Exhibit A - Affordable Housing Agreement.docx — San Clemente City Council, May 5, 2026

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Clerk
NO FEE REQUIRED PER GOVT CODE SECTION 27383
(Space above for Recorder’s use only)
APN: 060-031-44

AFFORDABLE HOUSING REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
(City of San Clemente)
This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (the “Agreement”) dated for reference purposes as of ________, 2026, is executed by and between the City of San Clemente, a municipal corporation (“City”) and San Clemente Petroleum, Inc., a California corporation (the “Owner”).

RECITALS
Owner owns fee title to the land at 1430 S. El Camino Real in the City of San Clemente, further described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”).

The Property is located use within the Mixed Use 3.2 Zoning District the Housing Overlay District (MU3.2-H) in the City of San Clemente in Orange County, California.

Owner desires to develop the Property for the purpose of a commercial and residential mixed-use building, including 10 apartment units (with one being affordable at the low-income level, to be restricted for rent to individuals qualifying as low income, at 51-80% area median income [AMI] level) totaling about 17,000 square feet of interior space, with 25 corresponding parking stalls; and about 7,000 square feet of retail/office space with 23 corresponding parking stalls (the “Project”). The Project was approved by the Planning Commission of the City of San Clemente through Resolution 23-001 on January 18, 2023, which required various conditions of approval (COA) including the approval of an Affordable Housing Implementation Plan and Agreement under COA 4.3.

The project is an allowed use within the MU3.2-H Zoning District.

California Government Code Section 69515 (Density Bonuses and Other Incentives) and San Clemente Municipal Code (SCMC) Sections 17.56.090.F and 17.24.120 (Housing Overlay and Inclusionary Housing Requirements, respectively) require every qualified affordable housing project, or projects receiving density bonuses, or projects requiring inclusionary housing, to have a legally binding agreement between the applicant and the City executed and recorded against the property on which the qualified affordable housing project is to be constructed prior to issuance of building permits to ensure that the requirements of these Sections are satisfied, which agreement shall be binding on all future owners and successors in interest.

The purpose of this Agreement is to satisfy the requirements of California Government Code Section 69515 (Density Bonuses and Other Incentives) and San Clemente Municipal Code (SCMC) Sections 17.56.090.F and 17.24.120 and to regulate and restrict the occupancy, rents, operation and management of the Property and the Project for affordable housing and related uses. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner’s successors and assigns in the Project and the Property for the full term of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and the City hereby agree as follows:

1. Definitions. The following terms have the meanings set forth in this Section wherever used in this Agreement or attached exhibits. “Actual Household Size” means the actual number of persons in the applicable household. “Adjusted for Family Size Appropriate for the Unit” shall be determined consistent with Section 50052.5(h) of the California Health and Safety Code, subject to the application of federal rules and regulations applicable to Project financing sources, including Section 42(g)(2) of the Internal Revenue Code of 1986 as amended (or successor provision) if applicable to the Project. “Affordable Rent” means a monthly rent less a utility allowance and other fees and charges required to be paid by tenants of the Project on a non-optional basis: (i) for units that are restricted for rental to households with incomes of not more than thirty percent (30%) of AMI (“30% Units”), a monthly rent that does not exceed one-twelfth of thirty percent (30%) of thirty percent (30%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit, (ii) for units that are restricted for rental to households with incomes of not more than fifty percent (50%) of AMI (“50% Units”), a monthly rent that does not exceed one-twelfth of thirty percent (30%) of fifty percent (50%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit, and (iii) for units that are restricted for rental to households with incomes of not more than eighty percent (80%) of AMI (“80% Units”), a monthly rent that does not exceed one-twelfth of thirty percent (30%) of eighty percent (80%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit. “Applicable Requirements” means all applicable California, federal, and City laws, ordinances, statutes, rules, regulations and program requirements, including, but not limited to those of TCAC and HUD. “Area Median Income” or “AMI” means the median income for Orange County, California, as determined by HUD pursuant to Section 8 of the United States Housing Act of 1937 and as published from time to time by the State of California Department of Housing and Community Development (“HCD”) in Section 6932 of Title 25 of the California Code of Regulations or successor provision. “City” means the City of San Clemente, California.
“Effective Date” means the date that this Agreement is recorded in the Official Records. “Emergency Shelter” shall have the same meaning as set forth in SCMC section 17.56.100(F)(1). “Extremely Low Income Household” means a household whose household Gross Income at initial occupancy does not exceed thirty percent (30%) of the Area Median Income Adjusted for Actual Household Size. “Gross Income” means the total anticipated annual income of all persons in a household calculated using the methods set forth in TCAC regulations, or if TCAC regulations do not address such matter, the total anticipated annual income of all persons in a household as defined in 24 CFR 5.609. “HUD” means the U.S. Department of Housing and Urban Development. “Indemnitees” is defined in Section 7.
“Improvements” means renovations to the interior of the building, including the addition of kitchenettes, re-configuration of manager’s unit to create an additional tenant unit and office space, and cosmetic upgrades such as flooring, paint and window coverings. “Long-term” means a period of thirty (30) or more consecutive calendar days of occupancy pursuant to a written agreement. “Low Income Household” means a household whose household Gross Income at initial occupancy does not exceed eighty percent (80%) of the Area Median Income Adjusted for Actual Household Size. “Official Records” means the Official Records of the Orange County Clerk-Recorder. “Owner” means San Clemente Petroleum, Inc., a California corporation and its successors and assigns. “Project” is defined in Recital C.
“Property” is defined in Recital A
“Qualifying Household” means a household experiencing literal homelessness, or at-risk of homelessness, with an active tenant-based housing Voucher, as the term “Voucher” is defined herein, or that qualifies as an Extremely Low Income Household, a Very Low Income Household or a Low Income Household. “TCAC” means the California Tax Credit Allocation Committee. “Term” is defined in Section 4.
“Very Low Income Household” means a household whose household Gross Income at initial occupancy does not exceed fifty percent (50%) of the Area Median Income Adjusted for Actual Household Size. “Voucher” means tenant-based rental/housing assistance provided through a public housing authority, based on the determination of the housing authority that the individual or family qualifies under an applicable County-provided program’s eligibility category, which must include household income thresholds that meet, or are more restrictive than, those contained in the definitions of Extremely Low Income Household, Very Low Income Household, or Low Income Household, as those terms are defined herein. Upon termination of available housing authority voucher programs, this definition shall include State of California voucher programs that contain similar criteria to the public housing authority voucher programs, as described in this definition.

2. Compliance with Requirements and Regulations. Owner shall comply with all Applicable Requirements and all applicable California, federal, and City laws, ordinances, statutes, rules, regulations and program requirements, with the exception of development standards allowed to deviate from City ordinances due to application of waivers or concessions requested and approved pursuant to State Housing Laws, which include, the permitted incentive/concession to reduce the alley transitional setback and the Urban Open Area and related landscape coverage standards per the State Density Bonus law, as approved by the San Clemente Planning Commission through the adoption of Resolution No. 23-001 on January 18, 2023.

3. Use and Affordability Restrictions. Owner agrees that, at all times during the Term of this Agreement, the Property will maintain an affordable unit per Applicable Requirements and this Agreement. Throughout the Term, a minimum of one (1) residential unit in the Project shall be occupied, or if vacant, available for occupancy, by Qualifying Households at Affordable Rents. Throughout the Term, the qualifying housing unit in the Project shall be reserved for households earning no greater than eighty percent (80%) of Orange County Median Income by household size. Throughout the Term, Owner agrees that operating an Emergency Shelter on the Property is prohibited. Notwithstanding any contrary provision of this Agreement, if other Project lenders, Project investors, or regulatory agencies require stricter household income eligibility or affordability requirements than those imposed hereby, the stricter requirements pertaining to rent limitations, income limits, and occupancy requirements applicable shall prevail during such time that such requirements apply to the Project.

