Item # 6.
(9) Where necessary, conduct such additional marketing as reasonably required to fulfill affirmative marketing goals and meet other goals of the Plan.
12. The Borrower shall not, without the prior written approval of the Agency, do any of the following. The granting of the Agency's approval shall be in its sole, unfettered discretion and may be conditioned upon the.satisfaction of such terms and conditions as the Agency may prescribe. (a) Make any sale, assignment, conveyanceor transfer in any other form of the Development or any part thereof or of any of its interest therein, whethervoluntarily or involuntarily,or by operation of law. (i) A transfer by the Borrower in whole or in part, or a transfer by a party having a substantial interest in said Borrower, or transfers by more than one party of interests aggregating a substantial interest in said Borrower, or any other similarly significantchange in the ownership of interests in the Borrower, or in the relative distribution thereof, or with respect to the parties in control of the Borrower or the degree thereof, by any other method or means (e.g., increased capitalization, merger with another corporation or other entity, corporate or other amendments, issuance of new or additional ownership interests or classification of ownership interests or otherwise) shall be deemed an assignment,conveyance, or transfer for purposes of this subsection. An assignmentby the Borrower to a limited partnership, in which no limited partner has a 25 percent or more interest and of which the Borrower is the sole general partner, shall not be considered an assignment, conveyance, or transfer.
(ii) The term "substantial interest" means the interest of any general partner, any limited partner having a 25 percent or more interest the organization, any corporate officer or director, and any stockholderhaving a 10percent or more interest in the organization. (b) Make any Distribution not permittedby the terms of this Agreement, (c) Assign or transfer any right to manage the Development. (d) Materially remodel, add to, reconstruct,demolish or damage any part of the Development. (e) Require, as a condition of the occupancyor leasing of any dwelling unit in the Development to Qualified Tenant, any consideration or deposit other than the prepayment of the first month's rent plus a security deposit in an amount not in excess of one (1) month's rent to guaranteethe performance of the covenants of the lease. (f) Incur any liability or obligation in connection with the Development, contingent or otherwise, other than for current Operating Expenses and for the indebtednessevidenced by the Note, or incur any liability or obligation whatsoever that is secured in whole or in part by any interest in or lien or encumbranceon the Development. (g) Invest any funds from the Development in any property, real, personal, or mixed, except as authorizedby this Agreement, or deposited any such funds in a depository not authorized by this Agreement;or
(h) Make a loan of any funds from the Development to any person or entity; or CaIHFA.TEX.RA Cedar Park
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(i) Fail to establish or maintain the accounts required by Section 6 of this Agreement.
U) Cause or permit the Development to be maintained in a condition which the Agency deems, in its sole discretion, as an impairment of its security interest, or a violation of the Borrower's obligation to maintain the Development in a safe, sanitary and decent condition. (k) If the Development receives Section 8 assistance, cause or permits the loss of Section 8 units under the Housing Assistance Payment Contract ("RAPC"), or failure to apply for or accept and extension of the RAPC.
13. (a) The Borrower shall be entitled to an annual Distribution of Surplus Cash. The Agency shall make an annual review of the Development Financial Report which shall be prepared in accordance with the Agency's Property Management Manual as amended from time to time, and determine whether a Distribution should be approved.
(b) If the debt service schedule of the Note is not payable from Surplus Cash or Residual Receipts, from time to time during the fiscal year, upon Agency approval, the Borrower may take advances on its reasonably expected annual distribution for the fiscal year. Such advances shall only be taken if there are no undisputed accounts payable older than thirty (30) days and there are sufficient funds to pay anticipated Operating Expenses coming due within the next thirty (30) days. The amount distributed shall not, in the aggregate, exceed the amount of the reasonably expected annual Distribution for the fiscal year. Such advances shall be reconciled to the monthly financials and the Development Financial Report for the fiscal year and, to the extent they exceed the approved annual Distribution, shall be refunded to the Development Account upon immediate demand by the Agency.
(c) If any debt service payable to the Agency derives from Surplus Cash or Residual Receipts, the Borrower shall not be entitled to advances of Distributions as discussed in subsection (b). All Distributions shall be taken annually and only after the Agency's prior written approval. (d) Except as provided in subsection (b), no Distribution shall be taken, made, received or retained by the Borrower or any other persons or entity without the prior written approval of the Agency. The Agency shall not unreasonably withhold its approval of a Distribution request. Notwithstanding the foregoing, the Agency shall not be required to approve Distributions to be made from borrowed funds, or to be made while there is any violation or default under the terms of this Agreement or any of the other Loan Documents. (e) The proceeds of any unapproved Distribution, while retained, shall be held by the recipient as trustee for the Development and shall be immediately refunded to the Development upon demand. The recipient of an unapproved Distribution shall be obligated to pay interest thereon to the Development at the rate of the Note for the period that the Distribution is retained by the recipient.
14. Actions. The Borrower agrees to notify the Agency promptly in wnting of any action or proceeding by or against the Development or by or against the Borrower with respect to the Development. No action or proceeding seeking the recovery of a sum in excess ofTen Thousand and No/lOO Dollars ($10,000.00) or for specific performance or other equitable relief shall be instituted by the Borrower with respect to the Development, nor shall any action or proceeding seeking the recovery from the Development, or from the CalHFA.TEX.RA Cedar Park
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Borrower with respect of the Development, of a sum in excess of Ten Thousand and No/100 Dollars ($10,000.00) or for specific performance or other equitable relief against the Development, or against the Borrower in respect of the Development, be settled or compromised by the Borrower, without the prior approval of the Agency. Any such approval may be subject to such terms and conditions as the Agency, may prescribe. , _~ 15. ~ Assignment of Rents for Security. As security for the performance of the Borrower of all its obligations under this Agreement, the Borrower hereby assigns and pledges to the Agency all of the Borrower's right, title and interest in and to the rents, profits, income and charges of whatsoever kind or nature which it may receive or be entitled to receive from the operation of the Development, subject, however, to any assignment of rents or like provision contained in the Deed of Trust or in any of the other Loan Documents; provided, however, that unless and until a default under this Agreement is declared by the Agency or a default or event of default shall have occurred under any of the other Loan Documents, the Borrower shall be permitted to collect and retain such rents, profits, income and charges, subject to the provisions of this Agreement.
Violation of Agreement by the Borrower. In the event of the violation of any of the provisions of this Agreement by the Borrower, the Agency shall give written notice thereof to the Borrower by registered or certified mail addressed to the Borrower at the address stated in this Agreement, or to such other address as may have been designated by the Borrower in writing, and if such violation is not corrected to the satisfaction of the Agency within thirty (30) days after the date such notice is mailed (or within such further time as the Agency in its sole discretion may permit), the Agency may without further prior notice declare in writing a default under this Agreement effective on the date of such declaration of default, and upon any such declaration of default, or, irrespective of any such declaration of default, upon the occurrenceof a default or event of defaultunder any of the other Loan Documents, the Agency may:
(a) Declare the whole of the principal amount of the indebtedness evidenced by the Note immediatelydue and payable and proceed with the rights and remediesprovided for in the Loan Documents. (b) Collect all rents, rental subsidies, profits, income and charges in connection with the operation of the Development and use same or the proceeds thereof, in such order as the Agency may determine, toward satisfaction of the Borrower's obligations under this Agreement or any of the Loan Documents;and toward payment of the necessaryexpenses of preservingand operating the Development. (c) Take possession of the Development,bring any action necessary to enforceany rights of the Borrower growing out of the operation of the Development, and operate the Development in accordancewith the terms of this Agreement until such time as the Agency, in its sole discretion, shall determine that the Borrower is again in a position to operate the Development in accordance with the terms of this Agreementand in compliance with the requirementsof any of the other Loan Documents. (d) Apply to any court, state or federal, for specific performance of this Agreement; for an injunction against any violation by the Borrower of this Agreement; for the appointment of a receiverto take over and operate the Development in accordance with the terms of this Agreement; or for such other relief as may be appropriate, it being agreed by the Borrower that the injury to the Agency arising from the defaultunder any of the terms of this Agreement would be irreparable and that it would be extremely difficult to ascertain the amount of compensation to the Agency which would affordadequate relief. (e) In addition, if and to the extent necessary to correct any such default, the Borrower hereby grants to the Agency the option to lease, from time to time, units in the Development for a rental of one dollar CaIHFA.TEX.RA Cedar Park
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($1.00) per unit per year for the purpose of subleasing such units to comply with Sections 3 and 4 of this Agreement. Any rents received by the Agency under any such sublease shall be paid to the Borrower after the Agency has been reimbursed for any expenses incurred in connection with such sublease, provided, that if the Borrower is in default under the Loan, such rental shall be used to make paymentsof Loan principal and interestor otherwise to cure such defaults.
17. In the event that the Borrower fails to make timely payment of any money provided for in this Agreement, then such payment obligation shall be increasedto include interest at the rate of the lesser of ten percent (10%) simple interest per annum or the maximumrate permittedby law.
18. Action by the Agency. Except as may be otherwise specificallyprovided herein, whenever any approval, notice direction, consent, request or other action by the Agency is required or permitted under this Agreement such approval, notice direction, consent, request or other action shallbe in writing.
19. Integration and Amendments. The Loan Documentscontainor expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein and supersede all prior negotiations or agreements, written or oral. The Loan Documents shall not be modified except by written instrument executed by all parties. Any reference to the Loan Documents includes any amendments, renewals or extensions now or hereafter approvedby Agency in writing.
20. Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity,legality or enforceabilityof the remaining provisions shall not in anyway be affected or impaired.
21. Binding on Successors. This Agreement shall bind, and the benefits thereof shall inure to, the respective parties hereto, their legal representatives, executors, administrators, successors and assigns; provided, however, that the Borrower may not assign this Agreement or any of its obligations hereunder, voluntarily or by operation of law, without the prior approval of the Agency. Except as expresslyprovided herein, this Agreement shall be for the exclusive benefit of the parties hereto and shall not confer any rights upon any third party. In the event the Borrower transfers title, possession or control of the Development to a third party, the Borrower covenants to require as a condition of transfer that such third party agrees to be bound by and to operate the Development in accordance with this Agreement. The Agency is deemed to be the beneficiary of such conditions and agreements with the right to enforce them against any such third party.
22. Rec;Qrdation.This Agreement shall be acknowledgedby each of the parties and recorded in the official records of the county in which the Development is located.
23. Election of Remedies; Events of Default. The remedies of the Agency hereunder and under the other Loan Documents are cumulative, and the exercise of one or more of such remedies shall not be deemed an election of remedies and shall not preclude the exercise by the Agencyof anyone or more of its other remedies.
24. Waiver by Agency. No waiver by the Agency of any breach of or default under this Agreement shall be deemed to be a waiver of any other or subsequent breach thereof or default hereunder.
25. Governing Law. This Agreement shall be construedin accordancewith and governedby the laws of the State of California.
CaIHFA.TEX.RA Cedar Park
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26. Legal Notices. Written notices pursuant to Section 16 of this Agreement by and between the parties hereto shall be addressed as follows unless and until a party hereto has, in writing, communicated a different address to the other party hereto, provided, for notices other than to Borrower, CalHFA shall use its best efforts, and provided further that no legal conseq~nces shall arise by reason of CalHFA's failure to give notice to:
Borrower:
Limited Partner:
Special Limited
Partner:
Agency:
Oregon Investors vrn Limited Partnership
clo Cascade Housing Association
87460 Cedar Flat Road
Spingfield, OR 97478
Attn: Kelly Williams
Peoples Benefit Life Insurance Company
clo AEGON USA Realty Advisors, Inc.
4333 Edgewood Road, N.E.
Cedar Rapids, IA 52499
Attn: Michael Sheehy, Counsel
Transamerica Affordable Housing, Inc.
clo AEGON USA Realty Advisors, Inc.
600 Montgomery Street, 16th Floor
San Francisco, CA 94111
Attn: David W. Kunhardt
Office of the General Counsel
California Housing Finance Agency
P.O. Box 4034
Sacramento, California 95812-4034
27. Attorney Fees, Costs. In any nonjudicial foreclosure process, or action to enforce or relating to any provision of the Loan Documents, the prevailing party shall be entitled to recover from the other party, its costs and expenses. The term "costs and expenses" as used herein shall include aU costs and expenses actually and reasonably incurred including but not limited to attorney's fees; filing, motion, and jury fees; juror food and lodging; taping, videotaping, and transcribing depositions and travel expenses to attend depositions; service of process by a public officer, registered process server, or other means; expenses of attachment including keeper's fees; premiums on surety bonds; ordinary witness fees pursuant to Section 68093 of the California Government Code; fees of expert witnesses whether or not ordered by the court; transcripts of court proceedings whether or not ordered by the court; court reporters fees as established by statute; investigation expenses in preparing the case for trial; postage telephone, and photocopying charges; costs in investigation of jurors or in preparation for voir dire; models, blowups and photocopies of exhibits, and any other item that is required to be awarded to the prevailing party pursuant to statute as an incident to prevailing in the action at trial or on appeal. Such costs and expenses shall be recoverable whether the services were rendered by a salaried employee of the party or by an independent contractor.
28. The Borrower warrants that it has not, and shall not, execute any other agreement with provisions contradictory to the provisions hereof, and that, in any event, the CaIHFATEX.RA Cedar Park
!21812004.PAB/mnm-#!13704vlFlNAL -17-
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requirements of this Agreement shall be paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith.
29. Agency Insurance Requirements. The Borrower shall maintain insurance on the Development in substantial conformance with the requirements of the Agency as amended from time to time. As of the date of this Agreement, the Agency's requirements are set forth in that certain "Insurance Requirements For California Housing Finance Agency Developments" attached hereto as Exhibit B and incorporated herein by this reference.
30. The Borrower shall maintain the Development in a decent, safe and sanitary condition and in a good state of repair as determined by the Agency in its sole discretion.
31. The Borrower shall indemnify, defend (with counsel reasonably chosen by the Agency, at the Agency's option), and hold the Agency, and its employees, officers, agents, and board members harmless against all claims which arise out of or in connection with the ownership or occupancy of or construction on or in connection with the Development (including, without limitation, rehabilitation) by the Borrower or the Borrower's contractors, subcontractors, agents, employees, or tenants. This section shall survive the termination of this Agreement.
32. The Borrower represents and warrants that after reasonable investigation and inquiry, and except as indicated in the Phase I environmental report submitted to the Agency, as of the closing date it has no knowledge of any hazardous substance or environmental condition on or within two thousand (2,000) feet of the Development which may adversely impact the security of the Loan, or which may render the Development financially infeasible, or which may affect the health and safety of the occupants, the Development, or which maypresent an undue risk of liability to the Agency. The Borrower agrees to comply with all laws and orders of any federal, state or local governmental agency relating to clean-up or remediation, or other response action required by applicable law or order concerning a release or threatened release of hazardous substances in or on the Development. The term "hazardous substance" as used in this paragraph shall mean as defined at Code of Civil Procedure Section 736(f)(3).
The Borrower shall give any and all environmental notices to tenants and/or workers (both employee and independent contractor) which may be required by state or federal law. The Borrower hereby agrees to indemnify and hold the Agency harmless for any and all liability arising out of the presence of hazardous substances on the Development during the longer of the term of the Loan or the term of the Regulatory Agreement.
Liability may be established by, among other forms of demands, a demand in the form of a judgment, a settlement, or an administrative order; and may include costs, fees, penalties, interest, attorney's fees, and other costs related thereto. Whereas the purpose of this indemnity is to protect the Agency from harm, the rights to recover shall accrue as soon as the liability is incurred or costs are advanced. The term "any and all liability" shall include, but shall not be limited to, liability for: (a) the clean-up of hazardous substances; (b) claims for contribution or apportionment of remedies, and; (c) claims for physical or other damages to persons, property, or natural resources.
The duty of the Borrower to indemnify and hold the Agency harmless shall include the duty to defend as set forth in California Civil Code Section 2778.
33. CDLAC Requirements. The Borrower shall comply with the conditions set forth in Exhibit A to CDLAC Resolution No. 02-127 relating to the Project and adopted on September 23, 2002 (the "CDLAC Conditions"), as they may be modified or amended from time-to-time, which conditions are incorporated herein by reference and made a part hereof. The Borrower will prepare and submit to CDLAC, not later than each anniversary of the Closing Date, until the end of the Qualified Project Period, a Certificate of Continuing Program CaIHFA.TEX.RA Cedar Park
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Compliance, executed by an authorized representative of the Borrower. The Agency shall have no obligation to monitor the Borrower's compliance with the CDLAC Conditions. ill no event shall this Section extend the terrn of this Agreement as provided in Section Iabove.
34. Third-Party Beneficiary. The CD LAC is intended to be and shall be a third-party beneficiary of this .Regulatory Agreement. CDLAC shall have the right (but not the obligation) to enforce the CDLAC Conditions and to pursue an action for specific perforrnance or other available remedy at law or in equity, provided that any such action or remedy shall not materially adversely affect the interest and rights of the Bondholders or the Agency.
35. Counterparts. This Agreement may be executed in several counterparts, each of which will be an original and all of which constitute one and the same instrument.
36. If this Development was assisted by federal tax credits, and in the event that it is determined that IRS Code Section 42(h)(6)(E) (ii) is applicable to the Agency, and in the event that the Agency were to take over ownership of the Development as a result of a foreclosure, the Agency will comply with the 3 year extended use requirement as specified therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
OREGON INVESTORS VIII LIMITED PARTNERSHIP,
an Oregon limited partnership
By: Cascade Housing Association,
an Oregon nonprofit public benefit
corporation, its General Partner
By:
Secretary-Treasurer
CALIFORNIA HOUSING FINANCE AGENCY,
a public instrumentality and political subdivision of
the State of California
By:
Exhibit A - Legal Description of the Development
Exhibit B - Agency Insurance Requirements
CaIHFA.TEX.RA Cedar Park
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Item # 6.
CALIfORNIA ALL·PURPOSE ACKNOWLEDGMENT
evidence
knownto me
to me on the basis of ~~.,~."~.'"''
to be the person(,i) whose name(1J ~
subscribed to the within instrument and
acknowledged
the same
capacltytles),
signature~) on the instrument personM, or
the entity upon behalf of which the person(4
acted, executedthe instrument.
WITNESSmy hand and official seal.
opnONAL--~--~--------------
Though the information below is not required by law, ilmay prove valuable 10persons relying on the document and could prevent fraudulent removal and reattachmentof this form 10 another document.
Description of Attached Document
Title or Typeof
Signer(s)OtherThan Named
Capacltyfles) Claimed by Signer
o Individual
o CorporateOfficer - Title(s):~~~~_~~~~~~."'~~_""".~~, _ o Partner- 0 Limited 0 General
o Attorney-in-Fact
o Trustee
o Guardianor Conservator
o Other:'~~ ~~ ~_~~~~.~.~ ••,,~'"
Signer Is
© 1999 NationalNotary Association- 9350 De soto Ave. P.D" Box2402· Chatsworth;CA 91313·2402· wwwnaucnalnctarvorq
Item # 6.
STATE OF _O_RE_G_O_N _
COUNTY OF LAt'lE ~---------------
On December 14 2004 before
(Name of Notary Public)
personally
personally known to me (or provedto me on the basis of satisfactory evidence)to be the persorus) 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.
