(ii) Grant Deed;
(iii) Authority Note;
(iv) Authority Deed of Trust;
(v) Assignment of Agreements;
(vi) Environmental Indemnity;
(vii) Assignment of Rents; and
(viii) Notice of Restrictions.
h. All other documents required or necessary for the Closing shall have been duly executed, with signature notarized where required, by the applicable signatories, and delivered to the Authority or Escrow Agent, including, without limitation, UCC-1 for filing and recording for the AHA and the PLHA Loan;
i. Owner deposits with the Escrow Agent any and all of the funds and duly executed instruments required of it by the AHA to close the Escrow;
j. Owner submits, and the Executive Director or designee approves, evidence satisfactory to the Authority that Owner has obtained all entitlements, approvals, variances and permits (or Owner shall have received a permit ready letter with the cost of such permits to be paid promptly following the Closing from funds which have been budgeted in the Project Budget) necessary for the construction of Project;
k. Owner submits, and the Executive Director or designee approves, the Plans for the Property, as required by the AHA;
l. Owner shall have duly performed each and every agreement to be performed by Owner prior to the Close of Escrow;
m. Authority shall have reviewed and approved the Escrow Agent’s estimated statement of closing costs;
n. Owner submits, and the Executive Director or designee approves, documentation relating to the corporate status of Owner, including, without limitation,: articles of incorporation; copies of all resolutions or other necessary actions taken by such entity to authorize the execution of the AHA and related documents; and a certificate of status issued by the California Secretary of State;
o. Escrow Agent shall have approved such supplemental recording instructions as may have been prepared on behalf of the Authority;
p. Owner shall not be in default of any of its obligations under the AHA or any documents and instruments referred to therein or executed by the in furtherance of the AHA; and
q. Title Company is prepared to issue the Title Insurance Policies, at Owner’s cost.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 4
SCOPE OF DEVELOPMENT
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Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 4 – Scope of Development
S
COPE OF DEVELOPMENT
A
dvancing Communities Together Duplex Development Design Description
1. G
eneral
The completed duplex unit to be constructed will consist of two two- story units with 1400 square feet of living space per unit with a two-car garage per unit. Each unit will have three bedrooms with two full baths on the second -story floor and a half -bath on the first floor.
Standard features will include FHA standard or better carpeting, vinyl flooring in the kitchen and bathrooms, and energy -efficient appliances such as water heater, stove/oven, dishwasher, microwave, and HV/AC system.
The front and backyards are to be landscaped with decomposed granite and drought- tolerant vegetation, comprising of one plant per 9 square feet. The backyard will have a minimum of 8 x 16 concrete patio areas and a minimum of 10 x 16 grass areas . All irrigation is to be automated.
Overall design and building standards are subject to the approval of the City of Palmdale Building and Safety Department and Planning Department.
Comply with Public Safety’s Multi- family Program and Building and Safety’s Rental Inspection Program.
2. S
tandards, Controls and Restrictions
Standards, controls, and restrictions regarding construction and development, including, but not limited to, maximum land coverage, setbacks, and building construction, shall be as required by the Palmdale General Plan, Zoning Ordinance, and Municipal Code, and shall be as mutually agreed upon by the City and Owner in approved construction drawings, plans and specifications, and shall be consistent with the approved conceptual development standards and the Site Plan Review plans and standards, including conditions of approval and environmental mitigation measures.
a) On-site Public Improvements and Utilities
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 4 – Scope of Development
Owner shall construct and install all utilities on the Property required by the City of Palmdale, and all other on- site public improvements necessary for the Project, including, but not limited to:
1. sewers
2. storm
3. electricity
4. gas
5. telephone
6. water
7. curbs
8. gutters
9. sidewalks and pavement
3. City Requirements
Owner shall be responsible for complying with all permit and fee requirements of the City of Palmdale and compliance with all conditions of approval for the Project, including the construction of required off-site public improvements.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 5
SCHEDULE OF PERFORMANCE
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Affordable Housing Agreement Agreement No. A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 5 – Schedule of Performance
SCHEDULE OF PERFORMANCE
1. Execution of Agreement by the Authority. The
Authority shall hold a public hearing on the
Agreement, and authorize the Executive
Director to execute and deliver the Agreement
to the Owner.
As soon as feasible after submission of
executed Agreement by Owner.
2. Submittal - Basic Concept/Schematic
Drawings. The Owner shall submit to the
Authority for approval the Basic
Concept/Schematic Drawings and related
documents (site plans, elevations and
preliminary floor plans).
Not later than sixty (60) days after
approval of the Agreement by the
Authority.
3. Approval - Basic Concept/Schematic
Drawings. The Authority shall approve or
disapprove the Basic Concept/Schematic
Drawings and related documents.
Not later than thirty (30) days after
submission of the materials by the Owner.
4. Submittal – 50% Construction Drawings and
Specifications. The Owner shall prepare and
submit to the Authority for approval the 50%
Construction Drawings and Specifications.
Not later than ninety (90) days after
approval by the Authority of the Basic
Concept/Schematic Drawings.
5. Submittal – Final Construction Drawings ,
Specifications and Landscaping Plans . The
Owner shall prepare and submit to the
Authority for approval the Final Construction
Drawings, Specifications and Landscaping
Plans.
Not later than ten (10) days prior to the
scheduled date of the Closing Date.
6. Approval - Final Construction Drawings ,
Specifications and Landscaping Plans . The
Authority shall approve or disap prove the
Final Construction Drawings , Specifications
and Landscaping Plans.
Not later than the scheduled date of the
Closing Date.
7. Closing Date. All conditions precedent to the
Close of Escrow shall have been satisfied.
Not later than November 30, 2024.
Affordable Housing Agreement Agreement No. A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 5 – Schedule of Performance
8. Commencement of Construction . The Owner
shall commence construction of the
improvements on the Property.
Within thirty (30) days after the Closing
Date.
9. Completion of Construction. The Owner shall
complete construction of the Project on the
Property.
Not later than twelve (12) months after
commencement of construction.
10. Submittal - Tenant Lease . The Owner shall
prepare and submit to the Authority for
approval the proposed tenant lease for the
Project as provided in the Agreement.
At least three (3) months prior to
occupancy of the Project.
11. Submittal-Tenant Selection and Eligibility
Plan. The Owner shall prepare and submit for
approval the proposed tenant selection and
eligibility plan for the Project as provided in
the Agreement.
At least three (3) months prior to
occupancy of the Project.
12. Lease-Up. The Owner shall have achieved
lease-up of the units in the Project.
Not later than one (1) month after
completion of construction.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 6
AGREEMENT CONTAINING COVENANTS
[behind this page]
OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 27383
Recording Requested by
And When Recorded Mail to:
HOUSING AUTHORITY
OF THE CITY OF PALMDALE
38250 Sierra Highway
Palmdale, California 93550
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN 3008-010-904 Agreement No. A-8908
AGREEMENT CONTAINING COVENANTS
(INCLUDING RENTAL RESTRICTIONS)
THIS AGREEMENT CONTAINING COVENANTS (Including Rental Restrictions) (“Agreement”), by and between the HOUSING AUTHORITY OF THE CITY OF PALMDALE, a public body, corporate and politic (“Authority”), and ADVANCING COMMUNITIES TOGETHER, a California nonprofit public benefit corporation (“Owner”), is made in reference to the following:
A. Owner owns that certain real property (“Property”) located in the City of Palmdale, County of Los Angeles , State of California , legally described in the legal description attached hereto and incorporated herein as Exhibit A.
B. Owner and Authority entered into that certain Affordable Housing Agreement dated as of _____________, 2024, as it may be amended or modified from time to time (“AHA”).
The AHA is incorporated herein by this reference. AHA as used herein shall mean, refer to and include the AHA, as well as any riders, exhibits, addenda, implementation agreements, amendments and attachments thereto (which are hereby incorporated herein by this reference).
Any capitalized term not defined herein shall have the meaning ascribed to such term in the AHA.
D. This Agreement acknowledges and provides that the Owner shall use the Property pursuant to the terms and provisions of the AHA, which document is a public record on file in the office of the Secretary of the Authority.
NOW, THEREFORE, AUTHORITY AND OWNER AGREE AS FOLLOWS:
(1) Owner, its successor and assigns, shall use the Property only for the uses specified in the AHA and this Agreement, specifically including the following:
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 6 – Agreement Containing Covenants
(a) The Property shall be acquired and used as an affordable residential rental development, consisting of a duplex rental apartment with two (2) two-story units (3 bedrooms/ 2 bath per unit) (the “Affordable Units ”) available to and occupied exclusively by Low Income households at Affordable R ent. No change in the use of the Property shall be permitted without the prior written approval of Authority.
(b) The maximum incomes of residential tenants eligible to rent the Affordable Units shall be determined on the basis of the area median income (the “AMI”) for Los Angeles County, as determined by the United States Department of Housing and Urban Development and published from time to time by the California Department of Housing and Community Development (“HCD”). For purposes of this Agreement, the term “ Low Income” shall mean an individual or household with a household income equal to or less than sixty percent (60%) of the then current Area Median Income, adjusted for family size appropriate for the unit.
(c) For purposes of this Agreement the term “ Affordable Rent ” shall mean the maximum monthly rent (including a reasonable utility allowance) that may be charged to tenants of the Affordable Units calculated as follows: 1/12 times the product of thirty percent (30%) times sixty percent (60%) of the AMI, adjusted for family size appropriate for the unit.
(d) Owner agrees that prior to the initial rent -up of the Affordable Units, Owner shall consult with and obtain the approval of the Authority in developing a fair marketing plan for renting the Affordable Units.
(e) Authority, and its successors and assigns, shall have the right, but not the obligation, to monitor and enforce the covenants contained in this Section 1. Owner covenants that it shall comply with any monitoring program set up by Authority enforce said covenants. In complying with such monitoring program, Owner or its agent shall prepare and submit to Authority an occupancy report, financial information and income verification documents for each tenant of an Affordable Unit, and all supporting documentation, on forms provided by Owner, annually, setting forth the required information for the preceding year. On an annual basis, Owner or its agent shall additionally submit to Authority evidence of each tenant’s continuing eligibility for the Affordable Units. Authority shall review such reports for certification of continuing affordability of Affordable Units and eligibility of tenants.
(f) No officer, employee, agent, official or consultant of Owner may occupy any of the Affordable Units.
(2) Owner hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any portion thereof that Owner, its successors and assigns, shall promptly register the Property with the City’s Rental Progra m and thereafter maintain said registration.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 6 – Agreement Containing Covenants
(3) Owner hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any portion thereof that Owner, its successors and assigns, as additional consideration in order to induce Authority to convey the Property to Owner in accordance with the AHA, shall use the Residual Receipts (defined below) for housing related programs that are consistent with the Neighborhood Improvement Strategy to benefit low income households. Owner or its agent shall prepare and submit to Authority, annually, a “Proposed Use of Residual Receipts Recommendation” to the Authority for administrative approval prior to spending the Residual Receipts on such approved uses. For purposes of this Agreement, the term “Residual Receipts” shall mean (a) Revenue minus (b) Operating Expenses, calculated on a 12 - month basis and the term “ Revenue” shall mean the gross rental income from the Property, and any other income to the Owner derived from the ownership, operation and management of the Property. The term “ Operating Expenses” shall mean actual, reasonable and customary costs, fees and expenses directly attributable to the operation, maintenance and management of the Property, expressly including, without limitation: debt service on any mortgage loan pre-approved by the Authority in its absolute and sole discretion; property taxes and assessments; maintenance costs (including materials and labor); reasonable and customary payments to a replacement reserve account; painting, cleaning, repairs and alterations; landscaping; utilities; rubbish removal; certificates, permits and licenses; sewer charges; real and personal property taxes and assessments; insurance; security; cable television, satellite and similar facilities; a reasonable property management fee, not to exceed five percent (5.0%) of effective gross income; purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings (other than from reserves); and fees and expenses of accountants, attorneys, consultants and other professionals, including annual audits and tax return preparation costs payable to a third party. The calculation of Operating Expenses shall be subject to the reasonable approval of the Authority. (4
) (a) Owner hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any portion thereof that Owner, its successors and assigns, shall maintain the Property and the Project on the Property in the same aesthetic and sound condition (or better) as the condition of the Property and Project at the time Owner receives the final certificate of occupancy from the City . This standard for the quality of maintenance of the Property shall be met whether or not a specific item of maintenance is listed below. However, representative items of maintenance shall include frequent and regular inspection for graffiti or damage or deterioration or failure, and immediate repainting or repair or replacement of all surfaces, fencing, walls, equipment, etc., as necessary; emptying of trash receptacles and removal of litter; sweeping of public sidewalks adjacent to the Property, on-site walkways and paved areas and washing-down as necessary to maintain clean surfaces; maintenance of all landscaping in a healthy and attractive condition, including trimming, fertilizing and replacing vegetation as necessary; cleaning windows on a regular basis; painting the buildings on a regular program and prior to the deterioration of the painted surfaces; conducting a roof inspection on a regular basis and maintaining the roof in a leak- free and weather-tight condition; maintaining security devices in good working order.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 6 – Agreement Containing Covenants
(b) If the Authority gives written notice to Owner that the maintenance or condition of the Property or any portion thereof or any other improvements thereon does not comply with this Agreement, Owner shall correct, remedy or cure the deficiency within thirty (30) days following the date of such notice, unless the notice states that the deficiency is an urgent matter relating to public health and safety, in which case, Owner shall cure such deficiency within forty-eight (48) hours following the date of the notice. In the event Owner fails to cure any such deficiencies within the applicable period described above, the Authority shall have, in addition to any other rights and remedies hereunder, the right to maintain the Property or any portion thereof or any other improvements thereon or to contract for the correction of any deficiencies, and Owner shall be responsible for payment of all such costs actually and reasonably incurred by the Authority and such payment shall constitute a lien on the Property until paid by the Owner pursuant to California Civil Code Section 2881.