4. Term of Agreement. The Term of this Agreement will commence on the Effective Date and shall continue in effect until the fifty-fifth (55th) yearly anniversary of the Effective Date.

5. Tenant Selection. Owner shall adopt written tenant selection policies that: (a) are reasonably related to program eligibility and the applicant’s ability to perform the obligations of the lease; (b) are consistent with the purpose of providing housing for Qualifying Households; and (c) provide for prompt written notification to any rejected applicant of the grounds for rejection. To the extent permitted by Applicable law, Owner shall give a preference in the rental of the residential units restricted under this Agreement to applicants who are 1) confirmed to have resided in San Clemente for the previous twelve (12) months and 2) residing in South Orange County.

6. Indemnification. To the greatest extent permitted by law, Owner shall indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, agents, consultants, contractors and representatives (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) arising from or related to the Project, any Project approval (including but not limited to any environmental determination), this Agreement, or Owner’s employees’, agents’, contractors’, subcontractors’ or volunteers’ failure to comply with applicable legal requirements or this Agreement. This indemnity obligation shall not extend to any Claims arising solely from the gross negligence or willful acts of the Indemnitees. The indemnity provisions of this paragraph shall apply whether or not any insurance policies have been determined to be applicable to any such Claims, and shall survive the expiration or other termination of this Agreement.

7. Fair Housing; Nondiscrimination. Owner shall comply with all applicable fair housing and civil rights requirements with respect to the marketing, rental, and operation of the Project, including the obligations to affirmatively further fair housing and adhere to the site selection and neighborhood standards set forth in 24 CFR §§ 1.4(b)(3) and 941.202, as applicable. Owner shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, the Project, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, gender identity, disability, marital status, ancestry, or national origin of any person. Owner covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Owner or any person claiming under or through Owner establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Owner shall include such provision in all deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith. Owner shall include a statement in all advertisements, notices and signs for the availability of units for rent to the effect that Owner is an Equal Housing Opportunity Provider.

8. Federal Accessibility Requirements. Owner shall comply with all applicable federal accessibility requirements under the Fair Housing Act and the implementing regulations at 24 CFR Part 100, Section 504 of the Rehabilitation Act of 1973 and the implementing regulations at 24 CFR Part 8, and Titles II and III of the Americans with Disabilities Act and the implementing regulations at 28 CFR Parts 35 and 36, respectively.

9. Income Certification. Owner or Owner’s authorized agent shall obtain from each household prior to initial occupancy of each restricted unit, and on every anniversary thereafter, a written certificate containing all of the following in such format and with such supporting documentation as City may require:
(a) The identity of each household member; and
(b) The total household gross income.

Owner shall retain such certificates for not less than five (5) years, and upon City’s request, shall provide copies of such certificates to City and make the originals available for City inspection.

10. Rental Charges. Total charges for rent, utilities and related services for each unit in the Project shall not exceed the Affordable Rent for the unit. If upon recertification, a tenant’s income exceeds the Qualifying Household limit for the applicable unit type, Owner may increase the rent for such tenants to no more than 30% of the tenant’s monthly income less utility and other mandatory charges.

11. Parking. The Project includes 49 parking spaces of which 24 parking spaces are identified for use of the 10 residential units and their guests and the remaining 25 spaces are identified for use of the commercial portion of the Project.

12. Management Responsibilities. Owner is responsible for all management functions with respect to the Project, including, without limitation, the selection of tenants, certification and recertification of household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. Property management shall also monitor the use of parking spaces within the development to assure that the parking spaces are provided, maintained and used in accordance with the terms of this Agreement. The City shall have no responsibility over management of the Property or the Project.

