Agenda packet, joint meeting — Glendale City Council, April 18, 2023

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JOINT MEETING: GLENDALE CITY COUNCIL AND GLENDALE HOUSING AUTHORITY

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APRIL 18, 2023

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, April 18, 2023 joint public meeting of the City Council and Housing Authority was posted on Thursday, April 13, 2023 on the Bulletin Board outside City Hall.

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

3:00 PM
on
Tuesday, April 18, 2023
, 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 California Housing Finance Agency Form Standstill Agreements Containing Rental Restriction Float-Up Provisions for 515 Pioneer Drive
a. City Council Motion Authorizing the Approval of a California Housing Finance Agency Form Standstill Agreement (City Density Bonus Agreement) with Rental Restriction Float- Up Provisions for 515 Pioneer Drive;
b. Housing Authority Motion Authorizing the Approval of a California Housing Finance Agency Form Standstill Agreement (HOME Agreement) with Rental Restriction Float-Up Provisions for 515 Pioneer Drive; and
c. Housing Authority Motion Authorizing the Approval of a California Housing Finance Agency Form Standstill Agreement (Agreement Containing Covenants) with Rental Restriction Float-Up Provisions for 515 Pioneer Drive

ADJOURNMENT

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1 CITY OF GLENDALE, CALIFORNIA
REPORT TO THE JOINT MEETING: GLENDALE CITY COUNCIL AND

GLENDALE HOUSING AUTHORITY

AGENDA ITEM
Report: Authorization of California Housing Finance Agency Form Standstill Agreements Containing Rental Restriction Float-Up Provisions for 515 Pioneer Drive.

1. City Council Motion Authorizing the Approval of a California Housing Finance Agency Form Standstill Agreement (City Density Bonus Agreement) with Rental Restriction Float- Up Provisions for 515 Pioneer Drive;

2. Housing Authority Motion Authorizing the Approval of a California Housing Finance Agency Form Standstill Agreement (HOME Agreement) with Rental Restriction Float-Up Provisions for 515 Pioneer Drive; and

3. Housing Authority Motion Authorizing the Approval of a California Housing Finance Agency Form Standstill Agreement (Agreement Containing Covenants) with Rental Restriction Float-Up Provisions for 515 Pioneer Drive.

COUNCIL ACTION
Item Type: Action Item
Approved for April 18, 2023 calendar

EXECUTIVE SUMMARY
After the November 15, 2022, City Council and Housing Authority meeting approving the Affordable Housing Agreement and Ground Lease with Linc-CORE Pioneer LP, CalHFA presented staff with three form Standstill Agreements with a number of provisions, including a rental restriction float-up provision for 515 Pioneer Drive.

Housing staff, the City Attorney’s Office and Special Counsel to the Housing Authority negotiated several terms to the City and Housing Authority’s benefit. The float-up provision was the one issue staff and the City Attorney’s Office believe needs City Council and Housing Authority approval.

CalHFA accepted the Standstill Agreements with the provisions negotiated by staff, acknowledging staff can only make a recommendation on the rental restriction float-up provision and the final decision regarding this provision would be made by the City Council and Housing Authority after the construction financing event. The project’s construction financing closed on December 30, 2022.
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9 COUNCIL PRIORITIES
Housing: Authorization of the form Standstill Agreements in support of permanent and soft loan financing from CalHFA in support of 515 Pioneer Drive would contribute to the City Council’s priority of balanced, quality housing by allowing the financing of 337 affordable rental housing units for lower income senior and smaller family households.

RECOMMENDATION
That the City Council and Housing Authority authorize the approval of three form CalHFA Standstill Agreements containing rental restriction float-up provisions for 515 Pioneer Drive.

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. 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.

On November 15, 2022, the City Council and Housing Authority approved the Affordable Housing Agreement and Ground Lease with Linc-CORE Pioneer LP.

Construction financing for the project closed on December 30, 2022. 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 City of Glendale, Glendale Housing Authority, LINC Housing and National CORE hosted the groundbreaking event celebrating the commencement of construction of the project on March 14, 2023.

ANALYSIS
The California Housing Finance Agency (CalHFA) is both a permanent lender and a soft lender on 515 Pioneer Drive. After the November 15, 2022 City Council and Housing 4 of 42

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9 Authority meeting approving the execution of the Affordable Housing Agreement and Ground Lease with Linc-CORE Pioneer LP, CalHFA presented staff with three form Standstill Agreements with a number of provisions, including a rental restriction float-up provision for 515 Pioneer Drive. Housing staff, the City Attorney’s Office and Special Counsel to the Housing Authority negotiated several terms to the City and Housing Authority’s benefit. The float-up provision was the one issue staff and the City Attorney’s office believe needed City Council and Housing Authority consideration.

The three Standstill Agreements apply to the Density Bonus Agreement with the City (Exhibit 1), and the Housing Authority’s HOME Regulatory Agreement (Exhibit 2) and Agreement Containing Covenants (Exhibit 3).

The float-up provisions provide that in the unlikely event CalHFA becomes the owner of the improvements and the leasehold estate due to uncured default by Linc-CORE Pioneer LP through foreclosure or otherwise, then the Standstill Agreements would allow an increase in the maximum household income and rents for some of the project’s units up to 60% of area median income during the Standstill Term, a maximum of five consecutive years. The float-up provisions would not apply to 14 units within the project, which must be rented exclusively to extremely low households at 30% area median income, and 11 designated HOME units within the project, which are restricted to a 20- year minimum affordability period.

CalHFA authorized the finance closing with the understanding that staff would recommend approval of the float-up provisions, but the decision ultimately rests with the City Council and Housing Authority and that decision would not come until after closing.

The project’s construction financing closed financing on December 30, 2022.

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. Lastly, a public hearing was conducted on November 15, 2022 to approve an Affordable Housing Agreement and Ground Lease with Linc-CORE Pioneer LP. All hearings were properly noticed.

FISCAL IMPACT
There is no fiscal impact associated with this report.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The 515 Pioneer Drive housing development project (“Project”) underwent environmental review under the California Environmental Quality Act (CEQA) and on August 10, 2021, the City Council determined the Project to be 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). 5 of 42

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9 CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES
Alternative 1: Authorize approval of three form CalHFA Standstill Agreements containing rental restriction float-up provisions for 515 Pioneer Drive.

Alternative 2: Don’t authorize approval of three form CalHFA Standstill Agreements containing rental restriction float-up provisions for 515 Pioneer Drive. It is unclear how this action may affect the ultimate financing of the project.

Alternative 3: Consider any other alternative not currently 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
Approved by:

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

EXHIBITS/ATTACHMENTS
Exhibit 1 Form Standstill Agreement (City Density Bonus Agreement) Exhibit 2 Form Standstill Agreement (Housing Authority HOME Agreement) Exhibit 3 Form Standstill Agreement (Housing Authority Agreement Containing Covenants)
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MOTION
Moved by Council Member , seconded by Council Member , that the Council of the City of Glendale hereby authorizes the City Manager, or a designee, to execute a Standstill Agreement (City Density Bonus Agreement) with rental restriction float-up provisions for 515 Pioneer Drive between the City of Glendale and California Housing Finance Agency, in substantially the same form as attached as Exhibit 1 to the April 18, 2023 Report to the Joint Meeting of City Council and Housing Authority of the City of Glendale.

Vote as Follows:

Ayes:

Noes:

Absent:

Abstain:
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MOTION
Moved by Housing Authority Member , seconded by Housing Authority Member , that the Housing Authority of the City of Glendale hereby authorizes the Executive Director, or a designee, to execute a Standstill Agreement (Agreement Containing Covenants) with rental restriction float-up provisions for 515 Pioneer Drive between the Housing Authority of the City of Glendale and California Housing Finance Agency, in substantially the same form as attached as Exhibit 3 to the April 18, 2023 Report to the Joint Meeting of City Council and Housing Authority of the City of Glendale.