(5
) Owner herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them, and this Agreement is made and accepted upon and subject to the following conditions: There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the Property.
(6
) Owner hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any portion thereof that Owner, its successors and assigns, shall refrain from restricting the rental, sale, or lease of the Property or any portion thereof, on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry of any person. Every deed, lease, and contract entered into with respect to the Property, or any portion thereof, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(
a) In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 6 – Agreement Containing Covenants
occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed.
The foregoing covenants shall run with the land.”
(b
) In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
T
hat there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivi sion (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.”
(
c) In contracts: “There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor shall the transferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the land.” (7
) Owner hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any portion thereof that Owner, its successors and assigns, shall be responsible for the operation of the Property either by direct management or by contracting its managerial functions to a third party property manager reasonably acceptable to the Authority which property manager will be charged with managing the Property on behalf of the Owner. The Authority shall have the right to review and approve in writing any such entity and/or its management agreement prior to its selection by the Owner . Such approval shall not be unreasonably withheld. Owner shall include in any such property management agreement a provision providing for the termination of the agreement in the event that the property manager violates any federal, state or local health and safety laws and regulations which are not cured within thirty (30) days following the giving of notice of such violations by the Authority or any other governmental entity.
(8
) Owner hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property or any portion thereof that Owner, its successors and assigns, shall comply with and be subject to Sections 108 and 317 of the AHA. Prior to the full Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 6 – Agreement Containing Covenants
reconveyance of the Authority Deed of Trust, Owner shall not, except as permitted by the AHA, assign or attempt to assign the AHA or this Agreement or any right herein or therein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property or the improvements thereon, without prior written approval of the Authority.
I
n the absence of a specific written agreement by the Authority, no such sale, transfer, conveyance or assignment of this Agreement or the Property (or any portion thereof), or approval by the Authority of any such sale, transfer, conveyance or assignment, shall be deemed to relieve Owner or any other party from any obligations under the AHA or this Agreement. (9
) All conditions, covenants and restrictions contained in this Agreement shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by Authority, its successors and assigns, and the City of Palmdale (the “City”), and its successors and assigns, against Owner, its successors and assigns, to or of the Property or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof. Authority and the City shall be deemed the beneficiaries of the covenants, conditions and restrictions of this Agreement both for and in their own rights and for the purposes of protecting the interests of the community. The covenants, conditions, and restrictions shall run in favor of the Authority and the City, without regard to whether the Authority or City has been, remains, or is an owner of any land or interest therein to which such covenants relate. Except as provided in the preceding sentence, the covenants, conditions and restrictions contained in this Agreement shall not benefit nor be enforceable by any owner of real property.
(10
) Authority and the City shall each have the right, in the event of any breach of any such agreement or covenant, to exercise all the rights and remedies, and to maintain any actions at law or suit in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant.
(11
) Every term, covenant, condition and restriction contained in this Agreement shall remain in effect as follows:
(
a) The covenants contained in Sections 5 and 6 herein shall remain in full force and effect in perpetuity.
(b
) The covenants contained in Section 8 herein shall remain in full force and effect until full reconveyance of the Authority Deed of Trust. (
c) Every other term, covenant, condition and restriction contained in this Agreement shall remain in full force and effect for the longest feasible time, but not less than fifty -five (55) years following recordation of this Agreement.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 6 – Agreement Containing Covenants
(12) Prior to exercising any remedies hereunder, Authority shall give Owner notice of such default. Unless a different period is provided herein, if the default is reasonably capable of being cured within thirty (30) days, Owner shall have such period to effect a cure prior to exercise of remedies by Authority. Unless a different period is provided herein, if the default is such that it is not reasonably capable of being cured within thirty (30) days, and Owner (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Owner shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Authority. In no event shall Authority be precluded from exercising remedies if the Property becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default is given.
(13) If a violation of any of the covenants or provisions of this Agreement remains uncured after the respective time period set forth in this Agreement, Authority and the City, and their respective successors and assigns, without regard to whether Authority or the City is an owner of any land or interest therein to which these covenants relate, may institute and prosecute any proceedings at law or in equity to abate, prevent or enjoin any such violation or attempted violation or to compel specific performance by Owner of its obligations hereunder. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuat ion or repetition of such breach or violations or any similar breach or violation hereof at any later time.
(14) Owner hereby subjects the Property to the covenants, reservations, and restrictions set forth in this Agreement. The Authority and Owner hereby declare their express intent that all such covenants, reservations, and restrictions will be deemed covenants running with the land and will pass to and be binding upon Owner’s successors in title to the Property.
(15) This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. The signature pages of one or more counterpart copies may be removed from such counterpart copies and all attached to the same copy of this Agreement, which, with all attached signature pages, shal l be deemed to be an original Agreement.
[Remainder of Page Intentionally Left Blank; Signatures on Following Page]
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 6 – Agreement Containing Covenants
S-1
IN WITNESS WHEREOF, the Authority and Owner have signed this Agreement as of the date first written above.
“AUTHORITY”
THE HOUSING AUTHORITY OF THE CITY
OF PALMDALE
By: ________________________________
Ronda Perez
Executive Director
ATTEST:
By: ________________________________
Roxanne Faber
Authority Secretary
APPROVED AS TO FORM:
By: ________________________________
William P. Curley, III
Authority Counsel
KANE, BALLMER & BERKMAN
By: ________________________________
Susan Apy
Authority Special Counsel
“OWNER”
ADVANCING COMMUNITIES TOGETHER,
a California nonprofit public benefit corporation
By:____________________________________
Rossie D. Cherry
Chief Executive Officer
By:____________________________________
Olivia Cherry
Executive Director
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 6 – Agreement Containing Covenants
Exhibit A – Legal Description
EXHIBIT A
LEGAL DESCRIPTION
REAL PROPERTY IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THE PARCEL OF LAND IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS SHOWN AS LOT 20 15 OF TRACT NO. 15912 RECORDED IN BOOK 426 PAGES 13 AND 14 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY
Assessor’s Parcel No: 3008-010-904
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 7
PROJECT BUDGET
[behind this page]
Palmdale Dream Center
Project Name: 0
Developer: Advancing Communities Together Green Cells are User Input Address: Palmdale , Ca 93350 White Cells are Automatically Calculated Values Uses
Acquisition Costs:
Acquisition: Land 80,000$
Escrow/Title 5,000$
Total Acquisition: 85,000$
Construction:
Contract with GC (incl profit, OH, gen conditions) 30,000$ Bond Premium -$
Construction Contingency 10% 3,000$
Total Construction: 33,000$
Costs:
Building Permit, License & Fees $82,500.00
Architect or Rehab Specialist - Specs/Estimates $16,000.00 Foundation/Grading $90,579.41
Plumbing $75,000.00
Electrical $50,000.00
Framing $88,750.00
Insulation $9,117.00
Stucco $28,477.40
Roofing $19,690.00
HVAC $20,000.00
Windows $13,750.00
Doors/ Exteriors/Garage $4,998.17
Drywall $23,750.00
Furniture Fixtures & Equipment $61,250.00
Interior Finished $14,750.00
Cabinets $26,250.00
Flooring $9,875.00
Concrete Flat work $27,000.00
Landscaping $41,250.00
contingency $1,998.00
Soft Cost Contingency 8% $55,998.96
PDC Q2-Family Rental Development Budget
Palmdale Dream Center
Developer Fee
Total Soft Costs: $793,983.94
Total Development Cost: $911,983.94
Sources
Supportable Debt (see Operating Budget) -$
Additional Sources of Funds:
Housing Authority Loan 80,000$
Owner/Investor Equity 10,000$
PLHA Loan/Grant 821,984$
Total Development Sources: 911,984$
Gap/(Or Excess Sources): (0)$
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 8
GRANT DEED
[behind this page]
OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 27383
Recording Requested by
And When Recorded Mail to:
HOUSING AUTHORITY
OF THE CITY OF PALMDALE
38300 Sierra Highway
Palmdale, California 93550
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN 3008-010-904 Agreement No. A-8908
The undersigned Grantor declares:
Documentary Transfer Tax is: $______ (County); City Tax is: $______. [ X ] computed on full value of property conveyed, or
[ ] computed on full value less value of liens or encumbrances remaining at time of sale,
[ ] Unincorporated area; [ X ] City of Palmdale.
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the HOUSING AUTHORITY OF THE CITY OF PALMDALE, a public body, corporate and politic of the State of California, herein called “ Grantor,” hereby grants to ADVANCING COMMUNITIES TOGETHER, a California nonprofit public benefit corporation, herein called “Grantee,” the real property, hereinafter referred to as the “Property,” described in the document attached hereto, labeled Exhibit “A” and incorporated herein by this reference, in accordance with and subject to the covenants, conditions and restrictions set forth in this Grant Deed.
This Grant Deed is made pursuant to that certain Affordable Housing Agreement by and between Grantor and Grantee, dated for reference purposes _________________, 2024, as it may be amended or modified from time to time (the “AHA”), which is a public record on file at the offices of Grantor and is incorporated herein by this reference. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the AHA.
1. Reservation. Grantor excepts and reserves to the extent now or hereafter validly excepted and reserved by the parties named in deeds, leases and other documents of record, all oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 8 – Grant Deed
below the surface, together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from the Property, but without, however, any right to use or disturb either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever.
2. Use of the Property. The Property is conveyed to Grantee at the “Purchase Price” (as defined in the AHA), determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop, maintain, and use the Property only as follows.
(a) The Grantee shall use the Property exclusively for the construction and development of a duplex rental apartment with two (2) two- story units (3 bedrooms/ 2 bath per unit) available to and occupied exclusively by Low Income households at Affordable Rent , in accordance with and subject to all of the terms and conditions of the AHA and the Agreement Containing Covenants. The Grantee shall use the Property for such uses and purposes and in accordance with plans and specifications for the redevelopment of the Property approved by Grantor. No change in the use of the Property and no new construction or material exterior modification or alteration of any structure on the Property shall be permitted without the prior written approval of Grantor, in its sole and absolute discretion.
(b) Devote the Property, or cause the Property to be devoted, to use solely in accordance with the AHA, the Agreement Containing Covenants, and this Grant Deed.
(c) Pay when due all real estate taxes and the special taxes or assessments assessed and levied on the Property or any portion thereof or any improvements thereon or any interest therein and refrain from appealing, challenging or contesting in any manner the validity or amount of any ad valorem property tax assessment, encumbrance or lien, provided, however, that such prohibition shall not apply to an appeal, challenge or contest of (a) the initial assessment for property tax purposes of the Property in the fiscal year of the Completion of the improvements, (b) the initial assessment of any addition to or expansion of the Property, or (c) any increases based on transfer of ownership of the Property.
3. Transfer Restrictions . Grantee shall not make any sale, transfer, conveyance or assignment of the Property or any part thereof or the buildings or structures thereon, except as expressly permitted by Sections 108 and 317 of the AHA. Prior to the recordation of a Release of Construction Covenants for the Project pursuant to the AHA, in the event that Grantee does sell, transfer, convey or assign any part of the Property or buildings or structures thereon in violation of the AHA or this Grant Deed, in addition to any other rights and remedies available to Grantor, Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 8 – Grant Deed
Grantor shall be entitled to increase the Purchase Price paid by Grantee by the amount that the consideration payable for such sale, transfer, conveyance or assignment is in excess of the Purchase Price paid by Grantee, plus any cost of improvements and development completed by Grantee on the Property in conformance with the AHA , including carrying charges and costs related thereto.