13. Review of Management Policies and Marketing Plan and Resident Services Plan. If not previously provided, not later than ninety (90) days following the Effective Date of this Agreement, Owner shall submit for City review and approval, a plan for marketing and managing the Property (“Marketing and Management Plan”). The Marketing and Management Plan shall address in detail how Owner plans to market the Project to prospective Qualified Households in accordance with fair housing laws, the Owner’s tenant selection criteria, and how Owner plans to certify the eligibility of Qualifying Households. The Plan shall also describe the management team and shall address how Owner and the management entity plan to manage and maintain the Property and the Project. The Plan shall include the proposed management agreement and the form of rental agreement that Owner proposes to enter into with Project tenants. The Plan shall also address how Owner and the management entity will monitor the use of parking spaces within the Project to assure that the parking spaces are provided, maintained and used in accordance with the terms of this Agreement. Owner shall abide by the terms of the Marketing and Management Plan in marketing, managing, and maintaining the Property and the Project, and throughout the term of this Agreement, shall submit proposed modifications to City for review and approval, such approval not to be unreasonably withheld, conditioned or delayed.

14. Repair, Maintenance and Security. Throughout the term of this Agreement, Owner shall at its own expense, maintain the Property and the Project in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all applicable state, federal, and local laws, ordinances, codes, and regulations. Without limiting the foregoing, Owner agrees to maintain the Project and the Property (including without limitation, the residential units, common areas, meeting rooms, landscaping, driveways, parking areas and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances/bicycles, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property or at the Project. Owner shall prevent and/or rectify any physical deterioration of the Property and the Project and shall make all repairs, renewals and replacements necessary to keep the Property and the improvements located thereon in good condition and repair. Owner shall provide adequate security measures for the Project, including without limitation, the installation of adequate lighting and deadbolt locks.

15. City’s Right to Perform Maintenance. In the event that Owner breaches any of the covenants contained in Section 15, and such default continues for a period of ten (10) days after written notice from City (with respect to graffiti, debris, and waste material) or thirty (30) days after written notice from City (with respect to landscaping, building improvements and general maintenance), then City, in addition to any other remedy it may have under this Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the Property and perform all acts and work necessary to protect, maintain, and preserve the improvements and the landscaped areas on the Property. All costs expended by City in connection with the foregoing, shall constitute an indebtedness secured by the Deed of Trust, and Owner shall pay such sums to City upon demand. All such sums remaining unpaid thirty (30) days following delivery of City’s invoice therefor will bear interest at the lesser of 10% per annum or the highest rate permitted by applicable law.

16. Fees, Taxes, and Other Levies. Owner shall be responsible for payment of all fees, assessments, taxes, charges, liens and levies applicable to the Property or the Project, including without limitation possessory interest taxes, if applicable, imposed by any public entity, and shall pay such charges prior to delinquency. Owner shall not be required to pay any such charge so long as (a) Owner is contesting such charge in good faith and by appropriate proceedings, (b) Owner maintains reserves adequate to pay any contested liabilities, and (c) on final determination of the proceeding or contest, Owner immediately pays or discharges any decision or judgment rendered against it, together with all costs, charges and interest. The foregoing is not intended to impair Owner’s ability to apply for any applicable exemption from property taxes or other assessments and fees.

17. Insurance Coverage. Intentionally Omitted.

18. Inspection and Records. Owner shall maintain records that clearly document Owner's performance of its obligations to operate the Property and the Project in accordance with this Agreement. Owner shall submit any records to the City within ten (10) business days of the City's request. Owner shall permit the City to enter and inspect the Property and the Project for compliance with obligations under this Agreement upon seventy-two (72) hours advance notice delivered to Owner or Owner's management agent and to the tenants of any residential units that will be inspected.

19. Annual Report. By not later than April 30 of each year, Owner shall submit to the City a report for the preceding calendar year showing the information necessary to allow the City to determine Owner's compliance with this Agreement, and within thirty (30) days after receipt of a written request, Owner shall provide any other information or completed forms requested by the City in order to comply with the reporting requirements of the City. Without limiting the generality of the foregoing, the annual report submitted by Owner pursuant to this Section shall at a minimum, include the following information for each dwelling unit in the Project: (i) unit number; (ii) number of bedrooms; (iii) current rent and other charges; (iv) dates of any vacancies during the previous year; (v) number of people residing in the unit; (vi) total household income of the residents in each unit; (vii) documentation of source of household income; (viii) lease commencement and termination dates, (ix) initial move-in date, and (x) the identity of each household member and the age of each household member or other basis upon which each household member qualifies for occupancy in permanent supportive housing.

