Agenda packet — Lake Forest City Council, March 18, 2025

AGENDA

LAKE FOREST CITY COUNCIL
Regular Meeting of the City Council
Tuesday, March 18, 2025
Closed Session 5:30 p.m.

Public Session 6:30 p.m.

City Council Chambers, 100 Civic Center Drive, Lake Forest, California NOTICE: Pursuant to Lake Forest Municipal Code Section 2.04.010, Regular Meetings of the City Council are held the First and Third Tuesday of each month at the hour of 5:30 p.m. for Closed Session matters, if required.

The Public Session of the meeting shall commence at 6:30 p.m. or as soon thereafter as possible. Special Meeting times may be held at a different time and date as listed on the Agenda.

AGENDA DOCUMENT REVIEW: The Agenda and staff reports are available on the Internet at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas and at the City Clerk’s Office, 100 Civic Center Drive, Lake Forest, California, on the Friday before the meeting on Tuesday.

AGENDA DESCRIPTION: The Agenda descriptions are intended to give notice to members of the public of a general summary of items of business to be transacted or discussed. The listed Recommended Action represents staff’s recommendation. The City Council may take any action which it deems to be appropriate on the agenda item and is not limited in any way by the recommended action.

AGENDA ON SOCIAL MEDIA: This meeting will be streamed through Facebook Live. Comments will not be taken via Facebook Live. The City provides the Facebook Live stream as an additional service to the public.

However, the City cannot guarantee that its network and/or the site will be uninterrupted. The City is not responsible for any interrupted service.

SPECIAL NOTICE REGARDING PUBLIC ACCESS TO THE MEETING AND PUBLIC COMMENT:

PUBLIC PARTICIPATION: In addition to attending in person, members of the public may access the meeting live on our website at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas.

PUBLIC COMMENT PRIOR TO THE MEETING: Members of the public may submit email comments to [email protected]. Email comments will be uploaded to the agenda packet and made part of the official public record of the meeting and will not be read at the meeting. To ensure staff reviews all comments prior to the City Council meeting, please submit email comments no later than 5:00 p.m. the day of the meeting.

PUBLIC COMMENT: Members of the public may provide comments in-person at the meeting. Public comments will no longer be accepted remotely. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk. To ensure prompt distribution to the City Council, members of the public wishing to provide written materials to the City Council should do so prior to the start of the meeting or as close thereto as possible, as time will not be taken during the public comment period to distribute written materials to the City Council.

TRANSLATION SERVICE: Interpreters are available by request to members of the public that prefer to make their public comments in Spanish or Chinese. Requests for a translator need to be received by 8:00 a.m. the Monday before the scheduled City Council meeting. Such requests must be received via email at March 18, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 1 [email protected]
Los intérpretes están disponibles previa solicitud para el público que prefiera hacer sus comentarios públicos en español o chino. Las solicitudes de traductor deben recibirse antes de las 8:00 a. m. del lunes anterior a la reunión programada del Concejo Municipal. Dichas solicitudes deben recibirse por correo electrónico a [email protected]
如果大眾願意用西班牙語或中文發表公開評論，我們可應要求提供口譯服務。需要在預定市議會會議之前的周一
上午 8:00 之前收到翻譯請求。此類請求必須透過電子郵件收到：[email protected] Rúguǒ dàzhòng yuànyì yòng xībānyá yǔ huò zhōngwén fābiǎo gōngkāi pínglùn, wǒmen kě yīng yāoqiú tígōng k ǒuyì fúwù. Xūyào zài yùdìng shì yìhuì huìyì zhīqián de zhōuyī shàngwǔ 8:00 Zhīqián shōu dào fānyì qǐngqiú. Cǐ l èi qǐngqiú bìxū tòuguò diànzǐ yóujiàn shōu dào: [email protected] CALL TO ORDER: 5:30 p.m.

Council Members: Doug Cirbo
Mark Tettemer
Benjamin Yu
Mayor Pro Tem: Robert Pequeño
Mayor: Scott Voigts
City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Lisa Berglund
CLOSED SESSION PUBLIC COMMENT:

CLOSED SESSION: At this time, the City Council may recess to Closed Session for conference with Legal Counsel to discuss the items listed below pursuant to Government Code requirements. Any items not concluded by 6:30 p.m. may be continued to the end of the Public Session. At this time, members of the public may address the City Council regarding any items listed on the Closed Session agenda. No action may be taken on items not listed on the agenda unless authorized by law. Comments shall be limited to three minutes per item. Any person wishing to address the City Council on a Closed Session matter is requested to complete a "Request to Speak" form available at agenda public review table near the entrance. The completed form is to be submitted to the City Clerk prior to an individual being heard by the City Council. Whenever possible, lengthy testimony should be presented to the City Council in writing (8 copies) and only pertinent points presented orally.

CLOSED SESSION (Item No. 1)
CLOSED SESSION: At this time, the City Council may recess to Closed Session for conference with Legal Counsel to discuss the items listed below pursuant to Government Code requirements. Any items not concluded by 6:30 p.m. may be continued to the end of the Public Session.

1. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION

EXISTING LITIGATION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(D)(1)
NUMBER OF CASES: 1
March 18, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 2 Case Name: Brian McMillan v. City of Lake Forest, et al.

USDC Central District Case No.: 8:25-cv-00245-SRM (JDEx) RECOMMENDED ACTION: Conduct closed session.

RECESS: City Council will recess to Closed Session for the purpose of conducting regular City business.

RECONVENE: City Council will reconvene to continue regular City business.

PUBLIC SESSION: 6:30 p.m.

PUBLIC SESSION: At this time, the City Council will convene to consider public matters. Those wishing to address the City Council may submit a completed “Request to Speak” form to the City Clerk prior to City Council action.

INVOCATION: The Invocation will be provided by a representative of the Church of Jesus Christ of Latter-day Saints.

PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country to be led by Brownie and Junior Troop #3620.

CLOSED SESSION REPORT: City Attorney will report on Closed Session.

PRESENTATIONS (Item No. 2)

2. RECOGNITION OF 2024 COMMISSION CHAIRS
RECOMMENDED ACTION: Recognize the 2024 Chairs of the Community Services, Traffic and Parking, and Planning Commissions.

PUBLIC COMMENTS
Members of the public can submit an e-comment to [email protected] . E-comments will not be read at the meeting.

Members of the public may also provide comments in-person at the meeting. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk.

March 18, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 3 CONSENT CALENDAR (Item Nos. 3 – 9)
All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no separate discussion of these items unless Members of the City Council, the public, or staff request specific items be removed from the Consent Calendar for separate action.

3. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES RECOMMENDED ACTION: Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.

4. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON MARCH 4, 2025
RECOMMENDED ACTION: Approve as submitted.

5. CERTIFICATION OF WARRANT REGISTER
RECOMMENDED ACTION: Approve the warrant register in the amount of $4,940,888.58.

6. FIRST AMENDMENT TO AGREEMENT WITH 360 GLOBAL

TECHNOLOGIES FOR WEBSITE HOSTING SERVICES
RECOMMENDED ACTION: Approve the proposed First Amendment to the Second Letter Agreement with 360 Global Technology LLC.

March 18, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 4

7. 2024 GENERAL PLAN ANNUAL PROGRESS REPORT
RECOMMENDED ACTION: Authorize staff to submit the 2024 General Plan Annual Progress Report to the Governor's Office of Planning and Research and the State’s Housing and Community Development Department.

8. 2024 ANNUAL HOUSING ELEMENT PROGRESS REPORT
RECOMMENDED ACTION: Authorize staff to submit the 2024 Annual Housing Element Progress Report to the State Department of Housing and Community Development and the Governor's Office of Planning and Research.

9. NOTICE OF COMPLETION FOR TRABUCO ROAD REHABILITATION PROJECT FROM BAKE PARKWAY TO PEACHWOOD (24S01B),
ASCENSION MEDIAN IMPROVEMENTS (24S03), AND LAKE FOREST

DRIVE REHABILITATION FROM BAKE PARKWAY TO PORTOLA
PARKWAY (24S01C)
RECOMMENDED ACTION: 1. Find that All American Asphalt, Inc. has completed construction of the Trabuco Road Rehabilitation Project from Bake Parkway to Peachwood (24S01B), Ascension Median Improvements (24S03), and Lake Forest Drive Rehabilitation from Bake Parkway to Portola Parkway (24S01C). 2. Approve the Notice of Completion and authorize the Mayor to execute the document on behalf of the City. 3.

Authorize the City Clerk to submit Notice of Completion for recordation to the Office of the County Recorder of Orange County within fifteen days of the City Council approval, as required by Section 9204 of the California Civil Code. 4. Authorize staff to release any unencumbered retention in accordance with California law.

DISCUSSION/ACTION ITEMS (Item Nos. 10 – 11)
The following matters are for City Council consideration/discussion/action. Members of the public may have the opportunity to address these items if they wish to do so. Please complete the Request to Speak form and give to the City Clerk.

March 18, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 5

APPROVAL OF AN AFFORDABLE HOUSING LOAN AGREEMENT WITH

NATIONAL COMMUNITY RENAISSANCE FOR THE ASPAN COURT

AFFORDABLE HOUSING PROJECT
RECOMMENDED ACTION: Approve a Resolution titled: “A RESOLUTION

OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA,

APPROVING AN AFFORDABLE HOUSING AGREEMENT BETWEEN

THE CITY OF LAKE FOREST, THE LAKE FOREST HOUSING
AUTHORITY AND NATIONAL COMMUNITY RENAISSANCE”

11. FISCAL YEAR 2024-25 MID-YEAR BUDGET REVIEW
RECOMMENDED ACTION: 1. Receive and file the 2023-2025 Operating Budget Mid-Year Review Report. 2. Adopt a Resolution titled: A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING THE 2023-2025 OPERATING BUDGET;
AMENDING APPROPRIATIONS FOR FISCAL YEAR 2024-25.

CITY MANAGER'S REPORT
At this time, the City Manager may comment on agenda and non-agenda items; and report on items of interest to the City Council and community.

CITY COUNCIL COMMENTS
At this time, City Council Members may comment on agenda or non-agenda matters. No discussion may take place on any item not appearing on the posted agenda. Council Members may ask a question for clarification, respond to statements made or questions posed by the public, make a brief announcement, or make a brief report on his or her own activities. In addition, the City Council may refer to staff or other resources for factual information, request staff to report back at a subsequent meeting or direct staff to place a matter of business on a future agenda. No action may be taken on non-agenda matters unless authorized by law (Government Code Section 54954.2).

Council Member Cirbo:

Council MemberTettemer:

Council Member Yu:

Mayor Pro Tem Pequeño:

Mayor Voigts:

March 18, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 6

10. ADJOURNMENT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this Meeting, including auxiliary aids or services, you should contact the Office of the City Clerk at (949) 461-3400.

Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and agenda back-up materials can be obtained from the Office of the City Clerk on the Friday prior to the City Council meeting. Copies of all Agendas, Staff Reports and Supporting Materials can also be found on the City’s website – https://www.lakeforestca.gov/129/Agendas.

Agenda and agenda packets, if requested, will be made available in an appropriate alternative format to persons with a disability as required by the Americans With Disabilities Act. Copies of the agenda are provided at no cost and agenda back-up materials are available at the per page copy cost.

The City of Lake Forest mailing address is City Council Chambers, 100 Civic Center Drive, Lake Forest, California.

Phone: (949) 461-3400. FAX (949) 461-3511
CERTIFICATION: I, Lisa Berglund, City Clerk of the City of Lake Forest, California, hereby certify that the foregoing agenda was posted for public review at City Hall on March 13, 2025.

Lisa Berglund
City Clerk
March 18, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 7

CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/18/2025
DEPARTMENT: City Clerk
SUBJECT:

RECOGNITION OF 2024 COMMISSION CHAIRS
RECOMMENDED ACTION(S):

Recognize the 2024 Chairs of the Community Services, Traffic and Parking, and Planning Commissions.

EXECUTIVE SUMMARY:

The City Council wishes to recognize the efforts and accomplishments of the Chair of each Commission for their leadership in 2024. Staff prepared recognition certificates for Jordan Villwock, 2024 Chair of the Planning Commission; Kelly Gould, 2024 Chair of the Community Services Commission; and Jim Fouste, 2024 Chair of the Traffic and Parking Commission. Staff recommends the recognitions attached be approved and presented to these individuals this evening.

FISCAL IMPACT:

There is no fiscal impact associated with the recommendation.

ATTACHMENTS:

1. Recognition - Planning Commission Chairperson

2. Recognition - Community Services Commission Chairperson

3. Recognition - Traffic and Parking Commission Chairperson Initiated By: Thy Merritt, Assistant City Clerk
Submitted By: Lisa Berglund, City Clerk
Approved By: Debra Rose, City Manager
Item: 2
8 Item: 2
9 Item: 2
10 Item: 2
11 Item: 2
12 Item: 2
13 Item: 2
14 Item: 3
15 MINUTES OF A REGULAR MEETING

OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST

The regular meeting of the City Council of the City of Lake Forest held Tuesday, March 4, 2025, at the Lake Forest City Council Chambers, 100 Civic Center Drive, Lake Forest, California, was called to order at 6:30 p.m. with all members present.

ROLL CALL:

Council Members:

Doug Cirbo
Mark Tettemer
Benjamin Yu
Mayor Pro Tem: Robert Pequeño
Mayor: Scott Voigts

City Manager: Debra Rose
City Attorney: Matthew E. Richardson
City Clerk: Lisa Berglund

INVOCATION: The Invocation was provided by Rabbi Dennis Linson, Temple Judea of Laguna Hills.

PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country was led by Boy Scout Troop #321.

REPORT FROM STUDENT LIAISON: Maya Lowrey, Student Liaison from El Toro High School, provided a report.

PUBLIC COMMENTS:

Andrew O’Connor thanked staff members for their responsiveness and expressed concerns with Council members and decorum during the public comment period.

Mayor Voigts provided comments on residents’ First Amendment rights to speak during public comment.

Mayor Pro Tem Pequeño provided comments on the removal of a Community Services Officer (CSO), non-sworn position from the Orange County Sheriff’s Department contract with Lake Forest. He further clarified with the Deputy City Manager that the City still has a School Resource Officer, sworn position from the Orange County Sheriff’s Department contract with Lake Forest.

Joseph Peteet expressed concerns with the permit parking system.

CONSENT CALENDAR: (Item Nos. 1 – 6)
Item Nos. 2, and 4 – 6 were pulled for discussion.

Item: 4
16 March 4, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 2 of 5 MOTION: It was moved by Mayor Pro Tem Pequeño, seconded by Council Member Yu, to approve Consent Calendar Item Nos. 1 and 3. The motion was carried by a vote of 5-

0. 1. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES ACTION: Said Ordinances and Resolutions which appeared on the public agenda were determined to have been read by title and further reading was waived.

3. ACCESSORY DWELLING UNITS AND JUNIOR ACCESSORY DWELLING UNITS
ACTION: A second reading was conducted and an Ordinance entitled: “AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST FOR ZONING CODE AMENDMENT 12-24-5760 AMENDING SECTION 9.146.050 OF CHAPTER 9.146 OF TITLE 9 OF THE LAKE FOREST MUNICIPAL CODE

RELATING TO ACCESSORY DWELLING UNITS AND JUNIOR ACCESSORY

DWELLING UNITS, AND FINDING THE ACTION TO BE STATUTORILY EXEMPT FROM CEQA UNDER PUBLIC RESOURCES CODE § 21080.17.” was adopted.

ITEMS PULLED FOR DISCUSSION: (Item Nos. 2, and 4 – 6)
MOTION: It was moved by Mayor Pro Tem Pequeño, seconded by Council Member Yu, to approve Consent Calendar Item Nos. 2, and 5 – 6. The motion was carried by a vote of 5-0.

2. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON FEBRUARY 18, 2025
Andrew O’Connor offered public comment and expressed concerns with Council Member Yu.

Council Member Yu offered public comment in response to Andrew O’Connor.

He expressed that operating a home business is permissible in Lake Forest.

Council Member Yu reminded Mr. O’Connor that this matter has been litigated and that he reserves his right to relitigate this issue.

ACTION: The minutes were approved as submitted.

4. PARTNER CHARTER SUPPORT FOR THE IRVINE-LAGUNA WILDLIFE

CORRIDOR
Council Member Tettemer made a motion to continue this item to a time to be determined. It was seconded by Mayor Voigts.

Item: 4
17 March 4, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 3 of 5 MOTION: It was moved by Council Member Tettemer, seconded by Mayor Voigts, to continue this item to a time to be determined. The motion was carried by a vote of 5-0.

5. AGREEMENT FOR UNARMED SECURITY GUARD SERVICES
Andrew O’Connor offered public comment and expressed concerns with the scope of services of the agreement.

ACTION: 1. An agreement with A.G. Coast Corporation, dba California Panther Security, for contract security services in the amount of $213,285.94 was awarded. 2. The Mayor was authorized to sign, and the City Clerk to attest to the award of agreement with California Panther Security, substantially in the form attached.

6. AWARD OF CONTRACT FOR CONTRACT ADMINISTRATION AND

CONSTRUCTION INSPECTION SERVICES FOR EL TORO ROAD PROJECTS Andrew O’Connor offered public comment and expressed concerns with the scope of services with the contract.

ACTION: 1. A Professional Consultant Services Agreement with a compensation amount of $348,259.28 was awarded to FCG Consultants, Inc. for Contract Administration and Construction Inspection Services. 2. The Mayor was authorized to sign, and the City Clerk to attest, the award of Professional Consultant Services Agreement to FCG Consultants, Inc.

DISCUSSION/ACTION ITEMS: (Item Nos. 7 – 8)

7. THIRD AMENDMENT TO AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR BUILDING AND SAFETY SERVICES
City Manager Rose introduced this item and invited Management Analyst Young to provide a presentation. Andrew O’Connor offered public comment and expressed concerns with the cost of the agreement. City Council questions were asked and answered.

MOTION: It was moved by Council Member Yu, seconded by Council Member Tettemer, to: 1. Approve the Third Amendment to the Professional Services Agreement with Interwest Consulting Group, Inc. (“Interwest”) for Building and Safety Services. 2. Authorize the Mayor to sign, and the City Clerk to attest, the Third Amendment to the Professional Services Agreement with Interwest substantially in the form attached. The motion was carried by a vote of 5-0.

Item: 4
18 March 4, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 4 of 5

8. POTENTIAL PICKLEBALL TOURNAMENT
City Manager Rose introduced this item and ceded the floor to Council Member Cirbo for discussion of the item. Andrew O’Connor offered public comment and expressed concerns with this item. City Council discussion ensued. City Manager Rose reminded the City Council that the public may use the Ask Lake Forest (ALF) app to provide feedback on a potential pickleball tournament.

ACTION: City Council discussed a pickleball tournament in Fiscal Year 2025-26 and tabled this item to a time to be determined.

CITY MANAGER'S REPORT: City Manager Rose had nothing further to report.

CITY COUNCIL COMMENTS:

Council Member Cirbo: Council Member Cirbo provided remarks on public comments and expressed that he was proud to be a
member of the City Council.

Council Member Tettemer: Council Member Tettemer had nothing further to report.

Council Member Yu: Council Member Yu provided remarks on public comments and stated that you cannot make everyone
happy.

Mayor Pro Tem Pequeño: Mayor Pro Tem Pequeño thanked staff for their hard work and reported on his attendance at the Career
Fair, the U Babci restaurant grand opening event, and
the Little League Opening Day.

Mayor Voigts: Mayor Voigts reported on his attendance at the Career Fair, the U Babci restaurant grand opening event, and
the Little League Opening Day.

ADJOURNMENT: The Regular Meeting of the City Council was adjourned at 7:51 p.m.

Item: 4
19 March 4, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 5 of 5 Respectfully submitted:

APPROVED:

LISA BERGLUND SCOTT VOIGTS

CITY CLERK MAYOR
Item: 4
20 CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/18/2025
DEPARTMENT: Finance
SUBJECT:

CERTIFICATION OF WARRANT REGISTER
RECOMMENDED ACTION(S):

Approve the warrant register in the amount of $4,940,888.58.

EXECUTIVE SUMMARY:

In accordance with Government Code Section 37202 and Lake Forest Municipal Code Chapter 3.16, the official below certifies that 1) the invoices of the warrant register have been properly reviewed and 2) funds are available for payment of the warrants.

FISCAL IMPACT:

The amount of the warrant register is $4,940,888.58.

ATTACHMENTS:

Warrant Register
Submitted By: Kevin Shirah, Director of Finance/City Treasurer Approved By: Debra Rose, City Manager
Item: 5
21 Item: 5
22 Item: 5
23 Item: 5
24 Item: 5
25 Item: 5
26 Item: 5
27 Item: 5
28 Item: 5
29 Item: 5
30 Item: 5
31 Item: 5
32 Item: 5
33 Item: 5
34 Item: 5
35 Item: 5
36 Item: 5
37 Item: 5
38 Item: 5
39 CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/18/2025
DEPARTMENT: Management Services
SUBJECT:

FIRST AMENDMENT TO AGREEMENT WITH 360 GLOBAL TECHNOLOGIES

FOR WEBSITE HOSTING SERVICES
RECOMMENDED ACTION(S):

Approve the proposed First Amendment to the Second Letter Agreement with 360 Global Technology LLC.

EXECUTIVE SUMMARY:

The Lake Forest website attracts more than 55,000 visitors monthly and is an important portal for accessing meeting agendas, parking permits, building inspection schedules, and other public services. 360 Global Technology LLC (“360GT”) hosts the City’s website. On May 1, 2024, the City entered into the First Letter Agreement with 360GT for Website Services with a term of May 1, 2024 through September 30, 2024 after 360GT acquired the City’s previous website provider, 360Civic (Attachment 1). This First Letter Agreement had a $10,000 compensation amount. The City then entered into the Second Letter Agreement with 360GT with a term of October 1, 2024 to September 30, 2025 and a $20,000 compensation amount (Attachment 2). Both agreements continued the same website management and hosting services provided by the City’s previous (and now dissolved) website provider, 360Civic.

In February 2025, 360GT notified the City that critical security updates were needed to the website’s content management system (“CMS”). These security updates would ensure the stability and security of the Lake Forest website until the new website is in place by the end of August 2025. To effectuate these security updates, the City must enter into the proposed First Amendment to the Second Letter Agreement with 360GT, which includes specific security upgrades to Drupal, the CMS for the City’s website (Attachment 3). If approved, the First Amendment would increase the compensation amount in the Second Letter Agreement by $13,800, bringing the total compensation amount to $33,800.

On December 17, 2024, the City Council approved an agreement with a new website provider, Revize. Currently, Revize is working with a committee of staff to redesign the City’s website. Revize is scheduled to launch the new website and begin providing hosting services in August 2025.

Item: 6
40 Staff recommends the City Council approve the proposed First Amendment, which would effectuate the needed security upgrades to the City’s website for a compensation amount of $13,800.

BACKGROUND:

On June 7, 2022, the City Council approved an agreement for website services with 360Civic (“360Civic Agreement”). The 360Civic Agreement included a term from June 8, 2022, to October 1, 2025, and $142,975 in compensation. In accordance with the 360Civic Agreement, the consultant built and launched a new City website in October 2022. The 360Civic Agreement also required the consultant to continually host the website throughout the term duration.

In January 2024, 360Civic notified the City that it had been bought by 360GT, a distinctly separate corporation. On May 1, 2024, the City entered into the First Letter Agreement with 360GT for website services with a term of May 1, 2024 through September 30, 2024 and a $10,000 compensation amount (Attachment 1). Entering into this First Letter Agreement with the 360GT ensured the City’s website would continue to be hosted for public view while staff formulated a longer-term strategy for the website considering the dissolution of 360Civic.

While 360GT was able to provide basic website hosting services, staff were generally unsatisfied with the website that was created by 360Civic and eventually hosted by 360GT. The City’s website is highly customizable and unique (a key rating factor in the City’s procurement process which led to the selection of 360Civic in the first place), but the website lacks the easily customizable features available on websites more commonly provided by other municipal website providers. Coupled with the dissolution of the website’s original designer, 360Civic, staff determined the best course of action was to solicit proposals to establish a new, long-term website services agreement.

On July 24, 2024, the City issued a request for proposals to construct a new website that would meet the City’s needs long term and with consistency. On December 17, 2025, the City Council approved a new agreement for website services with Revize Inc., a major municipal website provider. In accordance with the website agreement with Revize, the new City website will be published by August 2025.