The consideration payable for such sale, transfer, conveyance or assignment to the extent it is in excess of the amount so authorized shall belong and be paid to Grantor and until paid Grantor shall have a lien on the Property and any part involved for such amount.
4. POWER OF TERMINATION (Cal. Health and Safety Code Sections 33437 and 33438; Civil Code Sections 885.010, et seq.)
(a) Right of Reentry. Grantor shall have the right, at its option, to reenter and take possession of the Property with all improvements thereon, and to terminate and revest in Grantor the estate theretofore conveyed to Grantee, if after the Close of Escrow and prior to the issuance of the Release of Construction Covenants for the Project pursuant to the AHA , Grantee (or its successors in interest):
(1) fails to start the construction of the Project as required by the AHA for a period of thirty (30) days after written notice thereof from Grantor; or
(2) abandons or substantially suspends construction of the Project required by the AHA for a period of thirty (30) days after written notice thereof from Grantor; or
(3) transfers or suffers any involuntary transfer of the Property or any part thereof in violation of contrary to the provisions of Section 317 or any other section of the AHA.
(b) Limitations on Right of Reentry. Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit:
(1) Any mortgage or deed of trust permitted by the AHA; or
(2) Any rights or interests provided in the AHA for the protection of the holders of such mortgages or deeds of trust.
(c) Grantor’s Obligations. Upon the revesting in Grantor of title to the Property, or any part thereof, as provided in this Section 4, Grantor shall, pursuant to its responsibilities under state law, use its best efforts to resell the Property, or any part thereof, as soon and in such manner as Grantor shall find feasible and consistent with the objectives of the Community Redevelopment Law to a qualified and responsible party or parties (as determined by Grantor), who will assume the obligation of making or completing the improvements, or such other Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 8 – Grant Deed
improvements in their stead, as shall be satisfactory to Grantor. Upon such resale of the Property, or any part thereof, the proceeds thereof shall be applied:
(1) First, to reimburse Grantor, on its own behalf or on behalf of the City, all costs and expenses incurred by Grantor or the City, including, but not limited to: any expenditures by Grantor or the City in connection with the recapture, management and res ale of the Property or part thereof (but less any income derived by Grantor or the City from the Property or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Property or part thereof which Grantee has not paid (or, in the event that Property is exempt from taxation or assessment of such charges during the period of ownership thereof by Grantor, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in Grantor, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Property, or part thereof; and any amounts otherwise owing Grantor, and in the event thereafter available; and
(2) Second, to reimburse Grantee, its successor or transferee, up to the amount equal to the sum of (i) the costs incurred for the acquisition and development of the Property and for the improvements existing on the Property at the time of the reentry and possession, less (ii) any gains or income withdrawn or made by Grantee from the Property or the improvements thereon.
(3) Any balance remaining after such reimbursements shall be retained by Grantor as its property. The rights established in this Section 4 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. The rights are to be interpreted in light of the fact that Grantor will have conveyed the Property to Grantee for redevelopment purposes, particularly for development of the Project and not for speculation.
(d) Rights to be Strictly Interpreted. To the extent that the right established in this Section 4 involves forfeiture, it must be strictly interpreted against Grantor, the party for whose benefit it is created. The rights established in this Section 4 are to be interpreted in light of the fact that Grantor is conveying the Property to Grantee for development and not for speculation.
(e) Termination of Right of Reverter. This Section 4 shall no longer apply upon the recordation of the Release of Construction Covenants for the Project pursuant to the AHA.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 8 – Grant Deed
5. Covenants Run With Land. All conditions, covenants and restrictions contained in this Grant Deed shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by Grantor, its successors and assigns, and the City of Palmdale and its successors and assigns, against Grantee, its successors and assigns, to or of the Property conveyed herein or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof.
6. Expiration of Covenants. Except as provided in the following sentence , every covenant and condition and restriction contained in this Grant Deed shall remain in effect until the date that is fifty -five (55) years after the date of recordation of this Grant Deed in the Official Records. The covenants set forth in Section 4 of this Grant Deed shall terminate and be released upon the recordation of the Release of Construction Covenants for the Project pursuant to the AHA.
7. Enforcement of Covenants. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Grantor shall be deemed a beneficiary of the agreements and covenants provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation shall be binding for the benefit of Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor shall have the right, in the event of any breach of any covenant, condition or restriction set forth in this Grant Deed, to exercise any and all rights and remedies, and to maintain any actions at law or suit in equity or other proper proceedings to enforce the curing of such breach of the covenant, condition or restriction , including, without limitation, the Grantor’s right of reentry and increasing the Purchase Price payable by Grantee. Such rights and remedies are cumulative, and the exercise of one or more of such rights or remedies shall not preclude the exercise, at the same or different times, of any other rights or remedies for the same default or any other default by Grantor, including, without limitation, the Grantor’s right of reentry and increasing the Purchase Price payable by Grantee.
8. Effect of Foreclosure. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest in the Property; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such owner’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 8 – Grant Deed
9. No Waiver . No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such br each or violations or any similar breach or violation hereof at any later time.
10. Counterparts . This Grant Deed may be executed by each party on a separate signature page, and when the executed signature pages are combined, shall constitute one single instrument.
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Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 8 – Grant Deed
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IN WITNESS WHEREOF, the Grantor and the Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized this ____ day of ________________, 202__.
“GRANTOR”
THE HOUSING AUTHORITY OF THE CITY OF
PALMDALE
By: ________________________________
Ronda Perez
Executive Director
ATTEST:
By: ________________________________
Roxanne Faber
Authority Secretary
APPROVED AS TO FORM:
By: ________________________________
William P. Curley, III
Authority Counsel
KANE, BALLMER & BERKMAN
By: ________________________________
Susan Apy
Authority Special Counsel
“GRANTEE”
ADVANCING COMMUNITIES TOGETHER,
a California nonprofit public benefit corporation
By:____________________________________
Rossie D. Cherry
Chief Executive Officer
By:____________________________________
Olivia Cherry
Executive Director
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 8 – Grant Deed
Exhibit A – Legal Description
EXHIBIT A
LEGAL DESCRIPTION
REAL PROPERTY IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THE PARCEL OF LAND IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS SHOWN AS LOT 20 15 OF TRACT NO. 15912 RECORDED IN BOOK 426 PAGES 13 AND 14 OF MAPS, IN T HE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY
Assessor’s Parcel No: 3008-010-904
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 9
AUTHORITY NOTE
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PROMISSORY NOTE
SECURED BY DEED OF TRUST
TO THE HOUSING AUTHORITY OF THE CITY OF PALMDALE
(A-8908)
0% Palmdale, California
$80,000 _________________, 2024
FOR VALUE RECEIVED, ADVANCING COMMUNITIES TOGETHER, a California nonprofit public benefit corporation (“Borrower”), hereby promises to pay to the HOUSING AUTHORITY OF THE CITY OF PALMDALE, a public body, corporate and politic (“Authority”), or order, a principal amount of Eighty Thousand Dollars ($80,000) pursuant to the Affordable Housing Agreement dated as of _______________, 2024, (the “ AHA”) between Borrower (“ Owner” therein) and the Authority, incorporated herein by this reference. Any capitalized term not otherwise defined herein shall have the meaning ascribed to such term in the AHA. Borrower shall pay interest at the rate, in the amount and at the time hereinafter provided.
1. This Promissory Note (“Note”) evidences the obligation of the Borrower to the Authority for the repayment of the Authority Loan. This Promissory Note is made pursuant to the AHA.
2. This Note is payable at the principal office of Authority , 38300 Sierra Highway, Palmdale, California 93550, or at such other place as the holder hereof may inform the Borrower in writing, in lawful money of the United States.
3. This Note shall be secured by the Authority Deed of Trust.
4. This Note shall accrue simple interest at the rate of zero percent (0%) per annum on the principal amount outstanding, from the date of disbursement.
5. The entire unpaid principal balance of this Note and any accrued but unpaid interest shall be due and payable upon the date that is fifty -five (55) years from the date of this Note (“Maturity Date”) or upon the earlier occurrence of any of the following:
(a) the date the Property or any improvements thereon or any portion thereof or interest therein is sold, transferred, assigned or refinanced, without the prior written approval of the Authority, except as permitted by the provisions of the AHA; or
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 9 – Authority Note
(b) the date on which there is a default by the Borrower under the terms of this Note, the AHA, the Authority Deed of Trust, the Agreement Containing Covenants, or any deed of trust or other instrument securing a loan on the Property or any improvements thereon or any portion thereof or interest therein, which is not cured or waived within the respective time period provided herein and therein; or
(c) the date on which Borrower enters into or executes any loan, deed of trust, mortgage, financing, or refinancing the Property or any improvements thereon or any portion thereof or interest therein without the prior written approval of the Authority.
6. Except in the event of a default or event described in Section 5 hereof, no payments will be due and payable under this Note p rior to the Maturity Date . Upon the occurrence of an event of a default described in Section 5 hereof, the outstanding portion of the principal shall bear interest at the rate of the lesser of ten percent (10%), compounded annually, and the highest rate permitted by law.
7. Borrower may prepay this Note , or any part he reof, without penalty. However, prepayment of the obligation evidenced by this Note prior to the expiration of the term of the Agreement Containing Covenants wi ll not entitle Borrower to a reconveyance of the Authority Deed of Trust.
8. Borrower waives presentment for payment, demand, protest, and notices of dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of any extension or extensions of the time of payment or of any due date und er this Note, in whole or in part, whether before or after maturity and with or without notice. Borrower hereby agrees to pay all costs and expenses, including reasonable attorney’s fees, which may be incurred by the holder hereof, in the enforcement of this Note, the Authority Deed of Trust or any term or provision of either.
9. Upon the failure of Borrower to perform or observe any term or provision of this Note, or upon the occurrence of any event of default under the terms of the AHA or the Agreement Containing Covenants or the Authority Deed of Trust, the holder may exercise its rights or remedies hereunder or thereunder.
10. Failure or delay by Borrower to perform any material term or provision of this Note, the AHA, the Agreement Containing Covenants , or the Authority Deed of Trust constitutes a default under this Note.
(a) For defaults under this Note, t he Authority shall give written notice of default to Borrower, specifying the default complained of by the Authority. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 9 – Authority Note
(b) Any failures or delays by the Authority in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by Authority in asserting any of its rights and remedies shall not deprive the Authority 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.
(c) If a monetary event of default occurs under this Note , prior to exercising any remedies hereunder, the Authority shall give the Borrower written notice of such default. The Borrower shall have a period of ten (10) days after such notice is given within which to cure the default prior to exercise of remedies by the Authority.
(d) If a non -monetary event of default occurs under this Note , prior to exercising any remedies hereunder, the Authority shall give Borrower notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Borrower shall have such period to effect a cure prior to exercise of remedies by the Authority. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possi ble, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the Authority provided however in no event shall such additional time exceed ninety (90) days.
(a) A notice of default shall be deemed given only if either (i) dispatched by first class mail, registered or certified, postage prepaid, return receipt requested, to the addresses specified for the Borrower in this Note, or (ii) by electronic facsimile transmission to the facsimile numbers specified for the Borrower in this Note, followed by delivery by the method described in clause (i), or (iii) by personal delivery (including by means of professional messenger or courier service such as United Parcel Servi ce or Federal Express) to the addresses specified for the Borrower in this Note. Receipt shall be deemed to have occurred on the earlier of (i) the date of successfully completed electronic facsimile transmission or (ii) the date marked on a written postal service or messenger or courier service receipt as the date of deli very or refusal of delivery (or attempted delivery if undeliverable). If either party gives notice of a change of address in the manner specified in this paragraph, all notices, demands a nd communications originated after receipt of the change of address (or the effective date specified in the notice of change of address, if later) shall be transmitted, delivered or sent to the new address.
(b) Cure periods hereunder shall not change, modify, or increase any cure periods under the AHA, the Agreement Containing Covenants, or the Authority Deed of Trust.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 9 – Authority Note
11. If the rights created by this Note are held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the remaining obligations shall be completely performed and paid.
12. (a) The obligation to repay the Authority Loan is a nonrecourse obligation of the Borrower and its partners. Neither the Borrower nor any of its general or limited partners, nor any other party, shall have any personal liability for repayment of the loan. The sole recourse of the Authority with respect to repayment of the Authority Loan shall be the exercise of its rights against the Property and the i mprovements and any related security for the Authority Loan.
