Agenda packet — San Clemente City Council, June 18, 2024 (part 3 of 5)

888
City Council Regular and Special Meeting Minutes June 4, 2024

1. Property: 100 Avenida Presidio, San Clemente, Assessor Parcel Number (APN): 690-012-01 and 690-012-02
City Negotiators: Andy Hall, City Manager
Negotiating Parties: West Development Ventures, LLC
Under Negotiations: Price and terms

2. Property: 1100 North El Camino Real, San Clemente, Assessor Parcel Number (APN): 988-393-01 and 692-393-01
City Negotiators: Andy Hall, City Manager
Negotiating Parties: Novella Royale
Under Negotiations: Price and terms
C. CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Government Code section 54956.9(a)(d)(2)
Number of Cases: 1

1. Facts and Circumstances per Government Code section 54956.9(e)(1): Facts and circumstances that might result in litigation against the City that the City believes are not yet known to a potential plaintiff or plaintiffs.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
Closed Session Concluded at 5:56 p.m.

BUSINESS MEETING
The meeting reconvened at 6:01 p.m. with all City Councilmembers present

INVOCATION
Carolyn McOwen, Pastor, San Clemente Presbyterian Church gave the invocation

PLEDGE OF ALLEGIANCE
Mayor Cabral led the Pledge of Allegiance

1. Special Presentations
A. Presentation of Proclamation Proclaiming May through August 2024 as Drowning Prevention Awareness Season and Orange County Fire Authority (OCFA) Quarterly Size Up Presentation
Mayor Cabral presented a proclamation to Orange County Fire Authority Division Chief Maule proclaiming May through August 2024 as Drowning Prevention and Awareness Season.

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889
City Council Regular and Special Meeting Minutes June 4, 2024 Division Chief Maule displayed a video of the Orange County Fire Authority Quarterly Size Up. A link to the video is on file with the City Clerk.

B. Stars, Stripes and Slip & Slides 4th of July Event
Beaches, Parks and Recreation director Wylie presented a PowerPoint presentation concerning the upcoming Stars, Stripes and Slip n' Slides 4th of July event. A hard copy of the presentation is on file with the City Clerk.

2. Council Member Reports
Mayor Cabral reported his attendance at the following events:
· Joseph Alexander, My Story: How I survived the Holocaust, speaking engagement at the San Clemente Community Center on June 2, 2024. · Boys and Girls Club summer camp opening, Monday, June 2, 2024. · Beach Ribbon Cutting & Beach Celebration on May 31, 2024 at the San Clemente Pier.
· 2024 Highschool Graduation on May 30, 2024.
· Orange County Transportation Authority Bluffs Residents Listening Session on May 22, 2024.
· Orange County Transportation Authority luncheon meeting concerning the use of mitigation fees.
· Meeting with the San Clemente Downtown Business Association concerning event collaboration with the City.
· Provided the opening statement at the Hawaiian Surf Club of San Onofre's Polynesian Festival on May 25, 2024.
· City of San Clemente Budget Open House and Human Affairs Committee Community Resource Fair at the Community Center on May 23, 2024. · Memorial Day Observance at Park Semper Fi and provided the opening statement for the City's ceremony at the Community Center on May 27, 2024. · TV Interviews concerning sand replenishment and the Supreme Court Grants Pass case.
· Met with owners of Sylvester’s, a new Italian restaurant, opening June 2024 at 1814 North El Camino Real.

Councilmember Loeffler reported:
· Commented on the Army Corps of Engineers sand placement project at the base of the pier.

Mayor Pro Tem Enmeier reported:
· Acknowledged bipartisan efforts concerning sand replenishment for San Clemente beaches.
· Extended congratulations to the San Clemente High School graduating class of 2024.
· Attended a seminar in Palm Desert concerning human trafficking and fentanyl.
· Acknowledged the efforts of the Human Affairs Committee concerning their resource fair held on May 23, 2024.

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City Council Regular and Special Meeting Minutes June 4, 2024 Councilmember Duncan reported:
· Acknowledged the community participation in the Orange County Transportation Authority Coastal Rail Resiliency meeting on May 30, 2024. · Recognized Los Molinos Brewery on their two-year anniversary.

3. Oral Communications (Part 1)
Amanda Q narrated a PowerPoint presentation entitled "OCTA Partnership". A hard copy of the presentation is on file with the City Clerk.

Gary Headrick, San Clemente Green, displayed a photograph concerning the documentary S.O.S: San Onofre Syndrome. A hard copy of the photograph is on file with the City Clerk.

Cameron Houle, Happy Coffee, commented on the planning process for developing his commercial property on Avenida Victoria.

Scott McKhann, San Clemente, commented on his application for the Planning Commission.

Mike Kay, San Clemente, commented that the Local Hazard Mitigation Plan should address issues that affect residents insurance rates and coverage; urged the City to become a Fire Wise City to mitigate insurance rates.

4. Motion waiving reading in full of all Resolutions and Ordinances Motion by Councilmember Knoblock, second by Councilmember Loeffler, CARRIED 5-0, to waive reading in full of all Resolutions and Ordinances.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None

5. Consideration of agendizing items requiring immediate action None.

6. Closed Session Report - City Attorney
City Attorney Mitchell announced that the following action was taken in Closed Session:

Direction given; no reportable action concerning:

1. Case Name: Harbor View Estates Homeowners Association v. City of San Clemente, Orange County Superior Court Case No. 30-2024-01371169 -CU-WM-CXC.

Direction given; no reportable action concerning:

1. Property: 100 Avenida Presidio, San Clemente, Assessor Parcel Number (APN): 690-012-01 and 690-012-02

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891
City Council Regular and Special Meeting Minutes June 4, 2024 City Negotiators: Andy Hall, City Manager
Negotiating Parties: West Development Ventures, LLC
Under Negotiations: Price and terms

2. Property: 1100 North El Camino Real, San Clemente, Assessor Parcel Number (APN): 988-393-01 and 692-393-01
City Negotiators: Andy Hall, City Manager
Negotiating Parties: Novella Royale Under Negotiations: Price and terms Direction given; no reportable action concerning:

7. Staff Communications
City Manager Hall announced where the S.O.S: San Onofre Syndrome documentary discussed during Oral Communications can be viewed.

8. Public Hearings
8A. PUBLIC HEARING TO CONSIDER THE ADOPTION OF THE BUDGET FOR FISCAL YEAR 2024-25 AND FISCAL YEAR 2025-26
Mayor Cabral opened the Public Hearing.

Administrative Services Director Brower and Finance Manager Rahn narrated a PowerPoint presentation entitled "Budget Public Hearing Fiscal Year 24-25 and Fiscal Year 25-26, June 4, 2024" and responded to Council inquiries. A hard copy of the presentation is on file with the City Clerk.

Amanda Q narrated a PowerPoint presentation entitled "Budget Public Comment". A hard copy of the presentation is on file with the City Clerk.

There being no others desiring to speak, Mayor Cabral closed the Public Hearing.

Motion by Mayor Pro Tem Enmeier, second by Councilmember Loeffler, CARRIED 5-0, to:

1. Adopt Resolution No. 24-78 entitled A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF SAN CLEMENTE, CALIFORNIA, ADOPTING AND

APPROVING THE BUDGET AT THE FUND LEVEL FOR THE CITY OF SAN CLEMENTE MUNICIPAL BUDGET FOR FISCAL YEARS 2024-25 AND 2025-26 AND THE COMMITMENT OF FUND BALANCE.

2. Direct the City Manager to prepare an Agenda Report addressing the Emergency Services position with recommendations to best meet the service

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892
City Council Regular and Special Meeting Minutes June 4, 2024 needs related to this position.

3. Direct the City Manager to prepare an Agenda Report in conjunction with the City Treasurer for the consideration of participation in a Section 115 Trust for the funding of future pension contributions.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None

9. Unfinished Business
None.

10. New Business
10A. CONSIDERATION OF A RESOLUTION TO APPROVE A COOPERATIVE

SERVICES AGREEMENT WITH THE COUNTY OF ORANGE FOR

UNMANNED AVIATION SYSTEMS (DRONE) SERVICES TO INSPECT OPEN

SPACE AREAS FOR FIRE HAZARDS AND SLOPE MONITORING
Community Development Director Atamian reviewed the contents of the Administrative report and responded to Council inquiries.

Mike Kay commented on potential negative impacts and privacy concerns with the use of drones to inspect open spaces.

Motion by Councilmember Knoblock, second by Mayor Pro Tem Enmeier, CARRIED 5-0, TO TABLE THIS ITEM.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
10B. REQUEST FOR ALLOCATION OF FUNDING FOR BEACH NOURISHMENT

AT NORTH BEACH
City Manager Hall reviewed Council options regarding this item and responded to Council inquiries.

Amanda Q spoke in support of sand placement on North Beach; expressed concerns regarding pausing the Sand Compatibility and Opportunistic use Program (SCOUP).

Motion by Mayor Cabral, second by Councilmember Loeffler, CARRIED 5-0 to:

1. Approve an allocation from the Sand Account in the amount of $800,000.

2. Suspend the next phase of the Sand Compatibility and Opportunistic Use Program (SCOUP) until funds are available.

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City Council Regular and Special Meeting Minutes June 4, 2024

3. City Manager to provide a monthly update to the City Council regarding replenishing the funding for SCOUP.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None

11. Consent Calendar
A. City Council Minutes
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to:
(1) APPROVE THE SPECIAL AND REGULAR CITY COUNCIL MEETING MINUTES OF MAY 21, 2024.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
B. Commission/Committee Minutes
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to receive and file the following:
(1) PUBLIC SAFETY COMMITTEE REGULAR MEETING MINUTES OF APRIL 23, 2024.
(2) HUMAN AFFAIRS COMMITTEE REGULAR MEETING MINUTES OF MAY 14, 2024.
(3) ZONING ADMINISTRATOR REGULAR MEETING MINUTES OF MAY 23, 2024.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
C. Warrant Register
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to:

APPROVE WIRE TRANSFER NOS.
3042 THROUGH 3047 AND WARRANT NOS.
596155 THROUGH 596359, PAID ON
5-3-24, IN THE AMOUNT OF $1,217,585.34
APPROVE WIRE TRANSFER NOS.
3048 THROUGH 3049 AND WARRANT NOS.
596360 THROUGH 596470, PAID ON
5-10-24, IN THE AMOUNT OF $4,274,487.90
TOTAL WARRANT REGISTER $5,492,073.24

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894
City Council Regular and Special Meeting Minutes June 4, 2024 AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
Payroll Register
Motion by Councilmember Duncan, second by Councilmember Knoblock, to approve:

WARRANT NO. 932, AUTOMATIC DEPOSIT
ADVISES 93671 THROUGH 94009,
FOR THE PERIOD 4-15-24 THROUGH 4-28-24,
PAID ON 5-3-24, IN THE AMOUNT OF $493,573.25
TOTAL PAYROLL REGISTER $493,573.25
AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
11D. CONTRACT AWARD - UPDATE OF THE CITY’S LOCAL HAZARD

MITIGATION PLAN (LHMP), AND APPROVING AN APPROPRIATION IN THE AMOUNT OF $98,750
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to:

Adopt Resolution No. 24-80, which will:

1. Award the Professional Services Agreement, provided as Attachment 2 of the Administrative Report dated June 4, 2024, for the Local Hazard Mitigation Plan Update to Michael Baker International.

2. Authorize an appropriation, not to exceed $98,750, to Account No. 001-441- 43695-000-00000 for Fiscal Year 2023-24.

3. Approve, and authorize the City Manager to execute, Contract No. C24-27, by and between the City of San Clemente and Michael Baker International, providing for the Local Hazard Mitigation Plan Update, in an amount not to exceed $98,750.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
11E. CONTRACT AMENDMENT - FLEET MAINTENANCE SERVICES
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to:

Adopt Resolution 24-81 which will:

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City Council Regular and Special Meeting Minutes June 4, 2024

1. Approve, and authorize the City Manager to execute, Amendment No. 1 to Contract No. C14-22, by and between the City of San Clemente and First Vehicle Services, formally exercising the five (5) year extension option, with an annual cost for FY 2023-24 of $570,000 with future years adjusted by the consumer price index per the terms of the Agreement.

2. Approve, and authorize the City Manager to exercise future options with pricing not to exceed the annual consumer price index (CPI) adjustment.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
11F. CONSIDERATION OF A RESOLUTION AUTHORIZING THE CITY TO ENTER

INTO A REGIONAL CONTRACT BETWEEN THE SOUTH ORANGE COUNTY WASTEWATER AUTHORITY (SOCWA), POLYDYNE, INC., AND SOCWA

ENTITIES FOR SUPPLY OF POLYMER TO THE WATER RECLAMATION

PLANT FOR WASTEWATER TREATMENT AND FINDING THE PROJECT

CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to:

Adopt Resolution No. 24-82, which will:

1. Find the project categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR Section 15301) and Class 7 (Actions by Regulatory Agencies for Protection of Natural Resources, 14 CCR section 15307) of the State CEQA Guidelines.

2. Approve, and authorize the City Manager to execute, Contract No. C24-28, a regional contract, by and between the City of San Clemente and the South Orange County Wastewater Authority (SOCWA), Polydyne, Inc., and the South Orange County Wastewater Authority (SOCWA) entities for a one year term for the supply of Polymer to the City’s Water Reclamation Plant (WRP), in an amount not to exceed $230,000.

3. Authorize the Public Works Director/City Engineer to approve up to four one year renewals to the contract for amounts not to exceed the approved budget amounts for this chemical in each appropriate fiscal year.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None

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896
City Council Regular and Special Meeting Minutes June 4, 2024 11G. NOTICE OF COMPLETION - MARINE SAFETY HEADQUARTERS (HQ)

BUILDING CONCRETE REPAIRS
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to:

Adopt Resolution No. 24-83, which will:

1. Accept the Marine Safety Headquarters Building Concrete Repairs, CIP Project No. 24805, from the contractor, Harbor Coating & Restoration.

2. Authorize the Public Works Director/City Engineer to execute and record the Notice of Completion for the Marine Safety Headquarters Building Concrete Repairs.

3. Authorize the City Clerk to release the payment bond 35 days from the recordation of the Notice of Completion upon verification with the Engineering Division that no liens have been levied against the contractor, Harbor Coating & Restoration.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
11H. NOTICE OF COMPLETION - CITY HALL COUNCIL CHAMBERS TENANT

IMPROVEMENT
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to:

Adopt Resolution No. 24-84, which will:

1. Accept the City Hall Council Chambers Tenant Improvements, Project No. 12563, from the contractor, Thomco Construction, Inc.

2. Authorize the Public Works Director/City Engineer to execute and record the Notice of Completion for the City Hall Council Chambers Tenant Improvements.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None

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897
City Council Regular and Special Meeting Minutes June 4, 2024 11I. ESTABLISHING APPROPRIATIONS LIMIT (GANN) FOR FISCAL YEAR (FY) 2024-25
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to adopt Resolution No. 24-85 entitled A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF SAN CLEMENTE, CALIFORNIA,

ESTABLISHING AN APPROPRIATIONS LIMIT PURSUANT TO ARTICLE XIIIB OF THE CALIFORNIA CONSTITUTION.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
11J. CONSIDERATION OF A RESOLUTION TO DESIGNATE FISCAL YEAR (FY) 2024-2025 STREET REHABILITATION PROJECTS PURSUANT TO SENATE BILL 1 (SB1) THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 AND

FINDING THE PROJECTS EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to adopt Resolution No. 24-86 entitled A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF SAN CLEMENTE ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2024-2025 FUNDED BY SENATE BILL 1 (SB 1): THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 AND FINDING

THE PROJECTS CATEGORICALLY EXEMPT FROM THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT (CEQA) UNDER CLASS 1 (EXISTING FACILITIES, 14 CCR SECTION 15301), AND CLASS 2 (REPLACEMENT OR RECONSTRUCTION, 14 CCR SECTION 15302) OF THE STATE CEQA GUIDELINES.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None

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898
City Council Regular and Special Meeting Minutes June 4, 2024 11K. CONSIDERATION OF A RESOLUTION FOR RENEWED MEASURE M2 ANNUAL FUNDING ELIGIBILITY - FISCAL YEAR 2024-2025
Motion by Councilmember Duncan, second by Councilmember Knoblock, CARRIED 5-0, to:

Adopt Resolution No. 24-87, which will:

1. Approve and adopt the 2024 Measure M2 Seven Year Capital Improvement Program for Fiscal Years 2024-25 through 2030-2031.

2. Authorize and direct the Public Works Director/City Engineer to submit Measure M2 funding eligibility requirements on behalf of the City of San Clemente to the Orange County Transportation Authority and take all actions necessary and proper to obtain Measure M2 funding for Fiscal Year 2024-2025.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None

12. Oral Communications (Part 2)
None.

13. Future Agenda Items
Councilmember Loeffler, with the support of Mayor Pro Tem Enmeier and Mayor Cabral, agendized consideration of term limits for commission and committee members.

14. Reports
A. Commissions and Committees
Mayor Pro Tem Enmeier reported that the Coastal Animal Services Authority will have some position changes which will improve service to the community.

Coastal Animal Services Authority will host a summer reading to shelter dogs program.

B. Council Subcommittee Updates
None.

C. City Attorney
None.

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899
City Council Regular and Special Meeting Minutes June 4, 2024 D. City Manager
City Manager Hall reported that he executed the following contract under his signature authority:

Trussell Technologies, Inc. providing for Membrane Filtration/ Reverse Osmosis (MF/RO) Project Evaluation in the amount of $9,950 under his signature authority.

15. Adjournment
Motion by Mayor Pro Tem Enmeier, second by Councilmember Knoblock, CARRIED 5-0, to adjourn at 8:14 p.m. to an Adjourned Regular City Council Meeting to be held on June 18, 2024 at 1:00 p.m. for the purpose of conducting City Commission and Committee interviews. Closed Session will begin at 5:00 p.m. and the Regular Business Meeting will begin at 6:00 p.m. The meeting will take place in the Council Chambers, located at 910 Calle Negocio, 2nd Floor, San Clemente.

AYE: Duncan, Enmeier, Knoblock, Loeffler and Mayor Cabral NOE: None
_______________________________
MAYOR of the City of
San Clemente, California
_______________________________
CITY CLERK of the City of
San Clemente, California

Page 13 of 13 ends

900
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item: (1)
901
902
903
904
905
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item: (1)
..ag endizedby
..end
Subject:
..titl e
Approve Wire Transfer Nos.
3040 through 3041 and Warrant Nos.
595987 through 596154, paid on
4-26-24, in the amount of $945,258.69
..end
906
907
908
909
910
911
912
913
914
915
916
917
918
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item: (2)
..ag endizedby
..end
Subject:
..titl e
Approve Wire Transfer Nos.
3050 through 3053 and Warrant Nos.
596471 through 596691, paid on
5-17-24, in the amount of $1,454,629.35
..end
919
920
921
922
923
924
925
926
927
928
929
930
931
932
933
934
935
936
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item: (3)
..ag endizedby
..end
Subject:
..titl e
Approve Handwrite No. 596900,
Wire Transfer Nos. 3054 through
3055 and Warrant Nos. 596692
through 596899, paid on 5-24-24,
in the amount of $950,921.99
..end
937
938
939
940
941
942
943
944
945
946
947
948
949
950
951
952
953
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item: (4)
..ag endizedby
..end
Subject:
..titl e
Approve Wire Transfer Nos.
3056 through 3059 and Warrant Nos.
596901 through 597071, paid on
5-31-24, in the amount of $1,818,427.52
TOTAL WARRANT REGISTER $5,169,237.55 ..end
954
955
956
957
958
959
960
961
962
963
964
965
966
967
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item:
..ag endizedby
..end
Subject:
..titl e
Warrant No. 933, Automatic Deposit
Advises 94010 through 94367,
for the period 4-29-24 through 5-12-24,
paid on 5-17-24, in the amount of $520,404.67
968
969
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item:
..ag endizedby
..end
Subject:
..titl e
Warrant Nos. 934 through 936 and
Automatic Deposit Advises 94368
through 94734, for the period
5-13-24 through 5-26-24, paid
on 5-31-24, in the amount of $495,678.49
TOTAL PAYROLL REGISTER $1,016,083.16 ..end
970
971
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item: 11D.

Submitted By: Finance and Administrative Services
Prepared By: Hanne Thordahl, Human Resources Manager
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING REVISED SALARY SCHEDULE AND STAFFING ..body CHANGES WITH THE ADOPTED FISCAL YEARS 2024-25 AND 2025-26 BUDGET Fiscal Impact:

The adoption of the Fiscal Years 2024-25 and 2025-26 budget established funding levels for all City funds and positions for the period July 1, 2024 through June 30, 2026.

Summary:

Before the City Council is a resolution, adopting a revised salary schedule for benefited positions based on the staffing changes prepared in conjunction with the Fiscal Years 2024-25 and 2025- 26 Budget that was adopted on June 4, 2024.

Background:

The City held a budget workshop on May 21, 2024 and a public hearing and adoption of the proposed Fiscal Years 2024-25 and 2025-26 Budget on June 4, 2024. At the workshop and public hearing, staff presented the proposed budget, which included minimal staffing changes.

The budget was adopted and a resolution to approve the revised salary schedule and staffing changes effective July 1, 2024 needs to be formally adopted by the City Council.

Discussion:

With the recent implementation of the Class and Compensation Study in January 2024, the only staffing changes incorporated into this Budget address City Council priorities and organization critical needs. The details on the approved changes to current staffing are listed in the Staffing section of the Budget beginning on page 351 and are included in the attached resolution. The net changes result in an increase of 3 full-time equivalent (FTE) to the staffing count.

The City Council prioritized the addition of an Emergency Services position to focus on emergency services activities and to maintain the City’s response plan for major public emergencies. An Emergency Services Officer position is included in the budget but will be brought to the City Council as a separate agenda report for further discussion and direction at a later date. Additionally, enforcement at parks continues to be addressed with the addition of two Park Ranger positions; one position added in each of the next two fiscal years. Other minor staffing changes are incorporated, but these are routine in nature and address operational needs of City Departments.

The Benefited Positions Salary Schedule has been revised to address the staffing changes approved with the Fiscal Years 2024-25 and 2025-26 Budget. Adoption of the resolution 972
Meeting Date: June 18, 2024 Agenda Item: 11D.

CITY OF SAN CLEMENTE 2
presented to the City Council will approve the revised salary schedule and staffing changes approved within the budget.

Council Options:
 Adopt Resolution No. 24-94, approving the revised salary schedule and staffing changes.  Modify and adopt Resolution 24-94.
 Continue the item with direction given to staff.
 Deny Resolution No. 24-94.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council adopt Resolution No. 24-94 to approve the staffing changes and revised salary schedule.
..end
Attachments:

1. Resolution No. 24-94

2. Salary Schedule – Benefited Positions effective July 1, 2024.

3. Job descriptions: Community Development Coordinator, Contract Maintenance Coordinator, DRAFT Emergency Services Officer, and Senior Utility Billing Coordinator. 973
ATTACHMENT 1
RESOLUTION NO. 24-94

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF SAN CLEMENTE, CALIFORNIA, ADOPTING

REVISED SALARY SCHEDULE AND NEW

CLASSIFICATIONS AND AMENDING RESOLUTION
NO. 24-22 AND ANY OTHER RESOLUTIONS IN

CONFLICT THEREWITH
WHEREAS, Section 37206 of the Government Code requires the City Council to prescribe the time and method of paying salaries and wages of officers and employees of the City; and
WHEREAS, the City Council is authorized and directed under the provisions of its adopted Personnel Rules and Regulations to prepare the compensation schedules covering all classes of positions in the competitive service; and WHEREAS, the City has compiled the salary schedule to comply with California Public Employers’ Retirement System (CalPERS) requirements for Publicly Available Pay Schedules; and
WHEREAS, as part of the City’s budget adoption process, various staffing changes have been incorporated into the adopted FY 2024-25 and FY 2025-26 budget.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby resolve as follows:

Section 1. The foregoing recitals are true and correct and incorporated herein.

Section 2. Resolution No. 24-22 is hereby amended to make the following classification changes in various City Departments:
 Community Development – reclassify one Administrative Assistant (1.0 FTE) to Community Development Coordinator (1.0 FTE) at range 49 and approved the job description as presented to the City Council on June 18, 2024; add one Senior Park Ranger (1.0 FTE) in FY 2024-25 and add one Senior Park Ranger (1.0 FTE) in FY 2025-26; eliminate the Economic Development Officer (1.0 FTE); add one Associate Planner I (1.0 FTE); and reclassify one Senior Planner (1.0 FTE) to Principal Planner (1.0 FTE).
 Finance and Administrative Services – reclassify one Utility Billing Specialist II (1.0 FTE) to Senior Utility Billing Specialist (1.0 FTE) at range 45 and approve the job description as presented to the City Council on June 18, 2024; reclassify one Senior Accounting Specialist (1.0 FTE) to Accountant (1.0 FTE); reclassify the Human Resources Specialist (1.0 FTE) to Human Resources Analyst I (1.0 FTE); and reclassify the Office Specialist II, benefited part-time (.5 FTE) to Human Resources Specialist, benefited part-time (.5 FTE).
974
Resolution No. 24-94 Page 2
 Public Safety – create the classification of Emergency Services Officer (1.0 FTE) at range 62, designate the position as Mid-Management and approve the DRAFT job description as presented to the City Council on June 18, 2024.  Public Works – add one Associate Civil Engineer (1.0 FTE); eliminate one Office Specialist II (1.0 FTE); reclassify one Associate Civil Engineer (1.0 FTE) to Senior Civil Engineer (1.0 FTE); regrade the Contract Maintenance Coordinator (1.0 FTE) to range 54; and retitle the Maintenance Inspection Coordinator (1.0 FTE) to Contract Maintenance Coordinator (1.0 FTE) and approve the job description as presented to the City Council on June 18, 2024.
 Eliminate the following classification:
o Utility Billing Coordinator
o Senior Administrative Assistant (NC)
Section 3. The amended and restated Benefitted Employees salary schedule presented to the City Council on June 18, 2024 is hereby approved effective July 1, 2024.

