Agenda packet, joint meeting — Glendale City Council, November 15, 2022 (part 1 of 5)

PACKET
JOINT MEETING: GLENDALE CITY COUNCIL AND GLENDALE HOUSING AUTHORITY

COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor
Glendale, CA 91206
Meetings

are

broadcast

live

Glendale

TV,

viewable

Spectrum

Cable,

channel

and

AT&T

U-
verse,

channel

99. Meetings

are

also

streamed

live

high

definition

(HD)

the

city's

webpage,
glendaleca.gov/live
,

YouTube.com/myglendale
,

and

Apple

TV,

Roku,

and

Amazon

Fire
devices

using

free

app

called

Screenweave

and

choosing

“Glendale

TV”

from

the

menu.

Meetings
are

also

archived

the

City

Website

for

viewing

anytime

glendaleca.gov/agendas
.

Call

(818)
548-4013

for

program

schedules.

DVDs

the

proceedings

are

available

for

purchase

the

City
Clerk's

Office.

For

public

comments

and

questions

during

the

meeting,

call

(818)

937-8100.

Public
comments

specific

agenda

item

will

taken

when

that

agenda

item

discussed.

you

have
any

question

about

matters

the

agenda,

requests

for

assistance,

please

contact

the

City

Clerk
at (818) 548-2090 during regular business hours.

PLEASE TURN OFF CELLULAR PHONES WHILE INSIDE THE MEETING LOCATION In

compliance

with

the

Americans

with

Disabilities

Act

(ADA)

1990,

auxiliary

hearing

aids,

sign
language

translation,

and

Braille

transcripts

are

available

upon

request.

Assisted

listening

devices
are

available

same-day

upon

request.

least

48 hours

(or

two

business

days)

notice

required

for
requests

regarding

sign

language

translation

and

Braille

transcription

services.

All

documents
related

open

session

items

this

agenda

that

are

received

less

than

72 hours

prior

this
meeting,

and

are

public

records,

will

available

for

review

the

Office

the

City

Clerk,

613

Broadway, RM 110, Glendale, CA 91206.

Translation

services

are

provided

for

meetings

through

the

use

bilingual

staff

for

speakers

who
wish

utilize

the

service

available.

Speakers

should

state

their

request

contacting

the

City
Clerk’s

office

(818)

548-2090,

least

24 hours

prior

the

scheduled

meeting.

Please

specify
the

language

for

which

you

require

translation.

The

exclusive

use

City

provided

interpreters

not
required and persons are welcome to use their own interpreter or speak in their native language.

NOVEMBER 15, 2022

ROLL CALL
-
3:00 PM
-
Report of the City Clerk of the City Council and Housing Authority, re: Posting of Agenda.

The Agenda for the Tuesday, November 15, 2022 joint public meeting of the City Council and Housing Authority was posted on Tuesday, November 8, 2022, on the Bulletin Board outside City Hall.

1 TYPED 11/9/2022 5:45:48 AM
11 15 22
CC HA

JOINT PUBLIC MEETING
of the City Council and Housing Authority is hereby
called to meet at

3:00 PM
on
Tuesday, November 15, 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 Development, re: Authorization of Permanent Local Housing Allocation (PLHA) Application and Adoption of PLHA Plan
a. Council Resolution Authorizing the Application and Adopting the PLHA Plan for the Permanent Local Housing Allocation Program

2. Community Development, re: Affordable Housing Agreement and Ground Lease Associated with Linc-CORE Pioneer LP, created by LINC Housing Corporation and National Community Renaissance of California, for a Proposed 100% Affordable Senior and Small Family Housing Project on Housing Authority Owned Land at 515 Pioneer Drive
a. Housing Authority Resolution Approving an Affordable Housing Agreement and Ground Lease with Linc-CORE Pioneer LP for Housing Authority Owned Land at 515 Pioneer Drive in Glendale, California 91203
b. Council Resolution of Appropriation in Support of 515 Pioneer Drive, a 100% Affordable Rental Senior and Small Family Housing Project

3. Community Services and Parks, re: Status of Program Planning for the FY 2023-24 CDBG, ESG and HOME Annual Action Plan
a. Council Motion approving the FY 2023-24 CDBG program priorities; a FY 2023-24 Proposed CDBG Funding Allocation Plan by Funding Category; and issuance of an RFP to community agencies for CDBG and ESG Public Social Services, and to community agencies for CDBG Capital Improvement Projects
b. Housing Authority Motion approving the FY 2023-24 CDBG program priorities; a FY 2023-24 Proposed CDBG Funding Allocation Plan by Funding Category; and issuance of an RFP to community agencies for CDBG and ESG Public Social Services, and to community agencies for CDBG Capital Improvement Projects

ADJOURNMENT

2 TYPED 11/9/2022 5:45:48 AM
11 15 22
CC HA

1 CITY OF GLENDALE, CALIFORNIA

REPORT TO THE JOINT MEETING GLENDALE CITY COUNCIL AND

GLENDALE HOUSING AUTHORITY

AGENDA ITEM
Report: Authorization of Permanent Local Housing Allocation (PLHA) Application and Adoption of PLHA Plan

1. City Council Resolution Authorizing the Application and Adopting the PLHA Plan for the Permanent Local Housing Allocation Program

COUNCIL ACTION
Item Type: Public Hearing
Approved for November 15, 2022 calendar

EXECUTIVE SUMMARY
In 2017, under SB 2, the State of California created a new source of funds for local governments to use for the development of affordable housing. These funds are allocated to jurisdictions through the Permanent Local Housing Allocation Program.

The City of Glendale is an entitlement jurisdiction under the PLHA program. It will receive funding under the program on a non-competitive basis. While the City of Glendale does not have to compete for PLHA funds, it must apply for funding by submitting an application and a plan for how it will use the funds to create affordable housing under eligible activities. The acquisition and development of multifamily, residential live-work, rental housing that is affordable to Extremely low-, Very -, Low-, or Moderate-income households are eligible activities under the program. 3 of 545

21 3
7 3
1 COUNCIL PRIORITIES
Housing: Authorizing the PLHA application and adopting the PLHA plan will provide additional funding needed to help the Glendale City Council and Glendale Housing Authority address the demand for affordable housing.

RECOMMENDATION
That the City Council adopt a resolution authorizing the application and adopting the PLHA Plan for the PLHA Program.

BACKGROUND
In 2017, Governor Jerry Brown signed a 15-bill housing package aimed at addressing the state’s housing shortage and high housing costs. Specifically, it included the Building Homes and Jobs Act (SB 2, 2017), which established a $75 recording fee on real estate documents to increase the supply of affordable homes in California.

SB 2 created a dedicated revenue source for affordable housing and directed the State of California Department of Housing and Community Development (HCD) to make available 70 percent of the funds in the Building Homes and Jobs Trust Fund, collected on and after January 1, 2019, to local governments for eligible activities aimed at increasing affordable housing. These funds are provided through the PLHA Program.

PLHA funds are allocated to the City of Glendale non-competitively based on the formula used under Federal law to allocate CDBG funds within California.

HCD announces PLHA funding availability on an annual basis. While the City of Glendale is entitled to the funding on a non-competitive basis, the City must apply for the funding. Award of funding is contingent on the City of Glendale meeting the following threshold requirements:

1. Housing Element Compliance with HCD.

2. Annual Progress Report (APR) on the Housing Element submitted to HCD.

3. Submittal of a complete application.

4. Submittal of a 5-Year Plan detailing the manner in which the allocated funds will be used for eligible activities.

5. Certification that if funds are used for the development of affordable rental housing, the PLHA assistance must be given to a developer in the form of a low interest, deferred loan, evidenced through a Promissory Note secured by a Deed of Trust.

6. Submittal of a Program Income Reuse Plan describing how repaid loans will be reused for eligible activities.

With the City Council and Housing Authority’s approval, staff will submit a PLHA application to HCD in response to Notices of Funding Availability for the following program years: 2019, 2020, and 2021.

The application will also cover a plan for the use of funds for program years 2022 and 2023.
4 of 545

31 3
7 3
1 Following are funding amounts that Glendale will apply for under the PLHA Application:
2019 - $867,025
2020 - $1,347,626
2021 - $1,483,020
TOTAL: $3,697,671
Glendale is also entitled to a total of $1,504,479 (estimated) for program years 2022 and 2023, bringing the 5-year total allocation to $5,202,150.

Awards for the current application will be announced in February of 2023.

PLHA funding will be available on a continuous basis.

ANALYSIS
The PLHA program allows funds to be used for a variety of eligible activities, including the predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to Extremely low-, Very low-, Low-, or Moderate-income households, including necessary operating subsidies.

With the Council’s approval, staff will submit a plan to use the PLHA funding allocations 2019-2024 towards the acquisition and development of a multifamily affordable housing development for seniors at 426 Piedmont, a site recently acquired by the Housing Authority. The development will target senior households earning between 30% and 80% of Area Median Income. Affordability will be preserved in conjunction with a regulatory agreement that restricts the occupancy and rents for a term of at least 55 years.

This plan is consistent with the following goals, programs and policies identified in the City’s Housing Element:
1) Goal 3: A City with Increased Opportunities for Affordable Housing – Encourage the private development of affordable housing, as well as senior housing.
2) Program Strategy #3 – Production of Affordable Housing, 3a. Density Bonus Program: Utilize density bonus incentives to encourage the development of affordable family housing as well as senior housing.
3) Policy 4.4 Amend the Zoning Ordinance as appropriate to facilitate the development for special needs groups and individuals, such as locating housing and special populations near appropriate services. 5 of 545

41 3
7 3
1 STAKEHOLDERS/OUTREACH
A Public Notice was published in the Glendale News Press on Saturday, November 5, 2022, notifying interested parties of the 5-year plan for use of PLHA Funding. The Plan was posted on Community Development Department’s website and was available at City Hall for viewing from November 4, 2022 – November 14, 2022.

FISCAL IMPACT
There is no fiscal impact associated with this report. Upon award of funding, the City of Glendale would receive an estimated $5,202,150 over a 5-year program period. Staff will return to Council to appropriate the funds.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action of applying for PLHA funding and adopting a PLHA plan: (1) is exempt from further environmental review under the California Environmental Quality Act (“CEQA”) pursuant to Title 14 of the California Code of Regulations (“CEQA Guidelines”) Section 15061(b)(3) (common sense exemption), as it can be seen with certainty that there is no possibility that adopting the PLHA plan and authorizing the City to apply for State PLHA funds will have a significant effect on the environment; and (2) is not a project under CEQA Guidelines Sections 15060(c)(3) and 15378(b)(4) because it constitutes a governmental fiscal activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment; and (3) is not intended to apply to specifically identified affordable housing projects and as such it is speculative to evaluate any such future project now. Moreover, the activities/actions are not intended to, nor do they, provide CEQA clearance for future development-related projects by the mere adoption of the PLHA plan or application for PLHA funding; any such future projects will be subject to appropriate environmental review at such time as approvals for those affordable housing project are considered. Each of the foregoing provides a separate and independent basis for CEQA compliance and, when viewed collectively, provides an overall basis for CEQA compliance.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES
Alternative 1: Adopt the resolution authorizing the application and adopting the PLHA plan for the Permanent Local Housing Allocation Program.

Alternative 2: Do not approve the resolution for the application. Do not adopt the PLHA plan. This alternative will prevent the City from applying for PLHA funding.

Alternative 3: Consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
6 of 545

51 3
7 3
1 Prepared by:

Peter Zovak, Assistant Director of Community Development Michael Fortney, Principal Housing Project Manager
Pamela Jackson, Housing Coordinator
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit 1: Permanent Local Housing Allocation Notice of Funding Availability Exhibit 2: Draft of Permanent Local Housing Allocation Application Exhibit 3: Draft of Program Income Reuse Plan
7 of 545

7 3
6 3
RESOLUTION NO. __________

A RESOLUTION OF THE COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA

AUTHORIZING THE APPLICATION AND ADOPTING THE PLHA PLAN FOR THE

PERMANENT LOCAL HOUSING ALLOCATION PROGRAM
All of the Councilmembers of the City of Glendale hereby consent to, adopt, and ratify the following resolution:

WHEREAS the State of California (the “State”), Department of Housing and Community Development (“Department”) is authorized to provide up to $335 million under the SB 2 Permanent Local Housing Allocation Program Formula Component from the Building Homes and Jobs Trust Fund for assistance to Cities and Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)); and
WHEREAS the Department issued a Notice of Funding Availability (“NOFA”) dated 8/17/2022 and amended 10/18/22 under the Permanent Local Housing Allocation (PLHA) Program; and
WHEREAS the City of Glendale (Applicant) is an eligible Local government who will or has applied for program funds to administer one or more eligible activities, or a Local or Regional Housing Trust Fund to whom an eligible Local government delegated its PLHA formula allocation; and
WHEREAS the Department may approve funding allocations for PLHA Program, subject to the terms and conditions of the Guidelines, NOFA, Program requirements, the Standard Agreement, and other contracts between the Department and PLHA grant recipients.

NOW THEREFORE BE IT RESOLVED THAT:

1. If Applicant receives a grant of PLHA funds from the Department pursuant to the above referenced PLHA NOFA, it represents and certifies that it will use all such funds in a manner consistent and in compliance with all applicable state and federal statutes, rules, regulations, and laws, including without limitation all rules and laws regarding the PLHA Program, as well as any and all contracts Applicant may have with the Department.

2. Applicant is hereby authorized and directed to receive a PLHA grant, in an amount not to exceed the five-year estimate of the PLHA formula allocations ($5,202,150), as stated in Appendix C of the current NOFA, in accordance with all applicable rules and laws.
8 of 545

7 3
6 3

3. Applicant hereby agrees to use the PLHA funds for eligible activities as approved by the Department and in accordance with all Program requirements, Guidelines, other rules and laws, as well as in a manner consistent and in compliance with the Standard Agreement and other contracts between the Applicant and the Department.

4. Pursuant to Section 302(c)(4) of the Guidelines, Applicant’s PLHA Plan for the 2019-2023 Allocations is attached to this resolution as Exhibit A, and Applicant hereby adopts this PLHA Plan and certifies compliance with all public notice, public comment, and public hearing requirements in accordance with the Guidelines.

5. Pursuant to Applicant’s certification in this resolution, the PLHA funds will be expended only for eligible Activities and consistent with all program requirements.

6. Applicant certifies that, if funds are used for the development of an Affordable Rental Housing Development, the Local government shall make PLHA assistance in the form of a low-interest, deferred loan to the Sponsor of the Project, and such loan shall be evidenced through a Promissory Note secured by a Deed of Trust and a Regulatory Agreement shall restrict occupancy and rents in accordance with a Local government- approved underwriting of the Project for a term of at least 55 years.

7. Applicant shall be subject to the terms and conditions as specified in the Standard Agreement, the PLHA Program Guidelines and any other applicable SB 2 Guidelines published by the Department.

8. The City Manager of the City of Glendale is authorized to execute the PLHA Program Application, the PLHA Standard Agreement and any subsequent amendments or modifications thereto, as well as any other documents which are related to the program or the PLHA grant awarded to Applicant, as the Department may deem appropriate.

Adopted this _______ day of __________________________, 2022. ______________________________
Mayor
ATTEST:
___________________________
City Clerk
9 of 545

7 3
6 3

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF GLENDALE )
I, SUZIE ABAJIAN, Ph.D., Clerk of the City of Glendale, certify that the foregoing Resolution was adopted by the Council of the City of Glendale, California, at a regular meeting held on the ______day of _________, 2022, and that same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:
_________________________
City Clerk
10 of 545

§302(c)(4)(C) Provide a description of how the Plan is consistent with the programs set forth in the Local Government’s Housing Element.

This Plan is consistent with the following programs identified in the City's Housing Element which outline housing goals and policies:
1) Goal 3: A City with Increased Opportunities for Affordable Housing - Encourage the private development of affordable housing, as well as senior housing; 2) Program Strategy #2- Production of Affordable Housing, 2a. Density Bonus Program: Utilize density bonus incentives to encourage the development of affordable family housing as well as senior housing; and
3) Policy 4.4: Amend the Zoning Ordinance as appropriate to facilitate the development for special needs groups and individuals, such as locating housing and special populations near appropriate services.
§301(a)(1) The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low-,very low-, low-, or moderate- income households, including necessary Operating subsidies. §302(c)(4)(E)(i) Provide a detailed and complete description of how allocated funds will be used for each proposed Affordable Rental Housing Activity. §302(c)(4) Plan Rev. 2/16/22
§302(c)(4)(A) Describe the manner in which allocated funds will be used for eligible activities.

The City of Glendale (City) will utilize their PLHA allocation funds to develop a multifamily rental building for senior households. §302(c)(4)(B) Provide a description of the way the Local government will prioritize investments that increase the supply of housing for households with incomes at or below 60 percent of Area Median Income (AMI).

The City will help finance this affordable rental community targeted to senior households earning between 30% and 80% of Area Median Income (AMI).

Activities Detail (Activities Detail (Must Make a Selection on Formula Allocation Application worksheet under Eligible Activities, §301)) The City will allocate 95% of their annual PLHA funds (for all five years) to the development of an approximately 60-unit senior rental community for households earning between 30% and 80% of AMI.

Funding Allocation Year 2019 2020 2021 2022 2023
Complete the table below for each proposed Affordable Rental Housing Activity to be funded with 2019-2023 PLHA allocations. If a single Activity will be assisting households at more than one level of Area Median Income, please list the Activity as many times as needed to capture all of the AMI levels that will be assisted, but only show the percentage of annual funding allocated to the Activity one time (to avoid double counting).
60 §302(c)(4)(E)(iii) A description of major steps/actions and a proposed schedule for the implementation and completion of the Activity. §302(c)(4)(E)(i) Percentage of
Funds Allocated for the Proposed
Affordable Rental Housing
Activity

1. City acquire the site (complete);

2. City publish RFP for affordable housing developers (Q1 2023);

3. City execute DDA with developer (Q2 2023);

4. Predevelopment phase (2023 and 2024); and

5. Construction phase (2024/2025).
55 Years 55 Years 55 Years 55 Years 55 Years 55 Years
§302(c)(4)(E)(iv) Period of
Affordability for the Proposed
Affordable Rental Housing
Activity (55 years required for
rental housing projects)
55 Years 55 Years 55 Years 55 Years 55 Years 55 Years 55 Years 55 Years §302(c)(4)(E)(ii) Projected
Number of Households Served 0 0 0 0 60
150 150
PLHA EXHIBIT A 302(c)(4) Plan
of

STATE OF CALIFORNIA - BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY GAVIN NEWSOM, Governor

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

DIVISION OF STATE FINANCIAL ASSISTANCE
2020 W. El Camino Avenue, Suite 670
Sacramento, CA 95833
(916) 263-2771
www.hcd.ca.gov
August 17, 2022
MEMORANDUM FOR: All Potential Applicants
FROM: Jennifer Seeger, Deputy Director
Division of State Financial Assistance
SUBJECT: 2022 Permanent Local Housing Allocation
Program Entitlement and Non-Entitlement Local
Government Formula Component – Notice of
Funding Availability
The California Department of Housing and Community Development (Department) is pleased to announce the release of the 2022 Entitlement and Non-Entitlement Local government formula component Notice of Funding Availability (NOFA) for approximately $335 million in calendar year 2021 funds in addition to the $131 million in remaining calendar year 2019 and calendar year 2020 funds for the Permanent Local Housing Allocation (PLHA) formula allocation program. Appendix A details the total funds available to each eligible locality under this NOFA for housing-related projects and programs that assist in addressing unmet housing needs of their local communities.