Notwithstanding the foregoing, the Authority may:
(i) obtain a judgment or order (including, without limitation, an injunction) requiring Borrower or any other party to perform (or refrain from) specified acts other than repayment of the Authority Loan; and
(ii) recover directly from Borrower or any other party:
(A) all damages, costs and expenses incurred by the Authority as a result of fraud or any criminal act or acts of Borrower or any partner, shareholder, officer, director or employee of Borrower or of any general partner of Borrower or of any member of a general partner of Borrower;
(B) all damages, costs and expenses incurred by the Authority as a result of misappropriation of funds provided for the construction of the Project , as described in the AHA, rents and revenues from the operation of the Project , or proceeds of insurance policies or condemnation proceeds;
(C) all amounts owing by Borrower pursuant to Borrower ’s indemnification regarding Hazardous Materials provided to the Authority in connection with the AHA; and
(D) all court costs and attorneys’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions.
13. (a) The address of Borrower for purposes of receiving notices pursuant to this Note is as follows: 38626 9th Street East, Palmdale, California, 93550.
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Advancing Communities Together APN: 3008-010-904
Attachment No. 9 – Authority Note
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IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year set forth above.
“BORROWER”
ADVANCING COMMUNITIES TOGETHER,
a California nonprofit public benefit corporation
By:____________________________________
Rossie D. Cherry
Chief Executive Officer
By:____________________________________
Olivia Cherry
Executive Director
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 10
AUTHORITY DEED OF TRUST
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OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 27383
Recording Requested by
And When Recorded Mail to:
HOUSING AUTHORITY
OF THE CITY OF PALMDALE
38250 Sierra Highway
Palmdale, California 93550
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN 3008-010-904 Agreement No. A-8908
DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
This Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) (“Deed of Trust ”) is made as of ____________________, 2024 by ADVANCING COMMUNITIES TOGETHER, a California nonprofit public benefit corporation (“ Trustor”), whose address is 38626 9th Street East, Palmdale, California, 93550, to _____________________ (“Trustee”), for the benefit of the HOUSING AUTHORITY OF THE CITY OF PALMDALE, a public body, corporate and politic (“ Beneficiary”), whose address is 38 300 Sierra Highway, Palmdale, California 93550.
Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION all present and future right, title and interest of Trustor in and to the following property (the “Trust Estate”):
(a) T hat certain real property in the City of Palmdale, County of Los Angeles, State of California more particularly described in Exhibit “A” attached hereto and by this reference made a part hereof (hereafter referred to as the “Subject Property”);
(b) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject Property (the “Improvements”);
(c) all tenements, hereditaments, appurtenances, privileges, franchises and other rights and interests now or in the future benefiting or otherwise relating to the Subject Property or the Improvements, including easements, rights -of-way and development rights (the “Appurtenances”). (The Appurtenances, together with the Subject Property and the Improvements, are hereafter referred to as the “Real Property”);
(e) subject to the terms of the assignment to Beneficiary set forth in Paragraph 4 below, all rents, issues, income, revenues, royalties and profits now or in the future Affordable Housing Agreement Agreement No. A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 10 – Authority Deed of Trust
payable with respect to or otherwise derived from the Trust Estate or the ownership, use, management, operation leasing or occupancy of the Trust Estate, including those past due and unpaid (the “Rents”);
(f) all inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the California Uniform Commercial Code (the “ UCC”), and whether existing now or in the future) now or in the future located at, upon or about, or affixed or attached to or installed in, the Real Property, or used or to be used in connection with or otherwise relating to the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing or occupancy of the Real Property, including furniture, furnishings, machinery, appliances, building materials and supplies, generators, boilers, furnaces, water tanks, heating ventilating and air conditioning equipment and all other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property, but not including personal property that is donated to Trustor (the “Goods,” and together with the Real Property, the “Property”); and
(g) all accounts, general intangibles, chattel paper, deposit accounts, money, instruments and documents (as those terms are defined in the UCC) and all other agreements, obligations, rights and written material (in each case whether existing now or in the future) now or in the future relating to or otherwise arising in connection with or derived from the Property or any other part of the Trust Estate or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing, occupancy, sale or financing of the property or any other part of the Trust Estate, including (to the extent applicable to the Property or any other portion of the Trust Estate) (i) permits, approvals and other governmental authorizations, (ii) improvement plans and specifications and architectural drawings, (iii) agreements with contractors, subcontractors, suppliers, project managers, supervisors, designers, architects, engineers, sales agents, leasing agents, consultants and property managers, (iv) takeout, refinancing and permanent loan commitments, (v) warranties, guaranties, indemnities and insurance policies, together with insurance payments and unearned insurance premiums, (vi) claims, demands, awards, settlements, and other payments arising or resulting from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public use of any of the Property, (vii) license agreements, service and maintenance agreements, purchase and sale agreements and purchase options, together with advance payments, security deposits and other amounts paid to or deposited with Trustor under any such agreements, (viii) reserves, deposits, bonds, deferred payments, ref unds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other rights to the payment of money, trade names, trademarks, goodwill and all other types on intangible personal property of any kind or nature, and (ix) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such property (the “Intangibles”).
Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and all of the Trust Estate described above in which a security i nterest may be created under the UCC (collectively, the “Personal Property”). This Deed of Trust constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to Trustee and Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and remedies provided herein, all the rights and remedies of a “secured party” under the UCC and other applicable California law. Trustor Affordable Housing Agreement Agreement No. A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 10 – Authority Deed of Trust
covenants and agrees that this Deed of Trust constitutes a fixture filing under Sections 9502(c) and 9604 of the UCC.
FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may elect, the following (all of which re collectively referred to as the “Secured Obligations”):
(1) due, prompt and complete observance, performance and discharge of each and every condition, obligation, covenant and agreement contained herein or contained in the following:
(a) a promissory note in the original principal amount of $80,000 executed by Trustor (“Borrower” therein) of approximately even date herewith, as it may be amended or modified from time to time (the “Promissory Note”);
(b) the Affordable Housing Agreement dated as of _______________, 2024 between Trustor and the Beneficiary, as it may be amended or modified from time to time (the “AHA”);
(c) the Agreement Containing Covenants (Including Rental Restrictions) between Trustor and Beneficiary, recorded concurrently herewith, as it may be amended or modified from time to time (“Agreement Containing Covenants”); and
(2) payment of indebtedness of the Trustor to the Beneficiary in the principal sum of $80,000 evidenced by the Promissory Note, with interest, according to the terms of the Promissory Note.
The Secured Obligations and all of their terms are incorporated herein by reference and this conveyance shall secure any and all extensions, amendments, modifications or renewals thereof however evidenced, and additional advances evidenced by any note reciting that it is secured hereby. Any capitalized term that is not otherwise defined in this Deed of Trust shall have the meaning ascribed to such term in the AHA.
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:
1. That Trustor shall pay the Promissory Note at the time and in the manner provided therein, and perform the obligations of the Owner/Borrower as set forth in the Secured Obligations at the time and in the manner respectively provided therein;
2. That Trustor shall not permit or suffer the use of any of the Property for any purpose other than the uses permitted by the Agreement Containing Covenants;
3. That the Secured Obligations are incorporated in and made a part of this Deed of Trust. Upon default of a Secured Obligation, and after the giving of notice and the expiration of any applicable cure period, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable.
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4. That, subject to the prior rights, if any, of a lender whose lien is senior to this Deed of Trust (each a “Senior Lender”), all rents, profits and income from the Trust Estate are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor so long as no default exists hereunder after the giving of notice and the expiration of any applicable cure period, to collect such rents, profits and income for use in accordance with the provisions of the AHA.
5. That upon default hereunder or under the aforementioned agreements, and after the giving of notice and the expiration of any applicable cure period, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the Trust Estate and operate same and collect the rents, profits and income therefrom;
6. That Trustor will keep the improvements hereafter constructed on the Subject Property in accordance with the AHA insured against loss by fire and such other hazards, casualties, and contingencies as may reasonably be required in writing from time to time by the Beneficiary, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. In no event shall the amounts of coverage be less than 100 percent of the insurable value of the Property. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary and certificates thereof together with copies of original policies shall be deposited with the Beneficiary;
7. To pay, at least 10 days before delinquency, all taxes and assessments affecting the Property; to pay, when due, all encumbrances, charges and liens, with interest, on the Property or any part thereof which appear to be prior or superior hereto; and to pay all costs, fees, and expenses of this Trust. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as Trustor is contesting the legality thereof in good faith and by appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant to this Section 7.
8. To keep the Property in good condition and repair, subject to ordinary wear and tear, casualty and condemnation, not to remove or demolish any buildings thereon; to complete or restore promptly and in 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 the Property or requiring any alterations or improvements to be made thereon (subject to Trustor’s right to contest the validity or applicability of laws or regulations); not to commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in violation of law and/or covenants, conditions and/or restrictions affecting t he Property; not to permit or suffer any material alteration of or addition to the buildings or improvements hereafter constructed in or upon the Property without the consent of the Beneficiary;
9. 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 reasonable attorney’s fees in a reaso nable sum, in any such action or proceeding in which Beneficiary or Trustee may appear;
10. Should Trustor fail, after the giving of notice and the expiration of any applicable Affordable Housing Agreement Agreement No. A-8908
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cure period, to make any payment or do any act as herein provided, then Beneficiary or 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 in such manner and to such extent as either may deem necessary to protect the security hereof. Following default, after the giving of notice and the expiration of any applicable cure period, Beneficiary or Trustee being authorized to enter upon said property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may 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, may pay necessary expenses, employ counsel, and pay his reasonable fees. Notwithstanding the foregoing, in the event of default under this Deed of Trust, the Beneficiary may also require Trustor to maintain and submit additional records. Beneficiary shall specify in writing the particular records that must be maintained and the information or reports that must be submitted;
11. Beneficiary shall have the right to pay fire and other property insurance premiums when due should Trustor fail to make any required premium payments. All such payments made by the Beneficiary shall be added to the principal sum secured hereby;
12. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditure at the rate of the lesser of ten percent (10%), compounded annually, and the highest rate permitted by law;
13. That the funds to be advanced hereunder are to be used in accordance with the Secured Obligations and upon the failure of Trustor, after the giving of notice and the expiration of any applicable cure period, to keep and perform all the covenants, condi tions, and agreements of said agreements, the principal sum and all arrears of interest, and other charges provided for in the Promissory Note shall at the option of the Beneficiary of this Deed of Trust become due and payable, anything contained herein to the contrary notwithstanding;
14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien or liens except as permitted by the Secured Obligations or otherwise approved by Beneficiary, and further that it will keep and maintain the Property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall not be obligated to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting, provided that Trustor shall, at Beneficiary’s written request, within thirty (30) days after the filing of any claim or lien (but in any event, and without any requirement that Beneficiary must first provide a written request, prior to foreclosure) record in the Office of the Recorder of Los Angeles County, a surety bond in an amount one -and-one-half (12) times the amount of such claim item to protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary;
15. That any and all improvements made or about to be made upon the premises covered by the Deed of Trust, and all plans and specifications, comply with all applicable municipal ordinances and regulations and all other applicable regulations made or promul gated, now or Affordable Housing Agreement Agreement No. A-8908
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hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office;
16. Trustor herein agrees to pay to Beneficiary or to the authorized loan servicing representative of the Beneficiary a reasonable charge for providing a statement regarding the obligation secured by this Deed of Trust as provided by Section 2954, Article 2, Chapter 2 Title 14, Division 3, of the California Civil Code.
IT IS MUTUALLY AGREED THAT:
17. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earth quake, or in any other manner, subject to the rights of any Senior Lender, if any, Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor which a re not used to reconstruct, restore or otherwise improve the Property or part thereof that was taken or damaged, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage.
