Santa Ana City Council
June 21, 2022

0.15 per 1,000.00 over .....1,000,000.00
(4) Classification "D"—Home based businesses: Junk yards, automobile wrecking yards and salvage yards; junk dealers, junk collectors, automobile dismantlers, junk salvagers, and junk recyclers:
for each separate place of business licensed, a basic rate of $100.00$15.00, subject to adjustment for inflation/deflation in accordance with section 21-120, plus:
$0.500.65 per $1,000.00 to .....$100,000.00

0.30 per 1,000.00 to .....500,000.00

0.20 per 1,000.00 to .....1,000,000.00

0.15 per 1,000.00 over .....1,000,000.00
Sec. 21-119.1 - Maximum Tax.

The maximum annual business license tax payable for any single business license required to be obtained pursuant to the Chapter shall not exceed $100,000.00, which amount together with the basic rate amounts established under Section 21-119 shall be subject to annual adjustment in accordance with Section 21-120.

Sec. 21-119.12. - Holding companies and pass-through entities—Basic rate Minimum Tax amount only.

Whenever a business entity or other person functions as a holding company or passthrough entity and does not directly generate gross receipts within the city, but otherwise transacts and carries on business within the city, or maintains a business presence in the city, or is registered as a business entity with the California Secretary of State pursuant to the California Corporations Code as the same now exists or as may be hereafter amended from time-to-time with a designated or registered business entity address located in the city, then the business license tax liability of such business entity or person under Section 21-119 shall be limited to the applicable basic rate minimum tax amount only.

Sec. 21-119.23. - Home-based businesses—Alternate tax.
(a) Persons liable under the terms of this Chapter for gross receipts business license taxes for business conducted from a home residence within the city and whose gross receipts therefrom do not exceed the annual amount specified in Section 21- 120h(1)(a) per year shall have the right to elect an alternate flat rate business license tax as set forth in Section 21-120h of this Chapter for home based businesses and home based occupations, in lieu of the gross receipts tax which would otherwise be applicable.

Such election shall be made in writing at the time of applicant's original application for a City Council 66 – 18 6/21/2022
Resolution No. 2022-XXX

business license or may be made once annually thereafter at the time of licensee's application for a renewal license.
(b) Home based businesses and home occupations eligible for election of an alternate flat rate tax assessment shall be deemed to be those businesses or occupations conducted from a home residence in the city whose business or occupational use of said residential premises meets the requirements for a home occupation permit as set forth in Sections 41-193.1 through 41-607 of this code as the same now exist or as they may be hereafter amended from time-to-time.

Sec. 21-119.43. - Election of an alternate tax assessment basis—Effect.

In every case where a licensee exercises a right under this Chapter to elect an alternate tax assessment basis the effect of said election shall be as follows:
(a) In the event an existing licensee elects to convert their annual license assessment to an alternate tax assessment basis with an annual term beginning one (1) or more calendar quarters before the commencement of their pre-existing tax assessment basis and ending one (1) or more calendar quarters after the conclusion of their preexisting tax assessment basis, then their initial alternate tax assessment shall be subject to a quarterly proration to account for the reduced number of calendar quarters remaining in the term of the newly elected tax assessment.
(b) In the event an existing licensee elects to convert their annual license assessment to an alternate tax assessment basis with an annual term beginning one (1) or more calendar quarters after the commencement of their pre-existing tax assessment basis and ending one (1) or more calendar quarters after the conclusion of their preexisting tax assessment basis, then their pre-existing tax assessment shall be retroactively increased prorata by the number of quarters necessary to account for the quarterly periods remaining between the conclusion of their pre-existing licensing term and the commencement of their alternate tax assessment licensing term.

Sec. 21-120. - Flat rate and variable flat rate tax schedules; adjustment for inflation/deflation.
(a) Flat rate and variable flat rate taxes are as set forth in Section 21-120a through 21-120wz of this article.
(b) Each tax, including each of its components, and any specified deposit amount required in lieu thereof, together with any other charges which are imposed pursuant to this chapter, but excluding the individual gross receipts tax rates set forth in section 21-119, shall be automatically adjusted on November 1, 2023, and on November 1 of each year thereafter, upward or downward, equivalent to the most recent change in the annual average of the consumer price index (All Urban Consumers 1982-84 = 100) as published by the United States Department of Labor for the Los Angeles-Long BeachAnaheim metropolitan area as the same now exists or as shall be from time to time amended by the United States Department of Labor.

City Council 66 – 19 6/21/2022
Resolution No. 2022-XXX

(c) For purposes of calculating the annual inflator/deflator factor under this section, the base year shall be that year ending with the quarter ending June 30, 2022.

Rates (tax rates, basic rate amounts, charges, specified deposit amounts, qualifying threshold amounts, maximum tax cap amounts) shall first be adjusted on November 1, 2023, and thereafter, based on the annually calculated change from the base year through to September 30 of each successive year. Said change shall be rounded off to the nearest whole dollar as follows: If the remaining fraction of a dollar is forty-nine onehundredths of a dollar or less, such fraction shall be omitted. If the remaining fraction of a percent is fifty one-hundredths of a dollar or more, the next highest dollar shall be applied.

Sec. 21-120a. - Advertising services, ambulance companies, amusement services. (1) ADVERTISING SERVICE:
(a) Distributing samples or posting bills .............................. $100.00250.00 A (b) Using vehicle containing loudspeakers .................................... 100.00 A (c) Using amplifier or loudspeakers to advertise user's own business only ........................................................................... 35.00 A (2) AMBULANCE COMPANY:
1 or 2 vehicles each ......................................................................... 100.00 A 3 or more vehicles ............................................................................ 300.00 A (23) AMUSEMENT SERVICES:
(a) Amusement center (a location where mechanical devices or animals are maintained for furnishing rides or entertainment and which may also include vending stands):
(i) Temporary amusement center
(10 days or less), per ride/stand ....................................... $ 25.00 D (iii) More than 10 daysOther:

Base rate ................................................................ $250.00500.00 M Plus, for each ride or vending stand in excess of 10 ...... 25.0060.00 Q (b) Sporting exhibitions ............................................................. 50.00100.00 D (c) Carnival, circuses, concerts, tent shows and open air shows seating not more than 4,000 persons:

First day ..................................................................... 100.00200.00 D Each additional day ..................................................... 50.00100.00 D City Council 66 – 20 6/21/2022
Resolution No. 2022-XXX

(d) Carnival, circuses, concerts, tent shows and open air shows seating more than 4,000 persons:

First day ....................................................................... 250.00500.00 D Each additional
day……………………………………………..150.00300.00 D
Sec. 21-120b. - "Bankrupt," "closing out," "fire" or "wreck" sales; bBuilding tradesmen , bus, limousine and taxi companies.
(1) "BANKRUPT," "CLOSING OUT," "FIRE" OR "WRECK" "SALES:

Any person who has a license issued under this Chapter continuously for one year prior to the sale, if the sale is conducted on the place of business covered by the license, and if the sale is limited to merchandise then on hand in said place of business and lasts no longer than thirty (30) days; provided such person so certifies to the collector prior to such sale there shall be no additional fee.

Otherwise ................................................................................................. $200.00M (12) BUILDING TRADESMEN, per individual ............................................ $35.00 A (23) BUS, LIMOUSINE, or TAXI COMPANY, :
a. BUS, LIMOUSINE, per vehicle ............................................................. .100.00 A b. TAXI COMPANY, per vehicle ………………………………………………35.00 A

1. Prior to July 1, 1998 ....................................................... 100.00 A

2. Effective July 1, 1998 ..................................................... 30.00 A Sec. 21-120c. - Catering trucks, change in location amendment charge, change in name amendment charge, christmas tree and pumpkin lots, contractors. (1) CATERING TRUCKS, per vehicle ........................................... $100.00250.00 A (2) CHANGE IN LOCATION AMENDMENT CHARGE, per license ... 10.0015.00 C (3) CHANGE IN NAME AMENDMENT CHARGE, per license ........... 10.0015.00 C (4) CHRISTMAS TREE LOTS, per lot .............................................. 100.008.00 DM (5) PUMPKIN PATCH LOTS, per lot ................................................ 100.008.00 DM (6) CONTRACTOR—GENERAL CONTRACTOR,
prorated quarterly per contractor ............................................... 120.00300.00 A (7) CONTRACTOR—SPECIALTY and SUBCONTRACTOR,
prorated quarterly per contractor ............................................... 110.00275.00 A Sec. 21-120d. - Dances, dance halls, day nurseries, duplicate license charge. (1) DANCE HALL, PUBLIC ...................................................................... $200.00 A City Council 66 – 21 6/21/2022
Resolution No. 2022-XXX

(2) DANCING PLACE, PUBLIC ................................................................. 100.00 A (31) DANCE, PUBLIC, per dance. .................................................................. $25.0035.00 D
(4) DAY NURSERY .................................................................................. 35.00A; (52) DUPLICATE LICENSE CHARGE, per license ...................................... 10.00 C Sec. 21-120f. - Firework stand.;$;
FIREWORK STAND, per stand , \$100.00250.00 ;\$;
Sec. 21-120g. - Gardeners or lawn maintenance workers.;\$; GARDENERS OR LAWN MAINTENANCE WORKER, per individual………,\$35.00 A ;\$;
Sec. 21-120h. - Home-based businesses, home occupations, hobby - gratuitous license charge.
(1) HOME-BASED BUSINESS/HOME OCCUPATION ..................... $165.0035.00 A a. QUALIFYING THRESHOLD AMOUNT per licensee ............. $50,000.00 T (2) HOBBY – GRATUITOUS LICENSE CHARGE, per license ..................... 10.00 C Sec. 21-120i. - Independent contractors, ice cream trucks, itinerant merchants, insurance solicitors, initial period application processing charge. (1) INDEPENDENT CONTRACTOR, per individual .................................. $35.00 A (2) INITIAL PERIOD APPLICATION PROCESSING CHARGE
Per license application ........................................................................... 15.00 C (3) ITINERANT MERCHANT ......................................................... $100.00250.00 Q (4) INSURANCE SOLICITOR, per solicitor ................................................. 35.00 A (5) ICE CREAM TRUCKS .............................................................. $100.00250.00 A Sec. 21-120j. - Janitorial and building maintenance services, junk collection. (1) JANITORS AND BUILDING MAINTENANCE WORKERS,
Per individual ..................................................................................... $35.00 A (2) JUNK COLLECTION, per vehicle ........................................... $100.00250.00 A City Council 66 – 22 6/21/2022
Resolution No. 2022-XXX

Sec. 21-120m. - Minimum gross receipts – qualifying threshold amount / gratuitous license charge.

MINIMUM GROSS RECEPTS – QUALIFYING THRESHOLD AMOUNT /

GRATUITOUS LICENSE CHARGE
(a) QUALIFYING THRESHOLD AMOUNT per licensee $1,200.00 $5,000.00 AT (b) GRATUITOUS LICENSE CHARGE, per license .............................. 10.00 C Sec. 21-120n – New Business – minimum tax.