Firs
t Time Applicant s: This will be the last year for Applicants to apply for their 2019 calendar year allocation. Jurisdictions that have not previously applied must meet all threshold requirements as outlined in Part II, Section F, of the attached NOFA.

Secon
d- or Third-Year Applican ts: Jurisdictions that have previously applied and received an award of 2019 and/or 2020 funds are not required to resubmit all threshold documents but must demonstrate all threshold requirements continue to be met as noted in Part II, Section G, of this NOFA.
*** PLE
ASE NOTE ***
Any 2019 calen
dar year funds remaining after the close of the NOFA application period will revert to the Housing Rehabilitation Loan Fund established to be used for the Multifamily Housing Program (Chapter 6.7 commencing with Section 50675) pursuant to Health and Safety Code Section 50470 (b)((2)(B)(ii)(VI) to be made available through a future Multifamily Housing Program Notice of Funding Availability.
12 of 545

2022 Permanent Local Housing Allocation Program
Entitlement and Non-Entitlement Local Government NOFA

Page 2 ends

The application submittal portal will be available and open for applications beginning August 17, 2022.

Personal deliveries will not be accepted. No facsimiles, incomplete applications, appli
cation revisions, or walk-in application packages will be accepted. Applications will be accepted through October 31, 2022 and must be submitted electronically through the Department’s website. Requirements for uploading the Application Workbook and required supporting documentation, including naming conventions, are described in the application instructions available at http://www.hcd.ca.gov/grants- funding/active-funding/plha.shtml.

The PLHA application forms, workshop details, and Guidelines are posted on the Department’s website. To receive information on workshops and other updates, please subscribe to the PLHA listserv by clicking on “Email Sign-Up” on the Department’s website. If you have any further questions, please contact [email protected].

Attachment
13 of 545

Permanent Local Housing Allocation Program
Entitlement and Non-Entitlement Local
Government Formula Component
2022 Notice of Funding Availability

Gavin Newsom, Governor
State of California
Lourdes M. Castro Ramírez, Secretary
Business, Consumer Services and Housing Agency
Gustavo Velasquez, Director
California Department of Housing and Community Development 2020 West El Camino Avenue, Suite 500, Sacramento, CA 95833 Telephone: (916) 263-2771
Website: http://www.hcd.ca.gov/grants-funding/active-funding/plha.shtml Email: [email protected]

August 17, 2022

14 of 545

Table of Contents

I. Overview ........................................................................................................................... 5 A. Notice of Funding Availability .................................................................................. 5 B. Timeline .................................................................................................................. 6 C. Authorizing Legislation and Regulations ................................................................. 6 II. Program Requirements ...................................................................................................... 6 A. Eligible Applicants ................................................................................................... 7 B. Eligible Activities ..................................................................................................... 7 C. Allocation of funding and award limits ..................................................................... 9 D. Program Administrative, Activity Delivery Costs, and Reimbursement of Costs .... 11 E. Application review ................................................................................................. 11 F. Threshold requirements for Previous Awardees .................................................... 11 G. Threshold requirements for First-Time Applicants ................................................. 13 H. Administration and reporting requirements ............................................................ 15 III. Application submission and review procedures ............................................................... 15 A. Application submission process ............................................................................ 15 B. Application Workshops .......................................................................................... 16 IV. Appeals ........................................................................................................................... 16 A. Basis of appeals .................................................................................................... 16 B. Appeal process and deadlines .............................................................................. 16 C. Decisions .............................................................................................................. 17 D. Award announcements and contracts ................................................................... 17 V. Other state requirements ................................................................................................. 17 A. Pet Friendly Housing Act of 2017 .......................................................................... 17 B. Accessibility and non-discrimination ...................................................................... 17 IV. Other terms and conditions .............................................................................................. 18 A. Right to modify or suspend .................................................................................... 18 B. Disclosure of application ....................................................................................... 18 C. Conflicts ................................................................................................................ 18 APPENDICES ............................................................................................................................ 19

15 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 5 I. Overview

A. Notice of Funding Availability

Th
e California Department of Housing and Community Development (Department or HCD) is announcing the release of the 2022 Permanent Local Housing Allocation (PLHA) Program’s Formula Component Notice of Funding Availability (NOFA) for approximately $335 million in calendar year 2021 funds in addition to the $131 million in calendar year 2019 and calendar year 2020 funds for Entitlement and Non-Entitlement Local governments. This NOFA is funded from moneys deposited in the Building Homes and Jobs Trust Fund (Fund) in calendar year 2021 and includes any remaining unawarded funds not requested for calendar years 2019 and 2020.

F
unding for this NOFA is provided pursuant to Senate Bill 2 (SB 2) (Chapter 364, Statutes of 2017). SB 2 established the Fund and authorizes the Department to allocate 70 percent of moneys collected and deposited in the Fund, beginning in calendar year 2019, to Local governments for eligible housing and homelessness activities. The intent of the bill is to provide a permanent, on-going source of funding to Local governments for housing-related projects and programs that assist in addressing the unmet housing needs of their local communities.

In 20
22, the Department will issue two separate NOFAs to award the PLHA funds:

•
Formula Component NOFA for Entitlement and Non-Entitlement Local governments

•
Non-Entitlement Local Government Competitive NOFA (anticipated in June 2022)

T
his NOFA outlines threshold and application requirements for Entitlement Local governments and Non-Entitlement Local governments as defined in Guidelines Section 101. Entitlement Local governments are metropolitan cities and urban counties that received a Community Development Block Grant (CDBG) for fiscal year 2017 pursuant to the federal formula specified in 42 U.S. Code, Section 5306.

Please note that this NOFA has two separate threshold requirements sections:
• Loc al governments that received an award under the 2020 or 2021 Formula Component NOFA are subject to the threshold requirements outlined in Part II, Section F
• Local gov ernments that have not previously applied for and received a PLHA award must meet the threshold requirements outlined in Part II, Section G

*** PLEASE NOTE ***
Any 2019 calendar year funds remaining after the close of the NOFA application period will revert to the Housing Rehabilitation Loan Fund established to be used for the Multifamily Housing Program (Chapter 6.7 commencing with Section 50675) pursuant to Health and Safety Code Section 50470 (b)((2)(B)(ii)(VI) to be made available through a future Multifamily Housing Program Notice of Funding Availability.
16 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 6 B. Timeline

C. Authorizing Legislation and Regulations

Sena
te Bill 2 (Chapter 364, Statutes of 2017) established the PLHA Program. The program operates under the requirements of Health and Safety Code (HSC), Part 2 of Division 31, Chapter 2.5 (commencing with Section 50470).

Section 50470 (b)(2)(B)(i) of the HSC authorizes the Department to allocate 70 percent of the moneys collected and deposited in the Fund, beginning in calendar year 2019, to Local governments.

S
ection 50470 (b)(2)(B)(i)(I) of the HSC requires the Department to allocate 90 percent of PLHA funds available to Local governments based on the federal CDBG formula specified in 42 U.S. Code, Section 5306, except that the portion allocated to Non-Entitlement Local governments is required to be distributed through a competitive grant program for Non-Entitlement Local governments.

S
ection 50470 (b)(2)(B)(i)(II) of the HSC requires the Department to allocate the remaining 10 percent of PLHA funds available to Local governments equitably to Non-Entitlement Local governments.

S
ection 50470 (d) authorizes the Department to adopt Guidelines to implement the PLHA program, not subject to the rulemaking provisions of the California Administrative Procedure Act.

T
his NOFA governs the administration of funding from the Fund (created by Section 50470, subdivision (a)(1) and appropriated by item 2240-103-3317 in the Budget Act of 2019) and made available under the PLHA program.

C
apitalized terms not otherwise defined in this NOFA shall have the meanings set forth in Guidelines Section 101.

II. P rogram Requirements

Th
e following is provided as a summary for the allocation of the PLHA funds to Entitlement Non-Entitlement Local governments and is not to be considered a complete representation of the eligibility, threshold, or other requirements, terms, and conditions.

NOFA Release Date August 17, 2022
Application Submittal August 17, 2022 –
October 31, 2022
Award Announcement Ongoing through February 2023
17 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 7 This 2022 NOFA represents the third year of funding under the PLHA program for the Entitlement and Non-Entitlement Local Government Formula Component as detailed below:

Revenue Collection period NOFA Issuance
2019 CY 2020
2020 CY 2021
2021 CY 2022
A. E
ligible Applicants
An Applicant must be an Entitlement Local government, a Non-Entitlement Local government, or a Local or Regional Housing Trust Fund delegated by the Local government pursuant to Guidelines Section 300. Appendix A of the NOFA contains the list of eligible Applicants.

1. D
elegation of Formula Allocation
A
n eligible Applicant may delegate their entire formula allocation to either another Local government or to a Local or Regional Housing Trust Fund. A Local government that delegates their formula allocation to another Local government or to a Housing Trust Fund must enter into a legally binding agreement with the other Local government or Housing Trust Fund. The delegate must submit the PLHA application on behalf of the recipient of the PLHA Formula Allocation and wholly administer the entire formula component of PLHA funds on behalf of the delegator for the full term of the PLHA Plan, as set forth in Guidelines Section 300(c). Both the delegating Local government and the Applicant must meet the housing element compliance threshold requirement as outlined in Section II, Part F of this NOFA.

U
pon delegating its entire formula allocation to another Local government or to a Local or Regional Housing Trust Fund, the Local government that delegated their allocation is no longer involved in the PLHA application or administration of the PLHA grant for the full term of the PLHA Plan, which extends through 2023. The delegated Local government or Trust Fund assumes full responsibility for compliance with statute and for meeting all the Department’s requirements, including any penalties for non-compliance.

A
partial funding delegation is not permitted under the delegation authority.

How
ever, a Local government can subgrant a portion of its allocation to another entity, as permitted by Guidelines Section 302(c)(3). When a Local government subgrants a portion of its allocation to another entity, the Local government remains fully accountable and responsible for compliance with statute and for meeting all of the Department’s requirements, including any penalties for non- compliance.

B. E
ligible Activities
P
ursuant to Guidelines Section 301(a), the PLHA funds allocated to eligible 18 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 8 Applicants must be used to carry out one or more of the eligible activities listed below. All services must be provided within the county containing the Local government recipient.

1. The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, or rental housing that is Affordable to extremely low-, very low-, low-, or Moderate-income households (up to 120 percent of Area Median Income (AMI), or 150 percent of AMI in High-cost areas, see appendix B for a list of High-cost areas, including necessary Operating subsidies). Note: Predevelopment and/or acquisition must result in the development, rehabilitation, or preservation of housing, as otherwise there is no actual housing outcome of the predevelopment or acquisition assistance.

2. The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory Dwelling Units (ADUs), that meets the needs of a growing workforce earning up to 120 percent of Area Median Income (AMI), or 150 percent of AMI in High-cost areas. ADUs shall be available for occupancy for a term of no less than 30 days. See Appendix B for a list of High-cost areas in California.

Note: Predevelopment and/or acquisition must result in the development, rehabilitation, or preservation of Affordable rental and ownership housing, as otherwise there is no actual housing outcome of the predevelopment or acquisition assistance.

3. Matching portions of funds placed into Local or Regional Housing Trust Funds.

Matching funds must be utilized as required by PLHA guidelines Section 301(a).

4. Matching portions of funds available through the Low- and Moderate-Income Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176.

Matching funds must be utilized as required by PLHA guidelines Section 301(a).

5. Capitalized Reserves for Services connected to the preservation and creation of new Permanent Supportive Housing (up to 30 percent of AMI).

6. Assisting persons who are experiencing or At risk of homelessness in conformance with 24 Code of Federal Regulations (CFR Section 578.3), ( up to
30 percent of AMI), including

a. Rapi
d rehousing in conformance with federal rules contained in 24 CFR Section 576.104, except for legal services;
b. Rental assistance with a term of at least six (6) months (rental arrears is not eligible);
c. Street outreach, and other supportive/case management services in conformance with federal rules contained in 24 CFR Section 576.101 that allow people to obtain and retain housing;
d. Operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and 19 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 9 transitional housing.

This Activity may include subawards to administrative entities as defined in HSC Section 50490(a) (1-3) that were awarded California Emergency Solutions and Housing (CESH) Program or Homeless Emergency Aid Program (HEAP) funds for rental assistance to continue assistance to these households.

Applicants must provide rapid rehousing, rental assistance, navigation centers, emergency shelter, and transitional housing activities in a manner consistent with the Housing First practices described in 25 CCR, Section 8409, subdivision (b)(1)-(6) and in compliance with Welfare Institutions Code (WIC) Section 8255(b)(8). An Applicant allocated funds for the new construction, rehabilitation, and preservation of Permanent supportive housing shall incorporate the core components of Housing First, as provided in WIC Section 8255(b).

7. Accessibility modifications in Lower-income Owner- occupied housing (up to 80 percent of AMI).

8. Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments (up to 120 percent of Area Median Income (AMI), or 150 percent of AMI in High- cost areas).

9. Homeownership opportunities, including, but not limited to, down payment assistance to those earning up to 120 percent of Area Median Income (AMI), or 150 percent of AMI in High-cost areas.

10. Fiscal incentives made by a county to a city within the county to incentivize approval of one or more Affordable housing projects, or matching funds invested by a county in an Affordable housing development project in a city within the county, provided that the city has made an equal or greater investment in the project. The county fiscal incentives shall be in the form of a grant or low-interest loan to an Affordable housing project. Matching funds investments by both the county and the city also shall be a grant or low-interest deferred loan to the Affordable housing project earning up to 120 percent of Area Median Income (AMI), or 150 percent of AMI in High-cost areas.

Twenty percent of the moneys in the Fund are required by s
tatute to be expended for Affordable Owner Occupied
Workforce Housing (AOWH). If funding proposed in Local
government Plans for AOWH activities is lower than 20 percent of the moneys available in the Fund, the Department may require Local governments to use a specific percentage of their annual formula allocations in some future year for AOWH activities as part of the annual funding process.

C. Allocation of funding and award limits

Appendix A lists the dollar amount of the allocation of PLHA funds. There is a 20 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 10 column indicating allocations for calendar years 2021, 2020 and 2019. If a Local government applied for and received their 2010 or 2020 allocations, there is a blank in those columns. If a Local government HAS NOT applied before this NOFA, there will be an amount listed in each of the 2019, 2020, and 2021 columns.

T
he PLHA funds allocated to each Entitlement Local government is directly proportionate to each Entitlement Local Government’s share of the total 2017 Community Development Block Grant Fund Allocation in California.

T
he PLHA funds allocated to each Non-Entitlement Local Government is based on the sum of:

1. F
ifty percent of the funding available for the Non-Entitlement formula component divided by the number of Local governments eligible for the Non-Entitlement formula component; and

2. F
ifty percent of the funding available for the Non-Entitlement formula component allocated in proportion to each Non-Entitlement Local government’s share of the total most severe housing need in California’s Non-Entitlement Local governments, based upon the most recent U.S. Department of Housing and Urban Development (HUD) Comprehensive Housing Affordability Strategy (CHAS) data.

T
wo or more Local governments may expend PLHA funds on an eligible jointly funded project, provided the project is an eligible Activity pursuant to Guidelines Section 301(a), and will be located within the boundaries of one of the Local governments.

A
n Applicant eligible for an allocation of PLHA funds must comply with the Deadline and Funding Requirements set forth in Guidelines Section 304.

I
n order to avoid amending the Department Standard Agreement each year, and to expedite the disbursement of PLHA funds, the Department Standard Agreement and the Applicant’s PLHA resolution shall include a five-year estimate of PLHA formula allocations, as stated in Appendix C, as the maximum funding amount. The actual amounts may be lower, and the disbursements will be based on the actual allocation amounts.

P
lease be advised that no funding from any subsequent year will be disbursed if the Local government is not in compliance with the housing element requirement and the Housing Element Annual Progress Report (APR) requirement stated in Guidelines Section 302(a) and (b), or in the event that the Local government has not submitted its annual PLHA report, as required by Guidelines Section 503. Please refer to Appendix D for more information on verifying housing element and APR status. In addition, the grantee must be in compliance with commitment requirements stated in Guidelines Sections 300(e) and must not incur penalties stated in Guidelines Section 502.

21 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 11 D. Program Administrative, Activity Delivery Costs, and Reimbursement of Costs

A
Local government that receives an award under this NOFA shall not use more than 5 percent (5%) of the award for administrative costs related to the execution of eligible activities.

S
taff and overhead costs directly related to carrying out the eligible activities described in Guidelines Section 301(a) are “activity costs” and not subject to the cap on administrative costs. A Local government may share any funds available for administrative costs with entities to which it provides funding.

P
redevelopment expenses for construction projects funded by PLHA funds and costs to develop and prepare the PLHA application and Plan may be paid from the PLHA funds regardless of when the costs were incurred. Reimbursement of expenses to prepare the PLHA application and Plan are subject to the cap on administrative costs. Other costs incurred more than one year prior to commitment by the Local government may not be paid from the PLHA funds.

E. A
pplication review

A
n Applicant must submit a complete application and other documents by the deadline stated in this NOFA. Applications submitted in response to this NOFA must meet the threshold requirements set forth in this section and in the Guidelines Section 302.

F. T
hreshold requirements for Previous Awardees

A
pplicants that received awards from the 2021 Formula Allocation NOFA must meet all of the following threshold requirements:

1. H
ousing Element Compliance: The Applicant and delegating Local government, if applicable, must be a locality with an adopted housing element that has been found by the Department to be in substantial compliance with the requirements of Article 10.6 (commencing with section 65580) of Chapter 3 of Division 1 of Title 7 of the Government Code, pursuant to Government Code section 65585 at time of application. If the application is submitted within 120 days of the housing element due date, the Department may refer to the jurisdiction’s compliance from the prior cycle.