Subject to the rights of any Senior Lender, if any, all such compensation, awards, damages, rights of action and proceeds which are not used to reconstruct, restore or otherwise improve the Property or part thereof that was taken or damaged, including the proceeds of any policies of fire and other insurance affecting the Property, are hereby assigned to Beneficiary. After deducting therefrom all its expenses, including attorneys’ fees, the balance of the proceeds which are not used to reconstruct, restore or otherwise improve the Property or part thereof that was taken or damaged, shall be applied to the amount due under the Promissory Note secured hereby. No amount applied to the reduction of the pr incipal shall relieve the Trustor from making regular payments as required by the Promissory Note, if any;
18. Upon default by Trustor in making any payments provided for in the Promissory Note secured hereby or in this Deed of Trust, or in performing any obligation set forth in any of the Secured Obligations, and if such default is not cured within the respect ive time provided therefor in Section 34 of this Deed of Trust, below, 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 defaul t and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit with Trustee this Deed, the Note and all documents evidencing expenditures secured hereby;
19. a. Prior to the full reconveyance of this Deed of Trust and expiration of the term of the Agreement Containing Covenants, the Trustor shall not assign or attempt to assign the AHA or any right therein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property, the Project thereon, or any portion thereof or interest therein (referred to hereinafter as a “Transfer”), without prior written approval of the Beneficiary, except as otherwise permitted in th e AHA. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. If consent should be given, any such transfer shall be subject to this Section 19, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein, subject to the Affordable Housing Agreement Agreement No. A-8908
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provisions of paragraph e(3) of this Section 19.
b. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Beneficiary, to fulfill the obligations undertaken by Trustor in the AHA and the other Secured Obligations . Any such proposed transferee, by instrument in writing satisfactory to the Beneficiary and in form recordable among the land records of Los Angeles County, for itself and its successors and assigns, and for the benefit of the Beneficiary shall expres sly assume all of the obligations of the Trustor under the AHA and the other Secured Obligations , and agree to be subject to all conditions and restrictions applicable to the Trustor in the AHA and the other Secured Obligations , subject to the provisions of paragraph e(3) of this Section 19. There shall be submitted to the Beneficiary for review all instruments and other legal documents proposed to effect any such transfer; and if approved by the Beneficiary its approval shall be indicated to the Trustor in writing.
c. In the absence of specific written agreement by the Beneficiary, no unauthorized Transfer, or approval thereof by the Beneficiary, shall be deemed to relieve the Trustor or any other party from any obligations under the AHA or any other Secured Obligation.
d. In the event of a Transfer prior to the full reconveyance of this Deed of Trust and expiration of the term of the Agreement Containing Covenants and without the prior written consent of the Beneficiary, the net proceeds (after repayment in full of any loan from a Senior Lender, if any, and the reconveyance of any and all deeds of trust from any Senior Lender, if any), shall be paid to the Beneficiary to the e xtent necessary to pay in full the accrued interest, if any, current interest and remaining principal balance of the Authority Loan.
e. (a) As used herein, “Transfer” includes the sale, agreement to sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any instal lment land sale contract or similar instrument affecting all or a portion of the Property or Project, or the lease of all or substantially all of the Property or Project, except as provided in subparagraph e(3) of this Section 19, below.
(2) “Transfer” shall also include the transfer, assignment, hypothecation or conveyance of legal or beneficial ownership of any interest in Trustor, or any conversion of Trustor to an entity form other than that of Trustor at the time of execution of the AHA, except that a cumulative change in ownership interest of any general partner of forty-nine percent (49%) or less shall not be deemed a “Transfer” for purposes of this Deed of Trust.
(3) Notwithstanding paragraphs (1) and (2), above, “Transfer” shall not include a Permitted Transfer to the extent permitted under the AHA or the conveyance of a security interest to the beneficiary of a deed of trust securing a loan approved by the Beneficiary to be prior in right to the Authority Loan, or the conveyance of title to the Property or Project in connection with a foreclosure, a deed in lieu of foreclosure or similar conversion of such senior loan;
20. After the lapse of such time as may then be required by law following the recordation of a notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and plac e fixed by it in the notice of sale, Affordable Housing Agreement Agreement No. A-8908
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either as a whole or in separate parcels, 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 time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fi xed by the preceding postponement. Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee’s fees or attorney’s fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee’s deed; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the rate specified in the Promissory Note; (4) all other sums then secured hereby; and (5) the remainder, if any, to the pers on or persons legally entitled thereto;
21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all t itle, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, w hich, when duly recorded in the proper office of the county or counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee;
22. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law;
23. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all obligations secured hereby have been satisfied and after the expiration of the term of the Agreement Containing Covenants, and upon surrender of this Deed of Trust and the Promissory Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of an y matters or fact shall be conclusi ve proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto”;
24. The trust created hereby is irrevocable by Trustor;
25. This Deed of Trust 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 include not only the original Beneficiary hereunde r but also any future owner and holder including pledgees, of the Promissory Note secured hereby. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of Trustor hereunder are joint and several;
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Attachment No. 10 – Authority Deed of Trust
26. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. Beneficiary, at its option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed hereunder . Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law;
27. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to Trustor at the address set forth on the first page of this Deed of Trust.
28. Trustor agrees at any time and from time to time upon receipt of a written request from Beneficiary, to furnish to Beneficiary detailed statements in writing of income, rents, profits, and operating expenses of the premises, and the names of the occupants and tenants in possession, together with the expiration dates of their leases and full information regarding all rental and occupancy agreements, and the rents provided for by such leases and rental and occupancy agreements, and such other information regarding the premises and their use as may be requested by Beneficiary.
29. Trustor agrees that the loan secured by this Deed of Trust is made expressly for the purpose of carry back financing of the purchase of the Property by Trustor from Beneficiary.
30. Trustor agrees that upon sale or refinancing of the Project and/or Property or any interest therein the entire principal balance of the debt secured by this Deed of Trust, plus any accrued but unpaid interest thereon, shall at the option of Beneficiary be immediately due and payable.
31. The obligation to repay the Authority Loan is a nonrecourse obligation of the Trustor and its partners. Neither Trustor nor any of its general or limited partners, nor any other party, shall have any personal liability for repayment of the loan. The sole recourse of Beneficiary shall be the exercise of its rights against the Property and any related security for the Authority Loan.
Notwithstanding the foregoing, Beneficiary may recover directly from Trustor or from any other party:
(a) all damages, costs and expenses incurred by Beneficiary as a result of fraud or any criminal act or acts of Trustor or any partner, shareholder, officer, director or employee of Trustor, or of any general partner of Trustor, or of any member of a gener al partner of Trustor;
(b) all damages, costs and expenses incurred by Beneficiary as a result of misappropriation of funds provided for the construction of the Project, rents and revenues from the operation of the Project, or proceeds of insurance policies or condemnation proceeds;
(c) any and all amounts owing by Trustor pursuant to the indemnification regarding Affordable Housing Agreement Agreement No. A-8908
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Hazardous Materials pursuant to the Environmental Indemnity; and
(d) all court costs and attorneys’ fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Beneficiary shall pay Trustor’s reasonable court costs and attorneys’ fees if Trustor is the prevailing party in such enforcement or collection action).
32. Notwithstanding specific provisions of this Deed of Trust, non- monetary performance hereunder shall not be deemed to be in default where delays or defaults are proximately caused by any of the following force majeure events, provided such event actuall y delays and interferes with the timely performance of the matter, and, despite the exercise of diligence and good business practices, such event is beyond the reasonable control of Trustor: War; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including litigation challenging the validity of this transaction o r any element thereof; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or suppliers; acts of the other party; acts or failure to act of any governmental authority (except acts or failure to act of the Beneficiary in its capacity as lender shall not excuse performance by the Beneficiary); the imposition of any applicable moratorium by a governmental authority; or any other causes which despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such delay and interference. Notwithstanding the foregoing, none of the foregoing events shall constitute a force majeure event unless and until Trustor delivers to Benefici ary written notice describing the event, its cause, when and how Trustor obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Trustor shall deliver such written notice within ten (10) business days after it obtains actual knowledge of the event.
33. If the rights and liens created by this Deed of Trust shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the Secured Obligations, the unsecured portion of such obligations shall be completely performed a nd paid prior to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustor shall be considered to have been performed and paid on and applied first to the complete payment of the unsecured portion of the obligations.
34. (a) Subject to the extensions of time set forth in Section 32, and subject to the further provisions of this Section 34, failure or delay by Trustor to perform any term or provision respectively required to be performed under the Secured Obligations or this Deed of Trust constitutes a default under this Deed of Trust.
(b) Beneficiary shall give written notice of default to Trustor, specifying the default complained of by the Beneficiary. Failure or delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.
(c) Any failures or delays by Beneficiary in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by Beneficiary in asserting any of its rights and remedies shall not deprive Beneficiary of its right to institute and maintain any actions or proceedings which it may deem Affordable Housing Agreement Agreement No. A-8908
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Attachment No. 10 – Authority Deed of Trust
necessary to protect, assert, or enforce any such rights or remedies.
(d) If a monetary event of default occurs, prior to exercising any remedies hereunder, Beneficiary shall give Trustor written notice of such default. Trustor shall have a period of ten (10) days after such notice is given within which to cure the default prior to exercise of remedies by Beneficiary.
(e) If a non-monetary event of default occurs, prior to exercising any remedies hereunder, Beneficiary shall give Trustor notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period t o effect a cure prior to exercise of remedies by Beneficiary. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default is given.
(f) Except as otherwise required to comply with the provisions of California Civil Code Section 2924 et seq. that are applicable thereto, any notice of default that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, shall be deemed delivered upon its transmission; any notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of receipt by Trustor; and any notice of default that is sent by registered or certified mail, postage prepaid, return receipt required shall be deemed received on the date of receipt thereof.
35. In the event of a default or breach by Trustor of a security instrument securing a deed of trust securing any loan from any Senior Lender, if any, Beneficiary shall have the right to cure the default prior to completion of any foreclosure. In such eve nt, Beneficiary shall be entitled to reimbursement by Trustor of all costs and expenses incurred by Beneficiary in curing the default.
The amount of all such disbursements shall be a lien against the Property and added to the obligation secured by this Deed of Trust until repaid, with interest at the highest rate permitted by law.
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S-1
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year set forth above.
“TRUSTOR”
ADVANCING COMMUNITIES TOGETHER,
a California nonprofit public benefit corporation
By:____________________________________
Rossie D. Cherry
Chief Executive Officer
By:____________________________________
Olivia Cherry
Executive Director
Affordable Housing Agreement Agreement No. A-8908
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Attachment No. 10 – Authority Deed of Trust
Exhibit A – Legal Description
EXHIBIT A
LEGAL DESCRIPTION
REAL PROPERTY IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THE PARCEL OF LAND IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS SHOWN AS LOT 20 15 OF TRACT NO. 15912 RECORDED IN BOOK 426 PAGES 13 AND 14 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY
Assessor’s Parcel No: 3008-010-904
Affordable Housing Agreement Agreement No: A-8908
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ATTACHMENT NO. 11
ASSIGNMENT OF AGREEMENTS
[behind this page]
ASSIGNMENT OF AGREEMENTS, PLANS,
SPECIFICATIONS AND ENTITLEMENTS
(Agreement No. A-8908)
FOR VALUE RECEIVED, the undersigned, ADVANCING COMMUNITIES TOGETHER, a California nonprofit public benefit corporation (“ Owner”), pursuant to that certain Affordable Housing Agreement between Owner and THE HOUSING AUTHORITY OF THE CITY OF PALMDALE (“Authority”) dated as of __________________, 2024, as it may be amended or modified from time to time (“AHA”), hereby assigns to the Authority all of Owner’s rights and interest, but not its obligations, in, under and to the following, as they relate to the Project (defined in the AHA), as of _________________, 2024 (“Effective Date”):
1. All architectural, design, engineering, or development agreements, and any and all amendments, modifications, supplements, addenda and general conditions thereto (collectively, “Architectural or Engineering Agreements”) heretofore or hereafter entered into or prepared by any Architect/Engineer, engineer or other person or entity (collectively “Architect/Engineer(s)”), for or on behalf of Owner in connection with the development of the Project;
2. All plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively “ Plans and Specifications”) heretofore or hereafter prepared by any architect, engineer or other person or entity (collectively “Architect/Engineer(s)”), for or on behalf of Owner in connection with the construction and rehabilitation of the Project; and
3. All governmental permits, approvals and entitlements (collectively “Entitlements”) relating to the development and operation of the Project heretofore or hereafter granted by the City of Palmdale or any other governmental authority having jurisdiction over the Property (as defined in the AHA).
The Architectural or Engineering Agreements, Plans and Specifications and Entitlements consist of those which Owner has heretofore entered into, received or obtained and shall include but not be limited to those described in the Schedule of Architectural a nd Engineering Agreements, Plans and Specifications and Entitlements attached to this Assignment as Exhibit A.
This ASSIGNMENT OF AGREEMENTS, PLANS AND SPECIFICATIONS AND ENTITLEMENTS (“Assignment”) constitutes a present and absolute assignment to Authority as of the Effective Date. Owner represents and warrants to Authority, as of the Effective Date, that, to the actual knowledge of Owner: (a) all Architectural or Engineering Agreements entered into by Owner are in full force and effect and are enforceable in accordance with their terms and no default, or event which would c onstitute a default after notice or the passage of time, or both, exists with respect to said Architectural or Engineering Agreements; (b) all copies of the Architectural or Engineering Agreements and Plans and Specifications delivered to Authority are complete and correct copies; and (c) Owner has not assigned any of its rights under the Architectural and Engineering Agreements or with respect to the Plans and Specifications, except as previously disclosed in writing and approved by Authority.