To ensure the City’s current website would remain available while the new website is being created by Revize, the City entered into the Second Letter Agreement with 360GT with a term of October 1, 2024 to September 30, 2025 and a $20,000 compensation amount (Attachment 2). Like the First Letter Item: 6
41 Agreement, the Second Letter Agreement provides for basic website hosting and support services.

DISCUSSION:

The City’s current website is built on the Drupal 9.5 CMS. The CMS is the operating system that staff access to make updates and changes to the City’s website. In February 2025, 360GT notified the City that a major CMS upgrade was needed to ensure the website could be hosted reliably. Over time, the Drupal operating system (like Windows, iOS, and Android) needs to be upgraded to ensure stable functionality and receive security updates. Drupal 9.5 CMS is considered to be “deprecated,” which means it is no longer recommended for use. To prevent security vulnerabilities, it is necessary to transition to Drupal 10 CMS.

In response to 360GT’s notification, staff worked with the vendor on a scope of services which is reflected in the First Amendment to the Second Letter Agreement (Attachment 3). If approved, 360GT would immediately begin the upgrade work to ensure the City’s website remains consistently available to the public while enhancing security and website performance. The First Amendment would increase the compensation amount of the Second Letter Agreement by $13,8000, bringing the total compensation amount to $33,800.

Since authorizing the agreement to design a new website with Revize on December 17, 2025, staff established a committee of employees from each City department to provide usability suggestions to help design the new website. The new Revize website will include a CMS system that was designed specifically for municipal website content management. The new website will include a completely new layout that enhances usability for the public, an upgraded public master calendar, an advanced ticket system (to replace “Ask Lake Forest”), and a variety of multimedia tools to stream videos, podcasts, and presentations.

Staff recommends the City Council approve the proposed First Amendment with 360GT, which would add $13,800 in compensation to the Second Letter Agreement. If approved, 360GT will immediately begin work to upgrade the existing CMS system.

FISCAL IMPACT:

The proposed First Amendment would increase the compensation amount in the Second Letter Agreement by $13,800, bringing the total compensation amount to $33,800. Sufficient funding exists in the 2023-2025 Operating Budget to cover the costs of the recommended action.

Item: 6
42 ATTACHMENTS:

1. First Letter Agreement with 360GT

2. Second Letter Agreement with 360GT

3. Proposed First Amendment to the Second Letter Agreement with 360GT Initiated By: Jonathan Volzke, Communications and Marketing Manager Submitted By: Sean McGovern, Deputy City Manager
Approved By: Debra Rose, City Manager
Item: 6
43 Item: 6
44 Item: 6
45 Item: 6
46 Item: 6
47 Item: 6
48 Item: 6
49 Item: 6
50 Item: 6
51 Item: 6
52 Item: 6
53 Item: 6
54 Item: 6
55 Item: 6
56 Item: 6
57 Item: 6
58 Item: 6
59 Item: 6
60 Item: 6
61 Item: 6
62 Item: 6
63 Item: 6
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66 Item: 6
67 Item: 6
68 Item: 6
69 Item: 6
70 Item: 6
71 Item: 6
72 Item: 6
73 Item: 6
74 Item: 6
75 Item: 6
76 Item: 6
77 CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/18/2025
DEPARTMENT: Community Development
SUBJECT:
2024 GENERAL PLAN ANNUAL PROGRESS REPORT
RECOMMENDED ACTION(S):

Authorize staff to submit the 2024 General Plan Annual Progress Report to the Governor's Office of Planning and Research and the State’s Housing and Community Development Department.

EXECUTIVE SUMMARY:

Government Code Section 65400 mandates that all cities and counties submit to their legislative bodies an annual report on the status of the General Plan and progress in its implementation, referred to as the Annual Progress Report. The Annual Progress Report must be sent to the Governor’s Office of Planning and Research (“OPR”) and the State’s Housing and Community Development Department (“HCD”) each year. City staff drafted the 2024 Annual Progress Report (Attachment) which provides information on the implementation of the City’s General Plan 2040. The draft Annual Progress Report addresses General Plan Amendments, major approved projects, and the status of the General Plan’s implementation programs in 2024.

BACKGROUND:

Government Code Section 65400 mandates that all cities and counties submit to its legislative bodies an Annual Progress Report on the status of the General Plan and progress in its implementation. The Annual Progress Report is intended as a tool for informing local legislative bodies of the jurisdiction’s effectiveness in implementing its general plan. The Annual Progress Report must be sent to OPR and HCD. The Annual Progress Report gives OPR the opportunity to identify statewide trends in land use decision-making and track how local planning and development activities relate to statewide planning goals and policies. In addition, OPR can track progress on a local jurisdiction’s comprehensive general plan update using information provided in the Annual Progress Report (General Plan Annual Progress Report Guidance-October 6, 2022).

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5 The report must be considered at a public meeting prior to its submission to OPR and HCD by April 1st of each year. This General Plan Annual Progress Report does not include the Housing Element Annual Progress Report, which is a separate document also reviewed by the City Council prior to its submission.

DISCUSSION:

In June of 2020, the Lake Forest City Council approved the “2040 General Plan” and the related Environmental Impact Report (“EIR”). The 2040 General Plan reflects the community’s long-term vision and priorities focusing on new residential and mixed-uses, business development and employment attraction, preservation of natural resources, and enhancing community character and quality of life. The City’s General Plan includes the following 8 elements: land use and design, mobility, economic development, recreation and resources, public safety, public facilities, health and wellness, and housing. Each element contains goals and policies that will guide future decisions within the community and identifies specific implementation actions to ensure the vision and goals of the 2040 General Plan are carried out.

City staff drafted the 2024 Annual Progress Report (Attachment), which includes the following four sections:

I. Introduction
II. General Plan Amendments
III. Major Development Projects Approved
IV. Implementation Program Status by Element
The Introduction section provides an explanation of the State laws and a discussion of the City’s General Plan. The General Plan Amendments section provides information on the 2024 General Plan Amendment approved by City Council for the “Great Scott” project. The “Great Scott” project included a General Plan Amendment, Zone Change, Development Agreement, Tentative Parcel Map, and Use Permit to develop a contractor’s storage yard and open space on two parcels on Linear Lane. The General Plan Amendment changed the Land Use Designation of one of the parcels from Regional Park/Open Space to Urban Industrial-25.

As noted in Section III, the City approved one major project this year, which was a Vesting Tentative Tract Map and Site Development Permit for the subdivision and development of the 57-unit Sequoias Single-Family Neighborhood in the existing Meadows Residential Community. The final section, Implementation Program Status by Element, includes a comprehensive table that identifies the status of all 182 implementation actions in the 2040 General Plan. The table also Item: 7
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5 includes the funding source, responsible party, and timing for each implementation action. A summary of the status of these implementation actions by General Plan element is included in Table 1 of this report.

Table 1: General Plan Implementation Actions (IA) Status General
Plan
Element
# of
IAs Ongoing Completed Initiated
Land Use 20 18 2 0
Mobility 25 24 0 1
Economic
Development 15 13 0 2
Recreation
and
Resources
34 24 2 8
Public Safety 30 24 1 5
Public
Facility 27 18 0 9
Health
Wellness 7 6 1 0
Housing
Element 24 24 0 0
Total 182 150 5 27
Following the City Council’s authorization, staff will send the Annual Progress Report to OPR and HCD.

FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ATTACHMENTS:

Draft General Plan Annual Progress Report
Initiated By: Jennifer Mansur, AICP, Senior Planner
Submitted By: Gayle Ackerman, AICP, Director of Community Development Approved By: Debra Rose, City Manager
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CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/18/2025
DEPARTMENT: Community Development
SUBJECT:
2024 ANNUAL HOUSING ELEMENT PROGRESS REPORT
RECOMMENDED ACTION(S):

Authorize staff to submit the 2024 Annual Housing Element Progress Report to the State Department of Housing and Community Development and the Governor's Office of Planning and Research.

EXECUTIVE SUMMARY:

State law requires the City to prepare an annual progress report (“APR”) on the status and implementation of the City’s General Plan Housing Element. The report must be considered at a public meeting and is required to be submitted to the State Department of Housing and Community Development (“HCD”) and the Governor’s Office of Planning and Research (“OPR”) before April 1st of each year. The form, which is provided by HCD, is an excel workbook file with 14 tables. For the City Council’s review and approval, staff attached a copy (.pdf) of the completed draft 2024 Annual Progress Report to this report (Attachment).

The report includes data on the City’s 2024 entitled, permitted, and completed housing units; information on the City’s affordable housing projects; and an annual status update on each of the City’s Housing Element Programs. In 2024, the City entitled 57 new residential units, issued building permits for 36 units, and 180 units completed construction. The housing units that were issued permits and/or completed construction included single-family detached units, the Mountain View Affordable Apartments, and accessory dwelling units (14 ADUs were permitted and 10 ADUs completed construction). To date, during this Housing Element cycle (2021-2029), the City issued building permits to 894 residential units.

Staff recommends the City Council authorize staff to submit the 2024 Annual Housing Element Progress Report to HCD and OPR.

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BACKGROUND:

The Housing Element is a section of the City’s General Plan that addresses housing needs and conditions within Lake Forest. It identifies goals, policies, and programs that the City uses to guide actions related to housing. Government Code Section 65400 requires all cities and counties to prepare an APR on the status and implementation of their housing elements. The report form is provided by HCD each year. The 2024 APR covers the period from January 1st to December 31st of 2024. The report must be considered at a public meeting and is required to be submitted to HCD and OPR before April 1st of each year. The City Council adopted the 2021-2029 (6th cycle) Housing Element originally on January 4, 2022. Based on comments from HCD, the 6th cycle Housing Element was updated and subsequently adopted by the City Council on August 16, 2022 (first revision) and January 3, 2023 (second and final revision). HCD certified the 2021-2029 Housing Element on February 24, 2023.

DISCUSSION:

The 2024 APR form, which was provided by HCD, is an excel workbook file with 14 tables. For the City Council’s review, staff attached a copy of the completed draft 2024 Annual Progress Report tables to this report (Attachment). The following is a list of the 14 tables in the APR with a summary of the data provided by staff for each table:

Summary Table
The summary table is self-populated and provides a summary of some of the data in Table A2. The table documents that in 2024, the City issued building permits for 36 residential units, 180 units completed construction, all residential units were infill projects (as defined by HCD), one housing application (The Sequoia’s neighborhood at the Meadows community) was deemed completed, 57 residential units were entitled, and no residential units were approved under the SB 35 streamlining provisions. SB 35 provisions would require the City to streamline the planning process for affordable housing projects that meet certain criteria documented in State law.

Table A: Housing Development Applications Submitted
In 2024, the City deemed one housing development application complete. The housing application was Site Development Permit 10-23-5661 for the Sequoias neighborhood at the Meadows Residential Community, which includes 57 new single-family residences. This project was also approved by the Planning Commission in March of 2024.

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Table A2: Annual Building Activity Report Summary- New Construction, Entitled, Permits and Completed Units
This is the largest worksheet in the APR and includes 24 columns of information related to residential units that have been entitled, issued building permits, or completed construction in 2024. The table also includes information about the affordability of the units. In summary, the table indicates that in 2024, the City entitled 57 new residential units, issued building permits for 36 units, and 180 units completed construction. The housing units that were issued permits and/or completed construction included single-family detached units, the Mountain View Affordable Apartments, and accessory dwelling units (14 ADUs were permitted and 10 ADUs completed construction).

Table B: Regional Housing Needs Allocation Progress Permitted Uses Issued by Affordability
Table B illustrates the City’s progress towards the Regional Housing Needs Assessment (“RHNA”) Allocation for Cycle 6. This table is locked by HCD and cannot be modified by staff. The table includes information from the City’s previous APRs and displays the number of units, by income level, permitted by the City each year of the Housing Element cycle (starting on June 30, 2021).

The table compares this data with the City’s Cycle 6 RHNA allocations. Table 1 in this report is a summary of the data in the worksheet:

Table C: Sites Identified or Rezoned to Accommodate Shortfall Housing Need
Table C only needs to be filled out if one or more of the following occurred:
The City identified an unaccommodated need of sites from the previous planning period (Government Code section 65584.09);
The City has a shortfall of sites as identified in the Housing Element (Government Code section 65583, subdivision (c)(1));
Table 1: Summary of Table B (RHNA Progress for Cycle 6) Income Level
RHNA
Allocation by
Income Level
Total Units
Permitted
(6/30/21-
12/31/2024)
Total Remaining
RHNA by Income
level
Very Low 956 86 870
Low 543 89 454
Moderate 559 6 553
Above Moderate 1,178 713 465
Total 3,236 894 2,342
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The City is identifying additional sites required by No Net Loss law (Government Code section 65863).

None of these occurred, therefore, Table C was left blank.

Table D: Program Implementation Status pursuant to GC Section 655583 The City’s current Housing Element includes 24 specific Housing Programs that were adopted with the current 2021-2029 Housing Element (6th cycle). Table D includes each program and includes a brief description of the 2024 status of the implementation of each Program.

Table E: Commercial Development Bonus Approved pursuant to GC Section 65915.7
When a commercial developer that includes an affordable housing component has entered into an agreement for partnered housing (between the commercial developer and the housing developer) to contribute affordable housing through a joint project or two separate projects, the City is required to provide a commercial development bonus. Table E was left blank because the City did not receive any applications for such development and, therefore, has not approved any commercial development bonuses.

Table F: Units Rehabilitated, Preserved and Acquired for Alternative Adequate Sites pursuant to Government Code section 65583.1(c) Table F is an optional table to report existing housing units that were converted to affordable units, or existing affordable units with expired covenants that were preserved as affordable units. This year, the City entered into a purchase and sales agreement with the nonprofit, South County Outreach to preserve the affordability of a single-bedroom condominium located at 20702 El Toro Road, #35. The affordability requirement for the unit was going to expire in 2027. With the new regulatory agreement, South County Outreach is to rent the property to very low-income households for a period of 30 years. Pursuant to Government Code Section 65583.1(c)(2)(C), the preserved unit does not meet the criteria to count this affordable unit towards the City’s RHNA.

Table F2: Above Moderate Income Units Converted to Moderate Income Pursuant to Government Code Section 65400.2
Table F2 is an optional table to report multifamily units that have been converted to deed restricted moderate income housing pursuant to Government Code Section 65400.2 to receive RHNA credit. Table F was left blank because the City did not convert any multifamily units to deed restricted moderate income housing.

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Table G: Locally Owned Lands Included in the Housing Element Sites Inventory that have been sold, leased, or otherwise disposed of Table G was left blank because the City’s current Housing Element Sites Inventory does not include any locally owned lands.

Table H: Locally Owned Surplus Sites
Table H includes the City’s only surplus site, which is a 0.16 acre site on El Toro Road, southwest of Jeronimo Road, (APN: 614-021-31).

Table J: Student housing development for lower income students for which was granted a density bonus pursuant to subparagraph (F) of paragraph (1) of subdivision (b) of Section 65915
Table J reports density bonuses that were approved related to student housing, per new state laws. Table J was left blank because the City did not have any new student housing approved in the City.

Table K: Tenant Preference Policy
Local governments are required to inform HCD about any local tenant preference ordinance when the jurisdiction submits their annual progress report (Government Code 7061 (SB 649, 2022, Cortese)). Within the restrictions of state law, examples of local tenant preferences for affordable housing projects may be local residents that have been displaced or evicted, low-income residents that reside in the neighborhood, or low-income residents that live or work in the City. The City of Lake Forest does not have a local tenant preference policy, as noted in Table K.

LEAP Reporting Table
This table reports the status of projects that were included in the City’s Local Early Action Planning (“LEAP”) Grant application. The City was awarded $300,000 from the LEAP program to be used for the City’s Accessory Dwelling Unit (“ADU”) ordinances, the Mixed-Use Zoning Ordinance, and the Housing and Safety Element Updates. In 2023, the State provided the reimbursement LEAP grant funds to the City. However, per an email from HCD, this information was still requested to be included in the 2024 APR.

Staff recommends that the City Council authorize staff to submit the Annual Housing Element Progress Report to HCD and OPR. The APR would be submitted electronically to both agencies.

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FISCAL IMPACT:

There is no fiscal impact associated with the recommended action.

ATTACHMENTS:

Draft 2024 Annual Housing Element Progress Report
Initiated By: Jennifer Mansur, AICP, Senior Planner
Submitted By: Gayle Ackerman, AICP, Director of Community Development Approved By: Debra Rose, City Manager
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Table A2
Streamlining Infill
Housing without
Financial Assistance or
Deed Restrictions
Term of
Affordability or
Deed Restriction
Notes
23 56 89 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit
Category
(SFA,SFD,2
to
4,5+,ADU,MH)
Tenure
R=Renter
O=Owner
Very Low-
Income Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Entitlement
Date
Approved
# of Units
issued
Entitlements
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Building
Permits Date
Issued
# of Units Issued
Building Permits
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Certificates of
Occupancy or other
forms of readiness
(see instructions)
Date Issued
# of Units
issued
Certificates
of Occupancy
or other
forms of
readiness
How many of
the units
were
Extremely
Low Income?
Please select the
state
streamlining
provision the
project was