Vote as Follows:

Ayes:

Noes:

Absent:

Abstain:
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MOTION
Moved by Housing Authority Member , seconded by Housing Authority Member , that the Housing Authority of the City of Glendale hereby authorizes the Executive Director, or a designee, to execute a Standstill Agreement (HOME Agreement) with rental restriction float-up provisions for 515 Pioneer Drive between the Housing Authority of the City of Glendale and California Housing Finance Agency, in substantially the same form as attached as Exhibit 2 to the April 18, 2023 Report to the Joint Meeting of City Council and Housing Authority of the City of Glendale.

Vote as Follows:

Ayes:

Noes:

Absent:

Abstain:
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FREE RECORDING REQUESTED )

PURSUANT TO GOVERNMENT CODE )
SECTION 27383 )
)
Recording requested by and )
when recorded return to: )
)

CALIFORNIA HOUSING FINANCE )

AGENCY )
Office of General Counsel )
500 Capitol Mall, Suite 1400 (MS 1440) )
Sacramento, California 95814 )
(space above this line for Recorder's use)

STANDSTILL AGREEMENT
(CITY DENSITY BONUS AGREEMENT)
THIS AGREEMENT, dated as of, 202_ for informational purposes, is entered into by and among the City of Glendale, a California charter city and municipal corporation (the "Locality '), Linc-CORE Pioneer, LP, a California limited partnership ^‘‘Borrower”), and the California Housing Finance Agency, a public instrumentality and political subdivision of the State of California ("CalHFA"), in connection with a loan by CalHFA to Borrower to finance a multifamily residential rental housing project (“Improvements ') on real property located in the City of Glendale, County of Los Angeles, California and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (“Property") in which Borrower is the owner of a leasehold estate in the Property (“Leasehold"). The Improvements and the Leasehold are collectively referred to herein as the “Project." The “Project” does not include fee title in the Property. Unless otherwise noted, references to instruments recorded in “Official Records” refer to instruments recorded in the Office of the County Recorder of the County of Los Angeles.

RECITALS
A. WHEREAS, as a part of the entitlements that were approved by the Locality in connection with the Improvements, the Locality approved concessions, incentives, and/or waivers pursuant to and in accordance with the regulations for density bonuses and other concessions, incentives and waivers set forth in California Government Code Section 65915 et seq. and Section

30.36.140 of the Glendale Municipal Code (collectively, the “Density Bonus Laws"). As required by such Locality approvals and applicable Density Bonus Laws to ensure the continued specified affordable housing restrictions, the Locality and Borrower have entered into that certain Density Bonus and Inclusionary Housing Agreement, dated as of, 202 , and recorded against the Leasehold and the Development in the Official Records on, 202 as -1-
CalHFA Standstill Agreement (Density Bonus - City of Glendale) 515 Pioneer - 22-014-A/X/S
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DocuSign Envelope ID: 979E5998-ADA5-4FCA-B758-4DE03E5222E9 Exhibit 1
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Instrument No.(^Density Bonus Agreement'). The Density Bonus Agreement requires that the Development comply with certain affordable housing restrictions imposed by the Density Bonus Laws;
B. WHEREAS, Sections 6, 12, 17 but only to the extent necessary to limit the indemnity to the time CalHFA is actually in possession or ownership of the Project, 24(a), 24(b) but only to the extent necessary to limit Locality to equitable rights and remedies (including, and limited to, specific performance and injunctive relief), and 24(c) of the Density Bonus Agreement shall be referred to herein as the "Standstill Provisions'1'. For avoidance of doubt, Section 17 of the Density Bonus Agreement is only a Standstill Provision to the extent needed to limit the indemnity being provided by CalHFA so that the indemnity does not apply to acts of any prior “Owner” (as defined in the Density Bonus Agreement) but will apply to acts of CalHFA when CalHFA is actually in possession or ownership of the Project;
C. WHEREAS, CalHFA is making, contemporaneously with the making of this Agreement, a first mortgage loan to Borrower (^CalHFA Permanent Loan ). The CalHFA Permanent Loan is evidenced by a promissory note from the Borrower to CalHFA in the face amount of Thirty Million Eight Hundred Ninety-Two Thousand and NO/lOOs Dollars ($30,892,000.00) (the “CalHFA Permanent Note^) secured by a deed of trust. The deed of trust was executed by Borrower, as trustor, to First American Title Insurance Company, as trustee, in favor of CalHFA, as beneficiary, and is entitled “California Housing Finance Agency Permanent Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, CalHFA Development No. 22-014 A/X/S (Permanent Financing)(HUD Risk Sharing Program)” dated 1,202_ (the “CalHFA Permanent Deed of Trust") to be recorded in the Official Records contemporaneously with this Agreement. The Project shall also be regulated and encumbered by a regulatory agreement executed by Borrower and CalHFA entitled “California Housing Finance Agency, Regulatory Agreement, CalHFA Development No. 22- 014-A/X/S (Permanent Financing)(HUD Risk Sharing Program/FFB)” dated as of 1, 202_ (the “CalHFA Permanent Regulatory Agreement") to be recorded in the Official Records contemporaneously with this Agreement;
D. WHEREAS, CalHFA is making, contemporaneously with the making of this Agreement, a fourth mortgage loan to Borrower ^‘CalHFA Subsidy Loan"" and collectively with the CalHFA Permanent Loan, the “CalHFA Loan""). The CalHFA Subsidy Loan is evidenced by a promissory note from the Borrower to CalHFA in the face amount of Ten Million Two Hundred Three Thousand Six Hundred Twenty-Five and NO/lOOs Dollars ($10,203,625.00) (the “CalHFA Subsidy Note"") secured by a deed of trust. The deed of trust was executed by Borrower, as trustor, to First American Title Insurance Company, as trustee, in favor of CalHFA, as beneficiary, and is entitled “California Housing Finance Agency Subsidy Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, CalHFA Development No. 22-014 A/X/S (Mixed-Income Program/Residual Receipts)” dated 1, 202_ (the “CalHFA Subsidy Deed of Trust") to be recorded in the Official Records contemporaneously with this Agreement. The Project shall also be regulated and encumbered by a regulatory agreement executed by Borrower and CalHFA entitled “California Housing Finance Agency, Regulatory Agreement, CalHFA Development No. 22-014- A/X/S (Mixed-Income Program/Residual Receipts)” dated as of 1, 202_ (the “CalHFA Subsidy Regulatory Agreement") to be recorded in the Official Records contemporaneously with this -2-
CalHFA Standstill Agreement (Density Bonus - City of Glendale) 515 Pioneer - 22-014-A/X/S
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Agreement. In addition, CalHFA has or will be filing a UCC Financing Statement with the Secretary of State evidencing Borrower's granting a security interest in the Project (?UCC Statement"). The CalHFA Permanent Regulatory Agreement, CalHFA Subsidy Regulatory Agreement, CalHFA Permanent Deed of Trust, CalHFA Subsidy Deed of Trust and related documents, and the UCC Statement shall hereafter be collectively referred to herein as the "CalHFA Documents'"'.

E. WHEREAS, it is a condition precedent to CalHFA making the CalHFA Loan that the Locality provide for the standstill of certain provisions of the Density Bonus Agreement if CalHFA is required to exercise certain remedies under the CalHFA Documents; and F. WHEREAS, at the request of Borrower, the Locality agrees to enter into this Agreement to assure Borrower may access the additional funding sources provided under the CalHFA Documents for permanent financing to the benefit of the Project.