Section 4. Any resolutions in conflict with the provisions of this resolution are hereby amended to be consistent with the provisions hereof.

Section 5. The City Clerk shall certify to the passage and adoption of this resolution and enter it into book of original resolutions.

PASSED AND ADOPTED this _____ day of ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California
975
Resolution No. 24-94 Page 3

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 24-94 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

2.5% Between Ranges, 5.0% Between Steps (M) Mid-Management Adopted 6/18/2024; Effective 7/1/2024 (NC) Non-Confidential Revision Date: 6/18/24
Range Pay Entry Maximum
Number Title Period Step A Step B Step C Step D Step E
20 Golf Course Groundskeeper I Hourly $17.37 $18.24 $19.16 $20.11 $21.12 Monthly $3,011.54 $3,162.11 $3,320.22 $3,486.23 $3,660.54 21 Hourly $17.80 $18.69 $19.62 $20.60 $21.63
Monthly $3,084.99 $3,239.24 $3,401.20 $3,571.26 $3,749.82 22 Hourly $18.24 $19.16 $20.11 $21.12 $22.17
Monthly $3,162.11 $3,320.22 $3,486.23 $3,660.54 $3,843.57 23 Hourly $18.69 $19.62 $20.60 $21.63 $22.72
Monthly $3,239.24 $3,401.20 $3,571.26 $3,749.82 $3,937.31 24 Golf Course Groundskeeper II Hourly $19.16 $20.11 $21.12 $22.17 $23.28 Monthly $3,320.22 $3,486.23 $3,660.54 $3,843.57 $4,035.75 25 Hourly $19.62 $20.60 $21.63 $22.72 $23.85
Monthly $3,401.20 $3,571.26 $3,749.82 $3,937.31 $4,134.18 26 Hourly $20.11 $21.12 $22.17 $23.28 $24.45
Monthly $3,486.23 $3,660.54 $3,843.57 $4,035.75 $4,237.53 27 Hourly $20.60 $21.63 $22.72 $23.85 $25.04
Monthly $3,571.26 $3,749.82 $3,937.31 $4,134.18 $4,340.89 28 Hourly $21.12 $22.17 $23.28 $24.45 $25.67
Monthly $3,660.54 $3,843.57 $4,035.75 $4,237.53 $4,449.41 29 Customer Service Specialist I Hourly $21.63 $22.72 $23.85 $25.04 $26.30 Office Specialist I Monthly $3,749.82 $3,937.31 $4,134.18 $4,340.89 $4,557.93 30 Hourly $22.17 $23.28 $24.45 $25.67 $26.95
Monthly $3,843.57 $4,035.75 $4,237.53 $4,449.41 $4,671.88 31 Hourly $22.72 $23.85 $25.04 $26.30 $27.61
Monthly $3,937.31 $4,134.18 $4,340.89 $4,557.93 $4,785.83 32 Hourly $23.28 $24.45 $25.67 $26.95 $28.30
Monthly $4,035.75 $4,237.53 $4,449.41 $4,671.88 $4,905.47 33 Recreation Specialist Hourly $23.85 $25.04 $26.30 $27.61 $28.99 Senior Park Ranger Monthly $4,134.18 $4,340.89 $4,557.93 $4,785.83 $5,025.12 34 Hourly $24.45 $25.67 $26.95 $28.30 $29.72
Monthly $4,237.53 $4,449.41 $4,671.88 $4,905.47 $5,150.75

Page 1 of 7 ends

Attachment 2
977
City of San Clemente (C) Confidential
Salary Schedule - Benefited Positions (E) Executive

2.5% Between Ranges, 5.0% Between Steps (M) Mid-Management Adopted 6/18/2024; Effective 7/1/2024 (NC) Non-Confidential Revision Date: 6/18/24
Range Pay Entry Maximum
Number Title Period Step A Step B Step C Step D Step E
35 Customer Service Specialist II Hourly $25.04 $26.30 $27.61 $28.99 $30.44 Office Specialist II Monthly $4,340.89 $4,557.93 $4,785.83 $5,025.12 $5,276.38 36 Hourly $25.67 $26.95 $28.30 $29.72 $31.20
Monthly $4,449.41 $4,671.88 $4,905.47 $5,150.75 $5,408.29 37 Accounting Specialist I Hourly $26.30 $27.61 $28.99 $30.44 $31.96 Golf Course Maintenance Worker Monthly $4,557.93 $4,785.83 $5,025.12 $5,276.38 $5,540.19 Maintenance Worker I
Senior Customer Service Specialist
Senior Office Specialist
Utility Billing Specialist I
38 Hourly $26.95 $28.30 $29.72 $31.20 $32.76
Monthly $4,671.88 $4,905.47 $5,150.75 $5,408.29 $5,678.70 39 Hourly $27.61 $28.99 $30.44 $31.96 $33.56
Monthly $4,785.83 $5,025.12 $5,276.38 $5,540.19 $5,817.20 40 Facilities Maintenance Technician Hourly $28.30 $29.72 $31.20 $32.76 $34.40 Maintenance Worker II Monthly $4,905.47 $5,150.75 $5,408.29 $5,678.70 $5,962.63 41 Accounting Specialist II Hourly $28.99 $30.44 $31.96 $33.56 $35.24 Business License Specialist Monthly $5,025.12 $5,276.38 $5,540.19 $5,817.20 $6,108.06 Utility Billing Specialist II
42 Administrative Assistant Hourly $29.72 $31.20 $32.76 $34.40 $36.12 Park Ranger Supervisor Monthly $5,150.75 $5,408.29 $5,678.70 $5,962.63 $6,260.77 43 Electrician I Hourly $30.44 $31.96 $33.56 $35.24 $37.00 Golf Course Maintenance Leadworker Monthly $5,276.38 $5,540.19 $5,817.20 $6,108.06 $6,413.47 Permit Technician
44 Code Compliance Technician Hourly $31.20 $32.76 $34.40 $36.12 $37.93 Monthly $5,408.29 $5,678.70 $5,962.63 $6,260.77 $6,573.80 45 Facilities Maintenance Specialist I Hourly $31.96 $33.56 $35.24 $37.00 $38.85 Golf Course Mechanic Monthly $5,540.19 $5,817.20 $6,108.06 $6,413.47 $6,734.14 Maintenance Leadworker
Planning Technician
Recreation Coordinator
Senior Accounting Specialist
Senior Utility Billing Specialist

Page 2 of 7 ends

978
City of San Clemente (C) Confidential
Salary Schedule - Benefited Positions (E) Executive

2.5% Between Ranges, 5.0% Between Steps (M) Mid-Management Adopted 6/18/2024; Effective 7/1/2024 (NC) Non-Confidential Revision Date: 6/18/24
Range Pay Entry Maximum
Number Title Period Step A Step B Step C Step D Step E
46 Human Resources Specialist (C) Hourly $32.76 $34.40 $36.12 $37.93 $39.82 Maintenance Contract Inspector Monthly $5,678.70 $5,962.63 $6,260.77 $6,573.80 $6,902.49 47 Community Outreach Worker Hourly $33.56 $35.24 $37.00 $38.85 $40.79 Collection Systems Operator I Monthly $5,817.20 $6,108.06 $6,413.47 $6,734.14 $7,070.85 Distribution Operator I
Environmental Services Coordinator
Facilities Maintenance Specialist II
Utilities Mechanic I
48 Engineering Technician Hourly $34.40 $36.12 $37.93 $39.82 $41.81 Records Management Coordinator Monthly $5,962.63 $6,260.77 $6,573.80 $6,902.49 $7,247.62 Senior Permit Technician
49 Code Compliance Officer Hourly $35.24 $37.00 $38.85 $40.79 $42.83 Community Development Coordinator Monthly $6,108.06 $6,413.47 $6,734.14 $7,070.85 $7,424.39 Electrician II
Senior Administrative Assistant (C)
50 Assistant Planner Hourly $36.12 $37.93 $39.82 $41.81 $43.90 Collection Systems Operator II Monthly $6,260.77 $6,573.80 $6,902.49 $7,247.62 $7,610.00 Distribution Operator II
Electrical Instrumentation Technician I
Utilities Mechanic II
Senior Facilities Maintenance Specialist
51 Building Inspector I Hourly $37.00 $38.85 $40.79 $42.83 $44.97 Monthly $6,413.47 $6,734.14 $7,070.85 $7,424.39 $7,795.61 52 Information Technology Analyst I Hourly $37.93 $39.82 $41.81 $43.90 $46.10 Marine Safety Officer Monthly $6,573.80 $6,902.49 $7,247.62 $7,610.00 $7,990.50 Recreation Supervisor
Senior Engineering Technician
53 Construction Inspector Hourly $38.85 $40.79 $42.83 $44.97 $47.22 Deputy City Clerk Monthly $6,734.14 $7,070.85 $7,424.39 $7,795.61 $8,185.39 54 Contract Maintenance Coordinator Hourly $39.82 $41.81 $43.90 $46.10 $48.40 Electrical Coordinator Monthly $6,902.49 $7,247.62 $7,610.00 $7,990.50 $8,390.03 Facilities Maintenance Coordinator
Human Resources Analyst I (C)
Lead Operator

Page 3 of 7 ends

979
City of San Clemente (C) Confidential
Salary Schedule - Benefited Positions (E) Executive

2.5% Between Ranges, 5.0% Between Steps (M) Mid-Management Adopted 6/18/2024; Effective 7/1/2024 (NC) Non-Confidential Revision Date: 6/18/24
Range Pay Entry Maximum
Number Title Period Step A Step B Step C Step D Step E
55 Accountant Hourly $40.79 $42.83 $44.97 $47.22 $49.58 Aquatics Supervisor Monthly $7,070.85 $7,424.39 $7,795.61 $8,185.39 $8,594.66 Associate Planner I
Building Inspector II
Electrical Instrumentation Technician II
Executive Analyst (C)
Management Analyst I
Public Information Coordinator (C)
Regulatory Compliance Analyst
System Operator
Water Conservation Analyst
56 Revenue Supervisor Hourly $41.81 $43.90 $46.10 $48.40 $50.82 Senior Code Compliance Officer Monthly $7,247.62 $7,610.00 $7,990.50 $8,390.03 $8,809.53 57 Associate Planner II Hourly $42.83 $44.97 $47.22 $49.58 $52.06 GIS Coordinator Monthly $7,424.39 $7,795.61 $8,185.39 $8,594.66 $9,024.39 Information Technology Analyst II
Plant Operator III
Systems Applications Analyst
58 Lead Electrical Instrumentation Technician Hourly $43.90 $46.10 $48.40 $50.82 $53.37 Marine Safety Lieutenant Monthly $7,610.00 $7,990.50 $8,390.03 $8,809.53 $9,250.00 Plans Examiner I
59 Environmental Programs Analyst (M) Hourly $44.97 $47.22 $49.58 $52.06 $54.67 Human Resources Analyst II (C) Monthly $7,795.61 $8,185.39 $8,594.66 $9,024.39 $9,475.61 Lead Project Planner
Management Analyst II
Senior Construction Inspector
60 CMMS Coordinator Hourly $46.10 $48.40 $50.82 $53.37 $56.03 Monthly $7,990.50 $8,390.03 $8,809.53 $9,250.00 $9,712.50 61 Chief Operator Hourly $47.22 $49.58 $52.06 $54.67 $57.40 Chief Operator Water Reclamation Monthly $8,185.39 $8,594.66 $9,024.39 $9,475.61 $9,949.39 Chief Operator Water Systems
Laboratory Coordinator
Senior Building Inspector
Senior IT Analyst
Utilities Chief Mechanic

Page 4 of 7 ends

980
City of San Clemente (C) Confidential
Salary Schedule - Benefited Positions (E) Executive

2.5% Between Ranges, 5.0% Between Steps (M) Mid-Management Adopted 6/18/2024; Effective 7/1/2024 (NC) Non-Confidential Revision Date: 6/18/24
Range Pay Entry Maximum
Number Title Period Step A Step B Step C Step D Step E
62 Assistant Engineer Hourly $48.40 $50.82 $53.37 $56.03 $58.84 Emergency Services Officer (M) Monthly $8,390.03 $8,809.53 $9,250.00 $9,712.50 $10,198.13 Golf Course Manager (M)
Maintenance Operations Supervisor (M)
Plans Examiner II
SCADA Specialist
Senior Planner (M)
63 Senior Management Analyst Hourly $49.58 $52.06 $54.67 $57.40 $60.27 Monthly $8,594.66 $9,024.39 $9,475.61 $9,949.39 $10,446.86 64 Accounting Supervisor (M) Hourly $50.82 $53.37 $56.03 $58.84 $61.78 Associate Civil Engineer (M) Monthly $8,809.53 $9,250.00 $9,712.50 $10,198.13 $10,708.03 65 Hourly $52.06 $54.67 $57.40 $60.27 $63.28
Monthly $9,024.39 $9,475.61 $9,949.39 $10,446.86 $10,969.21 66 Code Compliance Manager (M) Hourly $53.37 $56.03 $58.84 $61.78 $64.87 Marine Safety Captain (M) Monthly $9,250.00 $9,712.50 $10,198.13 $10,708.03 $11,243.44 Senior Plans Examiner (M)
67 Principal Management Analyst (M) Hourly $54.67 $57.40 $60.27 $63.28 $66.45 Risk Management/Human Resources Officer (M) Monthly $9,475.61 $9,949.39 $10,446.86 $10,969.21 $11,517.67 68 Coastal Administrator (M) Hourly $56.03 $58.84 $61.78 $64.87 $68.11 Principal Planner (M) Monthly $9,712.50 $10,198.13 $10,708.03 $11,243.44 $11,805.61 Recreation Manager (M)
Senior Civil Engineer (M)
69 Hourly $57.40 $60.27 $63.28 $66.45 $69.77
Monthly $9,949.39 $10,446.86 $10,969.21 $11,517.67 $12,093.55 70 Hourly $58.84 $61.78 $64.87 $68.11 $71.51
Monthly $10,198.13 $10,708.03 $11,243.44 $11,805.61 $12,395.89 71 Marine Safety Chief (M) Hourly $60.27 $63.28 $66.45 $69.77 $73.26 Monthly $10,446.86 $10,969.21 $11,517.67 $12,093.55 $12,698.23 72 Legislative Administrator (M) Hourly $61.78 $64.87 $68.11 $71.51 $75.09 Maintenance Manager (M) Monthly $10,708.03 $11,243.44 $11,805.61 $12,395.89 $13,015.68 Utilities Superintendent Water Operations (M)
Utilities Superintendent Collections & Maint (M)
Utilities Superintendent Environmental Ops (M)

Page 5 of 7 ends

981
City of San Clemente (C) Confidential
Salary Schedule - Benefited Positions (E) Executive

2.5% Between Ranges, 5.0% Between Steps (M) Mid-Management Adopted 6/18/2024; Effective 7/1/2024 (NC) Non-Confidential Revision Date: 6/18/24
Range Pay Entry Maximum
Number Title Period Step A Step B Step C Step D Step E
73 Principal Civil Engineer (M) Hourly $63.28 $66.45 $69.77 $73.26 $76.92 Monthly $10,969.21 $11,517.67 $12,093.55 $12,698.23 $13,333.14 74 Hourly $64.87 $68.11 $71.51 $75.09 $78.85
Monthly $11,243.44 $11,805.61 $12,395.89 $13,015.68 $13,666.47 75 Assistant City Engineer (M) Hourly $66.45 $69.77 $73.26 $76.92 $80.77 Building Official (M) Monthly $11,517.67 $12,093.55 $12,698.23 $13,333.14 $13,999.80 City Planner (M)
Information Technology Manager (M)
76 Hourly $68.11 $71.51 $75.09 $78.85 $82.79
Monthly $11,805.61 $12,395.89 $13,015.68 $13,666.47 $14,349.79 77 Deputy Community Development Director (M) Hourly $69.77 $73.26 $76.92 $80.77 $84.81 Finance Manager (M) Monthly $12,093.55 $12,698.23 $13,333.14 $13,999.80 $14,699.79 Human Resources Manager (M)
78 Hourly $71.51 $75.09 $78.85 $82.79 $86.93
Monthly $12,395.89 $13,015.68 $13,666.47 $14,349.79 $15,067.28 79 Deputy Public Works Director (M) Hourly $73.26 $76.92 $80.77 $84.81 $89.05 Utilities Manager (M) Monthly $12,698.23 $13,333.14 $13,999.80 $14,699.79 $15,434.78 80 Hourly $75.09 $78.85 $82.79 $86.93 $91.27
Monthly $13,015.68 $13,666.47 $14,349.79 $15,067.28 $15,820.64 81 Hourly $76.92 $80.77 $84.81 $89.05 $93.50
Monthly $13,333.14 $13,999.80 $14,699.79 $15,434.78 $16,206.51 82 Hourly $78.85 $82.79 $86.93 $91.27 $95.84
Monthly $13,666.47 $14,349.79 $15,067.28 $15,820.64 $16,611.68 83 Beaches Parks and Recreation Director (E) Hourly $80.77 $84.81 $89.05 $93.50 $98.17 Monthly $13,999.80 $14,699.79 $15,434.78 $16,206.51 $17,016.84 84 Hourly $82.79 $86.93 $91.27 $95.84 $100.63
Monthly $14,349.79 $15,067.28 $15,820.64 $16,611.68 $17,442.26 85 Hourly $84.81 $89.05 $93.50 $98.17 $103.08
Monthly $14,699.79 $15,434.78 $16,206.51 $17,016.84 $17,867.68 86 Administrative Services Director (E) Hourly $86.93 $91.27 $95.84 $100.63 $105.66 Community Development Director (E) Monthly $15,067.28 $15,820.64 $16,611.68 $17,442.26 $18,314.37

Page 6 of 7 ends

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City of San Clemente (C) Confidential
Salary Schedule - Benefited Positions (E) Executive

2.5% Between Ranges, 5.0% Between Steps (M) Mid-Management Adopted 6/18/2024; Effective 7/1/2024 (NC) Non-Confidential Revision Date: 6/18/24
Range Pay Entry Maximum
Number Title Period Step A Step B Step C Step D Step E
87 Hourly $89.05 $93.50 $98.17 $103.08 $108.24
Monthly $15,434.78 $16,206.51 $17,016.84 $17,867.68 $18,761.07 88 Public Works Director / City Engineer (E) Hourly $91.27 $95.84 $100.63 $105.66 $110.94 Monthly $15,820.64 $16,611.68 $17,442.26 $18,314.37 $19,230.09 89 Hourly $93.50 $98.17 $103.08 $108.24 $113.65
Monthly $16,206.51 $17,016.84 $17,867.68 $18,761.07 $19,699.12 90 Hourly $95.84 $100.63 $105.66 $110.94 $116.49
Monthly $16,611.68 $17,442.26 $18,314.37 $19,230.09 $20,191.60 91 Hourly $98.17 $103.08 $108.24 $113.65 $119.33
Monthly $17,016.84 $17,867.68 $18,761.07 $19,699.12 $20,684.07 92 Chief Adminstrative Officer/ACM(E) Hourly $100.63 $105.66 $110.94 $116.49 $122.31 Monthly $17,442.26 $18,314.37 $19,230.09 $20,191.60 $21,201.18 93 Hourly $103.08 $108.24 $113.65 $119.33 $125.30
Monthly $17,867.68 $18,761.07 $19,699.12 $20,684.07 $21,718.28 94 Hourly $105.66 $110.94 $116.49 $122.31 $128.43
Monthly $18,314.37 $19,230.09 $20,191.60 $21,201.18 $22,261.24 95 Hourly $108.24 $113.65 $119.33 $125.30 $131.56
Monthly $18,761.07 $19,699.12 $20,684.07 $21,718.28 $22,804.19 96 Hourly $110.94 $116.49 $122.31 $128.43 $134.85
Monthly $19,230.09 $20,191.60 $21,201.18 $22,261.24 $23,374.30 97 Hourly $113.65 $119.33 $125.30 $131.56 $138.14
Monthly $19,699.12 $20,684.07 $21,718.28 $22,804.19 $23,944.40 98 Hourly $116.49 $122.31 $128.43 $134.85 $141.59
Monthly $20,191.60 $21,201.18 $22,261.24 $23,374.30 $24,543.01 99 City Manager (E) Hourly $119.33 $125.30 $131.56 $138.14 $145.05 Monthly $20,684.07 $21,718.28 $22,804.19 $23,944.40 $25,141.62 100 Hourly $122.31 $128.43 $134.85 $141.59 $148.67
Monthly $21,201.18 $22,261.24 $23,374.30 $24,543.01 $25,770.16

Page 7 of 7 ends

983
1 Salary Group: General
New: 06-18-2024

CITY OF SAN CLEMENTE

COMMUNITY DEVELOPMENT COORDINATOR
Class specifications are intended to present a descriptive list of the range of duties performed by employees in the class.

Specifications are not intended to reflect all duties performed within the job.

DEFINITION
Under general supervision, this single position classification works independently to provide a wide variety of responsible and advanced administrative support to the office and programs of the Community Development Department; provide information and assistance to the public regarding departmental policies and procedures; serve as a staff liaison to other Departments and City Commissions and/or Committees as assigned; and support the Community Development Director with economic development coordination, social services program support, and special projects or other assigned duties.

ESSENTIAL FUNCTION STATEMENTS
Essential and other important functions may include, but are not limited to, the following:

Essential Functions:
• Exercise technical and functional supervision over administrative staff where assigned. • Serve as staff liaison to City Commissions and Committees as assigned and provide administrative support.
• Provide administrative support for economic development coordination; serve as the staff liaison with the Chamber of Commerce and Downtown Business Association. • Participate in special projects including complex research of new programs and services, budget analysis and preparation, and feasibility analyses; prepare and present reports. • Coordinate media relations activities; prepare press releases, flyers, pamphlets, brochures, and related material; respond to questions from media representatives; confer with the assigned Department Head, as appropriate. Read, research, and prepare materials for meetings, special projects, presentations, and reports.
• Maintain a calendar of activities, meetings and various events for assigned Department Head; coordinate travel arrangements.
• Prepare agenda; assemble meeting information packets; take and transcribe minutes. • Research, anticipate, and prioritize equipment and supply purchases; maintain supply inventory records; participate in and monitor administrative budget. • Type and proofread a wide variety of reports, letters, memoranda, manuals, performance evaluations, and statistical charts; type from rough draft or verbal instruction; take and transcribe dictation; may independently compose correspondence related to assigned responsibilities.

ATTACHMENT 3
984
2 Salary Group: General
New: 06-18-2024
• Monitor and administer a variety of assigned programs; oversee and assist with assigned administrative support functions including the budget.
• Provide administrative support for the Community Development Block Grant Program (CDBG). • Train and review work of less experienced administrative staff; plan, organize, and schedule priorities of office support functions and activities for department. • Resolve complaints and inquiries from the general public; review problems and recommend corrective actions; prepare summary reports as required. • Order and maintain office supplies and equipment; track department’s monthly expenditures; submit budget recommendations for office supplies; may oversee maintenance contracts for office equipment.
• Coordinate with departments, divisions, and outside agencies; serve as liaison with public, city staff, City Council members, and private organizations and community groups. • Initiate and maintain filing system for department/division; scan documents. • Coordinate and track the scanning of documents as a part of the department document imaging and retrieval process.
• Operate a variety of office equipment including copiers, facsimile machine and computer; input and retrieve data and text; organize and maintain disk storage and filing. • Assist in a variety of department/division operations; perform special projects and assignments as requested.
• Screen, sort and distribute mail and facsimiles; respond to routine correspondence. • Perform related work as required.

QUALIFICATIONS
Knowledge of:

Basic organization and function of public agencies
Project coordination and implementation procedures.

Proper English spelling, grammar, punctuation, and diction.

Business letter writing and report preparation techniques.

Records management principles and practices.

Supervision, and training methods and principles.

Modern office practices, procedures, and equipment.

Customer service practices.

Word processing, spreadsheet, and presentation software applications.

Basic math and statistical methods.

Budgeting procedures.
985
3 Salary Group: General
New: 06-18-2024
Ability to:

Plan, organize, and prioritize calendars, schedules, documents, and related information.

Organize and delegate tasks to meet deadlines.

Operate modern office equipment including Dictaphone, telephone, computer, copier, facsimile machine, calculator, and printer.

Interpret, explain and enforce Department policies and procedures.

Research and analyze information and interpret various correspondence to prepare reports and resolve customer problems.

Perform responsible and difficult secretarial work involving the use of independent judgment and personal initiative.

Conduct research on a variety of administrative topics
Analyze, interpret, summarize and present administrative and technical information and data in an effective manner.

Learn to understand the organization and operation of the City and of outside agencies as necessary to assume assigned responsibilities.

Independently prepare correspondence and memoranda.

Take and transcribe dictation, if required by assigned position, at a speed necessary for successful job performance.

Type at a speed necessary for successful job performance.

Work independently in the absence of supervision.

Understand and follow oral and written instructions.

Maintain confidential records and reports.

Communicate clearly and concisely, both orally and in writing.

Evaluate and develop improvements in operations, procedures, policies and methods.

Experience and Education/Training Guidelines
Any combination of experience and training that would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities would be:

Experience:

Four years of increasingly responsible administrative experience including experience with municipal public administration, community relations, or government advisory bodies.