NEW BUSINESS – MINIMUM TAX
Per license ................................................................................................ $10.00 A Sec. 21-120o. - Off-premises commercial advertising signs.

OFF-PREMISE COMMERCIAL ADVERTISING SIGNS:
(1) Sign faces with gross dimensions equal to or less than three hundred (300) square feet, per sign face ..................................................... $75.00190.00 A (2) Sign faces with gross dimensions in excess of three hundred (300) square feet, per sign face ................................................... $100.00250.00 A Sec. 21-120p. - Pawnbrokers, Ppeddlers, and professional services, pushcarts. (1) PAWNBROKER .............................................................................. $400.00 A (12) PEDDLER, per peddler as principal ...................... $100.00250.00 A or 10.00 D (23) PEDDLER, per peddler as independent contractor ............................. 35.00 A (34) PRINCIPAL'S PEDDLER'S LICENSE .................................... $200.00400.00 A per each person engaged in peddling in the city ................................. 35.00 A (45) Reserved.PROFESSIONAL SERVICES:
(a) Per location, plus ...................................................................... $100.00 A (b) Each practicing principal in excess of one .................................. 100.00 A (c) Each licensed associate ............................................................... 50.00 A (d) Each additional person ............................................................... 10.00 A (56) PUSHCARTS, per pushcart ..................................................... 200.00500.00 A Sec. 21-120r. - Real estate agents, renewal application processing charge, rental of residential real estate: residential property rental; residential apartment rental; rooming house rental; residential mobile home property rental; revalidation application processing charge.

City Council 66 – 23 6/21/2022
Resolution No. 2022-XXX

(1) REAL ESTATE AGENT, per agent .................................................... $35.00 A (2) RENEWAL APPLICATION PROCESSING CHARGE
Per license renewal application ........................................................... 15.00 C (3) RESIDENTIAL PROPERTY RENTAL UNIT ................................. 25.0063.00 A Plus per each property rental unit .................................................. 5.0013.00 A (4) RESIDENTIAL APARTMENT RENTAL ........................................ 25.0063.00 A Plus per each apartment rental unit ................................................ 5.0013.00 A (5) ROOMING HOUSE RENTAL ....................................................... 25.0063.00 A Plus per each room rental unit ........................................................ 5.0013.00 A (6) RESIDENTIAL MOBILE HOME PROPERTY RENTAL ................ 25.0063.00 A Plus per each rental unit space ...................................................... 5.0013.00 A (7) REVALIDATION APPLICATION PROCESSING CHARGE
Per license revalidation application. ..................................................... 10.00 C Sec. 21-120s. - Sealing of nonidentified or unlicensed machines; sharpening services; shoeshine stands, solicitors, swap meet exhibitor. (1) SEALING OF NONIDENTIFIED OR UNLICENSED MACHINES
Per machine ......................................................................................... $10.00 C (2) SHARPENING SERVICE, place to place ......................................... $ 35.00 A (23) SHOESHINE STAND, per operator ............................................... 15.0035.00 A (34) SOLICITOR, per solicitor as principal ........................................ 100.00250.00 A (45) SOLICITOR, per solicitor as independent contractor ............................ 35.00 A (56) PRINCIPAL'S SOLICITOR'S LICENSE ..................................... 200.00400.00 A Per each person engaged in soliciting in the city .................................. 35.00 A (67) SWAP MEET EXHIBITOR, per participating exhibitor ........................ 1.003.00 D Sec. 21-120t. - Theatrical performance; tow trucks, trucking and general delivery. (1) THEATRICAL PERFORMANCE .............................................. $ 50.00120.00 D (2) TRUCKING AND GENERAL DELIVERY, per vehicle ................ 50.00120.00 A (3) TOW TRUCKS, per vehicle ....................................................... 50.00120.00 A City Council 66 – 24 6/21/2022
Resolution No. 2022-XXX

Sec. 21-120v. - Vending and coin-operated machines.

COIN-OPERATED MACHINES OR DEVICES:
(1) Per $0.100.25 device and over ........................................................... $20.00 A (a) First Machine. ............................................................................. $ 25.00 A (b) Per additional device. .................................................................... 13.00 A (2)Per $0.05 device and under,
(a) First machine ................................................................................. 10.00 A (b) Per additional device ....................................................................... 5.00 A Sec. 21-120w. - Warehouses, watchmen and private police. (1) WAREHOUSE .......................................................................... $100.00250.00 A (2) WATCHMEN or PRIVATE POLICEMEN, per individual ...................... 35.00 A Sec. 21-121. - Adjustment for inflation/deflationReserved.

Section 6. Article XIV (Tax Holiday) is hereby added to Chapter 21 of the Santa Ana Municipal Code (Licenses) to read in its entirety as follows.

ARTICLE XIV. - TAX HOLIDAY
Sec. 21-143. - Development and Administration of the Tax Holiday Program.

The City Manager and his or her designee shall develop and administer a Tax Holiday program as authorized and provided in this article.

Sec. 21-144. - Duration and Application of Program.

The Tax Holiday program shall be conducted for the period of twelve (12) months as specified hereinafter.
(a) All annual license renewals based upon a flat rate shall be for the twelvemonth period beginning January first of the current year and shall expire on the thirty-first day of December of the current year.
(b) All annual license renewals based upon a variable flat rate shall be for the twelve-month period beginning July first of the current year and shall expire on the thirtieth day of June of the following year.

City Council 66 – 25 6/21/2022
Resolution No. 2022-XXX

(c) All annual license renewals based upon gross receipts shall be for the twelve-month period beginning on April first of the current year and shall expire on the thirty-first day of March of the following year.
(d) All quarterly licenses shall be for the period of three (3) months beginning on the first day of January and ending on the thirty-first day of March; on the first day of April and ending on the thirtieth day of June; on the first day of July and ending on the thirtieth day of September; on the first day of October and ending on the thirty-first day of December.

Sec. 21-145. - Elements of program; requisites for compliance with program. (a) The provisions of this article shall apply to any persons who are required to obtain a business license and pay a business license tax under Chapter 21 of the Santa Ana Municipal Code and who files a business license application and complies with the following program requisites:
(1) Substantially complies with the business license application procedure created and administered by the City Manager and his or her designee; (2) For any persons with unlicensed businesses who pay in full all business license taxes for the current tax year within a ninety (90) day period shall then be excused from all back tax liability, including penalties and interest, as described in Section 21-15. (3) For any persons with licensed businesses that are in arrears for business license taxes or under-assessed as a result of improperly underreporting business license tax liabilities and wish to cure an arrears or underreporting may do so. However, the principal amount of the arrears outstanding or the principal amount of the underassessment must be paid in full in order to qualify for a penalty and interest Tax Holiday. (b) For any business license taxes subject to a Tax Holiday under this program, the City Manager and his or her designee may enter into an installment payment agreement, in lieu of the complete payment required under subdivision 2 of subsection (a) of this section. Failure of a person paying a business license tax to fully comply with the terms of the installment payment agreement shall render the waiver of any penalties and interest applicable thereto null and void, unless the City Manager and his or her designee determines that the failure was due to reasonable cause and the person substantially complied with the terms of the installment agreement. An installment agreement under this article shall have a minimum term of six (6) months, by which date all arrears business license taxes, fees, and costs must be fully paid. The City Manager and his or her designee may use their discretion to alter any existing installment agreement to reflect the intent of the Tax Holiday.

City Council 66 – 26 6/21/2022
Resolution No. 2022-XXX

Section 21-146. - Implementation of article.

The City Manager and his or her designee shall adequately publicize the Tax Holiday program, issue forms and instructions, and take all other necessary actions needed to implement this article. The City Manager and his or her designee shall have the discretion to create the application for the Tax Holiday program. The Finance and Management Services Agency shall have the discretion to determine whether a taxpayer has substantially complied with the requirements of the Tax Holiday program.

Section 7. Pursuant to Section 2(b) of Article XIII C of the California Constitution and California Elections Code Section 9217, if a majority of the voters voting in the election on this ordinance vote in its favor, the ordinance shall become a valid and binding ordinance of the City of Santa Ana. The ordinance shall be considered as adopted upon the date that the vote is declared by the City Council, and shall go into effect ten (10) days after that date.

Section 8. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The People of the City of Santa Ana hereby declare that they would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional.

Section 9. Following certification by the Clerk of Council that the citizens of Santa Ana have approved this ordinance, the Mayor shall sign this ordinance and the Clerk shall cause the same to be entered in the book of original ordinances and shall cause the same, or a summary thereof, to be published as required by law.

PASSED, APPROVED, and ADOPTED by the People of the City of Santa Ana this 8th day of November, 2022

Vicente Sarmiento
Mayor
ATTEST:

Daisy Gomez
Clerk of the Council
City Council 66 – 27 6/21/2022
Resolution No. 2022-XXX

APPROVED AS TO FORM:

Sonia R. Carvalho
City Attorney
City Council 66 – 28 6/21/2022
Planning and Building Agency
www.santa-ana.org/departments/planning-and-building
Item # 67
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Zoning Ordinance Amendment No. 2022-01 (Billboards Ordinance) AGENDA TITLE:

Public Hearing - The City of Santa Ana is Proposing to Repeal Article XII (Off-Premise Commercial Advertising Signs) of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) and Adopt a New Ordinance that Would Allow the Construction of New Digital Billboards and Reconstruction of Existing Billboards with Digital Displays, Subject to Certain Location and Development Standards

RECOMMENDED ACTIONS

1. Adopt the resolution for Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, Environmental Review No. 2022-19, and

2. Approve first reading of an ordinance approving Zoning Ordinance Amendment (ZOA) No. 2022-01 to repeal Article XII of Chapter 41 of the Santa Ana Municipal Code and adopt a new off-premise commercial advertising signs (billboards) ordinance, and to modify thresholds for development project plan approvals for billboards.

EXECUTIVE SUMMARY
The City of Santa Ana is proposing to repeal Article XII (Off-Premise Commercial Advertising Signs) of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) and re-adopt a new ordinance that would allow the construction of new digital billboards and reconstruction of existing billboards with digital displays, subject to certain location and development standards. The existing ordinance, adopted in 1984 and last modified in 1987, is out of compliance with State laws and does not address the evolving nature of the billboard industry. Under the proposed ordinance, digital billboards would be allowed subject to certain permit requirements, as well as obligations to remove static billboards in Santa Ana or community and economic benefit plan agreements.

Planning Commission Action
At its regularly scheduled meeting on April 25, 2022, the Planning Commission voted 6:0 (Vice-Chair Pham absent) to recommend that the City Council approve and adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program and adopt an ordinance approving ZOA No. 2022-01. The recommendation to approve also includes modifications to the operating agreement section to address minimum local hiring requirements to be considered for alternatives to required billboard reductions in City Council 67 – 1 6/21/2022
Zoning Ordinance Amendment No. 2022-01 (Billboards Ordinance) June 21, 2022

the operating agreement template, and to incentivize local hiring from Santa Ana residents, which have been incorporated into the draft ordinance in Section 41-1113 and into the Economic and Community Benefits Plan segment in Section 1 of the draft Operating Agreement template that is described in further detail on page 5 of this report.