NOW THEREFORE, in consideration of the foregoing and other consideration the receipt and sufficiency of which are hereby acknowledged and in order to induce CalHFA to make the CalHFA Loan, the parties hereto agree as follows:

1. Standstill of Certain Density Bonus Agreement Provisions. (a) In the event CalHFA becomes the owner of the Project due to CalHFA’s exercise of its rights under the CalHFA Documents as a result of an uncured Borrower default under the CalHFA Documents, through judicial foreclosure sale, non-judicial foreclosure, deed-in-lieu of foreclosure, or otherwise pursuant to the CalHFA Documents, then, for a maximum period of five (5) consecutive years commencing on the date of CalHFA’s ownership of the Project in order to permit sufficient time for CalHFA to transfer the Project to a transferee (the ^Standstill Term”), which transferee shall have successfully operated and maintained at least three comparable projects within the past five years, Locality hereby agrees that, during the Standstill Term, Locality shall refrain from exercising any of the remedies, requirements, and/or rights of Locality expressly set forth in the Standstill Provisions, except as otherwise allowed by this Section 1(a). Notwithstanding anything in the foregoing provisions to the contrary, Locality shall have the right to exercise its rights and remedies during the Standstill Term to enforce against CalHFA as the owner of the Project, and Borrower, if applicable, a violation of the unit, household, and tenant affordability requirements (such requirements are referred to herein collectively as the "Affordability Requirements”) set forth in the Density Bonus Agreement provided that Locality’s right is limited to Locality’s exercise of equitable rights and remedies, including, and limited to, specific performance and/or injunction, for any violation of the Affordability Requirements that remains uncured for a period of ninety (90) calendar days from receipt of a notice from Locality of violation to CalHFA or to Borrower if applicable. The provisions of this Section 1 are solely for the benefit of CalHFA and are personal to CalHFA, and shall not be effective, available, or exercised by Borrower or any other transferee or successor owner of the Project or any interest therein. For the avoidance of any doubt, if CalHFA becomes the owner of the Project as described in this Section 1(a), then upon a sale, conveyance, transfer or otherwise from CalHFA to any other transferee or successor, the parties to this Agreement agree that any such transferee or successor shall be subject to Locality’s enforcement of all provisions of the Density Bonus Agreement, including the Standstill Provisions, and Locality shall have the right to exercise all rights, remedies, and -3-
CalHFA Standstill Agreement (Density Bonus - City of Glendale) 515 Pioneer - 22-014-A/X/S
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DocuSign Envelope ID: 979E5998-ADA5-4FCA-B758-4DE03E5222E9 12 of 42

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requirements of Locality set forth therein or otherwise without restriction. Notwithstanding anything in this Agreement to the contrary, CalHFA shall comply with all applicable law, rules, orders, and requirements and with the terms and conditions of its own regulatory agreements recorded against the Project. Further, during the Standstill Term, CalHFA shall provide, upon written request of Locality, a progress report of its actions regarding its attempts to find qualified purchasers for the Project, and with other information that CalHFA has collected for itself in connection with the Project. Such progress reports shall not be requested more frequently than once per quarter. CalHFA shall reasonably cooperate with Locality regarding any other requested information of Locality regarding the Project, and Locality and CalHFA shall cooperate in good faith to facilitate a sale or transfer of the Project to a third party should CalHFA become owner of the Project.
(b) [DRAFTING NOTE: SUBSECTION (B) PENDING CITY COUNCIL CONSIDERATION AND APPROVAL During the Standstill Term described in Section 1(a), above, but subject to the terms set forth in this Section 1(b) and applicable law, Locality, and Borrower, if applicable, shall, to the extent necessary for CalHFA as owner of the Project to achieve financial feasibility for the Project of a minimum “Debt Service Coverage Ratio” (calculated in accordance with CalHFA’s standard practices) of 1.05, unless otherwise agreed by CalHFA (the “Financial Feasibility”}, allow an increase in the maximum household income and rents set forth in the Locality’s Affordability Requirements for some or all of the Project’s units to the extent permitted by applicable law and to the maximum extent permitted under the federal or state laws or regulations underlying the Density Bonus Agreement, including, but not limited to, the Density Bonus Laws, as applicable, to initial income not to exceed 60% of Area Median Income (“AMT”) as defined in Health & Safety Code Section 50093, as may be amended, at monthly rents not to exceed l/12th of 30% of 60% AMI, less a Reasonable utility allowance, in accordance with applicable law, provided, that, if rent increases up to| 60% AMI are not necessary for the Financial Feasibility, then the percentage AMIs shall be increased, to less than 60% AMI; and further provided, that (i) there shall be no increase in maximum household income or rents for the fourteen (14) units in the Project which must be rented exclusively to Extremely Low Income households at an Affordable Rent (as both such terms are defined in the Density Bonus Agreement) as provided in California Health and Safety Code Section 50053, and (ii) for at least the twenty (20) year required affordability period required pursuant to regulations issued by the United States Department of Housing and Urban Development set forth in 24 CFR Part 92, there shall be n<R increase in maximum household income or rents for the eleven (11) units in the Project restricted] pursuant to that certain Agreement Containing Home Program Requirements entered into by and between the Housing Authority of the City of Glendale and Borrower dated as of ,202 .j (2) CalHFA agrees to provide Locality at least thirty (30) calendar days’] prior written notice before initiating an increase in the maximum household income and rents set forth in the Locality’s Affordability Requirements, in cooperation with the Locality, and Borrower if applicable, pursuant to this Section 1(b), and to make good faith efforts to minimize any displacement [of current tenants from the Project. Any increase in Project tenants’ rents shall be subject to Section 7(b) of the CalHFA Permanent Regulatory Agreement and the CalHFA Subsidy Regulatory Agreement. In the event of displacement of Project tenants, if any, CalHFA shall provide relocation benefits in accordance with state law and shall comply with all applicable laws.) .4.

CalHFA Standstill Agreement (Density Bonus - City of Glendale) 515 Pioneer - 22-014-A/X/S
12/27/2022.TMH.clc.HFMF-478357159-19
DocuSign Envelope ID: 979E5998-ADA5-4FCA-B758-4DE03E5222E9 13 of 42

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(3) Any increase in the maximum household income and rents set forth hl the Locality’s Affordability Requirements shall only be for the period of time required for CalHFA to! achieve and sustain Financial Feasibility, after which the household incomes and rents should be; reduced back and the Affordability Requirements shall otherwise be complied with.; (4) Upon request by the Locality, CalHFA shall provide Locality, anti Borrower if applicable, evidence of the then-existing debt service coverage ratio and its impact on the Project. The number of units subject to the rent increase and the amount of the proposed increase may not be greater than such amount as is necessary for the Project to maintain Financial Feasibility,! subject to the limitations set forth in Section 1 (b)(l).| (5) CalHFA hereby agrees to give tenants, who are subject to a rent increase, written notice at least thirty (30) days prior to any rent increase or a longer period of notice, as required by applicable law.]
(c) In connection with any judicial foreclosure sale, non-judicial foreclosure, a deed-in-lieu of foreclosure, or otherwise pursuant to CalHFA’s exercise of its rights under the CalHFA Documents, each party or its successors in interest shall cooperate in good faith with each other in promptly providing any information in their possession or approvals requested by them, to inspect the Project, including, but not limited to, the units, and to comply with their legal duties under applicable law with respect to the Project and the occupancy of units. (d) Locality and Borrower each acknowledges that, unless CalHFA becomes the owner of the Project or otherwise takes possession of the Project pursuant to its exercise of rights under the CalHFA Documents, nothing in this Agreement or in the Density Bonus Agreement shall impose on CalHFA the obligations of Borrower with respect to complying with the Affordability Requirements nor require that CalHFA assume such obligations of Borrower. (e) Nothing in this Agreement is intended to prevent or limit, nor shall anything in this Agreement prevent or limit, Locality from exercising any of its remedies, requirements, and/or rights set forth in the Density Bonus Agreement as they relate to any owner thereunder, exceptwith respect to CalHFA during the Standstill Term as described in Sections 1(a) [DRAFTING NOTE:; PENDING CITY COUNCIL CONSIDERATION AND APPROVAL and (b) |, above. (f) Locality and Borrower each agrees to not amend, modify, or otherwise alter the Density Bonus Agreement without the prior written approval of CalHFA, which approval shall not be unreasonably withheld, conditioned, or delayed.
(g) Locality shall provide CalHFA with a copy of all notices of default provided by Locality to Borrower pursuant to the Density Bonus Agreement within five (5) calendar days of Locality’s sending to Borrower such initial notice of default, and CalHFA shall have the right, but not the obligation, to cure the default(s) under such notice(s) within the cure period applicable to Borrower; provided, Locality shall have no liability to CalHFA and/or Borrower for its failure to do so, nor shall failure to do so constitute grounds for any restraining order, injunction, or other prohibition against or delay in Locality’s exercise of its remedies under the Density Bonus Agreement. -5-
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(h) Notwithstanding the requirements during the Standstill Term as described in this Section 1 and notwithstanding any provision of this Agreement, CalHFA is committed to providing decent, safe and sanitary housing and, in accordance with its authority to supervise the operation, management, and maintenance of any housing financed by CalHFA, shall order such repairs as CalHFA determines may be necessary to protect the public interest or the health, safety, or welfare of occupants of the Project. CalHFA shall comply with its regulatory agreements recorded against the Project and applicable laws.
(i) During the Standstill Term, CalHFA shall require that the income of each tenant and prospective tenant and rent charged to such a tenant do not exceed those authorized under the Affordability Requirements. Each household whose income qualifies pursuant to the Affordability Requirements shall be referred to herein as an 'Eligible Household”. (j) During the Standstill Term, upon request by the Locality, CalHFA shall promptly provide Locality with an annual occupancy and rent summary report (the "Occupancy Summary Report') (using income and rent limitations not to exceed those required under the Affordability Requirements) showing the income, rent, and size of each unit restricted by the Affordability Requirements (which are all units of the Project excluding three managers’ units) (the "Restricted Units”) and any other additional information reasonably requested by Locality in order for Locality to comply with applicable law and reporting requirements. If an Eligible Household is found no longer to be an Eligible Household, such Restricted Unit will continue to be treated as a Restricted Unit subject to applicable law, but upon its next immediate vacancy, must be re-rented to an Eligible Household.
(k) Tenant selection for units at the Proj ect may be accomplished by using a random selection affordable housing lottery resulting in prospective tenants placed on an income-qualified tenant waiting list. In such event, notwithstanding anything in this Agreement to the contrary, during the Standstill Term, CalHFA shall implement such tenant selection plan with the assistance of Locality staff including using any income-qualified tenant waiting list provided by Locality to CalHFA. (l) Notwithstanding anything in this Agreement to the contrary, upon request by the Locality, CalHFA shall promptly provide Locality a fully executed copy of the lease agreement for each Affordable Unit.