This Assignment shall be governed by the laws of the State of California, except to the extent that federal laws preempt the laws of the State of California, and Owner consents to the jurisdiction of any federal or state court within the State of California having proper venue for the filing and maintenance of any action arising hereunder and agrees that the prevailing party in any such action shall be entitled, in addition to any other recovery, to reasonable attorneys’ fees and costs.
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Attachment No. 11 – Assignment of Agreements
This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors in interest of Owner and Authority.
The attached Consent, Schedule 1, and Exhibit A are incorporated by reference.
“OWNER”
ADVANCING COMMUNITIES TOGETHER,
a California nonprofit public benefit corporation
By:____________________________________
Rossie D. Cherry
Chief Executive Officer
By:____________________________________
Olivia Cherry
Executive Director
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 11 – Assignment of Agreements
Consent
CONSENT
[TO BE ADDED FOR EACH ARCHITECT, LANDSCAPE ARCHITECT AND ENGINEER PREPARING PLANS FOR THE PROJECT]
The undersigned Architect/Engineer (“ Architect” or “ Engineer” as the case may be) hereby consents to the foregoing Assignment to which this Consent (“ Consent”) is part, and acknowledges that there presently exists no unpaid claims due to the Architect/Engineer except as set forth on Schedule 1 attached hereto, arising out of the preparation and delivery of the Plans and Specifications to Owner and/or the performance of the Architect/Engineer’s obligations under the Assignment.
Architect/Engineer agrees that if Authority shall become the owner of said Property and elects to undertake or the construction of the Project on any portion of the Property, in accordance with the Plans and Specifications, and gives Architect/Engineer written notice of such election; THEN, so long as Architect/Engineer has received, receives or continues to receive the compensation called for under the Architectural or Engineering Agreements, Authority may, at its option, use and rely on the Plans and Specifications for the purposes for which they were prepared, and Architect/Engineer will continue to perform its obligations under the Architectural or Engineering Agreements for the benefit and account of Authority in the same manner as if performed for the benefit or account of Owner in the absence of the Assignment.
Architect/Engineer warrants and represents that they have no knowledge of any prior assignment(s) of any interest in either the Plans and Specifications and/or the Architectural or Engineering Agreements except to the City of Palmdale on or about the date hereof. Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment.
Executed on ______________, 2024.
ARCHITECT/ENGINEER:
By: _______________________
Architect/Engineer’s Address: ____________________
____________________
____________________
Authority’s Address:
THE HOUSING AUTHORITY
OF THE CITY OF PALMDALE
Attn: Executive Director
38250 Sierra Highway
Palmdale, California 93550
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 11 – Assignment of Agreements
Schedule 1 – Schedule of Unpaid Claims
SCHEDULE 1 TO ASSIGNMENT
SCHEDULE OF UNPAID CLAIMS
Schedule 1 to Assignment of Agreements, Plans and Specifications and Entitlements dated as of , 2024 by and between ADVANCING COMMUNITIES TOGETHER as “Owner”, and THE HOUSING AUTHORITY OF THE CITY OF PALMDALE, as “Authority”.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 11 – Assignment of Agreements
Exhibit A – List of Agreements, Plans, and Entitlements
EXHIBIT A
LIST OF ARCHITECTURAL OR ENGINEERING AGREEMENTS, PLANS AND
SPECIFICATIONS AND ENTITLEMENTS
[to be inserted]
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 12
ENVIRONMENTAL INDEMNITY
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ENVIRONMENTAL INDEMNITY BY ADVANCING COMMUNITIES TOGETHER
IN FAVOR OF THE HOUSING AUTHORITY OF THE CITY OF PALMDALE (A-8908)
THIS ENVIRONMENTAL INDEMNITY ( “Indemnity”), dated as of ________________, 2024, is made by ADVANCING COMMUNITIES TOGETHER, a California nonprofit public benefit corporation (“Borrower”), whose address for purposes of giving notice is 38626 9th Street East, Palmdale, California, 93550, in favor of THE HOUSING AUTHORITY OF THE CITY OF PALMDALE (the “Authority”), whose address for purposes of giving notice is 38250 Sierra Highway, Palmdale, California 93550.
WITNESSETH
WHEREAS, Borrower is the owner of the real property in the City of Palmdale described on Exhibit A attached hereto and made a part hereof, and the real property improvements thereon (collectively referred to as the “Property”);
WHEREAS, Borrower and the Authority entered into an Affordable Housing Agreement, dated as of ____________________, 2024, as it may be amended from time to time (“AHA”), pursuant to which Authority agreed to convey the Property to Borrower and make a carry back loan to Borrower for the Purchase Price of the Property (the “Loan”) (the AHA and the documents and instruments referred to therein which are being executed by Borrower concurrently herewith are referred to collectively as the “Authority Documents”); and
WHEREAS, Borrower has agreed to execute and deliver to Authority this Indemnity to induce Authority to make the Loan and convey the Property to the Borrower.
NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual agreements hereinafter set forth, Borrower hereby agrees with Authority as follows:
1. DEFINITIONS
For the purpose of this Indemnity, “Hazardous Materials” or “Hazardous Substances” shall include, but not be limited to, substances defined as “extremely hazardous substances,” “hazardous substances,” “hazardous materials,” “hazardous waste” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 11001-11050; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; and those substances defined as “hazardous waste ” in Section 25117 of the California Health and Safety Code, as “infectious waste” in Section 25117.5 of the California Health and Safety Code, or as “ hazardous substances ” in Se ction 25316 of the California Health and Safety Code or “hazardous materials ” as defined in Section 353 of the California Vehicle Code; and in the regulations adopted and publications promulgated pursuant to said laws.
Other capitalized terms used in this Indemnity shall have the meanings ascribed to them in the AHA with the same force and effect as if set forth in full below.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 12 – Environmental Indemnity
2. COVENANTS AND INDEMNITY
The following covenants, and indemnities are hereby given and made by Borrower:
2.1 Covenants.
(a) Borrower covenants that it shall comply with any and all laws, regulations, and/or orders which may be promulgated, from time to time, with respect to the discharge and/or removal of Hazardous Materials, to pay immediately when due the costs of the removal of, or any other action required by law with respect to, any such Hazardous Materials, and to keep the Property free of any lien imposed pursuant to any such laws, regulations, or orders.
(b) Borrower covenants that the Property shall not be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release, or disposal of any Hazardous Materials, except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine construction, operation and maintenance of the Property.
(c) Borrower further agrees that Borrower shall not release or dispose of any Hazardous Materials at the Property without the express written approval of Authority and that any such release or disposal shall be effected in strict compliance with all applicable laws and all conditions, if any, established by Authority.
(d) Authority shall have the right, at any time, to conduct an environmental audit of the Property at Authority’s expense, unless Hazardous Materials are found, then at Borrower’s sole cost and expense, and Borrower shall cooperate in the conduct of any such environmental audit. Other than in an emergency, such audit shall be conducted only after prior notice has been given to Borrower and only in the presence of a representative of Borrower.
Borrower shall give Authority and its agents and employees access to the Property to remove, or otherwise to mitigate against the effects of, Hazardous Materials.
(e) Borrower shall not install, or permit to be installed, on the Property friable asbestos or any substance containing asbestos and deemed hazardous by federal or state regulations respecting such material, and, with respect to any such material currently present in the Pr operty, Borrower shall promptly either (i) remove or cause to be removed any material that such regulations deem hazardous and require to be removed, or (ii) otherwise comply with such federal and state regulations, at Borrower ’s sole cost and expense. If Borrower shall fail to so do within the cure period permitted under applicable law, regulation, or order, Authority may do whatever is necessary to eliminate said substances from the premises or to otherwise comply with the applicable law, regulation, or order, and the costs thereof shall be added to the Obligations (as hereinafter defined) of Borrower under this Section 2.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 12 – Environmental Indemnity
(f) Borrower shall immediately advise Authority in writing of any of the following: (i) any pending or threatened environmental claim against Borrower or the Property, (ii) any condition or occurrence on the Property that (A) results in noncom pliance by Borrower with any applicable environmental law, (B) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law, or (C) could reasonably be anticipated to form the basis of an envi- ronmental claim against the Property or Borrower.
2.2 Indemnity. Borrower shall indemnify, protect, and hold Authority and its employees, officers, agents and consultants harmless from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements, or expenses (including, without limitation, attorneys ’ and experts’ fees and disbursements) of any kind or of any nature whatsoever (collectively, the “Obligations”) which may at any time be imposed upon, incurred by or asserted or awarded against Authority or its employees, officers, agents and consultants, or any of them, and arising from or out of:
(a) The presence of any Hazardous Materials on, in, under, or affecting all or any portion of the Property or any surrounding areas;
(b) The breach of any covenant made by Borrower in Section 2.1 hereof; or
(c) The enforcement by Authority or its employees, officers, agents and consultants, or any of them, of any of the provisions of this Section 2.2 or the assertion by Borrower of any defense to its obligations hereunder.
3. BORROWER’S UNCONDITIONAL OBLIGATIONS
3.1 Unconditional Obligations. Borrower hereby agrees that the Obligations shall be paid and performed strictly in accordance with the terms of this Indemnity, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of the Authority Documents or affecting any of the rights of Authority with respect thereto. The obligations of Borrower hereunder shall be absolute and unconditional irrespective of:
(a) The validity, regularity, or enforceability of the Authority Documents or any other instrument or document executed or delivered in connection therewith;
(b) Any alteration, amendment, modification, release, termination, or cancellation of any of the Authority Documents, or any change in the time, manner, or place of payment or performance of, or in any other term in respect of, all or any of the obligations of Borrower contained in any of the Authority Documents;
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Attachment No. 12 – Environmental Indemnity
(c) Any extension of the maturity of the Loan or any waiver of, or consent to any departure from, any provision contained in any of the Authority Documents;
(d) Any exculpatory provision in any of the Authority Documents limiting Authority’s recourse to property encumbered by the Deed of Trust securing the Loan, or to any other security, or limiting Authority’s rights to a deficiency judgment against Borrower;
(e) Any exchange, addition, subordination, or release of, or nonperfection of any lien on or security interest in, any collateral for the Loan, or any release, amendment, waiver of, or consent to any departure from any provision of, any other Borrower or guarantee given in respect of the Loan;
(f) The insolvency or bankruptcy of Borrower, Borrower, or of any indemnitor or guarantor under any other indemnity or guarantee given in respect of the Loan; or
(g) Any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower, Borrower, or any other indemnitor or guarantor with respect to the Loan or any or all of the Obligations.
3.2 Continuation. This Indemnity (a) is a continuing indemnity and shall remain in full force and effect until the satisfaction in full of all of the Obligations (notwithstanding the payment in full of the Loan or the release or other extinguishment of the Authority Deed of Trust securing the Borrower’s obligations under the Authority Documents; and (b) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Authority upon the insolvency, bankruptcy, or reorganization of Borrower, Borrower or otherwise, all as though such payment had not been made.
3.3 Termination. Notwithstanding the payment (and performance) in full of all of the Obligations and the payment (or performa nce) in full of all of Borrower’s obligations under the Authority Documents, this Indemnity shall not terminate if any of the following shall have occurred:
(a) Authority has at any time or in any manner substantially participated in the management or control of, taken possession of (whether personally, by agent or by appointment of a receiver), or taken title to the Property or any portion thereof, whether by foreclosure, deed in lieu of foreclosure, sale under power of sale or otherwise; or
(b) There has been a change, between the date hereof and the date on which all of the Obligations are paid and performed in full, in any Hazardous Materials laws, the effect of which may be to make a lender or mortgagee liable in respect of any of the Obli gations, Affordable Housing Agreement Agreement No: A-8908
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Attachment No. 12 – Environmental Indemnity
notwithstanding the fact that no event, circumstance, or condition of the nature described in paragraph (a) above ever occurred.
4. WAIVER
Borrower hereby waives the following:
(a) Promptness and diligence;
(b) Notice of acceptance and notice of the incurrence of any obligation by Borrower;
(c) Notice of any action taken by Authority, Borrower, or any other interested party under any Loan Document or under any other agreement or instrument relating thereto;
(d) All other notices, demands, and protests, and all other formalities of every kind, in connection with the enforcement of the Obligations, the omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for relievi ng Borrower of its Obligations hereunder;
(e) The right to a trial by jury with respect to any dispute arising under, or relating to, this Indemnity;
(f) Any requirement that Authority protect, secure, perfect, or insure any security interest or lien in or on any property subject thereto;
(g) Any requirement that Authority exhaust any right or take any action against Borrower or any other person or collateral; and
(h) Any defense that may arise by reason of:
(1) The incapacity, lack of authority, death or disability of, or revocation hereof by, any person or persons;
(2) The failure of Authority to file or enforce any claim against the estate (in probate, bankruptcy, or any other proceedings) of any person or persons; or
(3) Any defense based upon an election of remedies by Authority, including, without limitation, an election to proceed by nonjudicial foreclosure or which destroys or otherwise impairs the subrogation rights of Borrower or any other right of Borrower to proceed against Borrower.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 12 – Environmental Indemnity
5. NOTICES
Any notice, demand, statement, request, or consent made hereunder shall be in writing and shall be personally served or mailed by first -class certified mail, return receipt requested, to the address set forth in the first paragraph of this Indemnity, above, of the party to whom such notice is to be given (or to such other address as the parties hereto shall designate in writing). Any notice that is personally delivered (including by means of professional messenger service, courier service such as United P arcel Service or Federal Express, or by U.S. Postal Service) shall be deemed received on the documented date of receipt; and any notice that is sent by first-class certified mail, return receipt requested shall be deemed received on the date of receipt thereof.