APPROVED
pursuant to.
(may select
multiple)
Infill Units?
Y/N
+
Assistance
Programs for Each
Development
(may select
multiple - see
instructions)
Deed Restriction
Type
(may select
multiple - see
instructions)
For units affordable
without financial
assistance or deed
restrictions, explain how
the locality determined
the units were affordable
(see instructions)
Term of Affordability
or Deed Restriction
(years) (if affordable
in perpetuity enter
1000)+
Number of
Demolished/Destro
yed Units
Demolished
or Destroyed
Units
Demolished/
Destroyed
Units
Owner or
Renter
Total Density Bonus
Applied to the Project
(Percentage Increase in
Total Allowable Units or
Total Maximum
Allowable Residential
Gross Floor Area)
Number of Other
Incentives,
Concessions,
Waivers, or Other
Modifications
Given to the
Project (Excluding
Parking Waivers or
Parking
Reductions)
List the
incentives,
concessions,
waivers, and
modifications
(Excluding
Parking Waivers
or Parking
Modifications)
Did the project
receive a reduction
or waiver of parking
standards? (Y/N)
Notes+
Summary Row: Start Data Entry Below 0 0 0 0 0 0 57 57 0 0 0 12 0 2 22 36 70 0 0 10 0 0 100 180 0 0 606-333-26 1562 SUNSET VIEW DR PORTOLA CENTER R ESB-03-15-15130 SFD O 0 0 1 5/7/2024 1 0 NONE Y 617-161-31 24233 GRAYSTON R ESB-04-21-46492 ADU R 0
01 4/18/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
612-226-04 131 WILD FLOWER THE MEADOWS R ESB-06-21-47675 SFD O 0 0 1 5/17/2024 1 0 NONE Y 612-226-05 141 WILD FLOWER THE MEADOWS R ESB-06-21-47677 SFD O 0 0 1 5/17/2024 1 0 NONE Y 612-226-06 151 WILD FLOWER THE MEADOWS R ESB-06-21-47678 SFD O 0 0 1 5/17/2024 1 0 NONE Y 612-271-71 100 LONGDEN THE MEADOWS R ESB-06-21-47526 SFD O 0 0 1 2/13/2024 1 0 NONE Y 612-271-72 110 LONGDEN THE MEADOWS R ESB-06-21-47535 SFD O 0 0 1 2/13/2024 1 0 NONE Y 612-271-73 120 LONGDEN THE MEADOWS R ESB-06-21-47538 SFD O 0 0 1 2/13/2024 1 0 NONE Y 612-223-23 180 AMBER OAK THE MEADOWS R ESB-06-21-47798 SFD O 0 0 1 3/20/2024 1 0 NONE Y 612-223-24 190 AMBER OAK THE MEADOWS R ESB-06-21-47797 SFD O 0 0 1 3/20/2024 1 0 NONE Y 612-223-25 200 AMBER OAK THE MEADOWS R ESB-06-21-47812 SFD O 0 0 1 3/20/2024 1 0 NONE Y 612-223-28 230 AMBER OAK THE MEADOWS R ESB-07-21-48138 SFD O 0 0 1 3/20/2024 1 0 NONE Y 612-223-29 240 AMBER OAK THE MEADOWS R ESB-07-21-48176 SFD O 0 0 1 3/20/2024 1 0 NONE Y 612-223-30 250 AMBER OAK THE MEADOWS R ESB-07-21-48142 SFD O 0 0 1 3/20/2024 1 0 NONE Y 612-225-04 131 PARKLAND ALLEY THE MEADOWS R ESB-06-21-47694 SFD O 0 0 1 4/9/2024 1 0 NONE Y 612-225-05 141 PARKLAND ALLEY THE MEADOWS R ESB-06-21-47693 SFD O 0 0 1 4/9/2024 1 0 NONE Y 612-225-06 151 PARKLAND ALLEY THE MEADOWS R ESB-06-21-47698 SFD O 0 0 1 4/9/2024 1 0 NONE Y 617-441-23 24551 RAYMOND WAY MOUNTAIN VIEW R ESB-08-21-48812 5+ R 0 07 0 1
3/21/2024
71 0 NONE Y LHTF, LIHTC, SNHP,
Other DB 55 0.0%
4 Development
Standards
Modification
No
Other funding sources
include City/County
Loans. Deed restriction
per City's affordable
housing loan and
agreement
617-027-03 21050 PASEO VEREDA R ESB-03-22-53289 ADU R 0 01 5/29/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
613-722-13 21067 BARCLAY LN R ESB-01-22-51886 ADU R 0
01 8/20/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
617-023-06 24753 PENFIELD ST R ESB-07-22-55226 ADU R 0
01 1/3/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
612-224-06 101 REYES ALLEY THE MEADOWS R ESB-03-23-59392 SFD O 0 0 1 2/16/2024 1 0 NONE Y 612-224-30 150 REYES ALLEY THE MEADOWS R ESB-03-23-59397 SFD O 0 0 1 2/16/2024 1 0 NONE Y 612-224-02 141 REYES ALLEY THE MEADOWS R ESB-03-23-59396 SFD O 0 0 1 2/20/2024 1 0 NONE Y 612-224-01 151 REYES ALLEY THE MEADOWS R ESB-03-23-59390 SFD O 0 0 1 2/20/2024 1 0 NONE Y 612-224-05 111 REYES ALLEY THE MEADOWS R ESB-03-23-59395 SFD O 0 0 1 2/21/2024 1 0 NONE Y 612-224-29 140 REYES ALLEY THE MEADOWS R ESB-03-23-59393 SFD O 0 0 1 2/21/2024 1 0 NONE Y 612-227-37 390 RIVERBEND THE MEADOWS R ESB-02-23-59172 SFD O 0 0 1 1/10/2024 1 0 NONE Y 612-227-36 400 RIVERBEND THE MEADOWS R ESB-02-23-59169 SFD O 0 0 1 1/10/2024 1 0 NONE Y 612-227-35 410 RIVERBEND THE MEADOWS R ESB-02-23-59177 SFD O 0 0 1 1/10/2024 1 0 NONE Y 612-227-38 380 RIVERBEND THE MEADOWS R ESB-02-23-59178 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-227-16 381 RIVERBEND THE MEADOWS R ESB-02-23-59176 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-227-19 391 RIVERBEND THE MEADOWS R ESB-02-23-59173 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-227-41 350 RIVERBEND THE MEADOWS R ESB-02-23-59179 SFD O 0 0 1 2/5/2024 1 0 NONE Y 612-227-12 351 RIVERBEND THE MEADOWS R ESB-02-23-59175 SFD O 0 0 1 2/5/2024 1 0 NONE Y 612-227-40 360 RIVERBEND THE MEADOWS R ESB-02-23-59174 SFD O 0 0 1 2/5/2024 1 0 NONE Y 612-227-13 361 RIVERBEND THE MEADOWS R ESB-02-23-59171 SFD O 0 0 1 2/5/2024 1 0 NONE Y 612-227-39 370 RIVERBEND THE MEADOWS R ESB-02-23-59170 SFD O 0 0 1 2/5/2024 1 0 NONE Y 612-225-27 100 PARKLAND ALLEY THE MEADOWS R ESB-03-23-59533 SFD O 0 0 1 3/26/2024 1 0 NONE Y 612-225-28 110 PARKLAND ALLEY THE MEADOWS R ESB-03-23-59529 SFD O 0 0 1 3/26/2024 1 0 NONE Y 612-225-29 120 PARKLAND ALLEY THE MEADOWS R ESB-03-23-59532 SFD O 0 0 1 3/26/2024 1 0 NONE Y 612-225-30 130 PARKLAND ALLEY THE MEADOWS R ESB-03-23-59536 SFD O 0 0 1 3/26/2024 1 0 NONE Y 612-229-15 180 RIVERBEND THE MEADOWS R ESB-06-23-60579 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-229-16 190 RIVERBEND THE MEADOWS R ESB-06-23-60581 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-229-17 200 RIVERBEND THE MEADOWS R ESB-06-23-60583 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-229-18 210 RIVERBEND THE MEADOWS R ESB-06-23-60580 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-229-19 220 RIVERBEND THE MEADOWS R ESB-06-23-60578 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-229-20 230 RIVERBEND THE MEADOWS R ESB-06-23-60582 SFD O 0 0 1 1/11/2024 1 0 NONE Y 612-225-01 101 PARKLAND ALLEY THE MEADOWS R ESB-05-23-60111 SFD O 0 0 1 4/15/2024 1 0 NONE Y 612-225-03 121 PARKLAND ALLEY THE MEADOWS R ESB-05-23-60106 SFD O 0 0 1 4/15/2024 1 0 NONE Y 612-225-02 111 PARKLAND ALLEY THE MEADOWS R ESB-05-23-60107 SFD O 0 0 1 4/16/2024 1 0 NONE Y 612-271-27 101 LONGDEN THE MEADOWS R ESB-03-23-59540 SFD O 0 0 1 2/13/2024 1 0 NONE Y 612-271-25 121 LONGDEN THE MEADOWS R ESB-03-23-59541 SFD O 0 0 1 2/13/2024 1 0 NONE Y 612-271-26 111 LONGDEN THE MEADOWS R ESB-03-23-59538 SFD O 0 0 1 2/15/2024 1 0 NONE Y 612-271-74 130 LONGDEN THE MEADOWS R ESB-03-23-59539 SFD O 0 0 1 2/15/2024 1 0 NONE Y 612-271-75 140 LONGDEN THE MEADOWS R ESB-03-23-59537 SFD O 0 0 1 2/15/2024 1 0 NONE Y 612-226-64 161 BEAR LEAF THE MEADOWS RESB-06-23- 60616 SFD O 0 0 1 4/4/2024 1 0 NONE Y 612-227-10 171 BEAR LEAF THE MEADOWS RESB-06-23- 60645 SFD O 0 0 1 4/4/2024 1 0 NONE Y 612-227-09 181 BEAR LEAF THE MEADOWS RESB-06-23- 60636 SFD O 0 0 1 4/4/2024 1 0 NONE Y 612-227-08 191 BEAR LEAF THE MEADOWS RESB-06-23- 60646 SFD O 0 0 1 4/4/2024 1 0 NONE Y 612-227-07 201 BEAR LEAF THE MEADOWS RESB-06-23- 60617 SFD O 0 0 1 4/4/2024 1 0 NONE Y 612-227-06 211 BEAR LEAF THE MEADOWS RESB-06-23- 60644 SFD O 0 0 1 4/4/2024 1 0 NONE Y 612-229-24 151 RIVERBEND THE MEADOWS R ESB-08-23-61229 SFD O 0 0 1 2/1/2024 1 0 NONE Y 612-229-13 160 RIVERBEND THE MEADOWS R ESB-08-23-61230 SFD O 0 0 1 2/1/2024 1 0 NONE Y 612-229-23 161 RIVERBEND THE MEADOWS R ESB-08-23-61227 SFD O 0 0 1 2/1/2024 1 0 NONE Y 612-229-14 170 RIVERBEND THE MEADOWS R ESB-08-23-61228 SFD O 0 0 1 2/1/2024 1 0 NONE Y 612-229-22 171 RIVERBEND THE MEADOWS R ESB-08-23-61226 SFD O 0 0 1 2/1/2024 1 0 NONE Y 612-226-65 160 ORANGE GROVE THE MEADOWS R ESB-08-23-61217 SFD O 0 0 1 4/23/2024 1 0 NONE Y 612-227-01 170 ORANGE GROVE THE MEADOWS R ESB-08-23-61221 SFD O 0 0 1 4/23/2024 1 0 NONE Y 612-227-03 190 ORANGE GROVE THE MEADOWS R ESB-08-23-61220 SFD O 0 0 1 4/29/2024 1 0 NONE Y 612-227-04 200 ORANGE GROVE THE MEADOWS R ESB-08-23-61216 SFD O 0 0 1 4/29/2024 1 0 NONE Y 612-223-26 210 AMBER OAK THE MEADOWS R ESB-08-23-61318 SFD O 0 0 1 4/3/2024 1 0 NONE Y 612-223-27 220 AMBER OAK THE MEADOWS R ESB-08-23-61322 SFD O 0 0 1 4/3/2024 1 0 NONE Y 612-229-10 130 RIVERBEND THE MEADOWS R ESB-08-23-61328 SFD O 0 0 1 3/6/2024 1 0 NONE Y 612-229-26 131 RIVERBEND THE MEADOWS R ESB-08-23-61325 SFD O 0 0 1 3/6/2024 1 0 NONE Y 612-229-12 150 RIVERBEND THE MEADOWS R ESB-08-23-61326 SFD O 0 0 1 3/6/2024 1 0 NONE Y 612-227-48 280 RIVERBEND THE MEADOWS R ESB-08-23-61372 SFD O 0 0 1 5/9/2024 1 0 NONE Y 612-227-47 290 RIVERBEND THE MEADOWS R ESB-08-23-61369 SFD O 0 0 1 5/9/2024 1 0 NONE Y 612-227-50 260 RIVERBEND THE MEADOWS R ESB-08-23-61374 SFD O 0 0 1 5/21/2024 1 0 NONE Y 612-227-52 240 RIVERBEND THE MEADOWS R ESB-08-23-61373 SFD O 0 0 1 5/23/2024 1 0 NONE Y 612-227-51 250 RIVERBEND THE MEADOWS R ESB-08-23-61371 SFD O 0 0 1 5/23/2024 1 0 NONE Y 612-227-49 270 RIVERBEND THE MEADOWS R ESB-08-23-61370 SFD O 0 0 1 5/24/2024 1 0 NONE Y 614-283-10 25583 HAZELNUT LN. R ESB-05-23-60436 ADU R 0 01 9/17/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
612-229-09 120 RIVERBEND THE MEADOWS R ESB-08-23-61365 SFD O 0 0 1 3/20/2024 1 0 NONE Y 612-229-27 121 RIVERBEND THE MEADOWS R ESB-08-23-61367 SFD O 0 0 1 3/20/2024 1 0 NONE Y 612-226-62 141 BEAR LEAF THE MEADOWS RESB-08-23- 61461 SFD O 0 0 1 6/24/2024 1 0 NONE Y 612-226-63 151 BEAR LEAF THE MEADOWS RESB-08-23- 61458 SFD O 0 0 1 6/24/2024 1 0 NONE Y 612-226-68 130 ORANGE GROVE THE MEADOWS R ESB-08-23-61460 SFD O 0 0 1 6/25/2024 1 0 NONE Y 612-226-61 131 BEAR LEAF THE MEADOWS RESB-08-23- 61456 SFD O 0 0 1 6/25/2024 1 0 NONE Y 612-226-67 140 ORANGE GROVE THE MEADOWS R ESB-08-23-61457 SFD O 0 0 1 6/25/2024 1 0 NONE Y 612-226-66 150 ORANGE GROVE THE MEADOWS R ESB-08-23-61459 SFD O 0 0 1 6/25/2024 1 0 NONE Y 612-228-36 100 ROYAL THE MEADOWS R ESB-10-23-62056 SFD O 0 0 1 4/25/2024 1 0 NONE Y 612-228-35 180 EVERGREEN WAY THE MEADOWS RESB-10-23- 62053 SFD O 0 0 1 4/25/2024 1 0 NONE Y 612-228-43 101 SWEET JUNIPER THE MEADOWS R ESB-10-23-62054 SFD O 0 0 1 4/26/2024 1 0 NONE Y 612-228-42 111 SWEET JUNIPER THE MEADOWS R ESB-10-23-62057 SFD O 0 0 1 4/26/2024 1 0 NONE Y 612-228-41 121 SWEET JUNIPER THE MEADOWS R ESB-10-23-62052 SFD O 0 0 1 4/26/2024 1 0 NONE Y 612-226-58 101 BEAR LEAF THE MEADOWS RESB-09-23- 61671 SFD O 0 0 1 7/10/2024 1 0 NONE Y 612-226-59 111 BEAR LEAF THE MEADOWS RESB-09-23- 61746 SFD O 0 0 1 7/10/2024 1 0 NONE Y 612-226-69 120 ORANGE GROVE THE MEADOWS R ESB-09-23-61669 SFD O 0 0 1 7/10/2024 1 0 NONE Y 612-226-60 121 BEAR LEAF THE MEADOWS RESB-09-23- 61743 SFD O 0 0 1 7/10/2024 1 0 NONE Y 612-226-70 110 ORANGE GROVE THE MEADOWS R ESB-09-23-61745 SFD O 0 0 1 7/12/2024 1 0 NONE Y 612-226-52 150 WILD FLOWER THE MEADOWS R ESB-09-23-61744 SFD O 0 0 1 7/12/2024 1 0 NONE Y 612-226-01 101 WILD FLOWER THE MEADOWS R ESB-11-23-62308 SFD O 0 0 1 7/18/2024 1 0 NONE Y 612-226-02 111 WILD FLOWER THE MEADOWS R ESB-11-23-62310 SFD O 0 0 1 8/5/2024 1 0 NONE Y 612-226-03 121 WILD FLOWER THE MEADOWS R ESB-11-23-62309 SFD O 0 0 1 8/5/2024 1 0 NONE Y 617-441-27 24523 RAYMOND WAY RESB-03-23-59560 ADU R 0
1 3/1/2024
11 10/8/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
617-441-27 24525 RAYMOND WAY RESB-03-23-59561 ADU R 0
1 3/1/2024
11 10/8/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
617-221-10 24475 PENFIELD ST RESB-09-23-61555 ADU R 0
1 3/7/2024
11 10/7/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
613-091-38 25413 MINA CT R ESB-01-24-62868 ADU R 0
1 3/11/2024
1 0 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
617-401-08 22740 AVALON ST R ESB-05-23-60290 ADU R 0
1 3/22/2024
1 0 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
606-333-29 1592 SUNSET VIEW DRIVE PORTOLA CENTER R ESB-03-22-53014 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-522-36 5702 SUNRISE RIDGE LN PORTOLA CENTER R ESB-03-22-53004 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-522-35 5712 SUNRISE RIDGE LN PORTOLA CENTER R ESB-03-22-52972 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-531-68 5722 SUNRISE RIDGE LN PORTOLA CENTER R ESB-03-22-53003 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-531-67 5732 SUNRISE RIDGE LN PORTOLA CENTER R ESB-03-22-53011 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-531-66 5742 SUNRISE RIDGE LANE PORTOLA CENTER R ESB-03-22-52971 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-531-65 5752 SUNRISE RIDGE LN PORTOLA CENTER R ESB-03-22-53023 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-531-64 5762 SUNRISE RIDGE LN PORTOLA CENTER R ESB-03-22-53024 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-531-36 5772 SUNRISE RIDGE LN PORTOLA CENTER R ESB-03-22-53022 SFD O 0 1 4/5/2024 1 0 0 NONE Y 606-531-26 5782 SUNRISE RIDGE LN PORTOLA CENTER R ESB-03-22-53017 SFD O 0 1 4/5/2024 1 0 0 NONE Y 610-712-24 613 SERRANO SUMMIT DR R ESB-05-23-60295 ADU R 0 1 5/3/2024
1 0 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
617-164-18 24150 LAULHERE PL R ESB-11-23-62171 ADU R 0
1 5/24/2024
1 0 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
617-452-06 23958 SWAN DR RESB-11-23-62405 ADU R 0
1 6/4/2024
11 9/30/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
601-233-36 26 BALISE LANE RESB-04-24-63527 ADU R 0
1 6/27/2024
11 12/10/2024
1 0 NONE Y
Rental estimate based on
OCCOG ADU Calculator and
affordability per HCD Affordability
Calculator
619-034-03 24276 BARK ST R ESB-03-24-63391 ADU R 0 1 8/26/2024 1 0 0 NONE Y Affordability based on rental survey submitted by owner
614-251-01 21833 ZUNI DR R ESB-07-24-64381 ADU R 0 1 9/18/2024 1 0 0 NONE Y Affordability based on rental survey submitted by owner
606-551-23 5767 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64921 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-551-14 5777 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64907 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-551-15 5787 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64924 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-551-16 5797 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64920 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-351-60 5802 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64938 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-551-17 5807 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64925 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-531-59 5812 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64941 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-551-18 5817 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64906 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-531-58 5822 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64940 SFD O 0 1 10/8/2024 1 0 0 NONE Y 606-551-19 5827 SUNRISE RIDGE LN PORTOLA CENTER R ESB-08-24-64923 SFD O 0 1 10/8/2024 1 0 0 NONE Y Density Bonus
1 Unit Types Affordability by Household Incomes - Completed Entitlement Affordability by Household Incomes - Building Permits Affordability by Household Incomes - Certificates of Occupancy 4 7 10
Housing with Financial
Assistance and/or Deed
Restrictions
Demolished/Destroyed UnitsProject Identifier
Annual Building Activity Report Summary - New Construction, Entitled, Permits and Completed Units Streamlining Infill
Housing without
Financial Assistance or
Deed Restrictions
Term of
Affordability or
Deed Restriction
Notes
23 56 89 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit
Category
(SFA,SFD,2
to
4,5+,ADU,MH)
Tenure
R=Renter
O=Owner
Very Low-
Income Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Entitlement
Date
Approved
# of Units
issued
Entitlements
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Building
Permits Date
Issued
# of Units Issued
Building Permits
Very Low-
Income
Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low-
Income
Deed
Restricted
Low-
Income
Non Deed
Restricted
Moderate-
Income
Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Certificates of
Occupancy or other
forms of readiness
(see instructions)
Date Issued
# of Units
issued
Certificates
of Occupancy
or other
forms of
readiness
How many of
the units
were
Extremely
Low Income?
Please select the
state
streamlining
provision the
project was

Item: 8
157

Item: 8
158

Item: 8
159

Item: 8
160

Item: 8
161

Item: 8
162

Item: 8
163

Jurisdiction Lake Forest ANNUAL ELEMENT PROGRESS REPORT Note: "+" indicates an
optional field
Reporting
Period 2024 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning
Period 6th Cycle 10/15/2021 - 10/15/2029
Notes
23 6
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit
Category
(2 to 4,5+)
Tenure
R=Renter
Very Low-
Income Deed
Restricted
Very Low-
Income
Non Deed
Restricted
Low- Income Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Total Moderate Income
Units Converted from
Above Moderate
Date
Converted Notes
Summary Row: Start Data Entry Below 00 0 0 0 0 0 0
Table F2
Above Moderate Income Units Converted to Moderate Income Pursuant to Government Code section 65400.2 For up to 25 percent of a jurisdiction’s moderate-income regional housing need allocation, the planning agency may include the number of units in an existing multifamily building that were converted to deed-restricted rental housing for moderate-income households by the imposition of affordability covenants and restrictions for the unit. Before adding information to this table, please ensure housing developments meet the requirements described in Government Code 65400.2(b). 5 Project Identifier Unit Types
1 4
Affordability by Household Incomes After Conversion Units credited toward Moderate Income RHNA
Item: 8
165

Item: 8
166

Jurisdiction Lake Forest ANNUAL ELEMENT PROGRESS REPORT Reporting
Period 2024
(Jan. 1 - Dec.
31) Housing Element Implementation
Planning
Period 6th Cycle 10/15/2021 - 10/15/2029
Project Type Date
Units
(Beds/Student
Capacity)
Notes
23 5 6
APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Unit Category
(SH - Student
Housing)
Date
Very Low-
Income Deed
Restricted
Very Low-
Income Non
Deed
Restricted
Low- Income
Deed
Restricted
Low- Income
Non Deed
Restricted
Moderate-
Income Deed
Restricted
Moderate-
Income Non
Deed
Restricted
Above
Moderate-
Income
Total Additional
Beds Created Due
to Density Bonus
Notes
Summary Row: Start Data Entry Below
Note: "+" indicates an optional field
Cells in grey contain auto-calculation formulas
Table J
Student housing development for lower income students for which was granted a density bonus pursuant to subparagraph (F) of paragraph (1) of subdivision (b) of Section 65915 Project Identifier Units (Beds/Student Capacity) Approved 1 4
NOTE: STUDENT HOUSING WITH DENSITY BONUS
ONLY. This table only needs to be completed if there
were student housing projects WITH a density bonus
approved pursuant to Government
Code65915(b)(1)(F)
Annual Progress Report January 2020
Item: 8
168

Item: 8
169

CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/18/2025
DEPARTMENT: Public Works
SUBJECT:

NOTICE OF COMPLETION FOR TRABUCO ROAD REHABILITATION
PROJECT FROM BAKE PARKWAY TO PEACHWOOD (24S01B), ASCENSION MEDIAN IMPROVEMENTS (24S03), AND LAKE FOREST DRIVE

REHABILITATION FROM BAKE PARKWAY TO PORTOLA PARKWAY
(24S01C)
RECOMMENDED ACTION(S):

1. Find that All American Asphalt, Inc. has completed construction of the Trabuco Road Rehabilitation Project from Bake Parkway to Peachwood (24S01B), Ascension Median Improvements (24S03), and Lake Forest Drive Rehabilitation from Bake Parkway to Portola Parkway (24S01C).

2. Approve the Notice of Completion and authorize the Mayor to execute the document on behalf of the City.

3. Authorize the City Clerk to submit Notice of Completion for recordation to the Office of the County Recorder of Orange County within fifteen days of the City Council approval, as required by Section 9204 of the California Civil Code.

4. Authorize staff to release any unencumbered retention in accordance with California law.

EXECUTIVE SUMMARY:

At the February 6, 2024 City Council meeting, a construction contract in the amount of $4,688,688 was awarded to All American Asphalt, Inc. (“AAA”) for the Trabuco Road Rehabilitation from Bake Parkway to Peachwood (24S01B), Ascension Median Improvements (24S03), and Lake Forest Drive Rehabilitation from Bake Parkway to Portola Parkway (24S01C), collectively referred to as the “Project.” The Project’s scope of work primarily included the resurfacing of Trabuco Road from Bake Parkway to Peachwood and Lake Forest Drive from Bake Parkway to Portola Parkway. Additionally, the Project included improvements to the concrete median on Trabuco Road at the entrance to Ascension Cemetery, resurfaced the asphalt trail that runs adjacent to Trabuco Road from Paseo Sombra to Peachwood, constructed concrete curb ramp Item: 9
170

improvements, installed video detection at signalized intersections along Trabuco Road from Bake Parkway to Peachwood, and replaced all existing traffic striping within the Project limits.

Staff issued the Notice to Proceed with construction of the Project on June 12, 2024. The Project was inspected and deemed substantially complete by November 14, 2024. Since that time, City staff have been working with AAA and its subcontractors and the last punchlist item was completed on March 4, 2025.

Contract Change Order No. 1 (“CCO #1”) was approved by the City Manager on March 5, 2025, and included six items as further described below. The final inspection of the Project has confirmed that AAA completed the contract scope of work and addressed all punchlist items. The progress payments to AAA have been processed, and the Notice of Completion is now ready to be executed by the City and recorded with the County of Orange. Staff recommends the City Council approve the Notice of Completion (Attachment 1) and direct staff to release any unencumbered retention in accordance with California law.

Sufficient funding exists in the General Fund (Capital), M2 Fund, and RMRA SB1 Fund for the recommended action.

BACKGROUND:

The City has an established annual street maintenance program to slurry seal and asphalt overlay public streets. As a requirement of OCTA’s Measure M2 funding, the City utilizes a pavement management system to evaluate and score the condition of each street biannually utilizing a Pavement Condition Index (“PCI”). The pavement management system provides recommendations to maintain a street’s condition based on the PCI rating. The overall PCI for the entire City is 77, which is “Good” on a scale of 0-100, with 100 being a new street.

On February 6, 2024, the City Council awarded a contract to AAA in the amount of $4,688,688 to construct the Project. Construction of the Project began on June 12, 2024 and was substantially complete by November 14, 2024. The City Manager approved CCO #1 on March 5, 2025, which resulted in a total savings of $212,108.20 as described below. The Project advanced the City’s goal of maintaining a “Good” rating (PCI of 75 points or more) for its streets by resurfacing Trabuco Road from Bake Parkway to Peachwood and Lake Forest Drive from Bake Parkway to Portola Parkway.

Item: 9
171

DISCUSSION:

Contract Change Order No. 1 (“CCO #1”) was approved by the City Manager on March 5, 2025, which included additional non-compensatory working days, credits and charges related to Video Detection System (“VDS”) equipment and landscape restoration, and various quantity adjustments based on field conditions. The adjustments approved by CCO #1 equated to a total Project savings of $212,108.20, resulting in a revised total contract amount of $4,476,579.80.

The Notice of Completion establishes a date that limits the time subcontractors and material vendors may file stop notices or liens against the Project. Following City Council approval, the City Clerk must submit the Notice of Completion to the Orange County Clerk Recorder within fifteen (15) days of the City Council’s action, as required by Section 9204 of the California Civil Code. Following approval and recordation, the Notice of Completion establishes a 30-day period for the subcontractors and material vendors to file stop payment notices and initiates the start date for the warranty period. Since the work has been completed and accepted by the City, staff recommends the City Council approve the Notice of Completion and release the retention payment thirty (30) days after the recordation of the Notice of Completion, providing there are no stop notices for the Project on file with the City.

Approving the recommended action would find the Project complete, authorize the Mayor and City Clerk to sign the Notice of Completion, and allow staff to release any unencumbered retention in accordance with California law.

FISCAL IMPACT:

The recommended action would find the Project complete and allow staff to release any unencumbered retention in accordance with California law. Applying the credits received from CCO #1 netted in a Project savings of $212,108.20 resulting in a revised total contract cost of $4,476,579.80. Sufficient funding exists in the General Fund (Capital), M2 Fund, and RMRA SB1 Fund for the recommended action.

ATTACHMENTS:

1. Notice of Completion for the Trabuco Road Rehabilitation Project from Bake Parkway to Peachwood (24S01B), Ascension Median Improvements (24S03), and Lake Forest Drive Rehabilitation from Bake Parkway to Portola Parkway (24S01C)
Item: 9
172

Initiated By: Jonathan Claudio, Principal Civil Engineer Submitted By: Thomas Wheeler, P.E., Director of Public Works/City Engineer Approved By: Debra Rose, City Manager
Item: 9
173

Item: 9
174

Item: 9
175

CITY COUNCIL AGENDA REPORT
MEETING DATE: 3/18/2025
DEPARTMENT: City Manager
SUBJECT:

APPROVAL OF AN AFFORDABLE HOUSING LOAN AGREEMENT WITH

NATIONAL COMMUNITY RENAISSANCE FOR THE ASPAN COURT

AFFORDABLE HOUSING PROJECT
RECOMMENDED ACTION(S):

Approve a Resolution titled: “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LAKE FOREST, CALIFORNIA, APPROVING AN AFFORDABLE

HOUSING AGREEMENT BETWEEN THE CITY OF LAKE FOREST, THE LAKE

FOREST HOUSING AUTHORITY AND NATIONAL COMMUNITY
RENAISSANCE”
EXECUTIVE SUMMARY:

On September 14, 2023, the City of Lake Forest (“City”) issued a Notice of Funding Availability (“NOFA”) to develop housing affordable to lower-income households within the community. The NOFA was issued to enable the selection of a qualified development partner and identified approximately $3.35 million in Affordable Housing In-Lieu Funds to support the project. In March 2024, the City approved an Exclusive Negotiation Agreement (“ENA”) with National Community Renaissance (“National CORE”) to develop housing affordable to lower-income households.

During its search for a site, National CORE identified gaps in funding and inquired if additional funds could be made available for development. Staff identified additional funds in the Lake Forest Housing Authority (“Authority”) and negotiated the addition of a dedicated room with its own entrance and restroom for Lake Forest Police Services to use for report writing and as a breakroom.

National CORE agreed to provide a dedicated space in exchange for additional funding totaling $4.35 million.

Subject to formal approvals, the City and Authority may commit a total of $4.35 million of the City’s Affordable Housing In Lieu Fees and the Authority’s Low and Moderate Income Housing Asset Fund for the development of this project.