DISCUSSION
Background and Existing Conditions
Article XII of the Zoning Code was first adopted in 1984 (Ordinance NS-1722), allowing and regulating off-premise commercial advertising signs (billboards) subject to certain location and development standards. In 1987, the City Council adopted Ordinance NS1915 to amend and update billboard regulations by excluding such advertising signs from “Critical Development Areas” and “Improvement Areas,” which restricted billboard placement in many areas of the City.

Beginning in 2017, the City Council directed staff to explore updating the existing billboard ordinance to allow for new digital billboards and the conversion (reconstruction) of existing billboards to digital displays subject to providing net economic and community benefits that may include public service announcements, reduction of existing static billboards within the City, and revenue sharing. Areas of exploration for new digital billboards included freeway corridors, Downtown parking structures, and the Santa Ana Stadium.

Following this evaluation, in November 2018, staff provided feedback on the research to the former Economic, Development, Infrastructure, Budget & Technology (EDIBT) Committee in place at the time to proceed with regulations allowing digital billboards along freeways within City limits.

The City of Santa Ana Public Works Agency is in a concurrent process to enter into an agreement with a vendor for the installation of digital billboards and other digital advertisements on City-owned sites along freeways, major roadways, bus shelters, and City-owned parking structures in Downtown. This agreement was subject to separate consideration by the City Council and approved with modifications on April 19, 2022.

However, the development regulations drafted for the agreement are consistent with those proposed by the ordinance that is the subject of this request.

There are currently 92 billboard structures in Santa Ana for off-premise advertising. These billboards are all static (non-digital) and are located along freeways and roadways, such as at major intersections and on major arterials. The existing billboards range in size, with small, medium, and large displays; displays with or without external illumination; and displays that are either single- or double-sided.

Nearly all of the existing off-premise billboards are legal nonconforming because they are located in areas identified as “Critical Development Areas” and “Improvement Areas” on a map adopted in 1987, and because of their size, location, and lack of billboard permit.

Because the proposed ordinance would allow only digital billboards, these existing static City Council 67 – 2 6/21/2022
Zoning Ordinance Amendment No. 2022-01 (Billboards Ordinance) June 21, 2022

billboards would remain legal nonconforming. However, the proposed ordinance would allow installation of digital billboards in exchange for removal of static billboards citywide.

Proposed Ordinance
The proposed ordinance would allow the construction of new digital billboards and reconstruction of eligible existing, static billboards to contain digital displays. Digital billboards would be permitted only on sites near a freeway, and new static displays would be prohibited. Depending on the type of construction or conversion proposed, digital billboards would require administrative (staff) review and approval, or approval of a conditional use permit (CUP) by the Planning Commission. Table 1 of this report outlines the proposed review and approval process.

Table 1: Proposed Review and Approval Process
All digital billboards would be subject to execution of an operating agreement of form and content acceptable to the City Manager. The use of operating agreements is similar to existing procedures and templates in use for other unique project types, such as commercial cannabis businesses. Table 2 of this report illustrates the proposed development standards for digital billboards.

Billboard Type Permit Type
Required
Approving
Body
Public Hearing
Required
Development Project
Plan Director of PBA
Conditional Use
Permit
Planning
Commission
New Digital Billboard
Operating Agreement City Manager
Yes
Development Project
Plans
Conversion/Reconstruction Director of PBA
of Existing Freeway-Oriented
Static Billboard Operating Agreement City Manager
No
Development Project
Plan Director of PBA
Conditional Use
Permit
Planning
Commission
Conversion/Reconstruction
of Existing Freeway-Oriented
On-Premise Sign
Operating Agreement City Manager
Yes
Development Project
Plan Director of PBA
Conditional Use
Permit
Planning
Commission
Relocation of Existing Static
or Digital Billboards (1)
Operating Agreement City Manager
Yes
Notes:

1. If required and permitted by the California Outdoor Advertising Act, as amended from time to time.

City Council 67 – 3 6/21/2022
Zoning Ordinance Amendment No. 2022-01 (Billboards Ordinance) June 21, 2022

Table 2: Proposed Development Standards
Item Existing Ordinance Proposed Ordinance
Site Use or Zoning Prohibited on sites zoned
Residential Estate (RE), SingleFamily Residence (R1), TwoFamily Residence (R2), MultipleFamily Residence (R3)/HighDensity Multiple-Family Residence (R3H), Suburban Apartment (R4),
Professional (P), and Civic
Development (CD), as well as
Critical Development Areas and
Improvement Areas map.

Allowed sites zoned and used for
non-residential purposes; may be
modified with issuance of a CUP
in specific development zones,
specific plan areas, and overlay
zones where mixed-use
residential/commercial
developments are permitted.

Location near
Freeway
Prohibited within 750 feet of a
freeway right-of-way.

Allowed within 300 feet of the
edge of payment of a freeway.

Separation from
Residential
Prohibited within 300 feet of
residentially-zoned or used
property.

Minimum 500-foot separation from
residentially-zoned property; may
be reduced to 150-foot separation
subject to issuance of a CUP in
specific development zones,
specific plan areas, and overlay
zones where mixed-use
residential/commercial
developments are permitted.

Overall Height Maximum 35 feet. Maximum 60 feet.

Size of Billboard
Face
Maximum 300 square feet. As permitted by Caltrans
(maximum 25 feet by 60 feet, and
maximum 1,200 square feet).

Separation
Between Billboards
Minimum 800 feet. Minimum 1,000 feet between
digital billboards (as permitted by
Caltrans)
Lighting No external or internal (digital)
illumination permitted.

No external illumination permitted;
maximum illumination of digital
display 0.3 foot-candles above
ambient lighting conditions.

Permit
Requirement
Billboard permit subject to Zoning
Administrator review and
approval; Relocation subject to
billboard permit review and
approval by the Zoning
New billboard: CUP + Operating
Agreement
Conversion/Reconstruction:

Administrative Approval +
Operating Agreement
City Council 67 – 4 6/21/2022
Zoning Ordinance Amendment No. 2022-01 (Billboards Ordinance) June 21, 2022

Item Existing Ordinance Proposed Ordinance
Administrator, and relocation
agreement review and approval by
the Planning Commission and City
Council.

Conversion of Existing Digital OnPremise Sign and Relocation of Existing Billboard: CUP +
Operating Agreement.

Operating
Agreement
None required. All billboards would be subject to
execution of an Operating
Agreement demonstrating
provisions providing net economic
and community benefits.

Billboard Removal
and Economic and
Community
Benefits
Obligations
None required. All billboards would be subject to
removal of static billboards from
within Santa Ana, with an option
for obligations to fulfill economic
and community benefits.

Operating Agreement
Pursuant to Section 41-1113 of the draft ordinance, all billboards would be subject to execution of an Operating Agreement (OA) providing a minimum annual guarantee fee to the City equivalent to $90,000 per face of the digital billboard in General Fund revenue and demonstrating provisions providing net economic and community benefits through an Economic and Community Benefits Plan.

Examples of the benefits include the removal of legal nonconforming billboards; minimum display percentages or times for the advertising of City events and public service announcements; public art programming; physical site improvements; automatic brightness reductions or automatic display shutoffs due to proximity to sensitive land uses; minimum advertising of goods, products, or services provided onsite; monetary contribution intended for streetscape amenities or publicly accessible open space that enhances the quality and comfort of the pedestrian experience; minimum 20-percent local hiring from Santa Ana residents to be considered for billboard removal alternatives through the Economic and Community Benefits Plan; and/or financial contributions to the City with the intent to achieve the same results.

The OA template also contains provisions allowing sites to reduce obligations to remove nonconforming billboards, subject to certain criteria. These include being a regional automobile dealership, business, or commercial center, and demonstration of large volumes of taxable sales and minimum 20 percent local employment, commitment to physical onsite improvements, as well as committing to minimum 30 percent displays of goods or products sold onsite.

City Council 67 – 5 6/21/2022
Zoning Ordinance Amendment No. 2022-01 (Billboards Ordinance) June 21, 2022

Analysis
Since the adoption of Ordinance Nos. NS-1722 and NS-1915, amendments to the Outdoor Advertising Act and other regulations and policies of the California Department of Transportation (Caltrans), as well as changes in technology allowing digital displays on billboards, have rendered many segments of the Article XII of Chapter 41 of the SAMC outdated and obsolete. This status effectively prohibits construction or reconstruction of new or existing billboards, as well as installation of electronic message displays. Since their adoption, these ordinances have also effectively rendered existing billboards in Santa Ana as legal nonconforming.

The California Outdoor Advertising Act, set forth in California Business and Professions Code Section 5200 et seq., generally provides that compensation must be paid to billboard owners for the removal, abatement, or limitation of the customary maintenance, use, or repair of certain lawfully erected nonconforming billboards, except through a relocation agreement. Business and Professions Code Section 5412 specifically empowers a city to enter into relocation agreements on whatever terms are agreeable to an outdoor advertising display owner and such city as a means of eliminating the need to pay compensation for their removal from areas of the city that may be inappropriate or cause blight.

Construction of new billboards is prohibited along highways designated as landscaped freeways with certain exceptions, including the construction of relocated billboards pursuant to California Business and Professions Code Section 5443.5 or the construction of new billboards along portions of landscaped freeways that have been declassified.

Business and Professions Code Section 5412 further empowers a city to adopt ordinances or resolutions providing for the relocation of billboards. However, the relocation provisions contained in the current ordinance effectively prohibit relocation of billboards within the City; therefore, the proposed ordinance would bring the City’s offpremise commercial advertising signs ordinance into compliance with State law.

Improvements in technology have also allowed for the modernization of advertising by way of the creation of digital messaging, which have been utilized by advertising companies throughout the nation for both on- and off-premise commercial advertising displays. In Santa Ana, digital on-premise advertising signs have been permitted by the Zoning Code since 2014; five such displays currently exist at MainPlace, the Discovery Cube, Tom’s Trucks Center, McFadden Place, and the Auto Mall and will remain permitted through their respective Regional Planned Sign Program applications, pursuant to SAMC Sec. 41-885. The regulations applicable to these types of on-premise digital displays are reflected in the draft ordinance for off-premise digital signs, as they have been proven to effectively reduce the visual impact of digital signs based on ambient lighting conditions (i.e., sunny, cloudy, dawn/dusk, and nighttime brightness).