WITNESSmy hand and official seal.
(This area for notarial seal)
(notary)(07-02) Page 157
Item # 6.
EXHIBIT "A"
LEGAL DESCRIPTION
THE LAND RE~~RREDTO HEREINBE_LOWIS SITUATEDIN THE crrv OF GRASSVALLEY,COUNTY OF NEVADA,STATEOF CALIFORNIAAND IS DESCRIBEDAS FOLLOWS:
ParcelOne:
Parcell, as shown on Parcel Map 01-01, Cedar Park, filed May 17, 2001, in Book 19 of Parcel Maps, at Page 60.
EXCEPTINGTHEREFROMminerals, gas, oil and mineral deposits below a depth of 200 feet below the surface together with all necessary and convenient rights to explore for, develop, produce, extract and take the same, subject to the express limitation that the foregoing exception and reservation shall not include any right of entry upon the surface of said land without the consent of the owner of such of said land as set forth in the Deed dated August 28, 1961, recorded August 29, 1961, recorded August 29, 1961, in Book 302, Page 339, Official Records, executed by Sum-Gold Corporation, Inc., to John P. O'Brien et ux.
ParcelTwo:
A non-exclusive right of way for purposes of ingress and egress over a portion of Parcel2, Book 19 of Parcel Mapsi' at Page 60, Nevada County, located in Southwest quarter of the Southwest quarter of Section 24, Township 16 North, Range 8 East, M.D.M., said right of way being more particularly described as follows:
Commencing at the Southwest corner of the subject Parcel 2, a point from which the Southwest corner of said Section 24 bears the following two consecutive courses, to-wit: South 90° West 582.88 feet and South 01° 28' 00" East 258.40 feet and running thence from said point of beginning North 33° 55' 35" West 94.56 feet to the beginning of a non tangent curve concaved to the Northeasterly having a radial bearing of North 33° 55' 35" East and a radius of 79.12 feet; thence along said curve Southeasterly 23.94 feet, thence North 36° 10' 12" East 28.29 feet, thence South 49° 35' 32" East 42.81 feet; thence North 82° 23' 01" East 155.32 feet to a point on the Westerly line of Sutton Way, thence running along said Westerly line South 07° 13' 30" East 75.54 feet; thence leaving said Sutton Way South 89° 59' 14" East 288.25 feet to the point of beginning as disclosed by a Grant of Easementdated January 24, 2003, by CascadeHousing Association, an Oregon non-profit Corporation to Martin Harmon, recorded January 31, 2003, Document No. 2003-0005020, Official Recordsof NevadaCounty.
ParcelThree:
An exclusive right of way for purposes of constructing roadways, curb, gutter and utilities on Parcel C as recorded in Book 7 of Parcel Maps at Page 41, Nevada County, California. This right of way shall CaIHFA.TEX.RA Cedar Park
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be terminated at the end of construction. Located in the Southwest quarter of the Southwest quarter of Section 24, Township 16 North, Range 8 East, M.D.M, a strip of land 60 feet wide, the center line which is described as follows:
Commencingat a point from which the Southwest corner of said Section24 bears the following three cQurses,to-wlt: North 900 00' 00" West 145.00 feet, South 010 28' 00" East 450.07, South 010 28' - . .
00" East 258.40 feet running thence from said point of beginning along the centerline of said right of way North OO~...00' 0011 East a distance of 20.00 feet to the end thereof by an Easement and Maintenance Agreement dated January 24, 2003, by Oregon Investors V Limited Partnership, an Oregon limited partnership to Oregon Investors VIII Limited Partnership, an Oregon limited partnership, recorded January 31, 2003, Document No. 2003-0005021, Official Records of Nevada County.
ParcelFour:
A non-exclusive right of way for purposes of ingress and egress over a portion of Parcel 2, Book 19 of Parcel Maps at Page 60, Nevada County, located in Southwest quarter of Southwest quarter of Section 24, Township 16 North, Range 8 East, M.D.M., said right of way being more particularly described as follows:
Commencing at the Southwest corner of the subject Parcel 2, a point from which the Southwest corner of said Section 24 bears the following two consecutive courses, to-wit: South 90° West 582.88 feet and South 01° 28' 00" East 258.40 feet and running thence from said point of beginning:
North 33° 55' 35" West 94.56 feet to the beginning of a non tangent curve concaved to the Northeasterly having a radial bearing of North 33° 55' 35" East and a radius of 79.12 feet; thence along said curve Southeasterly 23.94 feet, thence North 36° 10' 12" East 28.29 feet: thence South 49° 35' 32" East 42.81 feet; thence North 82° 23' 01" East 155.32 feet to a point on the Westerly line of Sutton Way; thence running along said Westerly line South 07° 13' 30" East 75.54 feet; thence leaving said Sutton Way South 89° 59' 14" East 288.25 feet to the point of beginning as disclosed by a Reciprocal Easement dated January 28, 2003, by Cascade Housing Association, an Oregon nonprofit Corporation and Oregon Investors VIII Limited Partnership, an Oregon limited partnership, recorded February 5, 2003, Document No. 2003-0005781, Official Recordsof NevadaCounty.
APN: 35-412-04
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EXHIBITB
CALIFORNIA HOUSING FINANCE AGENCY
INSURANCE REQUIREMENTS
FOR CALIFORNIA HOUSING FINANCE AGENCY DEVELOPMENTS
Owner shall procure and maintain for the duration of the loan, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the owners operation of the premises to which this contract applies.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Property insurance against the perils of fire, "extended coverage", vandalism, and malicious mischief to real property and business income (rents).
2. If not granted a waiver, Property insurance against the perils of earthquake and flood for both real property and business income (rents). (May be purchased through CaIHFA).
3. Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001).
4. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto).
5. Workers; Compensation insurance as required by the State of California and Employer's Liability Insurance.
6. Boiler and Machinery coverage against standard "broad form" perils.
Minimum Limits of Insurance
Owner shall maintain limits no less than:
1. Property Insurance: Full replacement cost with no coinsurance penalty provision for real property, and at least the annual gross potential rental income for the development for business interruption coverage.
2. General Liability: (Including operations, products and completed operations.) $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
3. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
4. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
5. Earthquake and Flood:
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A. Limit as provided through participation in the earthquake and flood DIC policy coverage offered through the Agency, or.
B. For new proposed projects, application to Multifamily Programs underwriting for a waiver.
C. For projects not covered by the Agency policy or granted a waiver, total replacement value (building replacement cost plus business interruption value) with no coinsurance penalty provision.
Blanket earthquake insurance policies will be considered on a case by case basis.
6. Boiler & Machinery: $1,000,000.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by CalHF A. At the option the CalHFA, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CalHFA, its officers, officials, employees and volunteers; or the owner shall provide a financial guarantee satisfactory to CalHF A guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Notwithstanding the foregoing, the owner may select deductibles no greater than $10,000 per occurrence on Property and Boiler & Machinery coverages, and no greater than 5% of the values per building per location at the time and place of the loss per occurrence on Earthquake and Flood coverages.
Other Insurance Provisions
With respect to Property and Earthquake and Flood coverage, the Agency's interest shall be protected by a Lenders Loss Payable Endorsement naming the Agency as "Loss Payee." Crime Coverage: The Agency recommends, but does not require owner to carry insurance covering money or other property against burglary, robbery or theft.
Directors and Officers: The Agency recommends but does not require liability insurance for directors and officers of non-profit boards.
The general liability policy is to contain, or be endorsed to contain, the following provisions:
1. The owner's insurance coverage shall be primary insurance. Any insurance or self-insurance maintained by the Agency shall be excess of the owner's insurance and shall not contribute with it
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, reduced or modified except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Agency.
CaIHFA.TEX.RA Cedar Park
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Item # 6.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: vn or an S&P rating of AA.
Vetification oj Coverage
Policies must be-acquired at initial occupancy and a certificate of insurance must be submitted to the Agency approval 45 days to permanent loan recordation. Renewal insurance certificates must be submitted 30 days prior to the expiration date of any current certificate.
Impounds
At the time of permanent loan closing, the Agency will establish insurance impounds CaIHFA.TEX.RA Cedar Park
12I8I2004.P AB/mnm-# I I3704v IFINAL -24- Page 162
Item # 6.
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 )
~QB~4m4 )
Sacramento, CA 95812-4034
CALIFORNIA HOUSING FINANCE AGENCY
REGULATORY AGREEMENT
CalHFA Development No. 02.049.N
B. The Agency has issued tax-exempt bonds (,'Bonds") pursuant to the Code (as defined below) and the Law to provide the financing for the Development.
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inducement to the Agency to make the Loan,
l'Zreememand has consented thereby to be and to have
in the Act and in
NOW, THEREFORE, the parties hereto agree as follows:
1. execution and
latest of (i) the end of
Loan, or (iii) forty (40) years.
Agreement shall be effective as of the date of its
effect and shall apply to the Development until the
Period, as defined below, (ii) payment in full of the
2. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the fOnowingmeanings:
(a)
account of the Agency,
the County in which the
date on which the Note is delivered to or for the
this Agreement recorded in the official records of
(b) "Deedof Trust" means collectively:
deed(s) of trust recorded
'clo'Dmentfor the benefit of
earnings or income
Developmentand
withdraWal, taking or payment of any assets,
"'J,VIJU,J:"'UteXIOluCllrl2payments for current Operating Expenses of the (d) "GrossIncome" means all rents, charges, rental subsidies, fees and any other income of the Development, and without limitation, such income derived from commercial facilitiesof the Development, if any. the Note. (e) "Loan" means the Agency's loan or loans to the Borrower as evidenced by CaIHFARA. TEX.NRSGlenbrook Apts.
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(f) "Loan Documents" means this Agreement, the Note and Deed of Trust, as definedherein, and any other document evidencingor securing the Loan. (g) "Note" means collectively:
(i) that certain promissory note entitled "California Housing Finance Agency Promissory Note, CalHFA Development No. 02-049-N (Permanent Financing)" of the Borrower in the face amount of Three Million Eight Hundred Twenty Thousand and NollOO Donars ($3,820,000);and
(ii) that certain promissory note entitled "California Housing Finance Agency PromissoryNote, CalHFA Development No. 02-049-N (Permanent Bridge Financing)" of the Borrower in the face amount of One Million Eight Hundred Seventy Thousand and NollOO Dollars ($1,870,000).
(h) "Operating Expense" means all reasonable and proper expenses of the operation of the Development, including, but not limited to, debt service on subordinate debt approved by the Agency (as evidenced by the Agency's final form CHFA 3), insurance, real estate taxes, ordinary maintenance and repair, costs of marketing, Development management fees, fuel, utilities, garbage disposal, sewer charges, audit expenses, all sums due or currently required to be paid under the terms of the Note or Deed of Trust, Agency required impound, reserve and escrow deposits, reasonable attorneys fees incurred in actions to terminate tenancies, and such other payments as the Agency may require or specifically approve in writing as Operating Expenses. In no event shall attoI11eyfees or litigation costs other than as stated, nor expenditures normally required- to be- paid out- of the .Replacement Reserve, be. treated. as Operating.Expenses unless specificallyapproved in writing by the Agency. Nonrecurring expenses in excess of Ten Thousand and NollOODollars ($10,000.00) shall not be considered an approved Operating Expense unless specifically approved in writing by the Agency, which such approval shall not be unreasonably withheld.
(i) "Operating Expense Loan" means any loan by the Borrower or partner of the Borrower for the purpose of paying Operating Expenses of the Development. Operating Expense Loans may be repaid only with the approval of the Agency, which such approval shall not be unreasonablywithheld and only after payment of, or the reservation of funds for payment of, all Operating Expenses of the Development, including payments due under the Agency's Residual ReceiptsLoan, if applicable.
(j) "Qualified Project Period" means a period beginning on the later of the date of this Agreement or the first day on which ten percent (10%) of the units in the Development are occupied, and ending on the latest of 0) the date which is fifteen (15) years after the later of the date of this Agreement or the first date thereafter on which fifty percent (50%) of the units in the Developmentare first occupied, (ii) the date on which no tax-exempt "privateactivitybond," within the meaning of Section 141 of the Code, issued with respect to the Development is outstanding, or (iii) the date on which any assistance provided with respect to the Development under Section 8 of the United StatesHousing Act of 1937, as amended, terminates.
CalHFA.RA.TEX.NRSGlenbrook Apts.
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Item # 6.
to
Item # 6.
single geographically and functionally integrated project for residential rental property, as evidenced by the common ownership, management, accounting and operation of the Development. (e) The Borrower shall not convert the Development to condominium or other individual unit ownership during the term of this Agreement. No part of the Development shall at any time be owned or used by a cooperative housing corporation except in compliance with the provisions of Section 143(k)(9) of the Code.
(f) If the Development comprises fewer than five (5) dwelling units, the Borrower shall not occupy any dwelling unit in the Development. (g) AU of the amounts advanced for the Development from the proceeds of the Loan shall be used to provide amounts paid or incurred on or after January 4,2003 (sixty (60) days prior to the Agency's declaration of official intent to issue bonds) which are chargeable to the residential rental portion of the Development's capital account or would be so chargeable either with a proper election by the Borrower (for example under Section 266 of the Code) or but for a proper election by the Borrower to deduct such amounts. If any portion of a Development was acquired from or constructed by a Related Person of the respective Borrower (whether as a general contractor or a subcontractor), such costs include only the actual out-of-pocket costs incurred by such Related Person and not, for example, intercompany profits resulting from members of an affiliated group (within the meaning of Section 1504 of the Code) participating in the construction of such Development or payments received by such Related Person due to early completion of the Development (or any portion thereof). No proceeds of the Bonds will be spent on (1) leasing commissions, costs of advertising for any Development, or other costs related to the rental of units in any Development, (2) management fees for the management and operation .of any Development after the completion date, or (3) interest allocable to any unit for any period after such unit is held available for rental. For purposes of this paragraph, "Related Person" shall mean a person with a relationship to a person such that (i) the relationship between such persons would result in a disallowance of losses under Section 267 or 707(b) of the Code or (ii) such persons are members of the same controlled group of corporations (as defined in Section 1563(a) of the Code, except that "more than 50 percent" shall be substituted for "at least 80 percent" each place it appears therein. (h) On the basis of the cost and economic life of each asset of the Development (under midpoint lives under the ADR System or guideline lives under Treasury Revenue Procedure 62-21, as the case may be), the weighted average estimated economic life of the Development exceeds the maturity of the Loan.
0) No more than twenty-four and nine-tenths percent (24.9%) of the proceeds of any Loan may be used (directly or indirectly) for the acquisition of land (or an interest therein).
The Borrower shall expend Loan proceeds for eligible costs in such amount as may be necessary to comply with the preceding sentence.
(j) The Borrower shall submit to the Secretary of the Treasury (at such time and in such manner as the Secretary shall prescribe) an annual certification as to whether the Development continues to meet the requirements of Section 142(d) of the Code.
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(k) If loan proceeds are to be used for acquisition of an existing Development, an amount equal to at least fifteen percent (15%) of the acquisition cost of each building in the Development financed with proceeds of the Bonds shall be attributable to rehabilitation expenditures(as that term is defined in Section 147(d)(3)of the Code) with respect to such building which occupied within twenty-four (24) months after the later of the issuance of the Bonds or the date such building was acquired.
0) If loan proceeds originally used to finance the Development are from qualified 501(c)(3) bonds, subsections(i) and (k) above are inapplicable, and the Borrower certifies the following:
(i) it has received an IRS determination that it qualifies as a 501(c)(3) corporation;
(ii) it will own and operate the Development in furtherance of its charitable purposes (as described in its application to the IRS for its 501(c)(3) determination) and not for pecuniary benefit;
(iii) the ownership and operation of the Development does not and will not in any respect or to any extent constitute an unrelated trade or business under Section 513{a)of the Code; and
(iv) it will maintain its existence as, and conduct its operations so as, to xnaintainqualification as an organization described in Section 501(<::)(3)of the Code for the term of
4. Tenant Income Limitations.
(a) For the term of this Agreement, at least twenty percent (20%) of the completed dwelling units in the Development shall be occupied or reserved for occupancy, on a continuous basis by individuals or families whose income does not exceed fifty percent (50%) of area median income, as adjusted for family size pursuant to Section 142(d) of the Code, and who constitute very low income households within the meaning of Section 51335 of the Law (collectively, "Qualified Tenants"). In no event, shall the occupants of a unit be considered to be Qualified Tenants if all such occupants are students (as defined under Section 151(c)(4) of the Code). no one of whom is entitled to file a federal joint return under Section 6013 of the Code.
Units so occupied shall be rented at rents (including an allowance for utilities) which shall not exceed one-twelfth (l112th) of thirty percent (30%) of fifty percent (50%) of area median income, as published by the Department of Housing and Community Development or U.S. Department of Housing and Urban Development, with adjustments for household size. The Agency shall from time to time make available to the Borrower schedules of and any changes in the dollar amounts of the rent and income limitations contained in this Section 4.
Except as provided in Subsection 4(b) below, a dwelling unit occupied by an individual or family who at the commencement of the occupancy qualifies as a Qualified Tenant shall be treated as occupied by a Qualified Tenant, even if such individual or family during their tenancy in such unit ceases to so qualify. Moreover, if vacated, such unit shall be treated as CaIHFARA.TEX.NRSGlenbrook Apts.
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Item # 6.
CalHFA.RA.TEX.NRSGlenbIOok Apts.
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Item # 6.
(d) Utilization of the commercial facilities of the Development, if any, shall be compatible with the residential uses of the Development. Any commercial tenants, improvements and lease provisions must be approved by the Agency. The Agency shall have the right to require existing and future commercial tenants to enter into nondisturbance and attornment agreements on commercially reasonable terms. The Borrower and each commercial tenant agree to do any acts and execute any documents necessary to effectuate the Agency's rights in this regard. (e) The Borrower agrees to make available any and all units of the Development for the purposes of physical inspection by Agency personnel upon prior notice and in accordance with Agency policies and procedures. In addition, Borrower shall require that its managing agent inspect each unit at least on an annual basis.
(f) The Borrower shall not permit any interest to be charged nor to accrue on any advances to the Development from the Borrower or any affiliate of the Borrower except upon the following conditions: (1) prior written notice of such advance and the terms thereof shall be given to the Agency; (2) interest shall be limited to the rate on the Note; (3) the amount of such advance shall be no greater than necessary to pay current expenses; and (4) such advances shall be repaid after payment of, or the reservation of funds for payment of, all Operating Expenses of the Development and prior to any Distributions from the Development. Failure of any of these conditions shall render the party making the advance liable to refund and/or forfeit all interest paid or due and shall be an event of default pursuant to this Agreement. (g) The dwelling units to be occupied by, or reserved for occupancy by, Qualified Tenants shall be of comparable quality to all other dwelling units, shall be dispersed throughout the Development, and shall be in size and type available in the Same percentages as the sizes and types of an other dwelling units.