2. T
he Applicant must have submitted to the Department the Annual Progress Report on the Housing Element for the 2021 calendar year reporting period by the submittal date.

3. A
pplicant must have submitted to the Department the Annual PLHA Report if the application is submitted on or after July 31, 2022, which is the deadline for the Annual Report.
22 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 12 4. A
pplicant must have met the commitment requirements stated in PLHA Guidelines Section 300(e).

5. T
he application must request an allocation pursuant to Section 200 of the PLHA Guidelines. Previous awardees have already received Department approval for their five-year PLHA Plan, which lists the activities that the Local government plans to provide using the five years of funding contained in the Standard Agreement. The PLHA Plan continues in force and effect unless the Local government amends the Plan to provide different activities that are eligible under PLHA statute and Guidelines. If the Plan is amended so that more than 10 percent of funds are moved to a different activity, the Plan must be formally amended, including discussion and approval at a publicly noticed meeting of the Local government’s governing board, and the Plan must be submitted to the Department for approval. Activities must be carried out in the jurisdiction of the Applicant’s Local government. Jointly funded projects may be carried out as described in Section 301(c).

6. S
ubmission of the application must be authorized by the governing board of the Applicant by Resolution, and this Resolution must be submitted as part of the application. The Resolution should use the five-year estimate of funding, as listed in Appendix C.

7. I
f the Local government proposes to allocate funds for any Activity to another entity, the Resolution must certify that the Local government’s selection process shall avoid conflicts of interest and shall be accessible to the public. See PLHA Guidelines Section 302 (c)(3).

8. I
f the Local government proposes to use funds for the acquisition, construction, or rehabilitation of for-sale housing projects or units within for-sale housing projects, the Resolution must certify that the grantee shall record a deed restriction against the property that will ensure compliance with one of the requirements stated in Guidelines Section 302(c)(6)(A), (B) or (C).

9. T
he resolution shall certify that, if funds are used for the development of an Affordable Rental Housing Development, the Local government shall make the PLHA assistance in the form of a low-interest, deferred loan to the Sponsor of the Project. The loan shall be evidenced through a Promissory Note secured by a Deed of Trust, and a Regulatory Agreement shall restrict occupancy and rents in accordance with the Local government-approved underwriting of the Project for a term of at least 55 years.

10. If a
ny activity in the five-year Plan consists of loans being made to a homebuyer, homeowner, developer, or owner of a project, a Program income reuse plan describing how repaid loans will be used for eligible activities specified in Section 301 must be included in the application. This reuse plan must also describe how interest earned from PLHA funds deposited in a Local government interest- bearing account will be used for eligible PLHA activities. 23 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 13 G. Threshold r equirements for First-Time Applicants

First-time Applicants who have not previously received an award under a prior Formula Allocation NOFA must meet the following threshold requirements:

1. Housing Element Compliance: The Applicant and delegating Local government, if applicable, must have a housing element that has been adopted by the jurisdiction’s governing body and subsequently determined to be in substantial compliance with state Housing Element Law pursuant to GC Section 65585 by the application date. If the application is submitted within 120 days of the housing element due date, the Department may refer to the jurisdiction’s compliance from the prior cycle.

2. The Applicant must have submitted to the Department the Annual Progress Report on the housing element for the corresponding calendar year based on the allocations for which the Applicant is applying by the application submittal date as follows:

Allocation Requested: APR Reporting Period:
2019 allocation 2019 CY APR
2020 allocation 2020 CY APR
2021 allocation 2021 CY APR

3. Application requests an allocation pursuant to Section 200 of the PLHA Guidelines and identifies the eligible activities to be undertaken. Activities must be carried out in the jurisdiction of the Applicant’s Local government. Jointly funded projects may be carried out as described in Section 301(c).

4. Submission of the application must be authorized by the governing board of the Applicant by Resolution, and this Resolution must be submitted as part of the application. The Resolution should use the five-year estimate of funding, as listed in Appendix C.

5. If the Local government proposes to allocate funds for any Activity to another entity, the Resolution must certify that the Local government’s selection process shall avoid conflicts of interest and shall be accessible to the public. See PLHA Guidelines Section 302 (c)(3).

6. If the Local government proposes to use funds for the acquisition, construction, or rehabilitation of for-sale housing projects, or units within for-sale housing projects, the Resolution must certify that the grantee shall record a deed restriction against the property that will ensure compliance with one of the requirements stated in Guidelines Section 302(c)(6)(A),(B) or (C).

7. The Resolution shall certify that, if funds are used for the development of an Affordable Rental Housing Development, the Local government shall make the 24 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 14 PLHA assistance in the form of a low-interest, deferred loan to the Sponsor of the Project. The loan shall be evidenced through a Promissory Note secured by a Deed of Trust, and a Regulatory Agreement shall restrict occupancy and rents in accordance with the Local government-approved underwriting of the Project for a term of at least 55 years.

8. The application must include a Plan which details:
a. The manner in which the allocated funds will be used for eligible Activities. b. A detailed description of the way the Local government will prioritize investments that increase the supply of housing for household with incomes at or below 60 percent of the AMI.
c. A detailed description of how the Plan is consistent with the programs set forth in the Local government’s housing element.
d. Evidence that the Plan was authorized and adopted by Resolution by the Local government and that the public had an adequate opportunity to review and comment on the Plan’s contents prior to the Plan Resolution adoption.

The plan must be provided to the public for a public comment period, culminating with a public hearing at which the governing board may approve it. The draft Plan should be published for public review on the Applicant’s website.
e. The Resolution adopting the Plan should specifically identify the activities the Local government plans to engage in. The Resolution is required to be submitted as part of the application. The Resolution must specifically state the eligible activities from the Plan application.
f. The following information is required for each proposed Activity:
i. A detailed description of each Activity, pursuant to Section 301 and the percentage of funding being allocated to it. The description must include the percentage, if any, directed to Affordable Owner-Occupied Workforce Housing (AOWH).
ii. The projected number of households to be served at each income level and a comparison to the unmet share of the Regional Housing Needs Allocation at each income level.
iii. A description of major steps/actions and a proposed schedule required for the implementation and completion of the Activity. iv. The period of affordability for each Activity. Rental Projects are required to have an affordability period of at least 55 years.

9. The Plan shall be for a term of five years, illustrating how the allocations from 2019, 2020, 2021, 2022, and 2023 will be used. Refer to instructions in the Plan tab of the PLHA Application form.

10. If
funds are used for acquisition, construction, or rehabilitation of for-sale housing projects or units within for-sale housing projects, then a deed restriction shall be recorded against the property as described in Section 302(c)(6)(A-C). 25 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 15 11. I
f funds are proposed to be used for development of an Affordable Rental Housing Development, a certification is required that the Local government shall make the PLHA assistance in the form of a low-interest, deferred loan to the Sponsor of the Project. The loan must be evidenced through a Promissory Note secured by a Deed of Trust, and a Regulatory Agreement is required to restrict occupancy and rents in accordance with the Local government’s approved underwriting of the Project for a term of at least 55 years.

12. If a
ny activity in the five-year Plan consists of loans being made to a homebuyer, homeowner, developer or owner of a project, a Program income reuse plan describing how repaid PLHA loans will be used for eligible activities specified in Section 301 must be included in the application. This reuse plan must also describe how interest earned from PLHA funds deposited in a Local government interest-bearing account will be used for eligible PLHA activities.

H. A
dministration and reporting requirements

A
grantee of PLHA funds must meet the administration requirements set forth in Guidelines Sections 500 and 501 and reporting requirements in Section 503.

III. A pplication submission and review procedures

A
pplications must be on the Department’s forms and cannot be altered or modified by the Applicant. Excel forms must be in Excel format and 'saved as' .xls or .xlsx. Do not 'save as'.xlsm or .pdf format. Applications that do not meet the program requirements stated in this NOFA will not be eligible for funding. Application forms are available for download on the PLHA webpage.

A. Application submission process

A
pplications must be submitted electronically to the Department’s website.

Requirements for uploading the Application Workbook and required supporting documentation, including naming conventions, are described in the application instructions available at https://www.hcd.ca.gov/grants-funding/active- funding/plha.shtml. The submittal portal will be available beginning August 17, 2022.

A
pplicants must upload all application materials to the Department’s website. The application portal is open beginning on August 17, 2022 through 4:00 p.m. Pacific Standard Time on October 31, 2022. Please note that the on-line support and technical assistance closes at 4:00 p.m. Pacific Standard Time on October 31, 2022.

P
ersonal deliveries will not be accepted. No facsimiles, incomplete applications, application revisions, or walk-in application packages will be accepted. Applications that do not meet the filing deadline requirements will not be eligible for funding.

I
t is the Applicant’s responsibility to ensure that the application is clear, complete, and accurate. The Department may request additional clarifying information and/or 26 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 16 inquire as to where in the application specific information is located. However, missing or forgotten application information or documentation may cause the application not to pass threshold.

T
hose Applicants that are notified they did not pass threshold requirements will have the opportunity to submit the necessary documentation prior to the NOFA closing date.

B. A
pplication Workshops

A
pplicants are strongly encouraged to attend a PLHA webinar to gain information critical for preparing the application, which will be discussed at the webinar. PLHA webinar dates and times are located on the Department’s PLHA webpage.

IV. A ppeals

A. Basis of appeals

1. U
pon receipt of the Department’s notice that an application has been determined to be incomplete, ineligible, or fail threshold review, Applicants may appeal such decision(s) to the Director of the Department or their designee pursuant to this section.

2. N
o Applicant shall have the right to appeal a decision of the Department relating to another Applicant’s eligibility, point score, award, denial of award, or any other matter related thereto.

3. T
he appeal process provided herein applies solely to decisions of the Director of the Department or their designee made in this NOFA and does not apply to any decisions made with respect to any previously issued NOFAs or decisions to be made pursuant to future NOFAs.

B. A
ppeal process and deadlines

1. P
rocess. In order to file an appeal, an Applicant must submit to the Director of the Department or their designee a written appeal, which states all relevant facts, arguments, and evidence upon which the appeal is based. Furthermore, the Applicant must provide a detailed description of how the application is complete, eligible or meets threshold requirements, as applicable, or provide additional information to resolve the Department’s determination. Appeals are to be submitted to the Department at [email protected] ac cording to the deadline set forth in Department review letters.

2. Fi
ling deadline. Appeals must be received by the Department no later than five (5) business days from the date of the Department’s threshold review letter representing the Department’s decision made in response to the application.

27 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 17 C. Decisions

A
ny request to appeal the Department’s decision regarding an application shall be reviewed for compliance with the Guidelines and this NOFA. All decisions rendered shall be final, binding, and conclusive, and shall constitute the final action of the Department.

D. Aw
ard announcements and contracts

T
he Department will review applications as they are received and will make awards as follows:

1. Previous Awardees: For Local governments that have previously received an award and are applying for a new allocation of calendar year 2021 funds, awards will be made within 60 days of receipt.

2. First Time Awardees: For Local governments that have not previously received an award, those applications will be reviewed, and awards made at the end of each quarter beginning in July 2022 with subsequent awards made in October 2022 and January 2023. Award recommendations will be posted on the PLHA webpage.

V. O ther state requirements

A. Pet Friendly Housing Act of 2017

H
ousing funded through this program is subject to the Pet Friendly Housing Act of 2017 (HSC Section 50466). Each awardee will be required to submit a signed and dated certification that residents of the program-funded Housing development will be authorized to own or otherwise maintain one or more common household pets as required by HSC Section 50466. Pursuant to this statute, “common household pet” means a domesticated animal, such as a dog or cat, commonly kept in the home for pleasure rather than for commercial purposes.

B. A
ccessibility and non-discrimination

A
ll projects or programs shall adhere to the accessibility requirements set forth in California Building Code Chapter 11A and 11B and the Americans with Disabilities Act (ADA), Title II. In addition, projects or programs shall adhere to either the Uniform Federal Accessibility Standards, 24 CFR Part 8, or HUD's modified version of the 2010 ADA Standards for Accessible Design (Alternative 2010 ADAS), HUD- 2014-0042-0001, 79 F.R. 29671 (5/27/14) (commonly referred to as "the Alternative Standards" or "HUD Deeming Memo"). Accessible units shall, to the maximum extent feasible and subject to reasonable health and safety requirements, be distributed throughout the project and be available in a sufficient range of sizes and amenities consistent with 24 CFR Section 8.26.

R
ecipients shall adopt a written non-discrimination policy requiring that no person shall, on the grounds of race, color, religion, sex, gender, gender identity, gender 28 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA 18 expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, age, medical condition, genetic information, citizenship, primary language, immigration status (except where explicitly prohibited by federal law), arbitrary characteristics, and all other classes of individuals protected from discrimination under state or federal fair housing laws, individuals perceived to be a member of any of the preceding classes, or any individual or person associated with any of the preceding classes be excluded from participation in, be denied the benefits of, or be subjected to discrimination under, any program or activity funded in whole or in part with program funds made available pursuant to this NOFA.

Recipients shall comply with the requirements contained in the ADA, the Fair Housing Amendments Act, the California Fair Employment and Housing Act, the Unruh Act, GC Section 11135, Section 504 of the Rehabilitation Act, and regulations promulgated pursuant to those statutes, including 24 CFR Part 100, 24 CFR Part 8, and 28 CFR Part 35, in all of the Sponsor's activities.

IV. O
ther te rms and conditions

A. Right to modify or suspend

The Department reserves the right, at its sole discretion, to suspend, amend, or modify the provisions of this NOFA at any time, including, without limitation, the amount of funds available hereunder. If such an action occurs, the Department will notify all interested parties and will post the revisions to the Department’s website.

B. Disclosure of application

Information provided in the application will become a public record and available for review by the public, pursuant to the California Public Records Act (GC Section 6250 et seq.). As such, any materials provided will be disclosed to any person making a request under this Act. The Department cautions Applicants to use discretion in providing information not specifically requested, including, but not limited to, bank account numbers, personal phone numbers, and home addresses.

By providing this information to the Department, the Applicant is waiving any claim of confidentiality and consents to the disclosure of submitted material upon request.

C. Conflicts

In the event of any conflict between the terms of this NOFA and either applicable state or federal law or regulation, the terms of the applicable state or federal law or regulation shall control. Applicants are deemed to have fully read and understand all applicable state and federal laws, and regulations pertaining to PLHA, and understand and agree that the Department shall not be responsible for any errors or omissions in the preparation of this NOFA.

29 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

19 APPENDICES

Appendix A
Entitlement and Non-Entitlement Local Government Formula Allocation for Calendar years 2019, 2020, and 2021.

Please refer to Section II.A. Eligible Applicants for a discussion of the definition of Entitlement and Non-Entitlement Local Governments.

Entitlement Local Government Non-Entitlement Local Government Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Alameda $868,493 $955,750
Alpine
County $68,065 $106,216 $116,768
Alameda
County $1,451,516 $1,597,349 Alturas $79,305 $123,577 $128,224 Alhambra $796,443 Amador City $65,861 $100,869 $112,445 Aliso Viejo $119,177 $185,238 $203,849
Amador
County $134,185 $203,299 $275,316
Anaheim $3,686,550
American
Canyon $117,435 $178,785 $199,555
Antioch $612,764 $674,328 Anderson $103,770 $163,160 $178,480 Apple Valley $446,959 $491,865 Angels $81,289 $127,049 $128,764 Bakersfield $2,960,656 Arcata $176,062 $284,687 $208,201 Baldwin Park $758,781 $835,015 Artesia $135,728 $204,479 $213,605 Bellflower $878,539 Arvin $220,799 $217,928
Berkeley $2,212,637 Atwater $158,209 $247,535 $269,804 Buena Park $573,917 $631,578 Auburn $119,859 $185,382 $203,337 Burbank $816,205 Avenal $104,652 $168,021 $177,939
Camarillo $231,519 Benicia $141,459 $222,187 $229,276 Carlsbad $272,582 $423,678 $466,244 Biggs $70,710 $109,341 $121,739 Carson $709,383 Bishop $83,713 $132,952 $146,057
Cathedral
City $484,445 Blue Lake $68,285 $105,521 $117,957
Cerritos $109,213 $169,751 $186,806 Brawley $151,156 $240,243 $234,139 Chico $390,348 $606,721 $667,678 Butte County $333,428 $494,061 $610,245 Chino $249,365 $387,590 $426,531
Calaveras
County $429,217
Chino Hills $303,241 Calexico $203,832 $307,951 $284,935 Chula Vista $1,646,765 $1,812,214 Calimesa $88,783 $138,507 $156,324 Citrus
Heights $486,125 $534,966 Calipatria $77,101 $120,452 $122,280 Clovis City $625,364 Calistoga $85,256 $133,646 $134,709 Compton $769,720 $1,196,383 $1,316,582 Capitola $105,092 $180,868 $195,772 Concord $836,053
Carmel-by-
the-Sea $81,950 $130,174 $140,653
Contra Costa
County $3,712,024 Chowchilla $164,970
30 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

20 Entitlement Local Government Non-Entitlement Local Government Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Corona $995,498 Clearlake $145,867 $208,993 $232,518 Costa Mesa $904,122 Coalinga $165,243 $170,374
Cupertino
City $283,100 Colfax $72,032 $113,855 $125,522
Daly City $875,455 Colusa $85,917 $135,035 $161,187 Davis $470,837 $518,142
Colusa
County $83,493 $136,077 $152,541
Delano City $556,115 Corcoran $113,908 $178,438 $179,560 Downey $889,923 Corning $92,529 $143,368 $150,380
El Cajon $645,382 $1,003,123 $1,103,906 Crescent City $80,848 $125,660 $142,274 El Centro
(Colonia
Only) $245,998 $382,358 $420,773
Del Norte
County $140,797 $210,729 $214,685
El Monte $1,449,267 Dinuba $230,897
Elk Grove $439,787 $683,565 $752,243 Dixon $115,451 $189,896 $194,691 Encinitas $156,044 $242,541 $266,909 Dorris $66,522 $103,785 $116,876 Escondido $842,911 $1,310,146 $1,441,775 Dos Palos $82,832 $120,799 $143,355 Fairfield $668,640 Dunsmuir $72,032 $111,424 $124,441 Fontana $1,678,180
El Centro
(Colonia
Only) $216,175 $311,076 $283,314
Fountain
Valley $247,348
El Dorado
County $973,923
Fremont $1,096,685 Etna $67,183 $105,521 $114,714
Fresno $5,828,601 Eureka $346,539
Fresno
County $2,810,897 Exeter $164,970
Fullerton $1,177,577 Farmersville $176,858
Garden
Grove $1,700,794 Ferndale $71,150 $108,994 $121,739 Gardena $329,877 $512,732 $564,246 Firebaugh $95,395 $144,410 $159,566 Gilroy City $417,798 Fort Bragg $106,856 $163,507 $142,814 Glendale $867,025 $1,347,626 $1,483,020 Fort Jones $69,167 $106,910 $115,795 Glendora
City $130,258 $202,461 $222,802 Fortuna $108,619 $171,840 $171,995 Goleta $160,810 Fowler $81,069 $126,355 $139,032
Hanford $505,389
Glenn
County $201,716
Hawthorne $1,048,208 Grass Valley $225,493
Hayward $1,012,998 $1,114,773 Greenfield $139,916 $211,076 $213,605 Hemet $688,525 Gridley $92,529 $144,410 $143,895
Hesperia $505,777 $786,135 $865,117
Grover
Beach $181,182
Huntington
Beach $938,184 Guadalupe $101,125 $160,035 $166,051 31 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