Should the ordinance be adopted and implemented, it is estimated that a total of 10-15 new digital or converted digital billboards may be constructed along either the Santa Ana City Council 67 – 6 6/21/2022
Zoning Ordinance Amendment No. 2022-01 (Billboards Ordinance) June 21, 2022

(I-5), Garden Grove (SR-22), and Costa Mesa (SR-55) freeways. The segments include portions of I-5 between MainPlace Mall and the Santa Ana Zoo, a small segment of SR22 near Grand Avenue, and SR-55 between I-5 and MacArthur Boulevard. Portions of SR-22 and SR-55 near residential areas would be largely excluded due to proximity to residential areas and Caltrans designation as landscaped freeways. The ordinance’s proposed development regulations would require that all displays be freeway-oriented to reduce visual impact onto any nearby private properties, such as residential uses, schools, and parks. As Santa Ana contains some of the region’s most heavily-travelled freeways, the City is in a position to maximize visibility and revenue-generating capacities from the new billboards. The proposed ordinance is also drafted to be in compliance with all current applicable State and Federal regulations, including prohibitions against locating new digital billboards in any areas designated as landscaped freeway and/or scenic highways.

Public Notification and Community Outreach
The Planning Commission held three work-study sessions on the proposed ordinance in June and July 2020 and in February 2022. The three work-study sessions were published on each meeting’s respective agendas. The Planning Commission posed questions and provided feedback to staff during each study session regarding location, separation, and digital display brightness, as well as economic and community benefits. The proposed ordinance is reflective of this feedback. As the work-study sessions were published on the meetings’ agendas, opportunities were provided to the community to provide feedback and pose questions.

As part of the ordinance preparation process, including the release of the Mitigated Negative Declaration for the 30-day public comment period, the City notified and received communication from 10 established Neighborhood Associations that could be affected by construction or reconstruction of new digital billboards. These Neighborhood Associations include: Morrison/Eldridge Park, Fisher Park, Floral Park, Santa Ana Triangle, Park Santiago, Logan, Grand Sunrise, Mabury Park, Saddleback View, and Lyon Street. As of the date of this report’s publication, no significant issues or concerns were identified by any of these 10 Neighborhood Associations’ contacts or residents.

In accordance with Assembly Bill No. 52, the City sent invitations for consultation to local Native American tribes. Following the 30-day invitation period for consultation, no requests were received. Lastly, notifications of the proposed ZOA were published in accordance with City and State regulations. A copy of the public notice is provided in Exhibit 5.

ENVIRONMENTAL IMPACT
A Mitigated Negative Declaration (MND) including one technical study evaluating air quality and greenhouse gas, was prepared for the project. No areas of significance or unavoidable impacts were determined to occur from the construction or operation of the proposed project with the implementation of mitigation measures (Exhibit 1). The MND City Council 67 – 7 6/21/2022
Zoning Ordinance Amendment No. 2022-01 (Billboards Ordinance) June 21, 2022

was available for public review and comment for 30 days as required by CEQA between March 7 and April 6, 2022. One comment was received from the City of Orange. A written response to the comment were prepared and incorporated into the environmental document.

The project requires adoption of a Mitigation Monitoring and Reporting Program (MMRP), which will reduce all identified impacts to less than significant with implementation of the MMRP. Based on the environmental checklist form completed for the proposed project and supporting environmental analysis, the project would have no impact or a less than significant impact on the following environmental issue areas: Aesthetics, Agriculture and Forestry Resources, Air Quality, Biological Resources, Energy, Greenhouse Gas Emissions, Hydrology and Water Quality, Land Use and Planning, Mineral Resources, Noise, Population and Housing, Public Services, Recreation, Transportation, Utilities and Service Systems, and Wildfire. The proposed project’s impacts on the following issue areas would be less than significant with the implementation of mitigation: Cultural Resources, Geology and Soils, Hazards and Hazardous Materials, Tribal Cultural Resources. All impacts would be less than significant after mitigation.

FISCAL IMPACT
Applications for new or reconstructed/converted billboards are expected to generate up to $95,000 in cost recovery monies stemming from application processing over the life of the ordinance, based on the current conditional use permit application fee of $6,150.89 and up to 15 locations, subject to annual fee rate adjustments.

In addition, the estimated value of the economic and community benefits deriving from each billboard in monetary value is expected to generate a minimum of $180,000 in General Fund revenue per double-sided billboard annually, subject to three-percent annual increases, or 30 percent of the annual net advertising revenue. The total expected minimum revenues based on up to 15 locations is $2.7 million annually, an annual figure expected to be achieved over a five- to ten-year period.

EXHIBIT(S)

1. Resolution Approving and Adopting Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program

2. Ordinance approving Zoning Ordinance Amendment No. 2022-01.

3. Billboard Potential Areas Maps

4. Map of Existing Billboards in Santa Ana

5. Draft Operating Agreement Template

6. Copy of Public Notice
Submitted By: Minh Thai, Executive Director, Planning and Building Agency Approved By: Kristine Ridge, City Manager
City Council 67 – 8 6/21/2022

Resolution No. 2022-XXX

RESOLUTION NO. 2022-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF SANTA ANA ADOPTING THE MITIGATED

NEGATIVE DECLARATION AND MITIGATION

MONITORING AND REPORTING PROGRAM FOR

THE SANTA ANA OFF-PREMISES COMMERCIAL

SIGNS ORDINANCE UPDATE PROJECT

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows:

A. The City of Santa Ana is seeking approval of Zoning Ordinance Amendment No. 2022-01 to repeal and reenact in its entirety Article XII of Chapter 41 of the Santa Ana Municipal Code pertaining to off-premise commercial advertising signs (billboards). This Ordinance, referred to as the Santa Ana Off-Premises Commercial Advertising Signs Ordinance Update Project (“Project”), would allow the construction and reconstruction of new digital billboards in certain areas of the city subject to location requirements and development standards.

B. The Project is required to undergo an environmental review pursuant to the California Environmental Quality Act (CEQA) and the state CEQA Guidelines.

Through its consultant, the City prepared an Initial Study leading to a Mitigated Negative Declaration (“IS/MND”) for the Project. Based on the IS/MND, the Project would have no impact or a less than significant impact on the following environmental issue areas:

Aesthetics, Agriculture and Forestry Resources, Air Quality, Biological Resources, Energy, Greenhouse Gas Emissions, Hydrology and Water Quality, Land Use and Planning, Mineral Resources, Noise, Population and Housing, Public Services, Recreation, Transportation, Utilities and Service Systems, and Wildfire. The Project’s impacts on the following issue areas would be less than significant with the implementation of mitigation: Cultural Resources, Geology and Soils, Hazards and Hazardous Materials, and Tribal Cultural Resources. All impacts would be less than significant after mitigation.

C. The Mitigated Negative Declaration (MND), Environmental Review (ER) No. 2022-19, for the Project reflects the City’s independent judgement and analysis as lead agency for the project.

D. On March 7, 2022, a Notice of Intent (NOI) to adopt the IS/MND, ER No. 2022-19, was published in the Orange County Register newspaper and circulated to interested parties, including listed contacts for 10 Neighborhood Associations in Santa Ana.

City Council 67 – 9 6/21/2022

Resolution No. 2022-XXX

E. In accordance with California Pubic Resources Code section 21091 and State CEQA Guidelines Section 15073, the Initial Study/Mitigated Negative Declaration for the Project was circulated for a 30-day public review and comment period from March 7 through April 6, 2022. The City initiated a 30-day public comment period by filing a Notice of Completion and Availability with the State Office of Planning and Research.

The document was available for public review at the Santa Ana City Hall, Santa Ana Public Library, on the project’s webpage on the City’s website, and at State Office of Planning and Research State Clearinghouse webpage (SCH Number 2022030204). At the completion of the comment period, one comment from the City of Orange was received and incorporated as part of the Final Initial Study/Mitigated Negative Declaration (“Final IS/MND”) and is incorporated herein by reference.

F. The mitigation measures set forth in the MND are fully enforceable and will be implemented using the related Mitigation Monitoring and Reporting Program, accompanying the Final IS/MND in order to avoid or minimize adverse environmental impacts identified therein.

G. On April 25, 2022, the Planning Commission of the City of Santa Ana held a duly noticed public hearing to consider all testimony, written and oral, related to the Final IS/MND and the related Mitigation Monitoring and Reporting Program for the Project, at which time all persons wishing to testify were heard. The Planning Commission recommended that the City Council adopt MND, ER No. 2022-19, and the related MMRP for the Project.

H. On June 21, 2022, the City Council of the City of Santa Ana held a duly noticed public hearing to consider all testimony, written and oral, related to the Final IS/MND and the related Mitigation Monitoring and Reporting Program for the Project, at which time all persons wishing to testify were heard, and the project was fully considered, and all other legal prerequisites to the adoption of this Resolution occurred.

Section 2. The City Council has independently reviewed and analyzed the information contained in the Final Initial Study/Mitigated Negative Declaration for the Project. The City Council has, as a result of its consideration and the evidence presented at the hearing on this matter, determined that, as required pursuant to the CEQA and the State CEQA Guidelines, the Final IS/MND adequately addresses the expected environmental impacts of the Project. On the basis of this review, the City Council finds that there is no substantial evidence from which it can be fairly argued that the Project will have a significant adverse effect on the environment.

Section 3. The City Council hereby adopts the Final IS/MND, attached hereto as Exhibit A, and the related Mitigation Monitoring Program, attached hereto as Exhibit B, and directs that a Notice of Determination be prepared and filed within five (5) working days of final Project approval with the Clerk of the County of Orange in the manner required by law. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for City Council City Council 67 – 10 6/21/2022

Resolution No. 2022-XXX

Action dated June 21, 2022 and exhibits attached hereto; and the public testimony, written and oral, all of which are incorporated herein by this reference.

Section 4. The City Council hereby approves the Project, based upon the entire record before it and all written and oral evidence presented Section 5. Pursuant to Title XIV, California Code of Regulations, section 753.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed project will have the potential for any significant adverse effect on fish and wildlife. The proposed project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. However, the payment of Fish and Game Department filing fees in conjunction with this Project is at the ultimate discretion of the State of California Department of Fish and Wildlife.

Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution.

ADOPTED this ____ day of___________, 2022.
_______________________
Vicente Sarmiento
Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho
City Attorney
By:________________________
John M. Funk
Chief Assistant City Attorney
AYES: Councilmembers ___________________________________ NOES: Councilmembers ___________________________________ ABSTAIN: Councilmembers ___________________________________ NOT PRESENT: Councilmembers ___________________________________ City Council 67 – 11 6/21/2022

Resolution No. 2022-XXX

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on __________________.

Date: ____________ ____________________________
Clerk of the Council
City of Santa Ana
City Council 67 – 12 6/21/2022

Resolution No. 2022-XXX

EXHIBIT A

MITIGATED NEGATIVE DECLARATION
The Mitigated Negative Declaration for the Project and Technical Studies are available online at:
https://www.santa-ana.org/billboard-ordinance-update
Or in person by visiting:

Planning and Building Agency – Planning Division Public Counter 20 Civic Center Plaza
Santa Ana, CA 92701
Or
Santa Ana Public Library (Main Library)
26 Civic Center Plaza
Santa Ana, CA 92701
City Council 67 – 13 6/21/2022
Resolution No. 2022-XXX

EXHIBIT B

MITIGATION MONITORING AND REPORTING PROGRAM
The California Environmental Quality Act (CEQA) requires that a reporting or monitoring program be adopted for the conditions of project approval that are necessary to mitigate or avoid significant effects on the environment (Public Resources Code [PRC] 21081.6).