(h) The Borrower represents and warrants that at all times its acts in connection with the Development have complied with and shall continue to comply with all applicable provisions of federal, state and local laws, all applicable provisions of the Act, the rules, regulations, policies and procedures of the Agency and all agreements with the Agency and any other public entities concerning the Development as amended from time to time. The Borrower represents to the Agency that professional advice is available to the Borrower for the purpose of enabling the Borrower to be aware of and to comply with said laws, policies, procedures and agreements. The Borrower agrees to indemnify the Agency against any loss incurred by the Agency as a result of the Borrower's failure to comply therewith.
Specifically, the Borrower acknowledges the existence of federal, state and local laws regarding handicapped accessibility and the relocation of persons displaced by the Development. The Borrower agrees that the Borrower, and not the Agency, is' responsible for complyingwith such laws.
6. Establishment and Use of Reserve Funds. The Borrower shall establish and maintain the following reserve and escrow accounts. Unless otherwise specified herein or approved by the Agency, in its sole discretion, such accounts (i) shall be established on or before the Closing Date, (U) shall be funded with cash, (iii) shall be under the control of the Agency at all times, (iv) may be invested by the Agency provided that income earned on such funds (minus 1% CalHFARA.TEX.NRSGlenbrook Apts.
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Item # 6.
per annum of the principal balance of the account, but only to the extent there are earnings, which may be retained by the Agency as an administrative fee) shall accrue to the account, (v) shall be used for the prescribed purposes, and (vi) shall have any remaining balance, upon the Agency's termination of the requirement for the particular reserve account, returned to the Borrower.
Borrower agrees that any conveyance or transfer, voluntary or involuntary, of its interest in the Development shall have the effect of transferring to the successor-in-interest all of Borrower's interest in and all of its rights to, if any, the reserve and escrow funds without further act of the Borrower, and in refunding all or any part of the reserve and escrow funds, the Agency may deal with whoever is the record owner of the property at the time of termination. Borrower agrees that the Agency is granted a security interest in all required reserve and escrow funds which are intended to benefit the Development. Borrower hereby appoints the Agency, during the term of this Agreement, as its attorney-in-fact, to substitute any new owner of the Property or Development, or the Agency itself, as signatory of the reserve and escrow accounts, in the place of Borrower. (a) Operating Expense Reserve. An Operating Expense Reserve (the "DER") shall be established and maintained from sources other than Gross Income in the amount of FiftyOne Thousand Three Hundred Forty-Four and NollOO Dollars ($51,344),until such time as two (2) full consecutive Development fiscal years have passed in which the audited annual financial statement accepted by the Agency shows that Gross Income is sufficient to meet all Operating Expenses. The OER shall be funded on a one-time-only basis and, if drawn down, need not be replenished. The OER shall be used to fund any Operating Expenses not covered by Gross Income. (b) Replacement Reserve. A Replacement Reserve (the "RR") shall be established and maintained until the termination of this Agreement. The RR shall be funded by deposits in the amount of One Thousand FourHundred Eight and 33/100 Dollars ($1,408.33) Per month, due on the first day of each and every month commencing with the first payment due on the Note. The Agency may adjust, at any time, the amount of the monthly payments to be made into the RR as necessary to, in its sole discretion, keep pace with increases in the costs of replacing structural elements and equipment of the Development. The RR shall be used upon the Agency's written approval to replace major structural elements or equipment of the Development or for any other purpose consistent with maintaining the financial and physical integrity of the Development.
Borrower agrees to make arrangements for a physical needs assessment and an evaluation, by an independent party acceptable to the Agency of current and future maintenance requirements of the Development. This physical needs assessment and maintenance evaluation shall occur upon the Agency's request and shall be forwarded to the Agency for review. The costs of such assessment and evaluation shall be an obligation of the Borrower.
(c) Construction Defect Security. On or before the Closing Date, the Agency shall be provided with a cash deposit or letter of credit, as approved by the Agency (the "Construction Defect Security" or "CDS"). in the amount of One Hundred Fifty-Four Thousand Four Hundred Eight and NollOODollars ($154,408.00) (2.5% of the construction contract amount as of the date of completion) or such greater amount as may, in the sole discretion of the Agency, be necessary to adequately secure the Agency and Development against construction defects. The term "construction defect" as used herein shall mean all construction related physical problems including but not limited to deviations from the approved final plans and specifications for the Development. Such CDS shall be kept in effect for one (1) year from the date of Permanent Loan Closing and may be used or set aside for the correction of construction defects or related damages CalHFA.RA.TEX.NRSGlenbrook Apts,
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Item # 6.
which appear during such period and which are not corrected by the contractor or the Borrower within a reasonable time following the demand by the Agency for such correction. The date specified herein may be extended if payment of construction defect repairs will be paid after that date, of if there is an ongoing dispute regarding construction defects not yet repaired to the satisfaction of the Agency.
(d) Additional Escrows and Accounts. In addition to the MA, RUA, OER, RR, and CDS, the Agency may, prior to the Closing Date, require the establishment and maintenance of other reserve and/or escrow accounts as necessary to create reserves which, in the sole discretion of the Agency, are necessary or proper to ensure the feasibility of the Development.
7. Application of Funds if Default. In the event of a default under this Agreement, or any of the other Loan Documents, the Agency in its sole discretion may apply or authorize the application of the funds in any of the accounts provided for in Section 6, to any amounts then due under this Agreement or the other Loan Documents, or use such funds for the continued operation of the Development provided, however, that if the default is cured, all funds shall be returned to the appropriate account.
8. Non-Discrimination and Equal Opportunity. Occupancy of the Development shall be open to all regardless of race, sex, sexual orientation, marital status, familial status, age (except for senior citizen housing pursuant to California and Federal law), color, religion, disability, source of income, national origin or ancestry. The Borrower shall require that its officers, agents, employees, management agent, contractors, subcontractors, and employees associated with the Development provide equal opportunity for employment and that they shall not engage in any unlawful discriminatory conduct In addition, the Borrower agrees to conduct its own affi:tm.ative marketing programs as approvedby the Agency.
9. QualifiedTenant's Rental Limits Increase Procedure.
(a) The Agency will, from time to time, revise the maximum rental limits applicable to dwelling units reserved for Qualified Tenants by a percentage equal to any percentage change in county median income. Until such time as the Agency mails a notice of such change of rent limits to the Borrower (or such change is posted on the Agency's website), the previously existing charges shall apply.
(b) Upon receipt of new rental limit schedules, the Borrower may increase, and shall, if necessary, decrease the rental charges. Any increase in rental charges must comply with the terms of the lease as to the time and manner of such changes, provided that, no Qualified Tenant shall have a rent increase sooner than one (1) year after initial occupancy, and provided further, no Qualified Tenant shall have an annual rent increase in excess of the percentage increase in the county median income for the applicable year in which the rent increase is being considered, nor shall there be an accumulation of rental increases from year-to-year for those years in which the Borrower chooses not to increaserents by the percentage allowed herein.
10. financial Covenants. In addition to, but not by way of limitation of, all other duties of the Borrower set forth herein, the Borrower shall comply with the following:
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(a) Audit. The Development and all equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination, inspection and copying at any reasonable time by the Agency or by its authorized representative upon reasonable notice to Borrower.
(b) Books and Records. The books and records of the Development shall be kept by the Borrower in accordance with the requirements of the Agency. (c) Financial Reporting.
(i) Within sixty (60) days following the end of each fiscal year of the Development, the Agency shall be furnished by the Borrower with a complete annual financial report on the Development based upon an examination of the books and records of the Development, prepared in accordance with the requirements of the Agency, and certified by the Borrower, and at the Borrower's expense, by an independent certified public accountant licensed in California and acceptable to the Agency. Each such financial report shall be subject to the approval of the Agency and when approved by the Agency shall be a "Development Financial Report" as referred to herein;
(ii) Within twenty (20) days following the end of each month, the Agency shall be furnished by the Borrower with a complete monthly financial report. The monthly financial report must include a detailed accounting of, without limitation, all income and expenses, accounts receivable, accounts payable and disbursements received or made in the month reported. (d) Furnishing Information. At the request of the Agency, the Borrower shall furnish such reports, financial statements, projections and analyses as may be required from time to time by the Agency and shall give specific answers to questions upon which information is desired relative to the income, expenses, assets, liabilities, contracts, operations and conditions of the Borrower and the Development. Borrower understands and agrees that the content of such reports, statements, projections, analyses and other information may be disclosed in any documentation prepared in connection with the issuance by the Agency of its Bonds and may otherwise be publicly disclosed in accordance with state and federal law.
(e) Development Account.
(1) The Borrower shall establish an account (the "DevelopmentAccount") with a depository, which is insured by the Federal Deposit Insurance Corporation ("FDIC") or by a successor in interest to FDIC into which all Gross Income of the Development shall be deposited when received. The Borrower or any person receiving funds and tenant security deposits of the Development other than as permitted by this Agreement shall immediately deposit such funds in the Development Account and failing to do so shall hold such funds in trust for the Development. The Borrower or any person receiving any property of the Development in violation of this Agreement shall immediately deliver such property to the Agency, and failing to do so shall hold such property in trust for the Development. Reserves, deposits, rents, charges, fees and any other deposits and/or income of the Development as used herein shall also include, without limitation, such income derived from commercial facilities of the Development, if any.
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(2) Agency shall have a first priority security interest in the Development Account, and Borrower hereby grants Agency a security interest in the Development Account.
Immediately upon establishing the Development Account, Borrower shall notify the Agency of the identity of the depository, the branch where the account is established and the account number. The depository shall be required to execute a deposit account control agreement within the meaning of Article 9 of the California Uniform Commercial Code ("Control Agreement"), in a form acceptable to the Agency, to perfect the Agency's security interest in such account. Agency shall be entitled to exercise its rights under the Control Agreement upon Borrower's default, as determined by the Agency in its sole discretion, under the Loan Documents. However, the Agency shall not be obligated to give the Borrower the advance notice of default required by Section 16 of this Agreement prior to giving the depository the written "Notice of Exclusive Control" provided for in the Control Agreement.
(3) Borrower may not transfer the Development Account to another depository without the prior written consent of the Agency, which consent, if granted in the agency's sole discretion, shall be conditioned upon the new depository executing a Control Agreement.
(4) Disbursements from the Development Account shall be permitted only to administer security deposits and to pay OperatingExpenses and permitted Distributions. (5) The Borrower shall maintain security deposits in accordance with applicablelaw.
(f) Annual Operating Budget. The Borrower shall submit to the Agency a proposed operating budget for the Development not later than sixty (60) days prior to the beginning of each fiscal year of the Development. The proposed operating budget shall set forth the anticipated Gross Income of the Development and a detailed estimate of all Operating Expenses thereof, which shall include an itemization of administration expenses, maintenance expenses, cost of utilities, hazard insurance, earthquake insurance, taxes and assessments, Loan principal and interest, deposits to all funds, reserves or accounts required by the Agency and/or established by the Borrower. The budget shall be in a form satisfactory to the Agency and shall otherwise be consistent with the requirements of this Agreement. Upon approval by the Agency, such proposed operatingbudget shall be the operatingbudget for the ensuing fiscal year.
11. Development Management
(a) The Borrower shall provide for the management of the Development in a manner satisfactory to the Agency, shall employ a bonded and licensed management agent, develop a management plan, and use a management agreement acceptable to the Agency. A fidelity bond shall be maintained in an amount equal to one month's gross rent and shall insure the Borrower and the Agency against misapplication of Development Funds. AU management agreements shall include a copy of this Agreement, which shan be incorporated. therein, and made a part of the contract. The management agreement shall be structured so that it is subject to termination with or without cause by the Borrower or the Agency, and without penalty, upon not less than thirty (30) days prior written notice to the management agent. Any liability associated with the termination of the management contract shall be the sole obligation of the Borrower. Upon notice of termination, CalHFA.RA.TEX.NRSGlenbrook Apts,
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Item # 6.
the Borrower agrees to make immediate alternative arrangements, satisfactory to the Agency, for the continued management of the Development. In the event that the Borrower shall fail to make such alternative arrangements for a substitute managing agent within a reasonable time (which in no event shall exceed sixty (60) days from the date of the sending of the termination notice), the Agency shall have the unilateral right to make such alternative arrangements. The amount of the management agent's compensation shall be subject to approval by the Agency, which shall not be unreasonably withheld.
(b) The Borrower shall require that a Resident Selection!Affirmative Fair Housing Marketing Plan ("Plan ") be prepared and maintained in cooperation with the managing agent. This Plan shall be subject to the approval of the Agency. In carrying out this Plan, the Borrower/managementagent shall:
(1) Lease no less than twenty percent (20%) of the total units of all sizes and types to QualifiedTenants;
(2) Give preference to the applicants in the following order:
(i) persons displaced by:
a. natural disaster,
b. construction of this Development,
d. other causes, provided that such displacement shall be certified in writing by a government agency, and
(ii) all other applicants;
(3) Begin marketing of the Development at least ninety (90) days prior to the availabilityof the units for occupancy;
(4) Assure that all advertising, (including letterheads, brochures and media advertising, shall include "Equal Housing Opportunity" and the "handicapped" logo.
Further, if advertisementscontain human models, a mix of minority and non-minority models are to be used to reflect the open housing philosophy. No preference for any economic status or lifestyle shall be depicted;
(5) Where a significant number of persons in the community have limited fluency in the English language, provide publications, information, brochures and leases in the native language of such persons; "Significant number of persons" is deemed to be at least twentyfive percent (25%); CaIHFA.RA.TEX.NRSGlenbrook Apls.
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Item # 6.
(6) Develop and maintain a policy and procedure for the selection and rejection of applicants, and a grievance and eviction policy and procedure for tenants of the Development;
(7) Assure that tenant selection is carried out without favoritism or partiality and that no preference is given to any applicant other than as provided herein; (8) Give each tenant selected, at the time of acceptance, a written copy of the tenant eviction and grievance procedures for the Development and an amendments thereto; and (9) Where necessary, conduct such additional marketing as reasonably required to fulfill affirmative marketing goals and meet other goals of the Plan.
12. Certain Acts Prohibited. The Borrower shall not, without the prior written approval of the Agency, do any of the following. The granting of the Agency's approval shall be in its sole, unfettered discretion and may be conditioned upon the satisfaction of such terms and conditions as the Agency may prescribe.
(a) Make any sale, assignment, conveyance or transfer in any other form of the Development or any part thereof or of any of its interest therein, whether voluntarily or involuntarily, or by operation of law.
(1) A transfer by the Borrower in whole or in part, or a transfer by a party having a substantial interest in said Borrower, or transfers by more than one party of interests aggregating a substantial interest in said Borrower, or any other similarly significant change in the ownership of interests in the Borrower, or in the relative distribution thereof, or with respect to the parties in control of the Borrower or the degree thereof, by any other method or means (e.g., increased capitalization, merger with another corporation or other entity, corporate or other amendments, issuance of new or additional ownership interests or classification of ownership interests or otherwise) shall be deemed an assignment, conveyance, or transfer for purposes of this subsection. An assignment by the Borrower to a limited partnership, in which no limited partner has a 25 percent or more interest and of which the Borrower is the sole general partner, shall not be considered an assignment, conveyance, or transfer.
(ii) The term "substantial interest" means the interest of any general partner, any limited partner having a 25 percent or more interest in the organization, any corporate officer or director, and any stockholder having a 10percent or more interest in the organization. (b) Make any Distribution not permitted by the terms of this Agreement, (c) Assign or transfer any right to manage the Development (d) Materially remodel, add to, reconstruct, demolish or damage any part of the Development.
(e) Require, as a condition of the occupancy or leasing of any dwelling unit in the Development to Qualified Tenant, any consideration or deposit other CaIHFARA.TEX.NRSGlenbrook Apts.
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Item # 6.
than the prepayment of the first month's rent plus a security deposit in an amount not in excess of one (1) month's rent to guarantee the performance of the covenants of the lease.
(f) Incur any liability or obligation in connection with the Development, contingent or otherwise, other than for current Operating Expenses and for the indebtedness evidenced by the Note, or incur any liability or obligation whatsoever that is secured in whole or in part by any interest in or lien or encumbrance on the Development.
(g) Invest any funds from the Development in any property, real, personal, or mixed, except as authorized by this Agreement, or deposited any such funds in a depository not authorized by this Agreement; or
(h) Make a loan of any funds from the Development to any person or entity; or (0 Fail to establish or maintain the accounts required by Section 6 of this Agreement.
(j) Cause or permit the Development to be maintained in a condition which the Agency deems, in its sole discretion, as an impairment of its security interest, or a violation of the Borrower's obligation to maintain the Development in a safe, sanitary and decent condition.
(k) Ifthe Development receivesSection 8 assistance, cause or permit-the loss of Section 8 units under the Housing Assistance Payment Contract ("HAPC"), or fail to apply for or accept any extension of the HAPC.
13. Distributions.
(a) The Borrower shall be entitled to an annual Distribution of Surplus Cash.
The Agency shall make an annual review of the Development Financial Report which shall be prepared in accordance with the Agency's Property Management Manual as amended from time to time, and determine whether a Distribution should be approved. (b) Ifthe debt service schedule of the Note is not payable from Surplus Cash or Residual Receipts, from time to time during the fiscal year, upon Agency approval, the Borrower may take advances on its reasonably expected annual distribution for the fiscal year. Such advances shall only be taken if there are no undisputed accounts payable older than thirty (30) days and there are sufficient funds to pay anticipated Operating Expenses coming due within the next thirty (30) days. The amount distributed shall not, in the aggregate, exceed the amount of the reasonably expected annual Distribution for the fiscal year. Such advances shall be reconciled to the monthly financials and the Development Financial Report for the fiscal year and, to the extent they exceed the approved annual Distribution, shall be refunded to the Development Account upon immediate demandby the Agency.
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Item # 6.
(c) If any debt service payable to the Agency derives from Surplus Cash or Residual Receipts, the Borrower shall not be entitled to advances of Distributions as discussed in subsection (b). All Distributions shall be taken annually and only after the Agency's prior written approval.
(d) Except as provided in subsection (b), no Distribution shall be taken, made, received or retained by the Borrower or any other persons or entity without the prior written approval of the Agency. The Agency shall not unreasonably withhold its approval of a Distribution request. Notwithstanding the foregoing, the Agency shall not be required to approve Distributions to be made from borrowed funds, or to be made while there is any violation or default under the terms of this Agreement or any of the other Loan Documents. (e) The proceeds of any unapproved Distribution, while retained, shall be held by the recipient as trustee for the Development and shall be immediately refunded to the Development upon demand. The recipient of an unapproved Distribution shall'be obligated to pay interest thereon to the Development at the rate of the Note for the period that the Distribution is retained by the recipient.
14. Actions. The Borrower agrees to notify the Agency promptly in writing of any action or proceeding by or against the Development or by or against the Borrower with respect to the Development. No action or proceeding seeking the recovery of a sum in excess of Ten Thousand and Nol100 ($10,000.00) or for specific performance or other equitable relief shall be instituted by the Borrower with respect to the Development, nor shall any action or proceeding seeking the recovery from the Development, or from the Borrower with respect of Development, of a sum in excess of Ten Thousand and NollOO ($10,000.00) or fof specific performance or other equitable relief against the Development, or against the Borrower in respect of the Development, be settled or compromised by the Borrower, without the prior approval of the Agency. Any such approval may be subject to such terms and conditions as the Agency, may prescribe.