Education/Training:

Equivalent to the completion of the twelfth grade. College level course work in business administration, public administration, social sciences, or a related field is highly desirable.

Licenses or Certificates:

Possession of, or ability to obtain, a valid Class C California Driver’s License within 6 months.

Special Requirements:

May be required to work during irregular business hours, such as evenings, weekends, and holidays.

Travel is required when attending meetings or events outside of city limits. 986
4 Salary Group: General
New: 06-18-2024

WORKING CONDITIONS
Work Environment:

The primary work environment takes place indoors within an office. Travel to locations within and outside of the San Clemente area may be required.

Physical Requirements:
• Work is performed in an indoor office environment, requiring extensive sitting or standing for prolonged periods of time
• Work involves occasional walking, reaching, stooping, kneeling, and bending. • Moderate lifting, carrying, pushing, and/or pulling of items of moderate weight. • Manual dexterity to operate a computer keyboard and other office equipment, handle files and documents
• Hearing and speaking to exchange information in person or on the telephone • Visual acuity to see/read documents and computer screen. 987
Salary Group: General Page 1 of 4
Updated: 06-18-2024
Previous update: 06-20-2001

CITY OF SAN CLEMENTE

CONTRACT MAINTENANCE COORDINATOR
Class specifications are intended to present a descriptive list of the range of duties performed by employees in the class. Specifications are not intended to reflect all duties performed within the job.

DEFINITION
Under general supervisor, coordinate, assign, evaluate and inspect the work of outside contractors and City staff involved in the maintenance of City parks, beaches, trails, streetscapes, other government maintained landscapes and facilities, street sweeping, street maintenance, traffic striping and painting, traffic signage, parking meters, and related maintenance services to ensure they are maintained in proper manner; to perform skilled and semi-skilled maintenance work, and to lead and schedule City staff assigned to the Division.

ESSENTIAL FUNCTION STATEMENTS
Essential and other important functions may include, but are not limited to, the following:

Essential Functions:
• Administer maintenance contracts; oversee contractor work for adherence with contract regulations and binding agreements concerning use of labor and materials and the types and quality of service rendered, as well as conformance with Federal, State and City Codes and health and safety requirements.
• Lead and supervise the work of city maintenance employees responsible for the maintenance of parks, beaches, trails, streetscapes, street sweeping, street maintenance, traffic painting, striping and traffic sign installation, and parking meter operations. • Lead, inspect, monitor, assign, and coordinate the work of contractors; make recommendations to the Maintenance Operations Supervisor as necessary.
• Maintain records on contractor’s performance.
• Establish work schedules, evaluate maintenance methods, and identify work needs and priorities. • Prepare work specifications and cost estimates, and order equipment and supplies as needed. • Oversee the programming, monitoring, and operation of the city’s centralized irrigation systems, troubleshoot operational problems and errors, make adjustments and repairs as needed. • Coordinate the design and implementation of certain Public Works projects in cooperation with private representatives and track the attainment of required permits, approvals, and documentation.
988
Salary Group: General Page 2 of 4
Updated: 06-18-2024
Previous update: 06-20-2001
• Review and initially approve the payment of bills for contractual work; prepare invoices and forward same to appropriate management staff for final approval of payment. Monitor actual costs charged.
• Coordinate the work of maintenance personnel for particular assignments; advise supervisory and management personnel regarding the status of field operations and problems. • Perform various skilled and semi-skilled maintenance activities related to sign maintenance, operation of backhoes, tractors, loaders, dump trucks, forklifts, street sweepers, and a variety of hand and power tools, as needed.
• Respond to, investigate, and resolve difficult and sensitive citizen inquires and complaints. • Prepare maintenance workorders; write correspondence and memos; maintain records associated with maintenance activities and contractor performance. • Coordinate the design and implementation of construction and maintenance projects for specific Maintenance Operations Division projects.
• Perform a variety of record keeping functions; prepare correspondence, memos and related documents for the Division as well as for City Council when required. • Participate in and review the work of assigned employees for accuracy, proper work, methods, techniques and compliance with applicable standards and specifications. • Represent the Division at Committee or Task Force meetings and attend Council meetings as directed.
• Ensure the adherence to safe work practices and procedures. • Work in coordination with the Maintenance Division to provide support for special events. • Provide input to the Maintenance Operations Supervisor for employee evaluations and other employee-related matters.
• Assist in the preparation and administration of the Division's annual fiscal budget. • Perform general maintenance, light carpentry, remove graffiti, and install signs as appropriate. • Perform related work as required.

QUALIFICATIONS
Knowledge of:

Principals, procedures, specifications and regulations regarding regulatory signage and street striping.

Principles and practices of parks, beaches, trails, and facilities maintenance.

Principles and procedures of contract administration.

Methods and techniques of general construction, maintenance and repair related to the area of work assigned, such as horticulture, landscaping, irrigation, street sweeping, street maintenance, street striping, traffic sign installation, maintenance and repair, parking meter operations, data support activities, and other services.

Operational characteristics of mechanical equipment and tools used in the area of work assigned. 989
Salary Group: General Page 3 of 4
Updated: 06-18-2024
Previous update: 06-20-2001
Principles and procedures of record keeping and reporting.

Modern office procedures, methods and use of computer equipment and databases.

Pertinent health and safety rules and regulations governing use of equipment in the maintenance and repair of parks, beaches, trails, and facilities and performance of other maintenance services.

Equipment used in the maintenance and repair of parking meters.

Effective Lead worker techniques.

Ability to:

Develop, review, administer, and audit contracts relating to the maintenance of City parks, beaches, trails, streetscapes, streets, and related City services and facilities.

Interpret and explain City contract policies and procedures.

Oversee and direct the work of assigned contract staff and lower-level staff.

Perform skilled maintenance, construction and repair work in the area of work assigned.

Operate a variety of mechanical equipment in a safe and effective manner.

Perform a variety of manual tasks for extended periods of time and in inclement weather conditions.

Respond to requests and inquiries from the general public.

Communicate effectively both orally and in writing.

Establish and maintain effective working relationships with those contacted in the course of work.

Maintain mental capacity which allows the capability of making sound decisions and demonstrating intellectual capabilities.

Maintain effective audio/visual discrimination and perception to the degree necessary for the successful performance of assigned duties.

Experience:

Three years of increasingly responsible experience in parks, beaches, trails, streetscape, and landscape maintenance or in streets, street sweeping, traffic striping and painting, and traffic signage, or other related maintenance services, including one year of lead or supervisory experience.

Education/Training:

Equivalent to the completion of the twelfth grade, supplemented by specialized technical training, coursework, or certification in contract administration, landscape maintenance, traffic sign maintenance or a related field.

Licenses or Certificates:

Possession of, or ability to obtain, an appropriate, valid California Driver License by the time of appointment.
990
Salary Group: General Page 4 of 4
Updated: 06-18-2024
Previous update: 06-20-2001
Possession of, or ability to obtain within twelve (12) months, a Playground Safety Inspector Certificate (when assigned to beaches, parks, trails, and streetscapes) Possession of, or ability to obtain within twelve (12) months, a valid California Qualified Applicators Certificate (when assigned to beaches, parks, trails, and streetscapes) Special Requirements:

Required to participate in after hours, weekend, and holiday On-Call duty.

Respond to emergencies as required.

WORKING CONDITIONS
Work Environment:

The work environment takes place within indoor settings and outdoors in the field. Work requires travel from site to site; exposure to noise, dust, traffic and other elements; work in inclement weather conditions; work at heights on scaffolding, ladders, work equipment, and high voltage systems for specific assignments; work in confined spaces, on slippery or uneven surfaces; and work around construction and maintenance equipment.

Physical Requirements:
• Employees in this class perform physical and manual labor which involve walking, standing, bending, kneeling, heavy lifting, or crouching for constant and prolonged periods of time. • Incumbents may be required to lift, move, and carry office furniture and other items of moderate to heavy weight, with assistance from others or moving equipment. • Incumbents are required to operate motorized equipment and vehicles. • Manual dexterity to operate a computer keyboard and other office equipment. • Hearing and speaking to exchange information in person or on the telephone. • Visual acuity to see/read documents, plans, specifications, blueprints, schematics, and computer screen.
991

Page 1 of 3 ends

Salary Group: Mid-Management
New: 6-18-2024

CITY OF SAN CLEMENTE

EMERGENCY SERVICES OFFICER
Class specifications are intended to present a descriptive list of the range of duties performed by employees in the class. Specifications are not intended to reflect all duties performed within the job.

DEFINITION
Under direction from assigned management staff, review, maintain and communicate the City's response plan for major public emergencies; to prepare and present public safety training programs; to train City personnel as Emergency Workers in the City Emergency Operations Center and to perform a variety of technical tasks relative to assigned area of responsibility.

ESSENTIAL FUNCTION STATEMENTS
Essential and other important functions may include, but are not limited to, the following:

Essential Functions:
• Plan, review, and update the City's hazard mitigation plan, emergency response plan, emergency recovery plan, and public information program for nuclear accidents, earthquakes and other emergencies and disasters; prepare the City's evacuation plan; coordinate emergency services and disaster planning activities.
• Develop and coordinate procedures and response guidelines with City departments and intergovernmental emergency planning representatives. • May exercise technical supervision over lower-level staff. • Recommend and assist in the implementation of goals and objectives; establish schedules and methods for providing emergency services programs; implement policies and procedures. • Organize, schedule, and implement emergency service activities and other related programs. • Develop and maintain an annual Program Budget
• Develop comprehensive emergency plans for the City; research and analyze City requirements for emergency services; create an action plan to respond to emergencies and hazardous situations. • Lead and participate in a variety of safety and emergency service planning committees; train City staff in the proper methods of safety and emergency procedures. • Maintain records and develop reports concerning new or ongoing programs and program effectiveness; maintain records for emergency services activities; maintain and file reports; prepare statistical reports as required.
• Prepare and present a variety of public safety programs for schools, service clubs, associations and community groups.
992

Page 2 of 3 ends

Salary Group: Mid-Management
New: 6-18-2024
• Compose press releases associated with emergency planning for distribution to appropriate news outlets.
• Compose periodic articles related to emergency planning. • Test emergency communications systems, alarms, and warning systems; report any malfunctions; ensure equipment is in proper working order.
• Monitor program compliance with laws, rules and regulations related emergency service programs. • Maintain awareness of new developments in the field of emergency services; incorporate new developments, as appropriate, into programs.
• Perform related work as required.

QUALIFICATIONS
Knowledge of:

Operations, services and activities of an emergency service program.

Principles and practices of program development and implementation.

Basic operations of nuclear power plants, and the effects of nuclear contamination and radiation.

Principles and procedures of disposing hazardous chemicals and wastes.

Recent developments, current literature and information related to emergency service programs.

Modern office equipment including computers.

Pertinent Federal, State, and local laws, codes and safety regulations.

Ability to:

Coordinate and direct emergency service programs suited to the community.

Recommend and implement goals and objectives for providing emergency service.

Elicit community and organizational support for emergency service programs.

Explain the nature and effects of environmental emergencies.

Develop and implement emergency planning guidelines and procedures.

Interpret and explain City policies and procedures.

Allocate resources in a cost effective manner.

Communicate clearly and concisely, both orally and in writing.

Establish and maintain effective working relationships with those contacted in the course of work.

Experience:

Three years of increasingly responsible program management and coordination experience related to emergency management systems and operations.
993

Page 3 of 3 ends

Salary Group: Mid-Management
New: 6-18-2024
Education/Training:

Possession of a bachelor’s degree from an accredited college or university with major coursework in public administration, business administration, or related field supplemented by specialized training or course work in emergency response planning.

Licenses or Certificates:

Possession of, or ability to obtain, a valid Class C California Driver’s License by the time of appointment.

Possession of, or ability to obtain a certification as an Emergency Manager by the International Association of Emergency Managers within one year of appointment.

Special Requirements:

May be required to work during irregular business hours, such as evenings, weekends, and holidays.

Respond to critical or emergency situations as required.

WORKING CONDITIONS
Work Environment:

The work environment for this job is primarily in an office environment and outdoors in the field on an occasional basis. The employee may be exposed to loud equipment noises, fumes, chemicals, and inclement weather conditions and emergency situations including fires.

Physical Requirements:
• Work is performed within indoor and outdoor environments, requiring extensive sitting, standing, and walking
• Moderate lifting, carrying, pushing, and/or pulling of equipment or other items • Stooping, kneeling, crouching, and/or crawling to access files • Manual dexterity to operate a computer keyboard and other office equipment, handle files and documents
• Hearing and speaking to exchange information in person or on the telephone • Visual acuity to see/read documents and computer screen 994
Salary Group: General Page 1 of 4
Updated: 06-18-2024
Previous update: 08-01-2008

CITY OF SAN CLEMENTE

SENIOR UTILITY BILLING SPECIALIST
Class specifications are intended to present a descriptive list of the range of duties performed by employees in the class. Specifications are not intended to reflect all duties performed within the job.

DEFINITION
Under general supervision, perform a variety of utility billing and cashiering functions, including receiving payments and issuing receipts and balancing and reconciling cash drawer; resolve customer complaints; support the daily operations of the Utility Billing Office; and independently perform a variety of functions related to assigned area of responsibility.

DISTINGUISHING CHARACTERISTICS
This is the advanced journey level classification within the Utility Billing Specialist series. Positions at this level are distinguished from other classes within the series by the level of responsibility assumed and the complexity of duties assigned. Employees perform the most difficult and responsible types of duties assigned to classes within this series including overseeing Cashiering duties and/or Utility Billing duties as assigned and responding to the more difficult and sensitive public complaints and inquiries. Incumbents in this class provide direction or technical supervision over lower-level staff, and is the primary contact to coordinate activities in their assigned area. Employees at this level are required to be fully trained in all procedures related to assigned area of responsibility.

ESSENTIAL FUNCTION STATEMENTS
Essential and other important functions may include, but are not limited to, the following:

Essential Functions:
• Assist customers by telephone, email and in person; explain policies and procedures in assigned area; respond to and resolve customer concerns and issues; compose correspondence related to Utility Billing.
• Exercise functional and technical supervision over lower-level staff. • Maintain a variety of files and records; ensure information is current and accurate; research and retrieve files, as necessary.
• Input data into and retrieve data from a computer; generate and prepare a variety of reports and documents related to Utility Billing; prepare custom/ad hoc data reports as required by assignment. • Open and close utility accounts; coordinate account adjustments, including payments plans, name changes and related adjustments; communicate the standards and processes of shut-offs, turn-ons and procedures related to water and sewer.
• Prepare and process work orders for activities such as new service connections, meter maintenance, pressure checks, leak investigations and termination of services; track and follow up on work orders as needed.
995
Salary Group: General Page 2 of 4
Updated: 06-18-2024
Previous update: 08-01-2008
• Coordinate services with outside vendors; order supplies and equipment for assigned area. • Review City policies and procedures for the assigned area of responsibility; submit recommended policy changes to supervisor; assist in development of desk procedures; coordinate training for the assigned area.
• Operate and evaluate specialized computer software and programs for the assigned area of responsibility; coordinate technical support and serve as a liaison between system users and information technology staff, vendors and service providers; assist in implementation or updates of any specialized computer software and programs for the assigned area of responsibility. • Perform Cashiering and/or Utility Billing duties by assignment as required. • Perform related work as required.

Cashiering Assignment:
• Receive and process payments; input data into the computer; operate the cash register; compute change and issue receipts; balance and reconcile cash drawer; count and verify cash and related reports; maintain accurate records.
• Review Departmental Cashier work; monitor and balance daily cash reports; correct and document audited records; prepare daily bank deposits.
• Oversee payment processing; post batched payment files; upload and download data from vendor portals; prepare data to be posted to receipt registers according to established accounting techniques and procedures.
• Issue parking permits; manage applications/registration for new parking permits, resolve parking inquiries, maintain records on permits issued.
• Operate and evaluate the City’s Cashiering system; coordinate training and technical support for system users; assist in implementation or updates of the City’s Cashiering system and other specialized computer software and programs for the assigned area of responsibility.

Utility Billing Assignment:
• Conduct the monthly meter reading process; ensure timely entry of meter readings; process data upload and download of meter readings from vendor portals; analyze meter reading input for accuracy; identify meter readings and meter inventory for maintenance or review; and coordinate with the Utilities Department as necessary to resolve issues; • Oversee the preparation of monthly billing statements; generate bills, penalties and late notices; audit individual statements for accuracy and confidence; upload and download billing files from vendor portals; review bill proofs and approve for printing and mailing; edit and verify the billing register.
• Process account adjustments, including billing adjustments, receipt adjustments, and related adjustments.
• Manage closed utility accounts; collect on past due balances; process write offs for collections and liens; process refunds for accounts closed with over payments or unused deposit funds. 996
Salary Group: General Page 3 of 4
Updated: 06-18-2024
Previous update: 08-01-2008

QUALIFICATIONS
Knowledge of:
• Operations, services, and activities of an assigned area of responsibility. • Customer service techniques.
• Basic accounting principles and practices.
• Record keeping methods and techniques.
• Cash handling techniques.
• Specialized computer software associated with the assigned area of responsibility. • Modern office procedures, methods and computer equipment. • Principles of mathematics.
• Pertinent federal, state and local laws, codes and ordinances.

Ability to:
• Maintain tactfulness and courtesy in high stress situations. • Perform mathematical calculations accurately and quickly. • Operate a computer.
• Interpret and explain City policies and procedures.
• Type at a speed necessary for successful job performance. • Communicate clearly and concisely, both orally and in writing. • Maintain effective relationships with those contacted in the course of work.

Experience:

Three years of increasingly responsible experience in Utility Billing.

Education/Training:

Equivalent to the completion of the twelfth grade.

Licenses or Certificates:

Possession of, or ability to obtain, an appropriate, valid California Driver License by the time of appointment.

WORKING CONDITIONS
Work Environment:

The primary work environment takes place indoors within an office. 997
Salary Group: General Page 4 of 4
Updated: 06-18-2024
Previous update: 08-01-2008
Physical Requirements:
• Work is performed in an indoor office environment, requiring extensive sitting or standing for prolonged periods of time.
• Work involves occasional walking, reaching, stooping, kneeling, and bending. • Moderate lifting, carrying, pushing, and/or pulling of items of moderate weight. • Manual dexterity to operate a computer keyboard and other office equipment, handle files and documents.
• Hearing and speaking to exchange information in person or on the telephone. • Visual acuity to see/read documents and computer screen. 998
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 18, 2024 Agenda Item: 11E.

Submitted By: Finance and Administrative Services
Prepared By: Brian Brower, Administrative Services Director Subject:
..titl e

CONSIDERATION OF AMENDMENTS TO REGULATORY AGREEMENTS AND

DECLARATION OF COVENANTS AND RESTRICTIONS, SUBORDINATIONS TO NEW TAX

EXEMPT BONDS, AND RESUBORDINATIONS RELATED TO EXISTING LOANS WITH

RESPECT TO THE MENDOCINO AT TALEGA I AND II APARTMENTS AFFORDABLE HOUSING PROJECT ..body
Fiscal Impact:

None. The City is not forgiving any of the current debt, and the Developer is not requesting any new funds in support of the proposed rehabilitation. The 55-year term of the original loan agreements will be preserved.

Summary:

For the past 20 years, Jamboree Housing Corporation (the Developer) has operated the Mendocino at Talega I and II Apartments, an affordable housing project, within the City of San Clemente. The Developer is now requesting the City’s support for a resyndication plan, which involves refinancing and renovation of the property. This process requires that the City execute new subordination agreements for loans made by the City at the time the project was originally developed.

The Developer is also requesting to amend the Regulatory Agreements and Declarations of Covenants and Restrictions, which govern the occupancy, rents, operation, and management of the project. The proposed modifications to the Regulatory Agreements include changing definitions relating to affordability, resetting the unit mix, and providing that upon recertification, tenants who no longer qualify may remain in their units.

This request is supported by City staff because it is consistent with the goals of the City’s Housing Element, specifically those related to the preservation, rehabilitation, and enhancement of existing affordable housing units, as well as affirmatively further fair housing.

Background:

On June 6, 2001, the City entered into two Affordable Housing Project Agreements with the Jamboree Housing Corporation for the development of 186 affordable housing rental units located at 123 Calle Amistad in San Clemente, which is known commonly as The Mendocino at Talega I and II Apartments (the “Project”). The Project was built in phases, which were completed in 2003 and 2004, respectively. The City also entered into two Regulatory Agreements and Declaration of Covenants and Restrictions on July 31, 2001 (the “Regulatory 999
Meeting Date: June 18, 2024 Agenda Item: 11E.

CITY OF SAN CLEMENTE 2
Agreements”), which govern the occupancy, rents, operation, and management for the two phases of the Project.

The City originally made two loans on the property in the amounts of $613,080 and $351,540, one for each phase. These loans are interest-free with a lump-sum repayment due in 55 years.

These loans are subordinate to loans made by other parties to the Project, specifically:
 Tax Exempt Bonds issued to finance the Project
 The State of California Department of Housing and Community Development  The County of Orange Housing & Community Development Department  The Orange County Housing Authority, acting as the Housing Successor Agency to the Orange County Development Agency
After 20 years of operation, the Project now requires extensive repairs as fixtures and materials are nearing the end of their useful life. The Developer has identified a comprehensive scope of work that addresses long term needs within the units and the building envelope. The proposed rehabilitation activities will include some units being converted to meet American Disabilities Act requirements. The Developer has requested the City’s approval of a “resyndication” plan for the properties.

Resyndication is a complex refinancing process involving application for additional tax credits and obtaining additional bond proceeds to complete necessary repairs. Tax-exempt bonds partnered with 4% Low-income Housing Tax Credits (LIHTC) are widely used by affordable housing developers. This type of transaction, using public funds, requires approvals from each of the various lenders (in this case, the City of San Clemente, County of Orange, and State of California) who have a financial interest in the project. Jamboree Housing Corporation, owner of the Project, is undertaking this process in order to ensure the long-term viability of their asset, which will help protect the health and safety of the residents and continue the terms of affordability for the project.

As part of the resyndication process, Jamboree has submitted an application for non-competitive 4% tax credits and tax-exempt bonds to the State. A new tax credit investor and permanent mortgage lender are incorporated into the Project's financing structure. In this case, Banner Bank, a Washington banking corporation, as agent for the California Municipal Finance Authority (CMFA), will be the Bond Issuer.

CMFA is a joint powers authority and public entity in California. It was created on January 1, 2004 pursuant to a joint exercise of powers agreement between its member agencies (of which the City is one) to promote economic, cultural and community development, through the financing of economic development and charitable activities throughout California and with the issuance of taxable and tax-exempt bonds. On May 21, 2024, the City Council conducted two joint public hearings under the requirements of Tax and Equity Fiscal Responsibility Act (TEFRA) and approved the issuance of the bonds for this refinancing by CMFA. 1000
Meeting Date: June 18, 2024 Agenda Item: 11E.

CITY OF SAN CLEMENTE 3
Resyndication and Subordination
The resyndication of the Mendocino at Talega I and II Apartments requires a commitment from all existing public agency lenders that have a financial interest in the Project to resubordinate affordable housing loans, as was the case when the Project was originally undertaken. It is necessary for the City Loans to be subordinate to the tax-exempt multifamily bonds/new permanent mortgage, the State of California Department of Housing and Community Development (“State HCD”) loan, and the County of Orange in the Project's loan hierarchy. City Loans are already in a subordinate position to a senior loan and therefore this request is to resubordinate the existing loans to the new financing. See Attachments #8 through #14 for Draft Subordination Agreements.

In addition to loan resubordination, Jamboree has also requested to amend the Regulatory Agreements and Declaration of Covenants of the Project in order to conform certain provisions to regulations and requirements applicable to projects financed with low-income housing tax credits.

The proposed modifications to the Regulatory Agreements include changing definitions related to affordability, adjusting the unit mix, and providing that upon recertification, tenants who no longer qualify may remain in their unit. For complete details, see Attachment #2 - Amendment No. 2 to Talega I Regulatory Agreement and Attachment #3 - Amendment No. 2 to Talega II Regulatory Agreement.

Summary of Changes to the Regulatory Agreements
Jamboree has requested to utilize California Tax Credit Allocation Committee (“TCAC”) rents instead of the existing Health and Safety Code rents. Jamboree has indicated this request would align the City’s Regulatory Agreement to utilize the same rent calculations that are used by the other Project lenders (Orange County and State HCD) and the State Tax Credit Allocation Committee (TCAC), which administers the federal tax credit program. The TCAC standard utilizes the Orange County area median income for determining qualifying income levels and affordable rent, while the existing City Regulatory Agreement bases rents on the Statewide median income.

Jamboree is requesting the City conform to the TCAC standard under its Regulatory Agreements because, otherwise, Jamboree would have to qualify the residents using two separate standards, the City’s Regulatory Agreements and the regulatory agreements for TCAC, HCD and the County. Having to utilize both standards creates an administrative burden to the Project and has the possibility of creating confusion and errors in qualifying residents.

From a practical standpoint, the Orange County area median income is significantly higher than the statewide median income. Therefore, transitioning to the TCAC standard will result in more households being eligible to rent an affordable unit.

Utilizing TCAC rents would also gradually allow for an increase in rents as the TCAC rents are historically higher than the Health and Safety Code rents. TCAC Regulations stipulate that any rent increases cannot exceed 10% on an annual basis.
1001
Meeting Date: June 18, 2024 Agenda Item: 11E.

CITY OF SAN CLEMENTE 4
The Amendments to the Regulatory Agreements also specify the following additional modifications relating to Unit Composition, Affordability Mix, and Recertification:

Unit Composition: The Project includes a total of one hundred and eighty-six (186) units, comprised of ninety (90) two-bedroom affordable units, ninety-four (94) threebedroom affordable units, and two (2) three-bedroom unrestricted manager’s units.