2. Representations.
(a) Locality hereby represents and warrants to CalHFA that at the time of execution of this Agreement, to the best of Locality’s knowledge, the Borrower is in substantial compliance with its obligations to the Locality under the terms of the Density Bonus Agreement. (b) Locality and Borrower further represent and warrant to CalHFA that, notwithstanding any provisions contained in the Density Bonus Agreement, the restrictions and covenants thereunder are not intended by the parties thereto to either create a lien upon the Project, or grant any right of foreclosure, under the laws of the jurisdiction where the Project is located, to any -6-
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party thereto or third party beneficiary thereof upon a default of any provision therein, rather they are intended by the parties thereto to constitute a restrictive covenant that is filed of record prior to any instrument or agreement granting a security interest in the Project.

3. Amendments. Amendments to this Agreement shall be in writing and signed by all the parties hereto.

4. Governing Law. This Agreement shall be construed in accordance with and be governed by the laws of California.

5. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

6. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, it shall not invalidate or render unenforceable any other part of this Agreement.

7. Term. This Agreement shall be effective solely during the period in which the CalHFA Loan is outstanding. Upon payment in full of the CalHFA Loan or upon the termination or cancellation of the CalHFA Loan, this Agreement and the provisions of this Agreement shall automatically terminate without any further action of any party hereto and any successor or assign thereof and this Agreement and the provisions of this Agreement be null and void and of no force or effect.

8. Further Actions. Each party agrees to execute, acknowledge, and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LOCALITY: BORROWER:

CITY OF GLENDALE, a California charter city
and municipal corporation , a
By DRAFT-DO NOT EXECUTE
Name
Title:

CalHFA:

By: DRAFT-DO NOT EXECUTE
Name
Title:

CALIFORNIA HOUSING FINANCE AGENCY,
a public instrumentality and political subdivision of
the State of California
By:DRAFT-DO NOT EXECUTE
Name ______________
Title:

ACKNOWLEDGEMENTS
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EXHIBIT A
Legal Description
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ACKNOWLEDGEMENTS
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
) ss.

County of )
On before me, , a Notary
Public, personally appeared __________________________________________________ , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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State of California )
) ss.

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

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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CalHFA Standstill Agreement (Density Bonus - City of Glendale) 515 Pioneer - 22-014-A/X/S
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FREE RECORDING REQUESTED )

PURSUANT TO GOVERNMENT CODE )
SECTION 27383 )
)
Recording requested by and )
when recorded return to: )
)

CALIFORNIA HOUSING FINANCE )

AGENCY )
Office of General Counsel )
500 Capitol Mall, Suite 1400 (MS 1440) )
Sacramento, California 95814 )
(space above this line for Recorder’s use)

STANDSTILL AGREEMENT
(HOME AGREEMENT)
THIS AGREEMENT, dated as of, 202_ for informational purposes, is entered into by and among the Housing Authority of the City of Glendale, a public body, corporate and politic (the “Locality”), Linc-CORE Pioneer, LP, a California limited partnership ^‘Borrower”), and the California Housing Finance Agency, a public instrumentality and political subdivision of the State of California (“CalHFA”), in connection with a loan by CalHFA to Borrower to finance a multifamily residential rental housing project (“Improvements' ) on real property located in the City of Glendale, County of Los Angeles, California and more particularly described on Exhibit A attached hereto and incorporated herein by this reference (^Property”) in which Borrower is the owner of a leasehold estate in the Property (^Leasehold”). The Improvements and the Leasehold are collectively referred to herein as the “Project” The “Project” does not include fee title in the Property. Unless otherwise noted, references to instruments recorded in “Official Records” refer to instruments recorded in the Office of the County Recorder of the County of Los Angeles.

RECITALS
A. WHEREAS, the Development is subject to that certain Agreement Containing Home Program Requirements entered into by and between the Locality and Borrower dated as of, 202 , and recorded against the Development in the Official Records on, 202 as Instrument No.(“HOME Agreement”);
B. WHEREAS, Sections 6, 7, and 8 but only to the extent necessary to limit Locality to equitable rights and remedies (including, and limited to, specific performance and injunctive relief), of the HOME Agreement shall be referred to herein as the “Standstill Provisions”; -1-
CalHFA Standstill Agreement (HOME - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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C. WHEREAS, CalHFA is making, contemporaneously with the making of this Agreement, a first mortgage loan to Borrower (^CalHFA Permanent Loan ). The CalHFA Permanent Loan is evidenced by a promissory note from the Borrower to CalHFA in the face amount of Thirty Million Eight Hundred Ninety-Two Thousand and NO/lOOs Dollars ($30,892,000.00) (the “CalHFA Permanent Note”') secured by a deed of trust. The deed of trust was executed by Borrower, as trustor, to First American Title Insurance Company, as trustee, in favor of CalHFA, as beneficiary, and is entitled “California Housing Finance Agency Permanent Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, CalHFA Development No. 22-014 A/X/S (Permanent Financing)(HUD Risk Sharing Program)” dated, 202_ (the 'CalHFA Permanent Deed of Trust”) to be recorded in the Official Records contemporaneously with this Agreement. The Project shall also be regulated and encumbered by a regulatory agreement executed by Borrower and CalHFA entitled “California Housing Finance Agency, Regulatory Agreement, CalHFA Development No. 22- 014-A/X/S (Permanent Financing)(HUD Risk Sharing Program/FFB)” dated as of, 202_ (the 'CalHFA Permanent Regulatory Agreement) to be recorded in the Official Records contemporaneously with this Agreement;
D. WHEREAS, CalHFA is making, contemporaneously with the making of this Agreement, a fourth mortgage loan to Borrower (^CalHFA Subsidy Loan” and collectively with the CalHFA Permanent Loan, the "CalHFA Loan”). The CalHFA Subsidy Loan is evidenced by a promissory note from the Borrower to CalHFA in the face amount of Ten Million Two Hundred Three Thousand Six Hundred Twenty-Five and NO/lOOs Dollars ($10,203,625.00) (the “CalHFA Subsidy Note”) secured by a deed of trust. The deed of trust was executed by Borrower, as trustor, to First American Title Insurance Company, as trustee, in favor of CalHFA, as beneficiary, and is entitled “California Housing Finance Agency Subsidy Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, CalHFA Development No. 22-014 A/X/S (Mixed-Income Program/Residual Receipts)” dated, 202_ (the “CalHFA Subsidy Deed of Trust”) to be recorded in the Official Records contemporaneously with this Agreement. The Project shall also be regulated and encumbered by a regulatory agreement executed by Borrower and CalHFA entitled “California Housing Finance Agency, Regulatory Agreement, CalHFA Development No. 22-014- AZX/S (Mixed-Income Program/Residual Receipts)” dated as of, 202_ (the “CalHFA Subsidy Regulatory Agreement) to be recorded in the Official Records contemporaneously with this Agreement. In addition, CalHFA has or will be filing a UCC Financing Statement with the Secretary of State evidencing Borrower’s granting a security interest in the Project (fUCC Statement”). The CalHFA Permanent Regulatory Agreement, CalHFA Subsidy Regulatory Agreement, CalHFA Permanent Deed of Trust, CalHFA Subsidy Deed of Trust and related documents, and the UCC Statement shall hereafter be collectively referred to herein as the “CalHFA Documents”', E. WHEREAS, it is a condition precedent to CalHFA making the CalHFA Loan that the Locality provide for the standstill of certain provisions of the HOME Agreement if CalHFA is required to exercise certain remedies under the CalHFA Documents; and F. WHEREAS, at the request of Borrower, the Locality agrees to enter into this Agreement to assure Borrower may access the additional funding sources provided under the CalHFA Documents for permanent financing to the benefit of the Project.
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NOW THEREFORE, in consideration of the foregoing and other consideration the receipt and sufficiency of which are hereby acknowledged and in order to induce CalHFA to make the CalHFA Loan, the parties hereto agree as follows:

1. Standstill of Certain HOME Agreement Provisions.
(a) In the event CalHFA becomes the owner of the Project due to CalHFA’s exercise of its rights under the CalHFA Documents as a result of an uncured Borrower default under the CalHFA Documents, through judicial foreclosure sale, non-judicial foreclosure, deed-in-lieu of foreclosure, or otherwise pursuant to the CalHFA Documents, then, for a maximum period of five (5) consecutive years commencing on the date of CalHFA’s ownership of the Project in order to permit sufficient time for CalHFA to transfer the Project to a transferee (the ^Standstill Term”), which transferee shall have successfully operated and maintained at least three comparable projects within the past five years, Locality hereby agrees that, during the Standstill Term, unless necessary or required to comply with or satisfy federal laws and regulations (including, without limitation, regulations issued by the United States Department of Housing and Urban Development set forth in 24 CFR Part 92), Locality shall refrain from exercising any of the remedies, requirements, and/or rights of Locality expressly set forth in the Standstill Provisions, except as otherwise allowed by this Section 1(a).

Notwithstanding anything in the foregoing provisions to the contrary, Locality shall have the right to exercise its rights and remedies during the Standstill Term to enforce against CalHFA as the owner of the Project, and Borrower, if applicable, a violation of the unit, household, and tenant affordability requirements (such requirements are referred to herein collectively as the “Affordability Requirements”) set forth in the HOME Agreement provided that Locality’s right is limited to Locality’s exercise of equitable rights and remedies, including, but not limited to, specific performance and/or injunction, for any violation of the Affordability Requirements that remains uncured for a period of ninety (90) calendar days from receipt of a notice from Locality of violation to CalHFA or to Borrower if applicable. The provisions of this Section 1 are solely for the benefit of CalHFA and are personal to CalHFA, and shall not be effective, available, or exercised by Borrower or any other transferee or successor owner of the Project or any interest therein. For the avoidance of any doubt, if CalHFA becomes the owner of the Project as described in this Section 1 (a), then upon a sale, conveyance, transfer or otherwise from CalHFA to any other transferee or successor, the parties to this Agreement agree that any such transferee or successor, including Borrower if applicable, shall be subject to Locality’s enforcement of all provisions of the HOME Agreement, including the Standstill Provisions, and Locality shall have the right to exercise all rights, remedies, and requirements of Locality set forth therein or otherwise without restriction. Notwithstanding anything in this Agreement to the contrary, CalHFA shall comply with all applicable law, rules, orders, and requirements and with the terms and conditions of its own regulatory agreements recorded against the Project. Further, during the Standstill Term, CalHFA shall provide, upon written request of Locality, a progress report of its actions regarding its attempts to find qualified purchasers for the Project, and with other information that CalHFA has collected for itself in connection with the Project. CalHFA shall reasonably cooperate with Locality regarding any other requested information of Locality regarding the Project, and Locality and CalHFA shall cooperate in good faith to facilitate a sale or transfer of the Project to a third party should CalHFA become owner of the Project.
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prior written notice before initiating an increase in the maximum household income and rents set forth -4-
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(4) Upon request by the Locality, CalHFA shall provide Locality, and Borrower if applicable, evidence of the then-existing debt service coverage ratio and its impact on the Project. The number of units subject to the rent increase and the amount of the proposed increase may not be greater than such amount as is necessary for the Project to maintain Financial Feasibility, ’subject to the limitations set forth in Section 1 (b)(l).[ (5) CalHFA hereby agrees to give tenants, who are subject to a rent increase, written notice at least thirty (30) days prior to any rent increase or a longer period of notice* as required by applicable law.]
'(b) [DRAFTING NOTE: SUBSECTION (B) PENDING HOUSING]
AUTHORITY BOARD CONSIDERATION AND APPROVAL During the Standstill TemJ described in Section 1(a), above, but subject to the terms set forth in this Section 1(b) and applicable law, Locality, and Borrower, if applicable, shall, to the extent necessary for CalHFA as owner of the Project to achieve financial feasibility for the Project of a minimum “Debt Service Coverage Ratio1 (calculated in accordance With CalHFA’s standard practices) of 1.05, unless otherwise agreed by CalHFA (the “Financial Feasibility”), allow an increase in the maximum household income and rents set forth in the Locality’s Affordability Requirements for some or all of the Proj ect’s units to the extent Jiermitted by applicable law and to the maximum extent permitted under the federal or state laws or egulations underlying the HOME Agreement to initial income not to exceed 60% of Area Median ncome (“AMT’) as defined in Health & Safety Code Section 50093, as may be amended, at monthly rents not to exceed l/^*11 of 30% of 60% AMI, less a reasonable utility allowance, in accordance with applicable law, provided, that, if rent increases up to 60% AMI are not necessary for the Financial Feasibility, then the percentage AMIs shall be increased to less than 60% AMI; and further provided. that (i) there shall be no increase in maximum household income Or rents for the fourteen (14) units in the Project which must be rented exclusively to Extremely Low Income households at an Affordable] Rent (as both such terms are defined in the HOME Agreement) as provided in California Health and Safety Code Section 50053, and (ii) for at least the twenty (20) year required affordability period required pursuant to regulations issued by the United States Department of blousing and Urban Development set forth in 24 CFR Part 92, there shall be no increase in maximum household income oij rents for the eleven (11) units in the Project restricted pursuant to the HOME Agreement.1 (2) CalHFA agrees to provide Locality at least thirty (30) calendar days’; prior written notice before initiating an increase in the maximum household income and rents set forth in the Locality’s Affordability Requirements, in cooperation with the Locality, and Borrower if applicable, pursuant to this Section 1(b), and to make good faith efforts to minimize any displacement jof current tenants from the Project. Any increase in Project tenants’ rents shall be subject to Section 7(b) of the CalHFA Permanent Regulatory Agreement and the CalHFA Subsidy Regulatory Agreement. In the event of displacement of Project tenants, if any, CalHFA shall provide relocation benefits in accordance with state law and shall comply with all applicable laws. (3) Any increase in the maximum household income and rents set forth in the Locality ’s Affordability Requirements shall only be for the period of time required for CalHFA to] achieve and sustain Financial Feasibility, after which the household incomes and rents should be reduced back and the Affordability Requirements shall otherwise be complied with.