15. Assignment of Rents for Security. As security for the performance of the Borrower of all its obligations under this Agreement, the Borrower hereby assigns and pledges to the Agency all of the Borrower's right, title and interest in and to the rents, profits, income and charges of whatsoever kind or nature which it may receive or be entitled to receive from the operation of the Development, subject, however, to any assignment of rents or like provision contained in the Deed of Trust or in any of the other Loan Documents; provided, however, that unless and until a default under this Agreement is declared by the Agency or a default or event of default shall have occurred under any of the other Loan Documents, the Borrower shall be permitted to collect and retain such rents, profits, income and charges, subject to the provisions of this Agreement
16. Violation of Agreement by the Borrower. In the event of the violation of any of the provisions of this Agreement by the Borrower, the Agency shall give written notice thereof to the Borrower by registered or certified mail addressed to the Borrower at the address stated in this Agreement, or to such other address as may have been designated by the Borrower in writing, and if such violation is not corrected to the satisfaction of the Agency within thirty (30) days after the date such notice is mailed (or within such further time as the Agency in its sole discretion may CaIHFARA,'fEX.NRSGlenbrook Apts.
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Item # 6.
permit) , the Agency may without further prior notice declare in writing a default under this Agreement effective on the date of such declaration of default, and upon any such declaration of default, or, irrespective of any such declaration of default, upon the occurrence of a default or event of default under any of the other Loan Documents, the Agency may:
(a) Declare the whole of the principal amount of the indebtedness evidenced by the Note immediately due and payable and proceed with the rights and remedies provided for in the Loan Documents.
(b) Collect all rents, rental subsidies, profits, income and charges in connection with the operation of the Development and use same or the proceeds thereof, in such order as the Agency may determine, toward satisfaction of the Borrower's obligations under this Agreement or any of the Loan Documents; and toward payment of the necessary expenses of preserving and operating the Development.
(c) Take possession of the Development, bring any action necessary to enforce any rights of the Borrower growing out of the operation of the Development, and operate the Development in accordance with the terms of this Agreement until such time as the Agency, in its sole discretion, shall determine that the Borrower is again in a position to operate the Development in accordance with the terms of this Agreement and in compliance with the requirements of any of the other Loan Documents.
(d) Apply to any court, state or federal, for specific performance of this Agreement; for an injunction against any violation by the Borrower of this Agreement; for the appointment of a receiver to take over-and operate the Development in accordance with the terms of this Agreement; or for such other relief as may be appropriate, it being agreed by the Borrower that the injury to the Agency arising from the default under any of the terms of this Agreement would be irreparable and that it would be extremely difficult to ascertain the amount of compensation to the Agency which would afford adequate relief. (e) In addition, if and to the extent necessary to correct any such default, the Borrower hereby grants to the Agency the option to lease, from time to time, units in the Development for a rental of one dollar ($1.00) per unit per year for the purpose of subleasing such units to comply with Sections 3 and 4 of this Agreement Any rents received by the Agency under any such sublease shall be paid to the Borrower after the Agency has been reimbursed for any expenses incurred in connection with such sublease, provided, that if the Borrower is in default under the Loan, such rental shall be used to make payments of Loan principal and interest or otherwise to cure such defaults.
17. Interest Charges. In the event that the Borrower fails to make timely payment of any money provided for in this Agreement, then such payment obligation shall be increased to include interest at the rate of the lesser of ten percent (10%) simple interest per annum or the maximum rate permitted by law.
18. Action by the Agency. Except as may be otherwise specifically provided herein, whenever any approval, notice direction, consent, request or other action by the Agency is required CalHFA.RA.TEX.NRSGlenbrook Apts,
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Item # 6.
or permitted under this Agreement such approval, notice direction, consent, request or other action shall be in writing.
19. Integration and Amendments. The Loan Documents contain or expressly incorporate by reference the entire agreement of the parties with respect to the matters contemplated therein and supersede all prior negotiations or agreements, written or oral. The Loan Documents shall not be modified except by written instrument executed by all parties. Any reference to the Loan Documents includes any amendments, renewals or extensions now or hereafter approved by Agency in writing.
20. Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any waybe affected or impaired.
21. Binding on Successors. This Agreement shall bind, and the benefits thereof shall inure to, the respective parties hereto, their legal representatives, executors, administrators, successors and assigns; provided, however, that the Borrower may not assign this Agreement or any of its obligations hereunder, voluntarily or by operation of law, without the prior approval of the Agency. Except as expressly provided herein, this Agreement shall be for the exclusive benefit of the parties hereto and shall not confer any rights upon any third party. In the event the Borrower transfers title, possession or control of the Development to a third party, the Borrower covenants to require as a condition of transfer that such third party agrees to be bound by and to operate the Development in accordance with this Agreement. The Agency is deemed to be the beneficiary of such conditions and agreements with the right to enforce them against any such third party.
22. Recordation. This Agreement shall be acknowledged by each of the parties and recorded in the official records of the county in which the Development is located.
23. Election of Remedies; Events of Default. The remedies of the Agency hereunder and under the other Loan Documents are cumulative, and the exercise of one or more of such remedies shall not be deemed an election of remedies and shall not preclude the exercise by the Agency of anyone or more of its other remedies.
24. Waiver by Agency. No waiver by the Agency of any breach of or default under this Agreement shall be deemed to be a waiver of any other or subsequent breach thereof or default hereunder.
25. Governing Law. This Agreement shall be construed in accordance with and governedby the laws of the State of California.
26. Legal Notices. Written notices pursuant to Section 16 of this Agreement by and between the parties hereto shall be addressed as follows unless and until a party hereto has, in writing, communicated a different address to the other party hereto, provided, for notices other than to Borrower, CalHFA shall use its best efforts, and provided further that no legal consequences shall arise by reason of CalHFA's failure to give notice to:
CalHFA.RA.TEX.NRSGlenbrook Apts.
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Item # 6.
Borrower: Oregon Investors vn Limited Partnership
clo Cascade Housing Association
87460 Cedar Flat Road
Springfield, Oregon 97478
Attn: Kelly R. Williams
Limited Partner: MMA Financial Warehousing, LLC
clo MMA Financial TC Corp.
101Arch Street, 14thFloor
Boston, Massachusetts 02110
Attn: Geoffrey Giancola
Agency: Office of the General Counsel
California Housing Finance Agency
1415L Street, Suite 500
Sacramento, California 95814
27. Attorney Fees. Costs. In any nonjudicial foreclosure process, or action to enforce or relating to any provision of the Loan Documents, the prevailing party shall be entitled to recover from the other party, its costs and expenses. The term "costs and expenses" as used herein shall include all costs and expenses actually and reasonably incurred including but not limited to attorney fees; filing, motion, and jury fees; juror food and lodging; taping, videotaping, and transcribing depositions and travel expenses to attend depositions; service of process by a public officer, registered process server, or other means; expenses of attachment including keeper's fees; premiums on surety bonds; ordinary witness fees pursuant to Section 68093 of the California Government Code; fees of expert witnesses whether or not ordered by the court; transcripts of court proceedings whether or not ordered by the court; court reporters fees as established by statute; investigation expenses in preparing the case for trial; postage telephone, and photocopying charges; costs in investigation of jurors or in preparation for voir dire; models, blowups and photocopies of exhibits, and any other item that is required to be awarded to the prevailing party pursuant to statute as an incident to prevailing in the action at trial or on appeal. Such costs and expenses shall be recoverable whether the services were rendered by a salaried employee of the party or by an independent contractor.
28. No Conflict With Other Documents. The Borrower warrants that it has not, and shall not, execute any other agreement with provisions contradictory to the provisions hereof, and that, in any event, the requirementsof this Agreement shall be paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith.
29. Agency Insurance Requirements. The Borrower shall maintain insurance on the Development in substantial conformance with the requirements of the Agency as amended from time to time. As of the date of this Agreement, the Agency's requirements are set forth in that certain "InsuranceRequirements For California Housing Finance Agency Developments" attached hereto as Exhibit B and incorporatedherein by this reference.
30. Maintenance. The Borrower shall maintain the Development in a decent, safe and sanitarycondition and in a good state of repair as determined by the Agency in its sole discretion.
CaIHFA.RA.TEX.NRSGlenbrook Apts.
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Item # 6.
31. Indemnification. The Borrower shall indemnify, defend (with counsel reasonably chosen by the Agency, at the Agency's option), and hold the Agency, and its employees, officers, agents, and board members harmless against all claims which arise out of or in connection with the ownership or occupancy of or construction on or in connection with the Development (including, without limitation, rehabilitation) by the Borrower or the Borrower's contractors, subcontractors, agents, employees, or tenants. This section shall survive the termination of this Agreement.
32. Environmental Covenants. The Borrower represents and warrants that after reasonable investigation and inquiry, and except as indicated in the Phase I environmental report submitted to the Agency, as of the closing date it has no knowledge of any hazardous substance or environmental condition on or within two thousand (2,000) feet of the Development which may adversely impact the security of the Loan, or which may render the Development financially infeasible, or which may affect the health and safety of the occupants, the Development, or which may present an undue risk of liability to the Agency. The Borrower agrees to comply with all laws and orders of any federal, state or local governmental agency relating to clean-up or remediation, or other response action required by applicable law or order concerning a release or threatened release of hazardous substances in or on the Development. The term "hazardous substance" as used in this paragraph shall mean as defined at Code of Civil Procedure Section 736(1)(3).
The Borrower shall give any and all environmental notices to tenants and/or workers (both employee and independent contractor) which may be required by state or federal law.
The Borrower hereby agrees to indemnify and hold the Agency harmless for any and all liability arising out of the presence of hazardous substances on the Development during the longer of the term of the Loan or the term of the Regulatory Agreement- Liability may be established by, among other forms of demands, a demand in the form of a judgment, a settlement, or an administrative order; and may include costs, fees, penalties, interest, attorney fees, and other costs related thereto.
Whereas the purpose of this indemnity is to protect the Agency from harm, the rights to recover shall accrue as soon as the liability is incurred or costs are advanced. The term "any and all liability" shall include, but shall not be limited to, liability for: (a) the clean-up of hazardous substances; (b) claims for contribution or apportionment of remedies, and (c) claims for physical or other damages to persons, property. or natural resources. The duty of the Borrower to indemnify and hold the Agency harmless shall include the duty to defend as set forth in California Civil Code Section 2778.
33. IntentionallyDeleted.
34. IntentionallyDeleted.
35. Counterparts. This Agreement may be executed in several counterparts, each of which will be an original and all of which constitute one and the same instrument.
CalHFARA.TEX.NRSGlenbrook Apts.
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Item # 6.
36. 3 Year Tax Credit Period. Ifthis Development was assisted by federal tax credits, and in the event that it is determined that IRS Code Section 42(h)(6)(E) (ii) is applicable to the Agency, and in the event that the Agency were to take over ownership of the Development as a result of a foreclosure, the Agency will comply with the 3 year extended use requirement as specified therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
BORROWER: AGENCY:
OREGON INVESTORS VII LIMITED
PARTNERSIDP, an Oregon limited
partnership
CALIFORNIA HOUSING FINANCE
AGENCY, a public instrumentality and political
subdivision of the State of California
By: Cascade Housing Association, an
Oregon non-profit corporation
Its Partner By:
Name:
Title:.___~
Exhibit A - Legal Description of the Development
Exhibit B - Agency Insurance Requirements
.ACKNOWLEDGMENTS
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Item # 6.
ALL PURPOSE
ACKNO EDGEMENT
STATE OF CALIFORNIA
SS
COUNTY OF SACRAMENTO
On January 11, 2006" before me, J. Murray Beardwood, Notary Public, personally appeared BruceD. Gilbertson, personally known to me to be the person whose name is subscribed in the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executedthe instrument.
WITNESS my hand and official seal.
Regulatory A~reement
Title or Type of Document
Item # 6.
ACKNOWLEDGMENT
STATE OF OREGON
COUNTY OF LANE
)
)
My Commission Expires:
Item # 6.
Legal Description
THE lAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GAASS VAllEY, COUNTY OF NEVADA,STATE OF CAUfORNIA AND IS DESCRIBED AS fOllOWS:
All that portlon of the lands of Amaral as described In the Deeds as filed in Document No. 95-3367-4 and Document No. 2001-43532, Nevada County Records, situate within the Southwest quarter of Sed:Jon 24, Township 16 North, Range a ESf M.D.B.&. M" and more particularly described as folloW5:
COMMENCING at the Southeast corner of the herein described area from which the Southeast comer of said Section 24 bears the following two coerses, North 62° 29' 00" East :UO.97 feet and South 15° 54' 58" East 4004.35 feet; tnence from said point of (OfI"ImenCefnent along the Southerly line South 62° 29' 00" West 315.32 feet to the Southwest comer and being situate on the Easterly line of Sutton Way: said Southwest comer being situate 01"1 a curve tothe leftJ concave to the Southwest, having a radius of 580.00 feet and an initial radial bearing Of Sooth 74° 30' 03" West; thence slong said ClINe through an arc of 18° 41' 42" for a distance of 189.25 feet to the end !:hereof, thence North 34° 11' 40'" west 175.23 feet to the most Westerly comer of the herein described area and being the Southwest comer of the lands of PG&E as described in the Deed filed in Book 410, Offldal Records, at Page 458, thence along the, lines common to said PG&E the following two successive CQW"Ses.North ago 54' 54" East 151.35 feet; thence North 15° 2<110" west 305.00 feet tothe Northwest comer of the herein described area; thence along the Northerly line South 82° 30' 00" East 402.75 feet to the Northeast comer of the herein described area; thence along the Easteri)' line South 05° 15' 00' East 385.12 feet to the point of commencement.
The above desttlOOd area being further dellneated'on the Record of SurveY4 filed in Book 12 of Surveys, at
EXCEPTING THEREFROM as to an I..mdlvlded 1/2 Interest in and tothe minerals below the depth of 75 feet beneath the surface as provided In the Deed recorded October 23/ 1948, In Book 136 of Official Records, at
MacBoyle.
ALSO excePTING THEREfROM as to an undivided 1/2 Interest In and to all on, gas, othel' hydrocarbon and miner.r.ilsi lying below a plane 200 feet beneath the surface as described In the Quitclaim Deed recorded May 21, 1914, el<ea.li:ed to Marian Ghidottl.
AFlN: 35-412-25
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Item # 6.
EXHIBITB
CALIFORNIA HOUSING FINANCE AGENCY
INSURANCE REQUIREMENTS
FOR CALIFORNIA HOUSING FINANCE AGENCY DEVELOPMENTS
Owner shall procure and maintain for the duration of the loan, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the owners operation of the premises to which this contract applies.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1, Property insurance against the perils of fire, "extended coverage", vandalism, and malicious mischief to real property and business income (rents).
2. If not granted a waiver, Property insurance against the perils of earthquake and flood for both real property and business income (rents) (may be purchased through CalHFA). }. Insurance Services Office Commercial General Liability coverage (occurrence Form ce ooou
4, Insurance Services Office Form Number CA 0001 covering Automobile Liability. Code 1 (any auto).
5. Workers Compensation insurance as required by the State of California and Employer's Liability Insurance.
6. Boiler and Machinery coverage against standard "broad form" perils.
Minimum Limits of Insurance
Owner shall maintain limits no less than:
L Property Insurance: Full replacement cost with no coinsurance penalty provision for real property, and at least the annual gross potential rental income for the development for business interruption coverage.
2. General Liability: (Including operations, products and completed operations.) $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
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Item # 6.
3. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
4. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
5. Earthquake and Flood:
(a) Limit as provided through participation in the earthquake and flood DIC policy coverage offered through the Agency, or.
(b) For new proposed projects, application to Multifamily Programs underwriting for a waiver.
(c) For projects not covered by the Agency policy or granted a waiver, total replacement value (building replacement cost plus business interruption value) with no coinsurance penalty provision.
Blanket earthquake insurance policies will be considered on a case by case basis.
6. Boiler & Machinery: $1,000,000.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by CalHFA. At the option of the CaIHFA, either: the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects CalHFA, its officers, officials, employees and volunteers; or the owner shall provide a financial guarantee satisfactory to CalHFA guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Notwithstanding the foregoing, the owner may select deductibles no greater than $10,000 per occurrence on Property and Boiler & Machinery coverages, and no greater than 5% of the values per building per location at the time and place of the loss per occurrence on Earthquake and Flood coverages.
Other Insurance Provisions
With respect to Property and Earthquake and Flood coverage, the Agency's interest shall be protected by a Lenders Loss Payable Endorsement naming the Agency as "Loss Payee." Crime Coverage: The Agency recommends, but does not require owner to carry insurance covering money or other property against burglary, robbery or theft.
Directors and Officers: The Agency recommends but does not require liability insurance for directors and officers of non-profit boards.
The general liability policy is to contain, or be endorsed to contain, the following provisions:
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Item # 6.
1 The owner's insurance coverage shall be primary insurance. Any insurance or selfinsurance maintained by the Agency shall be excess of the owner's insurance and shall not contribute with it.
2. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, reduced or modified except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Agency.
3. The Agency, its officers, officials, and employees are to be covered as additional insureds with respect to liability arising out of ownership, maintenance or use of the premises.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: vn or an S&P rating of AA.
Verification of Coverage
Policies must be acquired at initial occupancy and a certificate of insurance must be submitted to the Agency for approval 45 days prior to permanent loan recordation. Renewal insurance certificates must be submitted 30 days prior to the expiration date of any current certificate.
Impounds
At the time of permanent loan closing, the Agency will establish insurance impounds.
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Item # 6.
Tax Credit Allocation Committee
915 Capitol Mall, Room 485
P.O. Box 942809
Sacramento, CA 94209-0001
Recording requested by and
when recorded mail to:
Ttl Pd $0.00 Nbr ..0000348905
KLB/KB/1-15
InAccordance
Government Code 6103
for Recorder's use
REGULATORY AGREEMENT
Federal Credits
Tax-Exempt Bond Financed Project
This Regulatory
Allocation Committee
"Agreement") is made between the California Tax Credit
established under Section 50199.8 of the Health and Safety a. Unless the context otherwise requires, capitalized terms used in this Agreement shall have the following meanings:
"Agreement" means this Regulatory Agreement between TCAC and the Owner. "Applicable Fraction" means the smaller of the Unit Fraction or the Floor Space Fraction,all calculated in accordance with Section 42(c)(I) of the Code. "Area
Project is
including
'~'V(UI."the median gross income of the 'area in which the ~~~,~...-,for purposes of Section 42 of the Code,
"Assumption Agreement" shall have the meaning assigned in Section 14 hereof.
Item # 6.
Recording requested by and
when recorded mail to:
Tax Credit Allocation Committee
915 Capitol Man, Room 485
P.O. Box 942809
Sacramento, CA 94209-0001
InAccordance
Government Code 6103
Federal Credits
Tax-Exempt Bond Financed Project
is made between the California Tax Credit
Section 1. Defmitions.
a. Unless the context otherwise requires, capitalized terms used in this Agreement shall have the following meanings:
"Agreement" means this Regulatory Agreement between TCAC and the Owner. "Applicable Fraction" means the smaller of the Unit Fraction or the Floor Space Fraction, all calculated in accordance with Section 42(c)(1) of the Code. "Area ,...~'u.~.••
Project is
including
'U"'_~'"the median gross income of the area inwhich the for purposes of Section 42 of the Code,
"Assumption Agreement" shall have the meaning assigned in Section 14 hereof.