As a condition of its loan, National CORE is required to provide evidence of an executed affordable housing agreement with the City. The Affordable Housing Item: 10
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Agreement (“Agreement”) serves to clarify the performance obligations of the City and National CORE, and outlines long-term covenants recorded against the property (55-years), tenant restrictions, negotiated project enhancements, prescribed rent levels, and a property management plan.

The Agreement also stipulates the legal terms and conditions for the City and Authority loan. Staff recommend that the City Council approve a resolution (Attachment), subsequently approving the Agreement between the City, Authority, and National CORE, to advance development of the proposed affordable housing project named the Aspan Court Project. The proposed Agreement functions in the same manner as the Affordable Housing and Loan Agreement that the City executed with National CORE in 2020 for the Mountain View Affordable Project.

BACKGROUND:

General Plan Update/Housing Element/Goals
In 2018, the City began working toward updating its General Plan. The General Plan is a long-term policy document which identifies the community’s vision for the future and provides a framework to guide decisions on growth, development, and conservation of open space and resources. The General Plan was developed with extensive community outreach and public participation including visioning workshops, pop-up events, online surveys and polls, City Council briefings, community open houses, a dedicated website, and more. In addition, there was a General Plan Advisory Committee which consisted of 18 residents, homeowners, association representatives, business leaders, representatives from the school district, and commissioners. The General Plan Advisory Committee met more than ten times between September 2018 and September 2019 to identify key issues and challenges over the ensuing 20 years. The General Plan Update was adopted by the City Council in June 2020.

An element of a General Plan is Land Use. As residential and nonresidential development continues, the Land Use Element guides where growth and development will occur in the city. The Land Use Element identifies five mixed use development focus areas in the city. These areas include Land Use designations Mixed Use 32 and 43. These designations allow a maximum density of 32 and 43 dwelling units per net acre of land for residential projects.

The City’s Housing Element Update for the 2021-2029 planning period was submitted to the California Department of Housing and Community Development (“HCD”) and was certified by HCD on February 24, 2023. The Housing Element provides a comprehensive demographic community profile of the city, including Item: 10
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population, age, race/ethnicity, income, housing tenure, and employment. The Housing Element outlines goals that guide local housing policies and actions, including:
Goal 1: Adequate housing to meet the existing and future needs of Lake Forest residents.
Goal 2: Maintenance and enhancement of the quality of existing residential neighborhoods.
Goal 3: Increased opportunity for home ownership.
Goal 4: Promote equal opportunity for all residents to reside in housing of their choice.

The Aspan Court Project is located in Mixed Use Zone 43 and is considered a "by right" project. This means it can be built without requiring any discretionary approvals from the City as long as it adheres to all objective development and design standards in the City’s Code and State laws.

Affordable Housing Trust Fund/Developer In-Lieu Fees
Between 2008-2015, the City entered into Development Agreements with nine landowners for new housing developments in the city. The Development Agreements include Affordable Housing Implementation Plans that are consistent with the City’s goal to incorporate a minimum of 15% affordable units in new developments. Given the specific housing development’s site size, product type, and land constraints, some landowners are required to pay In-Lieu Fees versus constructing the affordable housing units on site. All affordable housing units developed with this funding source must be income restricted for at least 30 years.

Housing Authority Low- and Moderate-Income Housing Asset Fund The Low- and Moderate-Income Housing Asset Fund (“Housing Asset Fund”) houses all former Lake Forest Redevelopment Agency housing assets and is subject to expenditure requirements detailed in Health and Safety Code (“HSC”) Section 34176.1. The Authority oversees expenditure of the Housing Asset Fund.

Housing Asset Funds may be used on a variety of project development costs, but may not be used for maintenance or operation activities. No more than 20% of the available funds may be spent on households earning 60% to 80% (Low Income) of the Area Median Income (“AMI”) and at least 30% of the funds must be spent on rental households earning 30% (Extremely Low) or less of the AMI.

All affordable housing units developed with this funding source must be income restricted for at least 15-years for mutual self-help units, 45-years for home ownership units, and 55-years for rental units.

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DISCUSSION:

Staff worked with the City Attorney’s Office to negotiate and prepare the proposed Agreement between the City, Authority, and National CORE. The proposed Agreement outlines performance requirements to facilitate the Aspan Court Project’s development. The proposed Agreement further sets a defined timeline for National CORE to meet various performance criteria described in detail in the following section. The proposed Agreement functions in the same manner as the Affordable Housing and Loan Agreement that the City executed with National CORE in 2020 for the Mountain View Affordable Project.

Notice of Funding Availability and Exclusive Negotiation Agreement On September 14, 2023, the City released the NOFA. The City extended the submission deadline three times to obtain additional Statement of Qualifications.

The City’s Purchasing and Contracting Guidelines require a Request for Qualifications to be posted for a minimum of three weeks. The NOFA was open for a total of nine weeks. The NOFA identified approximately $3.35 million in Affordable Housing In Lieu funds to support the project.

The City entered into an ENA with National CORE in March 2024, and National CORE began searching for a site to build an affordable housing project. National CORE is in escrow for the purchase of the Aspan Office Center located at 22471 Aspan Street. The site we selected due to its lack of development restraints, proximity to shopping centers and bus stops, and size. During its search, National CORE identified gaps in funding and inquired if additional funds would be made available for development. Staff identified additional funds in the Authority and negotiated the addition of a dedicated room with its own entrance and restroom for Lake Forest Police Services to use for report writing and as a breakroom. National CORE agreed to provide a dedicated space in exchange for additional funding totaling $4.35 million.

City/Authority Loan
The City and Authority will provide financial assistance to National CORE in the form of a loan in the amount not to exceed $4.35 million for certain acquisition and development expenses associated with the Aspan Court Project. The loan is comprised of affordable housing in-lieu fees the City received through negotiated development agreement fees with market-rate housing developers and the Housing Asset Fund.

National CORE’s obligation to repay the City and Authority Loan would be secured by the Deed of Trust. National CORE shall remit loan payments to the City commencing the first year in which its residual receipts are positive. This Item: 10
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means that the City would be repaid each year, as would other funding sources, from the net operating income generated by the Aspan Court Project once all other debt obligations are satisfied and based on the City’s contribution.

Repayment of Loan
National CORE’s obligation to repay the City and Authority for the Affordable Housing Loan is outlined in the Promissory Note. National CORE repays the City and Authority through Residual Receipts (profit after expenses) generated by the Aspan Court Project. Similarly, National CORE is also required to make annual payments to other lenders; therefore, the City and Authority loan is subordinate and repaid through a waterfall provision noted in the Agreement. Repayments to the City and Authority are based on 50% of the Residual Receipts generated by the Aspan Court Project. The amount the Borrower pays will be determined by the ratio of the City and Authority loan amount to the total of all loans for the Aspan Court Project that are paid by the Residual Receipts; payments are due by May 31 of the following year.

Affordability Covenants
The proposed Agreement requires that the Aspan Court Project be operated as a multifamily residential community on the property with residential units made available to qualified households at an affordable rent. The current Affordable Rent is listed below but is subject to change pursuant to state law or the California Tax Credit Allocation Committee (“TCAC”). National CORE is required to ensure the affordability restrictions follow the more restrictive limits based on funding sources:

Table 1: HCD Income/Affordability limits
INCOME
LIMIT

CATEGORY

BASED ON
2020 HCD
INCOME
LIMITS
2 PERSON

HOUSEHOLD
INCOME
LIMIT
4 PERSON

HOUSEHOLD
INCOME
LIMIT
ONE

BEDROOM

MONTHLY
RENT
TWO

BEDROOM

MONTHLY
RENT
THREE

BEDROOM

MONTHLY
RENT
Median
Income
(>70%)
$77,630 $97,090 $1,820 $2,184 $2,524
Moderate
Income
(>80%)
$88,720 $110,960 $2,080 $2,496 $2,885
The Aspan Court Project will provide a total of 50 units with all units (except the manager’s unit) rented at an affordable rate. The apartment mix consists of 14 three-bedroom units, 16 two-bedroom units, and 20 one-bedroom units which will be allocated among various family income threshold limits ranging from 30% of the County’s AMI to 80% of the County’s AMI. A total of 15 one-bedroom units shall be occupied as Permanent Supportive Housing and one three-bedroom unit will be exempt from affordable rates to be used as the property manager’s unit.

The Agreement outlines the breakdown of income-qualified tenants at the affordable income level mix below:
20 1-bedroom units including
o15 Permanent Supportive Housing Units
o5 50% AMI Households
16 2-bedroom units including
o2 30% AMI Households
o1 50% AMI Households
o13 60% AMI Households
14 3-bedroom units including
o2 30% AMI Households
o3 60% AMI Households
o2 70% AMI Households
o6 80% AMI Households
o1 exempt Manager’s Unit
It is important to note the prescribed rent limits may change due to external factors outside of City and National CORE’s control. The rent limits depend on the amount and type of funding National CORE is able to secure. For instance, the TCAC, which facilitates the investment of private capital into the development of affordable rental housing, has a critical nine percent (9%) tax credit application deadline of July 8, 2025. Additionally, National CORE is reliant on the County of Orange to provide Project Based Vouchers (“PBV”) for its proposed 15 Item: 10
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Permanent Supportive Housing Units. If National CORE is unsuccessful in securing the 9% tax credit/PBVs, the unit mix would need to change for the project’s viability.

Additionally, the Agreement sets occupancy limits, to the greatest extent allowed by law, regarding the number of residents that live in each apartment and gives preference to persons who are verifiably living or employed within the City of Lake Forest (to the greatest extent legally allowable). The maximum occupancy of the units shall not exceed more than such number of persons as is equal to two people per bedroom, plus one:

Table 2: Occupancy Limits:

Bedroom Count Maximum Occupancy
1 3
2 5
3 7
Community Outreach
National CORE conducted two (2) community workshops. The first meeting was held at Forest Gardens Mobile Home Park located at 24001 Muirlands Blvd, Lake Forest, California 92630. The second was held at Mountain View located at 24551 Raymond Way. The community workshops were designed to encourage community feedback on all aspects of the Aspan Court Project including site design, parking, traffic, landscaping, programming, tenancy, and management.

National CORE prepared and provided draft documents and presentations to City staff in advance of the meeting for review and comment.

Active Onsite Property Management
The Agreement also includes a requirement for National CORE to submit a property management plan to the City Manager for review and approval which should include:
A detailed plan and strategy for long term marketing, operation, maintenance, repair, and security of the Project
List of social services available for residents
On-site parking policies
Method of tenant selection
Rules and regulations for tenants
Other rental policies for the Project
Hiring of Property Manager
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Conclusion
The Agreement allows the City and Authority to loan City and Authority affordable housing funds (affordable housing in-lieu fees, and low-mod funds) to create a high-quality affordable housing project in Lake Forest. The construction of affordable units, particularly for extremely low, very low, and low-income households will contribute toward providing units against the City’s Regional Housing Needs Assessment (“RHNA”) numbers. The Agreement requires that the developer obtain all entitlements, and meet local applicable development standards. In addition, the Agreement includes provisions and covenants required prior to, during, and after project completion. The proposed Agreement, as written, provides National CORE with a $4.35 million loan in return for a high- quality affordable housing community that, per the Agreement’s terms, will be well managed.

National CORE is an owner-operator of affordable housing projects, meaning that its staff actively manage the property. The proposed Aspan Court Project would include a unit for an onsite property manager who ensures the units are leased to income qualified residents and enforces other community rules.

National CORE also ensures that the unit occupancy matches the lease to prevent overcrowding. Residents that violate the terms of their lease agreements are not eligible to continue living in the units. The City’s enforcement mechanisms include the Conditions of Approval imposed on the entitlement as well as provisions in the Agreement requiring submittal of a management plan which sets forth in detail property, including unit, management.

At this time, staff recommend that the City Council approve a resolution, subsequently approving the Agreement between the City and National CORE.

California Environmental Quality Act
The Agreement is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(3) and 15378(b)(4) of the State CEQA Guidelines, which provides that the definition of a CEQA project does not include the creation of government funding mechanisms or other government fiscal activities, which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. The Agreement is not a project because it merely provides financial assistance for a ministerially approved affordable housing development that was not a project subject to CEQA review pursuant to Government Code Section 21080(b)(1). As such, the Agreement is not a project subject to CEQA and no further environmental review is required. Notwithstanding the foregoing, if the Agreement is a project subject to CEQA, the action approving the Agreement is exempt from CEQA as it is in furtherance of a permanent supportive housing project which is statutorily exempt from CEQA pursuant to California Government Code Section 65651(b)(2). If approved, City staff will file a Notice of Exemption within 5 days of this action.

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FISCAL IMPACT:

Approval of the attached Resolution would reserve $3.7 million of In-Lieu Fees available from the City’s Affordable Housing Trust Fund and $650,000 of the Housing Authority’s Low- and Moderate-Income Housing Asset Fund. Pending approval, the appropriations would take place as part of the Mid-Year Budget Review.

ATTACHMENTS:

Resolution No. 2025-XX
Initiated By: Adrian Grijalva, Economic Development/Housing Manager Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
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ATTACHMENT
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4 RESOLUTION NO. 2025- ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE

FOREST, CALIFORNIA, APPROVING AN AFFORDABLE HOUSING

AGREEMENT BETWEEN THE CITY OF LAKE FOREST, THE LAKE

FOREST HOUSING AUTHORITY AND NATIONAL COMMUNITY

RENAISSANCE
WHEREAS, on September 14, 2023, the City of Lake Forest (“City”) issued a Notice of Funding Availability (“NOFA”) to develop additional housing affordable to lower- income households within the community. The NOFA was issued to enable the selection of a qualified development partner. In March 2024, the City approved an Exclusive Negotiation Agreement (“ENA”) with National Community Renaissance (“Developer”) to develop housing affordable to lower-income households.

WHEREAS, Developer is in escrow or has purchased, that certain real property located at 22471 Aspan St, Lake Forest, CA 92630 (APN 617-491-03 and APN 617-491- 04), for the construction of a 50-unit residential rental complex that will also include a dedicated room with its own entrance and restroom for Lake Forest Police Services to use for report writing and as a breakroom (“Project”).

WHEREAS, the City, Lake Forest Housing Authority (“Authority”) and the Developer mutually seek to enter into an Affordable Housing Agreement (“AHA”) for the Project, attached to this Resolution as Exhibit A, to facilitate development of the Project, and its 50-unit residential rental complex and dedicated Lake Forest Police Services room, through development incentives provided in exchange for the construction of residential units designed and marketed to meet the needs of low income households subject to the conditions and requirements set forth therein; and WHEREAS, City and Authority desires to assist Developer in the construction and development of the Project by providing financial assistance in the form of a loan in the amount not to exceed Four Million Three Hundred Fifty Thousand Dollars ($4,350,000.00), which is funded through the following: (i) Three Million Seven Hundred Thousand Dollars ($3,700,000.00) of In-Lieu Fees available from the City’s Affordable Housing Trust Fund, and (ii) Six Hundred Fifty Thousand Dollars ($650,000.00) of funds available from the Authority’s Low- and Moderate-Income Housing Asset Fund; and WHEREAS, the Project is in the best interest of the City and the health, safety and welfare of the residents of the City, and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements; and WHEREAS, the City’s approval of the AHA is not a project under the California Environmental Quality Act (“CEQA”) as it is merely a governmental funding mechanism.

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4 If however it is a project under CEQA, the City find’s that its approval of the AHA is exempt from CEQA pursuant to Government Code Section 65651(b)(2); and WHEREAS, members of the public have been provided the opportunity to comment upon the Affordable Housing Agreement.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE FOREST DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

SECTION 1.RECITALS. The City Council hereby finds that the foregoing recitals are true and correct and are incorporated herein as substantive findings of this Resolution.

SECTION 2.CEQA. The City Council finds that the AHA is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(3) and 15378(b)(4) of the State CEQA Guidelines, which provides that the definition of a CEQA project does not include the creation of government funding mechanisms or other government fiscal activities, which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. The AHA is not a project because it is an agreement to provide financial assistance for a ministerially approved affordable housing development that was not a project subject to CEQA review pursuant to Government Code Section 21080(b)(1). As such, the AHA is not a project subject to CEQA and no further environmental review is required.

Notwithstanding the foregoing, the City also finds that if the AHA is a project subject to CEQA, the action approving the AHA is exempt from CEQA as it is in furtherance of a permanent supportive housing project which is statutorily exempt from CEQA pursuant to California Government Code Section 65651(b)(2). City staff is hereby directed to file a Notice of Exemption within 5 days of this action.

SECTION 3.CITY COUNCIL ACTION. The City Council hereby approves the Affordable Housing Agreement (“Agreement”) in substantially final form, attached hereto as Exhibit A, as may be amended by the City Manager or City Attorney, and incorporated herein by reference. The City Council authorizes the Mayor to sign the Agreement in its final form, as such procedure is set forth within the Agreement.

PASSED, APPROVED AND ADOPTED this 18th day of March, 2025, by the following vote, to wit:

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4 __________________________

SCOTT VOIGTS
MAYOR
ATTEST:
______________________________

LISA BERGLUND

CITY CLERK
APPROVED AS TO FORM:
________________________

CITY ATTORNEY
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4 STATE OF CALIFORNIA )

COUNTY OF ORANGE ) SS

CITY OF LAKE FOREST )
I, Lisa Berglund, City Clerk of the City of Lake Forest, do hereby certify that the foregoing Resolution No. 2025-__ was duly passed and adopted by the City of Lake Forest at a regular meeting thereof, held on the 18th day of March 2025, by the following vote, to wit:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

ABSTAIN: BOARD MEMBERS:
_____________________________

LISA BERGLUND

CITY CLERK
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4 EXHIBIT A

AFFORDABLE HOUSING AGREEMENT
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4 AFFORDABLE HOUSING AND LOAN AGREEMENT
(Aspan Court Affordable Housing Project)
by and between

CITY OF LAKE FOREST,
a California municipal corporation,
and

CITY OF LAKE FOREST HOUSING AUTHORITY
and
National Community Renaissance of California,
a California nonprofit public benefit corporation
[Dated as of _____________, 2025 for reference purposes only] Item: 10
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1. DEFINITIONS.

2. FINANCING................................................................................................................... 5

2.1 Amount and Source of City Loan ....................................................................... 5

2.2 Cost Reductions or Increases............................. Error! Bookmark not defined.

2.3 Permissible Use of City Loan; Eligible Loan Expenses ..................................... 6

2.4 City Loan Funding Conditions............................................................................ 6

2.5 Disbursements of City Loan................................................................................ 7

2.6 Repayment of City Loan; Deed of Trust............................................................. 8

2.7 Execution and Delivery of Documents ............................................................... 8

2.8 Borrower's Evidence of Financial Capability ..................................................... 9

3. DEVELOPMENT OF THE PROJECT. ....................................................................... 12

3.1 Scope of Development ......................................................................................11

3.2 Development Standards.....................................................................................12

3.3 No Commitment to Development .....................................................................13

3.4 Future Proposals Subject to Review..................................................................13

3.5 Community Outreach ........................................................................................13

3.6 Final Plans.........................................................................................................14

3.7 Schedule of Performance ..................................................................................14

3.8 Compliance with Permits and Laws..................................................................14

3.9 Insurance ...........................................................................................................15

3.10 Right of Access .................................................................................................16

3.11 Borrower Responsible for Cost of Development ..............................................16

3.12 Indemnity ..........................................................................................................16

3.13 Prevailing Wage ................................................................................................16

3.14 Relocation..........................................................................................................17

4. USE OF SITE; AFFORDABILITY COVENANTS..................................................... 18

5. OPERATING STANDARDS ....................................... Error! Bookmark not defined.

5.1 Selection of Tenants ...........................................Error! Bookmark not defined.

5.2 Occupancy Limits...............................................Error! Bookmark not defined.

5.3 Income of Tenants ..............................................Error! Bookmark not defined.

5.4 Onsite Services ...................................................Error! Bookmark not defined.

5.5 Property Manager...............................................................................................19

5.6 Property Management Plan ................................................................................20

5.7 Gross Mismanagement.......................................................................................20

5.8 Code Enforcement..............................................................................................21

6. DEFAULTS AND REMEDIES....................................................................................22

6.1 Defaults-General ............................................................................................... 21 Item: 10
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6.2 Institution of Legal Actions............................................................................... 21

6.3 Applicable Law ................................................................................................. 21

6.4 Additional City Remedies ................................................................................. 21

6.5 Rights and Remedies are Cumulative................ Error! Bookmark not defined.

7. GENERAL PROVISIONS............................................................................................ 22

7.1 Attorneys’ Fees ................................................................................................. 22

7.2 Notices............................................................................................................... 22

7.3 Reserved............................................................................................................ 22

7.4 Binding on Heirs ............................................................................................... 22

7.5 Entire Agreement, Waivers, and Amendments................................................. 23

7.6 Interpretation; Governing Law.......................................................................... 23

7.7 Authority ........................................................................................................... 23

7.8 Nonliability of City Officials and Employees................................................... 23

7.9 Enforced Delay; Extension of Times of Performance ...................................... 23

7.10 Severability........................................................................................................ 24

7.11 Representations and Warranties........................................................................ 24

7.12 City Contract Administration............................................................................ 24

7.13 Plans, Drawings and Documents to be Assigned to City.................................. 24

7.14 Execution in Counterpart .................................................................................. 24

7.15 Attachments....................................................................................................... 24

ATTACHMENTS
1 LEGAL DESCRIPTION OF SITE
2 SCHEDULE OF PERFORMANCE
3 PROJECT BUDGET
4 PROMISSORY NOTE SECURED BY DEED OF TRUST WITH ASSIGNMENT OF RENTS
5 DEED OF TRUST WITH ASSIGNMENT OF RENTS
6 REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND

RESTRICTIONS

7. BORROWER’S PRO FORMA

8. CERTIFICATE OF COMPLETION
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AFFORDABLE HOUSING AND LOAN AGREEMENT
This AFFORDABLE HOUSING AND LOAN AGREEMENT (this “Agreement”) is made and entered into on _______, ____, 2025, by and among the CITY OF LAKE FOREST, a California municipal corporation, the CITY OF LAKE FOREST HOUSING AUTHORITY (collectively herein referred to as the “City”) and NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA, a California nonprofit public benefit corporation (the “Borrower”). The City and Borrower are herein occasionally referred to individually as “party” and collectively as “parties.”

R E C I T A L S
A. Borrower is in escrow to acquire or has acquired that certain real property consisting of approximately 1.62 acres of land area located in the City of Lake Forest, County of Orange, State of California, as more particularly described in the legal description attached hereto as Attachment No. 1 (the “Site” or the “Property”).

B. Borrower desires to develop the Site with a 50-unit affordable residential rental complex and related interior and exterior improvements on the proposed 1.62 acre site (the “Project”). Borrower shall develop the units and related improvements pursuant to the terms and conditions of this Agreement. The Project will be operated as a long-term affordable housing project, with Forty-Nine (49) units to be rented at an Affordable Rent for a period of fifty-five (55) years as more particularly described in the Regulatory Agreement attached hereto as Attachment

6. If there are on-site and/or off-site improvements, they will be called out in the Project development and building plans and permits to be approved by City.

C. City desires to assist Borrower in the development of the Project by providing financial assistance to Borrower in the form of a loan in the amount not to exceed Four Million Three Hundred Fifty Thousand Dollars ($4,350,000) for certain acquisition and development expenses associated with the Project. The referenced amount has two funding sources: (1) Three Million Seven Hundred Thousand Dollars ($3,700,000) is in-lieu fees received by the City under City’s Developer fund affordable housing program and 2) Six Hundred Fifty Thousand Dollars ($650,000) funded by the Housing Authority Low and Moderate Income Housing Asset Fund.

D. The Project is in the best interest of the City and the health, safety and welfare of the residents of the City, and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements.

C O V E N A N T S
Based upon the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Borrower hereby agree as follows:

1. DEFINITIONS.

The following terms as used in this Agreement shall have the meanings given below unless expressly provided to the contrary:

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1.1 “Affordable Rent” shall mean a cost not in excess of that which may be charged the applicable household in conformity with the Prescribed Rent Levels and Tenant Mix pursuant to those limitations established by TCAC and, as applicable, this Agreement. The current Affordable Rent is as follows, but is subject to change pursuant to state law, as issued by the California Department of Housing and Community Development, or TCAC. The following table is meant to be illustrative of Affordable Rent, however, Borrower is required to ensure applicable affordability restrictions follow the more restrictive limits based on funding sources.