While manager’s units are not specifically identified in the original Project Agreement, these have been in place since project inception. Therefore, the total number of designated affordable units is maintained at the present count.

Affordability Mix: The one hundred and eighty-four (184) affordable units are to be rented to and occupied only by eligible tenants, at affordable rent, in accordance with the following affordability mix:

1. Eighty-one (81) units shall be rented to Special Very Low Income Tenants;

2. Twenty-three (23) units shall be rented to Very Low Income Tenants; and

3. Eighty (80) units shall be rented to Low Income Tenants.

These counts are consistent with the current Project mix.

Recertification: If, upon recertification, the occupants do not qualify as an eligible tenant, they may be permitted to continue to occupy the affordable unit at an affordable rent until they choose to vacate the affordable unit. After the affordable unit is vacated, the affordable unit shall be re-rented to an eligible tenant.

This is consistent with practice over the past 20 years. Additionally, Low-Income Housing Tax Credit regulations prohibit eviction of previously qualified residents based on increases in their income.

Housing Element Compliance
The purpose of the City’s Housing Element is to identify the City’s housing needs and outline goals, policies and programs to address them. The Housing Element is an eight‐year plan, extending from October 15, 2021 to October 15, 2029. The primary issues addressed in the Housing Element include: 1) the provision of a decent home in a healthy environment for all economic levels of society; 2) housing affordability for special needs populations; 3) assisting in the development of affordable housing; 4) implementation of housing programs; and 5) rehabilitation and preservation of existing affordable housing.

In relation to this Project, the Housing Element contains multiple goals and programs to strategically maintain existing housing, especially affordable units. Approval of this Project furthers the City’s implementation of Goal 5.4 of the Housing Element, which seeks to “preserve and enhance improvements to older, higher density neighborhoods by pursuing grant funding opportunities for housing rehabilitation and neighborhood improvements.” 1002
Meeting Date: June 18, 2024 Agenda Item: 11E.

CITY OF SAN CLEMENTE 5
Resolution No. 24-95 would authorize the City Manager to execute the following documents, in support of the request for resyndication:
 Amendment No. 2 to Regulatory Agreement for Talega I with AMISTAD HOUSING

PARTNERS I LP
 Amendment No. 2 to Regulatory Agreement for Talega II with AMISTAD HOUSING

PARTNERS II LP
 Subordination Agreement with Banner Bank, as agent for the California Municipal Finance Authority for Talega I
 Subordination Agreement with Banner Bank, as agent for the California Municipal Finance Authority for Talega II
 Subordination Agreement with State of California Department of Housing and Community Development for Talega I
 Subordination Agreement with State of California Department of Housing and Community Development for Talega II
 Subordination Agreement with County of Orange Housing & Community Development for Talega I
 Subordination Agreement with Orange County Housing Authority for Talega I  Subordination Agreement with Orange County Housing Authority for Talega II Council Options:
 Adopt Resolution No. 24-95, which would approve the resyndication plan for Mendocino at Talega I and II Apartments and authorize the City Manager to execute the agreements related thereto.
 Modify and adopt Resolution No. 24-95.
 Continue the item and instruct staff to bring back additional information.  Deny Resolution No. 24-95.

Environmental Review/Analysis:

This is not a “project” under the California Environmental Quality Act.

Recommended Actions:

Staff Recommendation ..recommendation

1. Adopt Resolution No. 24-95, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING THE PROPOSED RESYNDICATION PLAN 1003
Meeting Date: June 18, 2024 Agenda Item: 11E.

CITY OF SAN CLEMENTE 6

FOR MENDOCINO AT TALEGA I AND II APARTMENTS AFFORDABLE HOUSING PROJECT.
..end
Attachment:

1. Resolution No. 24-95

2. Amendment No. 2 to Regulatory Agreement for Talega I with Amistad Housing Partners I LP

3. Amendment No. 2 to Regulatory Agreement for Talega II with AMISTAD HOUSING

PARTNERS II LP

4. Affordable Housing Project Agreement, Regulatory Agreement and related documents for Talega I

5. Affordable Housing Project Agreement, Regulatory Agreement and related documents for Talega II

6. Amendment No. 1 to Regulatory Agreement for Talega I

7. Amendment No. 1 to Regulatory Agreement for Talega II

8. Subordination Agreement with Banner Bank, as agent for the California Municipal Finance Authority for Talega I

9. Subordination Agreement with Banner Bank, as agent for the California Municipal Finance Authority for Talega II

10.Subordination Agreement with State of California Department of Housing and Community Development for Talega I

11.Subordination Agreement with State of California Department of Housing and Community Development for Talega II

12.Subordination Agreement with County of Orange Housing & Community Development for Talega I

13.Subordination Agreement with Orange County Housing Authority for Talega I

14.Subordination Agreement with Orange County Housing Authority for Talega II Notification:

Jamboree Housing Corporation
1004
Attachment 1
RESOLUTION NO. 24-95

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING THE

PROPOSED RESYNDICATION PLAN FOR MENDOCINO

AT TALEGA I AND II APARTMENTS AFFORDABLE

HOUSING PROJECT
WHEREAS, on June 6, 2001, the City entered into two Affordable Housing Project Agreements with the Jamboree Housing Corporation (the Developer) for the development of 186 affordable housing rental units located at 123 Calle Amistad in San Clemente, which is known commonly as The Mendocino at Talega I and II Apartments (the “Project”); and
WHEREAS, the City also entered into two Regulatory Agreements and Declaration of Covenants and Restrictions on July 31, 2001 (the “Regulatory Agreements”), which govern the occupancy, rents, operation, and management for the two phases of the Project; and
WHEREAS, the City originally made two interest-free affordable housing loans on the property in the amounts of $613,080 and $351,540, which are subordinate to loans made by other parties to the Project; and
WHEREAS, the Project was built in phases, which were completed in 2003 and 2004, respectively; and
WHEREAS, after 20 years of operation, the Project now requires extensive repairs as fixtures and materials are nearing the end of their useful life; and WHEREAS, the Developer has requested the City’s approval of a “resyndication” plan for the refinancing and rehabilitation of the properties; and WHEREAS, the resyndication of the Project requires the City to resubordinate the affordable housing loans made when the Project was originally undertaken; and WHEREAS, the City loans would be subordinate to the tax-exempt multifamily bonds/new permanent mortgage, the State of California Department of Housing and Community Development (“State HCD”) loan, and the County of Orange in the Project's loan hierarchy; and
WHEREAS, the Developer has also requested to amend the Regulatory Agreements, including changing definitions related to affordability, adjusting the unit mix, and providing that upon recertification, tenants who no longer qualify may remain in their unit; and
WHEREAS, the Developer is requesting that the City conform to the TCAC 1005
Resolution No. 24-95 Page 2
standard to align the City’s Regulatory Agreements and the regulatory agreements for TCAC, HCD and the County; and
WHEREAS, City’s Housing Element identifies the City’s housing needs and outlines goals, policies and programs to address them; and WHEREAS, in relation to this Project, approval of this Project furthers the City’s implementation of Goal 5.4 of the Housing Element, which seeks to “preserve and enhance improvements to older, higher density neighborhoods by pursuing grant funding opportunities for housing rehabilitation and neighborhood improvements.” NOW, THEREFORE, the City Council of the City of San Clemente does hereby resolve as follows:

Section 1. That the proposed resyndication plan for Mendocino at Talega I and II Apartments Affordable Housing Project is hereby approved.

Section 2. That the City Manager is hereby authorized and directed to execute the following documents in support of the request for resyndication in forms substantially similar to those presented to the City Council on June 18, 2024:

1. Amendment No. 2 to Regulatory Agreement for Talega I with Amistad Housing Partners I LP

2. Amendment No. 2 to Regulatory Agreement for Talega II with Amistad Housing Partners II LP

3. Subordination Agreement with Banner Bank, as agent for the California Municipal Finance Authority for Talega I

4. Subordination Agreement with Banner Bank, as agent for the California Municipal Finance Authority for Talega II

5. Subordination Agreement with State of California Department of Housing and Community Development for Talega I

6. Subordination Agreement with State of California Department of Housing and Community Development for Talega II

7. Subordination Agreement with County of Orange Housing & Community Development for Talega I

8. Subordination Agreement with Orange County Housing Authority for Talega I

9. Subordination Agreement with Orange County Housing Authority for Talega II Section 3. That the City Manager is hereby authorized and directed, in consultant with the City Attorney, to make such revisions to the above documents, execute such other documents and takes such other and further actions as are necessary and proper to accomplish the purpose of this resolution.

Section 4. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions. 1006
Resolution No. 24-95 Page 3
PASSED AND ADOPTED this _____ day of ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Mayor of the City of San
San Clemente, California Clemente, California

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 24-95 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

RECORDING REQUESTED BY

AND WHEN RECORDED

MAIL TO
City of San Clemente
City Hall, 100 Avenida Presidio
San Clemente, CA 92672
Attn: City Clerk
Space Above This Line for Recorder’s Use
(Exempt from Recording Fee per Gov’t Code § 27383)
AMENDMENT NO. 2 TO REGULATORY AGREEMENT

AND DECLARATION OF COVENANTS AND RESTRICTIONS
THIS AMENDMENT NO. 2 TO REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS (“Amendment
No. 2”) is made and entered into as of ____________, 2024 by and between THE CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and AMISTAD HOUSING PARTNERS I LP, a California limited partnership (“Developer”).

R E C I T A L S:

A. Developer is the fee owner of record of that certain real property located in the County of Orange, State of California, legally described in Exhibit “A” attached hereto and incorporated herein by reference (the “Property”).

B. Pursuant to the terms of that certain unrecorded Affordable Housing Project Agreement dated June 6, 2001 (the “Project Agreement”), entered into between City and Jamboree Housing Corporation, a California nonprofit public benefit corporation (“JHC”), JHC’s successor JAMBOREE-TAL HOUSING I, L.P., a California limited partnership (the “Original JHC Partnership”), entered into with City that certain Regulatory Agreement and Declaration of Covenants and Restrictions dated July 31, 2001, which was recorded against the Property in the Official Records of the County of Orange (“Official Records”) on August 1, 2001, as Instrument No. 20010525827, and amended by that certain Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions dated February 1, 2006, which was recorded against the Property in the Official Records on April 11, 2006, as Instrument No. 2006000239626 (as amended, the “Regulatory Agreement”).

C. Pursuant to the Project Agreement and Regulatory Agreement, the Original JHC Partnership developed an affordable rental housing development on the Property (the “Housing Project”). The Housing 1008
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Project was developed with financing from various sources, including an award of low income housing tax credits.

D. In order to perform needed rehabilitation of the Housing Project (the “Rehabilitation”), the Developer applied for and received commitments for new financing, including a resyndication of tax credits.

E. In connection with such resyndication and to facilitate the Rehabilitation, on or about the same date hereof, the Original JHC Partnership transferred the Property and assigned all of its rights under the Project Agreement and Regulatory Agreement to Developer, and Developer assumed all of the Original JHC Partnership’s obligations under the Project Agreement and Regulatory Agreement.

F. To ensure the financial feasibility of the Housing Project and to conform certain provisions in the Regulatory Agreement to certain regulations and requirements applicable to projects financed with low income housing tax credits, Developer and City now wish to amend the Regulatory Agreement to (i) provide that the income and rent limits applicable to the one hundred twenty-three (123) affordable units are to be determined in accordance with Section 42(g)(2) of the United States Internal Revenue Code of 1986, as amended, (ii) clarify the unit composition, and (iii) make certain other conforming changes, all as set forth herein.

A G R E E M E N T:

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Changes to Definitions. The Regulatory Agreement is hereby amended to replace, in their entirety, all of the definitions in Section 1 thereof with the following definitions:

The term “Affordable Rent” shall mean annual rentals
whose amount does not exceed the maximum amount that
can be devoted to rent by, respectively, Low Income Tenants, Very Low Income Tenants, and Special Very Low Income
Tenants, as determined in accordance with Section 42(g)(2) of the United States Internal Revenue Code of 1986, as
amended (the “IRC”), and as published from time to time by the California Tax Credit Allocation Committee (“TCAC”). 1009
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The term “Eligible Tenant” shall refer to a Low Income
Tenant, Very Low Income Tenant, or Special Very Low
Income Tenant.

The term “Low Income Tenant” shall mean those
tenants whose household income does not exceed sixty
percent (60%) of the Orange County Median Income, as
determined in accordance with Section 42(g) of the IRC, as published from time to time by TCAC.

The term “Orange County Median Income” shall mean
the median household income for the County of Orange,
adjusted for family size, to be determined in accordance with Section 42(g) of the IRC, as published from time to time by TCAC.

The term “Special Very Low Income Tenant” shall
mean those tenants whose household income does not
exceed forty percent (40%) of the Orange County Median
Income, as determined in accordance with Section 42(g) of the IRC, as published from time to time by TCAC.

The term “Very Low Income Tenant” shall mean those
tenants whose household income does not exceed fifty
percent (50%) of the Orange County Median Income, as
determined in accordance with Section 42(g) of the IRC, as published from time to time by TCAC.

2. Unit Composition. The Regulatory Agreement is hereby amended to replace, in its entirety, Section 3(a) thereof with the following:

Operation of Project. Developer shall operate on the Property a one hundred twenty-four (124) unit affordable housing rental project, comprised of sixty (60) two-bedroom affordable units, sixty-three (63) three-bedroom affordable units, and one (1) three-bedroom unrestricted manager’s unit, in accordance with the plans and permits approved by the Talega Joint Planning Authority and City in accordance with the Project Agreement.

3. Affordability Mix. The Regulatory Agreement is hereby amended to replace, in its entirety, Section 3(b) thereof with the following Income Eligibility; Affordable Rent. The one hundred twentythree (123) affordable units are to be rented to and occupied only by Eligible Tenants, at Affordable Rent, in accordance with the following affordability mix:
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Fifty-two (52) units (25 two-Bedroom and 27 3-
Bedroom) shall be rented to Special Very Low Income
Tenants;
Twenty-three (23) units (11 two-Bedroom and 12 3-
Bedroom) shall be rented to Very Low Income Tenants; and Forty-eight (48) (24 two-Bedroom and 24 3-Bedroom)
units shall be rented to Low Income Tenants.

4. Recertification. The Regulatory Agreement is hereby amended to replace, in its entirety, the second to last sentence in Section 3(d) thereof with the following:

If, upon recertification, the occupants do not qualify as an Eligible Tenant, then subject to the applicable requirements and provisions of, and changes to, Section 42 of the IRC, and applicable regulations, such occupants may be permitted to continue to occupy the affordable unit at an Affordable Rent until the occupants choose to vacate the affordable unit. After the affordable unit is vacated, the affordable unit shall be rerented to an Eligible Tenant pursuant to the terms, covenants and conditions of this Agreement.

5. Omnibus Amendment to Project Agreement. If any terms in the Project Agreement are inconsistent with any terms in this Amendment No. 2, the Project Agreement shall be automatically amended to conform any such inconsistent terms with the terms in this Amendment No. 2.

6. Effect of Amendment. Except as otherwise expressly provided in this Amendment No. 2, all of the terms and conditions of the Regulatory Agreement shall remain in full force and effect.

7. Attorney’s Fees. In the event of any action between or amongst the parties hereto seeking enforcement of any of the terms and conditions to this Amendment No. 2, the prevailing party in such action shall be awarded its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney’s fees.

8. Interpretation. This Amendment No. 2 shall be construed according to its fair meaning and as if prepared by all of the parties hereto.

9. Governing Law; Jurisdiction. This Amendment No. 2 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law.

The Superior Court of the State of California in and for the County of Orange, or such other appropriate court in such county, shall have exclusive 1011
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jurisdiction of any litigation between the parties concerning this Amendment No. 2.

10. Counterparts. This Amendment No. 2 may be executed in counterparts, each of which, when this Amendment No. 2 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument.
[End of document – Signature page follows]
1012
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IN WITNESS WHEREOF, City and Developer each hereby
represents that it has read this Amendment No. 2, understands it, and hereby executes this Amendment No. 2 to be effective as of the day and year first written above.

DATED: ________________, 2024
“City”
CITY OF SAN CLEMENTE, a California
municipal corporation
By:

Andy Hall, City Manager
ATTEST:
______________________________
Laura Campagnolo, City Clerk

APPROVED AS TO FORM

BURKE, WILLIAMS, SORENSON
LLP
_________________________
Elizabeth Mitchell
DATED: ________________, 2024
“Developer”
AMISTAD HOUSING PARTNERS I LP, a
California limited partnership
By: JHC-Amistad LLC, a California limited
liability company, its managing general partner
By: Jamboree Housing Corporation, a
California nonprofit public benefit
corporation, its manager
By: ___________________________
Michael Massie
Chief Development Officer
1013
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

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

WITNESS my hand and official seal.

Signature (Seal)
1014
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature (Seal)
1015
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EXHIBIT 1

LEGAL DESCRIPTION OF PROPERTY
That certain located in the County of Orange, State of California, described as follows:

LOT 1 OF TRACT NO. 13898, AS SHOWN ON A MAP FILED IN BOOK 817, PAGES 36 TO 40 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

EXCEPTING THEREFROM ALL WATER AND WATER RIGHTS, IF ANY, INCLUDED

WITHIN AND UNDERLYING THE DISTINCTIVE BORDER OF THIS TRACT MAP AS

DEDICATED TO THE SANTA MARGARITA WATER DISTRICT ON THE MAP OF SAID TRACT.
1016
Attachment 3
882/020587-0151
20474481.2 a06/13/24 -1-

RECORDING REQUESTED BY

AND WHEN RECORDED

AND DECLARATION OF COVENANTS AND RESTRICTIONS
THIS AMENDMENT NO. 2 TO REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS (“Amendment
No. 2”) is made and entered into as of ____________, 2024 by and between THE CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and AMISTAD HOUSING PARTNERS II LP, a California limited partnership (“Developer”).

R E C I T A L S:

B. Pursuant to the terms of that certain unrecorded Affordable Housing Project Agreement dated June 6, 2001 (the “Project Agreement”), entered into between City and Jamboree Housing Corporation, a California nonprofit public benefit corporation (“JHC”), JHC’s successor JAMBOREE-TAL HOUSING II, L.P., a California limited partnership (the “Original JHC Partnership”), entered into with City that certain Regulatory Agreement and Declaration of Covenants and Restrictions dated June 26, 2002, which was recorded against the Property in the Official Records of the County of Orange (“Official Records”) on June 28, 2002, as Instrument No. 20020548433, and amended by that certain Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions dated February 1, 2006, which was recorded against the Property in the Official Records on April 11, 2006, as Instrument No. 2006000239627 (as amended, the “Regulatory Agreement”).

C. Pursuant to the Project Agreement and Regulatory Agreement, the Original JHC Partnership developed an affordable rental housing development on the Property (the “Housing Project”). The Housing 1017
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Project was developed with financing from various sources, including an award of low income housing tax credits.

F. To ensure the financial feasibility of the Housing Project and to conform certain provisions in the Regulatory Agreement to certain regulations and requirements applicable to projects financed with low income housing tax credits, Developer and City now wish to amend the Regulatory Agreement to (i) provide that the income and rent limits applicable to the sixty-one (61) affordable units are to be determined in accordance with Section 42(g)(2) of the United States Internal Revenue Code of 1986, as amended, (ii) clarify the unit composition, and (iii) make certain other conforming changes, all as set forth herein.

A G R E E M E N T:

1. Changes to Definitions. The Regulatory Agreement is hereby amended to replace, in their entirety, all of the definitions in Section 1 thereof with the following definitions:

The term “Affordable Rent” shall mean annual rentals
whose amount does not exceed the maximum amount that
can be devoted to rent by, respectively, Low Income Tenants Special Very Low Income Tenants, as determined in
accordance with Section 42(g)(2) of the United States Internal Revenue Code of 1986, as amended (the “IRC”), and as
published from time to time by the California Tax Credit Allocation Committee (“TCAC”).

The term “Eligible Tenant” shall refer to a Low Income
Tenant or Special Very Low Income Tenant.
1018
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The term “Low Income Tenant” shall mean those
tenants whose household income does not exceed sixty
percent (60%) of the Orange County Median Income, as
determined in accordance with Section 42(g) of the IRC, as published from time to time by TCAC.

2. Unit Composition. The Regulatory Agreement is hereby amended to replace, in its entirety, Section 3(a) thereof with the following:

Operation of Project. Developer shall operate on the Property a sixty-two (62) unit affordable housing rental project, comprised of thirty (30) two-bedroom affordable units, thirtyone (31) three-bedroom affordable units, and one (1) threebedroom unrestricted manager’s unit, in accordance with the plans and permits approved by the Talega Joint Planning Authority and City in accordance with the Project Agreement.

Twenty-nine (29) units (14 two-Bedroom and 15 3-
Bedroom) shall be rented to Special Very Low Income
Tenants; and
Thirty-two (32) (16 two-Bedroom and 16 3-Bedroom)
units shall be rented to Low Income Tenants.

4. Recertification. The Regulatory Agreement is hereby amended to replace, in its entirety, the second to last sentence in Section 3(d) thereof with the following:
1019
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If, upon recertification, the occupants do not qualify as an Eligible Tenant, then subject to the applicable requirements and provisions of, and changes to, Section 42 of the IRC, and applicable regulations, such occupants may be permitted to continue to occupy the affordable unit at an Affordable Rent until the occupants choose to vacate the affordable unit. After the affordable unit is vacated, the affordable unit shall be rerented to an Eligible Tenant pursuant to the terms, covenants and conditions of this Agreement.

6. Effect of Amendment. Except as otherwise expressly provided in this Amendment No. 2, all of the terms and conditions of the Regulatory Agreement shall remain in full force and effect.

8. Interpretation. This Amendment No. 2 shall be construed according to its fair meaning and as if prepared by all of the parties hereto.

The Superior Court of the State of California in and for the County of Orange, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 2.

10. Counterparts. This Amendment No. 2 may be executed in counterparts, each of which, when this Amendment No. 2 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument.
[End of document – Signature page follows]
1020
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IN WITNESS WHEREOF, City and Developer each hereby
represents that it has read this Amendment No. 2, understands it, and hereby executes this Amendment No. 2 to be effective as of the day and year first written above.

DATED: ________________, 2024
“City”
CITY OF SAN CLEMENTE, a California
municipal corporation
By:

Andy Hall, City Manager
ATTEST:
______________________________
Laura Campagnolo, City Clerk

APPROVED AS TO FORM

BURKE, WILLIAMS, SORENSON
LLP
_________________________
Elizabeth Mitchell
DATED: ________________, 2024
“Developer”
AMISTAD HOUSING PARTNERS II LP, a
California limited partnership
By: JHC-Amistad II LLC, a California limited
liability company, its managing general partner
By: Jamboree Housing Corporation, a
California nonprofit public benefit
corporation, its manager
By: ___________________________
Michael Massie
Chief Development Officer
1021
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature (Seal)
1022
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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature (Seal)
1023
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EXHIBIT 1

LEGAL DESCRIPTION OF PROPERTY
That certain located in the County of Orange, State of California, described as follows:

LOT 2 OF TRACT NO. 13898, AS SHOWN ON A MAP FILED IN BOOK 817, PAGES 36 TO 40 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

EXCEPTING THEREFROM ALL WATER AND WATER RIGHTS, IF ANY, INCLUDED

WITHIN AND UNDERLYING THE DISTINCTIVE BORDER OF THIS TRACT MAP AS

DEDICATED TO THE SANTA MARGARITA WATER DISTRICT ON THE MAP OF SAID TRACT.
1024
Attachment 4
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Attachment 5
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Attachment 8
Subordination Agreement (City of San
Clemente) Form 6456 Page 1
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Commercial Collateral
Banner Bank
110 S. Ferrall Street
Spokane, WA 99202
Loan #: 14018441
SPACE ABOVE THIS LINE FOR RECORDER’S USE

SUBORDINATION AGREEMENT
(City of San Clemente)
This SUBORDINATION AGREEMENT (this “Agreement”) dated as of July 1, 2024, is executed by and among (i) BANNER BANK, a Washington banking corporation, as agent (in such capacity, “Agent”), for the CALIFORNIA MUNICIPAL FINANCE AUTHORITY, a joint exercise of powers agency, duly organized and validly existing under the laws of the State of California (“Issuer”), under and pursuant to that certain Master Agency Agreement dated as of July 1, 2024 (as amended from time to time, the “Master Agency Agreement”), by and between Issuer and Agent (Agent, together with any successors and assigns of its interest under the Senior Deed of Trust described below, is referred to herein as “Senior Lender”), (ii) CITY OF SAN CLEMENTE, a California municipal corporation (“Subordinate Lender”), and (iii) AMISTAD HOUSING PARTNERS I LP, a California limited partnership (“Borrower”).

RECITALS:

A. Borrower has applied to Issuer for a tax-exempt loan in the maximum principal amount of ///[$18,883,000]/// (the “Senior Loan”). Borrower will use the proceeds of the Senior Loan to finance, in part, the acquisition and rehabilitation of a one hundred twenty-four (124)-unit multifamily housing project known as “Mendocino at Talega I” (the “Improvements” or the “Project”), on certain real property located in the County of Orange, State of California, more particularly described on Exhibit A attached hereto (the “Land”).