PRC Section 21081.6 provides general guidelines for implementing mitigation monitoring programs and indicates that specific reporting and/or monitoring requirements, to be enforced during project implementation, shall be defined prior to final certification of the Final Initial Study-Mitigated Negative Declaration (IS-MND).

This Mitigation Monitoring and Reporting Program (MMRP) is intended to track and ensure compliance with adopted mitigation measures during the project implementation phase. For each mitigation measure recommended in the Final IS-MND, specifications are made herein that identify the action required, the monitoring that must occur, and the agency or department responsible for oversight.

The table below lists mitigation measures that reduce the potentially significant effects of the proposed project. These measures correspond to those discussed in in the ISMND. To ensure that the mitigation measures are properly implemented, a monitoring program has been devised that identifies the timing and entity/agency responsible for monitoring each measure. The City of Santa Ana will have the responsibility for implementing the measures, and various public agencies will have the primary responsibility for enforcing, monitoring, and reporting the implementation of the mitigation measures.

City Council 67 – 14 6/21/2022

SANTA ANA OFF-PREMISES COMMERCIAL

ADVERTISING SIGNS ORDINANCE UPDATE

PROJECT

MITIGATION MONITORING

AND REPORTING PROGRAM
Prepared for City of Santa Ana
Planning and Building Agency
20 Civic Center Plaza
Santa Ana, California 92702

Prepared by Kimley-Horn and Associates, Inc.
1100 W. Town and Country Road, Suite 700
Orange, California 92868
Date April 2022
City Council 67 – 15 6/21/2022
Billboards Ordinance Update Project
Mitigation Monitoring and Reporting Program
1   Santa Ana Off‐Premises Commercial Advertising Signs (Billboards) Ordinance Update Project
PURPOSE OF MITIGATION MONITORING AND REPORTING PROGRAM
The California Environmental Quality Act (CEQA) requires that all public agencies establish monitoring and/or reporting proceduresfor mitigation adopted as conditions of approval in order to mitigate or avoid significant environmental impacts. This Mitigation Monitoring and Reporting Program (MMRP) has been developed to provide a vehicle by which to monitor mitigation measures (MMs) outlined in the Santa Ana Off‐Premises Commercial Advertising Signs (Billboards) Ordinance Update Project Initial Study and Mitigated Negative Declaration (IS/MND). The MMRP has been prepared in conformance with Section 21081.6 of the Public Resources Code and City of Santa Ana Monitoring Requirements. Specifically, Section 21081.6 states:
(a)  When making findings required by paragraph (1) of subdivision (a) of Section 21081 or when adopting a mitigated negative declaration pursuant to paragraph (2) of subdivision (c) of Section 21080, the following requirements shall apply:
(1) The public agency shall adopt a reporting or monitoring program for the changes made to the project or conditions of project approval, adopted in order to mitigate or avoid significant effects on the environment. The reporting or monitoring program shall be designed to ensure compliance during project implementation. For those changes which have been required or incorporated into the project at the request of a responsible agency or a public agency having jurisdiction by law over natural resources affected by the project, that agency shall, if so requested by the lead or responsible agency, prepare and submit a proposed reporting or monitoring program.
(2) The lead agency shall specify the location and custodian of the documents or other material which constitute the record of proceedings upon which its decision is based.

CEQA Guidelines Section 15097 provides clarification of mitigation monitoring and reporting requirements and guidance to local lead agencies on implementing strategies. The reporting or monitoring program must be designed to ensure compliance during project implementation. The City of Santa Ana isthe Lead Agency for the project and is therefore responsible for ensuring the implementation of the MMRP. The MMRP has been drafted to meet the requirements of Public Resources Code Section 21081.6 as a fully enforceable monitoring program.

The MMRP is comprised of the Mitigation Program and includes measures to implement and monitor the Mitigation Program. The MMRP defines the following for each MM:
 Definition of Mitigation. The Mitigation Measure contain the criteria for mitigation, either in the form of adherence to certain adopted regulations or identification of the steps to be taken in mitigation.
 Responsible Party or Designated Representative. Unless otherwise indicated, an applicant would be the responsible party for implementing the mitigation, and the City of Santa Ana or designated representative would be responsible for monitoring the performance and implementation of the mitigation measure. To guarantee that the mitigation will not be inadvertently overlooked, a supervising public official acting as the Designated Representative is the official who grants the permit or authorization called for in the performance. Where more than one official is identified, permits or authorization from all officials shall be required.

City Council 67 – 16 6/21/2022
Billboards Ordinance Update Project
Mitigation Monitoring and Reporting Program
2   Santa Ana Off‐Premises Commercial Advertising Signs (Billboards) Ordinance Update Project
 Time Frame. In each case, a time frame is provided for performance of the mitigation or the review of evidence that mitigation hastaken place. The performance pointsselected are designed to ensure that impact‐related components of project implementation do not proceed without establishing that the mitigation is implemented or ensured. All activities are subject to the approval of all required permits from agencies with permitting authority over the specific activity.

The numbering system in the table corresponds with the numbering system used in the IS/MND. The last column of the MMRP table will be used by the partiesresponsible for documenting when implementation of the mitigation measure has been completed. The ongoing documentation and monitoring of mitigation compliance will be completed by the City of Santa Ana. The completed MMRP and supplemental documents will be kept on file at the City of Santa Ana Planning and Building Agency, Planning Division.

City Council 67 – 17 6/21/2022
Billboards Ordinance Update Project
Mitigation Monitoring and Reporting Program
3 SANTA ANA BILLBOARDS ORDINANCE

MITIGATION MONITORING AND REPORTING PROGRAM
Mitigation Measures (MMs)
Implementation
Timing
Monitoring/
Reporting
Methods
Responsible
for Approval/
Monitoring
Verification
Date Initials
Air QualitySC AQ‐1: Dust Control. During construction, construction contractors shallcomply with South Coast Air Quality Management District (SCAQMD) Rules 402and 403 in order to minimize construction emissions of dust and particulates.SCAQMD Rule 402 requiresthat air pollutant emissions not be a nuisance off‐site.Rule 402 prohibits the discharge from any source whatsoever such quantities ofair contaminants or other material which cause injury, detriment, nuisance, orannoyance to any considerable number of persons or to the public, or whichendanger the comfort, repose, health, orsafety of any such persons or the public,or which cause, or have a natural tendency to cause, injury or damage to businessor property.SCAQMD Rule 403 requires that fugitive dust be controlled with Best AvailableControl Measures so that the presence of such dust does not remain visiblebeyond the property line of the emission source. This rule is intended to reducePM10 emissions from any transportation, handling, construction, or storageactivity that has the potential to generate fugitive dust. This requirementshall beincluded as notes on the contractor specifications. Table 1 of Rule 403 lists theBest Available Control Measures that are applicable to all construction projects.The measures include, but are not limited to, the following:
a. Portions of a construction site to remain inactive longer than a period of three months will be seeded and watered until grass cover is grown or otherwisestabilized. b. All on‐site roads will be paved as soon as feasible or watered periodically or chemically stabilized.
c. All material transported off‐site will be either sufficiently watered or securely covered to prevent excessive amounts of dust.
d. The area disturbed by clearing, grading, earthmoving, or excavation operations will be minimized at all times.

Duringconstruction
Best availablecontrol measuresshown onconstruction plansSite inspections Planning andBuildingAgency
 City Council 67 – 186/21/2022  Billboards Ordinance Update Project
Mitigation Monitoring and Reporting Program
4 Mitigation Measures (MMs)
Implementation
Timing
Monitoring/
Reporting
Methods
Responsible
for Approval/
Monitoring
Verification
Date Initials
e. Where vehicles leave a construction site and enter adjacent public streets, the streets will be swept daily or washed down at the end of the workday toremove soil tracked onto the paved surface.

Cultural Resources
SC CR‐1: California Health and Safety Code Section 7050.5, CEQA GuidelinesSection 15064.5, and Public Resources Code Section 5097.98 mandate theprocess to be followed in the event of an accidental discovery of any humanremains in a location other than a dedicated cemetery. California Health andSafety Code Section 7050.5 requires that in the event that human remains arediscovered, disturbance of the site shall be halted until the coroner hasconducted an investigation into the circumstances, manner and cause of death,and the recommendations concerning the treatment and disposition of thehuman remains have been made to the person responsible for the excavation, orto his or her authorized representative, in the manner provided in PublicResources Code Section 5097.98. If the coroner determines that the remains arenot subject to his or her authority and if the coroner recognizes or has reason tobelieve the human remains to be those of a Native American, he or she shallcontact, by telephone within 24 hours, the Native American HeritageCommission.

Duringconstruction/grounddisturbanceactivities
Site inspections Planning and
BuildingAgency
MM CR‐1: Prior to the issuance of a grading permit or permit for grounddisturbance activities for a billboard, the applicant shall provide evidence to theCity of Santa Ana that a qualified professional (i.e., archaeologist, historian,architect, Native American Tribal monitor), has been retained. The selection ofthe qualified professional(s) shall be subject to the acceptance of the City. In theevent that cultural resources (archaeological, historical, paleontological) areinadvertently unearthed during excavation and grading activities of any futuredevelopment project, the contractor, monitor, or archaeologist shallimmediately cease all earth‐disturbing activities within a 100‐foot radius of thearea of discovery. The qualified professional shall be contacted to evaluate thesignificance of the finding an appropriate course of action. Any uniquearchaeological resource that is discovered shall be treated in accordance withPRC 21083.2. If avoidance of the resource(s) is not feasible, salvage operation Prior to issuanceof the firstgrading permit orpermit forgrounddisturbanceactivitiesDuringexcavation andgrading activities QualifiedProfessionalContractSite inspections
Planning andBuildingAgency
 City Council 67 – 196/21/2022  Billboards Ordinance Update Project
Mitigation Monitoring and Reporting Program
5 Mitigation Measures (MMs)
Implementation
Timing
Monitoring/
Reporting
Methods
Responsible
for Approval/
Monitoring
Verification
Date Initials
requirements pursuant to Section 15064.5 of the State CEQA Guidelines shall befollowed. After the find has been appropriately avoided or mitigated, work in thearea may resume.

Geology and Soils: PaleontologyMM GEO‐1: Prior to the issuance of a grading permit or permit for ground disturbance activities for a billboard, the applicant shall provide evidence to the City of Santa Ana that a qualified professional paleontologist has been retained. The selection of the qualified professional(s) shall be subject to the acceptance of the City. In the event that paleontological are inadvertently unearthed during excavation and grading activities of any future development project, the paleontologist or contractor shall temporarily cease all earth‐ disturbing activities within a 100‐foot radius of the area of discovery. The qualified professional shall be contacted to evaluate the significance of the finding an appropriate course of action. If avoidance of the resource(s) is not feasible, salvage operation requirements pursuant to Section 15064.5 of the State CEQA Guidelines shall be followed. After the find has been appropriately avoided or mitigated, work in the area may resume.