20. Monitoring Fee. Following completion of construction of the Project, as evidenced by City’s issuance of a final certificate of occupancy or equivalent, Owner shall be obligated to pay to City an annual fee (the “Affordable Housing Monitoring Fee”) in the amount of $80 per restricted unit. The Affordable Housing Monitoring Fee is payable annually on the same date that the Annual Report is due pursuant to Section 18 above. City shall have the right to file a lien against the Project if the Affordable Housing Monitoring Fee is not paid when due and remains unpaid thirty (30) days following the date that City provides written notice of the delinquency. The Affordable Housing Monitoring Fee will increase annually by three percent (3%) over the prior year. Alternatively, the Owner may submit the monitoring fee in a lump sum of $4,400 within 90 days of the Effective Date which shall fulfill the monitoring fee obligation and remove the annual burden of compliance.

21. Recordation; No Subordination. This Agreement shall be recorded in the Official Records of Orange County against the Property. Owner hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City, this Agreement shall not be subordinated in priority to any lien (other than those pertaining to taxes or assessments), encumbrance, deed of trust, or other interest in the Property or the Project. If at the time this Agreement is recorded, any interest, lien, or encumbrance has been recorded against the Project in position superior to this Agreement, upon the request of City, Owner hereby covenants and agrees to promptly undertake all action necessary to clear such matter from title or to subordinate such interest to this Agreement consistent with the intent of and in accordance with this Section 21, and to provide such evidence thereof as City may request.

22. Default and Remedies; Lender Cure Rights. In the event of any breach of any agreement or obligation under this Agreement by Owner, the City shall provide written notice to Owner and Lender of such breach. Owner and Lender shall have an opportunity to cure such breach within thirty (30) days from Owner's and Lender’s receipt of such written notice or such longer period of time as the City determines is necessary to cure the breach if Owner or Lender diligently undertakes to cure such breach. If Owner fails to complete a timely cure of the specified breach, the City may proceed with any remedy provided under the City Documents or allowed by law or in equity to enforce the terms of this Agreement. A cure by the Lender shall be accepted or rejected on the same basis as if made or tendered by Owner. City shall provide a copy of any notice of default hereunder to the Lender, if any, or to such other address provided to the City in writing, concurrently with the provision of such notice to Owner.

23. Effectiveness Succeeds Conveyance of Property and Repayment of Loans. This Agreement will remain effective and fully binding for the full term hereof regardless of (i) any sale, assignment, transfer, or conveyance of the Project or the Property, or any part thereof or interest therein, (ii) any payment, prepayment or extinguishment of the Loan or the Note, if any, or (iii) any reconveyance of the Deed of Trust, if any.

24. Binding Upon Successors; Covenants to Run with the Land. Owner hereby subjects its interest in the Property and the Project to the covenants and restrictions set forth in this Agreement. The City and Owner hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of Owner and City, regardless of any sale, assignment, conveyance or transfer of the Property, the Project or any part thereof or interest therein. Any successor-in-interest to Owner, including without limitation any purchaser, transferee or lessee of the Property or the Project (other than the tenants of the individual dwelling units within the Project) shall be subject to all of the duties and obligations imposed hereby for the full term of this Agreement. Each and every contract, deed, ground lease or other instrument affecting or conveying the Property or the Project or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or other instrument. Owner agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Property and the Project in favor of City.

25. Reconveyance. Upon the termination of this Agreement, the Parties agree to execute and record appropriate instruments to release and discharge this Agreement; provided, however, the execution and recordation of such instruments shall not be necessary or a prerequisite to the termination of this Agreement upon the expiration of the term.

26. Miscellaneous.

26.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties and recorded in the Official Records of Orange County.