Item # 6.
TCAC # CA-2002-8S4
"Code" means those provisions of the Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.
"Compliance Period" means the period of 30 consecutive taxable years beginning with the first taxable year of the Credit Period, or such longer period as is prescribed at Appendix A. "Credit Period" means, with respect to the State Tax Credit, the period of four taxable years beginning with the taxable year the Project is placed in service or (at the election of the Owner) the succeeding taxable year, and with respect to the Federal Tax Credit, the period often taxable years beginning with the taxable year the Project is placed in service or (at the election of the Owner) the succeeding taxable year, as further provided pursuant to Section 2b hereof. "Effective Date" means the date first set forth herein above. "Federal Tax Credit" means the low-income housing tax credit under Section 42 of the Code. "Floor Space Fraction" means the fraction, the numerator of which is the total floor space of the Low-Income Units in a building and the denominator of which is the total floor space of the Units in such building.
"Gross Rent" means aUamounts paid by a Tenant for rent, determined in a manner consistent with Section 42(g)(2) of the Code. If the Tenant pays utilities directly, Gross Rent shall include any utility allowance prescribed by the Secretary.
"Income" means the income of a Tenant determined in a manner consistent with the requirements of Section 142(d)(2)(B) of'tbe Code,
"Low-Income" means, with respect to any Tenant, an income level not exceeding 50% or 60% of Area Median Gross Income, as provided in Section 4b hereof, or such alternative income level as may be set forth in Appendix A.
"Low-Income Tenant" means a Tenant who, when the Tenant originally occupied the Unit, as Income. For so long as the Tenant occupies the particular the Tenant will remain a Low-Income Tenant if the
income certification, does not exceed 140% of LowIncome. "Low-Income Unit" means a Unit in the Project that is occupied by a Low-Income Tenant, is Rent-Restricted and meets the other requirements of Section 42 of the Code, in particular, Section 42(i)(3).
"Minimum Amount" means the number of Units in the Project required to be Low-Income Units, which Minimum Amount for this Project is 20% or 40% of the Units, as provided in Section 4b hereof. Notwithstanding the Minimum Amount, the Applicable Fraction for this project shall be no less than that set forth at Section 4c hereof. "Owner" means Oregon Investors VIII Limited Partnership, an Oregon Limited Partnership, or successors.
Item # 6.
TCAC # CA-2002-854
"Project" means the residential rental housing project known as Cedar Park Apartments, TCAC# CA-2002-854, and located on the real property described in Exhibit A. "Qualified Low-Income Housing Project" means a residential rental project meeting the requirements of Section 4 hereof.
"Rent-Restricted" means, with respect to any Unit, that the Gross Rent with respect to such Unit is not more than 30% of the imputed income limitation applicable to such Unit pursuant to Section 42(g)(2)(C) of the Code, as modified by Appendix A, if applicable. "Secretary"means the Secretary of the Treasury of the United States. "Service" means the United States Internal Revenue Service and any successor thereto. "State Tax Credit" means the low-income housing tax credit under the provisions of Sections 12206 17058and 23610.5 of the Revenue and Taxation Code. "Tax Credit" means the low-income housing tax credit under Section 42 of the Code. means
"TCAC '-,....,HUH .....'"''''
adopted or
Section
the "'..", ri,,...
Procedures" means those procedures and requirements
'is pursuant to
the Project with
"Tenant" means the individual or individuals entitled to occupy a Unit in the Project by lease or other legal relationship with the Owner.
the Project vv >U.JLj:;,
living, sleeping, ""...., "~"''''''.o,.''',,
'''''''''''"',,"010'''''''''' J units used on
"Unit Fraction" means the fraction, the numerator of which is the number of Low-Income Units in a building and the denominator of which is the number of Units in such building. b. Any term or phrase which is used in this Agreement and not defined herein shall have the meaning, if any, assigned thereto in Section 42 of the Code. Any term or phrase which is defined herein shall, unless the context shall clearly indicate otherwise, be interpreted in a manner consistent with the provisions and requirements of Section 42 of the Code.
Section 2. Term.
a. This Agreement shall commence as of the Effective Date and shan terminate on the last day of the Compliance Period (the "Term"), unless earlier terminated pursuant to Section 2c hereof.
Item # 6.
TCAC # CA-2002-8S4
b. The Credit Period commences with respect to eachbuilding in the Project (i) the taxable year in which the building is placed in service or (ii) the succeedingtaxable year, at the irrevocable election of the Owner pursuant to Section 42(f) (l)(B) of the Code. In the case of the Project, the Credit Period begins in the calendar year 20J2.1_or set forth at Appendix A with respect to individual buildings.
c. Notwithstanding subsection a. of this Section 2, this Agreement shall terminate with respect to any building in the Project on the date such building is acquiredby foreclosure or instrument in lieu of foreclosure unless the Secretary determines that such acquisition is part of an arrangement a purpose of which is to terminate such period; provided, however, that, except for eviction for good cause, the Tenant of any Low-Income Unit shall be entitled to occupy such Unit inaccordance with the provisions of this Agreement for a period of three years following such termination..
Section 3. Filing. This Agreement, and aUamendments hereto, shall be recorded as a restrictive covenant in the official records of the County of Nevada in which the Project is located. The Owner shall pay an fees and charges incurred in connectionwith such recording.
The Owner intends, declares and covenants, on behalf of itself and all future owners and ()PElr~tQrsQftllegroject d.uri.rlgtll(;'}Iel111QftlJis AgreelIlent,thatth1s AgreeIl1en.t.~n.d.the covenants and restrictions set forth in this Agreement regulating and restricting the use, occupancy and transfer of the Project (i) shall be and are covenantsrunning with the Project land, encumbering the land for the Term of this Agreement and the Owner's successors in
the Owner (and
the Project) and
Owner hereby agrees any and all of the laws of the State of California to be satisfied inorder for the provisions Agreement to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in or privileges of estate are intended to be i:>,:U.li:>UI;_,U. has been created to insure that these restrictions
Agreement, each and every contract, deed or
Proj ect or portion thereof shall expressly that conveyance .
Agreement; provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Project or portion thereof provides that such conveyance is subject to this Agreement.
Section 4. Qualified Low-Income Housing Project.
a. The Owner shall maintain the Project as a Qualified Low-Income Housing Project within the meaning of Section 42 of the Code at all times, commencing with the last day of the first year of the Credit Period and continuing throughout the Term of this Agreement. To this end, and without limitation, the Owner shall --
(i) operate the Project such that at least the Minimum Amount of the Units in the Project are Low-Income Units, and
(ii) assure that Units in the Project are (A) available for use by the general public, (B) suitable for occupancy and (C) used on other than a transient basis.
Item # 6.
PageS
TCAC # CA-2002-854
b. For purposes of this Agreement and Section 42 of the Code, the Owner has elected to comply with [ ] the "20-50 test" pursuant to which "Low-Income" is defined as 50% of Area Median Gross Income and the Minimum Amount is 20% of the Units in the Project or [X] the "40-60 test" pursuant to which "Low-Income" is defined as 60% of Area Median Gross Income and the Minimum Amount is 40% of the Units in the Project. c. The amount of Tax Credit allocated to the Proj ect is based on the requirement that the Applicable Fraction for buildings in the Project will be at least 100% or as specified, buildingby-building, at Appendix A. The Owner's failure to ensure that each building in the Project complies with such requirement will cause TCAC to report such fact to the Service which may result in the reduction and recapture by the Service of Tax Credit, and (ii] to take other appropriate enforcement action, including, but not limited to, the remedies provided herein. d. The Owner may not refuse to lease a Unit inthe Project to a prospective Tenant who holds a voucher or certificate of eligibility for assistance pursuant to Section 8 of the United States Housing Act of 1937, as amended, because of the status of such prospective Tenant as the holder of such voucher or certificate.
and the Owner are subjectto the additional and/or modified requirements, Section 5. Annual Determinations; Low-Income Units. Upon initial occupancy and, unless otherwise allowed under Section 42 of the Code and specifically authorized by TCAC, at least annually thereafter, the Owner shall determine and certify the Income of each Low-Income Tenant. If, upon any such annual certification, the Tenant of a Low-Income Unit who was, at the last income certification, a Low-Income Tenant, is found no longer to be a Low-Income Tenant, such Unit win continue to be treated as a Low-Income Unit until the next available Unit of comparable or smaller size in the building (i) is rented to a person who is not a Low-Income Tenant or (ii) is rented without being Rent-Restricted. A Low-Income Unit that has been vacated will continue to be treated as a Low-Income Unit provided that (I) reasonable attempts are made to rent the Unit and (IT) no other Units of comparable or smaller size in the building are rented to persons who are not Low-Income Tenants or are rented without being Rent-Restricted. In no case will a Unit be treated as a Low-Income Unit if all the Tenants of the Unit are students (as determined under Section 151(c)(4) of the Code), no one of whom is entitled to file ajoint income tax return; provided, however, that such rule shall not apply to the types of students identified at Section 42(i)(3)(D) of the Code, or any successor to such provision, as applicable to the Proj ect.
Section 6. Compliance Monitoring. The Owner acknowledges that TCAC is required, pursuant to Section 42(m)(1)(B)(iii) of the Code, (i) to monitor the Owner's and the Project's compliance with the requirements of Section 42 of the Code and (ii) to the Service of noncompliance which is found. The
document such compliance, preserving such
TCAC, (II) to take all actions required by
Procedures to assist or with TCAC in
Item # 6.
TCAC # CA-2002-854
year of the Credit Period, the Owner shall certify individually with respect to each month of such year the number of Low-Income Units in the Project and the percentage of'floor space devoted to such Units on the last day of the month. The Owner is responsible for full adherence to the TCAG Compliance Monitoring Procedures without regard to whether particular requirements of those procedures are enumerated in this Agreement. The Owner agrees TCAC may, at any time during the construction, rehabilitation, or operation of the Project, enter and inspect the Project to evaluate its physical and financial condition, construction, rehabilitation, operation, management and maintenance.
Section 7. Notification of Noncompliance. The Owner agrees to notify TCAC or its designee if there is a determination by the Service that the Project is not a "qualified low-income housing project" within the meaning of Section 42(g) of the Code. Notification to TCAC will be made within ten business days of receipt of any such determination.
Section 8. Security for Performance. The Owner hereby assigns its interest in the rents from the Project to TCAC as security for the performance of the Owner's obligations under this Agreement. However, until and unless the Owner defaults in its obligations under this Agreement, the Owner is entitled to collect, retain and apply such rents.
Section 9.. Remedies. In..the.event theOwner defaults.in its .obligations under this Agreement and such default is not cured within a reasonable time period, the remedies of TCAC, the Tenants and any former or prospective Low-Income Tenants shall include, but are not limited to, the following:
a. collecting all rents with respect to the Project and applying them (i) to meet the ongoing costs of operating the Project, (ii) to pay debt service, (iii) to reimburse any Low-Income Tenants who may have been charged a Gross Rent above the applicable Rent-Restricted level or (iv) to assure the long-term, Low-Income use of the Project consistent with the requirements of Section 42 of the Code and this Agreement;
b. taking possession of the Project and operating the Project in accordance with the requirements of this Agreement, including the collection and application of rents in accordance with subsection a of this Section 9, until the Owner demonstrates that it will operate the Project in accordance.with this Agreement;
c. applying to any court for specific performance of any of the obligations herein set forth; d. securing the appointment of a receiver to operate the Project in a manner consistent with this Agreement, including subsections a and b of this Section 9; e. suit against the Owner for damages or for the disgorgement of rents collected in excess of those which would have been received had the Owner complied with the requirements of this Agreement; and
f. requiring the replacement of the manager of the Project with a property manager approved by TCAC, in the event the Owner fails to maintain the Project in sound and habitable condition, such that each Low-Income Unit is suitable for occupancy in accordance with the requirements of Section 42 (I) (3) (B) (I) of the Code and Section 4a of this Agreement;
Item # 6.
TCAC # CA-2002-854
g.. requiring the payment of an increased compliance monitoring fee by the owner for such period as TCAC determines appropriate; and
h.: such other relief as may be appropriate.
Section 10. Enforceability. This Agreement may be enforced by TCAC or its designee,' including any agency of State or local government identified at Appendix A hereto or otherwise in a written notice provided by TCAC to Owner. In addition, the Agreement shall be deemed a contract enforceable by, and shall inure to the benefit of, one or more Tenants or persons meeting the Low-Income restriction, whether past, present, or prospective Tenants, as third-party beneficiaries hereof. TCAC, its designee and/or any Tenant or other third-party beneficiary shall be entitled to reasonable attorneys' fees and other legal costs in any judicial or administrative action in which such party shall prevail.
to any such ipr,rlpr'
Project by foreclosure or in of foreclosure, the requirement of 2c hereof, with respect to the continuation of occupancy and rent restrictions for three years following certain terminations of this Agreement, shall remain in effect.
Section 12. Successors Bound. This Agreement and the covenants and conditions contained herein shall run with the land and shall bind, and the benefits shall inure to, respectively, the Owner and its successors and assigns and all subsequent owners of the Project or any interest therein, and TCAC and its successors and assigns, for the Term of this Agreement, without regard to whether any such parties shall have executed an Assumption Agreement with respect hereto. Upon termination of this Agreement, the covenants and conditions contained herein shall expire, except that the requirement of Section 2c hereof, with respect to the continuation of occupancy and rent restrictions for three years following certain terminations of this Agreement, shall remain in effect.
Section 13. Amendments; Waivers. Except as otherwise provided in this Agreement, this Agreement may not be amended, changed, modified, altered or terminated except by written instrument executed and acknowledged by each of the parties hereto or their successors and duly recorded in the official records of the county in which this Agreement is recorded. Any waiver of any provision of this Agreement shall not be deemed to be an amendment hereof. Upon request by TCAC, the Owner agrees that it will take all actions necessary to effect any amendment of this Agreement which may be necessary in TCACUssole discretion to comply with the Code, and any and all applicable rules, regulations, policies, procedures, rulings or other official statements pertaining to the Tax Credits.
Section 14. Assignment by Owner. The Owner may not sell or otherwise dispose of any portion of any building in the Project unless it disposes of the entire building to the same person.
Upon sale or transfer of the Project, the Owner shall be relieved of all obligations under the Agreement and the transferee shall succeed to and be bound by all of the Owner's rights and obligations hereunder, without regard to whether the transferee has executed an Assumption
Item # 6.
TCAC # CA-2002-8S4
Section 15. Notices. All notices, certificates or other communications shall be sufficiently given be d.eemed received on the second day following the date on which the same have been postage prepaid, or sent by other method which produces evidence of asfollows:
To the TCAC:
California Tax Credit Allocation Committee
915 Capitol Mall, Room 485
P.O. Box 942809
Sacramento, CA 94209-0001
To the Owner:
Oregon Investors VIII Limited Partnership, an Oregon Limited Partnership 87460 Cedar Flat Road
Springfield, OR 97478
TCAC and the Owner may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.
The Owner agrees that should any ""Ll"UU"',
or instituted by any person against TCAC
Agreement, the Owner will cooperate
thereof.
proceedings be made
relating to this
disposition
Item # 6.
TCAC # CA-2002-854
Section 17. Severability. The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portions thereof.
Section 18. Governing Law. This Agreement shall be governed by the laws of the State of California, excluding conflicts provisions, and, where applicable, the laws of the United States of America.
Section 19. Survival of Obligations. The obligations of the Owner as set forth herein and in the application shall survive the allocation of the Tax Credit and shall not be deemed to terminate or merge with the awarding of the allocation.
Section 20. Interpretation. TCAC's interpretation of this Agreement shall be controlling for purposes of determining whether (i) the Compliance Period shall have commenced, (ii) this .
Agreement shall have been terminated in accordance with Section 2 hereof, and (iii) the Additional Use Restrictions elected at Appendix A hereto, if any, shall have been complied with.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized representatives, as of the day and year first written above.
OREGON INVESTORS VIII LIMITED PARTNERSHIP, AN OREGON LIMITED
PARTNERSHIP
(Owner)
Kelly R. Williams, Secretary-Treasurer,
Cascade Housing Association. General Partner
(Please type or print name)
The undersigned, owners of the property described on Exhibit A hereto, hereby consent to recordation of this Regulatory Agreement against such property, and agree that such property shall be bound by the provisions thereof.
OREGON INVESTORS VIII LIMITED PARTNERSHIP, AN OREGON LIMITED PARTNERSHIP',t""',
s. Secretary-Treasurer,
'Cascade Housing Association, General Partner
Item # 6.
CALIFOR~IAALL ..PURPOSE NOTARY ACKNOWLEDGMENT
State of California
County of Sacramento
On this 13th day of December, 2004, before me,
[8J personally ~nown to me to be the person whose name is subscribed to the within Instrument and acknowledged to me that she executed the same in her authorized capacity, andthat by her signature on the instrument the person, or the ientity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
'"* ...OPTIONAL SECTION'" '"...
CAPACITY CLAIMED BY SIGNER
Through statute does not require the Notary to fill
In the data below, doing so may prove invaluable
to persons relying on the document
D INDIVIDUAL
D CORPORATE OFFICER(Sj
DPARTNER(S) DLIMITED
DGENERAL
D ATTORNEY-iN-FACT
D TRUSTEE(S)
DGUARDIAN/CONSERVATOR
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(~)
....* ...'"* * * * '* * * ..* ** ............... '* '"* '"'"'"OPTIONAL SECTION** '"* '"'"'"'".,.'I< 'I< '" 'I< ... '" '" * '"'"'"* '".....'"..
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
SIGNER(S) OTHER
Though the data requested here Is not required by law, it could preventfraudulentreattachment of this form,
Item # 6.
ACKNOWLEDGMENT
STATE OF OREGON
COUNTY OF LANE
)
)
Given under my hand and official seal this .... 6 t~ day of December 2004.
My Commission Expires:
12, 2007
[SEAL]
Item # 6.
to Regulatory Agreement
Description of th~real property
on which the Project is located
210 SuttonWay
Grass VaHey.CA 95945
land herein referred to is situated in the County of Nevada, State of California, and is ,.:t""",,.,...,"hM as shown on Parcel Map 01-01, Cedar'Park, fi1ed,May 1~,'2001, in BOOk19 of Parcel Maps,at-Page
Item # 6.
EXHIBIT "A" (continued)
Parc~1Three:
I
i .
An ~dusive right of way for purposesof co
recor~ed in Book 1 of Parcel Maps at
terminated atthe end of construction.
24, T~wnship 16 North, Range 8 East, M.D.M, a
follows:
Four:
norl-e:x:ClwiNe right of way for purposes of ingress and egress over a portion of Parcel 2, Book 19 of Parcel P~ge 60, Nevada CoIJ~ty,located InSouthwest quarter of Southwest quarter of Section 24, Township Range 8 East, M.D.M" said right of way being more particularly described as follows:
APN~35-412-04
Item # 6.