6. MISCELLANEOUS
6.1 Borrower shall make any payment required to be made hereunder in lawful money of the United States of America, and in same day funds, to Authority at its address specified in the first paragraph hereof.
6.2 No amendment of any provision of this Indemnity shall be effective unless it is in writing and signed by Borrower and Authority, and no waiver of any provision of this Indemnity, and no consent to any departure by Borrower from any provision of this Indemnity, shall be effective unless it is in writing and signed by Authority, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
6.3 No failure on the part of Authority to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of Authority provided herein and in the other Authority Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of Authority under any Loan Document against any party thereto are not conditional or contingent on any attempt by Authority to exercise any of its rights under any other Loan Document against such party or against any other person or collateral.
6.4 Any provision of this Indemnity that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction.
6.5 This Indemnity shall (a) be binding upon Borrower, and Borrower’s successors and assigns; and (b) inure, together with all rights and remedies of Authority hereunder, to the benefit of Authority, their respective directors, officers, employees, and agents, any successors to Authority’s interest in the Property, any other person who acquires any portion of the Property at a foreclosure sale or otherwise through the exercise of Authority’s rights and remedies under the Authority Documents, any successors to any such person, and all directors, officers, employees, Affordable Housing Agreement Agreement No: A-8908
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Attachment No. 12 – Environmental Indemnity
and agents of all of the aforementioned parties. Without limiting the generality of clause (b) of the immediately preceding sentence, Authority may, subject to, and in accordance with, the provisions of the Authority Documents , assign or otherwise transfer all or any portion of its rights and obligations under any other Loan Document, to any other person, and such other person shall thereupon become vested with all of the rights and obligations in respect thereof that were granted to Authority herein or otherwise. None of the rights or obligations of Borrower hereunder may be assigned or otherwise transferred without the prior written consent of Authority.
6.6 Borrower hereby (a) irrevocably submits to the jurisdiction of any California or federal court sitting, in each instance, in Los Angeles County in any action or proceeding arising out of or relating to this Indemnity, (b) waives any defense based on doctrines of venue or forum non conveniens or similar rules or doctrines, and (c) irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such California or federal court.
Borrower irrevocably consents t o the service of any and all process which may be required or permitted in any such action or proceeding to the address specified in the first paragraph of this Indemnity, above. Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
6.7 The title of this document and the captions used herein are inserted only as a matter of convenience and for reference and shall in no way define, limit, or describe the scope or the intent of this Indemnity or any of the provisions hereof.
6.8 Except to the extent that the laws of the United States preempt the laws of the State of California, t his Indemnity shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California applicable to contracts made and to be performed therein, without reference to the legal principles governing conflicts of law.
6.9 This Indemnity may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one agreement.
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Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 12 – Environmental Indemnity
S-1
IN WITNESS WHEREOF, Borrower has duly executed this Indemnity as of the date first set forth above.
“BORROWER”
ADVANCING COMMUNITIES TOGETHER,
a California nonprofit public benefit corporation
By:____________________________________
Rossie D. Cherry
Chief Executive Officer
By:____________________________________
Olivia Cherry
Executive Director
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 12 – Environmental Indemnity
Exhibit A – Legal Description
EXHIBIT A
LEGAL DESCRIPTION
REAL PROPERTY IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THE PARCEL OF LAND IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS SHOWN AS LOT 20 15 OF TRACT NO. 15912 RECORDED IN BOOK 426 PAGES 13 AND 14 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
Assessor’s Parcel No: 3008-010-904
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 13
ASSIGNMENT OF RENTS
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OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 27383
Recording Requested by
And When Recorded Mail to:
HOUSING AUTHORITY
OF THE CITY OF PALMDALE
38250 Sierra Highway
Palmdale, California 93550
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN 3008-010-904 Agreement No. A-8908
ASSIGNMENT OF RENTS AND LEASES
THIS ASSIGNMENT OF RENTS AND LEASES (“Assignment”) is made as of , 2024 by ADVANCING COMMUNITIES TOGETHER, a California nonprofit public benefit corporation (“Owner”), in favor of the HOUSING AUTHORITY OF THE CITY OF PALMDALE, a public body, corporate and politic, its successors, and assigns (collectively, the “Authority”).
RECITALS
A. Owner is the owner of a fee interest in and to the real property described in Exhibit A attached hereto, and the owner of all of the personalty, fixtures, and improvements now or hereafter located thereon or attached thereto now existing or to be construct ed thereon. Said real property, personalty, fixtures, and the improvements are herein referred to collectively as the “Premises”.
B. Authority has agreed to convey the Premises to Owner pursuant to the terms of that certain Affordable Housing Agreement by and between the Authority and Owner dated ________, 2024, as it may be amended or modified from time to time (the “AHA”). In accordance with the AHA, the Owner agreed to record against the Premises that certain Agreement Containing Covenants dated on or about the date hereof by and between the Owner and the Authority. The performance obligations by the Owner under the AHA, including the Agreement Containing Covenants and the Authority Note (collectively, the “Secured Obligations”) are secured by that certain Deed of Trust, Security Agreement and Fixture Filing, of even date herewith, executed by Owner, as Trustor, for the benefit of Authority, as Beneficiary (the “Deed of Trust”).
C. In order to induce Authority to convey the Premises to Owner, Owner has agreed to execute this Assignment.
NOW, THEREFORE, with reference to the foregoing and in reliance thereon and for good Affordable Housing Agreement Agreement No: A-8908
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Attachment No. 13 – Assignment of Rents
and valuable consideration, the receipt of which is hereby acknowledged, Owner agrees as follows:
AGREEMENT
1. All initially capitalized terms used herein, unless otherwise defined or required by context, shall have the meaning ascribed to them in the AHA.
2. Subject to the prior rights, if any, of a lender whose lien is senior to the Deed of Trust held by Assignee (“ Senior Lender”) , Owner hereby absolutely grants, sells, assigns, transfers, and sets over to Authority, by this Assignment , all of Owner’s interests, whether now existing or hereafter acquired, in all leases and other occupancy agreements of any nature, now or hereafter covering all or any part of the Premises, together with all extensions, renewals, modifications, or replacements of said leases and occupancy agreement s, and together with any and all guarantees of the obligations of the lessees and occupants (“Lessees”) thereunder, whether now existing or hereafter executed, and all extensions and renewals of said guarantees. (Said leases and occupancy agreement s, together with any and all guarantees, modifications, extensions and renewals thereof, are hereinafter referred to collectively as the “Leases ” and individually as a “Lease”.)
3. Owner’s purpose in making this Assignment is to relinquish to Authority its right to collect and enjoy the rents, royalties, issues, profits, income, and other benefits at any time accruing by virtue of the Leases (hereinafter called “Rents and Profits”).
4. The parties intend that this Assignment shall be a present, absolute and unconditional assignment, and shall, immediately upon execution, give the Authority the right to collect the Rents and Profits and to apply them in payment of the principal and interest and all other sums payable on the obligations under the Secured Obligations, as well as all other sums payable under the Deed of Trust or any other instrument given as security for the Secured Obligations. However, the Authority hereby grants to Owner a license to collect and use, subject to the provisions set forth below, the Rents and Profits as they respectively become due and to enforce the Leases, so long as there is no default by Owner in performance of the terms, covenants, or provisions of the De ed of Trust, the AHA, the Authority Note, the Agreement Containing Covenants, or this Assignment, after the expiration of any applicable notice and cure periods.
Nothing contained herein, nor any collection of Rents and Profits by Authority or by a receiver, shall be construed to make Authority a “mortgagee in possession” of the Premises so long as Authority has not entered into actual possession of the Premises.
5. Upon the occurrence of any default under the terms and conditions of this Assignment, the Deed of Trust, or the Secured Obligations , after the expiration of any applicable notice and cure periods, this Assignment shall constitute a direction and full authority to each Lessee under any Lease and each guarantor of any Lease to pay all Rents and Profits to Authority without proof of the default relied upon. Owner hereby irrevocably authorizes each Lessee and guarantor to rely upon and comply with any notice or demand by Authority for the payment to Authority of any Rents and Profits due or to become due.
6. Owner represents and warrants as to each Lease now or hereafter covering all or Affordable Housing Agreement Agreement No: A-8908
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Attachment No. 13 – Assignment of Rents
any portion of the Premises, unless Authority has been otherwise advised in writing by Owner:
a. That each Lease is in full force and effect;
b. That no material default exists on the part of the Lessee thereunder or Owner;
c. That no rent in excess of one month’s rent has been collected in advance; d. That no Lease or any interest therein has been previously assigned or pledged, except to the extent required by the maker of a Senior Loan; e. That no Lessee under any Lease has any defense, setoff or counterclaim against Owner; and
f. That all rent due to date under each Lease has been collected and no concession has been granted to any Lessee in the form of a waiver, release, reduction, discount, or other alteration of rent due or to become due except as previously disclosed to Owner in writing.
7. Owner agrees with respect to each Lease:
a. If any Lease provides for a security deposit paid by the Lessee to Owner, and subject to the prior rights, if any, of a Senior Lender, this Assignment, subject to any prior assignment to any Senior Lender, transfers to Authority all of Owner’s right, title, and interest in and to each such security deposit; provided, however, that Owner shall have the right to retain said security deposit so long as Owner is not in default, after the expiration of any applicable notice and cure periods, under this Assignment, the Deed of Trust, or the Secured Obligations ; and provided further that Authority shall have no obligation to the Lessee with respect to such security deposit unless and until Authority comes into actual possession and control of said security deposit. b. If any Lease provides for the abatement of rent during repair of the leased premises by reason of fire or other casualty, Owner shall furnish rental insurance to Authority, the policies to be with companies and in form, content, policy limits, and terms as are customary in the case of entities owning similar property or assets similarly situated. c. Each Lease shall remain in full force and effect despite any merger of the interest of Owner and any Lessee thereunder. Owner shall not terminate any Lease (except pursuant to the terms of the Lease upon a default by any Lessee thereunder), or materially modify or amend any Lease or any of the terms thereof, or grant any concessions in connection therewith or accept a surrender thereof, without the prior written consent of Authority , which consent shall not be unreasonably withheld.
d. Owner shall not hereafter execute any Lease, the terms and conditions of which have not been previously approved in writing by Authority, which approval shall not be unreasonably withheld or delayed.
e. Owner shall not collect any Rents and Profits more than thirty (30) days in Affordable Housing Agreement Agreement No: A-8908
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Attachment No. 13 – Assignment of Rents
advance of the date on which they become due under the terms of any Lease. f. Owner shall not discount any future accruing Rents and Profits. g. Owner shall not consent to any assignment of any Lease, or any subletting thereunder, whether or not in accordance with its terms, on any terms less favorable than those that would reflect an arm’s length transaction in light of prevailing market conditions (subject to the rent restrictions applicable to the Premises), without the prior written consent of Authority. h. Owner shall not execute any further assignment of any of the Rents and Profits or any interest therein or suffer or permit any such assignment to occur by operation of law, except to any Senior Lender.
i. Owner shall not request, consent to, agree to, or accept a subordination of any Lease to any mortgage, deed of trust or other encumbrance, or any other lease, now or hereafter affecting the Premises or any part thereof, or suffer or permit conversion of any Lease to a sublease, without Authority’s prior written consent.
j. Owner shall faithfully perform and discharge all obligations of the lessor under each Lease, and shall give prompt written notice to Authority of any notice of Owner’s default received from any Lessee or any other person and furnish Authority with a complete copy of said notice. Owner shall appear in and defend, at no cost to Authority, any action or proceeding arising under or in any manner connected with any Lease. If requested by Authority, Owner shall enforce each Lease and all remedies available to Own er against the Lessee in the case of default under the Lease by the Lessee.
k. Any Lease of a part of the Premises shall, upon written notice from Authority to Owner, be deemed included in this Assignment as though originally listed herein. l. At Authority’s option, Owner shall not hire, retain, or contract with any third party for property management services with respect to the Premises, without the prior written approval of Authority of such party and the terms of its contract for management services. m. Nothing herein shall be construed to impose any liability or obligation on Authority under or with respect to any Lease. Owner shall indemnify, defend, and hold Authority, City of Palmdale, and their respective officers, directors, agents, employees, and representatives (collectively, the “Indemnitees” and individually an “ Indemnitee”) harmless from and against any and all liabilities, losses, and damages that any Indemnitee may incur under any Lease or by reason of this Assignment, and of and from any and all claims and demands whatsoever that may be asserted against any Indemnitee by reason of any alleged obligations to be performed or discharged by Authority under any Lease or this Assignment, unless any of the foregoing arises from or results from the gross negligence or willful misconduct of any Indemnitee. Should any Indemnitee incur any liability, loss, or damage under any Lease or by reason of this Assignment and such liability, loss, or damage falls within the foregoing indemnification, Owner shall immediately upon demand reimburse such Indemnitee for the amount thereof together with all costs and expenses and reasonable attorneys’ fees) and court costs incurred by such Indemnitee.