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(c) In connection with any judicial foreclosure sale, non-judicial foreclosure, a deed-in-lieu of foreclosure, or otherwise pursuant to CalHFA’s exercise of its rights under the CalHFA Documents, each party or its successors in interest shall cooperate in good faith with each other in promptly providing any information in their possession or approvals requested by them, to inspect the Project, including, but not limited to, the units, and to comply with their legal duties under applicable law with respect to the Project and the occupancy of units. (d) Locality and Borrower each acknowledges that, unless CalHFA becomes the owner of the Project or otherwise takes possession of the Project pursuant to its exercise of rights under the CalHFA Documents, nothing in this Agreement or in the HOME Agreement shall impose on CalHFA the obligations of Borrower with respect to complying with the Affordability Requirements nor require that CalHFA assume such obligations of Borrower. (e) Nothing in this Agreement is intended to prevent or limit, nor shall anything in this Agreement prevent or limit, Locality from exercising any of its remedies, requirements, and/or rights set forth in the HOME Agreement as they relate to any owner thereunder, except with respect to CalHFA during the Standstill Term as described in Sections 1(a) ^[DRAFTING NOTE: PENDING HOUSING AUTHORITY BOARD CONSIDERATION AND APPROVAL and (b)]j, above. (f) Locality and Borrower each agrees to not amend, modify, or otherwise alter the HOME Agreement without the prior written approval of CalHFA, which approval shall not be unreasonably withheld, conditioned, or delayed.
(g) Locality shall provide CalHFA with a copy of all notices of default provided by Locality to Borrower pursuant to the HOME Agreement within five (5) calendar days of Locality’s sending to Borrower such initial notice of default, and CalHFA shall have the right, but not the obligation, to cure the default(s) under such notice(s) within the cure period applicable to Borrower; provided, Locality shall have no liability to CalHFA and/or Borrower for its failure to do so, nor shall failure to do so constitute grounds for any restraining order, injunction, or other prohibition against or delay in Locality’s exercise of its remedies under the HOME Agreement. (h) Notwithstanding the requirements during the Standstill Term as described in this Section 1 and notwithstanding any provision of this Agreement, CalHFA is committed to providing decent, safe and sanitary housing and, in accordance with its authority to supervise the operation, management, and maintenance of any housing financed by CalHFA, shall order such repairs as CalHFA determines may be necessary to protect the public interest or the health, safety, or welfare of occupants of the Project. CalHFA shall comply with its regulatory agreements recorded against the Project and applicable laws.
(i) During the Standstill Term, CalHFA shall require that the income of each tenant and prospective tenant and rent charged to such a tenant do not exceed those authorized under the Affordability Requirements. Each household whose income qualifies pursuant to the Affordability Requirements shall be referred to herein as an 'Eligible Household'. -5-
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(j) During the Standstill Term, upon request by the Locality, CalHFA shall promptly provide Locality with an annual occupancy and rent summary report (the "Occupancy Summary Report”) (using income and rent limitations not to exceed those required under the Affordability Requirements) showing the income, rent, and size of each unit restricted by the Affordability Requirements (which are all units of the Project excluding three managers’ units) (the “Restricted Units ') and any other additional information reasonably requested by Locality in order for Locality to comply with applicable law and reporting requirements. If an Eligible Household is found no longer to be an Eligible Household, such Restricted Unit will continue to be treated as a Restricted Unit subject to applicable law, but upon its next immediate vacancy, must be re-rented to an Eligible Household.
(k) Tenant selection for units at the Proj ect may be accomplished by using a random selection affordable housing lottery resulting in prospective tenants placed on an income-qualified tenant waiting list. In such event, notwithstanding anything in this Agreement to the contrary, during the Standstill Term, CalHFA shall implement such tenant selection plan with the assistance of Locality staff including using any income-qualified tenant waiting list provided by Locality to CalHFA. (l) Notwithstanding anything in this Agreement to the contrary, upon request by the Locality, CalHFA shall promptly provide Locality a fully executed copy of the lease agreement for each Affordable Unit.

2. Representations.
(a) Locality hereby represents and warrants to CalHFA that at the time of execution of this Agreement, to the best of Locality’s knowledge, the Borrower is in substantial compliance with its obligations to the Locality under the terms of the HOME Agreement. (b) Locality and Borrower further represent and warrant to CalHFA that, notwithstanding any provisions contained in the HOME Agreement, the restrictions and covenants thereunder are not intended by the parties thereto to either create a lien upon the Project, or grant any right of foreclosure, under the laws of the jurisdiction where the Project is located, to any party thereto or third party beneficiary thereof upon a default of any provision therein, rather they are intended by the parties thereto to constitute a restrictive covenant that is filed of record prior to any instrument or agreement granting a security interest in the Project.

3. Amendments. Amendments to this Agreement shall be in writing and signed by all the parties hereto.

4. Governing Law. This Agreement shall be construed in accordance with and be governed by the laws of California.

5. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. -6-
CalHFA Standstill Agreement (HOME - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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8. Further Actions. Each party agrees to execute, acknowledge, and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
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CalHFA Standstill Agreement (HOME - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LOCALITY: BORROWER:

THE HOUSING AUTHORITY OF THE CITY , a
OF GLENDALE, a public body, corporate and
politic
By:_ DRAFT-DO NOT EXECUTE
By: DRAFT -DO NOTEXECUTE Name
Name Title:

Title:

CalHFA:

CALIFORNIA HOUSING FINANCE AGENCY,
a public instrumentality and political subdivision of
the State of California
By:DRAFT-DO NOTEXECUTE
Name
Title:

ACKNOWLEDGEMENTS
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CalHFA Standstill Agreement (HOME - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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EXHIBIT A
Legal Description
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CalHFA Standstill Agreement (HOME - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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State of California )
) ss.

County of )
On before me, , a Notary
Public, personally appeared
_____ , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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CalHFA Standstill Agreement (HOME - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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State of California )
) ss.

County of)
On before me, , a Notary
Public, personally appeared
___________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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CalHFA Standstill Agreement (HOME - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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FREE RECORDING REQUESTED )

PURSUANT TO GOVERNMENT CODE )
SECTION 27383 )
)
Recording requested by and )
when recorded return to: )
)

CALIFORNIA HOUSING FINANCE )

AGENCY )
Office of General Counsel )
500 Capitol Mall, Suite 1400 (MS 1440) )
Sacramento, California 95814 )
(space above this line for Recorder’s use)

STANDSTILL AGREEMENT
(AGREEMENT CONTAINING COVENANTS)
THIS AGREEMENT, dated as of, 202_ for informational purposes, is entered into by and among the Housing Authority of the City of Glendale, a public body, corporate and politic (the “Locality”), Linc-CORE Pioneer, LP, a California limited partnership (“Borrower”), and the California Housing Finance Agency, a public instrumentality and political subdivision of the State of California (“CalHFA”), in connection with a loan by CalHFA to Borrower to finance a multifamily residential rental housing project ^Improvements”) on real property located in the City of Glendale, County of Los Angeles, California and more particularly described on Exhibit A attached hereto and incorporated herein by this reference ^Property”) in which Borrower is the owner of a leasehold estate in the Property (^Leasehold”). The Improvements and the Leasehold are collectively referred to herein as the “Project.” The “Project” does not include fee title in the Property. Unless otherwise noted, references to instruments recorded in “Official Records” refer to instruments recorded in the Office of the County Recorder of the County of Los Angeles.