Prior to issuance
of the first
grading permit or
permit for
grounddisturbanceactivitiesDuringexcavation andgrading activities Grading Permitreview/approvalSite inspections
Planning and
BuildingAgency
Hazards and Hazardous Materials
MM HAZ‐1: The applicant shall retain a qualified environmental consultant to prepare a Soil Management Plan for Contaminated Soils (SMP) for any proposed billboard. The SMP shall be submitted to the City of Santa Ana Planning and Building Agency for review and approval prior to the commencement of excavation and grading activities. The SMP shall be implemented during excavation and grading activities on the project site to ensure that any contaminated soils are properly identified, excavated, and disposed of off of the site.

Prior to issuance
of the first
grading permit or
permit for
grounddisturbanceactivitiesDuringexcavation and
grading activities
Grading Permitreview/approvalApproved Soil
Management Plan
Implementation of
Soil Management
Plan duringexcavation and
grading activities
Planning and
BuildingAgency
 City Council 67 – 206/21/2022  Billboards Ordinance Update Project
Mitigation Monitoring and Reporting Program
6 Mitigation Measures (MMs)
Implementation
Timing
Monitoring/
Reporting
Methods
Responsible
for Approval/
Monitoring
Verification
Date Initials
NoiseSC
N‐1: All construction activities should be limited to the hours between the hours of 7 a.m. and 8:00 p.m. on weekdays, 8 a.m. and 6 p.m. on weekdays, including Saturday, or any time on Sunday or a federal holiday per Santa Ana Municipal Code Chapter 18‐314.

During
construction
Site inspections Planning and
BuildingAgency
 City Council 67 – 216/21/2022  Ordinance No. NS-XXX

ORDINANCE NO. NS-XXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF SANTA ANA REPEALING AND REENACTING IN ITS
ENTIRETY ARTICLE XII OF CHAPTER 41 OF THE SANTA

ANA MUNICIPAL CODE PERTAINING TO OFF-PREMISE

COMMERCIAL ADVERTISING SIGNS AND

DEVELOPMENT PROJECT PLAN APPROVALS TO

ALLOW AND REGULATE NEW DIGITAL BILLBOARDS

SUBJECT TO CERTAIN LOCATION, DESIGN, AND

OPERATIONAL REQUIREMENTS

THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines and, declares as follows:

A. On April 16, 1984, the City Council adopted Ordinance No. NS-1722, adding Article XII to Chapter 41 of the Santa Ana Municipal Code (SAMC) allowing and regulating off-premise commercial advertising signs, commonly known as billboards.

B. On June 15, 1987, the City Council adopted Ordinance No. NS-1915, adopting a revised “Critical Development Areas” and “Improvement Areas” map to further allow and regulate off-premise commercial advertising signs in certain segments of the City.

C. On September 8, 1987, the City Council adopted Ordinance No. NS-1927, further amending certain sections of Article XII of the Santa Ana Municipal Code.

D. Since the adoption of Ordinance Nos. NS-1722, NS-1915, and NS-1927, amendments to the California Outdoor Advertising Act and other regulations and policies of the California Department of Transportation (Caltrans), as well as changes in technology allowing digital displays on billboards, have rendered many segments of Article XII of Chapter 41 of the SAMC outdated and obsolete. This status effectively prohibits construction or reconstruction of new or existing billboards, as well as installation of electronic message displays. Since their adoption, these ordinances have also effectively rendered existing billboards in Santa Ana as legal nonconforming.

E. The California Outdoor Advertising Act, set forth in California Business and Professions Code Section 5200 et seq., generally provides that compensation must be paid to billboard owners for the removal, abatement, or limitation of the City Council 67 – 22 6/21/2022
Ordinance No. NS-XXX

customary maintenance, use, or repair of certain lawfully erected nonconforming billboards, except through a relocation agreement.

F. Business and Professions Code Section 5412 specifically empowers a city to enter into relocation agreements on whatever terms are agreeable to an outdoor advertising display owner and such city as a means of eliminating the need to pay compensation for their removal.

G. Construction of new billboards is prohibited along highways designated as landscaped freeways with certain exceptions, including the construction of relocated billboards pursuant to Business and Professions Code Sections 5440 through 5443.5 or the construction of new billboards along portions of landscaped freeways that have been declassified.

H. Business and Professions Code Section 5412 further empowers a city to adopt ordinances or resolutions providing for the relocation of billboards.

I. Technology has also allowed for the modernization of advertising medium by way of the creation of digital or electronic messaging, which have been utilized by advertising companies throughout the nation.

J. The City recognizes that billboards are a valuable advertising tool, but without proper design, placement, and maintenance, they may unduly distract, create traffic hazards and negative visual, lighting, and glare impacts.

K. Permitting the construction of new billboards along portions of the City that are not adjacent to landscaped freeways and the relocation or reconstruction of existing billboards to more appropriate locations within the City with upgraded technology provides a greater opportunity for businesses to advertise to larger audiences, promote economic growth in the City and the region, and provide for additional public service announcements.

L. Allowing the removal of existing billboards also allows the City to direct the placement of new billboards with digital technologies into areas that are more aesthetically appropriate, thereby creating fewer visual and glare impacts for the City's residents.

M. Adoption of this Ordinance is compatible with the SAMC and promotes the public health, safety, and welfare of the citizens of the City.

N. The Planning Commission held a duly-noticed public hearing on April 25, 2022 to consider this Ordinance, where all interested persons were given an opportunity to be heard. The Planning Commission recommended approval of the ordinance to the City Council, subject to modifications to Section 41-1113 of this Ordinance and the draft Operating Agreement template to provide for minimum local hiring requirements when considering billboard reduction alternatives as per Section 1 of the draft Operating Agreement.

City Council 67 – 23 6/21/2022
Ordinance No. NS-XXX

O. The City Council held a duly-noticed public hearing on June 21, 2022 where all interested persons were given an opportunity to be heard.

Section 2. The recitals above are each incorporated by reference and adopted as findings by the City Council.

Section 3. Article XII (Off-Premise Commercial Advertising Signs) of Chapter 41 of the Santa Ana Municipal Code (Zoning) is hereby repealed in its entirety.

Section 4. Article XII (Off-Premise Commercial Advertising Signs) of Chapter 41 of the Santa Ana Municipal Code (Zoning) is hereby reenacted in its entirety to read as follows:

ARTICLE XII. – OFF-PREMISE COMMERCIAL ADVERTISING SIGNS (BILLBOARDS)
DIVISION 1. - GENERAL PROVISIONS
Sec. 41-1100. - Purpose.

The purpose and intent of this Article is to allow:
(1) The installation of digital billboards adjacent to freeways in suitable locations; (2) The reconstruction or conversion of existing static freeway-oriented billboards to digital billboards; and
(3) The reconstruction or conversion of existing on-premise freeway-oriented advertising signs to digital billboards.

Sec. 41-1100.5. - Goals.

These provisions seek to achieve the following goals:
(1) The removal of existing billboards along arterial streets; (2) The construction of new freeway-oriented digital billboards in exchange for specific economic and community benefits as described in this Article; (3) The reconstruction/conversion of freeway-oriented existing static billboards in exchange for specific economic and community benefits as described in this Article;
(4) The reconstruction or conversion of existing on-premise freeway-oriented digital signs to off-premise commercial advertising signs;
(5) The display of public service announcements; and
(6) The generation of revenue for City to fund ongoing services and community needs.

Sec. 41-1101. - Definitions.

As used in this Article, the following words, terms or phrases have the following meanings:

City Council 67 – 24 6/21/2022
Ordinance No. NS-XXX

(1) Adjacent (when used to refer to a billboard adjacent to a freeway) shall mean located within 300 feet of the edge of pavement of a freeway on a parcel having frontage on said freeway and as depicted on maps by the Planning Division. (2) Arterial Billboard means an off-premise commercial advertising sign located adjacent to a public street that is not freeway oriented. (3) Billboard and Off-Premise Commercial Advertising Sign means a sign affixed to the ground as a permanent structure used for the display of off-premise advertising to the public.
(4) Billboard Operating Agreement means an agreement entered into by and between the City and the billboard operator which will specify terms for fees to compensate for impacts on City aesthetics and services, including an Economic and Community Benefits Plan, if proposed.
(5) Classified Landscaped Freeway, when referenced in this Article, refers to a designation applied by the California Department of Transportation (Caltrans) to certain freeway segments which meet the criteria established by the California Code of Regulations Outdoor Advertising Regulations, Title 4, Division 6, and as amended.
(6) Commercial Advertisement means any advertisement which has, as its primary purpose, the promotion of the sale of goods or services by a commercial business or enterprise to the public generally or any significant part thereof. (7) Digital Billboard means a billboard or off-premise commercial advertising sign using technologies, such as LCD (Liquid Crystal Display) and LED (LightEmitting Diode), to display images and text. (8) Freeway Corridor means land located within three hundred (300) feet of the edge of freeway pavement and having frontage on the following freeways: the Santa Ana (I-5) Freeway; the Garden Grove (SR-22) Freeway; and the Costa Mesa (SR-55) Freeway.
(9) Freeway-Oriented means any billboard that is adjacent to a freeway, designed to be viewed primarily by persons traveling on the main-traveled way of the freeway.
(10) Freeway-Oriented On-Premise Digital Sign (Existing) means an electronic, digital message display that has been approved by the City of Santa Ana as part of a regional planned sign program pursuant to Section 41-885 of the Santa Ana Municipal Code.
(11) Non-Commercial Advertisement Sign means any advertisement other than a commercial advertisement, including public service announcements. (12) Off-Premise Advertisement Sign means any commercial advertisement other than an on-premise advertisement sign that advertises products or services that is not located, produced, or offered for sale on the subject premise. (13) On-Premise Advertisement Sign means any commercial advertisement which pertains solely to goods or services which are produced or offered for sale on the premises where the advertisement is displayed.

City Council 67 – 25 6/21/2022
Ordinance No. NS-XXX

(14) Static Billboard means a billboard or off-premise commercial advertising sign that is not equipped as a digital display.

Sec. 41-1102. - Consistency with the Outdoor Advertising Act.

To the extent that there is any conflict between the provisions of this Article and the provisions of the California Outdoor Advertising Act, codified at California Business and Professions Code Sections 5200 et seq., and as amended, the Outdoor Advertising Act shall prevail.

Sec. 41-1103. - Application to Existing Signs.

Any off-premise commercial advertising sign which was constructed in conformance with the requirements of this Article as they existed at the time of such construction, but which is not in conformance with the requirements of this Article, shall be deemed a legal nonconforming use for purposes of this Article, and may be maintained subject to the restrictions and limitations imposed on nonconforming uses by this Chapter. Such signs may be compelled to be removed through amortization subject to the requirements and limitations imposed by Sections 5412 through 5412.4 of the Business and Professions Code of the State of California, the provisions of which, as they may from time to time be amended, are incorporated herein by this reference.

Sec. 41-1104. - Fees.