21 Entitlement Local Government Non-Entitlement Local Government Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Huntington
Park $651,678 $1,012,910 $1,114,676 Gustine $73,575 $118,021 $150,920 Indio City $779,909 Hidden Hills $71,371 $111,077 $124,982 Inglewood $735,776 $1,143,625 $1,258,523 Hollister $180,249 $280,173 $290,339 Irvine $1,296,497 Holtville $82,611 $131,563 $121,739 Kern County $3,695,204
Humboldt
County $595,871
La Habra $604,420 $665,145 Huron $153,438 $143,355 La Mesa $293,468 $322,953 Imperial $91,427 $147,535 $169,834 Laguna
Niguel $262,411
Imperial
County $173,858 $260,034 $311,954
Lake
Elsinore $425,098 Indian Wells $88,783 $135,730 $163,889 Lake Forest $221,070 $343,611 $378,133 Industry $65,596 $101,632 $110,824 Lakewood $270,847 $420,981 $463,277 Inyo County $103,770 $166,285 $220,630 Lancaster $1,188,528 Ione $75,338 $118,716 $141,734 Livermore $356,702 Jackson $87,460 $133,299 $143,355 Lodi $575,172 King City $205,868 $173,616
Lompoc $227,027 $352,871 $388,324 Kings County $163,499 $249,965 $304,389 Long Beach $5,006,175 Lake County $241,741 $360,728 $401,658 Los Angeles $44,847,783 Lakeport $79,305 $126,702 $163,889 Los Angeles
County $18,858,143
Lassen
County $102,007 $155,868 $187,666
Lynwood $981,371 $1,079,969 Lemoore $145,205 $217,326 $237,381 Madera $422,319 $656,414 $722,364 Lincoln $203,171 $314,201 $344,377 Marin County $1,241,068 Lindsay $189,201 $197,393 Menifee $1,079,969 Live Oak $89,664 $132,952 $156,324 Merced $722,364 Livingston $108,839 $172,882 $179,560 Milpitas City $238,595 $370,850 $408,109 Loomis $81,730 $123,577 $147,678 Mission Viejo $353,526 Los Banos $188,184 $292,326 $289,258 Modesto $1,658,723 Loyalton $67,624 $105,521 $116,336 Montebello $316,758 $492,340 $541,805
Madera
County $484,877
Monterey $180,952 $199,132
Mammoth
Lakes $81,730 $123,924 $154,162
Monterey
County $1,109,035 Maricopa $66,742 $105,869 $116,336 Monterey
Park $318,871 $495,625 $545,420 Marina $157,548 $235,382 $234,139 Moreno
Valley $1,761,457
Mariposa
County $235,220
Mountain
View $256,551 $398,761 $438,824 Marysville $169,063 $183,883 Napa City $544,289 McFarland $112,806 $174,618 $177,939 32 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

22 Entitlement Local Government Non-Entitlement Local Government Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
National City $672,542
Mendocino
County $578,903
Newport
Beach $290,118
Merced
County $625,917
Norwalk $592,762 $921,336 $1,013,902
Modoc
County $76,440 $120,105 $146,597
Oakland $5,757,902 $6,336,392 Mono County $77,101 $113,855 $136,870 Oceanside $1,008,982 $1,110,353 Montague $68,726 $105,174 $116,876 Ontario $1,573,664
Mount
Shasta $89,885 $141,285 $153,082
Orange $1,039,081 Napa County $220,451 $261,158
Orange
County $2,175,998 Nevada City $136,870
Oxnard $1,981,457
Nevada
County $566,474
Palm Desert $293,014 Orange Cove $101,345 $156,563 $149,299 Palm Springs $328,816 Orland $143,355
Palmdale $1,332,565 Oroville $224,412
Palo Alto $231,496 $359,817 $395,967 Pacific Grove $188,207 Paradise $93,596 $145,477 $160,093
Palos Verdes
Estates $96,717 $157,257 $170,914
Paramount
City $438,197 $681,094 $749,523 Parlier $199,965 $208,741 Pasadena $1,454,952 $1,601,129 Pismo Beach $99,582 $157,604 $184,964 Perris City $725,136 $797,990
Placer
County $813,970
Petaluma $315,338 Placerville $110,823 $173,924 $181,182 Pico Rivera $338,973 $526,870 $579,804
Plumas
County $187,118 $217,387
Pittsburg $543,387 Plymouth $67,404 $104,757 $116,876 Placentia $333,825 $367,364 Point Arena $67,404 $103,785 $114,174 Pleasanton
City $151,089 $234,839 $258,433 Portola $75,338 $119,757 $120,659 Pomona $1,827,543
Rancho
Mirage $172,094 $282,257 $335,191
Porterville $586,270 Red Bluff $124,047 $189,201 $200,095 Rancho
Cordova City $285,366 $443,548 $488,110 Rio Dell $79,085 $118,716 $141,193 Rancho
Cucamonga $450,476 $700,179 $770,526 Rio Vista $96,276 $149,271 $157,945 Rancho
Santa
Margarita $173,436 Riverbank $193,021 $206,039
Redding $576,110
San Benito
County $121,182 $175,313 $213,064
Redondo
Beach $130,830 $203,351 $223,781 San Joaquin $78,644 $123,924 $128,764 33 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

23 Entitlement Local Government Non-Entitlement Local Government Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Redwood
City $594,763
San Juan
Bautista $75,999 $114,549 $122,280
Rialto $597,786 $929,145 $1,022,495
San Juan
Capistrano $236,452 $359,687 $335,191
Riverside $2,521,285 $2,774,596 Sand City $67,139 $104,063 $112,445 Riverside
County $6,835,329
Santa Cruz
County $895,101 $916,102
Rocklin City $230,295 Scotts Valley $103,770 $166,979 $171,995 Rosemead $343,238 $533,498 $587,099
Shasta
County $578,903
Roseville $536,004 Shasta Lake $174,157
Sacramento $4,031,691
Sierra
County $124,441
Sacramento
County $4,229,006 $4,653,890
Siskiyou
County $260,618
Salinas $1,722,182
Solano
County $201,701 $240,083
San
Bernardino $2,521,132 $2,774,428 Soledad $120,961 $188,160 $188,207 San
Bernardino
County $5,916,756 Sonora $91,427 $138,507 $143,895
San
Buenaventur
a $555,571 $611,389
South Lake
Tahoe $299,525
San
Clemente $323,348 St. Helena $89,003 $137,118 $149,299 San Diego $9,903,933 Suisun City $154,683 $222,187 $257,916 San Diego
County $3,077,481 $3,386,672 Susanville $93,191 $141,632 $146,597 San
Francisco $13,550,527 $14,911,935
Sutter
County $181,910 $211,983
San Joaquin
County $2,241,046 Sutter Creek $78,644 $121,841 $128,764 San Jose $7,438,226 Taft $90,546 $140,591 $136,330
San Leandro $543,946 $598,596 Tehama $65,596 $101,632 $111,256 San Luis
Obispo
County $1,492,388
Tehama
County $186,685 $318,784 $414,843
San Marcos
City $319,178 $496,102 $545,945 Trinidad $66,081 $101,702 $111,256 San Mateo $584,800
Trinity
County $121,622 $186,424 $219,008
San Mateo
County $2,068,899 Truckee $181,722
Santa Ana $4,795,654
Tulare
County $969,060
Santa
Barbara $775,030 Tulelake $68,506 $106,563 $115,795 34 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

24 Entitlement Local Government Non-Entitlement Local Government Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Santa
Barbara
County $974,603
Tuolumne
County $242,182 $368,367 $476,771
Santa Clara $820,156 Ukiah $129,777 $199,618 $187,666 Santa Clara
County $1,260,160 Vernon $65,376 $100,591 $111,472
Santa Clarita $588,259 $914,338 $1,006,200 Wasco $135,508 $205,174 $244,947 Santa Cruz $452,837 Weed $76,661 $120,105 $131,466
Santa Maria $1,254,581 Westmorland $72,693 $113,507 $117,957 Santa
Monica $936,510 Wheatland $72,032 $110,035 $123,361 Santa Rosa $1,187,622 Williams $80,848 $126,355 $135,249 Santee $134,374 $208,859 $229,843 Willits $92,309 $137,813 $141,734 Seaside $193,124 $300,175 $330,334 Willows $138,491 Simi Valley $451,305 $496,647 Winters $136,077 $177,399 Sonoma
County $1,538,385 Woodlake $136,424 $150,380
South Gate $1,233,796 Yolo County $222,882 $234,679 South San
Francisco $372,849 Yountville $81,069 $127,049 $133,087 Stanislaus
County $1,975,561 Yreka $102,007 $154,827 $162,268
Stockton $2,660,093 $2,927,349 Yuba County $483,256 Sunnyvale $533,023 $828,483 $911,720
Temecula $467,631
Thousand
Oaks $506,368
Torrance $760,089
Tulare $494,944 $544,671
Turlock $309,854 $481,610 $529,997
Tustin $659,464
Union City $394,694 $434,349
Upland $431,845 $475,232
Vacaville $240,500 $373,812 $411,368
Vallejo $864,418
Ventura
County $1,470,575
Victorville $1,082,334
Visalia $1,078,990
Vista $635,530 $699,381
Walnut
Creek $236,813
Watsonville $362,515 $563,461 $620,071
West Covina $388,763 $604,258 $664,967
35 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

25 Entitlement Local Government Non-Entitlement Local Government Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021
Local Gov
Funding
Amount
2019
Funding
Amount
2020
Funding
Amount
2021

West
Sacramento

$236,679

$367,872

$404,832
Westminster $873,327
Whittier $595,595 $655,434
Woodland $387,006 $425,889
Yorba Linda $182,215
Yuba City $483,607 $532,195

36 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

26 Appendix B
List of High-cost Areas in California

High-cost Area by
County
High-cost Area pursuant to Federal
Housing Finance Agency’s Maximum
Loan Limits for Mortgages Acquired
in Calendar Year 2020
High-cost Area pursuant to
Department of Housing and Urban
Development Very Low-Income
Adjustments due to High-Housing
Cost for Fiscal Year 2020-21
Alameda x
Contra Costa x
El Dorado x
Imperial x
Los Angeles x
Madera x
Marin x
Merced x
Monterey x
Napa x
Orange x
Placer x
Sacramento x
San Benito x
San Diego x
San Francisco x
San Luis Obispo x
San Mateo x
Santa Barbara x
Santa Clara x
Santa Cruz x
Solano x
Sonoma x
Tulare x
Ventura x
Yolo x
37 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

27 Appendix C
Estimate of Five-Year PLHA Allocation for Entitlement and Non-Entitlement Local government

Entitlement Local government Non-Entitlement Local government Local government Estimate 5-Year
Funding Amount Local government Estimate 5-Year
Funding Amount
Alameda $3,352,590 Alpine County $408,390
Alhambra $2,793,768 Alturas $475,835
Aliso Viejo $715,062 Amador City $395,168
Anaheim $12,931,710 Amador County $805,115
Antioch $2,365,410 American Canyon $704,612
Apple Valley $1,725,366 Anderson $622,622
Bakersfield $10,385,412 Angels $487,737
Baldwin Park $2,929,068 Arcata $1,056,372
Bellflower $3,081,744 Artesia $814,372
Berkeley $7,761,504 Arvin $831,563
Buena Park $2,215,452 Atwater $949,257
Burbank $2,863,092 Auburn $719,158
Camarillo $812,124 Avenal $627,912
Carlsbad $1,635,492 Benicia $848,754
Carson $2,488,380 Biggs $424,261
Cathedral City $1,699,338 Bishop $502,283
Cerritos $655,278 Blue Lake $409,715
Chico $2,342,088 Brawley $906,940
Chino $1,496,190 Butte County $2,000,572
Chino Hills $1,063,710 Calaveras County $1,238,865
Chula Vista $6,356,898 Calexico $1,222,996
Citrus Heights $1,876,554 Calimesa $532,699
Clovis City $2,193,654 Calipatria $462,611
Compton $4,618,320 Calistoga $511,540
Concord $2,932,710 Capitola $630,557
Corona $3,492,018 Carmel-by-the-Sea $491,704
Costa Mesa $3,171,486 Chowchilla $662,295
Cupertino City $993,060 Clearlake $875,203
Daly City $3,070,926 Coalinga $618,655
Davis $1,817,544 Colfax $432,196
Delano City $1,950,744 Colusa $515,507
Downey $3,121,674 Colusa County $500,961
El Cajon $3,872,292 Corcoran $683,453
El Centro $1,475,988 Corning $555,180
Elk Grove $2,638,722 Crescent City $485,092
El Monte $5,083,752 Del Norte County $844,787
38 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

28 Entitlement Local government Non-Entitlement Local government Local government Estimate 5-Year
Funding Amount Local government Estimate 5-Year
Funding Amount
Encinitas $936,264 Dinuba $889,749
Escondido $5,057,466 Dixon $692,710
Fairfield $2,345,460 Dorris $399,135
Fontana $5,886,732 Dos Palos $496,994
Fountain Valley $867,648 Dunsmuir $432,196
Fremont $3,846,960 El Centro $1,297,051
Fresno $20,445,618 El Dorado County $2,879,974
Fullerton $4,130,712 Etna $403,103
Gardena $1,979,262 Eureka $1,125,138
Garden Grove $5,966,058 Exeter $586,917
Gilroy City $1,465,554 Farmersville $589,562
Glendale $5,202,150 Ferndale $426,906
Glendora City $781,548 Firebaugh $572,371
Goleta $564,090 Fort Bragg $641,136
Hanford $1,772,808 Fort Jones $415,004
Hawthorne $3,676,914 Fortuna $651,715
Hayward $3,910,410 Fowler $486,414
Hemet $2,415,216 Glenn County $641,136
Hesperia $3,034,662 Grass Valley $813,049
Huntington Beach $3,290,970 Greenfield $839,497
Huntington Park $3,910,068 Gridley $555,180
Indio City $2,735,772 Grover Beach $727,093
Inglewood $4,414,656 Guadalupe $606,754
Irvine $4,547,862 Gustine $441,452
Laguna Niguel $920,484 Hidden Hills $428,228
La Habra $2,333,202 Hollister $1,081,498
Lake Forest $1,326,420 Holtville $495,671
Lake Elsinore $1,491,162 Humboldt County $2,066,693
Lakewood $1,625,082 Huron $597,497
La Mesa $1,132,854 Imperial $548,568
Lancaster $4,169,130 Imperial County $1,043,148
Livermore $1,251,240 Indian Wells $532,699
Lodi $2,017,590 Industry $393,581
Lompoc $1,362,162 Inyo County $622,622
Long Beach $17,560,704 Ione $452,032
Los Angeles $157,317,438 Jackson $524,764
Lynwood $3,788,322 King City $805,115
Madera $2,533,914 Kings County $980,995
Menifee $1,509,624 Lake County $1,450,450
Merced $3,112,314 Lakeport $475,835
Milpitas City $1,431,570 Lassen County $612,043
Mission Viejo $1,240,098 Lemoore $871,235
39 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

29 Entitlement Local government Non-Entitlement Local government Local government Estimate 5-Year
Funding Amount Local government Estimate 5-Year
Funding Amount
Modesto $5,818,482 Lincoln $1,219,029
Montebello $1,900,548 Lindsay $703,289
Monterey $698,514 Live Oak $537,988
Monterey Park $1,913,226 Livingston $653,038
Moreno Valley $6,178,854 Loomis $490,382
Mountain View $1,539,306 Los Banos $1,129,105
Napa City $1,909,260 Loyalton $405,747
National City $2,359,146 Madera County $1,643,522
Newport Beach $1,017,678 Mammoth Lakes $490,382
Norwalk $3,556,572 Maricopa $400,458
Oakland $22,226,850 Marina $945,290
Oceanside $3,894,906 Mariposa County $770,732
Ontario $5,520,108 Marysville $662,295
Orange $3,644,898 McFarland $676,841
Oxnard $6,950,574 Mendocino County $2,099,753
Palmdale $4,674,384 Merced County $1,865,687
Palm Desert $1,027,836 Modoc County $458,644
Palm Springs $1,153,422 Mono County $462,611
Palo Alto $1,388,976 Montague $412,359
Paradise $561,576 Mount Shasta $539,311
Paramount City $2,629,182 Napa County $859,334
Pasadena $5,616,456 Nevada City $473,190
Perris City $2,799,192 Nevada County $1,837,916
Petaluma $1,106,142 Orange Cove $608,076
Pico Rivera $2,033,838 Orland $555,180
Pittsburg $1,906,098 Oroville $822,306
Placentia $1,288,644 Pacific Grove $712,546
Pleasanton City $906,534 Palos Verdes Estates $580,305
Pomona $6,410,670 Parlier $801,148
Porterville $2,056,524 Pismo Beach $597,497
Rancho Cordova City $1,712,196 Placer County $2,730,542 Rancho Cucamonga $2,702,856 Placerville $664,940
Rancho Santa Margarita $608,376 Plumas County $727,093
Redding $2,020,884 Plymouth $404,425
Redondo Beach $784,980 Point Arena $404,425
Redwood City $2,086,314 Portola $452,032
Rialto $3,586,716 Rancho Mirage $1,032,569
Riverside $9,732,750 Red Bluff $744,284
Rocklin City $807,828 Rio Dell $474,513
Rosemead $2,059,428 Rio Vista $577,661
Roseville $1,880,196 Riverbank $732,382
Sacramento $14,142,402 San Benito County $727,093
40 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