Affordable Housing Agreement Agreement No: A-8908
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All of the foregoing sums shall bear interest at the maximum rate permitted by law from demand by Indemnitee until paid. Any Rents and Profits collected by Authority may be applied by Authority, in its discretion, in satisfaction of any such liability, loss, damage, claim, demand, cost, expense, or fees.
8. Owner hereby grants to Authority the following rights , subject to any prior assignment to any Senior Lender:
a. Upon the occurrence of any default under the terms and conditions of this Assignment, the Deed of Trust, or the Secured Obligations , after the expiration of any applicable notice and cure periods, Authority shall be deemed to be the creditor of each Lessee in respect of any assignments for the benefit of creditors and any bankruptcy, arrangement, reorganization, insolvency, dissolution, receivership, or other debtor relief proceedings affecting such Lessee, without obligation on the part of Authority, however, to file timely claims in such proceedings or otherwise pursue creditor’s rights therein.
b. Authority shall have the right to assign Owner’s right, title, and interest in the Leases to any subsequent holder of the Deed of Trust or any participating interest therein or to any person acquiring title to all or any part of the Premises through foreclosure or otherwise. Any subsequent Authority shall have all the rights and powers herein provided to Authority. c. Authority shall have the right (but not the obligation), upon the occurrence of any default under the terms and conditions of this Assignment, the Deed of Trust, or the Secured Obligations, after the expiration of any applicable notice and cure periods, to take any action as Authority may deem necessary or appropriate to protect its security, including but not limited to appearing in any action or proceeding and performing any obligations of the lessor under any Lease; and Owner agrees to pay, on demand, al l costs and expenses, including without limitation reasonable attorneys’ fees and court costs incurred by Authority in connection therewith, together with interest thereon at the rate of ten percent (10%) per annum. d. Upon the occurrence of any default under the terms and conditions of this Assignment, the Deed of Trust, or the Secured Obligations , after the expiration of any applicable notice and cure periods, and without notice to or consent of Owner, Authority shall have the following rights (none of which shall be construed to be obligations of Authority):
e. Authority shall have the right under this Assignment to use and possess, without rental or charge, the fixtures, equipment, and personal property of the Owner located in or on the Premises and used in the operation or occupancy thereof. Authority shall have the right to apply any of the Rents and Profits to pay installments due for personal property rented or purchased on credit, insurance premiums on personal property, or other charges relating to personal property in or on the Premises. However, this Assignment shall not make Authority responsible for the control, care, management, or repair of the Premises or any personal property or for the carrying out of any of the terms or provisions of any Lease.
f. Authority shall have the right to apply the Rents and Profits and any sums recovered by Authority hereunder to the outstanding obligations under the Secured Obligations , Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 13 – Assignment of Rents
as well as to charges for taxes, insurance, improvements, maintenance, and other items relating to the operation of the Premises.
g. Authority shall have the right to take possession of the Premises, manage and operate the Premises and Owner’s business thereon, and to take possession of and use all books of account and financial records of Owner and its property managers or representatives relating to the Premises.
h. Authority shall have the right to execute new Leases of any part of the Premises, including Leases that extend beyond the term of the Deed of Trust. i. Authority shall have the right to cancel or alter any existing Leases.
ii. Authority shall have the irrevocable authority, as Owner’s attorney- in-fact, such authority being coupled with an interest, to sign the name of Owner and to bind Owner on all papers and documents relating to the operation, leasing and maintenance of the Premises. i. All of the foregoing rights and remedies of Authority are cumulative, and Authority shall also have upon the occurrence of any such default all other rights and remedies provided under this Assignment, the Secured Obligations, the Deed of Trust, or other agreement between Owner and Authority, or otherwise available at law or in equity or by statute. Failure of Authority to avail itself of any terms, covenants, or conditions of this Assignment for any period of time or for any reason shall not constitute a waiver thereof.
9. Notwithstanding any future modification of the terms of the Deed of Trust, the Secured Obligations, or this Assignment and the rights and benefits hereby assigned and granted shall continue in favor of Authority in accordance with the terms of this Assignment.
10. This Assignment shall be binding upon and inure to the benefit of the respective heirs, legal representatives, successors, and assigns of the parties hereto (including without limitation in the case of Authority, any third parties now or hereafter acquiring any interest in the Secured Obligations or other obligations of Owner under the Deed of Trust or a part thereof, whether by virtue of assignment, participation, or otherwise). The words Owner, Authority, and Lessee, wherever used herein, shall include the persons and entities named herein or in any Lease and designated as such and their respective heirs, legal representatives, successors and assigns, provided that any action taken by the named Authority or any successor, designated as such by an instrument recorded in the Official Records of Los Angeles County, California, referring to this Assignment, shall be sufficient for all purposes notwithstanding that Authority may have theretofore assigned or participated any interest in the obligation to a third party. All words and phrases shall be taken to include the singular or plural number, and the masculine, feminine, or neuter gender, as may fit the case.
11. Any change, amendment, modification, abridgment, cancellation, or discharge of this Assignment or any term or provision hereof shall be invalid without the written consent of Authority.
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 13 – Assignment of Rents
12. Upon satisfaction of the obligations secured hereby and Deed of Trust, as evidenced by a recorded satisfaction or release of the Deed of Trust, this Assignment shall be void and of no further effect.
13. All notices, demands, approvals, and other communications provided for in this Assignment shall be in writing and be delivered by personal delivery or certified U.S. mail with return receipt requested to the appropriate party at its address as follows:
If to Owner: Advancing Communities Together
38626 9th Street East
Palmdale, California 93550
If to Authority: Housing Authority of the City of Palmdale 38250 Sierra Highway
Palmdale, California 93550
Attn: Executive Director
Addresses for notice may be changed from time to time by written notice to all other parties. Any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service) shall be deemed received on the documented date of receipt; and any notice that is sent by first -class certified mail, return receipt requested shall be deemed received on the date of receipt thereof.
14. This Assignment shall be recorded in the Official Records of Los Angeles County, California, and Owner shall pay all fees, charges, costs, and expenses of such recording.
15. If any provision hereof is determined to be illegal or unenforceable for any reason, the remaining provisions hereof shall not be affected thereby.
16. This Assignment shall be governed by and construed in accordance with the laws of the State of California.
17. If Authority should bring any action to enforce its rights hereunder at law or at equity, Owner shall reimburse Authority for all attorneys’ fees and costs expended in connection therewith.
[Remainder of Page Intentionally Left Blank; Signatures on Following Page]
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 13 – Assignment of Rents
S-1
IN WITNESS WHEREOF, the undersigned Owner has executed this Assignment as of the date first above written.
“BORROWER”
ADVANCING COMMUNITIES TOGETHER,
a California nonprofit public benefit corporation
By:____________________________________
Rossie D. Cherry
Chief Executive Officer
By:____________________________________
Olivia Cherry
Executive Director
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 13 – Assignment of Rents
Exhibit A – Legal Description
EXHIBIT A
LEGAL DESCRIPTION
REAL PROPERTY IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THE PARCEL OF LAND IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS SHOWN AS LOT 20 15 OF TRACT NO. 15912 RECORDED IN BOOK 426 PAGES 13 AND 14 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY
Assessor’s Parcel No: 3008-010-904
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
ATTACHMENT NO. 14
NOTICE OF RESTRICTIONS
[behind this page]
OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 27383
Recording Requested by
And When Recorded Mail to:
HOUSING AUTHORITY
OF THE CITY OF PALMDALE
38250 Sierra Highway
Palmdale, California 93550
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN 3008-010-904 Agreement No. A-8908
NOTICE OF AFFORDABILITY RESTRICTIONS
ON TRANSFER OF PROPERTY
NOTICE IS HEREBY GIVEN that pursuant to Health and Safety Code Section 33334.3(f)(3), the HOUSING AUTHORITY OF THE CITY OF PALMDALE, a public body corporate and politic (“ Authority”), is recording this Notice of Affordability Restrictions on Transfer of Property (hereinafter the “Notice”) with regard to the property located at 38626 9th Street East, Palmdale, California, APN: 3008 -010-904, as more particularly described in Exhibit A attached hereto (the “ Property”). The current owner of the Property is ADVANCING COMMUNITIES TOGETHER , a California non-profit public benefit corporation (“Owner”).
The Property is subject to that certain Affordable Housing Agreement by and between Authority and Owner dated as of ________________, 2024, as it may be amended or modified from time to time (the “AHA”), and that certain Agreement Containing Covenants (Including Rental Restrictions) by and between the Authority and Owner recorded on or about even date herewith, as it may be amended or modified from time to time (the “Covenants”), which restrict the use of the Property as follows:
• The Property shall be acquired and used as an affordable residential rental development, consisting of a duplex rental apartment with two (2) two-story Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 14 – Notice of Restrictions
units (3 bedrooms/ 2 bath per unit) (the “Affordable Units”) available to and occupied exclusively by Low Income households at Affordable Rent. No change in the use of the Property shall be permitted without the prior written approval of Authority.
• The maximum incomes of residential tenants eligible to rent the Affordable Units shall be determined on the basis of the area median income (the “AMI”) f
or Los Angeles County, as determined by the United States Department of Housing and Urban Development and published from time to time by the California Department of Housing and Community Development (“ HCD”) .
F
or purposes of the Covenants, the term “ Low Income ” shall mean an individual or household with a household income equal to or less than sixty percent (60%) of the then current Area Median Income, adjusted for family size appropriate for the unit.
• For purposes of the Covenants, the term “ Affordable Rent” shall mean the maximum monthly rent (including a reasonable utility allowance) that may be charged to tenants of the Affordable Units calculated as follows: 1/12 times the product of thirty percent (30%) times sixty percent (60%) of the AMI, adjusted for family size appropriate for the unit.
Th
e affordability restrictions imposed on the Property by the Covenants are scheduled to expire not less than fifty-five (55) years from the date of recordation of the Covenants.
[
This Space Left Intentionally Blank; Signatures Begin on Next Page.] Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 14 – Notice of Restrictions
S-1
This Notice is recorded for the purpose of providing notice only and it in no way modifies the provisions of the AHA or Covenants.
“
AUTHORITY”
THE HOUSING AUTHORITY OF THE CITY OF PALMDALE
B
y: ________________________________
Ronda Perez
Executive Director
ATTEST:
B
y: ________________________________
Roxanne Faber
Authority Secretary
AP
PROVED AS TO FORM:
B
y: ________________________________
William P. Curley, III
Authority Counsel
K
ANE, BALLMER & BERKMAN
B
y: ________________________________
Susan Apy
Authority Special Counsel
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 14 – Notice of Restrictions
S-2
CONSENT TO RECORDATION
The undersigned, owner of the real property legally described in Exhibit A hereto, hereby consents to the recordation of the foregoing Notice of Affordability Restrictions on Transfer of Property against said real property. “O
WNER”
A
DVANCING COMMUNITIES TOGETHER,
a California nonprofit public benefit corporation
By: ____________________________________
Rossie D. Cherry
Chief Executive Officer
B
y: ____________________________________
Olivia Cherry
Executive Director
Affordable Housing Agreement Agreement No: A-8908
Advancing Communities Together APN: 3008-010-904
Attachment No. 14 – Notice of Restrictions
Exhibit A – Legal Description
EXHIBIT A
LEGAL DESCRIPTION
REAL PROPERTY IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
T
HE PARCEL OF LAND IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS SHOWN AS LOT 20 15 OF TRACT NO. 15912 RECORDED IN BOOK 426 PAGES 13 AND 14 OF MAPS, IN T HE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY
As
sessor’s Parcel No: 3008-010-904