The City Council may, by resolution, establish fees for any or all the administrative processes established by this Article. Every application for a billboard permit or Conditional Use Permit (CUP) or appeal to the Planning Commission or City Council shall be accompanied by a filing fee. No application shall be accepted for filing without the required fee. The City Council shall from time to time by resolution adopt a schedule of fees to be charged.

Sec. 41-1105. - Commercial and Non-commercial Messages.

Nothing in this Article shall be deemed to prohibit or restrict the use of any sign authorized by this Article for any noncommercial message. No permit required for any sign under this Article shall be granted, conditioned, or denied based on the content of the message displayed by such sign, whether such message is commercial or noncommercial in nature.

DIVISION 2. - ADMINISTRATION AND PERMIT PROCEDURES
Sec. 41-1110. – Permit Type and Review Authority.

Table 41-1110 below identifies the primary types of development applications, approval process and approval authority for the applications required to permit digital City Council 67 – 26 6/21/2022
Ordinance No. NS-XXX

billboards. Applications may be subject to one or more development application processing procedures contained in this Chapter. The exact processing and timing of applications shall be determined by the Planning Division based on the applicable project characteristics.

Table 41-1110 Permit Type and Review Authority
Appeals from decisions of the Director of the Planning and Building Agency and/or Planning Commission, extensions, time limits, and modifications to such digital billboard approval must be conducted in a manner in accordance with Article V, Division 1 of this Chapter.

Billboard Type Permit Type
Required
Approving
Body
Public Hearing
Required
New Digital Billboard
Development Project
Plan Director of PBA
Conditional Use Yes
Permit
Planning
Commission
Operating Agreement City Manager
Conversion/Reconstruction
of Existing Freeway-Oriented
Static Billboard
Development Project
Plans Director of PBA
No
Operating Agreement City Manager
Conversion/Reconstruction
of Existing Freeway-Oriented
On-Premise Sign
Development Project
Plan Director of PBA
Conditional Use Yes
Permit
Planning
Commission
Operating Agreement City Manager
Relocation of Existing and
Approved Static or Digital
Billboards (1)
Development Project
Plan Director of PBA
Yes Conditional Use
Permit
Planning
Commission
Operating Agreement City Manager
Notes:

1. As approved by this Ordinance and if required and permitted by the California Outdoor Advertising Act, as amended from time to time.

City Council 67 – 27 6/21/2022
Ordinance No. NS-XXX

Sec. 41-1111. - Application Requirements.

Every application for the construction a new digital billboard, conversion/reconstruction of an existing freeway-oriented static billboard, or conversion/reconstruction of an existing freeway oriented on-premise advertising sign to a digital billboard shall be filed by, or with the written consent of, the property owner on forms required by the Planning Division and shall be at a minimum accompanied by the following information:
(a) A pictorial representation of, and other information about, the proposed digital billboard, disclosing overall dimensions, dimensions of letters and figures, colors, materials, copy, and illumination characteristics.
(b) A plan of the site on which the proposed digital billboard is to be located, indicating the precise location of the billboard, existing and proposed landscaping, other site improvements, and proximity to the edge of pavement of an adjacent freeway.
(c) A vicinity map depicting the location of all existing and proposed billboards, any landmarks as designated on the General Plan that are within one thousand (1,000) feet of the proposed digital billboard, and the zoning designation of all sites within five hundred (500) feet of the boundaries of the subject property. (d) Photo simulations of all proposed digital billboards showing daytime and nighttime conditions.
(e) A three-dimensional (3D) massing study depicting the proposed digital billboard. The 3D study should include massing of proposed development, if any, on applicant’s parcel as well as existing buildings and advertising signs within one thousand (1,000) feet of the proposed digital billboard. (f) If the application involves the exchange of existing billboards, a map depicting the location(s) of billboards to be removed; at least two photos of each billboard to be removed; and a summary of the size of each billboard face to be removed. (g) Such other information as the Executive Director of the Planning and Building Agency deems appropriate to determine compliance with the provisions of this Article.

Sec. 41-1112. - Digital Billboard Conditional Use Permit Findings of Approval.

For approval of a Conditional Use Permit for a Digital Billboard, the Planning Commission shall make the following findings of fact set forth in this Section and not upon the standards set forth in Section 41-638 of this Chapter, and may impose conditions, restrictions or limitations as the commission deems necessary to meet the general purpose and intent of this Article and to ensure that the public health, safety and welfare are being maintained. Findings of Approval shall be made, and conditions may be imposed to confirm that:

City Council 67 – 28 6/21/2022
Ordinance No. NS-XXX

(a) The proposed digital billboard shall not constitute a hazard to the safe and efficient operation of vehicles upon a freeway.
(b) Adequate space exists between the proposed digital billboard and any existing billboards in the vicinity, thus avoiding or minimizing any negative aesthetic impacts to surrounding land uses.
(c) The size and design of the digital billboard will not be out of context with its visual environment.
(d) The digital billboard will not cause light and glare to intrude upon residential uses, including those in mixed-use districts or developments. (e) The digital billboard will not significantly block or impair views of landmarks identified in the City’s General Plan.
(f) The installation of the new digital billboard will result in significant economic and community benefits.

Sec. 41-1113. - Operating Agreement Required; Execution Fee Required.

Prior to issuance of any building permits to reconstruct an existing static billboard, or prior to the public hearing notice to consider construction of a new digital billboard or conversion/reconstruction of an existing freeway oriented on-premise sign to a digital billboard, the applicant shall submit to the City Manager an executed Billboard Operating Agreement that has been reviewed and approved by the City Attorney and the Executive Director of the Planning and Building Agency. The applicant shall be responsible for paying any fees that have been established by the City Council to process and execute the Billboard Operating Agreement. In approving such agreement, the City Manager must find that the agreement will confer a substantial public benefit to the City and to the general public. Such public benefits may include, without limitation:
the removal of legal nonconforming billboards; minimum display percentages or times for the advertising of City events and public service announcements; public art programming; physical site improvements; automatic brightness reductions or automatic display shutoffs due to proximity to sensitive land uses; minimum advertising of goods, products, or services provided onsite; monetary contribution intended for streetscape amenities or publicly accessible open space that enhances the quality and comfort of the pedestrian experience; minimum 20-percent local hiring from Santa Ana residents to be considered for billboard removal alternatives through the Economic and Community Benefits Plan; and/or financial contributions to the City with the intent to achieve the same results.

DIVISION 3. – DEVELOPMENT, LIGHTING AND OPERATIONAL STANDARDS Sec. 41-1130. - Permitted Locations.

New and reconstructed billboards, and the conversion of existing freeway oriented on-premise advertisement signs to a digital billboard:

City Council 67 – 29 6/21/2022
Ordinance No. NS-XXX

(a) Shall only be constructed on properties zoned and used for non-residential uses in any zoning district, including overlay zones, specific plans, and specific development zones. Such requirement may be modified by the Planning Commission through the approval of a Conditional Use Permit. (b) Shall be located within the Freeway Corridor as defined in Section 41-1101. (c) Shall not be located within five hundred (500) feet from any residentially zoned parcel, as measured from the border of the digital billboard face, or the base of the digital billboard structure, to the nearest property line of the residentially zoned property. Such requirement may be modified to be no less than onehundred fifty (150) feet for mixed-use districts by the Planning Commission through the approval of a Conditional Use Permit
(d) Shall be located outside any right-of-way owned by the California Department of Transportation (Caltrans).
(e) Shall not significantly block or significantly impair views of any landmark identified in the General Plan.

Sec. 41-1131. - Development Standards.
(a) All digital billboards shall comply with standards established by the California Department of Transportation (Caltrans) in effect at the time the permit is issued.

These standards may prohibit the construction of digital billboards in landscaped areas and/or in zones where residential uses are permitted; may limit the size and height of digital billboards; and may require separation between billboards, among other provisions.
(b) All new or reconstructed billboards shall be digital billboards. The construction or reconstruction of static billboards is prohibited.
(c) The development standards in Table 41-1131 shall be applicable to all new and reconstructed billboards.

Table 41-1131 Digital Billboard Development Standards
Standard
Maximum Sign Area/Face As allowed by Caltrans
Maximum Number of Faces Two (2)
Maximum Height 60 feet(1)
Spacing Between Billboards 1,000 feet (2)
Number of Vertical Supports One Vertical Support (3)
Notes:

1. Measured from nearest adjacent curb level on the site on which the sign is constructed.

May be modified through Planning Commission approval of a Conditional Use Permit.

2. The minimum separation between billboards shall be one-thousand (1,000) feet (including City Council 67 – 30 6/21/2022
Ordinance No. NS-XXX

static billboards) or standards established by Caltrans in effect at the time the permit is issued, whichever is greater, as measured from the base of each billboard’s vertical support.

3. All conduits, cables and appurtenances shall be concealed within the vertical support.

Sec. 41-1132. - Design Standards.
(a) The words “Santa Ana” shall permanently appear on the billboard structure in a size large enough to be visible to drivers using the freeway. The precise location, size and font of the words shall be determined by the approval authority. (b) All ground-mounted equipment shall be screened from view at street level. The entire site occupied by the billboard shall be appropriately landscaped with groundcover and shrubs to the satisfaction of the approval authority. (c) Each freeway billboard must be oriented primarily for viewing from the freeway and shall be oriented, and adequately shielded if necessary, to prevent the trespass of light and glare upon any residential land use, including those in mixed-use districts, as exists on the date of building permit issuance. (d) The billboard shall utilize an innovative billboard format, shall creatively use the latest in technology to ensure digital image quality, and shall use innovative architectural features and materials.
(e) All billboards shall plainly display, and be visible from no less than fifty (50) feet, the name of the person or company owning or maintaining such billboard, contact information for said person or company, and the billboard's identification number.
(f) Billboards projecting over a driveway or drive aisle shall have a minimum clearance of 20 feet between the lowest point of the sign and the driveway grade. (g) No part of any billboard shall cross onto an adjacent property. (h) Billboards projecting over a pedestrian walkway shall have a minimum clearance of twelve (12) feet between the lowest point of the sign and the walkway grade. (i) All billboards not projecting over drive areas or pedestrian walkways shall have a minimum clearance of twelve (12) feet between the lowest point of the billboard and ground level.

Sec. 41-1133. - Lighting and Display Requirements.
(a) Signs shall produce a maximum 0.3 foot-candles over ambient light levels. (b) The display brightness shall be controlled by a photocell or light sensor that adjusts the brightness to the required level based on ambient light conditions without the need for human input. Use of other brightness adjustment methods, such as timer- or calendar-based systems, shall only be used as a backup system.
(c) The display shall be factory-certified as capable of complying with the above brightness standards. Such certification shall be provided to the satisfaction of the Executive Director of the Planning and Building Agency, or his/her designee.