INCOME LIMIT

CATEGORY BASED
ON 2024 HCD

INCOME LIMITS
2 PERSON

HOUSEHOLD
4 PERSON

HOUSEHOLD
ONE

BEDROOM
TWO

BEDROOM
THREE

BEDROOM
Extremely Low
Housing (>30%
AMI)
$33,270 $41,610 $780 $936 $1,081
Very Low Income
(>40% AMI)
$44,360 $55,480 $1,040 $1,248 $1,442
Very Low Income
(>50% AMI)
$55,450 $69,360 $1,300 $1,560 $1,803
Low Income
(>60% AMI)
$66,540 $83,220 $1,560 $1,872 $2,163
Median Income
(>70% AMI)
$77,630 $97,090 $1,820 $2,184 $2,524
Moderate Income
(>80% AMI)
$88,720 $110,960 $2,080 $2,496 $2,885

1.2 “Agreement” shall mean this Affordable Housing and Loan Agreement between City and Borrower, including all exhibits and other documents attached hereto.

1.3 “Borrower” shall mean National Community Renaissance of California, a California nonprofit public benefit corporation. The term “Borrower” includes any legally permissible assignee or successor to the rights, powers, and responsibilities of Borrower hereunder, in accordance with this Agreement and with Section 25 of the Regulatory Agreement.

1.4 “City” shall mean the City of Lake Forest, a municipal corporation, organized under the laws of the State of California and having its offices at 100 Civic Center Drive, Lake Forest, CA 92630.

1.5 “City Loan” shall mean the loan in the amount not to exceed the sum of Four Million Three Hundred Fifty Thousand Dollars ($4,350,000) to be provided by City to Borrower, as more fully explained in Section 2 of this Agreement. The City Loan has two funding sources: (1) Three Million Seven Hundred Thousand Dollars ($3,700,000) is in-lieu fees received by the City under City’s Developer fund affordable housing program and 2) Six Hundred and Fifty Thousand Dollars ($650,000) funded by the Housing Authority Low and Moderate Income Housing Asset Fund.

1.6 “City Note” shall mean the Promissory Note Secured by Deed of Trust with Assignment of Rents, in the form attached hereto as Attachment No. 4 which sets forth the terms for Borrower’s repayment of the City Loan to City.

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1.7 “Deed of Trust” shall mean the Deed of Trust With Assignment of Rents in the form attached hereto as Attachment No. 5 which secures Borrower’s payment obligations under the City Note.

1.8 “Deferred Developer Fee” shall mean the portion of the Developer Fee that is to be paid to Borrower after the completion of the Project out of income generated from the Project.

Borrower shall notify City of the amount of the Deferred Developer Fee, if any, in connection with Borrower’s submittal of its evidence of financial capability pursuant to Section 2.8 of this Agreement.

1.9 “Developer Fee” shall mean the gross fee to be paid to Borrower for the development of the Project in the amount of Two Million Eight Hundred Thousand Dollars ($2,800,000). It is anticipated Borrow will receive payment of that much of the Developer Fee which might be paid in cash in compliance with TCAC regulations in cash from funding sources for the Project.

1.10 “Effective Date” shall mean the date this Agreement is approved by City, which date shall be inserted in the preamble to this Agreement.

1.11 “Eligible Loan Expenses” shall mean the expenses set forth under the headings “Direct Construction Cost,” and “Soft Costs” in the Project Budget for which the City Loan may be used.

1.12 “Extremely Low-Income Households” shall mean households earning not greater than thirty (30%) of the Orange County Median Income pursuant to Health and Safety Code Section 50106.

1.13 “Funding Conditions” shall mean the conditions set forth in Section 2.4 of this Agreement that must be satisfied prior to City providing the City Loan to Borrower.

1.14 “Funding Conditions Satisfaction Date” shall mean the date on which all of the Funding Conditions are actually satisfied.

1.15 “General Partner Capital Contribution” shall mean the capital contribution made by the General Partner in the form of equity payment or a loan that is paid to the Project prior to permanent loan conversion in the amount of One Hundred Dollars ($100).

1.16 “Area Median Income” or “AMI for Orange County” or “Median Income” means the most recent applicable county family income published by California Tax Credit Allocation Committee (TCAC) for that portion of Orange County in which the Project is located.

1.17 “Permanent Supportive Housing” shall mean permanent housing with no limit on the length of stay that is occupied by the target population (Extremely Low-Income Households) and that is linked to onsite or offsite services that assist the supportive housing residents in retaining the housing, improving his or her health status, and maximizing his or her ability to live and, when possible, work in the community, pursuant to Health and Safety Code Section 50490.

1.18 “Permitted Encumbrances” shall have the meaning ascribed in Section 2.9.1 of this Agreement.

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1.19 “Prevailing Wage Action” shall mean any of the following: (a) any determination by the California Department of Industrial Relations that prevailing wage rates should have been paid, but were not; (b) any determination by the California Department of Industrial Relations that higher prevailing wage rates than those paid should have been paid; (c) any administrative or legal action or proceeding arising from any failure to comply with the Federal Davis-Bacon Act (codified as 40 U.S.C. §§ 3141 et seq.) or California Labor Code Sections 1720 through 1781, as amended from time to time, regarding prevailing wages, including maintaining certified payroll records; or (d) any administrative or legal action or proceeding to recover wage amounts at law or in equity.

1.20 “Prescribed Rent Levels and Tenant Mix” shall mean, based upon all Project funding sources, the following (unless modified with prior approval of the City): (a) Twenty (20) one- bedroom units, Fifteen (15) of which shall be occupied as Permanent Supportive Housing, Five (5) of which shall be occupied by 50% Very Low Income Households; (b) Sixteen (16) two- bedroom units, Two (2) of which shall be occupied by 30% Extremely Low Income Households, One (1) of which shall be occupied by 50% Very Low Income Households, and Thirteen (13) of which shall be occupied by 60% Low Income Households; and (c) Fourteen (14) three-bedroom units, Two (2) of which shall be occupied by 30% Extremely Low Income Households, and Three (3) of which shall be occupied by 60% Low Income Households, and Two (2) of which shall be occupied by 70% Low Income Households, and Six (6) of which shall be occupied by 80% Low Income Households, and One (1) which shall be a Manager’s Unit which is exempt from income/tenancy restrictions or other affordability requirements.

1.21 “Project” shall mean the demolition of the existing improvements on the Site, the grading of the Site and the development on the Site of a 50-unit apartment project with landscaping, driveways, and related improvements, and all other on-site and off-site improvements required for development, with all improvements to be consistent with the development and building plans and permits to be approved by City. In the event of any inconsistency between the description of the Project in this Agreement and the approved plans and permits, the approved plans and permits shall govern.

1.22 “Project Budget” shall mean the cost estimates for Borrower’s development of the Project set forth in Attachment No. 3 to this Agreement. The Project Budget may not be materially changed without the prior written approval of City (a material change is a change that causes the total Project costs to increase or decrease from what is shown in the Project Budget or that causes any line item in the Project Budget to increase or decrease by more than 10%). Any changes to the Project Budget, whether or not requiring the approval of City, shall be submitted to City. If the Project Budget is revised as permitted herein, all references herein to the “Project Budget” shall be deemed to refer to the revised Project Budget.

1.23 “Regulatory Agreement” shall mean the Regulatory Agreement between City and Borrower regulating the operation and of the Site, in the form attached hereto as Attachment No.

6. 1.24 “Schedule of Performance” shall mean that certain Schedule of Performance attached hereto as Attachment No. 2 setting out the dates and/or time periods by which certain obligations set forth in this Agreement must be performed.

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1.25 “Site” or “Property” shall mean that certain real property located in the City of Lake Forest, more particularly described in the legal description attached hereto as Attachment No. 1.

1.26 “Tax Credit Allocation Date” shall mean the date that Borrower secures approval by TCAC of an allocation of tax credits pursuant to the terms set forth in Section 2.9.2(a) of this Agreement.

1.27 “TCAC” shall mean the California Tax Credit Allocation Committee.

1.28 “30% Very Low Income Households” shall mean households earning not greater than thirty percent (30%) of the Area Median Income for Orange County.

1.29 “40% Very Low Income Households” shall mean households earning not greater than forty percent (40%) of the Area Median Income for Orange County.

1.30 “50% Very Low Income Households” shall mean households earning not greater than fifty percent (50%) of the Area Median Income for Orange County.

1.31 “60% Low Income Households” shall mean households earning not greater than sixty percent (60%) of the Area Median Income for Orange County.

1.32 “70% Low Income Households” shall mean households earning not greater than seventy percent (70%) of the Area Median Income for Orange County.

1.33 “80% Low Income Households” shall mean households earning not greater than eighty percent (80%) of the Area Median Income for Orange County.

2. FINANCING.

2.1 Amount and Source of City Loan. In order to assist in the development of affordable rental housing within the territorial limits of the City, City shall, subject to the terms and conditions set forth herein, and provided Borrower is not in default of this Agreement, provide Borrower financial assistance in the form of a loan not to exceed the sum of Four Million Three Hundred Fifty Thousand Dollars ($4,350,000) (the “City Loan”). The City Loan has two funding sources:
(1) Three Million Seven Hundred Thousand Dollars ($3,700,000) is in-lieu fees received by the City under City’s Developer fund affordable housing program and 2) Six Hundred Fifty Thousand Dollars ($650,000) funded by the Housing Authority Low and Moderate Income Housing Asset Fund.
(a)Limitation on Funding Use. Borrower is expressly limited on the use of the funding received through the Housing Authority Low and Moderate Income Housing Asset Fund to funding the construction of the units reserved for 30% Low Income Households. Any other use of these funds is expressly prohibited.

2.2 Cost Reductions or Increases. The parties acknowledge and agree that the City Loan is intended to partially finance the financing “gap” of the Project (the amount needed to pay the excess of the “Total Development Costs,” as defined herein, over the financing and other funding sources available to Borrower for construction of the Project) but in no event to provide funding Item: 10
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(when combined with all other sources of financing and other funding sources available to Borrower for construction of the Project) in excess of the Total Development Costs. The term “Total Development Costs” shall mean the total cost set forth in the Borrower’s Pro Forma (Attachment No. 7) for the items in the Pro Forma under the headings Sources and Uses of Funds (the “Development Items”). The Total Development Costs as of the Effective Date is the sum of $43,228,490.00. The parties acknowledge, however, that there may be revisions to anticipated Project costs after the Effective Date. Accordingly, for purposes of calculating the Total Development Costs, the cost figures for the Development Items shall be those in the Project Budget or Borrower’s Pro Forma, as applicable, which are approved by or accepted by, as applicable, the City in connection with Borrower’s submittal of its evidence of financial capability to develop the Project pursuant to Section 2.8 of this Agreement. The term “Actual Development Costs” shall mean the actual and reasonable expenses incurred by Borrower for the Development Items. If at the time permanent financing for the Project closes the Actual Development Costs exceed the sum of all financing and other funding sources available to Borrower for construction of the Project (the difference being a “Project Deficit”), Borrower shall be solely responsible for causing payment (through third party financing or other funds) of the Project Deficit. If at the time permanent financing for the Project closes the Actual Development Costs are less than the sum of the financing and other funding sources available to Borrower for construction of the Project (the difference being a “Project Surplus”), then the Project Surplus shall be applied first to pay any Deferred Developer Fee existing at the time of the close of permanent financing, excluding the $100 in capital contribution to the Project described in Section 1.9, and then to reduce or repay the City Loan, unless otherwise required by other project funding sources.

2.3 Permissible Use of City Loan; Eligible Loan Expenses. Pursuant to all of the terms and conditions of this Agreement, Borrower covenants, promises, and guarantees that any dispersed City Loan proceeds shall be used only for the Eligible Loan Expenses that are actually and reasonably incurred by Borrower directly related and necessary to the construction of the Project, and for no other purpose.

2.4 City Loan Funding Conditions. Notwithstanding any other provision of this Agreement to the contrary, City shall have no obligation to disburse any of the City Loan proceeds to Borrower unless all of the following conditions (collectively the “Funding Conditions”) are satisfied:
(a)Execution and Delivery of Documents. Borrower shall have executed and delivered to City the documents referred to in Section 2.7 of this Agreement. (b)City Title Policy. Fidelity National Title Company with offices at 4210 Riverwalk Parkway, Suite 100 Riverside, California 92505 or such other title company approved by City (the "Title Company") is irrevocably committed to issue to City an ALTA lender’s policy of title insurance (the “City Title Policy”), with liability in the amount of the City Loan, showing fee title to the Site vested in Borrower, insuring in favor of City the Deed of Trust, subject only to (i) the standard printed exceptions and exclusions contained in the form of the Title Policy commonly used by Title Company; (ii) non-delinquent property taxes and assessments; and (iii) such other matters as may be approved by City in its sole and absolute discretion. The Parties anticipate (x) that the City Title Policy will show the lien of the Deed of Trust in second priority, junior only to the lien securing the financing supplied by the construction (and permanent) lender, Item: 10
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and (y) that the lien of the City’s Regulatory Agreement will be senior in priority to the lien securing the construction (and permanent) lender except as provided in Section 2.9.3 hereof.

Borrower shall pay the premium for the City Title Policy. (c)Permits and Approvals. Borrower shall have timely obtained all land use approvals and entitlements for the Project and shall have timely obtained approval of its final grading plans and building plans for the Project and grading permits and building permits shall be ready to be issued.
(d)Subordination Agreement. City shall have approved the form of any subordination agreements.
(e)Insurance. Borrower shall have provided to City evidence of the insurance required under Section 3.10 of this Agreement.
(f)Financial Capability. Borrower shall have received binding loan commitments for loans as required to fund the Project with commercially reasonable terms, including, without limitation, a binding reservation of federal low-income 4% or 9% housing tax credits pursuant to Section 42 of the Internal Revenue Code of 1986, as amended and a private activity bond. In addition, City shall have approved Borrower’s evidence of financial capability to develop the Project in accordance with Section 2.8 of this Agreement. (g)No Default. Borrower shall not be in default of any of its obligations set forth in this Agreement, and there shall be no event which, with the passage of time or the giving of notice, would constitute a default.

In the event that all of the Funding Conditions are not satisfied on or before the date that is the earlier of (i) the date that is 180 days after the Tax Credit Allocation Date, or such earlier time period as provided for herein, or such later deadline as may be mutually approved in writing by City and Borrower in the sole and absolute discretion of each of them, either party not in default may terminate this Agreement by delivering written notice to the other party. No termination under this Agreement shall release either party then in default from liability for such default.

2.5 Disbursements of City Loan. Provided Borrower is not in default of this Agreement, has executed and delivered and recorded all necessary documents including the documents listed in Section 2.7, after the Funding Conditions Satisfaction Date City shall disburse the City Loan proceeds to or for the benefit of Borrower. The Parties accept that the City will fund the entire amount of the City Loan into the escrow opened to facilitate closing of the construction loan; the City must authorize the escrow to wire the City’s funds to the construction lender at the close of the escrow, for disbursement by the construction lender in accordance with its agreement with the City. City agrees that the proceeds of the City Loan will be disbursed by the construction lender in full prior to the disbursement of any of the construction lender’s construction loan proceeds as “up front” funding for the payment of the construction costs of the Project. City’s obligation to make disbursements of the City Loan proceeds to Borrower shall be contingent and conditional upon Borrower's continuing satisfaction and the timely performance of all of its obligations under this Agreement. The Borrower is not required to pre-pay any construction costs and submit Item: 10
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invoices for reimbursement from the City. However, the Borrower covenants that the Borrower shall not use any disbursement of City Loan proceeds for non-Eligible Loan Expenses. Within thirty (30) calendar days of the issuance of the Certificate of Completion, the Borrower shall submit to the City a reconciliation of all invoices paid using City Loan proceeds. The City shall then audit the invoices to determine if the costs included in the invoices are in fact Eligible Loan Expenses. The City in its sole and ultimate discretion will either (i) approve the invoices in total and thus the total City Loan amount, or (ii) reject in whole or in part certain invoices that either fail to properly evidence their associated costs to the satisfaction of the City or invoices that fail to prove, to the satisfaction of the City, that they comply as an Eligible Loan Expense. In the event of the City’s rejection under subparagraph (ii), the City will give written notice to Borrower detailing its objections to all rejected invoices and Borrower will have 15 days to provide any additional data which it may have to support or clarify any or all of the rejected invoices. The City may, in its discretion, after review of such addition data, notify Borrower that it has reclassified an invoice as an Eligible Loan Expense, or that an invoice remains rejected. The value of any invoices that are reject by the City for any reason shall not be included as part of the City Loan and any City Loan proceeds associated with those rejected invoices shall be due to the City from the Borrower immediately upon notice to the Borrower of their rejection.

2.6 Repayment of City Loan; Deed of Trust. Borrower’s obligation to repay the City Loan shall be as set forth in the City Note. The City Note generally provides for Borrower to pay to City a percentage of the cash flow (defined therein as “Residual Receipts”) generated from operation of the Project. Borrower’s obligation to repay the City Loan will be secured by the Deed of Trust. The Deed of Trust contains an acceleration clause which generally provides that, to the extent permitted by law, in the event Borrower shall (a) directly or indirectly, voluntarily or involuntarily, sell, assign, transfer, dispose of, alienate, encumber, lease, or agree to sell, assign, transfer, dispose of, alienate, encumber, or lease all or any portion of any interest in the Site, excluding the lease of the units on the Site in accordance with the Regulatory Agreement, the lien of the Permitted Encumbrances, transfers in connection with the syndication of tax credits awarded to the Project, and any other assignment, transfer, or encumbrance approved in writing by City; or (b) refinance any lien or encumbrance which has priority over the Deed of Trust for a loan amount in excess of the then outstanding sum secured by such lien or encumbrance together with the reasonable cost of such refinancing or further encumber the Site; or (c) default on any of its obligations set forth in this Agreement, the City Note, the Deed of Trust or the Regulatory Agreement or on any obligations under any documents relating to any other financing that is secured by the Site, and fail to cure the default within the applicable cure period, then, or at any time thereafter, City, at its option, may declare the entire indebtedness evidenced by the City Note secured by the Deed of Trust immediately due and payable and collectible then or thereafter as City may elect, regardless of the date of maturity.

2.7 Execution and Delivery of Documents. No later than five (5) days after the date the Funding Conditions in subparagraphs (b)-(g) in Section 2.3 are satisfied, Borrower shall deliver to City the following documents: (a) the City Note, executed by Borrower; (b) the Deed of Trust, executed and acknowledged by Borrower; and (c) the Regulatory Agreement, executed and acknowledged by Borrower. No later than the Funding Conditions Satisfaction Date and prior to City’s disbursement of any City Loan proceeds to Borrower, City shall execute the Regulatory Agreement and shall cause the Regulatory Agreement and the Deed of Trust to be recorded in the Official Records of Orange County, California.

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1.34 Borrower's Evidence of Financial Capability. Within the time set forth in the Schedule of Performance, Borrower shall submit to City's Community Development Director evidence reasonably satisfactory to the Community Development Director that Borrower has the financial capability necessary for the development of the Project pursuant to this Agreement. Such evidence of financial capability shall include all of the following:
(a) Any changes to the Project Budget.
(b) A copy of the commitment or commitments obtained by Borrower for all of the sources of funds to finance construction of the Project. All copies of commitments submitted by Borrower to City shall be certified by Borrower to be true and correct copies thereof.

Each commitment for financing shall be in such form and content acceptable to City's Community Development Director to reasonably evidence a firm and enforceable commitment, with only those conditions which are standard or typical for the lender involved for similar projects. (c) If the total costs set forth in the Project Budget exceed the amount of financing commitments received pursuant to subparagraph (b) above, a financial statement and/or other documentation (“pro forma statement”) reasonably satisfactory to the Community Development Director sufficient to demonstrate that Borrower has adequate funds available and committed to cover such difference. The Parties acknowledge one common means of ensuring adequate funds and one method Developer may utilize to demonstrate adequate funds for Project includes deferring payment of a portion of the Developer’s Fee beyond what was identified in Borrower’s Pro Forma, so that the deferred portion (the “Deferred Developer Fee”) is paid from proceeds produced from operation of the Project.
(d) A copy of the guaranteed maximum price construction contract between Borrower and its general contractor for all of the improvements required to be constructed by Borrower hereunder, certified by Borrower to be a true and correct copy thereof. (e) A corporate surety bond or bonds or other security instrument (such as a letter of credit), approved as to form, content and company by City’s City Manager or designee and the City Attorney, with Borrower’s contractor or contractors as principal(s), in a penal sum not less than 100% of the amount of the cost of constructing the Project guaranteeing completion of construction and payment of wages for services engaged and bills contracted for materials, supplies and equipment used in the performance of the work, and protecting Borrower and City from any liability, losses or damages arising therefrom. If the lenders providing construction financing to the Borrower do not require and will waive the provision of payment and performance bonds, then in lieu of providing payment and performance bonds to the City, Borrower may provide a completion guaranty from National Community Renaissance of California, in such form as reasonably required by the City’s Community Development Director and the City Attorney, guarantying the lien-free completion of the Project in accordance with this Agreement. Should the City request the same, the Borrower shall provide financial statements of National Community Renaissance of California to the City as evidence of its financial capacity to provide such completion guaranty to protect the City. Notwithstanding the foregoing, if the construction lender accepts an unsecured completion/payment guaranty, in lieu of the afore referenced secured bonds, from Borrower, the City may, in its sole discretion also accept such unsecured completion/payment guaranty.

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(f) The amount of any Deferred Developer Fee if Borrower is required to defer full payment of the Developer Fee from closing or equity payments in order to provide funds to pay a projected Project Deficit.

The City Manager, or his or her designee, in consultation with the Director of Finance/City Treasurer, shall complete its review of and approve or disapprove Borrower's evidence of financial capability within 14 days after a complete submittal. Notwithstanding the foregoing, City acknowledges that due to circumstances outside of Borrower’s control the period between Borrower’s submittal of its evidence of financial capability and the closing of the financing for the Project may be less than fourteen (14) days and, in such event, City shall cooperate with Borrower in reviewing the evidence of financial capability submitted by Borrower as expeditiously as possible. If the Community Development Director shall disapprove such evidence of financing, he or she shall do so by written notice to Borrower stating the reasons for such disapproval. In such event, Borrower shall promptly resubmit its evidence of financial capability not less than fourteen (14) days after receipt of the Community Development Director’s disapproval, the Community Development Director shall reconsider such resubmittal within the same number of days allowed for the initial submittal, and the deadlines in the Schedule of Performance shall be extended accordingly.

2.6 Additional Financing.

2.6.1 Permitted Encumbrances. Mortgages, deeds of trust, conveyances, and leases-back or any other form of conveyance required for any reasonable method of financing shall be permitted on the terms set forth herein, but only for the purpose of securing loans of funds to be used for the acquisition, construction, development and operation of the Project, underwritten by a reputable financial institution(s) or governmental entity(ies) that has a prior, known history of financing affordable housing projects similar to the Project (the “Permitted Encumbrances”).

Borrower shall not enter into any such conveyance for financing purposes without the prior written consent of City, which consent shall be given if such conveyance is for the purposes permitted herein and is made by a financial or lending institution, governmental agency or other acceptable person or entity capable of performing or causing to be performed Borrower’s obligations under this Agreement.

2.6.2 Funding Sources. From and after the date of this Agreement, Borrower shall exercise commercially reasonable efforts to obtain financing for the development of the Project. Borrower intends to utilize financing from a variety of sources for the Project. The anticipated sources for construction and permanent financing are described below:
(a) Tax Credit Equity.
(b) Construction Loan.
(c) Permanent Loan.
(d) Orange County Housing Finance Trust Loan
(e) Project Based Vouchers
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City acknowledges that the sources of funding set forth in this Section 2.9.2 are anticipated sources and that the actual sources may change due to circumstances outside the control of Borrower. Borrower shall coordinate with City any changes to the proposed sources of funding for the Project and shall otherwise keep City informed of Borrower’s efforts to obtain financing and its progress with respect thereto. If a permitted lender or tax credit investor should, as a condition of providing funding for the Project, request any modification of this Agreement in order to protect its interests in the Project or this Agreement, City shall consider such request in good faith consistent with the purpose and intent of this Agreement and the rights and obligations of the parties under this Agreement. The City Manager shall have the authority to approve revisions to the terms of this Agreement requested by such lender or investor.