Appendix A
Income Target
[gl Throughout the Compliance Period, unless otherwise permitted by TCAC, Units must be occupied by Tenants such that the income of Tenants residing in 16 of the Units is at or below 50% of Area Median Gross Income and in 64 of the Units is at or below 60% of Area Median Gross Income, such Units shall be Rent-Restricted in accordance with such income level. [8J Service Amenities
Throughout the Compliance Period, unless otherwise permitted by TCAC and CDLAC. the Project Sponsor has agreed to provide the following service amenities for a minimum of 10 years:
(II After school programs
iii Educational classes
Longer Compliance Period
Compliance Period be a
year of the Credit Period.
Designation of First Year of Credit Period by Building
Building Id. CA-2002-8S4-01 First Year of Credit Period 200!! Building Id. CA-2002-8S4-02 First Year of Credit Period 200!±.
Building Id. CA-2002-854-03 First Year of Credit Period 200~ Building Id. CA-2002-854-04 First Year of Credit Period 200~ Building Id. CA-2002-854-05 First Year of Credit Period 200~ Building Id. CA-2002L854-06 First Year of Credit Period 200~ Building Id. CA-2002-8S4-07 First Year of Credit Period 200~ Building Id. CA-2002-854-08 First Year of Credit Period 200~ Building Id. CA-2002-8S4-09 First Year of Credit Period 200~ Building Id. CA-2002-854-10 First Year of Credit Period 200~ Building CA-2002-854-11 First Year of Credit Period 2004 Building First Year of Credit Period 200i__
Building CA-2002-854-13 First Year of Credit Period 2004 Building CA-2002-854-14 First Year of Credit Period 2004 Page 204 Item # 6.
Minimum Applicable Fraction by Building
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Building Id. _
Building Id. __ ~ _
Building Id. _
Building Id. _
Building Id. _
Building Id. _
Building Id. _
Building Id. _
Building Id. _
Building Id. _
Agency Designated to Enforce
Item # 6.
and
when recorded mail to:
Tax Credit Allocation Committee
915 Room 485
P.O. Box 942809
'Um;<AHU, CA 94209-0001
$0.00: :
ENM/EM/1-14
14
Item # 6.
#
30 consecutive ....."u'nl""'
longer
42 IS
means
Revised 03/23/05 Page 207
Item # 6.
"Project" means residential
TCAC# CA-2003-801,
project meeting
means, with respect to
Unit is not more 30% of
secnon 42(g)(2)(C) of
"Secretary" means States.
Revenue Service successor thereto .
...•u.v...r s: .. v housing tax under
Taxation Code.
of Sections
"Tax tax under Section 42 of Code.
"TCAC" means
or
entitled to occupy a lease
"Unit
Units a
a.
day
hereof.
This Agreement commence as
,"-,V.'UUHU'.""'''' Period
Revised 03/23/05 Page 208
Item # 6.
The ,-,,',,",n'
taxable year is placed
irrevocable election of the Owner
Project, the ~A~'~H
with respect to individual
the
.~n~~"~ year, at the
Code. In the case of
__ or as set forth at Appendix A
be effective
I'Ip1""<l11"".,.executed conveying
Agreement.
4. Qualified Low-Income Housing Proiect.
are
suitable for
use by the general (B)
Revised 03/23/05 Page 209
Item # 6.
TCAC # CA-2003-801
b. During the
or refuse to renew the lease or
good cause.
Agreement, the
"F>''''''''U''"''''' of
not evict, tenancy,
Low-Income Unit
For purposes Agreement and 42 of the Code, the Owner has elected to ] the "20-50 test" pursuant to "Low-Income"is defined as 50% of Area AH,,","VH"'"and the Minimum is 20% Units the or [X] the to which "Low-Income"is as 60% Area Median Income
IVUUUJlIUluAmountis 40% of the in the Project.
d. The amount Tax to the Project is on requirement
Applicable buildings in the Project will be at least 1 or as specified, buildingby-building, at Appendix A. The Owner's failure to ensure that each building the complies with such requirement cause TCAC to report such fact to Service result reduction recapture by of Tax Credit, (ii) to take IJHJ'I..IL ...... .., enforcement action, including, but not to, remedies provided herein.
The Owner may not refuse to to a prospective Tenant who "/"\1,,,1"1,,,,.. or eligibility assistance to Section 8 United .lU"l>:)H;l~ Act of 1937, as amended, because status of such prospective as the voucher or certificate.
f.
any, set
hereof.
The Project Owner are subject to and/or UUj'u.u,..,u requirements, at Appendix A, requirements are incorporated herein and a part Section 5. ===:::::
otherwise
annually
Tenant. If,
last income a
Unit will continue to
comparable or size in the
or (ii) is rented without being
will continue to be treated as a Low-Income provided that are to rent the Unit and (II) no other of comparable or smaller the building are rented to are not Low-Income Tenants or are being Rent-Restricted. In no a Unit treated as a Low-Income all the Tenants of the Unit are students (as Section 151(c)(4) of Code), no one is entitled to file a joint income tax return; provided, however, such rule not apply to types of students identified at Section 42(i)(3)(D) of the Code, or any successor to such provision, as to Project.
Section Compliance Monitoring. The Owner acknowledges TCAC is required, to Section 42(m)(1)(B)(iii) of the (i) to the Owner's Project's ,",VAUUJlHU."'''' with the requirements of Section 42 of the Code to Service of any noncompliance which is found. The agrees to records substantiate and document such preserving such the required by the Service and TCAC, to take actions required by TCAC to TCAC Compliance Monitoring Procedures to assist or cooperate with TCAC monitoring such compliance and to the Revised 03/23/05 Page 210
Item # 6.
6 TCAC#
fee prescribed by TCAC
rocedures require, among
as are prescribed by TCAC)
percentage of floor
continues to be a
year
Section 7. Notification of Noncompliance. The
designee is a determination by the Service Project is not a housing project" the of 42(g) of the Code. ",~,~".r,~
within ten business days such determination.
Section 8. Security for Performance.
the to TCAC as security for the nertormance
Agreement. However, and unless Owner
Agreement, Owner is entitled to collect,
Section 9.. ~~~~ In the event
Agreement is not
the Tenants any former or __~.n~,'~'"
following:
taking possession the
~u,'''''u•..,of Agreement,
this
Agreement;
c.
securing a receiver to operate the
Agreement, H."'..........;::.subsections a b of this Section a manner consistent with
e. against the
which would
Agreement; and
damages or for
received had Owner vV.UI-"''''U
excess of
nrements of this
Revised 03/23/05 Page 211
Item # 6.
7 TCAC # CA-2003-801
owner for such
such other as
10. Enforceability. This Agreement
including agency of State or government ......""......"'... in a written notice provided TCAC to Owner. In
contract enforceable to
beneficiaries hereof.
to
requirement
rent restrictions
effect.
Revised 03/23/05 Page 212
Item # 6.
TCAC # CA-2003-801
sufficiently
the same have
evidence
To
To the Owner:
Oregon Investors VII
87460 Flat Road
Springfield, 97478
different
sent.
designate any further or
communications shall
Revised 03/23/05 Page 213
Item # 6.
TCAC # CA-2003-801
The Owner agrees that should any claims, demands, suits or other legal proceedings be made or instituted by any person against TCAC which arise out of any of the matters relating to this Agreement, the Owner will cooperate fully with TCAC in the defense or other disposition thereof.
Section 17. Severability. The invalidity of any clause, part or provision of this Agreement shall not affect the validity of the remaining portions thereof.
Section 18. Governing Law. This Agreement shall be governed by the laws of the State of California, excluding conflicts provisions, and, where applicable, the laws of the United States of America.
Section 19. Survival of Obligations. The obligations of the Owner as set forth herein and in the application shall survive the allocation of the Tax Credit and shall not be deemed to terminate or merge with the awarding of the allocation.
Section 20. Interpretation. TCAC's interpretation of this Agreement shall be controlling for purposes of determining whether (i) the Compliance Period shall have commenced, (ii) this Agreement shall have been terminated in accordance with Section 2 hereof, and (iii) the Additional Use Restrictions elected at Appendix A hereto, if any, shall have been complied with.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized representatives, as of the day and year first written above.
CALIFORNIA TAX C
BY_~£-L<'-----"---==o.....L...""£'_ _
OREGON INVESTORS VII LIMITED PARTNERSHIP
By ~AJ_ ..
~ lOwner)
Kelly R. ~illiams, Secretary-Treasurer,
C_as"cadeHousing Association, .General Partner
(Please type or print name)
The undersigned, owners of the property described on Exhibit A hereto, hereby consent to recordation of this Regulatory Agreement against such property, and agree that such property shall be bound by the provisions thereof.
OREGON INVESTORS VII LIMITED PARTNERSHIP
By K~ecretarY-Treasurer.
Cascade Housing Association, General Partner
Revised03/23/05 Page 214
Item # 6.
CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT
State of California
County of Sacramento
On this 13th day of December, 2005, before me,
personally appeared
[g1 personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
" .." OPTIONAL SECTION" " ..
CAPACITY CLAIMED BY SIGNER
Through statute does not require the Notary to fill
in the data below, doing so may prove invaluable
to persons relying on the document .
D iNDIVIDUAL
D CORPORATE OFFICERfSj
D PARTNER(S) D LIMITED
D GENERAL
D ATTORNEY-iN-FACT
D TRUSTEE(S)
D GUARDIAN/CONSERVATOR
~ OTHER: .~--------------~
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(.J.eS)
Credit Allocation
.. " " " " .......... " " " " " .. " .. " " " '* '#I " " " OPTIONAL SECTION" " " " " " ..'#I " .. " " " " " " .. " " " " " " '" " " THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
SIGNER(S) OTHER
Regulatory Agreement CA-2003-801
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.
Item # 6.
ACKNOWLEDGMENT
STATE OF OREGON )
COUNTY OF LANE )
On this 5th day of December
before me, Cindy L. Halford
Kelly R. Williams
in the year 2005 ,
, personally appeared
___________ - __ -----_-------"'- personally known to me (or proved to me on the basis of satisfactory evidence) tube the persorus) whose namets) is/are subscribed to the within instrument and acknowledged to me that he/shefhey executed the same in his/her/their authorized eapaeityties), and that by his/her/their signaturets) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.
Given under my hand and official seal this 5th day of December, 2005. [SEAL] ~iC i.l~~
My Commission Expires:
September 12, 2007 OFF I
ICIAL SEAL
CINDVUIALFORD
NOTARY PUffiUG "OREGON
COMMISSION NO. 370677
MY COMMISSiON EXPIRES SEP112" 2007
Item # 6.
EXHIBIT A
to Regulatory Agreement
Description of the real property
on which the Project is located
CA-2003-801
Location:
265 Sutton Way
Grass Valley, CA 95945
Legal Description:
THELANDREFERREDTO HEREINBELOWIS SITUATEDIN THECITYOFGRASSVALLEY,COUNlYOFNEVADA, STATEOFCALIFORNIAANDIS DESCRIBEDAS FOLLOWS:
All that portion of the lands of Amaral as described in the Deedsas filed in Document No. 95-33674 and Document No. 2001-43532, NevadaCounty Records,situate within the Southwest quarter of Section 24, Township 16 North, Range8 East,M.D.B.&M., and more particularlydescribedas follows:
COMMENCINGat the Southeastcomer of the herein describedareafrom whichthe Southeastcomer of said Section 24 bears the following two courses,North 620 29' 00" East310.97 feet and South 750 54' 58" East 4004.35 feet; thence from said point of commencementalong the Southerly line South 620 29' 00" West 375.32 feet to the Southwest comer and being situate on the Easterlyline of Sutton Way; said Southwest comer being situate on a curve to the left, concaveto the Southwest,havinga radius of 580.00 feet and an initial radial bearing of South 74030' 03" West; thence along said curve through an arc of 180 41' 42" for a distanceof 189.25 feet to the end thereof, thence North 340 11' 40" West 175.23 feet to the most Westerly corner of the herein describedareaand beingthe Southwestcomer of the landsof PG&Eas describedin the Deed filed in Book 470, Official Records,at Page 458, thence along the lines common to said PG&Ethe following two successivecourses,North 890 54' 54" East 157.35 feet; thence North 15029' 10" West 305.00 feet to the Northwest corner of the hereindescribedarea; thence alongthe Northerly line South 820 30' 00" East402.75 feet to the Northeastcornerof the hereindescribedarea; thence alongthe EasterlylineSouth050 15' 00' East 385.72 feet to the point of commencement.
The above described area being further delineated on the Recordof Survey,filed in Book 12 of Surveys,at Page475, NevadaCounty Records.
EXCEPTINGTHEREFROMas to an undivided 1/2 interest in and to the minerals below the depth of 75 feet beneath the surface as providedin the Deed recorded October 23, 1948, in Book 136of Official Records,at
MacBoyle.
ALSOEXCEPTINGTI-lEREFROMas to an undivided 1/2 interest in and to all oil, gas, other hydrocarbon and minerals,lying below a plane 200 feet beneaththe surfaceasdescribedin the Quitclaim Deed recorded May 21, 1974, executed to MarianGhidotti.
APN:35-412-25
Project Size Description:
1Buildings
il Low-Income Units; 1Manager's Unit
Q SRO; Q I-Bedroom; 24 2-Bedroom;
28 3-Bedroom; Q 4-Bedroom;
Q 5-Bedroom
Item # 6.
Appendix A
Longer
a
Designation First
Year
Revised 03/23/05 Page 218
Item # 6.
H ....,UU.UU,UI Applicable Fraction by Building
HAA".... "...... Applicable Fraction __ %
Building Id. ~ ~_
Building Id. ~~ ~_
Building
Building
Building
Building
Building Id..~~~~~~_
Agency Designated to Enforce
At any the Compliance
may designate an agency local <""',r"'-r-r-snn
U""'HJ:<..iHU'~" the
-_%
%
%
%
%
%
%
%
Tax Credit
terms of this Agreement. The
govemment such
Revised 03/23/05 Page 219
Item # 6.
Recording requested by and
when recorded mail to:
1111111111111111111111111111111111111111111111111
Nevada I County Recorder
Jewett ..Burdick
DOC....1999 ....9941895-00
Monday, DEC 06, 1999 10:18:44
lIIoe $0.00
itl Pd $0.00 Nbr-0000012958
CNO/CO/l-iS
Tax Credit Allocation Committee
915 Capitol Mall, Room 485
P.O. Box 942809
Sacramento, CA 94209-0001
In Accordance
Government Code 6103
for Recorder's use
Federal Credits
of this Agreement, ,'''''...
"Project"). This Agreement is intended to constitute
commitment required by Section 42(h)(6) of the Internal Revenue Code. in consideration of the allocation relating to the Tax Credit by TCAC and the requirements of the Internal Revenue Code, the Owner and TCAC hereby agree as follows:
Section 1.
a. Unless the context otherwise requires, capitalized terms used in this Agreement shan have the following meanings:
"Agreement" means this Regulatory Agreement between TCAC and the Owner. "Applicable Fraction" means the smaller of the Unit Fraction or the Floor Space Fraction, all calculated in accordance with Section 42(c)(1) of the Code. "Area
Project is
including
Income" means the median gross income of the area in which the "'''''~'''..-. by the Secretary for purposes of Section 42 of the Code, family size.
IIAssumption Agreement" shall have the meaning assigned in Section 15 hereof. "Code" means those provisions of the Internal Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.
Item # 6.
TCAC # CA-96-004
"Compliance Period" means the period of 30 consecutive taxable years beginning with the first taxable year of the Credit Period, or such longer period as is prescribed at Appendix A. "Credit Period" means, with respect to Tax Credit, the period of four taxable years beginning with the taxable year the Project is placed in service or (at the election of the Owner) the succeeding taxable year, and with respect to the Federal Tax Credit, the period often taxable years beginning with the taxable year the Project is placed in service or (at the election Owner) the succeeding taxable year, as further provided to Section 2b hereof. "Effective Date" means the date first set forth herein
"Federal Tax Credit" means the low-income housing tax credit under Section 42 ofthe Code.
Space Fraction" means fraction, the numerator which is the total floor space of the Low-Income Units in a building and the denominator of which is the floor space of the Units such
"Gross Rent" means all amounts by a Tenant for rent, determined in a manner consistent with Section 42(g)(2) of the the Tenant utilities directly, Gross Rent shall include any utility allowance prescribed by the Secretary.
"Income" means the of a Tenant determined in a manner consistent with requirements of Section 142(d)(2)(B) of the Code.
"Low-Income" means, with respect to any Tenant, an income level not exceeding 50% or 60% of Area Median Gross Income, as provided Section 4b hereof, or such alternative income level as may be set in Appendix A.
"Low-Income Tenant" means a Tenant who, when the originally occupied the Unit, an Income qualifying as Low- Income. For so long as the Tenant occupies the particular Unit [or another unit in the same building], the Tenant will remain a Low-Income Tenant if the Tenant's Income, upon the most recent income certification, does not exceed 140% of LowIncome. "Low-Income Unit" means a Unit in the Project that is occupied by a Low-Income Tenant, is Rent-Restricted and meets the requirements of Section 42 of the Code, in Section 42(i)(3).
"Minimum Amount" means the of Units in the Project required to be Low-Income Units, which Minimum Amount for this Project is 20% or 40% of the Units, as provided in Section 4b hereof. Notwithstanding the Minimum Amount, the Applicable Fraction for this ....."''''''~ shall be no less than set forth at 4c hereof. means Oregon Investors V Limited Partnership, an Oregon Limited Partnership or successors.
"Project" means the residential rental housing project known as Oak Ridge Apartments, TCAC# CA-96-004, and located on the property described Exhibit A.
Revised 811/97
Item # 6.
TCAC # CA-96-004
"Qualified Low-Income Housing Project" means a residential rental project meeting the requirements of Section 4 hereof.
"Rent-Restricted" means, with respect to any Unit, that the Gross Rent with respect to such Unit is not more than 30% of the imputed income limitation applicable to such Unit pursuant to Section 42(g)(2)(C) of the Code, as modified by Appendix A, if applicable. "Secretary" means the Secretary of the Treasury of the United States. "Service" means the United States Internal Revenue Service any successor thereto. "Tax Credit" means the low-income housing tax credit under Section 42 of the Code. "TCAC" means the Tax Credit Allocation Committee and its successor. "TCAC Compliance Monitoring Procedures" means those ..... ,.,"'",rl"..sao and requirements adopted or imposed by TCAC for the purpose responsibilities to Section 42(m)(1)(B)(iii) of the Code to the Owner and Project with the provisions of Section 42 of the Code of instances of noncompliance. "Tenant" means the individual or individuals entitled to occupy a Unit the Project by lease or other legal relationship with the Owner.
"Unit" means any residential rental unit the Project consisting of an accommodation containing separate and complete facilities for living, sleeping, eating, cooking, sanitation; provided, however, single room occupancy units used on a nontransient basis may be treated as Units.
"Unit Fraction" means the fraction, the numerator of which is the of Low-Income Units in a building and the denominator of which is the number Units in such building. b. Any term or phrase which is used in this Agreement and not defined herein have meaning, if any, assigned thereto Section 42 ofthe Code. Any term or phrase which is defined herein shall, unless the context shall clearly indicate otherwise, be interpreted in a manner consistent with the provisions and requirements of Section 42 of the Code. a. This Agreement shall commence as of the Effective Date shall terminate on the day of the Compliance Period (the "Term"), unless earlier terminated pursuant to Section 2c hereof.