30 Entitlement Local government Non-Entitlement Local government Local government Estimate 5-Year
Funding Amount Local government Estimate 5-Year
Funding Amount
Salinas $6,041,082 San Joaquin $471,868
San Bernardino $9,732,162 San Juan Bautista $455,999
San Clemente $1,134,240 San Juan Capistrano $1,418,712
San Diego $34,741,098 Sand City $402,838
San Francisco $52,308,210 Santa Cruz County $3,395,713
San Jose $26,091,876 Scotts Valley $622,622
San Leandro $2,099,760 Shasta County $1,721,544
San Marcos City $1,915,068 Shasta Lake $613,366
San Mateo $2,051,364 Sierra County $405,747
Santa Ana $16,822,236 Siskiyou County $852,722
Santa Barbara $2,718,654 Solano County $769,410
Santa Clara $2,876,946 Soledad $725,770
Santa Clarita $3,529,554 Sonora $548,568
Santa Cruz $1,588,464 South Lake Tahoe $994,219
Santa Maria $4,400,826 St. Helena $534,021
Santa Monica $3,285,096 Suisun City $928,099
Santa Rosa $4,165,950 Susanville $559,147
Santee $806,244 Sutter County $698,000
Seaside $1,158,744 Sutter Creek $471,868
Simi Valley $1,742,142 Taft $543,278
South Gate $4,327,920 Tehama $393,581
South San Francisco $1,307,880 Tehama County $1,120,113 Stockton $10,268,580 Trinidad $396,491
Sunnyvale $3,198,138 Trinity County $729,738
Temecula $1,640,358 Truckee $627,912
Thousand Oaks $1,776,240 Tulare County $3,501,506
Torrance $2,666,244 Tulelake $411,037
Tulare $1,910,598 Tuolumne County $1,453,095
Turlock $1,859,124 Ukiah $778,667
Tustin $2,313,270 Vernon $392,259
Union City $1,523,610 Wasco $813,049
Upland $1,667,022 Weed $459,966
Vacaville $1,443,000 Westmorland $436,163
Vallejo $3,032,214 Wheatland $432,196
San Buenaventura $2,144,634 Williams $485,092
Victorville $3,796,620 Willits $553,857
Visalia $3,784,890 Willows $561,792
Vista $2,453,292 Winters $532,699
Walnut Creek $830,694 Woodlake $539,311
Watsonville $2,175,090 Yolo County $819,661
West Covina $2,332,578 Yountville $486,414
Westminster $3,063,462 Yreka $612,043
41 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

31 Entitlement Local government Non-Entitlement Local government Local government Estimate 5-Year
Funding Amount Local government Estimate 5-Year
Funding Amount
West Sacramento $1,420,074 Yuba County $1,634,265
Whittier $2,299,140
Woodland $1,493,934
Yorba Linda $639,174
Yuba City $1,866,840
Alameda County $5,603,190
Contra Costa County $13,021,068
Fresno County $9,860,088
Kern County $12,962,064
Los Angeles County $66,150,756
Marin County $4,353,426
Monterey County $3,890,280
Orange County $7,632,984
Riverside County $23,977,026
Sacramento County $16,324,956
San Bernardino County $20,754,846
San Diego County $11,879,796
San Joaquin County $7,861,158
San Luis Obispo County $5,235,012
San Mateo County $7,257,300
Santa Barbara County $3,418,722
Santa Clara County $4,420,398
Sonoma County $5,396,358
Stanislaus County $6,929,892
Ventura County $5,158,494
42 of 545

Department of Housing and Community Development
2022 PLHA Entitlement and Non-Entitlement Local Government Formula Allocation NOFA

32 Appendix D
Housing Element and Annual Progress Report (APR) Submittal Status Requirement stated in Guidelines Section 302(a) and (b)

T
o be eligible to apply, jurisdictions are required to have a housing element that has been adopted by the jurisdiction’s governing body and subsequently determined to be in substantial compliance with state Housing Element Law pursuant to GC Section 65585 by the application date. If the application is submitted within 120 days of the housing element due date, the Department may refer to the jurisdiction’s compliance from the prior cycle.

To verify current status and eligibility for PLHA funds, please consult the following resources:

H
ousing Element Compliance: Housing Element Review and Compliance Report | California Department of Housing and Community Development

A
nnual Progress Report Submittal: Annual Progress Reports - Data Dashboard and Downloads | California Department of Housing and Community Development

P
lease note that PLHA is an over-the-counter program, allowing Applicants to apply at any point during the OTC application window of August 17 to October 31. If a jurisdiction is currently out of compliance, that jurisdiction, once it reaches compliance with the housing element and APR requirements, will be eligible for these funds.

For questions about Housing Element Compliance, please email [email protected]. For inquiries on status of APR submittal, please email [email protected]. 43 of 545

Final Filing Date: October 31, 2022
at 4:00 P.M. PST
Permanent Local Housing Allocation
(PLHA) Formula Allocation
2022 Application for New Applicants
State of California
Governor, Gavin Newsom
Lourdes Castro Ramírez, Secretary
Business, Consumer Services and Housing Agency
Gustavo Velasquez, Director
Department of Housing and Community Development
Program Design and Implementation, PLHA Program
2020 West El Camino Avenue, Suite 150, Sacramento, CA 95833 PLHA Program Email: [email protected]
44 of 545

Threshold items are indicated in "blue" cells.

Applicant must complete the following worksheets in the PLHA Formula Allocation Application.

Formula Allocation Application
"Red" shaded cells indicate the Sponsor has failed to meet a requirement of the program.

Application and Adopting the
PLHA Plan (2019-2023
Allocations) Reso
Electronic File Name
App1 TIN
Pursuant to section 302(c)(4) of the Guidelines, Applicant’s PLHA Plan for 2019-2023 allocations is attached to this resolution, and Applicant certifies compliance with all public notice, comment, and hearing requirements in accordance with the Guidelines.

Document Description
302(c)(4) Plan
Legislative Contacts
Applications must be on the Department’s forms and cannot be altered or modified by the Applicant. Excel forms must be in Excel format and 'save as' .xls or .xlsx. Do not 'save as' .xlsm or .pdf format. If you encounter problems with the application, please fill out the Application Support worksheet and email the entire workbook to Application Support at [email protected] and [email protected]
General Instructions Additional instructions and guidance are given throughout the Formula Allocation Application in "red" text and in cell comments.

Guideline references are made with "§" and the corresponding guideline section number. "Yellow" cells are for Applicant input. Failure to provide the required attachments and documentation will disqualify your application from consideration.

Required attachments are indicated in "orange" throughout the Supplemental Application. Failure to provide the required attachments and documentation may disqualify your application from consideration. Electronically attached files must use the naming convention in the PLHA Application. For Example: "App1 Payee Data" for Applicant 1 Payee Data Record/STD. 204.

Instructions
This application form is limited to Applicants who did not apply to the 2020 and 2021 Formula Allocation NOFA
Rev. 2/16/22
When opening this file, a yellow banner at the top may appear with a button that says "Enable Content". It is essential that you click this box so that the macros are enabled.

Enabling macros is necessary for full worksheet functionality. Macros do not work with Microsoft's Excel version for Apple Mac.

Applications must be submitted electronically to the Department’s website. Requirements for uploading the Application Workbook and required supporting documentation, including naming conventions, are described in the application instructions available at https://www.hcd.ca.gov/grants-funding/active-funding/plha.shtml. All applicable information must be received by HCD no later than 4:00 p.m. on:

Monday, October 31, 2022
Disclosure of Application (California Public Records Act Statutes of 1968 Chapter 1473): Information provided in the application will become a public record available for review by the public, pursuant to the California Public Records Act Statutes of 1968 Chapter 1473. As such, any materials provided will be disclosable to any person making a request under this Act. The Department cautions Applicants to use discretion in providing information not specifically requested, including but not limited to, bank accounts, personal phone numbers and home addresses. By providing this information to the Department, the Applicant is waiving any claim of confidentiality and consents to the disclosure of submitted material upon request.

Included?
Included
N/A
X Reuse Plan
X Applicant Delegation
Agreement
0 X Executed Application Provide a copy of the signed application. Signature in blue ink preferred. Included Legally binding agreement between Delegating and Administering Local Governments (sample provided—just click on icon in row 17, column AI)
Program Income Reuse Plan describing how repaid loans or accrued interest will be used for eligible activities in Section 301.

Included
Checklist
Included
Threshold
Requirement
X
PLHA Page 1 Instructions & Checklist
45 of 545

Local Government Formula Allocation for New Applicants Rev. 2/16/22 613 East Broadway
§301(a)(2) The predevelopment, development, acquisition, rehabilitation, and preservation of affordable rental and ownership housing, including Accessory Dwelling Units (ADUs), that meets the needs of a growing workforce earning up to 120 percent of AMI, or 150 percent of AMI in high-cost areas. ADUs shall be available for occupancy for a term of no less than 30 days.
§301(a)(1) The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to Extremely low-,Very low-, Low-, or Moderate-income households, including necessary operating subsidies. §301(a)(7) Accessibility modifications in Lower-income Owner-occupied housing. §301(a)(6) Assisting persons who are experiencing or At-risk of homelessness, including, but not limited to, providing rapid re-housing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing. §301(a)(5) Capitalized Reserves for services connected to the preservation and creation of new permanent supportive housing. §301(a)(4) Matching portions of funds available through the Low- and Moderate-Income Housing Asset Fund pursuant to subdivision (d) of HSC Section 34176.

Instructions: If the Local Government Recipient of the PLHA Formula Allocation delegated its PLHA formula allocation to a Local Housing Trust Fund or to another Local Government, the Applicant (for which information is required below) is the Local Housing Trust Fund or administering Local Government. The PLHA award will be made to the Applicant (upon meeting threshold requirements) and the Applicant is responsible for meeting all program requirements throughout the term of the Standard Agreement.

The 302(c)(4) Plan template worksheet requires first choosing one or more of the Eligible Activities listed below. If "Yes" is clicked, the 302(c)(4) Plan worksheet opens a series of questions about what precise activities are planned. Some specific activities, such as providing downpayment assistance to lower-income households for acquisition of an affordable home, could be included under either Activity 2 or 9. Please only choose one of those Activities; don't list the downpayment assistance under both Activities.

If the PLHA funds are used for the same Activity but for different Area Median Income (AMI) level, select the same Activity twice (or more times) and the different AMI level the Activity will serve. Please enter the percentage of funds allocated to the Activity in only the first Activity listing to avoid double counting the funding allocation.

For each year (2019-2023), allocations must equal 100% annually including the allowable administrative costs of up to 5%. 2021 PLHA NOFA Formula Allocation Amount: $1,347,626 2021 NOFA Allowable Local Admin (5%): $67,381 Uploaded to HCD?
§300(d) Is Applicant delegated by another Local government to administer on its behalf its formula allocation of program funds? CA
§302(c)(3) Applicant certified in the Resolution submitted with this application that, if the Local Government proposes allocation of funds for any activity to another entity, the Local government’s selection process had no conflicts of interest and was accessible to the public. §302(c)(2) Applicant certified in the Resolution submitted with this application that submission of the applicati on was authorized by the governing board of the Applicant.

Eligible Activities, §301
Title:
91206
Yes
§302(a) The Applicant's Housing Element and Delegating Local Government's Housing Element (if applicable) was/were adopted by the Local Government’s governing body by the application submittal date subsequently determined to be in substantial compliance with state Housing Element Law pursuant to Government Code Section 65585.

Yes
§301(a)(3) Matching portions of funds placed into Local or Regional Housing Trust Funds.

State: CA
Address:

Pamela Jackson
City Manager
613 East Broadway
Yes
Threshold Requirements, §302
§302(b) Applicant or Delegating Local Government has submitted the current or prior year's Annual Progress Report to the Department of Housing and Community Development pursuant to Government Code Section 65400. Yes §300(d) If Applicant answered "Yes" above, has the Applicant attached the legally binding agreement required by §300 (c) and (d)? A sample agreement can be
found by double clicking on
the icon to the right
§302(c)(5) Applicant certified in the Resolution submitted with this application that the Plan submitted is for a term of five years (2019-2023). Local Governments agree to inform the Department of changes made to the Plan in each succeeding year of the term of the Plan. Yes §302(c)(6) Applicant certified in the Resolution submitted with this application that it will ensure compliance with §302(c)(6) if funds are used for the acquisition, construction, or rehabilitation of for-sale housing projects or units within for-sale housing projects.

Yes
Yes
Administration
§302(c)(4)(D) Applicant certified in the Resolution submitted with this application that the Plan was authorized and adopted by resolution by the Local Government and that the public had an adequate opportunity to review and comment on its content. §302(c)(7) Applicant certified in the Resolution submitted with this application that it will ensure that the PLHA assistance is in the form of a low-interest, deferred loan to the Sponsor of the Project, if funds are used for the development of an Affordable Rental Housing Development. The loan shall be evidenced through a Promissory Note secured by a Deed of Trust and a Regulatory Agreement shall restrict occupancy and rents in accordance with the Local government-approved underwriting of the Project for a term of at least 55 years.

Yes
File Name: Reuse Plan Program Income Reuse Plan describing how repaid loans or accrued interest will be used for eligible activities in Section 301.

Narrative uploaded
to HCD? Yes
§302(c)(8) Has Applicant attached a program income reuse plan describing how repaid loans or accrued interest will be reused for eligible activities specified in Section 301? Yes
§302(c)(4) Applicant certified in the Resolution submitted with this application that the application include a Plan in accordance with §302(c)(4)? YesApplicant agrees to adhere to §501, Audits/Monitoring of Project Files.

YesApplicant agrees to adhere to §500, Accounting Records.

Applicant Delegation Agreement Legally binding agreement between Delegating and Administering Local Governments (sample provided—just click on icon in row 17, column AI) Yes
Yes
§301(a)(10) Fiscal incentives made by a county to a city within the county to incentivize approval of one or more affordable housing Projects, or matching funds invested by a county in an affordable housing development Project in a city within the county, provided that the city has made an equal or greater investment in the Project. The county fiscal incentives shall be in the form of a grant or low-interest loan to an affordable housing Project. Matching funds investments by both the county and the city also shall be a grant or low-interest deferred loan to the affordable housing Project. §301(a)(9) Homeownership opportunities, including, but not limited to, down payment assistance. §301(a)(8) Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments.

N/A
File Name:

Pursuant to section 302(c)(4) of the Guidelines, Applicant’s PLHA Plan for 2019-2023 allocations is attached to this resolution, and Applicant certifies compliance with all public notice, comment, and hearing requirements in accordance with the Guidelines.

No
App1 TIN
Application and Adopting the PLHA
Plan (2019-2023 Allocations) Reso
Included?§301(a) Eligible activities are limited to the following:

File Name:

Uploaded to HCD? N/A
Uploaded to
HCD?
Yes
File Name:

Contact Phone:

Glendale State:
$867,025 2020 NOFA Allowable Local Admin (5%): $43,351
Eligible Applicants §300
§300(a) and (b) Eligible Applicants for the Entitlement and Non-Entitlement formula component described in Section §100(b)(1) and (2) are limited to the metropolitan cities and urban counties allocated a grant for the federal fiscal year 2017 pursuant to the federal CDBG formula specified in 42 USC, Section §5306 and Non-entitlement local governments.

Applicant: City of Glendale
County:
818-548-3705
91206
Auth Rep Name: Roubik Golanian
City: Glendale CA Zip:

Zip Code:
2022 PLHA NOFA Formula Allocation Amount: $1,483,020 2022 NOFA Allowable Local Admin (5%): $74,151 Eligible Applicant Type: Entitlement.

Local Government Recipient of PLHA Formula Allocation: Glendale 2020 PLHA NOFA Formula Allocation Amount:

Zip Code:
818-548-4844
Contact Name:

City:

Phone:

Address:

Address:
141 North Glendale Avenue, Suite 202
Contact Email: [email protected]
City:
91206 Los AngelesState:

Glendale
[email protected] Rep. Email:

Title: Housing Coordinator
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
SAMPLE -Legally
Binding Agreement
PLHA Page 1 Formula Allocation Application
46 of 545

Signature Date
Certifications
Applicant agrees to adhere to §503, Reporting. Yes
Applicant agrees to adhere to §502, Cancellation/Termination.

Roubik Golanian
Authorized Representative Printed Name
City Manager
Title
Yes
On behalf of the entity identified below, I certify that: The information, statements and attachments included in this application are, to the best of my knowledge and belief, true and correct and I possess the legal authority to submit this application on behalf of the entity identified in the signature block.

PLHA Page 2 Formula Allocation Application
47 of 545

§302(c)(4)(C) Provide a description of how the Plan is consistent with the programs set forth in the Local Government’s Housing Element.

This Plan is consistent with the following programs identified in the City's Housing Element which outline housing goals and policies:
1) Goal 3: A City with Increased Opportunities for Affordable Housing - Encourage the private development of affordable housing, as well as senior housing; 2) Program Strategy #2- Production of Affordable Housing, 2a. Density Bonus Program: Utilize density bonus incentives to encourage the development of affordable family housing as well as senior housing; and 3) Policy 4.4: Amend the Zoning Ordinance as appropriate to facilitate the development for special needs groups and individuals, such as locating housing and special populations near appropriate services. §301(a)(1) The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low-,very low-, low-, or moderate- income households, including necessary Operating subsidies. §302(c)(4)(E)(i) Provide a detailed and complete description of how allocated funds will be used for each proposed Affordable Rental Housing Activity. §302(c)(4) Plan Rev. 2/16/22
§302(c)(4)(A) Describe the manner in which allocated funds will be used for eligible activities.

The City will help finance this affordable rental community targeted to senior households earning between 30% and 80% of Area Median Income (AMI).

95.0% 95.0% 95.0% 95.0% 95.0%
§302(c)(4)(E)(ii) Area Median
Income Level Served 80% 80% 80% 80% 80%
150 n/a n/a
TOTAL
450
§302(c)(4)(E)(ii) Unmet share of
the RHNA at the AMI Level
Note: complete for years 2019,
2020, 2021 only
55 Years 55 Years 55 Years 55 Years 55 Years 55 Years
§302(c)(4)(E)(iv) Period of
Affordability for the Proposed
Affordable Rental Housing
Activity (55 years required for
rental housing projects)
55 Years 55 Years 55 Years 55 Years 55 Years 55 Years 55 Years 55 Years §302(c)(4)(E)(ii) Projected
Number of Households Served 0 0 0 0 60
150 150
PLHA Page 1 302(c)(4) Plan
of

The proposed timeline for development of the proposed senior rental community: 1. City acquire the site (complete);

2. City publish RFP for affordable housing developers (Q1 2023);

3. City execute DDA with developer (Q2 2023); 4. Predevelopment phase (2023 and 2024); and 5. Construction phase (2024/2025).