2.9.3 Subordination. The City Manager shall have the authority to execute and deliver subordination agreements as he or she determines are commercially reasonable and consistent with the provisions, purpose and effect of this Agreement. City agrees it will subordinate the Deed of Trust to the financing referred to in Sections 2.9.2 (b), (c), & (f). Nothing herein shall obligate City to subordinate its Deed of Trust to any other financing. In connection therewith, the Regulatory Agreement implements the affordability requirements imposed under the entitlements and must be senior to all financing unless otherwise agreed to by City Manager or designee.

2.9.4 Notice of Default to Construction Lender; Right to Cure. Whenever City shall deliver any notice or demand to Borrower with respect to any default by Borrower under this Agreement, City shall at the same time deliver a copy of such notice or demand to any lender that has provided City written request for such notice or demand. The other lenders for the Project shall (insofar as the rights of City are concerned) have the right, within ninety (90) days after receipt of the notice, to cure or remedy any such default and any such cure or remedy will be accepted by City as if it had been performed by Borrower.

2.9.5 Right of the City to Cure Mortgage or Deed of Trust Default. In the event of a mortgage or deed of trust default or breach by the Borrower, Borrower shall promptly deliver to City a copy of any notice of default or breach received from any other lender and City may cure the default without acceleration of the subject loan following prior notice thereof to the Borrower.

In such event, Borrower shall be liable for, and City shall be entitled to reimbursement from Borrower within ten (10) days of written demand all costs and expenses associated with and attributable to the curing of the mortgage or deed of trust default, including any default consisting of a breach of this Agreement by the Borrower, which are incurred by City. Any sums which become due to City from Borrower under the provisions of this Section 2.9.5 shall constitute a lien on the Site, effective upon recordation by City or City’s authorized agent of a notice of lien (the “Notice of Lien”) concerning nonpayment of any sum due hereunder. The Notice of Lien shall state (i) the amount due, which amount shall include interest at the rate of 10% from the date due to the date paid, and shall also include the cost of preparing and recording the Notice of Lien, (ii) the expenses of collection in connection with any nonpayment, including without limitation reasonable attorneys’ fees, (iii) a description of the Site, (iv) the name and address of City, (v) the name of Borrower, and (vi) in order for the lien to be enforced by nonjudicial foreclosure, the name and address of the trustee authorized by City to enforce the lien by sale. The lien established pursuant to this section may be enforced by sale of the Site by City, City’s attorneys, any title insurance company authorized to do business in California, or other persons authorized to conduct Item: 10
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the sale as a trustee, after failure of Borrower to pay any sum due pursuant to this Agreement within 30 days after recordation of the Notice of Lien. The sale shall be conducted in accordance with the provisions of the California Civil Code applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted by law. City, through its agents, shall have the power to bid on the Site at the foreclosure sale, and to acquire and hold, lease, mortgage and convey the same. Suit to recover a money judgment for any amounts due under this Agreement shall be maintainable without foreclosing or waiving any lien securing the same, but this provision or any institution of suit to recover a money judgment shall not constitute an affirmation of the adequacy of money damages. Any recovery resulting from a suit at law or in equity initiated pursuant to this Section shall include reasonable attorneys’ fees as fixed by the court. Notwithstanding the foregoing, after the City has issued its Certificate of Completion the non-recourse provisions of Section 12 of the Note shall be deemed to apply to the City’s remedies hereunder.

3. DEVELOPMENT OF THE PROJECT.

3.1 Scope of Development. The Project shall consist of the demolition of the existing improvements on the Site in accordance with plans approved by the City, the grading of the Site, and the development on the Site of an income-qualified rental project with parking, landscaping, lighting, signage, and other amenities, and all other on-site and off-site improvements required for development of the Site, with all such improvements to be first class in architectural design and quality consistent with the development and building plans and permits to be approved by City (provided, however, that nothing herein shall represent, warrant, or guarantee that City shall approve any of such plans and permits). The Project shall provide for a maximum of fifteen (15) the total units to be set aside for permanent supportive housing (unless modified with prior approval of the city).

3.2 Policing Center. The project will include a dedicated office space for the Orange County Sheriff’s Department, to be used exclusively for any and all purposes as deemed necessary or convenient by the department, in perpetuity, unless the City elects, in its sole and exclusive discretion, to permit Borrower to use this office space for some other permitted use. This office may be occupied by the City’s police department or any other police department contracted by the City to provide law enforcement services. The office will be equipped with a restroom, a desk, and will have direct exterior access. The room shall measure approximately 132 square feet in size.

3.3 Development Standards. Borrower agrees to design a project that meets all applicable development standards in the Lake Forest Municipal Code (the “LFMC”), in addition to Borrower-requested incentives, described below:

3.3.1 Distance to Parking Stall
(a) Developer is requesting an incentive to waive the required 200’ distance from units to parking stall (LFMC Section 9.168.040(E)).

3.3.2 Open Space
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(g) Developer is requesting an incentive with a reduction of the minimum private and common open space from 15,000 SF to 12,747 SF (LFMC Section 9.73.030(C)).

2.6.3 Indoor Trash Drop Stations
(a) Developer is requesting an incentive to waive the required trash drop stations inside residential buildings. Trash drop stations are proposed outside within enclosed areas accessible to all dwelling units and to trash pickup trucks. Zoning Code Section

9.73.063(J)(2).

2.6.4 Indoor Mailboxes
(a) Developer is requesting an incentive to waive the required indoor mailboxes and refrigerated lockers within the residential building's ground floor. A mailbox station is provided outside. Zoning Code Section 9.73.063(J)(6)

2.6.5 All other applicable provisions for Mixed Use-43 projects in the LFMC shall apply, including without limitation Chapters 9.144 and 9.146.

3.4 No Commitment to Development. The parties agree that nothing in this Agreement is intended to commit the Borrower to complete a particular project or to commit the City to grant any approval. The City's approval of this Agreement does not constitute approval by the City of any development of the Project or of other activity on the Site that would have a direct or reasonably foreseeable indirect environmental impact pursuant to CEQA. (See 14 C.C.R. §§ 15060(c); 15378(b).) Moreover, Borrower’s future use or development of the Site is expressly conditioned upon any applicable CEQA compliance. City shall conduct environmental review in accordance with CEQA prior to taking any discretionary action with regard to any proposed development of the Site. Nothing in this Agreement shall be construed to limit the City’s discretion to consider and adopt any mitigation measure or project alternative, including the alternative of rejecting any proposed development of the Site, as provided in Public Resources Code section 21002. Following completion of the City's environmental review of any proposed development of the Site, the City shall file a notice of such approval as provided in Public Resources Code section 21152.

3.5 Future Proposals Subject to Review. Borrower and City shall work together to conduct environmental review in accordance with CEQA before City takes action on any plan or entitlement. The Parties agree and acknowledge that any proposed development of the Site might change as a result of various environmental factors. The scope and location of proposed development and the design of the anticipated improvements might well change to account for needs of Borrower, including changes required by any applicable CEQA process.

3.6 Community Outreach. The Borrower conducted two (2) community workshops. The first meeting was held at Forest Gardens Mobile Home Park located at 24001 Muirlands Blvd, Lake Forest, California 92630. The second was held at Mountain View located at 24551 Raymond Way. The community workshops were designed to encourage community feedback on all aspects Item: 10
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of the project including site design, parking, traffic, landscaping, programming, tenancy, and management. The Borrower prepared and provide draft documents and presentations to City staff in advance of the meeting for review and comment.

3.7 Final Plans. Within the time set forth in the Schedule of Performance, Borrower shall submit to City for review and approval a complete set of final plans and specifications for the Project (the “final plans”). The final plans and drawings shall contain all information required to obtain all necessary demolition, grading and building permits required for the Project. City shall exercise reasonable diligence to complete its review of the final plans within forty-five (45) days after a complete submittal. Any disapproval shall be in writing and shall state the reasons therefor.

Upon receipt of a disapproval, Borrower shall, within twenty (20) days, revise or correct the final plans as necessary to conform to City requirements. The same procedures and requirements shall apply to subsequent submittals and reviews until the final plans are finally approved by City.

3.8 Schedule of Performance. Subject to the force majeure provisions of Section 7.9, Borrower shall commence, prosecute, and complete construction of the Project within the time set forth in the Schedule of Performance. Construction shall be continuously and diligently pursued to completion and shall not be abandoned for more than ten (10) consecutive days, except when due to causes beyond the control and without the fault of Borrower, as set forth in Section 7.9 of this Agreement. During the course of construction, Borrower shall, if requested by City, provide to City monthly written reports on the progress of construction. Pursuant to the Schedule of Performance, Developer shall apply for the City to issue a Certificate of Completion (Attachment No. 8), which the City will sign and deliver to Borrower if construction of the Project has been fully and finally completed by Borrower in compliance with the provisions of this Agreement and the City has issued certificates of occupancy for all units in the Project. Issuance by the City of a Certificate of Completion shall be deemed to constitute a termination of this Agreement, which will have no effect thereafter.

3.9 Compliance with Permits and Laws. Borrower shall carry out the design, construction and operation of the Project in conformity with this Section 3 and all applicable federal, state, and local laws, including the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Lake Forest Municipal Code, all applicable disabled and handicapped access requirements, and all environmental mitigation measures imposed as conditions of approval of the Project. In addition, Borrower shall carry out the construction of the Project and the development of the Site in conformity with all applicable federal and state labor laws, including, without limitation, any requirement under either the Davis-Bacon Act to pay prevailing wage rates in effect for the area of the Project as set by the U.S. Department of Labor or under California law to pay prevailing wages and hire apprentices.

With respect to Borrower’s redevelopment of the Site and construction of the Project, Borrower acknowledges and agrees that it shall be required to, and shall be required to cause all of its contractors and their contractors to, pay prevailing wages as, and if, applicable to the Project, in compliance with California Labor Code Section 1720 et seq., and shall be responsible for the keeping of all records which might be required pursuant to Labor Code Section 1770 et seq., including but not limited to Labor Code Section 1776, and complying with the maximum hours requirements of Labor Code Sections 1810 through 1815, if applicable, and complying with all applicable regulations and statutory requirements pertaining thereto. Borrower acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations Item: 10
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with respect to the payment of prevailing wages and complying therewith if and as applicable.

Upon any request by City, Borrower shall provide a true and correct copy of such payroll records as are required under applicable law. In addition to any other Borrower indemnifications of City set forth in this Agreement, Borrower shall indemnify, defend, and hold City and its officers, officials, members, employees, agents, representatives, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (a) the noncompliance by Borrower of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, if applicable, the requirement to pay state prevailing wages and hire apprentices); (b) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (c) failure by Borrower to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the parties that, in connection with the development and construction (as defined by applicable law) of the Project, including, without limitation, any and all public works (as defined by applicable law), Borrower shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. “Increased costs,” as used in this Section 3.9, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive termination of this Agreement and shall continue after completion of the construction and development of the Project by Borrower. Borrower shall be solely responsible for determining and effectuating compliance with such laws. Borrower hereby expressly acknowledges and agrees that City has not previously affirmatively represented to Borrower or its contractor(s) for the construction or development of the Project, in writing or otherwise, in a call for bids or otherwise, that the work to be covered by this Agreement is not a “public work,” as defined in Section 1720 of the Labor Code.

3.10 Insurance. Borrower shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement, duplicate originals or appropriate endorsements of commercial general liability insurance policies in the amount of at least Two Million Dollars ($2,000,000) combined single limit, naming City and its officers, employees, and agents as additional insureds or co-insureds. Borrower shall also furnish or cause to be furnished to City evidence of builder’s risk coverage written on a completed value basis in an amount equal to the full replacement cost of the improvements with coverage available on the so-called non-reporting “all risk” form of policy, including coverage against collapse, fire, and water damage, with such insurance to be in such amounts and form and written by such companies as shall be approved by City. Such policy shall name City as a loss payee. The foregoing insurance policies:
(a) shall be primary insurance and not contributory with any other insurance which City may have;
(b) shall contain no special limitations on the scope of protection afforded to City and its officers, employees, agents, and representatives;
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(h) shall be “date of occurrence” and not “claims made” insurance; (i) shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability;
(j) shall provide that the policy will not be cancelled by the insurer or Borrower unless there is a minimum of thirty (30) days prior written notice to City;
(k) shall be written by a good and solvent insurer admitted in California and registered with the California State Department of Insurance; and
(l) shall be endorsed to state that any failure to comply with the reporting provisions of the policies shall not affect coverage provided to City.

Borrower shall also furnish or cause to be furnished to City evidence reasonably satisfactory to City that Borrower’s Contractor carries workers’ compensation insurance as required by law.

Borrower agrees that the provisions of this Section 3.10 shall not be construed as limiting in any way the extent to which Borrower may be held responsible for the payment of damages to any persons or property resulting from Borrower’s activities or the activities of any person or persons for which Borrower is otherwise responsible. No later than ten (10) days after the Effective Date, Borrower shall provide evidence of the above-required insurance (such as Certificates of Insurance of appropriate insurance binders) and obtain approval thereof from City, which approval shall not be unreasonably withheld or delayed and may be waived in City’s sole and absolute discretion. Evidence of builder’s risk coverage may be provided after Borrower receives all necessary construction financing.

2.7 Right of Access. City and its officers, officials, employees, agents and representatives shall have the right of access to the Site, upon reasonable prior written notice, without charges or fees, for the purposes of this Agreement, including but not limited to, the inspection of the work being performed in constructing the Project, so long as City representatives comply with all safety rules and do not interfere with, delay or interrupt Borrower’s construction activities. It is understood that City does not by this right of access assume any responsibility or liability for a negligent inspection or failure to inspect.

2.8 Borrower Responsible for Cost of Development. Except to the extent City has specifically agreed to provide the City Loan pursuant to Section 2, Borrower shall be responsible for all costs of developing the Project, including but not limited to predevelopment costs incurred for items such as planning, design, engineering, and environmental remediation; all development and building fees; the cost incurred to demolish and clear any and all existing improvements, furnishings, fixtures, and equipment from the Site requiring removal; relocation expenses payable to occupants of the Site as required; costs for insurance and bonds (as required); costs for financing; all on-site construction costs; costs for any necessary public improvements; and legal fees.

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1.35 Indemnity. Borrower shall defend, indemnify, assume all responsibility for, and hold City and their officers, officials, members, employees, agents, representatives, and volunteers, harmless from all claims, demands, damages, defense costs or liability of any kind or nature relating to (a) any damages to property or death or injuries to persons (including reasonable attorneys’ fees and costs and expert witness fees), which may be caused by any acts or omissions of Borrower under this Agreement, whether such activities or performance of this Agreement be by Borrower or by anyone directly or indirectly employed or contracted with by Borrower and whether such damage shall accrue or be discovered before or after termination of this Agreement, except to the extent such matters are caused by the active negligence or willful misconduct of City or its officers, officials, members, employees, agents, representatives, or volunteers acting in an official capacity, or (b) any litigation, administrative or adjudicative challenge by third parties to the validity, applicability, interpretation or implementation of this Agreement, or the certification or approval of the environmental document(s) with respect to the Project and this Agreement, (c) any default of this Agreement by Borrower, or (d) any activities or conditions in, on or under the Site.

1.36 Prevailing Wage.

1.36.1RESPONSIBILITY. BORROWER SHALL ASSUME ANY AND ALL

RESPONSIBILITY AND BE SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR

NOT LABORERS EMPLOYED RELATIVE TO THE PROJECT WORK MUST BE PAID THE

PREVAILING PER DIEM WAGE RATE FOR THEIR LABOR CLASSIFICATION AND THE

APPLICABLE PREVAILING PER DIEM WAGE RATE PURSUANT TO EITHER THE DAVIS-BACON ACT (40 U.S.C. §§ 3141 ET SEQ.) OR LABOR CODE SECTIONS 1720 ET SEQ., AS APPLICABLE.

1.36.2WAIVERS AND RELEASES. BORROWER, ON BEHALF OF

ITSELF, ITS SUCCESSORS, AND ASSIGNS, WAIVES AND RELEASES CITY FROM ANY

RIGHT OF ACTION THAT MAY BE AVAILABLE TO DEVELOPER PURSUANT TO LABOR CODE SECTION 1781 OR THE DAVIS-BACON ACT. RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 3.10.2, BORROWER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.

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1.36.3INITIALS. BY INITIALING BELOW, BORROWER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF SECTION 3.9:
_________________
Initials of Authorized
BORROWER Representative

1.36.4INDEMNITY. BORROWER SHALL INDEMNIFY CITY ,
PURSUANT TO SECTION 3.13, AGAINST ANY PREVAILING WAGE ACTIONS ARISING

FROM THIS AGREEMENT, THE DEMOLITION WORK OR THE CONSTRUCTION ASSOCIATED WITH THE PROJECT.

2.9 Relocation Indemnification. Borrower shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs required, as applicable, to comply with all applicable federal and state laws, rules, and regulations, including but not limited to the California Relocation Assistance Law, Government Code Section 7260, et seq., and the implementing regulations thereto codified in California Code of Regulations, Title 25, Chapter 6, Section 6000, et seq. (collectively, the “Relocation Laws”). Any relocation shall be performed in accordance with a relocation plan approved by City. Borrower shall indemnify, defend, and hold City harmless from and against any alleged or actual claims, liabilities, damages, remedies, causes of action, demands, or losses, and other liabilities made against them related to (1) the acquisition or the use of the Site by Borrower; (2) compliance with the Relocation Laws; (3) displacement or benefits owned to tenants on the Site including without limitation claims for relocation assistance and inverse condemnation; and (4) any other compensation of whatever kind or nature arising from current or prior occupancy or use of the Site, and/or any move, displacement, relocation therefrom.

4. USE OF SITE; AFFORDABILITY COVENANTS.

Borrower and its successors and assigns shall use, operate, and maintain the Site as an affordable rental housing project in accordance with the provisions of this Agreement and the Regulatory Agreement. The Regulatory Agreement provides that as all of the units in the Project except for the manager’s unit shall be rented to income-qualified tenants at Affordable Rents, as that term is defined herein and in the Regulatory Agreement, for a period of fifty-five (55) years.

Further, as provided in Section 3.2, one office within the Project shall be provided at no cost or liability to the police department for sole use by the police department for any and all purposes deemed necessary or convenient by the police department in perpetuity unless the City, in its discretion, authorizes a different use for this space. The police department shall either be the police department of the City or any police department that the City contracts with for police services.

The current Affordable Rent is as follows, but is subject to change pursuant to state law, as issued by the California Department of Housing and Community Development, or TCAC.

The following table is meant to be illustrative of Affordable Rent, however, Borrower is required to ensure applicable affordability restrictions follow the more restrictive limits based on funding sources.

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INCOME LIMIT

CATEGORY
BASED ON 2024

HCD INCOME
LIMITS
2 PERSON

HOUSEHOLD
4 PERSON

HOUSEHOLD
ONE

BEDROOM
TWO

BEDROOM
THREE

5. OPERATING STANDARDS

5.1 Selection of Tenants. The City desires that the Project serve as many local residents and those working in the City as possible. To that end, the Borrower shall employ its best efforts to provide information to the City community regarding the availability of the units and provide guidance and instructions to interested local parties. Borrower shall be responsible for the selection of tenants for the units in compliance with this Agreement and consistent with the Prescribed Rent Levels and Tenant Mix. To the greatest extent legally allowable, preference will be afforded residents to the City and persons who are verifiably living or employed within City limits. Borrower shall conduct due diligence and background evaluation of all prospective tenants, including, without limitation, a criminal background check (as legally permissible) and third-party verification of income, to evaluate references, credit worthiness, and related qualifications.

5.2 Occupancy Limits. To the greatest extent allowed by law, the maximum occupancy of the units shall not exceed more than such number of persons as is equal to two persons per bedroom, plus one. Thus, for the one (1) bedroom units, the maximum occupancy shall not exceed three (3) persons. For the two (2) bedroom units, the maximum occupancy shall not exceed five (5) persons. For the three (3) bedroom units, the maximum occupancy shall not exceed seven (7) persons.

5.3 Income of Tenants. Each person or family qualifying to occupy one of the restricted units shall do so at the appropriate Affordable Rent, based on the most restrictive limits of Borrower’s funding sources, which meets the eligibility requirements established for the corresponding unit, and Borrower shall obtain a certification from each tenant renting or leasing each unit which substantiates such fact.

5.4 Property Manager. Borrower shall manage or cause the Project, and all appurtenances thereto that are a part of the Project, to be managed in a prudent and business-like Item: 10
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manner, consistent with good property management standards for other comparable first quality, well-managed affordable rental housing projects in the County. Borrower may contract with a property management company or property manager, to operate and maintain the Project; provided, however, the selection and hiring of the Property Manager (and each successor or assignee), including any Affiliate, is and shall be subject to prior written approval of the City Manager (or designee) in his or her discretion. . National Community Renaissance of California shall be deemed to be an approved property management company. The Property Manager shall manage the Project in accordance with the definitions of Affordable Rent herein, the tenant selection requirements contained in Section 5.1, and the definitions relating to income contained in Section 5.3. Borrower shall conduct due diligence and background evaluation of any non- affiliated or potential third-party property manager or property management company to evaluate experience, references, credit worthiness, and related qualifications as a property manager. Any proposed property manager shall have significant and relevant prior experience with affordable housing projects and properties comparable to the Project and the references and credit record of such property manager/company shall be investigated (or caused to be investigated) by Borrower prior to submitting the name and qualifications of such proposed property manager to the City Manager for review and approval. A complete and true copy of the results of such background evaluation shall be provided to the City Manager. Approval of a Property Manager by the City Manager shall not be unreasonably delayed but shall be in his/her sole reasonable discretion, and the City Manager shall use good faith efforts to respond as promptly as practicable in order to facilitate effective and ongoing property management of the Project on either a temporary or permanent basis. The replacement of a Property Manager by Borrower and/or the selection by Borrower of any new or different Property Manager during the Affordability Period shall also be subject to the foregoing requirements, except in the case of temporary management by a lender or limited partner of Borrower, which shall be immediately submitted to City for approval and will not last longer than 30 days.

5.5 Property Management Plan. Within the time set forth in the Schedule of Performance, Borrower shall prepare and submit to the City Manager for review and approval, a management plan for the Project which must include (i) a detailed plan and strategy for long term marketing, operation, maintenance, repair and security of the Project, (ii) a description of social services for the residents of the units, (iii) on-site parking policies, (iv) the method of selection of tenants, (v) rules and regulations for tenants, and (vi) other rental policies for the Project (the “Property Management Plan”). The City Manager shall review and shall act reasonably to approve or disapprove the Property Management Plan within a reasonable time. The approval of the Property Management Plan is a necessary condition precedent to approval by City of Project building plans. Subsequent to approval of the Property Management Plan by the City Manager the ongoing management and operation of the Project shall be in compliance with the approved Property Management Plan. During the Affordability Period, Borrower and its Property Manager may from time to time submit to the City Manager proposed amendments to the Property Management Plan, the implementation of which shall also be subject to the prior written approval of the City Manager.

5.6 Code Enforcement. Borrower acknowledges and agrees that the City, and its employees and authorized agents, shall have the right to conduct code compliance and/or code enforcement inspections of the Project and the units, both exterior and interior, at reasonable times and upon reasonable notice (not less than forty-eight (48) hours’ prior notice, except in an Item: 10
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emergency) to Borrower and/or an individual tenant. If such notice is provided by City representative(s) to Borrower, then Borrower (or its Property Manager) shall immediately and directly advise any affected tenant of such upcoming inspection and cause access to the area(s) and/or unit(s) at the Project to be made available and open for inspection. Borrower shall include express advisement of such inspection rights within the lease/rental agreements for each unit in the Project in order for each and every tenant and tenant household to be aware of this inspection right.

6. DEFAULTS AND REMEDIES.

6.1 Defaults-General. Failure or delay by either Party to perform any term or provision of this Agreement constitutes a default under this Agreement; provided, however, such Party shall not be deemed to be in default if (a) it cures, corrects, or remedies such default within thirty (30) days after receipt of a notice from the other Party specifying such failure or delay, or (b) for defaults that cannot reasonably be cured, corrected, or remedied within such time period, if such Party commences to cure, correct, or remedy such failure or delay within such time period after receipt of a notice from the other Party specifying such failure or delay, and diligently prosecutes such cure, correction or remedy to completion, within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). The injured Party shall give written notice of default to the party in default, specifying the default complained of by the injured Party. Except as required to protect against further damages, the injured Party may not institute legal proceedings against the Party in default until the time for cure, correction, or remedy of a default has expired. Except as otherwise expressly provided in this Agreement, any failure or delay by a Party in giving a notice of default or in asserting any of its rights and remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.