C. The Senior Loan is being made pursuant to that certain Construction and Term Loan Agreement dated as of even date herewith (the “Senior Loan Agreement”), by and between Agent and Borrower. The Senior Loan will be evidenced by that certain Promissory Note dated as of 1546
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even date herewith (the “Senior Note”), executed by Borrower to the order of Lender in the face principal amount of the Senior Loan. The Senior Loan will be secured by that certain Construction and Permanent Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of even date herewith (the “Senior Security Instrument”), executed by Borrower for the benefit of Lender and recorded in the Official Records of Orange County, California (the “Official Records”), encumbering, among other things, Borrower’s fee simple interest in the Land and certain personal property described in the Mortgage (collectively, the “Mortgaged Property”). In accordance with that certain Master Pledge and Assignment dated as of even date herewith (the “Master Pledge”), by and among Issuer, Agent and Holder, the interests of Issuer in this Agreement, the Senior Note, the Senior Security Instrument and the other Loan Documents, excluding the Reserved Rights (as defined in the Master Pledge), are concurrently herewith, being assigned by Lender to Holder, pursuant to that certain Assignment of Deed of Trust and Related Documents dated as of even date herewith (the “Assignment”) and recorded in the Official Records substantially concurrently with the Deed of Trust. The Senior Loan Agreement, the Senior Note, the Senior Security Instrument and all other Loan Documents (as defined in the Senior Loan Agreement) are hereinafter referred to as the “Senior Loan Documents”.

D. Borrower has requested Senior Lender to permit Borrower to assume that certain subordinate loan (the “Subordinated Loan”) from Subordinate Lender to Prior Owner, predecessor-in-interest to the Mortgage Property of Borrower, in the amount of $613,080, and to allow the Subordinate Loan to be secured by a mortgage lien against the Mortgaged Property.

E. Senior Lender has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien against the Mortgaged Property subject to all of the conditions contained in this Agreement.

AGREEMENTS:

1. Recitals.

The recitals set forth above are incorporated herein by reference.

2. Definitions.

In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below:
“Affiliate” means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual Controlled by, under 1547
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common Control with, or which Controls such Person, and in all cases any other Person that holds fifty percent (50%) or more of the ownership interests in such Person. “Borrower” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor-inpossession and any other Person (other than Senior Lender) who acquires title to the Mortgaged Property after the date of this Agreement.
“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business.
“City Assignment” means that certain Assignment and Assumption Agreement dated as of _____________, by and among Borrower, Prior Owner and Subordinate Lender, which is recording in the Official Records substantially concurrently herewith. “City Regulatory Agreement” means that certain Regulatory Agreement and Declaration of Restrictive Covenants dated July 31, 2001, executed by and between Prior Owner (as predecessorin-interest to Borrower) and Subordinate Lender, and recorded in the Official Records on August 1, 2001 as Instrument No. 20010525827, as amended by that certain Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions dated February 1, 2006, between Prior Owner (as predecessor-in-interest to Borrower) and Subordinate Lender which recorded in the Official Records on April 11, 2006 as Instrument No. 2006000239626, and assigned pursuant to the City Assignment.
“Condemnation Action” means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect.
“Control” (including with correlative meanings, the terms “Controlling,” “Controlled by” and “under common Control with”), as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or operations of such entity, whether through the ownership of voting securities, ownership interests or by contract or otherwise.
“Default Notice” means: (a) a copy of any written notice from Senior Lender to Borrower and Subordinate Lender stating that a Senior Loan Default has occurred under the Senior Loan Documents; or (b) a copy of any written notice from Subordinate Lender to Borrower and Senior Lender stating that a Subordinate Loan Default or a default under the City Regulatory Agreement has occurred under the Subordinate Loan Documents or the City Regulatory Agreement, as applicable. Each Default Notice shall specify the default upon which such Default Notice is based. “Official Records” means the Official Records of Orange County, California. 1548
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“Person” means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). “Prior Owner” means Jamboree-Tal Housing, L.P., a California limited partnership. “Senior Lender” means the Person named as such in the first paragraph on page 1 of this Agreement.

When any other Person becomes the legal holder of the Senior Note, such other Person shall automatically become the Senior Lender.
“Senior Loan” has the meaning set forth in Recital A, above. “Senior Loan Agreement” has the meaning set forth in Recital C, above. “Senior Loan Default” means the occurrence of an “Event of Default” as that term is defined in the Senior Loan Documents.
“Senior Loan Documents” has the meaning set forth in Recital C, above. “Senior Note” has the meaning set forth in Recital C, above. “Senior Security Instrument” has the meaning set forth in Recital C, above. “Subordinate Lender” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Subordinate Lender, or any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement. “Subordinate Loan Agreement” means that certain Affordable Housing Project Agreement relating to the Subordinate Loan dated as of June 6, 2001, by and between Subordinate Lender and Prior Owner, as assigned and assumed pursuant to the City Assignment. “Subordinate Loan Default” means a default by Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default.
“Subordinate Loan Documents” means the Subordinate Loan Agreement, Subordinate Note, the Subordinate Mortgage, the Subordinate Assignment, any UCC-1 financing statement filed showing Borrower, as debtor, and Subordinate Lender, as secured party, filed in connection with the Subordinate Loan, and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan (but not the City Regulatory Agreement), in each case, to the extent applicable, as assigned and assumed pursuant to the City Assignment. “Subordinate Loan” has the meaning set forth in Recital D, above. “Subordinate Mortgage” means that certain Deed of Trust and Request for Special Notice dated as of February 21, 2002, securing the Subordinate Loan, executed by Prior Owner for the benefit 1549
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of Subordinate Lender, and recorded in the Official Records on March 28, 2002 as Instrument No. 20020259158, and which encumbers the Mortgaged Property, as assigned and assumed pursuant to the City Assignment.
“Subordinate Note” means that certain Promissory Note Secured By Deed of Trust in the face principal amount of $613,080 dated as of ///[February 21, 2002]///, executed by Prior Owner to the order of Subordinate Lender, as assigned and assumed pursuant to the City Assignment.

3. Permission to Place Mortgage Lien Against Mortgaged Property.

Senior Lender agrees, notwithstanding the prohibition against inferior liens on the Mortgaged Property contained in the Senior Loan Documents and subject to the provisions of this Agreement, to permit Borrower to assume the Subordinate Mortgage, the City Regulatory Agreement, and other recordable Subordinate Loan Documents, and to permit said documents to remain encumbrances against the Mortgaged Property to secure Borrower’s obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loan. Such permission is subject to the condition that each of the representations and warranties made by the Borrower and the Subordinate Lender in Section 4 is true and correct on the date of this Agreement and on the date on which the proceeds of the Subordinate Loan are disbursed to the Borrower. If any of the representations and warranties made by the Borrower and the Subordinate Lender in Section 4 is not true and correct on both of those dates, the provisions of the Senior Loan Documents applicable to unpermitted liens on the Mortgaged Property shall apply.

4. Borrower’s and Subordinate Lender’s Representations and Warranties.

Borrower and Subordinate Lender each makes the following representations and warranties to Senior Lender:
(a) Subordinate Loan Documents.

Each Subordinate Loan is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage, the Subordinate Loan Agreement and the Subordinate Loan Documents. (b) Relationship of Borrower to Subordinate Lender and Senior Lender.

The Subordinate Lender is not an Affiliate of the Borrower and is not in possession of any facts which would lead it to believe that the Senior Lender is an Affiliate of the Borrower.

5. Borrower’s Representations and Warranties.

Borrower makes the following representations and warranties to Senior Lender:
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(a) Term.

The term of the Subordinate Note does not end before the stated term of the Senior Note. (b) Subordinate Loan Documents and City Regulatory Agreement.

The executed Subordinate Loan Documents and the City Regulatory Agreement are substantially in the same forms as those submitted to, and approved by, Senior Lender prior to the date of this Agreement. Upon execution and delivery of the Subordinate Loan Documents and the City Regulatory Agreement, Borrower shall deliver to Senior Lender an executed copy of each of the Subordinate Loan Documents and the City Regulatory Agreement, certified to be true, correct and complete.

6. Deliveries.

Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

7. Terms of Subordination.
(a) Agreement to Subordinate.

Senior Lender and Subordinate Lender agree that (1) subject to the terms of paragraph (c) below in this Section 7, the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of the Indebtedness evidenced by the Senior Loan Documents, and (2) the liens, terms, covenants and conditions of the Subordinate Mortgage and the other Subordinate Loan Documents (but not the City Regulatory Agreement) are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Security Instrument and the other Senior Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Security Instrument and the other Senior Loan Documents (including but not limited to, all sums advanced for the purposes of (A) protecting or further securing the lien of the Senior Security Instrument, curing defaults by Borrower under the Senior Loan Documents or for any other purpose expressly permitted by the Senior Loan Documents, or (B) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property).
(b) Subordination of Subrogation Rights.

Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents or the City Regulatory Agreement, it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the Senior Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien of the Senior Security Instrument. 1551
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(c) Payments Before Senior Loan Default.

Notwithstanding anything to the contrary in this Agreement, until Subordinate Lender receives a Default Notice (or otherwise acquires actual knowledge) of a Senior Loan Default, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents.
(d) Payments After Senior Loan Default.

Borrower agrees that, after it receives a Default Notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys’ fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender’s prior written consent. Subordinate Lender agrees that, after it receives a Default Notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Borrower on account of the Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys’ fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender’s prior written consent or until the Senior Loan has been repaid in full. If Subordinate Lender receives written notice from Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender’s obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 7 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender’s receipt of a new Default Notice from Senior Lender in accordance with the provisions of this Section 7(d). (e) Remitting Subordinate Loan Payments to Senior Lender.

If, after Subordinate Lender receives a Default Notice from Senior Lender in accordance with Section 7(d), Subordinate Lender receives any payments under the Subordinate Loan Documents, Subordinate Lender agrees that such payment or other distribution will be received and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior Lender under this Section 7, shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Subordinate Loan Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loan.
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(f) Notice of Payment from Other Persons.

Subordinate Lender agrees to notify (telephonically or via email, followed by written notice) Senior Lender of Subordinate Lender’s receipt from any Person other than Borrower of a payment with respect to Borrower’s obligations under the Subordinate Loan Documents, promptly after Subordinate Lender obtains knowledge of such payment. (g) Agreement Not to Commence Bankruptcy Proceeding.

Subordinate Lender agrees that during the term of this Agreement it will not commence, or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings against or with respect to Borrower, without Senior Lender’s prior written consent.

8. Default Under Subordinate Loan Documents or City Regulatory Agreement. (a) Notice of Subordinate Loan Default and Cure Rights.

During the term of this Agreement, Subordinate Lender shall deliver to Senior Lender a Default Notice within five (5) Business Days in each case where Subordinate Lender has given a Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercise of Subordinate Lender’s rights and remedies under the Subordinate Loan Documents or the City Regulatory Agreement, as appliable, subject to the provisions of this Agreement. Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default or any default under the City Regulatory Agreement within sixty (60) days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents or the City Regulatory Agreement, as applicable, to the extent permitted under Section 8(b). All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Default or a default under the City Regulatory Agreement shall be deemed to have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan Agreement and the Senior Security Instrument. (b) Subordinate Lender’s Agreement to Standstill.

If a Subordinate Loan Default or a default under the City Regulatory Agreement occurs and is continuing, the Subordinate Lender agrees that, without the Senior Lender’s prior written consent, it will not accelerate the Subordinate Loan, commence foreclosure proceedings with respect to the Mortgaged Property, collect rents, appoint (or seek the appointment of) a receiver or institute any other collection or enforcement action.
(c) Cross Default.

Borrower and Subordinate Lender agree that a Subordinate Loan Default and/or a default under the City Regulatory Agreement shall constitute a Senior Loan Default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or remedies under the 1553
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Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default or of any default under the City Regulatory Agreement of which Senior Lender has received a Default Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default or default under the City Regulatory Agreement shall be deemed cured, and the Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to return or otherwise credit for the benefit of Borrower any default rate interest or other default related charges or payments received by Senior Lender during such Senior Loan Default.

9. Default Under Senior Loan Documents.
(a) Notice of Senior Loan Default and Cure Rights.

Senior Lender shall deliver to Subordinate Lender a Default Notice within five (5) Business Days in each case where Senior Lender has given a Default Notice to Borrower. Failure of Senior Lender to send a Default Notice to Subordinate Lender shall not prevent the exercise of Senior Lender’s rights and remedies under the Senior Loan Documents, subject to the provisions of this Agreement. The Subordinate Lender shall have the right, but not the obligation, to cure any such Senior Loan Default as provided below. Subordinate Lender shall have up to thirty (30) days from the date of the Default Notice to cure any monetary default under the Senior Loan Documents; provided, however, that the Senior Lender shall be entitled during such 30-day period to continue to pursue its remedies with respect to the Mortgaged Property. Subordinate Lender shall have up to sixty (60) days from the date of the Default Notice to cure a non-monetary default if during such 60- day period Subordinate Lender keeps current all payments required by the Senior Loan Documents.

In the event that such a non-monetary default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender’s secured position relative to the Mortgaged Property, as determined by Senior Lender in its sole discretion, then Senior Lender may exercise during such 60- day period all available rights and remedies to protect and preserve the Mortgaged Property and the rents, revenues and other proceeds from the Mortgaged Property. All amounts paid by the Subordinate Lender to the Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by the Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Mortgage.
(b) Cross Default.

Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Loan Default shall not constitute a default under the Subordinate Loan Documents (if no other default has occurred under the Subordinate Loan Documents) until either (1) Senior Lender has accelerated the maturity of the Senior Loan, or (2) Senior Lender has taken affirmative action to exercise its rights under the Senior Loan Documents to collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Loan Documents. At any time after a Senior 1554
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Loan Default is determined to constitute a default under the Subordinate Loan Documents, Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time Borrower cures any Senior Loan Default to the satisfaction of Senior Lender, as evidenced by written notice from Senior Lender to Subordinate Lender, any default under the Subordinate Loan Documents arising from such Senior Loan Default shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as if such Senior Loan Default had never occurred.

10. Conflict.

Borrower, Senior Lender and Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the Subordinate Loan Documents, the City Regulatory Agreement and the terms of this Agreement, the terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of Senior Lender and Subordinate Lender in the Mortgaged Property; (b) the timing of the exercise of remedies by Senior Lender and Subordinate Lender under the Senior Loan Documents and the Subordinate Loan Documents and/or the City Regulatory Agreement, respectively; and (c) solely as between Senior Lender and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which Senior Lender and Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower’s time to cure any Senior Loan Default or Subordinate Loan Default and/or default under the City Regulatory Agreement, as the case may be; give Borrower the right to notice of any Senior Loan Default or Subordinate Loan Default and/or default under the City Regulatory Agreement, as the case may be other than that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents and/or City Regulatory Agreement; or create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender.

11. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents.

Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter:
(a) Protection of Security Interest.

Subordinate Lender shall not, without the prior written consent of Senior Lender in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that Subordinate Lender shall have the right to advance funds to cure Senior Loan Defaults pursuant to Section 9(a) and advance funds pursuant to the Subordinate Loan Documents for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents.
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(b) Condemnation or Casualty.

Following the occurrence of (1) a Condemnation Action, or (2) a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collectively, a “Casualty”), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply:
(A) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender’s rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Condemnation Action or a Casualty made by Senior Lender; provided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and
(B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Loan) in the manner provided by the Senior Lender Loan Documents; provided, however, that if Senior Lender is entitled to and elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in accordance with the rights under its Senior Loan Documents, shall prevail.
(c) Insurance.

Subordinate Lender agrees that all original policies of insurance required pursuant to the Senior Security Instrument shall be held by Senior Lender. The preceding sentence shall not preclude Subordinate Lender from requiring that it be named as a loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of the proceeds of property damage insurance under the Senior Security Instrument, or that it be named 1556
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as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property.
(d) No Modification of Subordinate Loan Documents or City Regulatory Agreement.

Borrower and Subordinate Lender each agree that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender in each instance, increase the amount of any Subordinate Loan, increase the required payments due under any Subordinate Loan, decrease the term of any Subordinate Loan, increase the interest rate on any Subordinate Loan, or otherwise amend any Subordinate Loan terms or the City Regulatory Agreement in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. Any unauthorized amendment of the Subordinate Loan Documents or City Regulatory Agreement or assignment of Subordinate Lender’s interest in any Subordinate Loan without Senior Lender’s consent shall be void ab initio and of no effect whatsoever and Subordinate Lender agrees that it shall not transfer or assign the Subordinate Loan or the Subordinate Loan Documents without the prior written consent of the Senior Lender.

12. Conversion, Modification or Refinancing of Senior Loan.

Subordinate Lender consents to any agreement or arrangement in which Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money. Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Loan (including reasonable and necessary costs associated with the closing and/or the refinancing) and, in the event of new mortgage debt, Subordinate Lender shall execute and deliver to Senior Lender a new subordination agreement on the same terms and conditions as this Subordination Agreement; and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Loan, the Senior Note, the Senior Loan Agreement, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean, respectively, the refinance loan, the refinance note loan agreement, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note.

13. Default by Subordinate Lender or Senior Lender.

If Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, non-defaulting lender shall have the right to all available legal and equitable relief. 1557
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14. Special Provisions Regarding City Regulatory Agreement (a) Transfers. Notwithstanding anything set forth in the City Regulatory Agreement to the contrary, nothing in the City Regulatory Agreement shall be deemed to restrict or limit, or require the consent of Subordinate Lender to, the following: (i) any foreclosure or deed in lieu of foreclosure of the Senior Security Instrument by Senior Lender or its successor, assigns, or nominee (a “Foreclosure Action”), or (ii) the first subsequent transfer by Senior Lender or its successors, assigns or nominee following a Foreclosure Action. Neither the successor owner initially acquiring title to the Mortgaged Property as a result of a Foreclosure Action, nor its immediate successor in interest, shall be subject to any of the limitations upon creation of indebtedness nor creation of any lien securing indebtedness set forth in the City Regulatory Agreement; provided that any subsequent mortgagee or lienholder with respect to such indebtedness shall agree that in the event of foreclosure or deed in lieu of foreclosure, the transferee under such foreclosure agrees that it will take subject to the Regulatory Agreement; and provided further that all other subsequent encumbrances shall be subject to Subordinate Lender’s approval under the Regulatory Agreement. Any sale, assignment or transfer of the Mortgaged Property following a transfer pursuant to a Foreclosure Action (other than the first transfer thereafter) shall be subject to Subordinate Lender’s rights under the Regulatory Agreement to approve such transfer, except that Subordinate Lender agrees that its decision to approve any such sale, assignment or other transfer will be based solely upon whether the proposed transferee is qualified to manage and operate affordable housing projects similar to the Mortgaged Property, and the Subordinate Lender will not unreasonably withhold, delay or condition its consent to any such proposed transfer.
(b) Compliance with Subordinate Loan Documents. Notwithstanding anything to the contrary set forth in the City Regulatory Agreement, from and after any foreclosure or deed in lieu of foreclosure, neither Senior Lender nor any successor in interest to the Property following any foreclosure or deed in lieu of foreclosure of the Senior Deed of Trust (collectively, the “Successor Owner”), shall be obligated to comply with the terms of any Subordinate Loan Document, and neither Senior Lender nor any Successor Owner shall have any obligation to repay the Subordinate Loan.
(c) Indemnification Provisions in City Regulatory Agreement. Notwithstanding anything to the contrary set forth in the City Regulatory Agreement, in no event shall Senior Lender or any Successor Owner be liable to Subordinate Lender for amounts due to the Subordinate Lender under the City Regulatory Agreement as the result of an act or a failure to act occurring prior to the date on which Senior Lender or its successor, assigns, or nominee acquires title to the Mortgaged Property by foreclosure or deed in lieu of foreclosure. (d) Default Under City Regulatory Agreement. No Successor Owner shall be required to cure any default under the Regulatory Agreement first occurring prior to the date upon which such Successor Owner acquired title to the Mortgaged Property, except that each Successor Owner shall be required to cure continuing defaults under the Regulatory Agreement related to the Mortgaged Property; provided further, however, that each such Successor Owner shall have 120 days after the date upon which it acquires title to the Mortgaged Property to cure such continuing 1558
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defaults, or, if any such continuing default is not reasonably susceptible to a cure by such Successor Owner within such period, to commence curing such default (and in such latter case, such Successor Owner shall thereafter continuously and diligently pursue the cure of such default to completion).

15. Reinstatement.

To the extent that Borrower makes a payment to Senior Lender or Senior Lender receives any payment or proceeds of the collateral securing the Senior Loan for Borrower’s benefit, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable doctrine, then to the extent of such payment or proceeds received and not retained by Senior Lender, this Agreement shall be reinstated and continue in full force and effect until full and final payment shall have been made to Senior Lender. Subordinate Lender agrees to hold in trust for Senior Lender and promptly remit to Senior Lender any payments received by Subordinate Lender after such invalidated, rescinded or returned payment was originally made.

16. Notices.

Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as “notices” and referred to singly as a “notice”) which the Senior Lender or the Subordinate Lender is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two days after mailing in the United States), addressed to the respective parties as follows:

SENIOR LENDER:

Banner Bank
5930 Granite Lake Drive
Suite 170
Granite Bay, California 95748
Attention: Waheed Karim
Loan No. 14018441
SUBORDINATE LENDER:
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City of San Clemente
City Hall, 100 Avenida Presidio
San Clemente, California 92672
Attention: _______________
Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt.

17. General.
(a) Assignment/Successors.

This Agreement shall be binding upon Borrower, Senior Lender and Subordinate Lender and shall inure to the benefit of the respective legal successors, transferees and assigns of Borrower, Senior Lender and Subordinate Lender. Borrower shall not assign any of its rights and obligations under this Agreement without the prior written consent of Senior Lender and Subordinate Lender.
(b) No Partnership or Joint Venture.

Senior Lender’s permission for the placement of the Subordinate Loan does not constitute Senior Lender as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of the other party hereto. (c) Senior Lender’s and Subordinate Lender’s Consent.

Wherever Senior Lender’s consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate Lender’s consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement.
(d) Further Assurances.

Subordinate Lender, Senior Lender and Borrower each agrees, at Borrower’s expense, to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Mortgage is subordinate to the lien, covenants and conditions of the Senior Loan Documents, or to further evidence the intent of this Agreement.
(e) Amendment.

This Agreement shall not be amended except by written instrument signed by all parties hereto.
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(f) Governing Law.

This Agreement shall be governed by the laws of the jurisdiction in which the Mortgaged Property is located without giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. Senior Lender, Subordinate Lender and Borrower agree that any controversy arising under or in relation to this Security Instrument shall be litigated exclusively in the jurisdiction in which the Mortgaged Property is located. The state and federal courts and authorities with jurisdiction in such locale shall have exclusive jurisdiction over all controversies that arise under or in relation to this Agreement. The parties hereto irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation and waive any other venue to which any might be entitled by virtue of domicile, habitual residence or otherwise.
(g) Severable Provisions.

If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
(h) Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one (1) and the same instrument.
(i) Sale of Senior Loan.

Nothing in this Agreement shall limit Senior Lender’s (including any assignee or transferee of Senior Lender) right to sell or transfer the Senior Loan, or any interest in the Senior Loan. The Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower. [Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative.

Where applicable law so provides, Borrower, Senior Lender, and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument.

SENIOR LENDER:

BANNER BANK,
a Washington banking corporation, as Agent under
that certain Master Agency Agreement dated as
of July 1, 2024, between Issuer and Agent
By: _______________________________
Waheed Karim
Vice President
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BORROWER:

AMISTAD HOUSING PARTNERS I LP,
a California limited partnership
By: JHC-Amistad LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation,
its sole Member and Manager
By: ___________________________________
Michael Massie
Chief Development Officer
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SUBORDINATE LENDER:

CITY OF SAN CLEMENTE,
a California municipal corporation
By: _____________________________________
Name: _____________________________
Title: _____________________________
ATTEST:
_________________________________
City Clerk
APPROVED AS TO FORM:

RUTAN & TUCKER, LLP
By: __________________________________
____________________
City Attorney
Dated: _________________________________
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EXHIBIT A
Legal Description
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California )
) ss
County of _______________________ )
On ________________________, 2024 before me, ____________________________________, a Notary Public, personally appeared __________________________________________, who proved to me on the basis of satisfactory evidence to be the person (s) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her their authorized capacity (ies), and that by his/her/their signature (s) on the instrument the person (s), or the entity upon behalf of which the person (s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
(Seal)
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Commercial Collateral
Banner Bank
110 S. Ferrall Street
Spokane, WA 99202
Loan #: 14018445
SPACE ABOVE THIS LINE FOR RECORDER’S USE

SUBORDINATION AGREEMENT
(City of San Clemente)
This SUBORDINATION AGREEMENT (this “Agreement”) dated as of July 1, 2024, is executed by and among (i) BANNER BANK, a Washington banking corporation, as agent (in such capacity, “Agent”), for the CALIFORNIA MUNICIPAL FINANCE AUTHORITY, a joint exercise of powers agency, duly organized and validly existing under the laws of the State of California (“Issuer”), under and pursuant to that certain Master Agency Agreement dated as of July 1, 2024 (as amended from time to time, the “Master Agency Agreement”), by and between Issuer and Agent (Agent, together with any successors and assigns of its interest under the Senior Deed of Trust described below, is referred to herein as “Senior Lender”), (ii) CITY OF SAN CLEMENTE, a California municipal corporation (“Subordinate Lender”), and (iii) AMISTAD HOUSING PARTNERS II LP, a California limited partnership (“Borrower”).

RECITALS:

A. Borrower has applied to Issuer for a tax-exempt loan in the maximum principal amount of ///[$9,910,368]/// (the “Senior Tax-Exempt Loan”), and a taxable loan in the maximum principal amount of ///[$489,632]/// (the “Senior Taxable Loan”; and together with the Senior Tax-Exempt Loan, the “Senior Loan”). Borrower will use the proceeds of the Senior Loan to finance, in part, the acquisition and rehabilitation of a sixty-two (62)-unit multifamily housing project known as “Mendocino at Talega II” (the “Improvements” or the “Project”), on certain real property located in the County of Orange, State of California, more particularly described on Exhibit A attached hereto (the “Land”).