PLHA Page 2 302(c)(4) Plan
49 of 545

25 24
23 22
21 20
19 18
17 16
15 14
13 12
11 10
9 8
7 6
5 4
3 2
1 Justification:

Issue # Program
Name & Tab Section Cell# Update/Comment Urgency ADT Status Status Date Organization: Email: Contact Phone:

Application Development Team (ADT) Support Form Rev. 2/16/22 Please complete the "yellow" cells in the form below and email a copy to: [email protected]. and [email protected]. A member of the Application Development Team will respond to your request within ASAP.

Full Name: Date Requested: Application
Version Date:

PLHA Page 1 Application Support
50 of 545

Program Income Reuse Plan
The City of Glendale (“City”) commits to maintaining policies and procedures that segregate Permanent Local Housing Allocation (PLHA) for future reuse in accordance with the following policies:

1. All repayments of PLHA loan principle and interest shall be received by City and deposited into separate reuse account maintained by the City’s Finance Department. The City provides a detailed tracking system to document PLHA loans. Including borrower name and address, loan/reference number, grant year and principal and interest.

2. The reuse account shall be an interest-bearing account into which all earned interest shall be deposited. Interest earned shall be considered reuse funds and will be used in the same manner and with the same restrictions as principal and interest payments.

3. All funds deposited into the reuse account shall be the property of the City.

4. All PLHA reuse funds shall be expended in accordance with PLHA regulations. This includes, but is not limited to, income levels, homebuyer education requirements, and coordinated entry requirements.

5. Reuse funds may be used for PLHA eligible in the following categories, but must be in alignment with the State approved PLHA Plan.
a. The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low-, very low-, low-, or moderate-income households, including necessary operating subsidies.
b. The predevelopment, development, acquisition, rehabilitation, and preservation of Affordable rental and ownership housing, including Accessory Dwelling Units (ADUs), that meets the needs of a growing workforce earning up to 120-percent of AMI, or 150-percent of AMI in high-cost areas. ADUs shall be available for occupancy for a term of no less than 30-days.
c. Assisting persons who are experiencing or at risk of homelessness, including, but not limited to, providing rapid rehousing, rental assistance, supportive/case management services that allow people to obtain and retain housing, operating and capital costs for navigation centers and emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing. d. Accessibility modifications in lower-income owner-occupied housing. e. Efforts to acquire and rehabilitate foreclosed or vacant homes and apartments. f. Homeownership opportunities, including, but not limited to, down payment assistance.
g. Up to five percent (5%) for administration.

6. Reuse funds may be used within the boundaries of the City of Glendale.

7. The City shall allow HCD full access to the reuse account records for the purpose of determining compliance with PLHA regulations.
51 of 545

2 CITY OF GLENDALE, CALIFORNIA

REPORT TO THE JOINT MEETING GLENDALE CITY COUNCIL AND

GLENDALE HOUSING AUTHORITY

AGENDA ITEM
Report: Affordable Housing Agreement and Ground Lease Associated with Linc-CORE Pioneer LP, created by LINC Housing Corporation and National Community Renaissance of California, for a Proposed 100% Affordable Senior and Small Family Housing Project on Housing Authority Owned Land at 515 Pioneer Drive.

1. Housing Authority Resolution Approving an Affordable Housing Agreement and Ground Lease with Linc-CORE Pioneer LP for Housing Authority Owned Land at 515 Pioneer Drive in Glendale, California 91203; and

2. Resolution of Appropriation in Support of 515 Pioneer Drive, a 100% Affordable Rental Senior and Small Family Housing Project.

COUNCIL ACTION
Item Type: Action Item
Approved for November 15, 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 Linc-CORE Pioneer LP, a California Limited Partnership created by LINC Housing Corporation, a California nonprofit public benefit corporation (“Linc Housing”) and National Community Renaissance of California, a California nonprofit public benefit corporation (“National CORE”).

The Affordable Housing Agreement and Ground Lease support 515 Pioneer Drive, a 100% affordable, 340-unit rental, senior and small family housing project located at 515 Pioneer Drive. In June 2022, Linc Housing and National CORE were able to secure 4% low-income housing tax credits (“4% Tax Credits”) from the California Tax Credit Allocation Committee (“CTCAC”). With an award of 4% Tax Credits, the Housing Authority may now commit $2 million in Federal HOME Investment Partnerships Program (“HOME”) funds as part of the approval of the Affordable Housing Agreement. 52 of 545

22 3
6 7
4 COUNCIL PRIORITIES
Housing: The execution of the Affordable Housing Agreement and Ground Lease in support of 515 Pioneer Drive 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 337 affordable rental housing units for lower income senior and small family households.

RECOMMENDATION
The Housing Authority and City Council to (1) approve, authorize and direct execution of an Affordable Housing Agreement and Ground Lease with Linc-CORE Pioneer LP for Housing Authority owned land at 515 Pioneer Drive and (2) approve the Resolution of Appropriation in support of 515 Pioneer Drive, a 100% affordable rental small family and senior housing project.

BACKGROUND
In Fall 2019, the Housing Authority acquired 515 Pioneer Drive from AT&T for $12.4M.

The purpose of the Housing Authority’s acquisition was for a future 100% affordable housing development. On July 29, 2020, the Housing Authority issued a Request for Proposals (“RFP”) to solicit developers’ interest in partnering with the Housing Authority.

Linc Housing and National CORE were selected and awarded an Exclusive Negotiating Agreement on February 16, 2021. On August 10, 2021, the City Council approved the Density Bonus and Inclusionary Housing Plan. At the same meeting, the Housing Authority approved a Letter of Loan Commitment with LINC Housing and National CORE in the amount of $22.4M which included $12.4M in land and $10M in cash for the development of 340 units of housing affordable to extremely low, very low and low- income seniors and small families at 515 Pioneer Drive. 515 Pioneer Drive will provide 100% affordable rental housing for seniors and small families with incomes between 30% and 80% of area median income. 92 units will be reserved as affordable for seniors and 245 units will be reserved as affordable for small families. Three units will be reserved as managers’ units. The project will provide 342 parking spaces in a two-level subterranean parking garage, including 35 EV-ready stalls. The project will feature all-electric appliances and will meet Leadership in Energy and Environmental Design (LEED) Gold rating from the U.S. Green Building Council.

Linc Housing and National CORE propose to develop 515 Pioneer Drive with financing that includes multifamily housing revenue bond proceeds, low-income housing tax credits, Measure S Funds, Low and Moderate Income Housing Asset Fund Tax Allocation Bonds, HOME Program Funds, and other private and public funding sources.

In September 2021, Linc Housing and National CORE applied for an allocation of tax- exempt multifamily housing revenue bonds from the California Debt Limit Allocation Committee (“CDLAC”) and an allocation of 4% Tax Credits from the California Tax Credit Allocation Committee (“CTCAC”). The project was not awarded funds. A second application for bonds and tax credits was made in March 2022 and the project was awarded $74,970,489 in multifamily housing revenue bond proceeds, $6,818,969 in 53 of 545

32 3
6 7
4 Federal Tax Credits and $13,979,409 in total State Tax Credits in June 2022. On June 28, 2022, the Housing Authority and City Council unanimously approved to provide an additional $6 million in Measure S funding to the project and execute an Amended and Restated Letter of Loan Commitment with Linc Housing and National CORE. Shortly thereafter, Linc Housing and National CORE accepted the bonds and tax credit awards.

Moreover, In February 2022, Linc Housing and National CORE applied for and received a $5 million subsidy loan from the California Housing Finance Agency (“CalHFA”) through its Mixed Income Program (“MIP”). In August 2022, Linc Housing and National CORE applied for and received a supplemental $5,203,625 subsidy loan from CalHFA through its MIP. To date, CalHFA has committed $10,203,625 in MIP subsidy loans.

The loans will be available at permanent conversion and repayable on a residual receipts basis at 1% interest.

In August 2022, Linc Housing and National CORE submitted an application to CDLAC and CTCAC and received $7,497,049 in supplemental multifamily housing revenue bonds, increasing the amount of multifamily housing revenue bonds committed to the project to $82,467,538.

Linc Housing and National CORE have been in the plan check process and anticipate building permit issuance by mid-November 2022. Concurrently, the developers 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 and Draft Ground Lease (Exhibit 2) attached. Once approved, all closing documents will be executed.

Construction of 515 Pioneer Drive is anticipated to commence in December 2022. It is expected to last approximately 36 months with an anticipated completion of December 31, 2025, but no later than March 31, 2026. 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 Amended and Restated Letter of Loan Commitment on June 28, 2022.

The key terms of the Affordable Housing Agreement and Ground Lease are summarized as follows:
•Linc Housing and National CORE will finance and construct 340 residential dwelling units for seniors and small families, 337 as affordable rental housing and three will be reserved as on-site managers’ units.
•The housing units will be reserved for rent by lower income households at 54 of 545

42 3
6 7
4 affordable rent levels between 30% and 80% area median income through the lease term of 78 years.
•The Housing Authority’s total assistance to 515 Pioneer Drive is $28,400,000 (consisting of $12,400,000 for land and $16,000,000 development loan), or approximately, $83,529 per unit.
•The Housing Authority’s development loan will fund 515 Pioneer Drive’s first $16,000,000 in construction costs. The Housing Authority’s non pari-passu funding will create a cost-savings of approximately, $1,427,619 in construction loan interests and fees.
•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.

PROJECT ECONOMICS
The estimated budget is $167,926,758 which has increased by $1,960,090 since the Housing Authority approved the Amended and Restated Letter of Loan Commitment on June 28, 2022. The increased costs are being funded by a combination of a larger permanent loan (mortgage financing) and deferred developer fees.

The Housing Authority’s contribution to the project remains the same, with a long-term lease valued at the prorated land acquisition price of $12,400,000 (approximately, $36,471 per unit) and a $16,000,000 development loan (approximately, $47,059 per unit). The remaining $139,526,758 will be financed using a permanent loan of $30,757,000; $12,301,879 in State Tax Credit equity proceeds ($13,979,409 in State Tax Credits valued at $0.88); $1,057,687 in accrued deferred interest for the Housing Authority’s development loan; $819,708 in accrued deferred interest for the Housing Authority’s Ground Lease loan; $10,203,625 in CalHFA MIP; $6,896,295 in deferred developer fees; $4,957,268 in contributed general partner capital; and $72,533,296 in Federal Tax Credit equity proceeds (approximately, $7,635,847 in Federal Tax Credits valued at $0.95 over 10 years).

Table 1 on below shows the sources of funds during and post-construction:

TABLE 1 SOURCES OF FUNDS
Construction Amount Per Unit
Construction Loan (Tax Exempt) $ 82,467,538.00 $ 242,551.58 Construction Loan (Taxable) $ 9,177,478.00 $ 26,992.58 General Partner Certificated Credit
Sale Loan $ 4,440,500.00 $ 13,060.29
Glendale Housing Authority
Development Loan $ 16,000,000.00 $ 47,058.82 Accrued Deferred Interest Glendale
Housing Authority Development Loan $ 1,057,687.00 $ 3,110.84 55 of 545

52 3
6 7
4 Glendale Housing Authority Ground
Lease $ 12,400,000.00 $ 36,470.59
Accrued Deferred Interest Glendale
Housing Authority Ground Lease $ 819,708.00 $ 2,410.91 Costs Deferred Until Conversion $ 3,525,764.00 $ 10,369.89 Deferred Developer Fee $ 6,896,295.00 $ 20,283.22 General Partner Developer Fee $ 4,957,168.00 $ 14,579.91 General Partner Capital $ 100.00 $ 0.29 Limited Partners $ 26,184,520.00 $ 77,013.29 Total Sources $ 167,926,758.00 $ 493,902.23
Permanent Amount Per Unit
Conventional Permanent Loan $ 30,757,000.00 $ 90,461.76 General Partner Certificated Credit
Sale Loan $ 12,301,879.00 $ 36,182.00
Glendale Housing Authority
Development Loan $ 16,000,000.00 $ 47,058.82 Accrued Deferred Interest Glendale
Housing Authority Development Loan $ 1,057,687.00 $ 3,110.84 Glendale Housing Authority Ground
Lease $ 12,400,000.00 $ 36,470.59
Accrued Deferred Interest Glendale
Housing Authority Ground Lease $ 819,708.00 $ 2,410.91 CalHFA MIP Soft Loan $ 5,000,000.00 $ 14,705.88 Additional CalHFA MIP $ 5,203,625.00 $ 15,304.78 Deferred Developer Fee $ 6,896,295.00 $ 20,283.22 General Partner Developer Fee $ 4,957,168.00 $ 14,579.91 General Partner Capital $ 100.00 $ 0.29 Limited Partners $ 72,533,296.00 $ 213,333.22 Total Sources $ 167,926,758.00 $ 493,902.23

TARGET POPULATION, INCOME LIMITS AND RENT SCHEDULE
The Project will provide affordable rental housing for a period of 78 years to households having income ranging from 30% to 80% of area median income. Table 2 indicates the annual income limits for households at 30% to 80% of area median income, adjusted for household size in 2022.

TABLE 2 Number of Persons in Household
Income Limits 1 2 3
Extremely
Low
Income
0-30%
of AMI $25,050 $28,600 $32,200
56 of 545

62 3
6 7
4 Very Low
Income
30-
50%
of AMI
$41,700 $47,650 $53,600
Low
Income
50-
80%
of AMI
$66,750 $76,250 $85,800
Monthly rents (minus utilities) for the units will range from approximately $426 to $573 per month for the studio units, $609 to $1,726 per month for the one-bedroom units, and $1,255 to 2,059 per month for the two-bedroom units. The total number of rent restricted units is 337. Table 3 shows the number of studio, one-bedroom, and two-bedroom units that will be available for each income level of households. Three, two-bedroom units will be reserved for the resident managers and will not have rent restrictions.

Table 3: Unit Mix and Rents
Unit No. of
units
%
AMI
Gross
rent
Utility
allowance
Net
rent
Studio 14 30% $478 $52 $426
Studio 18 30% $625 $52 $573
1-bedroom 2 30% $670 $61 $609
1-bedroom 48 40% $893 $61 $832
1-bedroom 29 50% $1,116 $61 $1,055
1-bedroom 131 60% $1,340 $61 $1,279
1-bedroom 50 80% $1,787 $61 $1,726
2-bedroom 5 50% $1,340 $85 $1,255
2-bedroom 40 80% $2,144 $85 $2,059

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 515 Pioneer Drive as a project it intended to develop with the use of approximately $2 million 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.
57 of 545

72 3
6 7
4 STAKEHOLDERS/OUTREACH
Public hearings were conducted on August 10, 2021 to approve the Density Bonus and Inclusionary Housing Plan, Letter of Loan Commitment and Lease Option. A Design Review Board hearing was conducted on September 23, 2021. A public hearing was also conducted on June 28, 2022 to approve $6 million in additional funding and an Amended and Restated Letter of Loan Commitment. All hearings were properly noticed.

FISCAL IMPACT
The Housing Authority's total assistance to 515 Pioneer Drive is $28.4 million, consisting of $12.4 million in land and $16.0 million in development loan. The development loan is currently budgeted in the following projects:

Existing Appropriation
Amount Account String Funding Source
$4,620,781 GL: 43112-2130-CDD-0020-P0000-
PL: CDD00717AN
Low and Moderate
Income
Housing Asset Fund
$1,300,000 GL: 43112-2250-CDD-0020-P0000-
PL: CDD00717BN
2011 TABs Housing
Fund
$10,079,219
($9,195,030 Available)
GL: 43112-4011-CDD-0020-P0000-
PL: CDD00717CN
Measure S CIP Fund
$16,000,000 Total
However, as part of the Affordable Housing Agreement, staff is requesting to deallocate $4,620,781 in Low and Moderate Income Housing Asset Funds (“LMIHAF”) and requesting to use $2,620,781 from existing Measure S budget by shifting appropriation from the Measure S Affordable Housing Land Acquisition project. In addition, since staff anticipates authorization from HUD to utilize Home Grant funds for 515 Pioneer Drive in the amount of $2.0 million, staff is also requesting to appropriate federal revenues to cover the gap in funding. The funding request is outlined below.

Requesting Appropriation
Amount From
(Account String)
To
(Account String)
Funding Source
$2,620,781 GL: 43110-4011-CDD-
0020-P0000-
PL: CDD00487AN
GL: 43112-4011-CDD-
0020-P0000-
PL: CDD00717CN
Measure S CIP
Fund
$2,000,000 GL: 31240-2030-CDD-
0020-P0000-
PL: CDD00717DN
GL: 43112-2030-CDD-
0020-P0000-
PL: CDD00717DN
Home Grant
Fund
58 of 545

82 3
6 7
4 ENVIRONMENTAL REVIEW (CEQA/NEPA)
In conjunction with the approval of the Project’s land use entitlements and letter of loan commitment on August 10, 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).

On September 12, 2022, the City published a Notice of Intent to Request Release of Funds and a Notice of Finding of No Significant Impact on the Environment. On October 5, 2022, the City submitted a request to the HUD for the release of HOME funds to undertake the project. Acting as the Responsible Entity under a Lead Agency Agreement with the City, CalHFA has determined that the project will have no significant impact on the human environment. Therefore, an Environmental Impact Statement under the National Environmental Policy Act of 1969 (“NEPA”) is not required. An Environmental Review Record (“ERR”) was made available online and at the Community Development Department for examination by the public. No written comments on the ERR were received. The City of Glendale is awaiting HUD’s pending approval and signature for the release of HOME funds.

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 3, in accordance with the City Campaign Finance Ordinance No. 5744.