6.2 Institution of Legal Actions. In addition to any other rights or remedies, either Party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of this Agreement. Such legal actions must be instituted and maintained in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that county.

6.3 Applicable Law. The internal laws of the State of California without regard to conflict of law principles shall govern the interpretation and enforcement of this Agreement.

6.4 Additional City Remedies. In addition to any other rights or remedies available at law or in equity, upon a default of Borrower , City may do any of the following: (a) refuse to advance all or any part of the City Loan; (b) wholly or partially suspend or terminate the award of the City Loan; (c) wholly or partially suspend or terminate this Agreement; and (d) require Borrower to repay any City Loan funds which City determines were not expended in compliance with the requirements of this Agreement. Upon the occurrence of an event which, with the passage of time or the giving of notice, would constitute a default of Borrower, City may temporarily withhold disbursement of City Loan proceeds pending correction of the default by Borrower.

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1.37 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7. GENERAL PROVISIONS.

7.1 Attorneys’ Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs of suit from the losing party.

7.2 Notices. All notices to be delivered under this Agreement to the other party shall be addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto:

To City:

City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
Attention: Debra Rose, City Manager
Facsimile: (949) 461-3410
Email: [email protected]
Copy to:

Best Best & Krieger LLP
18101 Von Karman Avenue, STE 1000
Irvine, CA 92612
Attention: Elizabeth Hull, Esq.

Facsimile: (949) 263-2608
Email: [email protected]
To Borrower:

National Community Renaissance of California
9692 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
Email: [email protected]
Copy to:

Edward A. Hopson
655A North Mountain Avenue
Upland, CA 91786
Email: [email protected]
[email protected]
Notices personally delivered; delivered through the United States mail, by registered or certified mail, postage prepaid; by means of prepaid overnight delivery service; or by email are acceptable forms of notice. Notices shall be deemed given upon receipt in the case of personal delivery, two days after deposit in the mail, or the next business day in the case of email or overnight delivery. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as any Party may from time to time designate in writing. Notices transmitted electronically which are sent after 5:00 p.m. on a business day or on a weekend or holiday shall be deemed received at 8:00 a.m. on the next successive business day unless the sender receives a notice that the transmittal could not be delivered to the intended recipient.

7.3 RESERVED

7.4 Binding on Heirs. This Agreement shall be binding upon the parties hereto and their respective heirs, representatives, transferees, successors, and assigns.

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1.38 Entire Agreement, Waivers, and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to all or part of the subject matter hereof.

All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the party to be charged. Any amendment or modification to this Agreement must be in writing and executed by City and Borrower.

1.39 Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the internal laws of the State of California.

1.40 Authority. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound.

1.41 Nonliability of City Officials and Employees. No member, official, employee, or contractor of City shall be personally liable to Borrower in the event of any default or breach by City or for any amount which may become due to Borrower or on any obligations under the terms of this Agreement.

1.42 Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, and except as expressly set forth in this Section 7.9, performance by either party hereunder shall not be deemed to be in default and such party shall be entitled to an extension of time to perform its obligations hereunder where delays in performance are due to causes beyond the control and without the fault of such party, including as applicable: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of the public enemy; epidemics; quarantine restrictions; federal, state or local declarations of emergency; freight embargoes; lack of transportation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplies; acts of the other party; acts or the failure to act of City or any other public or governmental agency or entity (except that any act or failure to act of or by City shall not excuse performance by City). Notwithstanding the foregoing, Borrower’s inability to secure satisfactory financing, interest rates, and market and economic conditions shall not entitle Borrower to an extension of time to perform. An extension of time for any cause permitted under this Section 7.9 shall be limited to the period of the enforced delay, which period shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of knowledge of the commencement of the cause. If no written notice is sent within thirty (30) days, for purposes of measuring the extension period for performance of the obligation in question, the period of the enforced delay shall commence to run from the date written notice is sent to the other party.

Times of performance under this Agreement may be extended by mutual written agreement of City and Borrower.

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1.43 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. In the event that all or any portion of this Agreement is found to be unenforceable, this Agreement or that portion which is found to be unenforceable shall be deemed to be a statement of intention by the parties; and the parties further agree that in such event, and to the maximum extent permitted by law, they shall take all steps necessary to comply with such procedures or requirements as may be necessary in order to make valid this Agreement or that portion which is found to be unenforceable.

1.44 Representations and Warranties. Borrower and each person executing this Agreement on behalf of Borrower represents and warrants that: (a) Borrower is a California corporation in good standing and authorized to do business in the County of Orange; (b) Borrower has all requisite power and authority to carry out its business as now and whenever conducted and to enter into and perform its obligations under this Agreement and the agreements attached to this Agreement; (c) by proper action of Borrower, Borrower’s signatories have been duly authorized to execute and deliver this Agreement; (d) the execution of this Agreement by Borrower does not violate any provision of any other agreement to which Borrower is a party; and (e) except as may be specifically set forth in this Agreement, no approvals or consents not heretofore obtained by Borrower are necessary in connection with the execution of this Agreement by Borrower or with the performance by Borrower of its obligations hereunder.

1.45 City Contract Administration. The City Manager for the City (or his or her authorized representative) shall administer this Agreement on behalf of City and shall have the authority to issue interpretations, waive provisions, extend deadlines, and enter into amendments of this Agreement on behalf of City so long as such actions do not substantially add to the costs of City as specified herein.

1.46 Plans, Drawings and Documents to be Assigned to City. If this Agreement is terminated for any reason other than an uncured material default by City hereunder, Borrower covenants to immediately assign and release to City any ownership rights and interest that Borrower may have in any and all of the plans, drawings, and permits as have been prepared for the development of the Project prior to the termination; provided, that Borrower does not covenant to convey the copyright or other ownership rights of third parties.

1.47 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.

1.48 Attachments. Attachment Nos. 1-8 attached to this Agreement are incorporated herein by this reference and made a part hereof. Said Attachments are identified as follows:

ATTACHMENT NO. 1 LEGAL DESCRIPTION OF SITE
ATTACHMENT NO. 2 SCHEDULE OF PERFORMANCE
ATTACHMENT NO. 3 PROJECT BUDGET
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ATTACHMENT NO. 4 PROMISSORY NOTE SECURED BY DEED OF TRUST

WITH ASSIGNMENT OF RENTS
ATTACHMENT NO. 5 DEED OF TRUST WITH ASSIGNMENT OF RENTS ATTACHMENT NO. 6 REGULATORY AGREEMENT AND DECLARATION

OF COVENANTS AND RESTRICTIONS
ATTACHMENT NO. 7 BORROWER’S PRO FORMA
ATTACHMENT NO. 8 CERTIFICATE OF COMPLETION
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, City and Borrower have executed this Agreement as of the date set forth above.
“CITY”
CITY OF LAKE FOREST, a California
municipal corporation
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney

CITY OF LAKE FOREST

HOUSING AUTHORITY
By:

Name: _______________________________
Its:___________________________________
ATTEST:

Secretary
“BORROWER”

NATIONAL COMMUNITY RENAISSANCE
OF CALIFORNIA, a California nonprofit
public benefit corporation
By:

Michael M. Ruane
Its: President
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ATTACHMENT NO. 1

LEGAL DESCRIPTION OF SITE
That certain property located in the City of Lake Forest, County of Orange, State of California, described as follows:

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LAKE

FOREST IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 3, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 140, PAGES 40 AND 41 OF PARCEL MAPS, RECORDS OF SAID ORANGE COUNTY.

ALSO EXCEPTING THEREFROM ALL MINERAL RIGHTS, INCLUDING WITHOUT

LIMITATION ALL OIL, GAS, HYDROCARBON, AND SIMILAR RIGHTS, AND ALL

WATER, WATER RIGHTS, GEOTHERMAL STEAM, POWER WITHIN OR UNDERLYING

SAID PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF DEVELOPMENT THEREOF; PROVIDED, HOWEVER, THAT THE RIGHTS THEREIN RESERVED AND

EXCEPTED DO NOT INCLUDE THE RIGHT TO ENTER UPON THE SURFACE AND THE TOP 500 FEET OF THE SUBSURFACE OF SAID LAND, AS RESERVED IN DEED FROM OCCIDENTAL LAND, INC., A CALIFORNIA CORPORATION, RECORDED OCTOBER 14, 1977, IN BOOK 12414, PAGE 1152, OFFICIAL RECORDS.

APN 617-491-03; APN 617-491-04
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ATTACHMENT NO. 2

SCHEDULE OF PERFORMANCE

ITEM OF PERFORMANCE TIME FOR PERFORMANCE

1. Borrower provides evidence of insurance
(§ 3.9).

Within 10 days after the Effective Date.

2. Borrower submits final building plans for City's
review and approval (§ 3.6).
within 45 days after the Tax Credit
Allocation Date

3. City approves (or disapproves) final building
plans for Project (§ 3.6).

Within 30 days after a complete submittal.

4. If final building plans are disapproved (Item No.
3), Borrower makes necessary corrections and
revisions and resubmits and uses reasonable
diligence to seek approval of same (§ 3.6).

Within 20 days after notice of disapproval.

5. City approves final building plans for Project
and issues Ready to Issue Permit letter.

Within 150 days after the Tax Credit
Allocation Date.

6. Borrower submits evidence of financial
capability (§ 2.8).

Within 120 days after the Tax Credit
Allocation Date.

7. City’s Finance Director approves (or
disapproves) Borrower's evidence of financial
capability (§ 2.8).

Within 14 days after receipt of submittal.

8. Borrower executes and delivers to City the City
Note, Deed of Trust and Regulatory Agreement
(§ 2.7).

Within 5 days after the satisfaction of all of
the Funding Conditions in Section 2.3(b)-
(g).

9. All of the Funding Conditions are satisfied
(§ 2.4).

Within 180 days after the Tax Credit
Allocation Date, or such earlier time as
provided in the Agreement with respect to
individual Funding Conditions.

10. City executes and records the Deed of Trust and
Regulatory Agreement (§ 2.7).

Within 10 days after the Funding Conditions
Satisfaction Date.

11. City disburses the City Loan to Borrower
(§ 2.5).

After the Funding Conditions Satisfaction
Date.

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ITEM OF PERFORMANCE TIME FOR PERFORMANCE
12 City approves Property Management Plan (§5.6) Prior to issuance of building permits.

13. Borrower obtains building permits and
commences construction of the Project (§ 3.7).

Within 180 days after the Tax Credit
Allocation Date.

14. Borrower completes construction of the Project
and obtains City approval of final inspection and
Certificate of Completion (§ 3.7).

Within twenty-four (24) months after
commencement of construction.

It is understood that the foregoing Schedule is subject to all of the terms and conditions of the text of the Agreement. The summary of the items of performance in this Schedule is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule and the text of the Agreement, the text shall govern.

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ATTACHMENT NO. 3

PROJECT BUDGET

SOURCES
Permanent Loan $ 8,324,431
City Loan $ 4,350,000
OCHFT Loan $ 3,490,000
General Partner $ 100 Tax Credit Equity $ 27,063,959 Total $ 43,228,490
USES
Land $ 6,100,000
Fees, Permits, Studies $ 1,485,000 Direct Construction Costs $ 24,434,772 Indirect Construction
Costs $ 3,313,189
Rent Up/Marketing $ 131,000 Financing Costs $ 3,588,103 Other: Reserves, Dev Fee $ 3,064,546 Other: Perm Relocation $ 1,111,880 Total $ 43,228,490
Item: 10
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PROMISSORY NOTE SECURED BY DEED OF TRUST

WITH ASSIGNMENT OF RENTS
[INSERT DATE] (the “Note Date”)
FOR VALUE RECEIVED, the undersigned, [CORPORATE NAME], a California [CORPORATE TYPE] (the “Borrower”), promises to pay to the CITY OF LAKE FOREST, a California municipal corporation and the CITY OF LAKE FOREST HOUSING AUTHORITY (collectively referred to herein as the “City”), the sum of $4,350,000.00, together with interest, plus such other costs, charges, and fees which may be owing from time to time, all subject to the terms, conditions, and provisions hereinafter set forth in this Promissory Note Secured by Deed of Trust With Assignment of Rents (the “Note”).

Reference is made to the following (which, together with this Note are sometimes collectively referred to as the “Loan Documents”):
(i) The Affordable Housing and Loan Agreement, with all Attachments thereto, by and between City and Borrower’s predecessor in interest National Community Renaissance of California (the “Developer”), dated _______________, 2025, as may be amended from time to time (the “Affordable Housing Agreement”), which sets forth terms and conditions for Borrower’s development and operation of an affordable apartment project (the “Project”) on that certain real property consisting of approximately 1.6 acres of land area located in the City of Lake Forest, County of Orange, State of California, as more particularly described in the legal description attached as Attachment No. 1 to the Affordable Housing Agreement (the “Site”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Affordable Housing Agreement.
(ii) The Regulatory Agreement by and between City and Borrower, in the form attached as Attachment No. 6 to the Affordable Housing Agreement, and recorded against the Site on or about the date of this Note, as may be amended from time to time (the “Regulatory Agreement”). (iii) The Deed of Trust With Assignment of Rents that shall be executed by Borrower for the benefit of City securing the City Loan, and recorded against the Site on or about the date of this Note in the Official Records of Orange County, California, as may be amended from time to time (the “Deed of Trust”).

1. Loan Amount; Interest. The principal amount of the City’s loan to Borrower is $4,350,00.00 (the “City Loan”). Simple interest shall accrue on the outstanding principal balance at the rate of three percent (3%) per annum, or the maximum legal limit, whichever is less, from the date that the permanent loan made to Borrower for the Project funds and records until accrued interest and unpaid principal due hereunder are paid in full. The City Loan shall be Item: 10
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disbursed to or for the benefit of Borrower in accordance with the terms set forth in the Affordable Housing Agreement.

2. Terms of Repayment.
(a) Annual Residual Receipt Payments. Commencing the first year in which the Residual Receipts (as defined below) is a positive number, and if the California Department of Housing and Community Development (“HCD”) or any successor entity thereto is a lender on the Project or originates a loan for the Project from a State of California loan program which it administers (such as, for example, a “No Place Like Home” loan), then, consistent with Section 8314(a)(2)(A) of the California Code of Regulations, Title 25, Section 1, Chapter 7, Subchapter 19, borrower shall make annual payments to City in an amount equal to an allocable portion of 50% of the Residual Receipts (as defined below) produced from the operation of the Project based upon the ratio of the initial principal balance of this Note to the respective initial principal balances of all promissory notes evidencing loans to the Project which are paid from Residual Receipts produced from operation of the Project. Payments for each calendar year shall be made on May 31 of the following year. For purposes of this Section 2, the following definitions shall apply
The term “Residual Receipts” shall mean, with respect to any calendar year, the amount of Income for such calendar year reduced by the Expenses for such calendar year.

The term “Income” shall mean all money and income derived by Borrower from the Site, including without limitation all rental income paid by tenants, all rental subsidy payments made by governmental agencies, deposits forfeited by tenants, net proceeds received by Borrower from vending and laundry room machines, and income from any source related to Borrower’s ownership and operation of the Project, but not including the following: tenant deposits unless forfeited, interest received on all required reserve accounts, loan proceeds, capital contributions or loans to Borrower by its partners or similar advances, amounts released from reserves or interest on reserves, or insurance or condemnation proceeds.

The term “Expenses” shall mean the sum of the following:
(i) regularly scheduled non-contingent payments of interest, principal, impounds (so long as required impound expense costs do not duplicate other permitted Expenses), and fees and charges, if any, required on loans in accordance with the original loan documents evidencing such indebtedness, or any amendments or refinancing of such indebtedness consented to by City;
(ii) all normal and necessary expenses actually and reasonably incurred by Borrower in owning, operating, maintaining, repairing, and replacing the Project on the Site, including insurance premiums, taxes and assessments, maintenance and repair expenses (to the extent that such repairs and/or maintenance expenses are not paid out of reserves), utilities (not paid by the tenants), accounting, audit and legal expense attributable to the Project, real property taxes and assessments, office expenses incurred for the operation of the Project; salaries, wages, or other compensation to the employees or agents of Borrower employed on-site, if any, in connection with the Item: 10
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maintenance, leasing, administration or operation of the Project, along with all withholding taxes, insurance premiums, social security payments and other payroll taxes or payments; issuer, occupancy and monitoring inspection fees, if any; and the cost of social programs at the Project approved by City ((Expenses will not include depreciation and other similar non-cash expenses, repairs or expenses paid from insurance proceeds and any costs or expenses paid or reimbursed by third parties, and federal and state taxes on income);
(iii) property management fees which shall not exceed six percent (6%) of the gross rental income received by Borrower in connection with its rental of units at the Project for the applicable calendar year;
(iv) deposits and required payments into accounts maintained for operating reserves and/or an operating deficit reserves and/or capital replacement reserves and/or any similar reserve account established and maintained in satisfaction of any lender or investor requirement approved by the City, in an annual amount of $500 per unit per year, or such higher amount as required by a senior mortgagee or the tax credit investor and approved as an Expense by City in its reasonable discretion; (v) reserves for operating expenses in an amount sufficient to pay six (6) months of the expenses referred to in clauses (i)-(iii) above, or such higher amount as required by a senior mortgagee or the tax credit investor and approved as an Expense by City in its reasonable discretion; and any required debt service reserve payment required by the terms of the Amended and Restated Agreement of Limited Partnership of Borrower.
(vi) any asset management fee paid to a limited partner in Borrower not to exceed $7,500 per calendar year;
(vii) any partnership and/or asset management fee paid to a non-profit general partner of Borrower not to exceed $20,000 per calendar year; (viii) payment of any Deferred Developer Fee paid to the “Developer,” which shall be National Community Renaissance of California unless otherwise provided in the Amended and Restated Agreement of Limited Partnership (the “Limited Partnership Agreement”) for Borrower or an assignee of Borrower, approved by the City’s City Manager or designee and City Attorney as provided in the Affordable Housing Agreement, together with interest at the interest rate thereon required to comply with applicable provisions of such Limited Partnership Agreement until such Deferred Developer Fee and interest have been paid in full, all to the extent such Deferred Developer Fee is not paid from capital contributions to Borrower or from other financing proceeds;
(ix) payments to repay (A) any voluntary loan or capital contribution made by the tax credit investor (which has been approved by the City’s City Manager or designee and City Attorney) while acting in its capacity as a limited partner of Borrower (a “tax credit investor”) under the provisions of Borrower’s Limited Partnership Item: 10
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Agreement, and (B) any payments to repay any tax credit adjustor(s) which might be required pursuant to applicable provisions of such Limited Partnership Agreement approved by the City; and
(x) and all other fees and expenses which may be permitted by the annual budget approved by the City.

Expenses will be considered “normal and necessary” if incurred generally for similarly structured, financed and restricted rental properties. Expenses shall not include any items paid from any of the reserves described in subsections (iv) and (v) above. Commencing on the first January 1 that occurs after a period of one (1) year has expired since the completion of the Project and on each January 1 thereafter, the fees in subsections (iii), (vi) and (vii) may be increased by three percent (3%) of the then current amount. (b) Maturity Date; Extension. Unless due at an earlier time by virtue of the acceleration of the balance hereof in accordance with Sections 4 or 5 of this Note, any remaining unpaid principal balance of this Note, plus unpaid accrued interest, and any other amounts due hereunder shall be due and payable in a single lump sum payment on the date that is fifty-five (55) years from the date that all units in the Project have received all required occupancy permits from the City, but in no event later than the date that is fifty-seven (57) years after the Note Date. (c) Cost Reductions or Increases. The parties acknowledge and agree that the City Loan is intended to partially finance the financing “gap” of the Project (the amount needed to pay the excess of the Total Development Costs over the financing and other funding sources available to Borrower from all other sources for construction of the Project) but in no event to provide funding (when combined with all other sources of financing and other funding sources available to Borrower for construction of the Project) in excess of the Total Development Costs. The term “Total Development Costs” shall mean the total cost set forth in the Project Budget for the items in the Project Budget under the headings Sources and Uses (the “Development Items”). For purposes of calculating the Total Development Costs, the cost figures for the Development Items shall be those in the Project Budget that is approved in connection with Borrower’s submittal of its evidence of financial capability to develop the Project pursuant to Section 2.8 of the Affordable Housing Agreement. The term “Actual Development Costs” shall mean the actual and reasonable expenses incurred by Borrower for the Development Items. If the Actual Development Costs exceed the sum of all financing and other funding sources available to Borrower for construction of the Project (the difference being a “Project Deficit”), Borrower shall be solely responsible for causing payment (through third party financing or other funds or through deferring payment of Developer Fee) of the Project Deficit. If the Actual Development Costs are less than the sum of the financing and other funding sources available to Borrower for construction of the Project (the difference being a “Project Surplus”), then the Project Surplus shall be applied first to pay the deferred developer fees and then to reduce or repay the City Loan, unless otherwise required by other project funding sources.
(d) Late Charge. If Borrower fails to timely make a required payment within 10 days following the due date of such payments, interest at the rate of ten percent (10%) per Item: 10
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annum or the maximum legal rate then applicable, whichever is less, shall accrue on the outstanding installment amount due dating from the day when that installment payment was due. (e) Prepayment. Borrower shall have the right to prepay all or any portion of this Note at any time without penalty.
(f) Application of Payments. All payments shall be first credited to accrued and unpaid interest, next to costs, charges, and fees which may be owing from time to time, and then to reduction of the outstanding principal balance. All payments shall be made in lawful money of the United States.
(g) Place of Payment. Payments shall be made to City at 100 Civic Center Drive, Lake Forest, California, 92630 or at such other address as City or the holder of this Note may direct pursuant to written notice delivered to Borrower.

3. Records; Audit. Borrower shall submit to City on or before the date that is 90 days following the end of each calendar year a draft of an audited financial statement of Borrower for the preceding calendar year prepared by an independent professional accountant of Borrower's choosing in accordance with generally accepted accounting principles, showing in reasonably accurate detail the anticipated amount of Residual Receipts for the calendar year covered by the draft audited financial statement. The final Borrower audited financial statement shall be delivered to the City within 120 days following the end of each calendar year.

Remittance of any payment due to the City shall be delivered to the City within 150 days following the end of each calendar year. Within 90 days following the end of each calendar year, Borrower shall also submit to the City a balance sheet, statement of income and expense and cash flows prepared by Borrower's accountant in accordance with generally accepted accounting principles and accompanied by an accountant report and opinion (provided, however, a calculation of Residual Receipts shall not be due until 150 days after the close of each calendar year). The reports and certificates referred to herein shall be in such form and contain such details and breakdown as the City may deem reasonably acceptable. The acceptance by City of payments shall be without prejudice to City's right to an examination of the books and records of Borrower in order to verify the amount of Residual Receipts. Borrower shall keep and maintain full, complete, accurate and auditable books, records and accounts of all Income and Expenses for a calendar year or partial calendar year until the date that it is at least 4 years after the installment payment for such year is made. City and its designated agents and employees shall have the right at reasonable times upon request, to examine and inspect all of the books and records of Borrower for the purpose of investigating and verifying the accuracy of any payment by Borrower. In addition, City may twice in any calendar year cause an audit of Borrower’s books and records to be made by an independent certified accountant of City’s selection, and if the statement of the amount due to City made by Borrower shall be found to be inaccurate, then and in that event, there shall be an adjustment and one party shall pay to the other on demand such sums as may be necessary to settle in full the accurate amount that should have been paid for the period or periods covered by such inaccurate statement and payment, together with interest on any past due amounts in accordance with Section 2(d) herein. If said audit shall disclose an inaccuracy in favor of Borrower which resulted in an underpayment greater than three percent (3%) for the applicable period, then Borrower shall immediately pay to City the cost of such audit; otherwise, the cost of such audit shall be paid by City. If City requests an Item: 10
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inspection or makes an audit as set forth herein, the necessary books and records shall be produced at the Site within five (5) business days after request therefor.