B. Issuer, in order to raise sufficient funds to make the Senior Loan to Borrower, has determined to issue its California Municipal Finance Authority Multifamily Housing Revenue Bonds (Mendocino at Talega II) 2024 Series A in the original principal amount of ///[$9,910,368]/// (the “Tax-Exempt Bonds”), and its California Municipal Finance Authority Multifamily Housing Revenue Bonds (Mendocino at Talega II) 2024 Series B (Taxable) in the original principal amount of ///[$489,632]/// (the “Taxable Bonds”; and together with the TaxExempt Bonds, the “Bonds”). The Senior Loan will be funded with the proceeds of the sale of the 1569
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Bonds to Banner Bank, a Washington banking corporation (in its capacity as holder of the Bonds, “Holder”).

C. The Senior Loan is being made pursuant to that certain Construction and Term Loan Agreement dated as of even date herewith (the “Senior Loan Agreement”), by and between Agent and Borrower. The Senior Tax-Exempt Loan will be evidenced by that certain Promissory Note (Tax-Exempt) dated as of even date herewith (the “Senior Tax-Exempt Note”), executed by Borrower to the order of Lender in the face principal amount of the Senior Tax-Exempt Loan. The Senior Taxable Loan will be evidenced by that certain Promissory Note (Taxable) dated as of even date herewith (the “Senior Taxable Note”; and together with the Senior Tax-Exempt Note, the “Senior Note”), executed by Borrower to the order of Lender in the face principal amount of the Senior Taxable Loan. The Senior Loan will be secured by that certain Construction and Permanent Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of even date herewith (the “Senior Security Instrument”), executed by Borrower for the benefit of Lender and recorded in the Official Records of Orange County, California (the “Official Records”), encumbering, among other things, Borrower’s fee simple interest in the Land and certain personal property described in the Mortgage (collectively, the “Mortgaged Property”).

In accordance with that certain Master Pledge and Assignment dated as of even date herewith (the “Master Pledge”), by and among Issuer, Agent and Holder, the interests of Issuer in this Agreement, the Senior Note, the Senior Security Instrument and the other Loan Documents, excluding the Reserved Rights (as defined in the Master Pledge), are concurrently herewith, being assigned by Lender to Holder, pursuant to that certain Assignment of Deed of Trust and Related Documents dated as of even date herewith (the “Assignment”) and recorded in the Official Records substantially concurrently with the Deed of Trust. The Senior Loan Agreement, the Senior Note, the Senior Security Instrument and all other Loan Documents (as defined in the Senior Loan Agreement) are hereinafter referred to as the “Senior Loan Documents”.

D. Borrower has requested Senior Lender to permit Borrower to assume that certain subordinate loan (the “Subordinated Loan”) from Subordinate Lender to Borrower in the amount of $351,540, and to allow the Subordinate Loan to be secured by a mortgage lien against the Mortgaged Property.

E. Senior Lender has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien against the Mortgaged Property subject to all of the conditions contained in this Agreement.

AGREEMENTS:

NOW, THEREFORE, in order to induce the Senior Lender to permit the Borrower to assume the Subordinate Loan from Subordinate Lender and to keep a subordinate mortgage lien against the Mortgaged Property, and in consideration thereof, Senior Lender, Subordinate Lender and Borrower agree as follows:
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1. Recitals.

The recitals set forth above are incorporated herein by reference.

2. Definitions.

In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below:
“Affiliate” means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual Controlled by, under common Control with, or which Controls such Person, and in all cases any other Person that holds fifty percent (50%) or more of the ownership interests in such Person. “Borrower” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor-inpossession and any other Person (other than Senior Lender) who acquires title to the Mortgaged Property after the date of this Agreement.
“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business.
“City Assignment” means that certain Assignment and Assumption Agreement dated as of _____________, by and among Borrower, Prior Owner and Subordinate Lender, which is recording in the Official Records substantially concurrently herewith. “City Regulatory Agreement” means that certain Regulatory Agreement and Declaration of Restrictive Covenants dated June 26, 2002, executed by and between Prior Owner (as predecessorin-interest to Borrower) and Subordinate Lender, and recorded in the Official Records on June 28, 2002 as Instrument No. 20020548433, and amended pursuant to that certain Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions dated February 1, 2006, by and between Prior Owner (as predecessor-in-interest to Borrower) and Subordinate Lender, and recorded in the Official Records on April 11, 2006 as Instrument No. 2006000239627, as assigned pursuant to the City Assignment.
“Condemnation Action” means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect.
“Control” (including with correlative meanings, the terms “Controlling,” “Controlled by” and “under common Control with”), as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or operations of such entity, whether through the ownership of voting securities, ownership interests or by contract or otherwise.
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“Default Notice” means: (a) a copy of any written notice from Senior Lender to Borrower and Subordinate Lender stating that a Senior Loan Default has occurred under the Senior Loan Documents; or (b) a copy of any written notice from Subordinate Lender to Borrower and Senior Lender stating that a Subordinate Loan Default or a default under the City Regulatory Agreement has occurred under the Subordinate Loan Documents or the City Regulatory Agreement, as applicable. Each Default Notice shall specify the default upon which such Default Notice is based. “Official Records” means the Official Records of Orange County, California. “Person” means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). “Prior Owner” means Jamboree-Tal Housing, L.P., a California limited partnership. “Senior Lender” means the Person named as such in the first paragraph on page 1 of this Agreement.

When any other Person becomes the legal holder of the Senior Note, such other Person shall automatically become the Senior Lender.
“Senior Loan” has the meaning set forth in Recital A, above. “Senior Loan Agreement” has the meaning set forth in Recital C, above. “Senior Loan Default” means the occurrence of an “Event of Default” as that term is defined in the Senior Loan Documents.
“Senior Loan Documents” has the meaning set forth in Recital C, above. “Senior Note” has the meaning set forth in Recital C, above. “Senior Security Instrument” has the meaning set forth in Recital C, above. “Subordinate Lender” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Subordinate Lender, or any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement. “Subordinate Loan Agreement” means that certain Affordable Housing Project Agreement (Phase 2) relating to the Subordinate Loan dated as of June 6, 2001, by and between Subordinate Lender and Jamboree Housing Corporation, as assigned and assumed pursuant to the City Assignment.
“Subordinate Loan Default” means a default by Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default.
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“Subordinate Loan Documents” means the Subordinate Loan Agreement, Subordinate Note, the Subordinate Mortgage, the Subordinate Assignment, any UCC-1 financing statement filed showing Borrower, as debtor, and Subordinate Lender, as secured party, filed in connection with the Subordinate Loan, and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan (but not the City Regulatory Agreement), in each case, to the extent applicable, as assigned and assumed pursuant to the City Assignment. “Subordinate Loan” has the meaning set forth in Recital D, above. “Subordinate Mortgage” means that certain Deed of Trust dated as of October 31, 2002, securing the Subordinate Loan, executed by Prior Owner for the benefit of Subordinate Lender, and recorded in the Official Records on March 31, 2003 as Instrument No. 2003000347377, and which encumbers the Mortgaged Property, as assigned and assumed pursuant to the City Assignment. “Subordinate Note” means that certain Promissory Note Secured By Deed of Trust in the face principal amount of $351,540 dated as of October 31, 2002, executed by Prior Owner to the order of Subordinate Lender, as assigned and assumed pursuant to the City Assignment.

3. Permission to Place Mortgage Lien Against Mortgaged Property.

4. Borrower’s and Subordinate Lender’s Representations and Warranties.

Borrower and Subordinate Lender each makes the following representations and warranties to Senior Lender:
(a) Subordinate Loan Documents.

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(b) Relationship of Borrower to Subordinate Lender and Senior Lender.

The Subordinate Lender is not an Affiliate of the Borrower and is not in possession of any facts which would lead it to believe that the Senior Lender is an Affiliate of the Borrower.

5. Borrower’s Representations and Warranties.

Borrower makes the following representations and warranties to Senior Lender:
(a) Term.

The term of the Subordinate Note does not end before the stated term of the Senior Note. (b) Subordinate Loan Documents and City Regulatory Agreement.

6. Deliveries.

7. Terms of Subordination.
(a) Agreement to Subordinate.

If, after Subordinate Lender receives a Default Notice from Senior Lender in accordance with Section 7(d), Subordinate Lender receives any payments under the Subordinate Loan Documents, Subordinate Lender agrees that such payment or other distribution will be received and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By executing this 1575
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Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior Lender under this Section 7, shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Subordinate Loan Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loan.
(f) Notice of Payment from Other Persons.

8. Default Under Subordinate Loan Documents or City Regulatory Agreement. (a) Notice of Subordinate Loan Default and Cure Rights.

During the term of this Agreement, Subordinate Lender shall deliver to Senior Lender a Default Notice within five (5) Business Days in each case where Subordinate Lender has given a Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercise of Subordinate Lender’s rights and remedies under the Subordinate Loan Documents or the City Regulatory Agreement, as appliable, subject to the provisions of this Agreement. Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default or any default under the City Regulatory Agreement within sixty (60) days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents or the City Regulatory Agreement, as applicable, to the extent permitted under Section 8(b). All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Default or a default under the City Regulatory Agreement shall be deemed to have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan Agreement and the Senior Security Instrument. 1576
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(b) Subordinate Lender’s Agreement to Standstill.

Borrower and Subordinate Lender agree that a Subordinate Loan Default and/or a default under the City Regulatory Agreement shall constitute a Senior Loan Default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default or of any default under the City Regulatory Agreement of which Senior Lender has received a Default Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default or default under the City Regulatory Agreement shall be deemed cured, and the Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to return or otherwise credit for the benefit of Borrower any default rate interest or other default related charges or payments received by Senior Lender during such Senior Loan Default.

9. Default Under Senior Loan Documents.
(a) Notice of Senior Loan Default and Cure Rights.

In the event that such a non-monetary default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender’s secured position relative to the Mortgaged Property, as determined by Senior Lender in its sole discretion, then Senior Lender may exercise during such 60- day period all available rights and remedies to protect and preserve the Mortgaged Property and the rents, revenues and other proceeds from the Mortgaged Property. All amounts paid by the 1577
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Subordinate Lender to the Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by the Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Mortgage.
(b) Cross Default.

Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Loan Default shall not constitute a default under the Subordinate Loan Documents (if no other default has occurred under the Subordinate Loan Documents) until either (1) Senior Lender has accelerated the maturity of the Senior Loan, or (2) Senior Lender has taken affirmative action to exercise its rights under the Senior Loan Documents to collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Loan Documents. At any time after a Senior Loan Default is determined to constitute a default under the Subordinate Loan Documents, Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time Borrower cures any Senior Loan Default to the satisfaction of Senior Lender, as evidenced by written notice from Senior Lender to Subordinate Lender, any default under the Subordinate Loan Documents arising from such Senior Loan Default shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as if such Senior Loan Default had never occurred.

10. Conflict.

11. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents.

Following the occurrence of (1) a Condemnation Action, or (2) a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collectively, a “Casualty”), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply:
(A) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender’s rights under the Senior Loan Documents with respect thereto, and Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Condemnation Action or a Casualty made by Senior Lender; provided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and
(B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Loan) in the manner provided by the Senior Lender Loan Documents; provided, however, that if Senior Lender is entitled to and elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the 1579
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Subordinate Loan Documents, provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in accordance with the rights under its Senior Loan Documents, shall prevail.
(c) Insurance.

Subordinate Lender agrees that all original policies of insurance required pursuant to the Senior Security Instrument shall be held by Senior Lender. The preceding sentence shall not preclude Subordinate Lender from requiring that it be named as a loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property, provided such action does not affect the priority of payment of the proceeds of property damage insurance under the Senior Security Instrument, or that it be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property.
(d) No Modification of Subordinate Loan Documents or City Regulatory Agreement.

12. Conversion, Modification or Refinancing of Senior Loan.

Subordinate Lender consents to any agreement or arrangement in which Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money. Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Loan (including reasonable and necessary costs associated with the closing and/or the refinancing) and, in the event of new mortgage debt, Subordinate Lender shall execute and deliver to Senior Lender a new subordination agreement on the same terms and conditions as this Subordination Agreement; and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all 1580
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references to the Senior Loan, the Senior Note, the Senior Loan Agreement, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean, respectively, the refinance loan, the refinance note loan agreement, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note.

13. Default by Subordinate Lender or Senior Lender.

14. Special Provisions Regarding City Regulatory Agreement (a) Transfers. Notwithstanding anything set forth in the City Regulatory Agreement to the contrary, nothing in the City Regulatory Agreement shall be deemed to restrict or limit, or require the consent of Subordinate Lender to, the following: (i) any foreclosure or deed in lieu of foreclosure of the Senior Security Instrument by Senior Lender or its successor, assigns, or nominee (a “Foreclosure Action”), or (ii) the first subsequent transfer by Senior Lender or its successors, assigns or nominee following a Foreclosure Action. Neither the successor owner initially acquiring title to the Mortgaged Property as a result of a Foreclosure Action, nor its immediate successor in interest, shall be subject to any of the limitations upon creation of indebtedness nor creation of any lien securing indebtedness set forth in the City Regulatory Agreement; provided that any subsequent mortgagee or lienholder with respect to such indebtedness shall agree that in the event of foreclosure or deed in lieu of foreclosure, the transferee under such foreclosure agrees that it will take subject to the Regulatory Agreement; and provided further that all other subsequent encumbrances shall be subject to Subordinate Lender’s approval under the Regulatory Agreement. Any sale, assignment or transfer of the Mortgaged Property following a transfer pursuant to a Foreclosure Action (other than the first transfer thereafter) shall be subject to Subordinate Lender’s rights under the Regulatory Agreement to approve such transfer, except that Subordinate Lender agrees that its decision to approve any such sale, assignment or other transfer will be based solely upon whether the proposed transferee is qualified to manage and operate affordable housing projects similar to the Mortgaged Property, and the Subordinate Lender will not unreasonably withhold, delay or condition its consent to any such proposed transfer.
(b) Compliance with Subordinate Loan Documents. Notwithstanding anything to the contrary set forth in the City Regulatory Agreement, from and after any foreclosure or deed in lieu of foreclosure, neither Senior Lender nor any successor in interest to the Property following any foreclosure or deed in lieu of foreclosure of the Senior Deed of Trust (collectively, the “Successor Owner”), shall be obligated to comply with the terms of any Subordinate Loan Document, and 1581
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neither Senior Lender nor any Successor Owner shall have any obligation to repay the Subordinate Loan.
(c) Indemnification Provisions in City Regulatory Agreement. Notwithstanding anything to the contrary set forth in the City Regulatory Agreement, in no event shall Senior Lender or any Successor Owner be liable to Subordinate Lender for amounts due to the Subordinate Lender under the City Regulatory Agreement as the result of an act or a failure to act occurring prior to the date on which Senior Lender or its successor, assigns, or nominee acquires title to the Mortgaged Property by foreclosure or deed in lieu of foreclosure. (d) Default Under City Regulatory Agreement. No Successor Owner shall be required to cure any default under the Regulatory Agreement first occurring prior to the date upon which such Successor Owner acquired title to the Mortgaged Property, except that each Successor Owner shall be required to cure continuing defaults under the Regulatory Agreement related to the Mortgaged Property; provided further, however, that each such Successor Owner shall have 120 days after the date upon which it acquires title to the Mortgaged Property to cure such continuing defaults, or, if any such continuing default is not reasonably susceptible to a cure by such Successor Owner within such period, to commence curing such default (and in such latter case, such Successor Owner shall thereafter continuously and diligently pursue the cure of such default to completion).

15. Reinstatement.

16. Notices.

Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as “notices” and referred to singly as a “notice”) which the Senior Lender or the Subordinate Lender is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating early morning delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly 1582
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maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two days after mailing in the United States), addressed to the respective parties as follows:

SENIOR LENDER:

Banner Bank
5930 Granite Lake Drive
Suite 170
Granite Bay, California 95748
Attention: Waheed Karim
Loan No. 14018445
SUBORDINATE LENDER:

City of San Clemente
City Hall, 100 Avenida Presidio
San Clemente, California 92672
Attention: _______________
Either party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt.

17. General.
(a) Assignment/Successors.

Wherever Senior Lender’s consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate 1583
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Lender’s consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement.
(d) Further Assurances.

This Agreement shall not be amended except by written instrument signed by all parties hereto.
(f) Governing Law.

Nothing in this Agreement shall limit Senior Lender’s (including any assignee or transferee of Senior Lender) right to sell or transfer the Senior Loan, or any interest in the Senior Loan. The 1584
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Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower. [Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative.

Where applicable law so provides, Borrower, Senior Lender, and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument.

SENIOR LENDER:

BANNER BANK,
a Washington banking corporation, as Agent under
that certain Master Agency Agreement dated as
of July 1, 2024, between Issuer and Agent
By: _______________________________
Waheed Karim
Vice President
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BORROWER:

AMISTAD HOUSING PARTNERS II LP,
a California limited partnership
By: JHC-Amistad II LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation,
its sole Member and Manager
By: ___________________________________
Michael Massie
Chief Development Officer
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SUBORDINATE LENDER:

RUTAN & TUCKER, LLP
By: __________________________________
____________________
City Attorney
Dated: _________________________________
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EXHIBIT A
Legal Description
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
1591
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
1592
LPR Subord. Agrmt Page 1 of 9
Rev: 3/5/2024
Prep: (City of San Clementine Loan)
Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)

FREE RECORDING IN ACCORDANCE

WITH CALIFORNIA GOVERNMENT
CODE SECTION 27383 and 27388.1.

RECORDING REQUESTED BY, AND
WHEN RECORDED, MAIL TO:

State of California
Department of Housing and
Community Development
Loan Portfolio Restructuring Program
P. O. Box 952052
Sacramento, CA 94252-2052
Attn: Legal Affairs Division
24-LPR-0099

SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY

INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

THIS SUBORDINATION AGREEMENT (the "Agreement") is dated as of June 3, 2024, for reference purposes only, and is entered into by and among City of San Clemente, a California municipal corporation (the "Junior Lienholder"), Amistad Housing Partners I LP, a California limited partnership (the “Borrower”), and the Department of Housing and Community Development, a public agency of the State of California (the "Senior Lender").

The Junior Lienholder Loan is evidenced by a certain promissory note (the “Junior Lienholder Note”), secured by a certain deed of trust (the “Junior Lienholder Deed of Trust”) recorded on March 28, 2002, as Instrument No. 20020259158 in the Official Records of Orange County, Attachment 10
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LPR Subord. Agrmt Page 2 of 9
Rev: 3/5/2024
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Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)
California (the “Official Records”). The Junior Lienholder and Former Borrower have also entered into a regulatory agreement affecting the use and occupancy of the Development, recorded on August 1, 2001, as Instrument No. 20010525827 in the Official Records (the “Junior Lienholder Regulatory Agreement”). The Junior Lienholder Regulatory Agreement was amended by a certain Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions recorded on April 11, 2006, as Instrument No. 2006000239626 in the Official Records (the “Junior Lienholder First Amendment to Regulatory Agreement”).

C. The Former Borrower has assigned its rights, title and interest to the Borrower under a certain Assignment and Assumption Agreement to be recorded concurrently in the Official Records (the “Assignment and Assumption”).

D. Borrower and Junior Lienholder have entered into an Amendment No. 2 to Regulatory Agreement and Declaration of Covenants and Restrictions (the “Junior Lienholder Second Amendment to Regulatory Agreement”), recorded substantially concurrently herewith in the Official Records.

D. The Junior Lienholder Deed of Trust, the Junior Lienholder Regulatory Agreement, the Junior Lienholder First Amendment to Regulatory Agreement, the Junior Lienholder Second Amendment to Regulatory Agreement, the Assignment and Assumption, and all other documents evidencing or securing the Junior Lienholder Loan are collectively referred to herein as the “Junior Lienholder Documents.” E. In order to finance the development of the Improvements, the Senior Lender has agreed to allow the Borrower to restructure an existing Senior Lender loan into a new Loan Portfolio Restructuring Program Loan in a sum not to exceed Six Million Four Hundred Seventy One Thousand Two Hundred Ninety One and 38/100 Dollars ($6,471,291.38) with accrued interest thereon (the "LPR Loan"), subject to the terms and conditions of: (i) a regulatory agreement restricting the use and occupancy of the Development and the income derived therefrom which shall be dated as of even date herewith and recorded concurrently herewith as an encumbrance on the Property in the Official Records (the "LPR Regulatory Agreement"), and (ii) other loan documents. The LPR Loan will be evidenced by a promissory note (the "LPR Note"), the repayment of which will be secured by, among other things, a deed of trust by Borrower as trustor, to Senior Lender as beneficiary, recorded concurrently herewith as an encumbrance on the Property in the Official Records (the "LPR Deed of Trust"), and by such other security as is identified in other loan documents. The LPR Regulatory Agreement, LPR Note, LPR Deed of Trust, and any and all other documents evidencing or securing the LPR Loan shall hereinafter be collectively referred to as the “Senior Lender Documents.” F. The Senior Lender is willing to make the LPR Loan provided the Senior Lender Documents are liens, claims or charges upon the Development prior and superior to the Junior Lienholder Documents, and provided that the Junior Lienholder specifically and unconditionally subordinates and subjects the Junior Lienholder Documents to the liens, claims or charges of 1594
LPR Subord. Agrmt Page 3 of 9
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Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)
the Senior Lender Documents.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to induce the Senior Lender to make its LPR Loan, it is hereby declared, understood and agreed as follows:

1. The Senior Lender Documents, and any and all renewals, modifications, extensions or advances thereunder or secured thereby (including interest thereon) shall unconditionally be and remain at all times liens, claims, or charges on the Development prior and superior to the Junior Lienholder Documents, and to all rights and privileges of the Junior Lienholder thereunder; and the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder are hereby irrevocably and unconditionally subject and made subordinate to the liens, claims or charges of the Senior Lender Documents.

2. This Agreement shall be the whole and only agreement with regard to the subordination of the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder, to the liens, claims or charges of the Senior Lender Documents, and this Agreement shall supersede and cancel any prior agreements to subordinate the claims, liens or charges of, but only insofar as would affect the priority between the claims, liens or charges of the Junior Lienholder Documents to the Senior Lender Documents including, but not limited to, those provisions, if any, contained in the Junior Lienholder Documents, which provide for the subordination of the lien or charge thereof to another lien or charge on the Property or the Improvements.

3. The Junior Lienholder declares, agrees and acknowledges that:
(a) The Junior Lienholder consents and approves (i) all provisions of the LPR Note, the LPR Deed of Trust and the LPR Regulatory Agreement, and (ii) all agreements among the Junior Lienholder, Borrower and Senior Lender for the disbursement of the proceeds of the LPR Loan, including without limitation any loan escrow agreements which have been provided to the Junior Lienholder for review; (b) The Senior Lender, in making disbursements of the LPR Loan pursuant to the LPR Note or any other agreement, is under no obligation or duty to, nor has the Senior Lender represented that it will, see to the application of such proceeds by the person or persons to whom the Senior Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; (c) That none of the execution, delivery or recordation of any of the LPR Note, 1595
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Rev: 3/5/2024
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Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)
LPR Deed of Trust, or LPR Regulatory Agreement, or the performance of any provision, condition, covenant or other term thereof, will conflict with or result in a breach of the Junior Lienholder Documents or the Junior Lienholder Note; and (d) The Junior Lienholder intentionally and unconditionally waives, relinquishes, subjects and subordinates the claims, liens or charges upon the Development of the Junior Lienholder Documents, all present and future indebtedness and obligations secured thereby, in favor of the claims, liens or charges upon the Development of the Senior Lender Documents, and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination, the LPR Loan and advances thereof are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination.

4. Senior Lender hereby agrees, but only as a separate and independent covenant of the Senior Lender and not as a condition to the continued effectiveness of the covenants and agreements of the Borrower and the Junior Lienholder as set forth herein, as follows:
(a) Following a notice from the Senior Lender to the Borrower that a default or breach exists under the terms of the Senior Lender Documents and each of them, the Senior Lender shall promptly (but in no event later than the following business day) send a copy of such notice to the Junior Lienholder and the Junior Lienholder shall have the right, but not the obligation, to cure the default as follows:
(i) If the default is reasonably capable of being cured within thirty (30) days, as determined by the Senior Lender in its sole discretion, the Junior Lienholder shall have such period to effect a cure prior to exercise of remedies by Senior Lender under the Senior Lender Documents, or such longer period of time as may be specified in the Senior Lender Documents.
(ii) If the default is such that it is not reasonably capable of being cured within thirty (30) days, as determined by the Senior Lender in its sole discretion, or such longer period if so specified, and if the Junior Lienholder (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 the Junior Lienholder shall have such additional time as is determined by the Senior Lender, in its sole discretion, to be reasonably necessary to cure the default prior to exercise of any remedies by Senior Lender.
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LPR Subord. Agrmt Page 5 of 9
Rev: 3/5/2024
Prep: (City of San Clementine Loan)
Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)
In no event shall Senior Lender 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, or such longer period of time as may be specified in the Senior Lender Documents.

Nothing in this subparagraph (a) is intended to modify any covenant, term or condition contained in the Senior Lender Documents, including, without limitation, the covenant against creating or recording any liens or encumbrances against the Property without the prior written approval of the Senior Lender.
(b) The provisions of this paragraph 4 are intended to supplement, and not to limit, waive, modify or replace, those provisions of law pertaining to notice and cure rights of junior lenders including, without limitation, those set forth in California Civil Code sections 2924b and 2924c.