ALTERNATIVES
Alternative 1: Adopt the resolution authorizing execution of an Affordable Housing Agreement and Ground Lease with Linc-CORE Pioneer L.P. for Housing Authority owned land at 515 Pioneer Drive and adopt the resolution of appropriation committing HOME funds and Measure S CIP funds, in support of 515 Pioneer Drive, 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: Consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Prepared by:

Peter Zovak, Assistant Director of Community Development Michael Fortney, Principal Housing Project Manager
Michelle Yekikian, Senior Housing Project Manager
59 of 545

92 3
6 7
4 Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit 1: Site Map
Exhibit 2: Draft Affordable Housing Agreement and Draft Ground Lease Exhibit 3: Campaign Disclosures
60 of 545

7 3
6 3
RESOLUTION NO. __________

A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF GLENDALE,

CALIFORNIA APPROVING AN AFFORDABLE HOUSING AGREEMENT AND GROUND

LEASE BETWEEN THE HOUSING AUTHORITY AND LINC-CORE PIONEER LP,

CREATED BY LINC HOUSING CORPORATION AND NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA, FOR THE DEVELOPMENT OF A 100% AFFORDABLE

SENIOR AND SMALL FAMILY HOUSING PROJECT ON HOUSING AUTHORITY OWNED LAND AT 515 PIONEER DRIVE
WHEREAS, the Authority is committed to providing decent, safe, and affordable housing; 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, Linc-CORE Pioneer LP, a California Limited Partnership created by LINC Housing Corporation, a California nonprofit public benefit corporation, and National Community Renaissance of California, a California nonprofit public benefit corporation (“Developer”) has proposed to design, finance, and build a 340-unit affordable rental, senior and small family housing project generally located at 515 Pioneer Drive in Glendale (“Project”); and
WHEREAS, when granting prior approvals to the Project, the City and the Housing Authority determined that the project is exempt from any further California Environmental Quality Act (“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); and WHEREAS, entering into 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 $28,400,000 (comprised of the $12,400,000 value of the land and additional development loan of $16,000,000), is 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 and Agreement Containing Covenants to the lender’s leasehold deed of trust, is not reasonably available, and authorizes the Executive Director or his designee to execute such subordination agreement as may be reasonably required by Developer’s construction and permanent lenders.
61 of 545

7 3
6 3
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 and Lease 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, SUZIE ABAJIAN, Ph.D., 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 Joint Meeting of the Housing Authority and the Council of the City of Glendale 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
62 of 545

63 of 545

64 of 545

COMMUNITY DEVELOPMENT DEPARTMENT

HOUSING DEVELOPMENT AND PRESERVATION
515 PIONEER DRIVE, GLENDALE, CA 91203

SITE MAP
EXHIBIT 1
65 of 545

112
515 Pioneer Drive || Glendale || RFP
Conflict of Interest Declaration
CONFLICT OF INTEREST DECLARATION || NATIONAL CORE
RFP 515 Pioneer Drive

CERTIFICA
TION
On behalf of the above-named Contractor Subcontractor:
• I acknowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and
• I hereby certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, c orrect, and complete; and
 I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

RFP 515 Pioneer Drive Campaign Finance Ordinance Disclosure EXHIBIT 2 – 515 PIONEER DRIVE CAMPAIGN FINANCE ORDINANCE DISCLOSURE City of Glendale
Disclosure - Campaign Finance Ordinance
In August 2011, City Council adopted Ordinance No. 5744, Campaign Finance Ordinance, which became effective on September 9, 2011 and amended it with Ordinance No. 5768 in February 2011. The Ordinance prohibits campaign contributions from parties who contract/subcontract with the City of Glendale (City) or the Housing Authority (HA) of the City of Glendale and prohibits Council Members from voting on matters pertaining to contracts with persons who have provided campaign contributions.

The Ordinance requires disclosure in staff reports providing the following information for the contractor and it’s subcontractor(s) receiving acontract, or a series or combination of contracts, from the City with a total value of $50,000 or more and $25,000 or more, respectively, in a fiscal year (July 1-June 30), excluding competitively bid contracts awarded to the lowest responsible Consultant:
• Name of the entity
• Name of the Chief Executive Officer/President
• Chief Operating Officer
• Chief Financial Officer
• Chairperson
• Any member of the board of directors
• Any person or entity that owns more than 10% of the contracting party or any subcontractor • Name of any campaign committee controlled or sponsored by the contracting party Please complete the following Information for contractors & subcontractors (including Consultants & Sub-consultants):

Contractor(s) *
Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/
President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
EXHIBIT 3
66 of 545

113
515 Pioneer Drive || Glendale || RFP
CONFLICT OF INTEREST DECLARATION || NATIONAL CORE
67 of 545

114
515 Pioneer Drive || Glendale || RFP
CONFLICT OF INTEREST DECLARATION || NATIONAL CORE
RFP 515 Pioneer Drive

CERTIFICATION

On behalf of the above-named Contractor Subcontractor:
• I acknowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and
• I hereby certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, c orrect, and complete; and
 I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

68 of 545

115
515 Pioneer Drive || Glendale || RFP
CONFLICT OF INTEREST DECLARATION || NATIONAL CORE
RFP 515 Pioneer Drive

CERTIFICATION

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

69 of 545

116
515 Pioneer Drive || Glendale || RFP
RFQ 900 East Broadway Campaign Finance Ordinance Disclosure EXHIBIT C – 900 EAST BROADWAY CAMPAIGN FINANCE ORDINANCE DISCLOSURE City of Glendale
Disclosure - Campaign Finance Ordinance

In August 2011, City Council adopted Ordinance No. 5744, Campaign Finance Ordinance, which became effective on September 9, 2011 and amended it with Ordinance No. 5768 in February 2011. The Ordinance prohibits campaign contributions from parties who contract/subcontract with the City of Glendale (City) or the Housing Authority (HA) of the City of Glendale and prohibits Council Members from voting on matters pertaining to contracts with persons who have provided campaign contributions.

Name of the entity
Name of the Chief Executive Officer/President
Chief Operating Officer
Chief Financial Officer
Chairperson
Any member of the board of directors
Any person or entity that owns more than 10% of the contracting party or any subcontractor Name of any campaign committee controlled or sponsored by the contracting party

Please complete the following Information for contractors & subcontractors (including Consultants & Sub-consultants):

CERTIFICATION

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

RFP 515 Pioneer Drive Campaign Finance Ordinance Disclosure

EXHIBIT 2 – 515 PIONEER DRIVE CAMPAIGN FINANCE ORDINANCE DISCLOSURE City of Glendale
Disclosure - Campaign Finance Ordinance

• Name of the entity
• Name of the Chief Executive Officer/President
• Chief Operating Officer
• Chief Financial Officer
• Chairperson
• Any member of the board of directors
• Any person or entity that owns more than 10% of the contracting party or any subcontractor • Name of any campaign committee controlled or sponsored by the contracting party

Please complete the following Information for contractors & subcontractors (including Consultants & Sub-consultants):

Contractor(s) *
Name Address

Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/
President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner

70 of 545

117
515 Pioneer Drive || Glendale || RFP
2020-2021 Board of Directors
Updated July 23, 2020
Jay Prag, Chair
Jeff Lee, Vice Chair President, LA Urban Homes
Jill McCullough, Secretary
Everett Orrick, Treasurer
Ryan Altoon Executive Vice President, AndersonPacific, LLC Scott Anderson Managing Director, Asset Management, Saban Real Estate LLC Ryan Callahan Assistant Vice President of Finance and Administration, Claremont Graduate University
John Given Principal, City Build Advisors
Wendy Jacquemin Vice President, Community Redevelopment, City National Bank
Bonnie Lowenthal California Assemblymember, 70th District, Retired Timothy B. McOsker Chief Executive Officer, AltaSea at the Port of Los Angeles Minh Nguyen Trial Attorney, Nguyen Lawyers & The Law Office of Minh T.

Nguyen
Cathy Rooney Principal, A Bigger Container Consulting
Vice President, CoreLogic, Retired
For biographies on each of our board members, please visit our website.

West Coast Chief Executive Officer, BBVA Compass
Vice President, Government and Community Relations &
Community Development Manager, U.S. Bank
Professor, Peter F. Drucker and Masitoshi Ito School of Management
CONFLICT OF INTEREST DECLARATION || LINC
71 of 545

118
515 Pioneer Drive || Glendale || RFP
RFQ 900 East Broadway Campaign Finance Ordinance Disclosure * For purposes of the Ordinance, the Contractor is any “person” who is the party or prospective party to the contract with the City or HA or any member of that party’s Board of Directors, its Chairperson, Chief Executive Office, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in the party, and any campaign committee, that is sponsored or controlled by the party. Please disclose the name and addresses of these persons above.

Subcontractor(s) **
Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” means a person who has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. For purposes of the “subcontractor”, “Person” includes the subcontracting party as well as any member of that party’s Board of Directors, its Chairperson, Chief Executive Office, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in the party, and any campaign committee, that is sponsored or controlled by the party. Please disclose the names and addresses of these persons above.

Campaign Committee Controlled/Sponsored by
Title Business Address City State Zip

Certification
I hereby certify, on behalf of the above-named contractor, that the names of all “person” of the contractor and subcontractor under the contract are fully set forth above. I further acknowledge that the Consultant has a continuing obligation to update this disclosure form if the Consultant selects additional or substitute architects, design professionals, contractor or subcontractors within ten (10) days of the selection or change. I hereby certify that I have been legally authorized by the contractor to submit this disclosure form and certify to the content hereof.

Executed on at , California
Contractor’s Signature , Print Consultants’ Full Name
Contractor’s Address
Contractor’s Contact Phone Number Contractors’ E-mail Address LR
CONFLICT OF INTEREST DECLARATION || LINC
RFP 515 Pioneer Drive

CERTIFICATION

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

72 of 545

119
515 Pioneer Drive || Glendale || RFP
RFQ 900 East Broadway

CERTIFICATION
On behalf of the above-named Contractor Subcontractor:

I acknowledge that I have a continuing obligation to update this disclosure form if I substi or change; and
I hereby certify that:

I have identified all persons for which the Ordinance requires disclosure; The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and
I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

LR
, California.

CONFLICT OF INTEREST DECLARATION || LINC
RFP 515 Pioneer Drive

CERTIFICATION

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at:
, California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

73 of 545

120
515 Pioneer Drive || Glendale || RFP
RFP 515 Pioneer Drive Campaign Finance Ordinance Disclosure EXHIBIT 2 – 515 PIONEER DRIVE CAMPAIGN FINANCE ORDINANCE DISCLOSURE City of Glendale
Disclosure - Campaign Finance Ordinance
In August 2011, City Council adopted Ordinance No. 5744, Campaign Finance Ordinance, which became effective on September 9, 2011 and amended it with Ordinance No. 5768 in February 2011. The Ordinance prohibits campaign contributions from parties who contract/subcontract with the City of Glendale (City) or the Housing Authority (HA) of the City of Glendale and prohibits Council Members from voting on matters pertaining to contracts with persons who have provided campaign contributions.

The Ordinance requires disclosure in staff reports providing the following information for the contractor and it’s subcontractor(s) receiving a contract, or a series or combination of contracts, from the City with a total value of $50,000 or more and $25,000 or more, respectively, in a fiscal year (July 1-June 30), excluding competitively bid contracts awarded to the lowest responsible Consultant:
• Name of the entity
• Name of the Chief Executive Officer/President
• Chief Operating Officer
• Chief Financial Officer
• Chairperson
• Any member of the board of directors
• Any person or entity that owns more than 10% of the contracting party or any subcontractor • Name of any campaign committee controlled or sponsored by the contracting party Please complete the following Information for contractors & subcontractors (including Consultants & Sub-consultants):

121
515 Pioneer Drive || Glendale || RFP
RFP 515 Pioneer Drive Campaign Finance Ordinance Disclosure * For purposes of the Ordinance, the Contractor is any “person” who is the party or prospective party to the contract with the City or HA or any member of that party’s Board of Directors, its Chairperson, Chief Executive Office, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in the party, and any campaign committee, that is sponsored or controlled by the party. Please disclose the name and addresses of these persons above.

Subcontractor(s) **
Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” means a person who has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. For purposes of the “subcontractor”, “Person” includes the subcontracting party as well as any member of that party’s Board of Directors, its Chairperson, Chief Executive Office, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in the party, and any campaign committee, that is sponsored or contr olled by the party. Please disclose the names and addresses of these persons above.

Campaign Committee Controlled/Sponsored by
Title Business Address City State Zip
Certification
I hereby certify, on behalf of the above-named contractor, that the names of all “person” of the contractor and subcontractor under the contract are fully set forth above. I further acknowledge that the Consultant has a continuing obligation to update this disclosure form if the Consultant selects additional or substitute architects, design professionals, contractor or subcontractors within ten (10) days of the selection or change. I hereby certify that I have been legally authorized by the contractor to submit this disclosure form and certify to the content hereof.

Executed on at , California
Contractor’s Signature , Print Consultants’ Full Name
Contractor’s Address
Contractor’s Contact Phone Number Contractors’ E-mail Address 10/27/20 3573 Hayden Avenue, Culver City
John Arnold, AIA
3573 Hayden Avenue, Culver City, CA 90232
310-399-7975 [email protected]
Please see the following attachment. KFA has never contributed to any political campaigns.

KFA Architecture 3573 Hayden Avenue, Culver City, CA 90232 CONFLICT OF INTEREST DECLARATION || KFA
75 of 545

122
515 Pioneer Drive || Glendale || RFP
Full Name Title Business Address City State Zip
John Arnold, AIA Partner 3573 Hayden Avenue Culver City CA 90232 Lise Bornstein, AIA Partner 3573 Hayden Avenue Culver City CA 90232 Jonathan Watts, AIA Partner 3573 Hayden Avenue Culver City CA 90232 Wade Killefer, FAIA Partner 3573 Hayden Avenue Culver City CA 90232 Barbara Flammang, FAIA Partner 3573 Hayden Avenue Culver City CA 90232 Name Address
3573 Hayden Avenue, Culver City, CA 90232KFA Architecture CONFLICT OF INTEREST DECLARATION || KFA
76 of 545

123
515 Pioneer Drive || Glendale || RFP
CONFLICT OF INTEREST DECLARATION || CHEE SALETTE
RFP 515 Pioneer Drive Campaign Finance Ordinance Disclosure

EXHIBIT 2 – 515 PIONEER DRIVE CAMPAIGN FINANCE ORDINANCE DISCLOSURE City of Glendale
Disclosure - Campaign Finance Ordinance

Please complete the following Information for contractors & subcontractors (including Consultants & Sub-consultants):

Contractor(s) *
Name Address

Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer/
President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner

77 of 545

124
515 Pioneer Drive || Glendale || RFP
CONFLICT OF INTEREST DECLARATION || CHEE SALETTE
78 of 545

125
515 Pioneer Drive || Glendale || RFP
CONFLICT OF INTEREST DECLARATION || CHEE SALETTE
79 of 545

AFFORDABLE HOUSING AGREEMENT
(515 Pioneer)

by and between

HOUSING AUTHORITY OF THE CITY OF GLENDALE,
Authority,

and

LINC-CORE PIONEER LP,
Developer

November 18, 2022

80 of 545

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.............................................................................................. 11 Section 1.04 The Authority ............................................................................................ 12 SECTION 1.05 The Developer ........................................................................................... 12 Section 1.06 Assignments and Transfers ....................................................................... 12 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 ................................................................................. 17 Section 4.03 Scope of Development .............................................................................. 17 Section 4.04 Construction Drawings and Related Documents ...................................... 18 Section 4.05 Authority Approval of Plans, Drawings and Related Documents ............ 18 Section 4.06 Cost of Construction ................................................................................. 19 Section 4.07 Schedule of Performance .......................................................................... 19 Section 4.08 Local, State and Federal Laws .................................................................. 20 Section 4.09 Nondiscrimination During Construction................................................... 21 Section 4.10 Copeland Anti-Kickback Act .................................................................... 21 Section 4.11 Contract Work Hours and Safety Standards Act ...................................... 21 Section 4.12 Indemnification and Insurance .................................................................. 21 Section 4.13 Disclaimer of Authority Responsibility .................................................... 25 Section 4.14 Permits ...................................................................................................... 25 Section 4.15 Rights of Access ....................................................................................... 25 Section 4.16 Taxes, Assessments, Encumbrances and Liens ........................................ 26 Section 4.17 Rights to Plans .......................................................................................... 26 Section 4.18 Release of Construction Covenants .......................................................... 26 Article V. USE OF THE PROPERTY ................................................................................... 27 Section 5.01 Use As Affordable Housing ...................................................................... 27 Section 5.02 Management Plan; Annual Project Budget; Quarterly Report ................. 29 81 of 545

ii
Section 5.03 Property Maintenance ............................................................................... 30 Section 5.04 Obligation to Refrain from Discrimination............................................... 31 Section 5.05 Equal Employment Opportunity ............................................................... 33 Section 5.06 Labor, Training, and Business Opportunity .............................................. 34 Section 5.07 Effect and Duration of Covenants............................................................. 34 Section 5.08 Enforcement of Covenants ........................................................................ 34 Section 5.09 Monitoring ................................................................................................ 35 Section 5.10 Agreement Containing Covenants; HOME Regulatory Agreement ......... 35 Article VI. DEFAULTS AND REMEDIES ........................................................................... 35 Section 6.01 Defaults - General ..................................................................................... 35 Section 6.02 Institution of Legal Actions ...................................................................... 37 Section 6.03 Applicable Law ......................................................................................... 37 Section 6.04 Acceptance of Service of Process ............................................................. 37 Section 6.05 Rights and Remedies are Cumulative ....................................................... 37 Section 6.06 Damages .................................................................................................... 37 Section 6.07 Specific Performance ................................................................................ 37 Section 6.08 Termination by Either Party...................................................................... 38 Section 6.09 Termination by Developer ........................................................................ 38 Section 6.10 Termination by Authority ......................................................................... 38 Section 6.11 Limited Recourse Obligations .................................................................. 39 Article VII. GENERAL PROVISIONS ................................................................................... 40 Section 7.01 Notices ...................................................................................................... 40 Section 7.02 Conflicts of Interest................................................................................... 41 Section 7.03 Nonliability of Authority Officials and Employees .................................. 41 Section 7.04 Force Majeure ........................................................................................... 41 Section 7.05 Inspection of Books and Records ............................................................. 41 Section 7.06 Approvals .................................................................................................. 42 Section 7.07 Real Estate Commissions .......................................................................... 42 Section 7.08 No Third Party Beneficiaries .................................................................... 42 Section 7.09 Authority to Sign....................................................................................... 43 Section 7.10 No Partnership .......................................................................................... 43 Section 7.11 Compliance With Law .............................................................................. 43 Section 7.12 Binding Effect ........................................................................................... 43 Section 7.13 Incorporation by Reference....................................................................... 43 Section 7.14 Counterparts .............................................................................................. 43 Section 7.15 Construction and Interpretation of Agreement ......................................... 43 Section 7.16 Entire Agreement, Waivers and Amendments.......................................... 44 Section 7.17 Time for Acceptance of Agreement by Authority .................................... 45 82 of 545

iii

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

83 of 545

515 Pioneer
Affordable Housing Agreement

Page 1 ends

AFFORDABLE HOUSING AGREEMENT
(515 Pioneer)
THIS AFFORDABLE HOUSING AGREEMENT (this “Agreement”), dated as of November 18, 2022, is entered into by and between the HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic (“Authority”) and LINC-CORE PIONEER LP, 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 three hundred t hirty-seven (337) affordable rental housing units for Extremely Low Income, Very Low Income, and Low Income households (consisting of 92 Senior Citizen Households and 245 family households) and three (3) unrestricted manager’s units. Development of the Project will include removing existing improvements and new construction of three new 5- story, 75 -foot high, residential buildings, a two -level subterranean parking garage, and other improvements as detailed in the Scope of Development. The development and use of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the City of Glendale and the health, safety, morals, and welfare of its residents, and in accord with the public purpose s 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 to Developer and assist Developer in paying the cost of acquiring the Property (through a loan) and constructing the Improvements (as defined below) and the Developer will construct and operate the Improvements on the Property.