4. Default. Borrower shall be deemed in default of this Note in the event (i) Borrower fails to timely make a required payment within ten (10) days following the due date of any payment due hereunder, or (ii) Borrower is in default of any of the other terms of this Note and such default is not cured within thirty (30) days after Borrower’s receipt of written notice from City specifying the event constituting the default, or (iii) Borrower is in default of the Affordable Housing Agreement, at any time when the Affordable Housing Agreement is in force, but not after the City has issued its Certificate of Compliance (which is the deemed termination date for the Affordable Housing Agreement),the Deed of Trust, or the Regulatory Agreement or on any obligations under any documents relating to any other financing that is secured by the Site, and fails to timely cure such default under the terms of the applicable agreement, or within thirty (30) days of receipt of notice from City if there is no cure period, it being understood and agreed by Borrower that a default of any of the foregoing agreements shall be a default of this Note. If the Borrower fails to take corrective action to cure a default within the time limits provided in this Note, and providing that the City shall have been provided with an address for notice for the tax credit investor and, if any, a special limited partner (a “special limited partner”), City shall concurrently with notice to the Borrower also give written notice of such default to the tax credit investor and the special limited partner. In such event, the tax credit investor and the special limited partner shall have the same time period as that given to Borrower hereunder to cure such default; provided, however, if the tax credit investor and the special limited partner find it necessary to remove the general partner of the Borrower (a “General Partner”) in order that such parties may cure such default, then the tax credit investor and the special limited partner may remove and replace the General Partner with a substitute general partner which is the special limited partner or is a nonprofit entity reasonably acceptable to the City, upon City’s written approval, such removal and replacement to be completed in accordance with language for the same in the Limited Partnership Agreement which has been approved by the City. Such replacement general partner shall affect a cure of any such default within the time period set out in this Note provided for the cure of such default. The City agrees to accept on the same basis as if made by Borrower any corrective action to cure or remedy any default which might be tendered by any tax credit investor or special limited partner (which party shall be under no obligation to tender any such cure or remedy). Additionally, in the event that a tax credit investor or special limited partner is precluded from curing a default of Borrower due to an inability to remove the General Partner of Borrower as a result of a bankruptcy, injunction, or similar proceeding by or against Borrower or its General Partner, providing that the tax credit investor or special limited partner proceeds promptly and with reasonable diligence to remove the General Partner of the Borrower under such circumstances and provides the City with evidence reasonably demonstrating the same, the City agrees to forebear from completing a foreclosure (judicial or non-judicial) during the period during which the tax credit investor and the special limited partner are so precluded from acting. In no event shall the City be precluded from exercising any of its remedies in the event of a Borrower default under this Note if the City’s security becomes or is to become materially jeopardized by a failure to cure a default or by the default itself. If a default of this Note is not cured or remedied as provided in this Section 4, the City may it its option exercise any of its remedies hereunder, including accelerating the required full payment of this Note.

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5. Acceleration Upon Sale, Lease, Encumbrance, Refinance. To the extent permitted by applicable law, in addition to City’s acceleration rights under Section 4, if Borrower shall (i) directly or indirectly, voluntarily or involuntarily, sell, assign, transfer, dispose of, alienate, encumber, lease, or agree to sell, assign, transfer, dispose of, alienate, encumber, lease all or any portion of any interest in the Site (excluding the lease of the units on the Site in accordance with the Regulatory Agreement, the lien of the Permitted Encumbrances, any other assignment, transfer, or encumbrance approved in writing by City, and any transfer permitted by the terms of the Affordable Housing Agreement); or (ii) refinance any lien or encumbrance which has priority over the Deed of Trust for a loan amount in excess of the then outstanding sum secured by such lien or encumbrance together with the reasonable cost to effect such refinance or further encumber the Site except as approved by City’s City Manager or designee and City Attorney, then, or at any time thereafter, City, at its option, may declare the entire indebtedness evidenced hereby immediately due and payable. Notwithstanding anything to the contrary contained herein, the following transactions shall be deemed expressly permitted hereunder: (a) transfer by a tax credit investor or a special limited partner of the Borrower to any other entity which is an affiliate of such parties or which is controlled by such parties, so long as such transfer is in compliance with the applicable terms of the Limited Partnership Agreement which has been approved by the City’s City Manager or designee and City Attorney; (b) a change in the beneficial ownership of the tax credit investor or special limited partner so long as each such entity remains controlled by the ownership entity therefore or an affiliate thereof and such change in ownership is in compliance with applicable provisions of the Limited Partnership Agreement which has been approved by the City’s City Manager or designee and City Attorney; (c) the pledge or encumbrance of the interests of the tax credit investor or the special limited partner to or for the benefit of any financial institution which enables the tax credit investor to make its capital contributions to the Borrower, as well as provision of a collateral interest given to such financial institution if and as customary in similar tax credit projects; and (d) removal of any General Partner in Borrower by the tax credit investor or the special limited partner and replacement of any removed General Partner with (y) a General Partner that is an affiliate of the tax credit investor pursuant to the applicable provisions of the Limited Partnership Agreement with notice to the City’s City Manager, or (z) a General Partner that is not an affiliate of the tax credit investor with the approval of the City’s City Manager or designee and City Attorney, which consent shall not be unreasonably conditioned, delayed, or withheld.

6. Collection Costs; Litigation. If this Note is not paid when due, whether at maturity or by acceleration, Borrower promises to pay all costs of collection, including, but not limited to, attorneys’ fees and all expenses incurred in connection with the protection or realization of the collateral securing the payment hereof or enforcement of any guarantee, incurred by City on account of such collection, whether or not suit is filed hereon. In any litigation between the parties arising out of this Note, the Superior Court of the State of California in and for the County of Orange shall have exclusive jurisdiction.

7. Waivers. To the extent permitted by law, Borrower and all endorsers, guarantors, and persons liable or to become liable on this Note waive presentment, protest, and demand, notice of protest, demand, and dishonor and nonpayment of this Note and any and all other notices or matters of a like nature, and consent to any and all renewals and extensions near the time of payment hereof and agree further that at any time and from time to time without notice, the terms of payment herein may be modified or the security described in any documents Item: 10
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securing this Note released in whole or in part or increased, changed, or exchanged by agreement between City and any owner of the premises affected by said documents securing this Note, without in any way affecting the liability of any party to this Note or any persons liable or to become liable with respect to any indebtedness evidenced hereby.

8. No Waiver by City. No waiver of any breach, default, or failure of condition under the terms of this Note or the Deed of Trust or the obligations secured thereby shall be implied from any failure of City to take, or any delay be implied from any failure by City in taking, action with respect to such breach, default, or failure from any prior waiver of any similar or unrelated breach, default, or failure.

9. Usury. Notwithstanding any provision in this Note, the Deed of Trust, or other document securing same, the total liability for payment of any interest shall not exceed the limit now imposed by applicable laws of the State of California.

10. Not Assignable. This Note shall not be assignable or assumable without the express written consent of City, which may be given or withheld in City’s sole and absolute discretion.

11. Severability; Governing Law; Amendment. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

This Note has been executed and delivered by Borrower in the State of California and is to be governed and construed in accordance with the laws thereof. Neither this Note nor any term hereof may be waived, amended, discharged, modified, changed, or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by Borrower and City.

12. Non-Recourse Provisions. This Note shall become a nonrecourse obligation of Borrower on the date that construction of the Project is completed as evidenced by issuance by City of a certificate of occupancy for all of the units in the Project. At such time as this Note becomes nonrecourse, City agrees that Borrower and its constituent partners (the “Nonrecourse Parties”) shall not be personally liable for the payment of any sums now or hereafter owing City under the terms of this Note. If any default should occur under the Loan Documents, City agrees that its rights, as to the Nonrecourse Parties, for any monetary claim shall be limited to a proceeding against the security for the indebtedness evidenced by this Note, and that it shall have no right to proceed directly against the Nonrecourse Parties for the satisfaction of any monetary claim against Borrower or for any deficiency judgment remaining after foreclosure of any real or personal property securing the obligations owed to City under this Note and the Loan Documents. It is expressly understood and agreed, however, that nothing contained in this Section 12 shall in any manner or way constitute or be deemed a release of the debt evidenced by the Note or otherwise affect or impair the enforceability against Borrower of the liens, deeds of trust, assignments, rights and security interests created by the Deed of Trust or any other instrument or agreement evidencing, securing or related to the indebtedness evidenced by the Note. Nothing in this Section 12 shall: (a) preclude City from foreclosing the lien of the Deed of Trust or from enforcing any of its rights or remedies in law or in equity against Borrower or Item: 10
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its assets except as stated in this Section 12; (b) impair, in any manner, any right, remedy or recourse City may have against any party executing a guaranty or indemnity or any obligor of a performance or payment bond furnished under the Loan Documents pursuant to such performance or payment bond; (c) impair, in any manner, any right, remedy or recourse City may have against the Borrower or its General Partner for fraud, waste or a material breach of any of the representations and warranties contained in any of the Loan Documents; (d) impair, in any manner, any right, remedy or recourse City may have against the Borrower or its General Partner for indemnification under any of the Loan Documents; (e) impair, in any manner, any right, remedy or recourse City may have against the Borrower or its General Partner for Borrower’s failure to procure or maintain policies of insurance required by City to the extent of any loss proceeds which would have been generated by an uninsured loss which Borrower was required to insure against, but failed to insure against, as or if required by the Deed of Trust and the Regulatory Agreement; (f) impair, in any manner, any right, remedy or recourse City may have against the Borrower or its General Partner for any prohibited sale, transfer, conveyance or encumbrance in breach of any of the Loan Documents; or (g) impair, in any manner, any right, remedy or recourse City may have against the Borrower or its General Partner as a result of any right, remedy or recourse to which City has been subrogated for any reason (other than to the extent Borrower has paid or performed the obligation to which City has been subrogated). [SIGNATURE ON NEXT PAGE]
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IN WITNESS WHEREOF, Borrower has executed this Note as of the date first above written. “BORROWER”
[CORPORATE NAME], a California
[CORPORATE TYPE]
By:
[NAME], [POSITION]
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ATTACHMENT NO. 5

DEED OF TRUST WITH ASSIGNMENT OF RENTS
[Attached]
Item: 10
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT NOTARY CIVIL CODE § 1189

STATE OF CALIFORNIA

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

I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public
Item: 10
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
Attn: City Manager
______________________________________________________________________________ SPACE ABOVE FOR RECORDER’S USE ONLY

EXEMPT FROM RECORDING FEE PER
GOVERNMENT CODE §27383

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(This Deed of Trust Contains an Acceleration Clause)
THIS DEED OF TRUST is made this ___ day of ______________, 2025, by and among [CORPORATE NAME], a California [CORPORATE TYPE] (the “Trustor”), whose address is [CORPORATE ADDRESS], attn.: [CORPORATE CONTACT], the CITY OF LAKE FOREST, a California municipal corporation (the “Trustee”), and the CITY OF LAKE FOREST, a California municipal corporation, and the CITY OF LAKE FOREST HOUSING AUTHORITY ( collectively herein referred to as the “Beneficiary”).

1. Grant In Trust. For the purposes and upon the terms and conditions in this Deed of Trust, Trustor grants, transfers, and assigns to Trustee, in trust, with power of sale and right of entry and possession, the following property and any interest therein (collectively, the “Trust Estate”): (i) the real property located in the City of Lake Forest, County of Orange, State of California described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Real Property”); (ii) all buildings and other improvements and structures now or hereafter located on the Real Property (collectively, the “Improvements” and together with the Real Property shall sometimes be referred to as the “Property”); (iii) all existing and future leases, subleases, subtenancies, licenses, agreements and incentives relating to the use, occupancy or enjoyment of all or any part of the Property, together with any and all guaranties and other agreements relating to or made in connection with any of the foregoing (individually, a “Lease”, and collectively, the “Leases”); and (iv) all rents, issues, income, revenues, royalties, profits, proceeds and earnings now or hereafter payable with respect to or otherwise derived from the ownership, use, management, operation, leasing or occupancy of the Property, including, without limitation, cash or security deposited under any of the Leases to secure the performance by the lessees of their obligations thereunder (collectively, the “Rents”).

2. Obligations Secured. Trustor makes this grant and assignment for the purpose of securing the following: (i) payment of the sum of $4,350,000.00, with interest thereon according to the terms of a Promissory Note secured by Deed of Trust with Assignment of Rents of even date herewith made to Trustor, payable to the order of Beneficiary, and any extensions or renewals thereof (the “Note”), and all other amounts due under the Note; (ii) and payment of additional Item: 10
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sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

3. Right of Acceleration upon Sale/Encumbrance, Default. In the event Trustor shall: (i) directly or indirectly, voluntarily or involuntarily, sell, assign, transfer, dispose of, alienate, encumber, lease, or agree to sell, assign, transfer, dispose of, alienate, encumber, or lease all or any portion of any interest in the Property (excluding the lease of the units on the Property in accordance with that certain Regulatory Agreement between Trustor and Beneficiary dated on or about the date hereof and recorded against the Real Property (the “Regulatory Agreement”), any transfer at any time prior to the Beneficiary’s issuance of a Certificate of Completion (as such term is defined in the Loan Agreement) permitted by the terms of the Affordable Housing and Loan Agreement between Trustor and Beneficiary dated [INSERT DATE], as amended from time to time (the “Affordable Housing and Loan Agreement” or, sometimes, the ”Loan Agreement”), and any transfer permitted by the lien of the Permitted Encumbrance; or (ii) refinance any lien or encumbrance which has priority over this Deed of Trust for a loan amount in excess of the then outstanding sum secured by such lien or encumbrance together with the reasonable cost of such refinance, or further encumber the Property; or (iii) default on any of its obligations set forth in the Loan Documents or on any obligations under any documents relating to any other financing that is secured by the Property and fail to cure the default within any applicable cure period or within thirty (30) days of receipt of notice from Beneficiary if there is no cure period, then, or at any time thereafter, Beneficiary, at its option, may declare the entire indebtedness evidenced by the Note secured by this Deed of Trust immediately due and payable. This term “Loan Documents” shall mean this Deed of Trust, the Note, the Affordable Housing and Loan Agreement (at any time prior to Beneficiary’s issuance of a Certificate of Completion), and the Regulatory Agreement, as such agreements may be amended from time to time. Any capitalized terms contained in this Deed of Trust which are not defined herein shall have the meaning given in the Loan Agreement, unless expressly provided to the contrary.

4. Assignment of Rents and Performance of Leases.

4.1 Assignment of Rents and Leases. Trustor hereby irrevocably absolutely and unconditionally assigns and transfers to Beneficiary all of Trustor’s right, title and interest in and to the Leases and the Rents; provided, however, that so long as no Event of Default (as defined in Section 5.1 below) has occurred and is continuing, Trustor shall have the right under a license granted hereby to collect and receive all Rents as Trustee for the benefit of Beneficiary and to apply the amounts so collected first to the payment of costs and expenses associated with the ownership, maintenance, operation and leasing of the Property, including, principal, interest and all other amounts required to be paid under the Loan Documents, before using or applying such Rents for any other purpose. No Rents or such other income shall be distributed or paid to Trustor, unless such costs and expenses which are then due have been paid in full. Thereafter, so long as no Event of Default has occurred and is continuing, the balance may be distributed to Trustor. If an Event of Default has occurred and is continuing, Trustor’s right to collect and receive the Rents under the license granted hereby shall cease and the license shall be revoked automatically and, pursuant to Section 5.2.1 hereof, Beneficiary shall have the right, with or without taking possession of the Property, to collect all Rents; provided, however, if such Event of Default is cured, then such license shall be automatically reinstated. This is an absolute assignment and not an assignment for security only.

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4.2 Covenants Regarding Leases. Trustor shall not, without the prior written consent of Beneficiary, (i) collect any rent from any lessee for a period of more than one (1) month in advance, or (ii) execute any further assignment of any of its right, title and interest in the Leases and the Rents, except in connection with financing otherwise approved by the Beneficiary. Trustor shall (i) observe, perform and discharge each and every obligation, term, covenant, condition and agreement of Trustor under the Leases in all material respects, (ii) enforce the performance of each and every obligation, term, covenant, condition and agreement in the Leases to be performed by any lessee or guarantor thereof in all material respects, (iii) use good faith commercially reasonable efforts to keep the Property leased at a good and sufficient rental (but at affordable rents in accordance with the Regulatory Agreement) and on such other terms and conditions as are reasonably acceptable to Beneficiary, and (iv) execute and deliver to Beneficiary upon demand, at any time and from time to time, any and all assignments and other instruments which Beneficiary may deem reasonably advisable to carry out the true purposes and intent of the assignment set forth in Section 4.1 above.

5. Events of Default and Remedies.

5.1 Events of Default. Any of the following events shall, at Beneficiary’s option, constitute an event of default (an “Event of Default”) hereunder:

5.1.1 Failure to Pay. The failure of Trustor to pay (i) within ten (10) days of its due date, any installment of principal or interest under the Note (except at maturity, by acceleration or as part of a prepayment hereunder); (ii) all outstanding principal and accrued interest under the Note at maturity, by acceleration or as part of a prepayment thereunder; or (ii) within ten (10) days after written notice that same is due, any sum as provided in this Deed of Trust or any other Loan Document or any other instrument or agreement secured hereby (other than as described in the foregoing (i) and (ii)).

5.1.2 Failure to Perform. The failure of Trustor to promptly and completely observe or perform any term, condition, covenant, agreement or obligation contained in this Deed of Trust, any other Loan Document or any other instrument or agreement secured hereby, and the continuation of such failure following the expiration of any applicable notice, cure or grace period, if any, provided for therein or herein; provided, however, that in the event no cure or grace period is otherwise provided for herein or therein, such failure shall not be an Event of Default hereunder if Trustor observes or performs such term, condition, covenant, agreement or obligation within thirty (30) days of receipt of written notice from Beneficiary of Trustor’s failure to observe or perform any such term, condition, covenant, agreement or obligation (or if not reasonably susceptible of cure within thirty (30) days, then for a reasonable time thereafter provided the cure is commenced in thirty (30) days and diligently and continuously prosecuted to a cure within sixty (60) additional days thereafter).

5.1.3 Other Defaults. The occurrence of any “default” or “Event of Default” under any of the other Loan Documents (as defined therein) or any other instrument or agreement secured hereby and the continuation of such “default” or “Event of Default” following the expiration of any applicable notice, cure or grace period, if any, provided for in such other Loan Document or such other instrument or agreement secured hereby.

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5.1.4 Notwithstanding anything to the contrary contained herein, any notice required to be given to Trustor under this Deed of Trust shall also be given to any investor at the address set forth in the Affordable Housing and Loan Agreement. Investor shall have the right, but not the obligation, to cure any default of the Trustor hereunder.

5.2 Remedies. During the existence of any Event of Default, Beneficiary may, at its option, declare all indebtedness secured hereby, and the same shall thereupon become, immediately due and payable without any presentment, demand, protest or notice of any kind.

Thereafter, Beneficiary may, at its option:

5.2.1 Termination of License. Subject to the provisions of Section 5.1 hereof, terminate Trustor’s right and license to collect the Rents, and either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, enter upon and take possession of the Trust Estate or any part thereof, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Trust Estate, or any part thereof or interest therein, make, modify, enforce, cancel or accept the surrender of any Lease, increase the income therefrom or protect the security hereof and, with or without taking possession of the Trust Estate, sue for or otherwise collect the Rents, including those past due and unpaid, and apply the same, less reasonable, actual, out-of-pocket costs and expenses of operation and collection, including, without limitation, reasonable, actual, out-of-pocket attorneys’ fees, upon any indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon and taking possession of all or any portion of the Trust Estate, the collection of such Rents and the application thereof as aforesaid, or any of such acts, shall not cure or waive any Event of Default or recorded notice of default hereunder or invalidate any notice or act done in response to such Event of Default or pursuant to such notice of default and, notwithstanding the continuance in possession of all or any portion of the Trust Estate or the collection, receipt and application of Rents, Trustee or Beneficiary shall be entitled to exercise every right provided for in any of the Loan Documents or by law during the existence of any Event of Default, including the right to exercise the power of sale. Failure of Beneficiary at any time, or from time to time, to collect the Rents shall not in any manner affect the subsequent enforcement of Beneficiary of the right to collect the same.

5.2.2 Appointment of Receiver. As a matter of right and without notice to Trustor or anyone claiming under Trustor, and without regard to the then value of the Trust Estate or the interest of Trustor therein, to apply to any court having jurisdiction to appoint a receiver or receivers of the Trust Estate, and Trustor hereby irrevocably consents to such appointment and waives notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust and shall continue as such and exercise all such powers until the later of (i) the date of confirmation of sale of the Trust Estate, (ii) the disbursement of all proceeds of the Trust Estate collected by such receiver and the payment of all expenses incurred in connection therewith, and (iii) the termination of such receivership with the consent of Beneficiary or pursuant to an order by a court of competent jurisdiction.

5.2.4 Judicial Foreclosure of Deed of Trust. Commence an action to foreclose this Deed of Trust as a mortgage, or specifically enforce any of the covenants hereof.

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5.2.5 Power of Sale. Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor’s interest in the Trust Estate or any portion thereof to be sold, which notice Trustee or Beneficiary shall cause to be transmitted and recorded, if applicable, in accordance with governing law. Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and after Notice of Sale having been given as required by law, sell the Trust Estate at the time and place of sale fixed by it in said Notice of Sale, either as a whole, or in separate lots or parcels or items as Beneficiary shall deem expedient, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. Trustor hereby expressly waives any right which it may have to direct the order in which any of the Trust Estate may be sold when it consists of more than one lot or parcel, and such order of sale, whether in a single sale or in multiple sales held on different days or at different times, shall be at the sole discretion of Beneficiary. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof.

Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale to the extent permitted by law. After deducting all costs, fees and expenses of Trustee and of this Deed of Trust and all reasonable, actual out-of-pocket costs, fees and expenses of Beneficiary, including reasonable, actual, out-of-pocket costs of evidence of title, and attorneys’ fees of Trustee and Beneficiary, in connection with such sale, and subject to applicable law, Trustee shall apply, in the following priority, the proceeds of sale to payment of: (i) first, all sums expended under the terms hereof, not then repaid, with interest thereon according to the terms of the Debt Instrument, (ii) second, all other sums then secured hereby, in such order of priority and in such proportion as Beneficiary in its sole discretion may elect, and (iii) the remainder, if any, to the person or persons legally entitled thereto. Subject to applicable law, Trustee may postpone the sale of all or any portion of the Trust Estate by public announcement at the time and place of such sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement or subsequently noticed sale, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale.

5.2.6 Other Remedies. Exercise all other rights and remedies provided herein, in any Loan Document or other document or agreement now or hereafter securing all or any portion of the obligations secured hereby, or provided by law. During the existence of an Event of Default hereunder, Beneficiary may proceed in any sequence to exercise its rights hereunder with respect to all or any portion of the Trust Estate.

5.2.7 Non-Recourse. The obligations of Trustor under the Note and this Deed of Trust are non-recourse to the extent provided in paragraph 12 of the Note.

5.3 Remedies Not Exclusive; Waiver. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the Loan Documents to Trustee or Beneficiary, or to which either of Item: 10
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them may be otherwise entitled, may be exercised concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary. If there exists additional security for the obligations secured hereby, Beneficiary, at its sole option, and without limiting or affecting any of the rights or remedies hereunder, may exercise any of the rights or remedies to which it may be entitled hereunder either concurrently with whatever rights it may have in connection with such other security or in such order and in such manner as Beneficiary may deem fit without waiving any rights with respect to such other security.

6. Incorporation of Fictitious Deed of Trust. To protect the security of this Deed of Trust, and with respect to the Property above described, except where such terms and provisions are contrary to any of the provisions set forth in Section 1 through and including Section 5 above (and all of the subparts thereof), in which case the provisions hereof shall control, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

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COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BO OK
PAGE
Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3778 347 Solano 128 7 621
Butte 1330 513 Los Angeles T-3878 874 Sacramento 5039 124 Sonoma 206 7 427
Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 197 0 56
Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Joaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 253 0 108
Fresno 5052 623 Modoc 191 93 San Mateo 4778 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 260 7 237
Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 shall inure to and bind the parties hereto, with respect to the Property. Said agreements, terms and provisions contained in said subdivision A and B are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein.

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer
Title(s) Title or Type of Document
Partner(s)  Limited
 General
 Attorney-In-Fact Number Of Pages
 Trustee(s)
 Guardian/Conservator
 Other: August 12, 2020
Signer is representing:

Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
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Trustor has caused this Deed of Trust to be executed as of the date set forth above. “TRUSTOR”
[CORPORATE NAME], a California
[CORPORATE TYPE]
By:
[NAME], [POSITION]
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DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

A. To protect the security of this Deed of Trust, Trustor agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney’s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. 4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.

Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

B. It is mutually agreed:
1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance. 2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. 3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof. 4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as “the person or persons legally entitled thereto.”
5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest Item: 10
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bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee. 8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

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EXHIBIT “A” TO DEED OF TRUST

LEGAL DESCRIPTION OF REAL PROPERTY