Project, the Credit Period begins
respect to individual buildings.
each building the Project (i) the
succeeding taxable year, at the
of the Code. In the case of the
or set forth at Appendix A with
Revised 811197
Item # 6.
TCAC # CA-96-004
c. Notwithstanding subsection a. of this Section 2, this Agreement shall terminate with respect to any building in the Project on the date such building is acquired by foreclosure or instrument in lieu of foreclosure unless the Secretary determines such acquisition is of an arrangement a purpose of which is to terminate such period; provided, however, that, except for eviction for good cause, the Tenant of any Low-Income Unit shall be entitled to occupy such Unit accordance with provisions of this Agreement a period of three years following such termination.
Section 3. Filin~. This Agreement, and all amendments hereto, shall be recorded as a restrictive covenant Inthe official records of the County of Nevada in which the Project is located. The Owner shall pay all fees and charges incurred in connection with such recording.
The Owner intends, declares and covenants, on behalf of itself all future owners and operators of the Project during the Term of this Agreement, that this Agreement the covenants and restrictions set forth in this Agreement regulating restricting the use, occupancy and transfer of Project (i) shall be and are covenants running with the Project land, encumbering the Project land the Term this Agreement and Owner's successors in and all subsequent owners and operators the Project (ii) shall bind the Owner (and the benefits shall inure to TCAC and any past, present or prospective Tenant of the Project) and its respective successors and assigns during the Term of this Agreement. The Owner hereby agrees that any and all requirements of the laws of the State of California to be satisfied order for the provisions of this Agreement to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in alternate, that an equitable servitude has been created to insure that these restrictions run with the Project For the Term Agreement, each and every contract, deed or other instrument hereafter executed conveying the Project or thereof shall expressly provide that such conveyance is subject to Agreement; provided, however, that covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Project or portion thereof provides that such conveyance is subject to this Agreement. a. The Owner shall maintain the Project as a Qualified Low-Income Housing Project within the meaning of Section 42 of the Code at all times, commencing with the last day of the first year of the Credit Period and continuing throughout the of this Agreement. To this end, and without limitation, Owner shall --
(i) operate the Project
Project are Low-Income Units, and
that at least the Minimum Amount of the Units the
(ii) assure that Units in the Project are (A) available for use by the general public, (B) suitable occupancy and (C) used on other than a transient b. For purposes of this Agreement and Section 42 of the Code, Owner has elected to comply with [ ] the "20-50 test" pursuant to which "Low-Income" is defined as 50% of Area Median Gross Income and the Minimum Amount is 20% of the Units the Project or [X] the "40-60 test" pursuant to which "Low-Income" is defined as of Area Median Gross Income and the Minimum Amount is 40% of the Units in the Project.
Revised 8/1197
Item # 6.
TCAC # CA-96-004
c. The amount of Tax Credit allocated to the Project is based on the requirement that the Applicable Fraction for buildings the Project will be at least 100% or as specified, buildingby-building, at Appendix A. The Owner's failure to ensure that each building in the Project complies with such requirement will cause TCAC to report such fact to the Service which may result in the reduction and recapture by the Service of Tax Credit, and (ii) to take other appropriate enforcement action, including, but not limited to, the remedies provided herein. d. The Owner may not refuse to lease a Unit in the Project to a prospective Tenant who holds a voucher or certificate of eligibility for assistance pursuant to Section 8 of the United States Housing Act of 1937, as amended, because of the status of such prospective Tenant as the holder of such voucher or certificate.
e. The Project and the Owner are subject to the additional and/or modified requirements, if any, set forth at Appendix A, which requirements are incorporated herein and made a part hereof.
2i;m~;S~~~~~~~~~~=~~",~w:.:n initial occupancy and, unless authorized by TCAC, at least
annually thereafter, the Owner shall determine and the Income of each Low-Income Tenant. If, upon any such annual certification, the Tenant of a Low-Income Unit who was, at the last income certification, a Low-Income Tenant, is found no longer to be a Low-Income Tenant, such Unit will continue to be treated as a Low-Income Unit until the next available Unit of comparable or smaller size in the building (i) is rented to a person who is not a Low-Income Tenant or (ii) is rented without being Rent-Restricted. A Low-Income Unit that has been vacated will continue to be treated as a Low-Income Unit provided that (I) reasonable attempts are made to rent the Unit and (II) no other Units of comparable or smaller size in the building are rented to persons who are not Low-Income Tenants or are rented without being Rent-Restricted. In no case will a Unit be treated as a Low-Income Unit if all the Tenants of the Unit are students (as determined under Section 151(c)(4) of the Code), no one of whom is entitled to file a joint income tax return; provided, however, that such rule shall not apply to the types of students identified at Section 42(i)(3)(D) ofthe Code, or any successor to such provision, as applicable to the Project.
Revised 8/1197
Item # 6.
TCAC # CA-96-004
evaluate its physical and financial condition, construction, rehabilitation, and maintenance.
management
hereby assigns its interest in the rents
.LUU"""'" ofthe Owner's obligations under this
defaults its obligations under
and apply such rents.
Section 9. Remedies. the event the Owner defaults in its obligations this Agreement and such default is not cured within a time period, the remedies of TCAC, the Tenants and any former or prospective Low-Income Tenants shall include, but are not limited to, the following:
a. collecting rents with respect to the Project and applying them (i) to meet the ongoing costs of operating the Project, (ii) to pay debt service, (iii) to reimburse any LowIncome Tenants who may have been charged a Gross Rent above the applicable Rent-Restricted level or (iv) to assure the long-term, Low-Income use of the Project consistent with the requirements of Section 42 of the Code and this Agreement; b.
requirements of
with subsection a
accordance with
c.
forth;
applying to any court for specific performance of any of the obligations herein set d. securing the appointment of a receiver to operate the Project a manner consistent with this Agreement, including subsections a and b of this Section 9; e. against the Owner damages or for disgorgement of rents collected excess of those which would have been received had the Owner complied with the requirements of this Agreement; and
Project with a property manager
......,...'.......the Project in sound and habitable
Unit is for occupancy in accordance with the
42 (I) (3) (B) (1) of the Code and Section 4a of this Agreement; g. requiring the payment of an increased compliance monitoring fee by the owner for such period as TCAC determines appropriate;
h. such other relief as may be appropriate.
Revised 8/1/97
Item # 6.
TCAC # CA-96-004
Section 1 Enforceability. This Agreement may be enforced by TCAC or designee, including any agency of State or local government identified at Appendix hereto or otherwise in a notice by TCAC to Owner. In Agreement be deemed a
contract and shall inure to of, one or more Tenants or persons meeting the whether past, present, or prospective Tenants, as third-party TCAC, its designee any Tenant or other third-party beneficiary be entitled to reasonable attorneys' fees legal costs any judicial or administrative in shall
Section 11. No Conflicting Agreements. The warrants
will not execute any other agreement with provisions that it to the Agreement; provided, however, the approval of TCAC, this Agreement may be subordinated, required, to any or encumbrance of any banks or other lenders to Project; provided, further, the terms any such
to any such lender's acquisition Project by foreclosure or the exercise of or authority by such lender be subject to requirements of the subsequent to such lender's acquisition of the ""'''P'~Tby foreclosure or foreclosure, of Section 2c hereof, respect to the occupancy and rent three years following UH.HUI,LVLL.:J of this Agreement, shall L,",L.UtUU
Section 12. Successors This Agreement and covenants and conditions contained run with the land and shall bind, benefits to, respectively, its successors and assigns and all subsequent owners ofthe Project or any interest TCAC and successors assigns, for the of this Agreement, without regard to whether any such parties have executed an Assumption Agreement with respect ....AJlHU...... lVU of this Agreement, the covenants and herein expire, except that the of Section 2c respect to continuation rent for three following terminations of Agreement,
effect.
Section 13. Amendments; Waivers. Except as otherwise
Agreement may not be amended, changed, modified, altered or ',",~JLHUU:~"~'" instrument executed acknowledged by each the parties hereto recorded official records of the county which this Agreement is of any provision of this Agreement not be deemed to an amendment hereof. request by TCAC, the Owner agrees it will take actions necessary to effect any _"'_AA'~AA'_AA' of this Agreement which may be necessary TCAC's discretion to ,",VAUOJ' Code, any and applicable regulations, policies, procedures, rulings or official statements pertaining to Tax Credits.
Section 14. Assignment by Owner. may not sell or otherwise any portion building in the Project unless it disposes of the entire to same person.
Upon sale or transfer of the Owner shall be obligations under the Agreement the transferee succeed to by of Owner's rights obligations hereunder, regard to transferee has executed an Assumption Agreement as hereinafter provided. to any transfer Project, Owner shall notify TCAC provide name(s) and addressees)and financial of the ''''''''£,1"'",,,, successor owner operator. The Owner shall as a precedent to ........ '-'LV' or exchange or the Project
purchaser or successor assume, in writing,
Revised 8/1197
Item # 6.
TCAC # CA-96-004
Section 15. Notices. All notices, certificates or other communications shall be sufficiently given and shall be deemed received on the second day following the date on which the same have been mailed by certified mail, postage prepaid, or sent by other method which produces evidence of delivery thereof, addressed as follows:
To the TCAC:
Tax Credit Allocation Committee
915 Capitol Mall, Room 485
P.O. Box 942809
Sacramento, CA 94209-0001
To the Owner:
Oregon Investors V Limited Partnership, an Oregon Limited Partnership 87460 Cedar Flat Road
Springfield, Oregon 97478
TCAC and the Owner may, by notice given hereunder, designate further or different addresses to which subsequent notices, certificates or other communications shall sent.
any of the reoresentanons
by the Owner, including claims by third
The Owner
or instituted
Agreement,
thereof.
legal proceedings be made
matters relating to this
or other disposition
Section 17. Severability. The invalidity of any clause, part or provision of this Agreement not affect the validity of the remaining portions thereof.
Section 18. Governing Law. Agreement shall be governed by the laws of the State of '-"...u .....)'u......excluding conflicts provisions, where applicable, the laws of the United States of America.
Revised 8/1197
Item # 6.
TCAC # CA-96-004
Section 19. Survival of Obligations. The obligations of the Owner as set forth herein and in the application shall survive the allocation of the Tax Credit and shall not be deemed to terminate or merge with the awarding of the allocation.
Section 20. Interpretation. TCAC's interpretation of this Agreement shall be controlling for purposes of determinmg whether (i) the Compliance Period shall have commenced, (ii) this Agreement shall have been terminated in accordance with Section 2 hereof, and (iii) the Additional Use Restrictions elected at Appendix A hereto, if any, shall have been complied with.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized representatives, as of the day and year first written above.
CALIFORNIA TAX C ~.IT ALLOCATION COMMITTEE
By-__ --'-'IJ!!!!'=Mll:..:....::..:.:· -,=-""f)._,,..,. ;_. -'!--"""<!=ts--...:;_. _-....;:___ , eanne L.Peterson
Executive Director
OREGON INVESTORS V LIMITED PARTNERSHIP, AN OREGON LIMITED
PARTNERSHIP
Byd/Ld~
(Owner)
Kelly R. Williams, Secretary-Treasurer,
Cascade Housing ~ssociation, General Partner
(Please type or print name)
The undersigned, owners of the property described on Exhibit A hereto, hereby consent to recordation of this Regulatory Agreement against such property, and agree that such property shall be bound by the provisions thereof.
OREGON INVESTORS V LIMITED PARTNERSHIP, AN OREGON LIMITED
PARTNERSHIP
Kelly, Williams, Secretary-Treasurer,
o
Cascade Housing ~ssociation, General Partner
Revised 8/1/97
Item # 6.
CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT
State of California
County of Sacramento
On this 23rd day of November, 1999, before me,
Terry J. Anderson, Notary Public
Name, Title 01Officer
personally appeared
WITNESS my hand and official seal,
I
* ,. ,. OPTIONAL SECTION'" ..."
CAPACITY CLAIMED BY SIGNER
Through statute does not require the Notary to fill in
the data below, dOing so may prove invaluable to
persons relying on the document
D INDIVIDUAL
DCORPORATE OFFICER{S}
DPARTNER(S) DLIMITED
D GENERAL
D ATTORNEY-IN-FACT
D TRUSTEE(S)
D GUARDIAN/CONSERVATOR
[2J
OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)
.....if if" " if.*,. "'''' OPTIONAL SECTION"' " '"'"lit "' 11 *tI ,. "' '" "''' THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
SIGNER(S) OTHER
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.
Item # 6.
)
)
ofNMrobeG 1m.
Item # 6.
Location:
EXHIBIT A
to Regulatory Agreement
Description of the real ....-rnn"'1"'Itu
on which the Project is AV,",' .. "' ...
228 Sutton Way
Grass Valley, CA 95945
Legal Description:
Project
SEE ATTA.CHED
Description:
15 Buildings
79 Low-Income Units; 1 Manager's
OStudio,O I-Bedroom;24 2-Bedroom;
32 3-Bedroom; 24 4-BedOOom;
OS-Bedroom -
Item # 6.
A.TTACHMENT TO
EXHIBIT "A"
The land herein referred to as situated in the State of California, County of Nevada, and is described as follows:
PARCEL 1:
A portion of the Southwest quarter of Section 24, Township 16 North, Range 8 East, Mount Diablo Meridian, described as follows:
All that portion of Parcel C and Parcel D, as shown on the Parcel Map filed in the office of the Nevada County Recorder in Book 7 of Parcel Maps, at Page 41, as described in that certain instrument entitled Notice of Merger, recorded September 19, 1997, Document No. 97-025746, Official Records of Nevada County.
EXCEPTING THEREFROM all that portion conveyed by the Deed dated May 30, 1986, recorded September 5, 1986, Official Records, Document no. 86- 22573, executed by Alvin L. Williams et ux to the County of Nevada.
ALSO EXCEPTING THEREFROM minerals, gas, oil and mineral deposits below a depth of 200 feet below such surface, together with all necessary and convenient rights to explore for, develop, produce, extract and take the same, subject to the express limitation that the foregoing excepting and reservation shall not include any right of entry upon the surface of said land, as set forth in the Deed dated August 28, 1961, recorded August 29, 1961, in Book 302 of Official Records at page 339, executed by Sum-Gold Corporation, Inc., to John P. O-Brien et ux.
PARCEL 2:
TOGETHER WITH easements for ingress, egress and utility purposes, pursuant to the Deeds recorded January 23, 2973, in book 631, Official Records, Pages 154 and 176, the South lines of which are contiguous to the North lines of Parcels C & D of Parcell, described above.
The North lines of said easement are to be prolonged or shortened so as to end in the Northerly prolongations of the East and West lines of Parcels C & D of Parcell above.
APN: 35-411-90
Item # 6.
APPENDIX A
ADDITIONAL USE RESTRICTIONS
Housing Type
Large Family
Senior
SRO
Spedal Needs
At-Risk
Non-targeted
Average Income Target
~ Throughout the Compliance Period, unless otherwise permitted by TCAC, Units must be occupied by Tenants such that the average income of Tenants is at or below of Area Median Gross Income, and, Units shall be Rent-Restricted accordance with such income level.
Longer Compliance Period
~ The Compliance Period shall be a period of 55consecutive taxable years commencing with the first year of the Credit Period. ~.
Designation of First Year Credit Period by Building
Building Id. ~.~~ First Year of Credit Period 1
Building Id. First Year of Credit Period
Building Id. ~ _
Building Id. _
Building Id. _
Building Id..~ ~_
First Year Credit Period 1
First Year of Credit Period 1
First Year of Credit Period 1
First Year of Credit Period 1
D Material Participation by Qualified Nonprofit Organization Throughout the Compliance Period, a "qualified nonprofit organization" within the meaning of Section 42(h)(5)(C) the Code shall own an interest in the Project and shall materially participate (within the meaning of Section 469(h)) in the development and operation of the Project.
Item # 6.
Targeted Population and Physical Facility Features
IS] Large Family Project
CD At least thirty percent (30%) of the units in the project are three-bedroom or larger units, fifty percent (50%) if project received credits from the Small Development set-aside. • Three-bedroom units include at least 1,000 square feet of living space and four-bedroom units include at least 1,200 square feet of living space, or TCAC has granted a waiver because these restrictions conflict with the requirements of another governmental agency to which the project was subject to approval.
• Four-bedroom and larger units have at least two full bathrooms. • The project shall provide outdoor play/recreational facilities suitable for children of all ages, or TCAC waived this requirement because the project is a Small Developments.
It The project provides an appropriately-sized common area. .. Adequate laundry facilities are available on the project premises, with no fewer than one washer/dryer per 10 units, or if no centralized laundry facilities are provided, washers dryers are provided each unit.
D Senior project
411 Unit occupancy shall be restricted to residents 55 years of age or older (at least one family member). 1
411 Access to basic services shall be available by other than resident-owned transportation. • If the Project is over two stories it contains an elevator. 411 No more than twenty percent (20%) of the low-income units in the project are twobedroom units. _. Emergency call systems shall be included in all units, with capability for 24-hour monitoring.
CD Common area(s) are provided on site, or are within approximately one-half mile of the subject property.
• Adequate laundry facilities are available on the project premises, with no fewer than one washer/dryer per 15 units. If no centralized laundry facilities are provided, washers and dryers are provided each of the units;
D SRO project
., Project units are efficiency units which include a complete private bath and kitchen but do not have a separate bedroom. No more than five percent (5%) of the total units contain a separate bedroom.
II At least one bath is provided for every eight
II Adequate laundry facilities are available on the project premises, with no fewer than one washer/dryer per 15 units.
Item # 6.
o Special Needs project
• The units and building configurations (including community space) meet the specific needs of the population.
It Adequate laundry facilities are available on the project premises, with no fewer than one washer/dryer per 15 units.
Minimum Applicable Fraction by Building
Building Id. ~~_~~ __
Building Id. ~ .
Building Id. _~ _
Building Id. ~_
Building Id. "'~~~ ~
Building Id. ~
Agency Designated to Enforce
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction __ %
Minimum Applicable Fraction
Minimum Applicable Fraction __ %
At any time during the Compliance Period, the California Tax Credit Allocation Committee may designate an agency of local government to enforce the terms of this Agreement. The California Tax Credit Allocation Committee designates the following agency of local government for such purpose:
Note: This Additional UseRestrictions Form is only to be used with 1996 topresent year projects.
Item # 6.