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 and constructing the Improvements thereon, as set forth in the Project Budget. “Affiliate” means any Person directly 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 control led corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, control is the possession, indirectly or directly, of the power to direct or cause the direction of the management or polici es 84 of 545

515 Pioneer
Affordable Housing Agreement

Page 2 ends

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 respective 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 taxes and assessments, Senior Loans, 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 leasehold Deed of Trust with Assignment of Rents, in which Developer is the Trustor and Authority is the Beneficiary, which secures the LMIHAF Loan, the Measure S Loan , and the HOME Loan, substantially in the form attached to this Agreement as Attachment No. 15.
“Authority Loan” 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.
“Co-Managing General Partner” means LINC Pioneer LLC, a California limited liability company, and its successors and assigns permitted under the terms of this Agreement. 85 of 545

515 Pioneer
Affordable Housing Agreement

Page 3 ends

“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 of the Improvements (with the exception of minor “punchlist” items) has been completed in a good and workmanlike manner and substantially in accordance with the approved plans and specifications; (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); and (7) Developer has submitted to the Authority the information needed to complete the “Rental Set Up and Completion Form – HOME Program” required by HUD . “Conditions” means, with respect to the Property, the condition of the soil, geology, the presence of known or unknown faults or defects, or 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; (ii) the Lease is executed and delivered, and the Memorandum of Lease is recorded; (iii) the Construction Loan Deed of Trust and other Construction Loan documents, the Authority Deed of Trust and other Authority Loan Documents are recorded. “Construction Financing Event Date ” means the date on which the Construction Financing Event is scheduled to take place.
“Construction Loan” means the Construction Period loan to be made to Developer by Bank of America, N.A. 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 p eriod 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 LMIHAF Loan, the Measure 86 of 545

515 Pioneer
Affordable Housing Agreement

Page 4 ends

S Loan, the HOME Loan or any other borrowed funds, and includes the Deferred Developer Fee, 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 Executive Director, Developer and Construction Lender. “Environmental Indemnity” means an instrument substantially in the form attached to this Agreement as Attachment No. 18.
“Escrow Agent ” means Fidelity National 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 tran sportation; 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 diligence 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 claiming 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 th e 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, a nd other approvals, permits, certificates, authorizations, consents, orders, entitlements, filings or registrations, and actions of any nature 87 of 545

515 Pioneer
Affordable Housing Agreement

Page 5 ends

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 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.
“Hazardous Substances” has the meaning set forth in the Environmental Indemnity. “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 eleven (11) 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 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.
88 of 545

515 Pioneer
Affordable Housing Agreement

Page 6 ends

2. For each of the zero (0) 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 constructed on the Property, consisting of 92 units for Senior Citizen Households (a mix of 32 studio units and 60 one-bedroom units), 245 affordable family units (a mix of 200 one-bedroom units and 45 two-bedroom units), 3 two-bedroom manager’s units, and ancillary facilities, as described in the Scope of Development. “Investor Limited Partner” means any Person who will be an investor limited partner in Developer’s limited partnership and who will purchase the Low Income Housing Tax Credits and own a 99.99% interest in the Developer.
“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 attached to this Agreement as Attachment No. 2.
“Limited Partner Capital Contribution” means the Developer Equity provided from the sale of the Low Income Housing Tax Credits as set forth in the Method of Financing. “Limited Partnership” means the single purpose entity referred to herein as “Developer”, formed for the syndication of the Low Income Housing Tax Credits. “Limited Partnership Agreement ” means the agreement governing the Limited Partnership and includes th e 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.
89 of 545

515 Pioneer
Affordable Housing Agreement

Page 7 ends

“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 tenant whose household 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 zero [0] 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.

“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.
“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. 90 of 545

515 Pioneer
Affordable Housing Agreement

Page 8 ends

“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 CalHFA or another institutional lender reasonably acceptable to the Authority Executive Director (“Permanent Lender”) following Completion, 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 Deve loper’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 Borrower’s 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;
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 Developer ’s partnership pursuant to the terms of Developer ’s 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 acce lerate the maturity of the Authority Loan, provided that 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
91 of 545

515 Pioneer
Affordable Housing Agreement

Page 9 ends

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 Developer’s partnership, so long as such trans fer is not a result of a resyndication of the Low Income Housing 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 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.
“Project” means the financing, planning, construction, and use of th e 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 attached 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.
92 of 545

515 Pioneer
Affordable Housing Agreement

Page 10 ends

“Restricted Period ” means the period commencing at recordation of the Agreement Containing Covenants and continuing until the date that is seventy-eight (78) years after Conversion. 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 occupancy 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 permanent 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 ap plicable federal, state and local laws and regulations governing the use and occupancy of the Project. “Senior Lender” means the maker of a Senior Loan, and an approved construction lender, credit enhancer or construction period guaranty facility. “Senior Loan” means, during the Construction Period, the Construction Loan, and during the Permanent Period, the Permanent Loan.
“Senior Loan Documents” means, as applicable, the Construction Loan Deed of Trust, the Permanent Loan Deed of Trust, loan agreements, promissory 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 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 LMIHAF Loan, the Measure S Loan, and the HOME Loan, but not the Agreement Containing Covenants, the HOME Regulatory Agreement, or the Notice of Affordability Restrictions, to a Senior Loan. “Title Company” means Fidelity National 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:
93 of 545

515 Pioneer
Affordable Housing Agreement

Page 11 ends

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 Loan (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 portion 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.
“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 eleven [11] (9 one-bedroom and 2 two-bedroom) 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).
94 of 545

515 Pioneer
Affordable Housing Agreement

Page 12 ends

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 LINC-CORE PIONEER LP, a California limited partnership , whose general partners are Linc Pioneer LLC and NCRC Pioneer GP LLC. The address of Developer for purposes of receiving notices pursuant to this Agreement is as follows:

LINC-CORE PIONEER LP
c/o National Community Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga, California 91730
Attn: Chief Financial Officer

Copy to:

LINC Housing Corporation
3590 Elm Avenue
Long Beach, CA 90807
Attn: Chief Operating Officer

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.

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 identity 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 95 of 545

515 Pioneer
Affordable Housing Agreement

Page 13 ends

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 t his 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 connection 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, management or control of Developer (other than such changes occasioned by the death or incapacity of any individual) or a Permitted Transfer.
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 Authority 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 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 agreement by the Authority, no Transfer, or approval thereof by t he Authority, will be deemed to relieve Developer or any other party from any obligations under this Agreement.
96 of 545

515 Pioneer
Affordable Housing Agreement

Page 14 ends

g. Notwithstanding this Section 1.06, 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 II I 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 any 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 physical 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 i n 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 Developer’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 a re 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 necess ary 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 Construction Financing Event and will continue thereafter until the seventy-eighth (78th) anniversary of the Conversion date, unless earlier terminated in accordance with its terms.
97 of 545

515 Pioneer
Affordable Housing Agreement

Page 15 ends

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 the Method of Financing attached hereto as Attachment No. 3.

At or prior to the Construction Financing Event , 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 purpose of paying a portion of the construction costs for the Very Low Income HOME Units and Low Income HOME Units. b. Gap Assistance. The parties acknowledge that the Authority Loans are intended to be “gap” financing, not to ex ceed the amount needed to bridge the gap between the total Acquisition and Development Costs (as defined 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 Loans are subject to the terms and provisions of the Authority Loan Documents, including but not limited to the LMIHAF Note, Measure S Note, and the HOME Note.
c. Senior Loans 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 terms 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 Loans, but not the Agreement Containing Covenants, the HOME Regulatory Agreement or the Notice of Affordability Restrictions , 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).
98 of 545

515 Pioneer
Affordable Housing Agreement

Page 16 ends

Section 3.03 Evidence of Financing
a. Not later than t en (10) days prior to the s cheduled Construction Financing Event Date, Developer will submit to the Authority evidence satisfactory to the Authority that Developer has obtained the financing necessary for the development of the Property in accordance with this Agreement. 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 removal of the existing improvements and the construction 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 responsibility 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 of the Improvements and the use, operation and maintenance of such Improvements in accordance with the provisions of this Agreement. 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 removal of the existing improvements and construction of the Improvements , which must be consistent with Borrower’s discretionary entitlement package dated September 23, 2021.
99 of 545

515 Pioneer
Affordable Housing Agreement

Page 17 ends

c. Developer and its architect, engineer, and general contractor, are responsible 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. d. 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 condition 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 of the Improvements.

Section 4.02 Hazardous Materials
a. Prior to the Construction Financing Event, Developer will deliver to the Authority a true and complete copy of any environmental assessments Developer has made of the Property.

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 Construction Financing Event , Developer will execute and deliver to the Authority the Environmental Indemnity ( Attachment No. 18).

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 contracts will not in any way diminish or waive Developer’s obligations under this Agreement.

The identity and qualifications of the general contractor must be approved by the Authority.

National Core is pre-approved as a general contractor for the Project. 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, plumbi ng, framing and other trades requested in writing by the Authority , which approval will not be unreasonably withheld or delayed.
100 of 545

515 Pioneer
Affordable Housing Agreement

Page 18 ends

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 will be submitted in two stages, which 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 obtain 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 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 101 of 545

515 Pioneer
Affordable Housing Agreement

Page 19 ends

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 Design Review Board 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 P roject 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 respectively 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. c. During periods of construction, Developer will submit to the Authority a writ ten 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 report by Developer. Developer will meet with the Authority as requested during construction to discuss the 102 of 545

515 Pioneer
Affordable Housing Agreement

Page 20 ends

resolution of any concerns the Authority might have. Representatives of the Authority w ill have the right to participate in weekly construction meetings and will have the right to approve proposed finishes, colors, fixtures, and like matters in their reasonable discretion.

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 Property, 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 limitation, 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 regulations 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. 1857(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 t hat 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 fol lowing: (1) the noncompliance by Developer of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the 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.
103 of 545

515 Pioneer
Affordable Housing Agreement

Page 21 ends

c. It is agreed by the parties that, in connection with the development, construction (as defined by applicable law) and operation of the Improvem ents, 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 indemnit y 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 between 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 supplemented 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 secti ons 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.

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, employees, 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, 104 of 545

515 Pioneer
Affordable Housing Agreement

Page 22 ends

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 errors 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 Construction Financing Event (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 and the City as certificate holders and, except as to the insurance described in paragraph (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 Construction Financing Event, as needed to satisfy the 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 s eparation 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 not less than one hundred percent (100%) of the full insurable value of the Improvements, as defined herein in paragraph d.
(ii) Rental Income Insurance: Developer will maintain or cause to be maintained use and occupancy or business interruption or rental 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.
105 of 545

515 Pioneer
Affordable Housing Agreement

Page 23 ends

(iii) Liability Insurance: Developer will maintain or cause to be maintained general liability insurance, to protect against loss from liability imposed by law for damages on account of personal injury, including death therefrom, suffered 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 di rection, and also to protect against loss from liability imposed by law for damages to any property of any person occurring on or about the Property, or in connection 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 legal cost in defend ing claims for al leged loss. Such personal injury and property damage insurance will be maintained in full force and effect during the t erm of the Authority Loan in the following amounts: commercial general liability in a general aggregate amount of not less than Five Million Dollars ($5,000,000); and not less than Two Million Dollars ($2,000,000) of bodily injury and property damage insurance. It is the mutual intent of the parties that the levels of insurance coverage described herein will be and remain comparable to th e level of insurance coverage that is customary with comparable operations in Los Angeles County. At any time during the term of the Authority Loan, and from time to time, either party may provide notice to the other party that the level of insurance bein g 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 California to insure employers against liability for compensation under the workers’ compensation laws now in forc e in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such workers ’ 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 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 106 of 545

515 Pioneer
Affordable Housing Agreement

Page 24 ends

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 subrogation 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 actual 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 ascertain 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 Construction Financing Event, 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 i nsurers 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 maintain , at a mi nimum, the liability insurance and workers compensation insurance described in this Section 4.12, except that with respect to any contractors such contractors shall maintain in full force commercial general liability in an aggregate amount of not less than Ten Million Dollars ($10,000,000) and not less than Ten Million Dollars ($10,000,000) of bodily injur y and property damage insurance, and with res pect to any subcontrac tors such subcontractors shall maintain in full force commercial general liability in an amount not less than One Million Dollars ($1,000,000) of bodily injur y and property damage insurance, and the Developer must also cause its archi tects and engineers to maintain Architects and Engineers Professional Liability (Errors and Omissions) insurance on a “claims made basis” in an amount of 107 of 545

515 Pioneer
Affordable Housing Agreement

Page 25 ends

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 thi s 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 were 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 provi ded 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 connec tion with the Property, whether with respect to the quality, adequacy 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 Construction Financing Event, 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 construc ting the 108 of 545

515 Pioneer
Affordable Housing Agreement

Page 26 ends

improvements. 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 Construction Financing Event , 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 portion 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 not 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 Authority 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 Agreement 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.
109 of 545

515 Pioneer
Affordable Housing Agreement

Page 27 ends

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 family households and Senior Citizen Households, in conformance with the Agreement Containing Covenants and the HOME Regulatory Agreement. 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.

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. 110 of 545

515 Pioneer
Affordable Housing Agreement

Page 28 ends

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 a ffordable to Very Low Income HOME Tenants and Low Income HOME Tenants pursuant to this Agreement for not less than twenty (20) years for newly constructed HOME units, following the date of issuance 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 not meet the affordability requirements of this Agreement and the HOME Regulatory Agreement.

5. Developer must submit its rent schedule and utility allowances thir ty (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
2022 HOME Program Income Limits

Household Size Very Low Income Low Income
1 $41,700 $66,750
2 $47,650 $76,250
3 $53,600 $85,800
4 $59,550 $95,300

Los Angeles County
2022 HOME Program Rent Limits

Efficiency/Studios One bedroom Two bedrooms
Very Low Income $1,042 $1,116 $1,340
Low Income $1,335 $1,432 $1,721

For comparison purposes:

Fair Market Rent $1,384 $1,604 $2,044
65% Rent Limit $1,335 $1,432 $1,721
50% Rent Limit $1,042 $1,116 $1,340

111 of 545

515 Pioneer
Affordable Housing Agreement

Page 29 ends

7. Developer will be responsible for ensuring that the current operative HOME income and rent limits in effect at the 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 provis ions 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 required information for the preceding year. On an annual basis, Developer or its agent will additionally submit to the Autho rity 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 in the Schedule of Performance, Developer will submit to the Authority Executive Director a Management Plan reasonably acceptable 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 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.
112 of 545

515 Pioneer
Affordable Housing Agreement

Page 30 ends

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 accordance w ith 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 will pay to Authority a late fee in the amount of $500 for each Annual Project Budget and/or Quarterly Report which is not submitted to the Authority within the t imes and in the form and substance required by this Agreement, which late fee shall accrue interest if not paid when and as due under this Agreement, from the date the fee is due until paid in full, at the highest non-usurious rate of interest then permitted by law. Notwithstanding any other provision of this Agreement, this provision shall be subject to a fifteen (15) day notice and cure period.

d. 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. e. 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 time set forth in the Schedule of Performance, the Developer will prepare and submit to the Authority Executive Director or his designee for review 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 the 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 windows; removing graffiti; removing debris and waste materials and otherwise maintaining 113 of 545

515 Pioneer
Affordable Housing Agreement

Page 31 ends

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 replacing 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. 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 following notice from the Authority , with such additional time as may be reasonably necessary t o 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.
d. 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 practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property.
b. All deeds, leases or contracts will contain or be subject to substantially the 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 114 of 545

515 Pioneer
Affordable Housing Agreement

Page 32 ends

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 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, transferri ng, 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 citize ns. 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 segregatio n 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 115 of 545

515 Pioneer
Affordable Housing Agreement

Page 33 ends

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 land, nor will the transferee itself or any person claiming under or through him or her, establish or permit any such pract ice 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 or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Developer agrees to post in conspicuous places, 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 repre sentative 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 116 of 545

515 Pioneer
Affordable Housing Agreement

Page 34 ends

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 related 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 Housi ng 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 Housi ng and Urban Development issued thereunder prior to the execution of this Agreement wi ll be a condition precedent to federal financial assistance being provided to the Project as well as a continuing condition, binding upon the applicant or recipient for s uch 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 an d all applicable amendments thereto.

Section 5.07 Effect and Duration of Covenants
The covenants established 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 Construction Financing Event 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 the 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 benefit 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. 117 of 545

515 Pioneer
Affordable Housing Agreement

Page 35 ends

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 i s 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 developed 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 rental 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 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 the 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 substitution and filling of vacancies sufficient to demonstrate that the Project remains in compliance with HOME rental occupancy requirements.

Section 5.10 Agreement Containing Covenants; HOME Regulatory Agreement Concurrently with t he Construction Financing Event , 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 any term or provision of this Agreement constitutes a default under this Agreement. The party who fails or d elays must immediately commence to cure, correct or remedy such failure or delay and will complete such cure, correction or remedy with reasonable diligence.
118 of 545

515 Pioneer
Affordable Housing Agreement

Page 36 ends

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 the 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 reasonably capable of being cured within thirty (30) 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 Developer’s 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 periods 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 Limited Partner and Seni or 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.
119 of 545

515 Pioneer
Affordable Housing Agreement

Page 37 ends

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, in 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.

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 exercis e 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 notice 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 S ection 6.01, the non- defaulting party, at its option, may, after 120 of 545

515 Pioneer
Affordable Housing Agreement

Page 38 ends

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 Construction Financing Event, 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 this 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.

Section 6.09 Termination by Developer
Prior to the Construction Financing Event, 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 provisio ns of Section 6.01, the Authority will have the right, prior to the Construction Financing Event , 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 Construction Financing Event 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 Construction Financing Event 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 t herein, 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 of this Agreement; or

4. Developer fails to submit any of the reports, plans, drawings and rel ated documents required by this Agreement by the respective dates provided in this Agreement. 121 of 545

515 Pioneer
Affordable Housing Agreement

Page 39 ends

c. After the Construction Financing Event , but before Completion, Authority will have the additional right to terminate this Agreement in the event any of the fol lowing 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

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 Loans is a nonrecourse obligation of the D eveloper. 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 Authority 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) constitu te 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 122 of 545

515 Pioneer
Affordable Housing Agreement

Page 40 ends

Glendale City CouncilNovember 15, 2022

Glendale City Council
November 15, 2022