RECITALS
A. WHEREAS, the Development is subject to that certain Agreement Containing Covenants entered into by and between Borrower and Locality, dated as of, 202 , and recorded against the Development in the Official Records on, 202 as Instrument No.(“Agreement Containing Covenants”)',
WHEREAS, Sections 2(d), 4 but only during any period of time required for CalHFA to achieve and sustain Financial Feasibility, 12,14, and 16 but only to the extent necessary to limit Locality to equitable rights and remedies (including, and limited to, specific performance and injunctive relief), of the Agreement Containing Covenants shall be referred to herein as the “Standstill Provisions”. As used herein, “Financial Feasibility” shall mean financial feasibility for the Project of -1-
CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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a minimum “Debt Service Coverage Ratio" (calculated in accordance with CalHFA’s standard practices) of 1.05, unless otherwise agreed by CalHFA. For avoidance of doubt. Section 4 of the Agreement Containing Covenants which relates to payment of a monitoring fee shall apply except during any period of time required for CalHFA to achieve and sustain Financial Feasibility; B. WHEREAS, CalHFA is making, contemporaneously with the making of this Agreement, a first mortgage loan to Borrower ^‘CalHFA Permanent Loan"). The CalHFA Permanent Loan is evidenced by a promissory note from the Borrower to CalHFA in the face amount of Thirty Million Eight Hundred Ninety-Two Thousand andNO/lOOs Dollars ($30,892,000.00) (the “CalHFA Permanent Note") secured by a deed of trust. The deed of trust was executed by Borrower, as trustor, to First American Title Insurance Company, as trustee, in favor of CalHFA, as beneficiary, and is entitled “California Housing Finance Agency Permanent Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, CalHFA Development No. 22-014 A/X/S (Permanent Financing)(HUD Risk Sharing Program)” dated 1,202_ (the “CalHFA Permanent Deed of Trust") to be recorded in the Official Records contemporaneously with this Agreement. The Project shall also be regulated and encumbered by a regulatory agreement executed by Borrower and CalHFA entitled “California Housing Finance Agency, Regulatory Agreement, CalHFA Development No. 22- 014-A/X/S (Permanent Financing)(HUD Risk Sharing Program/FFB)” dated as of 1, 202_ (the “CalHFA Permanent Regulatory Agreement") to be recorded in the Official Records contemporaneously with this Agreement;
C. WHEREAS, CalHFA is making, contemporaneously with the making of this Agreement, a fourth mortgage loan to Borrower (“CalHFA Subsidy Loan" and collectively with the CalHFA Permanent Loan, the “CalHFA Loan"). The CalHFA Subsidy Loan is evidenced by a promissory note from the Borrower to CalHFA in the face amount of Ten Million Two Hundred Three Thousand Six Hundred Twenty-Five and NO/lOOs Dollars ($10,203,625.00) (the “CalHFA Subsidy Note") secured by a deed of trust. The deed of trust was executed by Borrower, as trustor, to First American Title Insurance Company, as trustee, in favor of CalHFA, as beneficiary, and is entitled “California Housing Finance Agency Subsidy Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, CalHFA Development No. 22-014 A/X/S (Mixed-Income Program/Residual Receipts)” dated 1, 202_ (the “CalHFA Subsidy Deed of Trust') to be recorded in the Official Records contemporaneously with this Agreement. The Project shall also be regulated and encumbered by a regulatory agreement executed by Borrower and CalHFA entitled “California Housing Finance Agency, Regulatory Agreement, CalHFA Development No. 22-014- A/X/S (Mixed-Income Program/Residual Receipts)” dated as of 1, 202_ (the “CalHFA Subsidy Regulatory Agreement') to be recorded in the Official Records contemporaneously with this Agreement. In addition, CalHFA has or will be filing a UCC Financing Statement with the Secretary of State evidencing Borrower's granting a security interest in the Project (fUCC Statement'). The CalHFA Permanent Regulatory Agreement, CalHFA Subsidy Regulatory Agreement, CalHFA Permanent Deed of Trust, CalHFA Subsidy Deed of Trust and related documents, and the UCC Statement shall hereafter be collectively referred to herein as the “CalHFA Documents"’, D. WHEREAS, it is a condition precedent to CalHFA making the CalHFA Loan that the Locality provide for the standstill of certain provisions of the Agreement Containing Covenants if CalHFA is required to exercise certain remedies under the CalHFA Documents; and -2-
CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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E. WHEREAS, at the request of Borrower, the Locality agrees to enter into this Agreement to assure Borrower may access the additional funding sources provided under the CalHFA Documents for permanent financing to the benefit of the Project.

1. Standstill of Certain Agreement Containing Covenants Provisions. (a) In the event CalHFA becomes the owner of the Project due to CalHFA’s exercise of its rights under the CalHFA Documents as a result of an uncured Borrower default under the CalHFA Documents, through judicial foreclosure sale, non-judicial foreclosure, deed-in-lieu of foreclosure, or otherwise pursuant to the CalHFA Documents, then, for a maximum period of five (5) consecutive years commencing on the date of CalHFA’s ownership of the Project in order to permit sufficient time for CalHFA to transfer the Project to a transferee (the ^Standstill Term”), which transferee shall have successfully operated and maintained at least three comparable projects within the past five years, Locality hereby agrees that, during the Standstill Term, Locality shall refrain from exercising any of the remedies, requirements, and/or rights of Locality expressly set forth in the Standstill Provisions, except as otherwise allowed by this Section 1(a). Notwithstanding anything in the foregoing provisions to the contrary, Locality shall have the right to exercise its rights and remedies during the Standstill Term to enforce against CalHFA as the owner of the Project, and Borrower, if applicable, a violation of the unit, household, and tenant affordability requirements (such requirements are referred to herein collectively as the 'Affordability Requirements”) set forth in the Agreement Containing Covenants provided that Locality’s right is limited to Locality’s exercise of equitable rights and remedies, including, but not limited to, specific performance and/or injunction, for any violation of the Affordability Requirements that remains uncured for a period of ninety (90) calendar days from receipt of a notice from Locality of violation to CalHFA or to Borrower if applicable. The provisions of this Section 1 are solely for the benefit of CalHFA and are personal to CalHFA, and shall not be effective, available, or exercised by Borrower or any other transferee or successor owner of the Project or any interest therein. For the avoidance of any doubt, if CalHFA becomes the owner of the Project as described in this Section 1(a), then upon a sale, conveyance, transfer or otherwise from CalHFA to any other transferee or successor, the parties to this Agreement agree that any such transferee or successor, including Borrower if applicable, shall be subject to Locality’s enforcement of all provisions of the Agreement Containing Covenants, including the Standstill Provisions, and Locality shall have the right to exercise all rights, remedies, and requirements of Locality set forth therein or otherwise without restriction. Notwithstanding anything in this Agreement to the contrary, CalHFA shall comply with all applicable law, rules, orders, and requirements and with the terms and conditions of its own regulatory agreements recorded against the Project. Further, during the Standstill Term, CalHFA shall provide, upon written request of Locality, a progress report of its actions regarding its attempts to find qualified purchasers for the Project, and with other information that CalHFA has collected for itself in connection with the Project. CalHFA shall reasonably cooperate with Locality regarding any other requested information of Locality regarding the Project, and Locality and CalHFA shall cooperate in good faith to facilitate a sale or transfer of the Project to a third party should CalHFA become owner of the Project. -3-
CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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J (3) Any increase in the maximum household income and rents set forth in the Locality ’s Affordability Requirements shall only be for the period of time required for CalHFA to achieve and sustain Financial Feasibility, after which the household incomes and rents should bq Reduced back and the Affordability Requirementsi shall otherwise be complied with.) | (4) Upon request by the Locality, CalHFA shall provide Locality, and' [Borrower if applicable, evidence of the then-existing debt service coverage ratio and its impact on [the Project. The number of units subject to the rent increase and the amount of the proposed increase may not be greater than such amount as is necessary for the Project to maintain Financial Feasibility,! subject to the limitations set forth in Section 1(b)(1).) (b) [DRAFTING NOTE: SUBSECTION (B) PENDING HOUSING^
[AUTHORITY BOARD CONSIDERATION AND APPROVAL During the Standstill Term described in Section 1 (a), above, but subject to the terms set forth in this Section 1 (b) and applicable law, Locality, and Borrower, if applicable, shall, to the extent necessary for CalHFA as owner of the Project to achieve Financial Feasibility for the Project, allow an increase in the maximum household income and rents set forth in the Locality’s Affordability Requirements for some or all of the Project’s units to the extent permitted by applicable law and to the maximum extent permitted under the federal or state laws or regulations underlying the Agreement Containing Covenants to initial income not to exceed 60% of Area Median Income QAMF) as defined in Health & Safety Code Section 50093, as may be amended, at monthly rents not to exceed 1/12« of 3 0% of 60% AMI, less a reasonable utility allowance, in accordance with applicable law, provided, that, if rent increases up to 60% AMI are not necessary for the Financial Feasibility, then the percentage AMIs shall be increased to less than 60% [AMI: and further provided, that (i) there shall be no increase in maximum household income or rents for the fourteen (14) units in the Project which must be rented exclusively to Extremely Low Income [households at an Affordable-Rent (as both such terms are defined in the Agreement Containing |Covenants) as provided in California Health arid Safety Code Section 50053, and (ii) for at least the twenty (20) year required affordability period required pursuant to regulations issued by the United •States Department of Housing and Urban Development set forth in 24 CFR Part 92, there shall be noj [increase in maximum household income or rents for the eleven (11) units in the Project restricted pursuant to that certain Agreement Containing Home Program Requirements entered into by and, J’.etween the Housing Authority of the City of Glendale and Borrower dated as of, 202 .) | (2) CalHFA agrees to provide Locality at least thirty (30) calendar days’ prior written notice before initiating an increase in the maximum household income and rents set forth in the Locality’s Affordability Requirements, in cooperation with the Locality, and Borrower if applicable, pursuant to this Section 1(b), and to make good faith efforts to minimize any displacement [of current tenants from the Project. Any increase in Project tenants’ rents shall be subject to Section 17(b) of the CalHFA Permanent Regulatory Agreement and the CalHFA Subsidy1 Regulatory [Agreement. In the event of displacement of Project tenants, if any, CalHFA shall provide relocation benefits in accordance with state law and shall comply with all applicable laws.) DocuSign Envelope ID: 979E5998-ADA5-4FCA-B758-4DE03E5222E9 35 of 42