26.2 Governing Law; Venue. This Agreement shall be interpreted under and be governed by the laws of the State of California, except for those provisions relating to choice of law and those provisions preempted by federal law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Orange County, California. Owner waives any rights that it may have under California Code of Civil Procedure §394.

26.3 Attorneys' Fees and Costs. In the event that any legal or administrative action is commenced to interpret or to enforce the terms of this Agreement, the prevailing party in any such action shall be entitled to recover all reasonable attorneys' fees and costs incurred in such action.

26.4 Consents and Approvals. Any consent or approval of the City required under this Agreement may be provided by the City Manager of the City or his or her designee unless the City Manager determines that the matter requires approval by the City Council.

26.5 Notices. Notices delivered pursuant to this Agreement shall be delivered by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the principal offices of Owner and the City as follows:

CITY:

OWNER:

City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
Attn: City Manager
San Clemente Petroleum, Inc.
10642 Katella Ave
Anaheim, CA 92804
Attn: Shawn Danesh, CEO

26.6 Relationship of the Parties. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Owner and City shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Owner (except as expressly provided in this Agreement) or to any third party with respect to the Project. Owner shall have no authority to act as an agent of City or to bind City to any obligation.

26.7 No Third Party Beneficiaries. There are no third party beneficiaries under this Agreement.

26.8 Assignment of Enforcement Rights. The City may, but is not required to, assign any or all of its enforcement rights under this Agreement.

26.9 Waiver. Any waiver by the City of any obligation in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Owner or to pursue any remedy allowed under this Agreement, the City Documents, or applicable law. Any extension of time granted to Owner to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Owner shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers.

26.10 Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement.

26.11 Severability. Every provision of this Agreement is intended to be severable. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

26.12 Headings; Construction; Statutory References. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of San Clemente shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

26.13 Entire Agreement; Exhibits. This Agreement, together with the other City Documents contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto.

26.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

26.15 Signatories. Each signatory and Party hereto hereby warrants and represents to the other Party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement.

SIGNATURES ON FOLLOWING PAGE.

IN WITNESS WHEREOF, City and Owner have caused this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants to be executed by their duly authorized representatives as of the date first written above.

CITY:

CITY OF SAN CLEMENTE, a municipal corporation
By: __________________________________
Andy Hall, City Manager
Approved as to form:

By: __________________________________
Elizabeth A. Mitchell, City Attorney
Attest:

By: ___________________________________
Laura Campagnolo, City Clerk
OWNER:

San Clemente Petroleum, Inc.

By: __________________________________
Shahraz Danesh, President

SIGNATURES MUST BE NOTARIZED
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 __________________)
On_____________ before me, __________________, Notary Public, personally appeared, ______, who proved to me 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_____________________________
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_____________________________
Exhibit A

LEGAL DESCRIPTION
The property address is 1430 S. El Camino Real
The legal description is N Tract 822 Block 9 LOTS 1-2 and 35-36 (except the southwesterly 20 feet of Lot 2 and Lot 35) with County Assessor’s Parcel numbers 692-171-18 and 692-171-19 Exhibit B

INSURANCE REQUIREMENTS
Intentionally Omitted.

Exhibit C
HCD Income and Rent Limits for 2025
CA Heath & Safety Code Section 50053: For very low income households, the product of 30 percent times 50 percent of the area median income adjusted for family size appropriate for the unit. 1 6
Last one Calvada Affordable Housing Agreement.rev.Feb. 24, 2026 4937-2226-7035 v.1.docx 4818-8946-3213.2
Last one Calvada Affordable Housing Agreement.rev.Feb. 24, 2026 4937-2226-7035 v.1.docx Affordable Housing Regulatory Agreement 13
Last one Calvada Affordable Housing Agreement.rev.Feb. 24, 2026 4937-2226-7035 v.1.docx https://www.hcd.ca.gov/sites/default/files/docs/grants-and-funding/income-limits-2025.pdf https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=HSC&sectionNum=50053.

EXHIBIT A

San Clemente City CouncilMay 5, 2026

San Clemente City Council
May 5, 2026