PLANNING COMMISSION
June 18, 2024
Prepared by: Lucy Rollins, Senior Planner
DATA SUMMARY
Application Number: 24PLN-08, 24PLN-09, 24PLN-10
Subject: Use Permit applications for reductions in the covered parking requirement for multifamily residential
Location/APNs: 210 Sutton Way / APN 035-412-004
228 Sutton Way / APN 035-412-003
265 Sutton Way / APN 035-412-025
Applicant: Cascade Housing Association
Representatives: Denni Ragsdale and Kristi Isham
Zoning/General Plan: Multiple Family Residential (R-3) / Urban High Density (UHD) Entitlement: Use Permit
Environmental Status: Common Sense Exemption (Section 15061(b)(3)) RECOMMENDATION:
1. That the Planning Commission approve the Use Permit applications for the exception to the covered parking standard for multifamily residential at 210, 228, and 265 Sutton Way as presented, or as modified by the review authority, which includes the following:
a. Determine the proposed project at 210 Sutton Way (24PLN-08) Exempt pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) and Guidelines, as detailed in the May 21, 2024 staff report; b. Determine the proposed project at 265 Sutton Way (24PLN-09) Exempt pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) and Guidelines, as detailed in the May 21, 2024 staff report; c. Determine the proposed project at 228 Sutton Way (24PLN-10) Exempt pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) and Guidelines, as detailed in the May 21, 2024staff report; d. Adopt Findings of Fact for approval of the Use Permits as presented in the May 21, 2024 Staff Report; and
e. Approve the Use Permits for the reduction to the covered parking requirements subject to the Conditions of Approval, attached to the Staff Report.
BACKGROUND:
Item # 6.
Applications 24PLN-08, 24PLN-09, 24PLN-10 Planning Commission June 18, 2024
2 The Planning Commission heard the Use Permit proposals for 24PLN-08, -09, and -10 at their regular meeting held on May 21, 2024. The Commission continued the hearing to their regular meeting on June 18, 2024 and asked the applicant to research the feasibility of alternative carport styles, such as solar carports that may provide subsidies for energy production to reduce the installation cost.
PROJECT PROPOSAL:
The Use Permit applications are for an exception to the covered parking requirement for multifamily housing established in Section 17.36.040, Table 3-3 of the Grass Valley Municipal Code, seeking to allow all parking at 210, 228, and 265 Sutton Way apartment complexes to be uncovered. The full proposal description and analysis is available in the Staff Report for the May 21, 2024 Planning Commission hearing.
In response to the Planning Commission’s request to research carport alternatives, the applicant has provided the following additional information:
• Updated operating cost details through April 2024 for each of the complexes (Attachment 2).
• Overview of meetings with Redwood Energy, GRID Alternatives, and Sierra Business Council / Sierra Nevada Energy Watch (SNEW), and Cal Solar. Feedback included the following:
o Redwood Energy informed the applicant of the Solar on Multifamily Affordable Housing (SOMAH) program, which offers incentives for qualifying projects in PG&E territories
o Redwood Energy also informed the applicant of Power Purchase Agreements (PPA’s) that work with third party investors to help finance solar installations. o GRID Alternatives provided an overview of the SOMAH program including qualifying criteria, timelines, and requirements to pay prevailing wage. A cost analysis for installation is underway.
o Sierra Business Council informed the applicant that residential projects are not eligible for SNEW assistance.
o Cal Solar explained that PPA investors typically require additional solar infrastructure, beyond the carport installations, requirements for prevailing wage would apply, and the PPA requires an additional lien and easement on the properties.
A full description of the information received is included in Attachment 3. The applicant stated that, while formal estimates are still underway, the anticipated cost of solar carports, based on the information gathered, will exceed the quote received by Element 26 (Attachment 8) to replace the carports like-for-like, thus rendering solar carports infeasible as an option to provide covered parking.
Staff has requested that the applicant bring additional details to address the Commission’s request to the hearing on June 18, 2024.
ATTACHMENTS:
1. Recommended Conditions of Approval
2. Description of Research Results
Item # 6.
Applications 24PLN-08, 24PLN-09, 24PLN-10 Planning Commission
3. Updated Operating Cost Details
4. May 21, 2024 Staff Report
5. Universal Applications
6. Use Permit Applications
7. Carport Failures
8. Element 26 Construction Proposal (like-for-like)
9. Insurance Claims
10. Demolition Invoices
11. Site Plans
12. CalHFA Regulatory Agreement
13. CTCAC Regulatory Agreement
Item # 6.
Solar Research for Multifamily Housing after May 21st City of Grass Valley Planning Committee Meeting May 27 – Cascade Housing Association and Joshua Bryant with Element 26 met with Sean Armstrong, the Managing Principal of Redwood Energy. Sean has worked almost 30 years in assisting developers in building, designing and retrofitting affordable housing developments with energy modeling, solar array design, and all-electric design support, along with other services aimed at bringing energy efficiency to disadvantaged communities. In this meeting we learned about:
• Solar on Multifamily Affordable Housing (SOMAH) – a program funded through the State legislature through the end of 2032 and is uniquely structured to ensure long-term, direct economic benefits for low-income tenants. This program is administered by a team of nonprofit organizations and overseen by the California Public Utilities Commission (CPUC). SOMAH offers solar incentives to qualifying affordable housing projects within the service territories of Pacific Gas & Electric Company (PG&E), along with a handful of other investor-owned utility companies throughout California. • Power Purchase Agreement’s (PPAs) – there are companies throughout the state that work with third party investors whom assist in providing a way to finance solar installations, in which the energy generated by the solar system is then purchased by the property owner at prices equal to or less than what would typically be paid to the utility company, and would lock in the energy pricing for a set term of the agreement (typically 20 years).
May 28 – Cascade Housing Association and Joshua Bryant with Element 26 met with a team at GRID Alternatives, a SOMAH program administrator. The team gave us a broad overview of the program and answered many questions. With a solar system installed the project must offset the current tenant loads by at least 51% to qualify for the program. Moving forward to seek approval to receive solar incentives that are available through SOMAH is a lengthy process, starting with property analysis, a multi-bid process, application submission, application review to potential reservation, then meeting compliance milestones, inspections, etc. This process could take a minimum of 2 years to complete. We also learned that with the State legislature passing AB2143 in 2022, we will be required to pay prevailing wages for installation of solar systems on multifamily affordable housing developments with buildings that have more than 2 stories, which two of the three projects will be subject to this requirement. • Take-Away: We are currently underway with property analysis for Cedar Park Apartments, Oak Ridge Apartments, and Glenbrook Apartments to find out the costs involved with installing new carports with solar panels.
Cascade Housing Association does not feel at this time the carports with solar panels will be financially feasible as not all costs will be covered and the bid will be more expensive than our current bid to replace the carports to the city code requirement as shown in our financial model for each project, due to the prevailing wage requirement that has been implemented by the State legislature.
Item # 6.
May 30 – Cascade Housing Association also reached out locally to David Jaeger, a Climate and Energy Technician for Sierra Business Council, to see if the Sierra Nevada Energy Watch (SNEW) program would work for our situation. SNEW is a program geared to work with local governments, school districts, public agencies, and small businesses, to assist them with a pathway to achieving energy efficiency and sustainability, by providing project management support, and finding funding solutions to assist in project upgrading. • Take-Away: Cascade Housing Association unfortunately cannot utilize this program as these are residential projects and not public sector projects. David was incredibly helpful and we truly appreciated him checking into this for us.
June 5 – Cascade Housing Association and Joshua Bryant with Element 26 met with a representative at Cal Solar (a solar company) to inquire about Power Purchase Agreements (PPA). As outlined above, Cal Solar would work with third party investors to finance the costs of purchasing and installing solar equipment for Cedar Park Apartments, Oak Ridge Apartments, and Glenbrook Apartments. The process is not as lengthy as the SOMAH program, however there is a process that each property would need to complete. • To be remotely appealing to an investor, this option would require more coverage than just carports alone, and would be looking at covering the roofs as well.
Because the roofs are approximately two-thirds of the way through their life cycle, this would only work if the properties were re-roofed, which is not practical at this time.
• With the passing of AB 2143, prevailing wages would apply to 2 of the 3 projects, which would nearly triple the labor costs. This hurdle alone makes it hard to make the project pencil out.
• When the property enters into a PPA, they will be encumbered by an additional lien and easement, as the solar panels belong to the solar company. The various shareholders of the properties would need to provide their approval, which has not been determined to be plausible at this time.
• Take-Away: Cascade Housing Association does not feel at this time a PPA will be financially feasible as not all costs will be covered and the bid will be more expensive than our current bid to replace the carports to the city code requirement as shown in our financial model for each project, due to the prevailing wage requirement that has been implemented by the State legislature.
Item # 6.
Cedar Park Apartments
210 Sutton Way
Feb‐24 Mar‐24 Apr‐24
Total Income $104,093 $104,764 $100,199
Total Expenses $46,835 $108,295 $50,136
Financial Obligations $21,814 $21,770 $21,726
Net Profit/(Loss) $35,444 ($25,301) $28,337
Insurance Claim Received $178,149.91
Demo Expense ($60,000.00) pd
Electrical Disconnects
Demo Permit ‐
Universal Application ‐
Future Light Permit ‐
($2,000.00) pd
($259.00) pd
($1,012.00) pd
($1,000.00) est.
Remaining Ins.
Parking Light Improvements
$113,878.91
$121,750.00 due
*Will be due from Owner ($7,871.09)
Insurance Claim Received $178,149.91
Demo Expense ‐ ($60,000.00) pd
Electrical Disconnects ‐ ($2,000.00) pd
Demo Permit ‐ ($259.00) pd
Universal Application ‐ ($1,012.00) pd
Future Building Permit ‐ ($1,000.00) est.
Remaining Ins. $113,878.91
Replace Carports & lighting ‐ $436,000.00 due
*Will be due from owner
*Property will need to repair aproximately $75,000‐$250,000 *In addition to approved path above
Cost to install lighting without carport replacement
Cost to Replace Carports to City code requirement
($322,121.09)
Estimated Costs to comply with State Bill 721
Item # 6.
Glenbrook Apartments
265 Sutton Way
Feb‐24 Mar‐24 Apr‐24
Total Income $62,087 $61,541 $58,653
Total Expenses $48,561 $59,160 $50,681
Financial Obligations $13,682 $13,656 $13,629
Net Profit/(Loss) ($156) ($11,275) ($5,656)
Insurance Claim Received $128,103.06
Demo Expense ‐ ($39,000.00) pd
Electrical Disconnects ‐ ($2,000.00) pd
Demo Permit ‐ ($259.00) pd
Universal Application ‐ ($1,011.00) pd
Future Light Permit ‐ ($1,000.00) est.
Remaining Ins. $84,833.06
Parking Light Improvements ‐ $89,000.00 due
*Will be due from Owner ($4,166.94)
Insurance Claim Received $128,103.06
Demo Expense ‐ ($39,000.00) pd
Electrical Disconnects ‐ ($2,000.00) pd
Demo Permit ‐ ($259.00) pd
Universal Application ‐ ($1,011.00) pd
Future Building Permit ‐ ($1,000.00) est.
Remaining Ins. $84,833.06
Replace Carports & lighting ‐ $261,600.00 due
*Will be due from owner
*Property will need to repair aproximately $75,000‐$250,000 *In addition to approved path above
Cost to install lighting without carport replacement
Cost to Replace Carports to City code requirement
($176,766.94)
Estimated Costs to comply with State Bill 721
Item # 6.
Oak Ridge Apartments
228 Sutton Way
Feb‐24 Mar‐24 Apr‐24
Total Income $99,131 $91,775 $93,041
Total Expenses $86,337 $102,507 $94,267
Financial Obligations $12,783 $12,524 $18,403
Net Profit/(Loss) $11 ($23,256) ($19,629)
Insurance Claim Received $177,449.76
Demo Expense ‐ ($48,000.00) pd
Electrical Disconnects ‐ ($2,000.00) pd
Demo Permit ‐ ($260.00) pd
Universal Application ‐ ($1,012.00) pd
Future Lighting Permit ‐ ($1,000.00) est.
Remaining Ins. $125,177.76
Parking Light Improvements ‐ $129,450.00 due
*Will be due from owner ($4,272.24)
Insurance Claim Received $177,449.76
Demo Expense ‐ ($48,000.00) pd
Electrical Disconnects ‐ ($2,000.00) pd
Demo Permit ‐ ($260.00) pd
Universal Application ‐ ($1,012.00) pd
Future Building Permit ‐ ($1,000.00) est.
Remaining Ins. $125,177.76
Replace Carports & lighting ‐ $348,800.00 due
*Will be due from owner
*Property will need to repair aproximately $75,000‐$250,000 *In addition to approved path above
Cost to install lighting without carport replacement
Cost to Replace Carports to City code requirement
($223,622.24)
Estimated Costs to comply with State Bill 721
Item # 6.
City of Grass Valley
City Council
Agenda Action Sheet
Title: Main St Sealing And Striping – Authorize Bidding and Approve Design CEQA: Categorically Exempt – Section 15301 “Existing Facilities” Recommendation: That Council 1) approve the findings that the project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA); 2) provide direction to Staff on several design proposals; and 3) authorize the advertisement for bids.
Prepared by: Bjorn P. Jones, PE, City Engineer
Council Meeting Date: 08/13/2024 Date Prepared: 08/20/2024 Agenda: Administrative
Background Information: The Main Street Sealing and Striping Project primarily involves the pavement replacement, microsurfacing and restriping of Main Street between Bennett Street and Church St. Also included are associated roadway improvements such as utility cover adjustments, signage and curb painting.
The street improvements associated with this project are exempt from environmental review pursuant to Section 15301 “Existing Facilities” of the CEQA Guidelines.
Copies of the plans and specifications for the Main Street Sealing and Striping Project are available for review in the Engineering Division office at City Hall. The total project cost is estimated at $300,000. The award of a construction contract is anticipated to occur in Fall 2024, with construction to follow shortly after, depending on weather.
A number of design concepts and Engineering proposals are incorporated into the project that Staff would like to bring to Council’s attention and gain direction on how to proceed. These proposals are discussed individually in the sections to follow.
Mill @ Main Intersection: Since the Mill St Pedestrian Plaza was completed the number of pedestrians in the downtown area has increased significantly and it is apparent that additional safety measures for pedestrians crossing the stop controlled intersection of Mill and Main Streets would be advantageous. Engineering Staff worked with design consultant Coastland Engineering to evaluate different treatments for the intersection, including options of enhanced signage and striping, eliminating one of the crossings, or eliminating both crossings and creating a single centralized crossing.
At this point Engineering is proposing to keep the current crossing configurations with significant restriping and signing improvements to increase pedestrian visibility and enhanced awareness. An intersection exhibit is attached that shows the proposed enhancements. Painted crosswalk markings better identify the crossing zones in place of the faded stamped concrete areas. Added lane lines and loading zones both serve to neck down the travel lanes (traffic calming), shorten the crossing distances for
Item # 7.
pedestrians and provide a convenient area for Mill St delivery vehicles. Median islands on the westerly crossing further restrict the travel lane widths and provide a small midblock refuge area and a location for in street pedestrian crossing signs. Pedestrian activated rectangular rapid flashing beacons are proposed on the easterly crossing to provide heightened awareness of pedestrians entering the crosswalk similar to the very effective assemblies at Church and School Streets. Otherwise, the dual crossing layout would remain unchanged and avoid the substantial design and construction costs involved in more significantly reconfiguring the entire intersection.
South Auburn @ Main Intersection Crosswalk: Coastland Engineering also evaluated the S Auburn and Main Street intersection due to safety concerns of the westerly crossing of Main Street. As the left/through lane coming from S Auburn St is signalized and does not have any oncoming traffic to contend with, motorists are not always acutely alert for pedestrians using the westerly crossing, leading to potential conflicts.
Coastland’s recommendation was to eliminate this crosswalk in its entirety and Engineering Staff agrees that this is the preferred alternative. Pedestrians may have slightly increased crossing times/distances depending on their destination, but this is a small tradeoff for enhanced pedestrian safety, as well as increased efficiency for S Auburn St traffic turning onto Main St.
South Auburn @ Main Intersection Signal: Another concept that has been considered previously is converting the signal at S Auburn and Main Streets to an all-way stopcontrolled intersection. In the past, this intersection has reverted to stop control (flashing red) after daytime hours and on the weekends. The signal functions effectively as such a majority of the time.
Converting to full-time stop control would lessen undesirable delays for motorists when signalized control is not necessary, likely more than 75% of the time. Traffic through the intersection would be more metered along the Main St corridor instead of letting a stream of vehicles through at one time. Stop control would also reduce maintenance costs of the traffic signal and could allow for future removal of some of the unsightly and obtrusive signal equipment.
Drawbacks could include slightly longer delays/queuing during peak periods, mainly school drop-off and pickup times. Somewhat less protection for pedestrian crossings would also be experienced as the dedicated crossing cycles would no longer be functional in an all-way stop control arrangement.
Staff proposes a trial period of placing the signal in flashing red, possibly through the month of September, to evaluate the functionality of the all-way stop control. The trial could always be cut short if issues arise.
Parking Space Adjustments: After pavement rehabilitation, the roadway will be restriped and parking marking “L’s” and “T’s” placed to define parking spaces, as well as painting curbs. Now is the time to make any parking area adjustments.
After an extensive evaluation of the parking space dimensions and layouts along the entire Main St corridor, Engineering Staff has developed a layout that would gain ten (10) additional defined parking spaces over what exists today. Several adjustments are proposed to accommodate this substantial increase in available parking, as follows:
Shorten loading zone near Holbrooke Hotel approximately 10 feet. Over 32 feet would remain. Page 245
Item # 7.
Eliminate the loading zone near Kaido restaurant. A new loading zone through the Mill St intersection to act as a replacement.
Shorten the loading zone near the Book Seller by approximately 10 feet. A new loading zone through the Mill St intersection to act as a replacement. Shorten the loading zone near Country Wood by approximately 10 feet. Over 32 feet would remain.
Shorten the loading zone near Nevada Club by approximately 10 feet.
Approximately 22 feet of loading zone. This loading zone is not ideal due to the alignment of travel lanes from E Main St and use by larger delivery trucks should be discouraged.
Eliminate the motorcycle parking zone in front of Wolf Mountain Spa. Rarely used currently.
Relocate the loading zone from in front of Enrique’s Lounge, to the front of Wolf Mountain Spa, approximately 40 feet away. The new location would eliminate vehicles having to execute a parallel parking maneuver to enter the space and would free up more room (when loading is not in use) approaching the S Auburn St intersection for vehicle storage and maneuvering into the through/right turn travel lane.
Eliminate green zones in front of the Chamber of Commerce and in front of PGE.
With the PGE office closed, short-term parking zones are no longer warranted. In several locations change the standard parking space length to 20 feet.
Currently, central spaces in a parallel aisle have a minimum 22-foot length.
Reducing the standard to 20 feet makes it more difficult to accommodate larger vehicles executing a parallel parking maneuver. Other jurisdictions have allowed up to 75% of parallel parking to be “Intermediate” or “Compact” spaces with lengths down to 19’ in their downtown areas. As proposed, 18 out of the 46 spaces along the Main St corridor would be 20’ long central spaces, or less than 40% of the total, an appropriate sum for the urban environment.
Staff requests that the Council provide any direction on the described proposals at the Council meeting for the Main St Sealing And Striping Project. After consideration, Engineering will finalize the design and contract documents in order to release the project for bidding. The requested Council motion is to approve the findings that the project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) and authorize the advertisement for bids.
Council Goals/Objectives: The Main St Sealing And Striping executes portions of work tasks towards achieving/maintaining Strategic Plan Goal – City Infrastructure Investment
Fiscal Impact: The project is fully funded in the 2024/25 CIP Budget with Measure E funding.
Funds Available: Yes Account #: 300-406-63850
Reviewed by: City Manager Attachments: Main St @ Mill Exhibit
Item # 7.
Item # 7.