5. The Senior Lender would not make the LPR Loan without this Agreement.

6. This Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

8. In the event that any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in such action.

NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH

ALLOWS THE PERSON (OR ENTITY) OBLIGATED ON YOUR REAL PROPERTY

SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and agree to be bound hereby:
[The remainder of this document is intentionally left blank. Signatures begin on page six. All signatures must be acknowledged.]
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LPR Subord. Agrmt Page 6 of 9
Rev: 3/5/2024
Prep: (City of San Clementine Loan)
Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)
JUNIOR LIENHOLDER:

City of San Clemente,
a California municipal corporation
By:

Name:

Title:

APPROVED AS TO FORM:

BY:

NAME:

ITS:
[Signatures continue on page 7 of this Subordination Agreement and Estoppel Certificate. The remainder of this page is blank.]
1598
LPR Subord. Agrmt Page 7 of 9
Rev: 3/5/2024
Prep: (City of San Clementine Loan)
Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)
BORROWER:

Amistad Housing Partners I LP,
a California limited partnership
By: JHC-Amistad LLC,
a California limited liability company
Its: Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation
Its: Sole Member and Manager
By: ___________________________________
Michael Massie, Executive Vice President and
Chief Development Officer
[Signatures continue on page 8 of this Subordination Agreement and Estoppel Certificate. The remainder of this page is blank.]
1599
LPR Subord. Agrmt Page 8 of 9
Rev: 3/5/2024
Prep: (City of San Clementine Loan)
Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)
SENIOR LENDER:

Department of Housing and Community Development,
a public agency of the State of California
By:

Emeline T. Alvarez, Manager
Transactions Unit
[All signatures must be acknowledged.]
[The remainder of this page is blank.]
1600
LPR Subord. Agrmt Page 9 of 9
Rev: 3/5/2024
Prep: (City of San Clementine Loan)
Dev: Mendocino at Talega I
Assessor’s Identification Number: 701-041-39
Loan No.: 24-LPR-0099 (Formerly, 00-MHP-0064)

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of San Clemente, County of Orange, State of California, described as follows:

LOT 1 OF TRACT NO. 13898, AS SHOWN ON A MAP FILED IN BOOK 817, PAGES 36 TO 40 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

EXCEPTING THEREFROM ALL OIL, GAS, AND MINERAL RIGHTS, AS RESERVED BY TALEGA ASSOCIATES, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, RECORDED AUGUST 8, 2000 AS INSTRUMENT NO. 20000414218 OF OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS,

NATURAL GAS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY

WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED

FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PARCEL OF

LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF

DRILLING, MINING, EXPLORING AND OPERATING THEREFOR, AND STORING IN AND

REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE

RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER

THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND

SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND

HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR

DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR

BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP,

MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT,

HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND

HEREINABOVE DESCRIBED, AS RESERVED BY TALEGA ASSOCIATES, LLC, IN THE DEED RECORDED AUGUST 01, 2001 AS INSTRUMENT NO. 20010525823 OF OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM ALL WATER AND WATER RIGHTS, IF ANY,

INCLUDING WITHIN AND UNDERLYING SAID LAND, AS RESERVED IN THE SAME DEED.

APN: 701-041-39
1601
LPR Subord. Agrmt Page 1 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)

FREE RECORDING IN ACCORDANCE

WITH CALIFORNIA GOVERNMENT
CODE SECTION 27383 and 27388.1.

RECORDING REQUESTED BY, AND
WHEN RECORDED, MAIL TO:

State of California
Department of Housing and
Community Development
Loan Portfolio Restructuring Program
P. O. Box 952052
Sacramento, CA 94252-2052
Attn: Legal Affairs Division
24-LPR-0098
____

SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY

INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

THIS SUBORDINATION AGREEMENT (the "Agreement") is dated as of June 3, 2024, for reference purposes only, and is entered into by and among the City of San Clemente, a California municipal corporation (the "Junior Lienholder"), Amistad Housing Partners II LP, a California limited partnership (the "Borrower"), and the Department of Housing and Community Development, a public agency of the State of California (the "Senior Lender").

RECITALS
A. Borrower is the owner of the fee simple interest in that real property described in Exhibit A attached hereto and made a part hereof (the "Property"). The Borrower has acquired and is rehabilitating a 62-unit multifamily residential rental development on the Property (the "Improvements"). The Property and the Improvements are sometimes referred to collectively as the "Development."
B. The Junior Lienholder has made a loan to Jamboree-Tal Housing II, L.P., a California limited partnership (“the Former Borrower”) in the principal sum of Three Hundred Fifty One Thousand Five Hundred Forty and no/100 Dollars ($351,540.00) (the "Junior Lienholder Loan"). The Junior Lienholder Loan is evidenced by a certain promissory note (the “Junior Lienholder Note”), secured by a certain deed of trust (the “Junior Lienholder Deed of Attachment 11
1602
LPR Subord. Agrmt Page 2 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)
Trust”) recorded on March 31, 2003, as Instrument No. 2003000347377, in the Official Records of Orange County, California (the “Official Records”). The Junior Lienholder and Former Borrower have also entered into a Regulatory Agreement and Declaration of Covenants and Restrictions affecting the use and occupancy of the Development, recorded on June 28, 2002, as Instrument No. 20020548433, in the Official Records (the “Junior Lienholder Regulatory Agreement”), as amended by that certain Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions, recorded on April 11, 2006, as Instrument No. 2006000239627, in the Official Records (the “Junior Lienholder First Amendment to Regulatory Agreement”).

C. The Former Borrower has assigned its rights, title, and interest to the Borrower under a certain Assignment and Assumption Agreement to be recorded substantially concurrently herewith in the Official Records (the “Assignment and Assumption”).

D. Borrower and the Junior Lienholder have also entered into an Amendment No. 2 to Regulatory Agreement and Declaration of Covenants and Restrictions (the “Junior Lienholder Second Amendment to Regulatory Agreement”), recorded substantially concurrently herewith in the Official Records.

E. The Junior Lienholder Deed of Trust, the Junior Lienholder Regulatory Agreement, the Junior Lienholder First Amendment to Regulatory Agreement, the Junior Lienholder Second Amendment to Regulatory Agreement, the Assignment and Assumption, and all other documents evidencing or securing the Junior Lienholder Loan are collectively referred to herein as the “Junior Lienholder Documents.” F. In order to finance the development of the Improvements, the Senior Lender has agreed to allow the Borrower to restructure an existing Senior Lender loan into a new Loan Portfolio Restructuring Program Loan in a sum not to exceed Four Million Seven Hundred Forty Four Thousand One Hundred Fifty Nine and 30/100 Dollars ($4,744,159.30) with accrued interest thereon (the "LPR Loan"), subject to the terms and conditions of: (i) that certain senior regulatory agreement (the “LPR Senior Regulatory Agreement” or “Affordability Restrictions”) and that certain junior regulatory agreement (the “LPR Junior Regulatory Agreement”) restricting the use and occupancy of the Development and the income derived therefrom which shall be dated as of even date herewith and recorded concurrently herewith as an encumbrance on the Property in the Official Records (collectively, the "LPR Regulatory Agreements"), and (ii) other loan documents. The LPR Loan will be evidenced by a promissory note (the "LPR Note"), the repayment of which will be secured by, among other things, a deed of trust by Borrower as trustor, to Senior Lender as beneficiary, recorded concurrently herewith as an encumbrance on the Property in the Official Records (the "LPR Deed of Trust"), and by such other security as is identified in other loan documents. The LPR Regulatory Agreements, LPR Note, LPR Deed of Trust, and any and all other documents evidencing or securing the LPR Loan shall hereinafter 1603
LPR Subord. Agrmt Page 3 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)
be collectively referred to as the “Senior Lender Documents.” G. The Senior Lender is willing to make the LPR Loan provided the Senior Lender Documents are liens, claims or charges upon the Development prior and superior to the Junior Lienholder Documents, and provided that the Junior Lienholder specifically and unconditionally subordinates and subjects the Junior Lienholder Documents to the liens, claims or charges of the Senior Lender Documents.

3. The Junior Lienholder declares, agrees and acknowledges that:
(a) The Junior Lienholder consents and approves (i) all provisions of the LPR Note, the LPR Deed of Trust and the LPR Regulatory Agreements, and (ii) all agreements among the Junior Lienholder, Borrower and Senior Lender for the disbursement of the proceeds of the LPR Loan, including without limitation any loan escrow agreements which have been provided to the Junior Lienholder for review; 1604
LPR Subord. Agrmt Page 4 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)
(b) The Senior Lender, in making disbursements of the LPR Loan pursuant to the LPR Note or any other agreement, is under no obligation or duty to, nor has the Senior Lender represented that it will, see to the application of such proceeds by the person or persons to whom the Senior Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; (c) That none of the execution, delivery or recordation of any of the LPR Note, LPR Deed of Trust, or LPR Regulatory Agreements, or the performance of any provision, condition, covenant or other term thereof, will conflict with or result in a breach of the Junior Lienholder Documents or the Junior Lienholder Note; and (d) The Junior Lienholder intentionally and unconditionally waives, relinquishes, subjects and subordinates the claims, liens or charges upon the Development of the Junior Lienholder Documents, all present and future indebtedness and obligations secured thereby, in favor of the claims, liens or charges upon the Development of the Senior Lender Documents, and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination, the LPR Loan and advances thereof are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination.

4. Senior Lender hereby agrees, but only as a separate and independent covenant of the Senior Lender and not as a condition to the continued effectiveness of the covenants and agreements of the Borrower and the Junior Lienholder as set forth herein, as follows:
(a) Following a notice from the Senior Lender to the Borrower that a default or breach exists under the terms of the Senior Lender Documents and each of them, the Senior Lender shall promptly (but in no event later than the following business day) send a copy of such notice to the Junior Lienholder and the Junior Lienholder shall have the right, but not the obligation, to cure the default as follows:
(i) If the default is reasonably capable of being cured within thirty (30) days, as determined by the Senior Lender in its sole discretion, the Junior Lienholder shall have such period to effect a cure prior to exercise of remedies by Senior Lender under the Senior Lender Documents, or such longer period of time as may be specified in the Senior Lender Documents.
(ii) If the default is such that it is not reasonably capable of being cured 1605
LPR Subord. Agrmt Page 5 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)
within thirty (30) days, as determined by the Senior Lender in its sole discretion, or such longer period if so specified, and if the Junior Lienholder (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 the Junior Lienholder shall have such additional time as is determined by the Senior Lender, in its sole discretion, to be reasonably necessary to cure the default prior to exercise of any remedies by Senior Lender.

In no event shall Senior Lender 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, or such longer period of time as may be specified in the Senior Lender Documents.

5. The Senior Lender would not make the LPR Loan without this Agreement.

6. This Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

9. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. 1606
LPR Subord. Agrmt Page 6 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)
NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH

ALLOWS THE PERSON (OR ENTITY) OBLIGATED ON YOUR REAL PROPERTY

SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and agree to be bound hereby:

JUNIOR LIENHOLDER:

City of San Clemente,
a California municipal corporation
By:

Name: _______
Title: _______
APPROVED AS TO FORM:

BY: ____
NAME:

ITS:
[All signatures must be acknowledged.]
[Signatures continue on page 7 of this Subordination Agreement and Estoppel Certificate. The remainder of this page is intentionally left blank.] 1607
LPR Subord. Agrmt Page 7 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)
BORROWER:

Amistad Housing Partners II LP,
a California limited partnership
By: JHC-Amistad II LLC,
a California limited liability company
Its: Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation
Its: Sole Member and Manager
By: _________________________________
Michael Massie, Executive Vice President and
Chief Real Estate Development Officer
[All signatures must be acknowledged.]
[Signatures continue on page 8 of this Subordination Agreement and Estoppel Certificate. The remainder of this page is intentionally left blank.] 1608
LPR Subord. Agrmt Page 8 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)
SENIOR LENDER:

Department of Housing and Community
Development, a public agency of the
State of California
By:

Emeline T. Alvarez, Manager
Transactions Unit
[All signatures must be acknowledged.]
[The remainder of this page is intentionally left blank.] 1609
LPR Subord. Agrmt Page 9 of 9
Rev: 03/05/2024
Prep: 05/10/2024 (City of San Clemente)
Dev: Mendocino at Talega II (formerly, Talega Jamboree Phase II) Assessor’s Identification Number: 701-041-38
Loan No.: 24-LPR-0098 (formerly, 01-MHP-081)

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of San Clemente, County of Orange, State of California, described as follows:

LOT 2 OF TRACT NO. 13898, AS SHOWN ON A MAP FILED IN BOOK 817, PAGES 36 TO 40 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

EXCEPTING THEREFROM ALL WATER AND WATER RIGHTS, IF ANY, INCLUDED

WITHIN AND UNDERLYING THE DISTINCTIVE BORDER OF THIS TRACT MAP AS

DEDICATED TO THE SANTA MARGARITA WATER DISTRICT ON THE MAP OF SAID TRACT.

ALSO EXCEPTING THEREFROM ANY AND ALL UNPROCESSED OIL, OIL RIGHTS,

MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER

HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND

ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN

OR UNDER THE PROPERTY, TOGETHER WITH THE PERPETUAL RIGHT OF

DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR AND STORING IN

AND REMOVING THE SAME FROM THE PROPERTY OR ANY OTHER LAND AS

DESCRIBED THEREIN, BUT WITHOUT THE RIGHT TO ENTER UPON OR USE THE

SURFACE OF THE PROPERTY TO DRILL, MINE, STORE, EXPLORE, OR OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE PROPERTY, RECORDED JUNE 28, 2002 AS INSTRUMENT NO. 20020548428.

APN: 701-041-38
1610
County -San Clemente 1
Talega I (HOME loan)
Subordination Agreement

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

County of Orange
OC Community Resources/
OC Housing & Community Development
1501 E. St. Andrew Place, 1st Floor, Santa Ana, CA 92705 Attn: Director
_______________________________________________________________________________

SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement") is entered as of _______________2024 by and among (i) COUNTY OF ORANGE, a political subdivision of the State of California, (the "County") (ii) CITY OF SAN CLEMENTE, a California municipal corporation (the "Subordinate Lender"), and (iii) AMISTAD HOUSING PARTNERS I LP, a California limited partnership (the "Borrower").

RECITALS
A. The County has made a loan (the "Senior Mortgage Loan") to the Borrower in the original principal amount of Five Hundred Thousand Dollars ($500,000). The Senior Mortgage Loan is or will be secured by a senior mortgage lien (the "Senior Mortgage") on a multifamily housing project known as Talega I, located in the San Clemente, CA (the "Property”) and as more fully described in Exhibit “A” attached hereto. The Borrower's obligation to repay the Senior Mortgage Loan is evidenced by a Promissory Note of even date herewith (the "Senior Mortgage Note").

B. The Borrower’s predecessor in interest Jamboree-Tal Housing, L.P. and the Subordinate Lender have previously entered into an agreement pursuant to which the Subordinate Lender has agreed to lend Borrower the amount of $613,080 (the “Subordinate Loan”) which Subordinate Loan is secured by a deed of trust recorded on March 28, 2002 as Instrument No. 20020259158 of Official Records of Orange County against the Property.

C. The County has agreed to permit the Subordinate Loan to remain as subordinate mortgage lien against the Property subject to all of the conditions contained in this Agreement.

D. The Subordinate Lender has agreed to subordinate its mortgage lien to the lien of the Senior Mortgage.

NOW, THEREFORE, in consideration of for foregoing Recitals, which are incorporated herein by this reference and made a part of this Agreement, the County, the Subordinate Lender and the Borrower agree as follows:

Attachment 12
1611
County -San Clemente 2
Talega I (HOME loan)
Subordination Agreement

DEFINITIONS
In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below:
“Affiliate” means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual controlled by, under common control with, or which controls such Person (the term "control" for these purposes shall mean the ability, whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively presumed in the case of the ownership of 50% or more of the equity interests).
“Borrower” means Amistad Housing Partners I LP, a California limited partnership and any other Person (other than the County) who acquires title to the Property after the date of this Agreement.
“Business Day” means any day other than Saturday, Sunday or a day on which the County is not open for business.
“City Regulatory Agreement” means that certain Regulatory Agreement and Declaration of Restrictive Covenants dated July 31, 2001, executed by and between Prior Owner (as predecessor-in-interest to Borrower) and Subordinate Lender, and recorded in the Official Records on August 1, 2001 as Instrument No. 20010525827, as amended by that certain Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions dated February 1, 2006, between Prior Owner (as predecessor-in-interest to Borrower) and Subordinate Lender which recorded in the Official Records on April 11, 2006 as Instrument No. 2006000239626, and assigned pursuant to the City Assignment, and as further amended by that certain Second Amendment to Regulatory Agreement and Declaration of Restricted Covenants dated as of _____________, executed by Borrower and Subordinate Lender, which is recording in the Official Records substantially concurrently herewith. “County” means the County of Orange, a political subdivision of the State of California. “Default Notice” means: (a) a copy of the written notice from the County to the Borrower stating that a Senior Mortgage Loan Default has occurred under the Senior Mortgage Loan; or (b) a copy of the written notice from the Subordinate Lender to the Borrower stating that a Subordinate Loan Default has occurred under the Subordinate Loan or that a Regulatory Agreement Default has occurred under the City Regulatory Agreement. Each Default Notice shall specify the default upon which such Default Notice is based.
“Person” means an individual, estate, trust, partnership, corporation, limited liability company, limited liability partnership, governmental department or agency or any other entity which has the legal capacity to own property.
1612
County -San Clemente 3
Talega I (HOME loan)
Subordination Agreement
“Regulatory Agreement Default” means a default by the Borrower in performing or observing any of the terms, covenants or conditions in the City Regulatory Agreement to be performed or observed by it, which continues beyond any applicable period provided in the City Regulatory Agreement for curing the default.
“Senior Mortgage Loan Default” means the occurrence of either a default by the Borrower in performing or observing any of the terms, covenants or conditions in the Senior Mortgage Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Senior Mortgage Loan Documents for curing the default, or an “Event of Default” as that term is defined in the Senior Mortgage Loan Documents. “Senior Mortgage Loan Documents” means the Senior Mortgage Note and all other documents evidencing, securing or otherwise executed and delivered in connection with the Senior Mortgage Loan.
“Subordinate Lender” means the City of San Clemente, a California municipal corporation, and any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement.
“Subordinate Loan Default” means a default by the Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default.
“Subordinate Loan Documents” means the Subordinate Note, the Subordinate Mortgage, and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan.
“Subordinate Mortgage” means the mortgages or deeds of trust encumbering the Property as security for the Subordinate Loan, which were previously recorded in the applicable land records. “Subordinate Note” means the promissory notes issued by the Borrower to the Subordinate Lender to evidence the Subordinate Loans.

SECTION 1 --COUNTY CONSENT TO MORTGAGE LIEN

1. Permission to Place Mortgage Lien Against Property.

The County has agreed and hereby consents to, notwithstanding the prohibition against inferior liens on the Property contained in the Senior Mortgage Loan Documents and subject to the provisions of this Agreement, the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Property (which are subordinate in all respects to the lien of the Senior Mortgage) which secure the Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of the Borrower to the Subordinate Lender under and in connection with the Subordinate Loan. Such consent is subject to the condition that each of the representations and warranties made by the Borrower and the Subordinate Lender in Section 3 are true and correct as of the date of this Agreement. If any of the representations and warranties made by the Borrower and the Subordinate Lender in Section 2 is not true and correct as of the date of this 1613
County -San Clemente 4
Talega I (HOME loan)
Subordination Agreement
Agreement, the provisions of the Senior Mortgage Loan Documents applicable to unpermitted liens on the Property shall apply.

SECTION 2 - BORROWER AND LENDER REPRESENTATIONS AND WARRANTIES

2. Borrower's and Subordinate Lender's Representations and Warranties.

2.1. The Borrower and the Subordinate Lender each makes the following representations and warranties to the County:

2.1.1. Relationship of Borrower to Subordinate Lender and Borrower. The Subordinate Lender is not an Affiliate of the Borrower and is not in possession of any facts that would lead it to believe that the Subordinate Lender is an Affiliate of the Borrower.

SECTION 3 - BORROWER'S REPRESENTATIONS AND WARRANTIES

3. Borrower's Representations and Warranties.

3.1. The Borrower makes the following representations and warranties to the County and City:

3.1.1. Subordinate Loan Documents. The executed Subordinate Loan Documents are substantially in the same forms as those submitted to, and approved by, County prior to the date of this Agreement. Borrower shall deliver to County an executed copy of each of the Subordinate Loan Documents, certified to be true, correct and complete.

3.1.2. Senior Loan Documents. The executed Senior Loan Documents are substantially in the same forms as, when applicable, those submitted to Subordinate Lender prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

SECTION 4 - SUBORDINATION

4. Terms.

4.1. Subordinate Lender Agreement to Subordinate. The County and the Subordinate Lender agree that: (i) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement to the prior payment in full of the indebtedness evidenced by the Senior Mortgage Loan Documents, and (ii) the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Mortgage and the other Senior Mortgage Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Mortgage and the other Senior Mortgage Loan Documents (including but not limited to, all sums advanced for the purposes of (1) protecting or further securing the lien of the Senior Mortgage, curing defaults by the Borrower under the Senior Mortgage Loan Documents or for any other purpose expressly permitted by the 1614
County -San Clemente 5
Talega I (HOME loan)
Subordination Agreement
Senior Mortgage, or (2) constructing, renovating, repairing, furnishing, fixturing or equipping the Property).

4.2. Subordinate Lender Subordination of Subrogation Rights. The Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of the Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien on the Property which (but for this subsection) would be senior to the lien of the Senior Mortgage, then, in that event, such lien shall be subject and subordinate to the lien of the Senior Mortgage.

4.3. Payments Before Senior Mortgage Loan Default. Until the Subordinate Lender receives a Default Notice of a Senior Mortgage Loan Default from the County, the Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents.

4.4. Payments After Senior Mortgage Loan Default. The Borrower agrees that, after it receives notice (or otherwise acquires knowledge) of a Senior Mortgage Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorney's fees, or any other sums secured by the Subordinate Mortgage) without the County's prior written consent. The Subordinate Lender agrees that, after it receives a Default Notice from the County with written instructions directing the Subordinate Lender not to accept payments from the Borrower on account of the Subordinate Loans, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorney's fees, or any other sums secured by the Subordinate Mortgages) without the County's prior written consent. If the Subordinate Lender receives written notice from the County that the Senior Mortgage Loan Default that gave rise to the Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by the County, the restrictions on payment to the Subordinate Lender in this Section 4.4 shall terminate, and the County shall have no right to any subsequent payments made to the Subordinate Lender by the Borrower prior to the Subordinate Lender's receipt of a new Default Notice from the County in accordance with the provisions of this Section 4.4.

4.5. Remitting Subordinate Loan Payments to County. If, after the Subordinate Lender receives a Default Notice from the County in accordance with subsection 4.4 above, the Subordinate Lender receives any payments under the Subordinate Loan Documents, the Subordinate Lender agrees that such payment or other distribution will be received and held in trust for the County and unless the County otherwise notifies the Subordinate Lender in writing, will be promptly remitted, in kind to the County, properly endorsed to the County, to be applied to the principal of, interest on and other amounts due under the Senior Mortgage Loan Documents in accordance with the provisions of the Senior Mortgage Loan Documents. By executing this Agreement, the Borrower specifically authorizes the Subordinate Lender to endorse and remit any such payments to the County, and specifically waives any and all rights to have such payments returned to the Borrower or credited against the Subordinate Loans. Borrower and County acknowledge and agree that payments received by the Subordinate Lender, and remitted to the County under this Section 4.5, shall not be applied or otherwise credited against the Subordinate Loans, nor shall the tender of such payment to the County waive any Subordinate Loan Default 1615
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which may arise from the inability of the Subordinate Lender to retain such payment or apply such payment to the Subordinate Loans.

4.6. Subordinate Lender Agreement Not to Commence Bankruptcy Proceeding.

The Subordinate Lender agrees that during the term of this Agreement it will not commence, or join with any other creditor in commencing any bankruptcy reorganization, arrangement, insolvency or liquidation proceedings with respect to the Borrower, without the County's prior written consent.

SECTION 5 – DEFAULT OF SUBORDINATE LOAN DOCUMENTS

5. Terms.

5.1. Notice of Default and Cure Rights. The Subordinate Lender shall deliver to the County a Default Notice within five (5) Business Days in each case where the Subordinate Lender has given a Default Notice to the Borrower. Failure of the Subordinate Lender to send a Default Notice to the County shall not prevent the exercise of the Subordinate Lender's rights and remedies under the Subordinate Loan Documents, subject to the provisions of this Agreement. The County shall have the right, but not the obligation, to cure any Subordinate Loan Default or Regulatory Agreement Default (as applicable) within sixty (60) days following the date of such notice; provided, however that the Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents. All amounts paid by the County in accordance with the Senior Mortgage Loan Documents to cure a Subordinate Loan Default or Regulatory Agreement Default (as applicable) shall be deemed to have been advanced by the County pursuant to, and shall be secured by the lien of, the Senior Mortgage.

5.2. Subordinate Lender's Exercise of Remedies After Notice to County. If a Subordinate Loan Default or Regulatory Agreement Default occurs and is continuing, the Subordinate Lender agrees that, without the County's prior written consent, it will not commence foreclosure proceedings with respect to the Property under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the Subordinate Loan Documents, including, but not limited to accelerating one or both of the Subordinate Loans, collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies thereunder unless and until it has given the County at least sixty (60) days' prior written notice; during such sixty (60) day period, however, the Subordinate Lender shall be entitled to exercise and enforce all other rights and remedies available to the Subordinate Lender under the Subordinate Loan Documents and/or under applicable laws.