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(5) CalHFA hereby agrees to give tenants, who are subject to a rent! increase, written notice at least thirty (30) days prior to any rent increase or a longer period of notice as required by applicable law.)
^6) During any period of time required for CalHFA to achieve and sustain Financial Feasibility, Section 4 of the Agreement Containing Covenants shall be a “Standstill Provision” hereunder. During any other period of time, Section 4 of the Agreement Containing! Covenants shall not be a “Standstill Provision” hereunder.]] (c) In connection with any judicial foreclosure sale, non-judicial foreclosure, a deed-in-lieu of foreclosure, or otherwise pursuant to CalHFA’s exercise of its rights under the CalHFA Documents, each party or its successors in interest shall cooperate in good faith with each other in promptly providing any information in their possession or approvals requested by them, to inspect the Project, including, but not limited to, the units, and to comply with their legal duties under applicable law with respect to the Project and the occupancy of units. (d) Locality and Borrower each acknowledges that, unless CalHFA becomes the owner of the Project or otherwise takes possession of the Project pursuant to its exercise of rights under the CalHFA Documents, nothing in this Agreement or in the Agreement Containing Covenants shall impose on CalHFA the obligations of Borrower with respect to complying with the Affordability Requirements nor require that CalHFA assume such obligations of Borrower. (e) Nothing in this Agreement is intended to prevent or limit, nor shall anything in this Agreement prevent or limit, Locality from exercising any of its remedies, requirements, and/or rights set forth in the Agreement Containing Covenants as they relate to any owner thereunder, except with respect to CalHFA during the Standstill Term as described in Sections 1(a) ^DRAFTING NOTE:] ^ENDING HOUSING AUTHORITY BOARD CONSIDERATION AND APPROVAL and (b)j, above.
(f) Locality and Borrower each agrees to not amend, modify, or otherwise alter the Agreement Containing Covenants without the prior written approval of CalHFA, which approval shall not be unreasonably withheld, conditioned, or delayed.
(g) Locality shall provide CalHFA with a copy of all notices of default provided by Locality to Borrower pursuant to the Agreement Containing Covenants within five (5) calendar days of Locality’s sending to Borrower such initial notice of default, and CalHFA shall have the right, but not the obligation, to cure the default(s) under such notice(s) within the cure period applicable to Borrower; provided, Locality shall have no liability to CalHFA and/or Borrower for its failure to do so, nor shall failure to do so constitute grounds for any restraining order, injunction, or other prohibition against or delay in Locality’s exercise of its remedies under the Agreement Containing Covenants. (h) Notwithstanding the requirements during the Standstill Term as described in this Section 1 and notwithstanding any provision of this Agreement, CalHFA is committed to providing decent, safe and sanitary housing and, in accordance with its authority to supervise the operation, management, and maintenance of any housing financed by CalHFA, shall order such repairs as CalHFA -5-
CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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determines may be necessary to protect the public interest or the health, safety, or welfare of occupants of the Project. CalHFA shall comply with its regulatory agreements recorded against the Project and applicable laws.
(i) During the Standstill Term, CalHFA shall require that the income of each tenant and prospective tenant and rent charged to such a tenant do not exceed those authorized under the Affordability Requirements. Each household whose income qualifies pursuant to the Affordability Requirements shall be referred to herein as an ' Eligible Household1'. (j) During the Standstill Term, upon request by the Locality, CalHFA shall promptly provide Locality with an annual occupancy and rent summary report (the “Occupancy Summary Report'} (using income and rent limitations not to exceed those required under the Affordability Requirements) showing the income, rent, and size of each unit restricted by the Affordability Requirements (which are all units of the Project excluding three managers’ units) (the “Restricted Units"} and any other additional information reasonably requested by Locality in order for Locality to comply with applicable law and reporting requirements. If an Eligible Household is found no longer to be an Eligible Household, such Restricted Unit will continue to be treated as a Restricted Unit subject to applicable law, but upon its next immediate vacancy, must be re-rented to an Eligible Household.
(k) Tenant selection for units at the Project may be accomplished by using a random selection affordable housing lottery resulting in prospective tenants placed on an income-qualified tenant waiting list. In such event, notwithstanding anything in this Agreement to the contrary, during the Standstill Term, CalHFA shall implement such tenant selection plan with the assistance of Locality staff including using any income-qualified tenant waiting list provided by Locality to CalHFA. (l) Notwithstanding anything in this Agreement to the contrary, upon request by the Locality, CalHFA shall promptly provide Locality a fully executed copy of the lease agreement for each Affordable Unit.

2. Representations.
(a) Locality hereby represents and warrants to CalHFA that at the time of execution of this Agreement, based on its current, actual knowledge, without a duty to investigate, the Borrower is in substantial compliance with its obligations to the Locality under the terms of the Agreement Containing Covenants.
(b) Locality and Borrower further represent and warrant to CalHFA that, notwithstanding any provisions contained in the Agreement Containing Covenants, the restrictions and covenants thereunder are not intended by the parties thereto to either create a lien upon the Project, or grant any right of foreclosure, under the laws of the jurisdiction where the Project is located, to any party thereto or third party beneficiary thereof upon a default of any provision therein, rather they are intended by the parties thereto to constitute a restrictive covenant that is filed of record prior to any instrument or agreement granting a security interest in the Project. -6-
CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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3. Amendments. Amendments to this Agreement shall be in writing and signed by all the parties hereto.

4. Governing Law. This Agreement shall be construed in accordance with and be governed by the laws of California.

5. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

8. Further Actions. Each party agrees to execute, acknowledge, and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
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CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LOCALITY: BORROWER:

THE HOUSING AUTHORITY OF THE CITY , a
OF GLENDALE, a public body, corporate and
politic
By: DRAFT-DO NOT EXECUTE
Name
Title:

By . DRAFT - DO NOT EXECUTE
Name
Title:

CalHFA:

CALIFORNIA HOUSING FINANCE AGENCY,
a public instrumentality and political subdivision of
the State of California
By:DRAFT-DO NOT EXECUTE
Name
Title:

ACKNOWLEDGEMENTS
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CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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EXHIBIT A
Legal Description
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CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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State of California )
) ss.

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

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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State of California )
) ss.

County of)
On before me, , a Notary
Public, personally appeared
_____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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CalHFA Standstill Agreement (City Covenants - Glendale Housing Authority) - FINAL 515 Pioneer - CalHFA No. 22-014-A/X/S
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Glendale City CouncilApril 18, 2023

Glendale City Council
April 18, 2023