5.3. Cross Default. The Borrower and the Subordinate Lender agree that any of a Subordinate Loan Default or Regulatory Agreement Default shall constitute a Senior Mortgage Loan Default under the Senior Mortgage Loan Documents and the County shall have the right to exercise all rights or remedies under the Senior Mortgage Loan Documents in the same manner as in the case of any other Senior Mortgage Loan Default. If the Subordinate Lender notifies the County in writing that any Subordinate Loan Default or Regulatory Agreement Default of which the County has received a Default Notice has been cured or waived, as determined by the Subordinate Lender in its sole discretion, then provided that County has not conducted a sale of the Property pursuant to its rights under the Senior Mortgage Loan Documents, any Senior Mortgage Loan Default under the Senior Mortgage Loan Documents arising solely from such Subordinate Loan 1616
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Default or Regulatory Agreement Default shall be deemed cured, and the Senior Mortgage Loan shall be reinstated, provided, however, that the County shall not be required to return or otherwise credit for the benefit of the Borrower any default rate interest or other default related charges or payments received by the County during such Senior Mortgage Loan Default.

SECTION 6 – DEFAULT UNDER SENIOR MORTGAGE LOAN DOCUMENTS

6. Terms.

6.1. Notice of Default and Cure Rights. The County shall deliver to the Subordinate Lender a Default Notice within five (5) Business Days in each case where the County has given a Default Notice to the Borrower. Failure of the County to send a Default Notice to the Subordinate Lender shall not prevent the exercise of the County's rights and remedies under the Senior Loan Documents, subject to the provisions of this Agreement. The Subordinate Lender shall have the right, but not the obligation, to cure any such Senior Mortgage Loan Default within sixty (60) days following the date of such notice; provided, however, that the County shall be entitled during such sixty (60) day period to continue to pursue its remedies under the Senior Mortgage Loan Documents. Subordinate Lender may have up to ninety (90) days from the date of the Default Notice to cure a non-monetary default if during such ninety (90) day period Subordinate Lender keeps current all payments required by the Senior Mortgage Loan Documents. In the event that such a non-monetary default creates an unacceptable level of risk relative to the Property, or County's secured position relative to the Property, as determined by County in its sole discretion, then County may exercise during such ninety (90) day period all available rights and remedies to protect and preserve the Property and the rents, revenues and other proceeds from the Property. All amounts paid by the Subordinate Lender to the County to cure a Senior Mortgage Loan Default shall be deemed to have been advanced by the Subordinate Lender pursuant to, and shall be secured by the lien of, the Subordinate Mortgages.

6.2. Cross Default. The Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Mortgage Loan Default shall not constitute a default under the Subordinate Loan Documents if no other default occurred under the Subordinate Loan Documents until either (i) the County has accelerated the maturity of the Senior Mortgage Loan, or (ii) the County has taken affirmative action to exercise its rights under the Senior Mortgage to collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Mortgage. At any time after a Senior Mortgage Loan Default is determined to constitute a default under the Subordinate Loan Documents, the Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time the Borrower cures any Senior Mortgage Loan Default to the satisfaction of the County, as evidenced by written notice from the County to the Subordinate Lender, any default under the Subordinate Loan Documents arising from such Senior Mortgage Loan Default shall be deemed cured and the Subordinate Loans shall be retroactively reinstated as if such Senior Mortgage Loan Default had never occurred.

SECTION 7 -- MISCELLANEOUS

7. Terms.
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7.1. The Borrower, the County and the Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Mortgage Loan Documents, the Subordinate Loan Documents, and the terms of this Agreement, the terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of the County and the Subordinate Lender in the Property; (b) the timing of the exercise of remedies by the County and the Subordinate Lender under the Senior Mortgage and the Subordinate Mortgages, respectively; and (c) solely as between the County and the Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which the County and the Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower's time to cure any Senior Mortgage Loan Default or Subordinate Loan Default, as the case may be; give the Borrower the right to notice of any Senior Mortgage Loan Default or Subordinate Loan Default, as the case may be other than that, if any, provided, respectively under the Senior Mortgage Loan Documents, the Subordinate Loan Documents; or create any other right or benefit for Borrower as against County or Subordinate Lender.

7.2. Rights and Obligations of the Subordinate Lender Under the Subordinate Loan Documents and of the County under the Senior Mortgage Loan Documents. Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter:

7.2.1. Protection of Security Interest. The Subordinate Lender shall not, without the prior written consent of the County in each instance, take any action that has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that the Subordinate Lender shall have the right to advance funds to cure Senior Mortgage Loan Defaults pursuant to Section 6.1 above and advance funds pursuant to the Subordinate Mortgages for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Property and curing other defaults by the Borrower under the Subordinate Loan Documents.

7.2.2. Condemnation or Casualty. In the event of: a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Property (collectively, a "Taking"); or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Property (collectively, a "Casualty"), at any time or times when the Senior Mortgage remains a lien on the Property the following provisions shall apply:

7.2.2.1. The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the County's rights under the Senior Mortgage Loan Documents with respect thereto, and the Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by the County; provided, however, this subsection and/or anything contained in this Agreement shall not limit the rights of the Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Taking and/or Casualty; and
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7.2.2.2. All proceeds received or to be received on account of a Taking or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Mortgage Loan) in the manner determined by the County in its sole discretion; provided, however, that if the County elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Mortgage Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Mortgage Loan shall be paid to, and may be applied by, the Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, the County agrees to consult with the Subordinate Lender in determining the application of Casualty proceeds, provided further however that in the event of any disagreement between the County and the Subordinate Lender over the application of Casualty proceeds, the decision of the County, in its sole discretion, shall prevail.

7.2.3. No Modification of Subordinate Loan Documents. The Borrower and the Subordinate Lender each agrees that, until the principal of, interest on and all other amounts payable under the Senior Mortgage Loan Documents have been paid in full, it will not, without the prior written consent of the County in each instance, increase the amount of the Subordinate Loans, increase the required payments due under the Subordinate Loans, decrease the term of the Subordinate Loans, increase the interest rate on the Subordinate Loans, or otherwise amend the terms of the Subordinate Loans in a manner that creates an adverse effect upon the County under the Senior Mortgage Loan Documents. Any unauthorized amendment of the Subordinate Loan Documents or assignment of the Subordinate Lender's interest in the Subordinate Loans without the County's consent shall be void ab initio and of no effect whatsoever.

7.3. Modification or Refinancing of Senior Mortgage Loan.

Subject to the final sentence hereof, the Subordinate Lender consents to any agreement or arrangement in which the County waives, postpones, extends, reduces or modifies any provisions of the Senior Mortgage Loan Documents, including any provision requiring the payment of money.

Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Mortgage Loan (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Mortgage Loan, the Senior Mortgage Note, the Senior Mortgage, the Senior Mortgage Loan Documents and County shall mean, respectively, the refinance loan, the refinance note, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note. Notwithstanding anything to the contrary in this Section 9, the County shall not, without the prior written consent of the Subordinate Lender in each instance, which will not be unreasonably withheld, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Senior Mortgage Loan Documents, increasing the required payments due under the Senior Mortgage Loan, decreasing the term of the Senior Mortgage Loan, or increasing the interest rate on the Senior Mortgage Loan (other than on account of regular fluctuations in the variable interest rate on the Senior Mortgage Loan or in connection with charging default rate of interest following a Senior Mortgage Loan Default), except that the Senior Lender shall have the right to advance funds to cure Subordinate Loan Defaults pursuant to Section 5(a), 1619
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above, and advance funds pursuant to the Senior Mortgage Loan Documents for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Property, curing other defaults by Borrower under the Senior Mortgage Loan Documents, or protecting the Senior Lender’s security interest in the Property.

7.4. Default by the Subordinate Lender or County.

If the Subordinate Lender or County defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, nondefaulting lender shall have the right to all available legal and equitable relief.

7.5. Notices.

Each notice, request, demand, consent, approval or other communication (hereinafter in this Section referred to collectively as notices and referred to singly as a “notice”) which the County or the Subordinate Lender is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered); or (b) sent by Federal Express (or other similar national overnight courier) designating next Business Day delivery (any notice so delivered shall be deemed to have been received on the next Business Day following receipt by the courier); or (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, at a post office regularly maintained by the United States Postal Service (any notice so sent shall be deemed to have been received two (2) days after mailing in the United States), addressed to the respective parties as follows:

COUNTY:

County of Orange
OC Community Resources/
OC Housing & Community Development
1501 E. St. Andrew Place, 1st Floor,
Santa Ana, CA 92705
Attn: Director
SUBORDINATE LENDER:

City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Clerk
BORROWER:

Amistad Housing Partners I LP
c/o Jamboree Housing Corporation
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17701 Cowan Avenue, Suite 200
Irvine, CA 92614
Attention: Asset Management
Any party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt.

7.6. General.

7.6.1. Assignment/Successors. This Agreement shall be binding upon the Borrower, the County and the Subordinate Lender and shall inure to the benefit of the respective legal successors and assigns of the County and the Subordinate Lender.

7.6.2. No Partnership or Joint Venture. The County's permission for the placement of the Subordinate Loan Documents does not constitute the County as a joint venturer or partner of the Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of the other party hereto.

7.6.3. County's and Subordinate Lender's Consent. Wherever the County's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by the County in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever the Subordinate Lender's consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by the Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement.

7.6.4. Further Assurances. The Subordinate Lender, the County and the Borrower each agree, at the Borrower's expense, to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to (i) evidence that the Subordinate Mortgage is subordinate to the lien, covenants and conditions of the Senior Mortgage or (ii) further evidence the intent of this Agreement.

7.6.5. Amendment. This Agreement shall not be amended except by written instrument signed by all parties hereto.

7.6.6. Governing Law. This Agreement shall be governed by the laws of the State of California.

7.6.7. Severable Provisions. If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

7.6.8. Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (i) the payment of all of the principal of, interest on and other amounts payable under the Senior Mortgage Loan Documents; (ii) the payment of all of the principal of, interest on and other amounts payable under the Subordinate Loan Documents, other than by reason of payments which the Subordinate Lender is obligated to remit to the County pursuant to Section 4 hereof; (iii) the acquisition by the County of title to the Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Senior Mortgage; or (iv) the acquisition by the Subordinate Lender of title to the Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, one of the Subordinate Mortgages, but only if such acquisition of title does not 1621
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violate any of the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
-Signature Pages Follow1622
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COUNTY:

COUNTY OF ORANGE, a political subdivision of the state of California
By:____________________________________
Julia Bidwell, Director
OC Community Resources,
OC Housing and Community Development
County of Orange

APPROVED AS TO FORM

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Deputy
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BORROWER:

AMISTAD HOUSING PARTNERS I LP,
a California limited partnership
By: JHC-Amistad LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation,
its sole Member and Manager
By: ___________________________________
Michael Massie
Chief Development Officer
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SUBORDINATE LENDER:

City of San Clemente, a California municipal corporation By: __________________________
Andy Hall, City Manager
Date: __________________________
APROVED AS TO FORM:

By: __________________________
Elizabeth A. Mitchell, City Attorney
ATTEST:

By: __________________________
Laura Campagnolo, City Clerk
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EXHIBIT A

LEGAL DESCRIPTION
Real property in the City of San Clemente, County of Orange, State of California, described as follows:

LOT 1 OF TRACT NO. 13898, AS SHOWN ON A MAP FILED IN BOOK 817, PAGES 36 TO 40 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

ALSO EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS,

NATURAL GAS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY

WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS

DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE

PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL

RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR, AND

STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND,

INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE

FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS,

TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE

LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR

DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH

OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP,

MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT,

HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND

HEREINABOVE DESCRIBED, AS RESERVED BY TALEGA ASSOCIATES, LLC, IN THE DEED RECORDED AUGUST 01, 2001 AS INSTRUMENT NO. 20010525823 OF OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM ALL WATER AND WATER RIGHTS, IF ANY,

INCLUDING WITHIN AND UNDERLYING SAID LAND, AS RESERVED IN THE SAME DEED.

APN: 701-041-39
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Orange County Housing Authority
c/o OC Community Resources/
OC Housing & Community Development
1501 E. St. Andrew Place, 1st Floor, Santa Ana, CA 92705 Attn: Executive Director
_______________________________________________________________________________

SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of ___________ 2024 by and among (i) ORANGE COUNTY HOUSING AUTHORITY, a public corporation created pursuant to California Health and Safety Code section 34200 et. seq., acting solely as the Housing Successor Agency to the Orange County Development Agency, (the "County") (ii) CITY OF SAN CLEMENTE, a California municipal corporation (the "Subordinate Lender"), and (iii) AMISTAD HOUSING PARTNERS I LP, a California limited partnership (the "Borrower").

RECITALS
A. The County has made or is making a loan (the "Senior Mortgage Loan") to the Borrower in the original principal amount of $2,423,384. The Senior Mortgage Loan is or will be secured by a senior mortgage lien (the "Senior Mortgage") on a multifamily housing project known as Talega I, located in the San Clemente, CA (the "Property”) and as more fully described in Exhibit A attached hereto. The Borrower's obligation to repay the Senior Mortgage Loan is evidenced by a Promissory Note of even date herewith (the "Senior Mortgage Note").

C. The County has agreed to permit the Subordinate Loan to remain as subordinate mortgage lien against the Property subject to all of the conditions contained in this Agreement.

D. The Subordinate Lender has agreed to subordinate its mortgage lien to the lien of the Senior Mortgage.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference and made a part of this Agreement, the County, the Subordinate Lender and the Borrower agree as follows:

Attachment 13
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DEFINITIONS
In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below:
“Affiliate” means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual controlled by, under common control with, or which controls such Person (the term "control" for these purposes shall mean the ability, whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively presumed in the case of the ownership of 50% or more of the equity interests).
“Borrower” means Amistad Housing Partners I LP, a California limited partnership and any other Person (other than the County) who acquires title to the Property after the date of this Agreement.
“Business Day” means any day other than Saturday, Sunday or a day on which the County is not open for business.
“City Regulatory Agreement” means that certain Regulatory Agreement and Declaration of Restrictive Covenants dated July 31, 2001, executed by and between Prior Owner (as predecessor-in-interest to Borrower) and Subordinate Lender, and recorded in the Official Records on August 1, 2001 as Instrument No. 20010525827, as amended by that certain Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions dated February 1, 2006, between Prior Owner (as predecessor-in-interest to Borrower) and Subordinate Lender which recorded in the Official Records on April 11, 2006 as Instrument No. 2006000239626, and assigned pursuant to the City Assignment, [and as further amended by that certain Second Amendment to Regulatory Agreement and Declaration of Restricted Covenants dated as of _____________, executed by Borrower and Subordinate Lender, which is recording in the Official Records substantially concurrently herewith.] “County” means the Orange County Housing Authority, a public corporation created pursuant to California Health and Safety Code section 34200 et. seq., acting solely as the Housing Successor Agency to the Orange County Development Agency. “Default Notice” means: (a) a copy of the written notice from the County to the Borrower stating that a Senior Mortgage Loan Default has occurred under the Senior Mortgage Loan; or (b) a copy of the written notice from the Subordinate Lender to the Borrower stating that a Subordinate Loan Default has occurred under of the Subordinate Loan or that a Regulatory Agreement Default has occurred under the City Regulatory Agreement. Each Default Notice shall specify the default upon which such Default Notice is based.
“Person” means an individual, estate, trust, partnership, corporation, limited liability company, limited liability partnership, governmental department or agency or any other entity 1628
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which has the legal capacity to own property.
“Regulatory Agreement Default” means a default by the Borrower in performing or observing any of the terms, covenants or conditions in the City Regulatory Agreement to be performed or observed by it, which continues beyond any applicable period provided in the City Regulatory Agreement for curing the default.
“Senior Mortgage Loan Default” means the occurrence of either a default by the Borrower in performing or observing any of the terms, covenants or conditions in the Senior Mortgage Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Senior Mortgage Loan Documents for curing the default, or an “Event of Default” as that term is defined in the Senior Mortgage Loan Documents. “Senior Mortgage Loan Documents” means the Senior Mortgage Note and all other documents evidencing, securing or otherwise executed and delivered in connection with the Senior Mortgage Loan.
“Subordinate Lender” means the City of San Clemente, a California municipal corporation, and any other Person who becomes the legal holder of the Subordinate Notes after the date of this Agreement.
“Subordinate Loan Default” means a default by the Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default.
“Subordinate Loan Documents” means the Subordinate Note, the Subordinate Mortgage, and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan.
“Subordinate Mortgages” means the mortgages or deeds of trust encumbering the Property as security for the Subordinate Loan, which were previously recorded in the applicable land records. “Subordinate Note” means the promissory notes issued by the Borrower to the Subordinate Lender to evidence the Subordinate Loans.

SECTION 1 --COUNTY CONSENT TO MORTGAGE LIEN

1. Permission to Place Mortgage Lien Against Property.

The County has agreed and hereby consents to, notwithstanding the prohibition against inferior liens on the Property contained in the Senior Mortgage Loan Documents and subject to the provisions of this Agreement, the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Property (which are subordinate in all respects to the lien of the Senior Mortgage) which secure the Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of the Borrower to the Subordinate Lender under and in connection with the Subordinate Loan. Such consent is subject to the condition that each of the representations and warranties made by the Borrower and the Subordinate Lender in Section 3 are 1629
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true and correct as of the date of this Agreement. If any of the representations and warranties made by the Borrower and the Subordinate Lender in Section 2 is not true and correct as of the date of this Agreement, the provisions of the Senior Mortgage Loan Documents applicable to unpermitted liens on the Property shall apply.

SECTION 2 - BORROWER AND LENDER REPRESENTATIONS AND WARRANTIES

2. Borrower's and Subordinate Lender's Representations and Warranties.

2.1. The Borrower and the Subordinate Lender each makes the following representations and warranties to the County:

SECTION 3 - BORROWER'S REPRESENTATIONS AND WARRANTIES

3. Borrower's Representations and Warranties.

3.1. The Borrower makes the following representations and warranties to the County and City:

SECTION 4 - SUBORDINATION

4. Terms.

4.1. Subordinate Lender Agreement to Subordinate. The County and the Subordinate Lender agree that: (i) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement to the prior payment in full of the indebtedness evidenced by the Senior Mortgage Loan Documents, and (ii) the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Mortgage and the other Senior Mortgage Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Mortgage and the other Senior Mortgage Loan Documents (including but not limited to, all sums advanced for the purposes of (1) 1630
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protecting or further securing the lien of the Senior Mortgage, curing defaults by the Borrower under the Senior Mortgage Loan Documents or for any other purpose expressly permitted by the Senior Mortgage, or (2) constructing, renovating, repairing, furnishing, fixturing or equipping the Property).

4.4. Payments After Senior Mortgage Loan Default. The Borrower agrees that, after it receives notice (or otherwise acquires knowledge) of a Senior Mortgage Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorney's fees, or any other sums secured by the Subordinate Mortgage) without the County's prior written consent. The Subordinate Lender agrees that, after it receives a Default Notice from the County with written instructions directing the Subordinate Lender not to accept payments from the Borrower on account of the Subordinate Loans, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorney's fees, or any other sums secured by the Subordinate Mortgages) without the County's prior written consent. If the Subordinate Lender receives written notice from the County that the Senior Mortgage Loan Default that gave rise to the Subordinate Lender's obligation not to accept payments has been cured, waived, or otherwise suspended by the County, the restrictions on payment to the Subordinate Lender in this Section 4 shall terminate, and the County shall have no right to any subsequent payments made to the Subordinate Lender by the Borrower prior to the Subordinate Lender's receipt of a new Default Notice from the County in accordance with the provisions of this Section 4.4.

4.5. Remitting Subordinate Loan Payments to County. If, after the Subordinate Lender receives a Default Notice from the County in accordance with subsection 4.4 above, the Subordinate Lender receives any payments under the Subordinate Loan Documents, the Subordinate Lender agrees that such payment or other distribution will be received and held in trust for the County and unless the County otherwise notifies the Subordinate Lender in writing, will be promptly remitted, in kind to the County, properly endorsed to the County, to be applied to the principal of, interest on and other amounts due under the Senior Mortgage Loan Documents in accordance with the provisions of the Senior Mortgage Loan Documents. By executing this Agreement, the Borrower specifically authorizes the Subordinate Lender to endorse and remit any such payments to the County, and specifically waives any and all rights to have such payments returned to the Borrower or credited against the Subordinate Loans. Borrower and County acknowledge and agree that payments received by the Subordinate Lender, and remitted to the 1631
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County under this Section 4, shall not be applied or otherwise credited against the Subordinate Loans, nor shall the tender of such payment to the County waive any Subordinate Loan Default which may arise from the inability of the Subordinate Lender to retain such payment or apply such payment to the Subordinate Loans.

4.6. Subordinate Lender Agreement Not to Commence Bankruptcy Proceeding.

SECTION 5 – DEFAULT OF SUBORDINATE LOAN DOCUMENTS

5. Terms.

5.3. Cross Default. The Borrower and the Subordinate Lender agree that any of a Subordinate Loan Default or Regulatory Agreement Default shall constitute a Senior Mortgage Loan Default under the Senior Mortgage Loan Documents and the County shall have the right to exercise all rights or remedies under the Senior Mortgage Loan Documents in the same manner as in the case of any other Senior Mortgage Loan Default. If the Subordinate Lender notifies the County in writing that any Subordinate Loan Default or Regulatory Agreement Default of which the County has received a Default Notice has been cured or waived, as determined by the Subordinate Lender in its sole discretion, then provided that County has not conducted a sale of the Property 1632
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pursuant to its rights under the Senior Mortgage Loan Documents, any Senior Mortgage Loan Default under the Senior Mortgage Loan Documents arising solely from such Subordinate Loan Default or Regulatory Agreement Default shall be deemed cured, and the Senior Mortgage Loan shall be reinstated, provided, however, that the County shall not be required to return or otherwise credit for the benefit of the Borrower any default rate interest or other default related charges or payments received by the County during such Senior Mortgage Loan Default.

SECTION 6 – DEFAULT UNDER SENIOR MORTGAGE LOAN DOCUMENTS

6. Terms.

7. Terms.

7.2.2.1. The Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Taking and/or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Taking or a Casualty shall be and remain subordinate in all respects to the County's rights under the Senior Mortgage Loan Documents with respect thereto, and the Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Taking or a Casualty made by the County; provided, however, this subsection and/or anything contained in this 1634
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Agreement shall not limit the rights of the Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Taking and/or Casualty; and

7.3. Modification or Refinancing of Senior Mortgage Loan.

Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is for the purpose of refinancing all or any part of the Senior Mortgage Loan (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Mortgage Loan, the Senior Mortgage Note, the Senior Mortgage, the Senior Mortgage Loan Documents and County shall mean, respectively, the refinance loan, the refinance note, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note. Notwithstanding anything to the contrary in this Section 9, the County shall not, without the prior written consent of the Subordinate Lender in each instance, which will not be unreasonably withheld, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Senior Mortgage Loan Documents, increasing the required payments due under the Senior Mortgage Loan, decreasing the term of the Senior Mortgage Loan, or increasing the interest rate on the Senior Mortgage Loan (other than on account of regular 1635
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fluctuations in the variable interest rate on the Senior Mortgage Loan or in connection with charging default rate of interest following a Senior Mortgage Loan Default), except that the Senior Lender shall have the right to advance funds to cure Subordinate Loan Defaults pursuant to Section 5(a), above, and advance funds pursuant to the Senior Mortgage Loan Documents for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Property, curing other defaults by Borrower under the Senior Mortgage Loan Documents, or protecting the Senior Lender’s security interest in the Property.

7.4. Default by the Subordinate Lender or County.

7.5. Notices.

COUNTY:

Orange County Housing Authority
c/o OC Community Resources/
OC Housing & Community Development
1501 E. St. Andrew Place, 1st Floor,
Santa Ana, CA 92705
Attn: Executive Director
SUBORDINATE LENDER:

City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Clerk
BORROWER:
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Amistad Housing Partners I LP
c/o Jamboree Housing Corporation
17701 Cowan Avenue, Suite 200
Irvine, CA 92614
Attention: Asset Management
Any party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses for its notices, but notice of a change of address shall only be effective upon receipt.

7.6. General.

7.6.5. Amendment. This Agreement shall not be amended except by written instrument signed by all parties hereto.

7.6.6. Governing Law. This Agreement shall be governed by the laws of the State of California.

7.6.8. Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (i) the payment of all of the principal of, interest on and other amounts payable under the Senior Mortgage Loan Documents; (ii) the payment of all of the principal of, interest on and other amounts payable under the Subordinate Loan Documents, other than by reason of payments which the Subordinate Lender is obligated to remit to the County pursuant to Section 4 hereof; (iii) the acquisition by the County of title to the Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Senior Mortgage; or (iv) the acquisition by the Subordinate Lender of title to 1637
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the Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, one of the Subordinate Mortgages, but only if such acquisition of title does not violate any of the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
-Signature Pages Follow1638
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COUNTY:

ORANGE COUNTY HOUSING AUTHORITY,
Acting as the Housing Successor Agency to the
Orange County Development Agency
By:____________________________________
Julia Bidwell, Executive Director
Orange County Housing Authority

APPROVED AS TO FORM

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Deputy
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BORROWER:

AMISTAD HOUSING PARTNERS I LP,
a California limited partnership
By: JHC-Amistad LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit corporation,
its sole Member and Manager
By: ___________________________________
Michael Massie
Chief Development Officer
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SUBORDINATE LENDER:

City of San Clemente, a California municipal corporation By: __________________________
Andy Hall, City Manager
Date: __________________________
APROVED AS TO FORM:

By: __________________________
Elizabeth A. Mitchell, City Attorney
ATTEST:

By: __________________________
Laura Campagnolo, City Clerk
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