City Council 67 – 31 6/21/2022
Ordinance No. NS-XXX

(d) The sign owner shall provide to the City, upon request, certification by or compensation for an independent contractor to verify that the brightness levels of the digital billboard are in compliance with the requirements of this Section. (e) All signs shall be equipped with a control system that, in the event of a display or control malfunction, "freezes" the display on either a single, unchanging message, or a blank screen. An emergency shutoff switch shall be provided. (f) Any sign area not comprising the digital display panel is prohibited. This area includes, but is not limited to, static sign area, appendages, cutout letters, and figures. A frame surrounding the display panel up to twelve (12) inches in width shall be permitted; it shall not contain any sign copy or graphics, and shall not count toward the sign area.
(g) Where screen transitions are used, such transitions shall not give the appearance of moving text or images. The sign copy shall not use flashing, intermittent or moving lights or produce the optical illusion of movement or use animation.
(h) Each sign copy shall be displayed for a minimum of four (4) seconds. The still images may not move or present the appearance of motion and may not use flashing, scintillating, blinking, or traveling lights or any other means not providing constant illumination. Transition or blank screen time between one still image and the next may not exceed one (1) second.
(i) All digital billboards must comply with all applicable laws and regulations concerning brightness, including, without limitation, California Vehicle Code Section 21466.5, and as amended.
(j) All digital billboards must provide sufficient time for public service announcements as set forth in the approved Operating Agreement. Such public service announcements may not be concentrated during non-peak hours and must be evenly dispersed throughout peak hours so as to maximize their benefit for the community and passer-by traffic.

Sec. 41-1134. - Prohibited Features.

Freeway oriented billboards shall not contain any of the following features:
(a) Moving parts.
(b) Appendages, cutout letters, or figures that protrude beyond the flat surface of the sign face.
(c) Lights that flash, shimmer, glitter or give the appearance of flashing, shimmering or glittering. Exceptions to this restriction include time, temperature and smog index units.
(d) Walls or screens at the base of the sign which create a hazard to public safety or provide an attractive nuisance.
(e) Copy which simulates any traffic sign in a manner which confuses the public. (f) Copy which duplicates any other content displayed on the sign. (g) Devices which emit audible sound, or odor or particulate matter.

City Council 67 – 32 6/21/2022
Ordinance No. NS-XXX

Sec. 41-1135. - Maintenance and Monitoring.
(a) No person shall allow any digital billboard located on property owned, occupied or controlled by such person to remain in a condition of disrepair for a period of more than fifteen (15) days. For purposes of this article, a billboard shall be deemed to be in a condition of disrepair if it is in need of replacement of defective or missing parts, has a broken or damaged sign face, or is in need of repainting or cleaning in order to be brought into a reasonably slightly and legible condition.
(b) All billboard operators shall submit a Lighting Monitoring Report to the Planning Division upon installation, and at three-year intervals thereafter to confirm conformance with the lighting requirements set forth in this Article. (c) Complaints about lighting will be investigated by the City, and if determined necessary by the Executive Director of the Planning and Building Agency, the billboard operator shall provide an updated Lighting Monitoring Report within 72 hours of the notice from the City. The City shall reserve the right to conduct digital billboard lighting measurements. If the measured luminance and/or illuminance exceed the data presented in operator’s Lighting Monitoring Report, the findings of the City report shall prevail. All cost shall be borne by the applicant/operator.

DIVISION 4. - BILLBOARD EXCHANGE PROGRAM.

Sec. 41-1140. - Applicability.

No building permit shall be issued for any new digital billboard, conversion/reconstruction of an existing freeway oriented static billboard, or conversion/reconstruction of an existing on-premise advertising sign to a digital billboard, until the removal ratios as required by the Operating Agreement pursuant to Section 41-1113 of this Article have been met by applicant. In addition, the following standards are shall apply:
(a) Nonconforming billboards with more than one face shall be removed in their entirety and shall not be altered or partially dismantled in such a way as to leave behind one or more faces or portion(s) thereof.
(b) No billboard shall be reduced in size or otherwise altered to provide for the required removal, and only whole, entire billboard(s) shall be removed. In no case shall less than the required amount of display surface area be removed. (c) Any billboard removed or demolished from within the City, or reduced in size, not in conjunction with a project requiring removal under this Article, shall not be credited toward the removal requirements of Section.
(d) Billboards shall be removed with the following priority, in order of highest priority to lowest:
(1) Nonconforming billboards located on properties used for residential purposes or zoned for residential use.
(2) Nonconforming billboards not located adjacent to a street classified as a Freeway, Principal, Major Arterial, Primary Arterial and Secondary Arterial City Council 67 – 33 6/21/2022
Ordinance No. NS-XXX

as defined by the Santa Ana Circulation Element, with the exception of those billboards located in Downtown Santa Ana.
(3) All other nonconforming billboards.
(e) The City may allow the applicant to post a bond guaranteeing removal of the existing billboards prior to issuing permits for the applicable digital billboard in the freeway corridor.

Sec. 41-1141. - Overriding Economic and Community Benefit Considerations for Billboard Removal Exchange Ratio Reduction.

The billboard removal ratio as required pursuant to Section 41-1113 of this Article may be reduced subject to demonstration of overriding economic and community benefits as proposed in an Economic and Community Benefits Plan attached to and incorporated in a Billboard Operating Agreement as specified in Section 41-1113 of this chapter, subject to the satisfaction of the City Manager.

Section 5. Section 41-668 of Division 3 of Article V of Chapter 41 of the Santa Ana Municipal Code is hereby amended to read as follows:

Sec. 41-668. - Definitions.
(a) Development project. As used in this division, the term "development project" includes any of the following projects:
(1) The new construction of any building or buildings, and additions to any existing building or buildings, if new floor space of two thousand five hundred (2,500) square feet or more is constructed or added; but excluding the following:
a. Single family homes;
b. Room additions to duplexes;
c. Tenant improvements not involving a change of use;
d. Facade improvements;
e. Equipment covers or structures to cover equipment.
(2) Tenant improvements involving an intensification or change in occupancy classification.
(3) Any project that requires a discretionary approval, excluding conditional use permits for operation of eating establishments between the hours of 12:00 a.m. and 5:00 a.m. and conditional use permits for the sale of alcoholic beverages. (4) Construction of new digital billboards, conversion of an existing static billboard within to a digital billboard, conversion/reconstruction of existing on-premise digital signs, and relocation of billboards.

City Council 67 – 34 6/21/2022
Ordinance No. NS-XXX

(b) Discretionary approval. As used in this division, the term "discretionary approval" means a conditional use permit, variance, minor exception, tentative map approval, change in use district designation, or similar entitlement for development, the granting of which involves the exercise of discretion, other than the plan approval process set forth in this division.

Section 6. Pursuant to the California Environmental Quality Act, the City Council has concurrently and separately reviewed, certified, and adopted the Final Initial Study/Mitigated Negative Declaration and the related Mitigation Monitoring and Reporting Program for this project/ordinance. On the basis of this review, the City Council found that there is no substantial evidence from which it can be fairly argued that the project will have a significant adverse effect on the environment.

Section 7. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional.

Section 8. This Ordinance shall become effective thirty (30) days after its adoption.

Section 9. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law.

ADOPTED this _______ day of ___________, 2022.

________________________________
Vicente Sarmiento
Mayor

APPROVED AS TO FORM
Sonia R. Carvalho, City Attorney
By: _________________________
John M. Funk
Chief Assistant City Attorney
City Council 67 – 35 6/21/2022
Ordinance No. NS-XXX

AYES: Councilmembers: __________________________________ NOES: Councilmembers:__________________________________ ABSTAIN: Councilmembers: _________________________________ NOT PRESENT: Councilmembers: _________________________________

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-______ to be the original ordinance adopted by the City Council of the City of Santa Ana on ________________, 2022 and that said ordinance was published in accordance with the Charter of the City of Santa Ana.

Date: ______________________ ________________________________ Clerk of the Council
City of Santa Ana
City Council 67 – 36 6/21/2022

N LINCOLN AVE

SANTA ANA
ORANGE

N GRAND AV

FAIRHAVEN AV

E SANTA CLARA AV

S GLASSELL ST

S PARKER ST
?ìE
Potential Billboard Area - 500 ft Residential Buffer
City Boundary
0 I
250 500
Feet
Potential Billboard Area 1
Exhibit 3
City Council 67 – 37 6/21/2022
Santa Ana
Water Tower

N MAIN ST

N BROADWAY
E 17TH ST W 17TH ST

W SANTA CLARA AV
!"^$
Potential Billboard Area - 500 ft Residential Buffer
City Boundary
0 I
250 500
Feet
Potential Billboard Area 2
Exhibit 3
City Council 67 – 38 6/21/2022
E 4TH ST

CABRILLO PARK DR
E 1ST ST
E 4TH ST
E 1ST ST Xerox Center

N GRAND AV

S GRAND AV

SANTA ANA
TUSTIN
!"^$
Potential Billboard Area - 500 ft Residential Buffer
City Boundary
0 I
250 500
Feet
Potential Billboard Area 3
Exhibit 3
City Council 67 – 39 6/21/2022

S RITCHEY ST

E ST ANDREW PL

E WARNER AVE

E EDINGER AV

SANTA ANA
TUSTIN
?sE
Potential Billboard Area - 500 ft Residential Buffer
City Boundary
0 I
250 500
Feet
Potential Billboard Area 4
Exhibit 3
City Council 67 – 40 6/21/2022

E WARNER AV

E DYER RD

S GRAND AV
Embassy
Suites Hotel

E DYER RD

E WARNER AV

ALTON PKWY

SANTA ANA
IRVINE
?sE
Potential Billboard Area - 500 ft Residential Buffer
City Boundary
0 I
250 500
Feet
Potential Billboard Area 5
Exhibit 3
City Council 67 – 41 6/21/2022

S MAIN ST

W MACARTHUR BLVD

SUNFLOWER AV

MAIN ST

MACARTHUR BLVD
IRVINE

SANTA ANA

COSTA MESA
?sE
Potential Billboard Area - 500 ft Residential Buffer
City Boundary
0 I
250 500
Feet
Potential Billboard Area 6
Exhibit 3
City Council 67 – 42 6/21/2022
?sE
!"^$
?ìE
Santiago
Santiago
Creek
Creek
Santa Ana River
Santa Ana River

UNION PACIFIC RR

UNION PACIFIC RR

UNION PACIFIC RR

UNION PACIFIC RR

UNION PACIFIC RR

OCTA METROLINK RR

OCTA METROLINK RR
SUGAR
PINE
WY
SHADY

ROCK DR

ARMSTRONG

RANCH RD

VIEW LAKE
ROCK

SPRINGS CT

PARK LAKE

FOREST LAKE

SHADOW LAKE

WOOD LAKE

SANTA FE

TORREY PINE
LN
RAY
CIR
BISHOP

PINE LN

MILLER PL
F ST
A ST
E ST
B ST
L

PINION CT
D ST

WILLIAMS ST

MARIA PL

HOLIDAY LN

VILLAGE DR

PARKSIDE LN

SILVER SPUR

MAR LES LN

TWILIGHT

RICOH PZ

QUIGLEY LN

SHEFFIELD RD

VILLAGE WY

TRIANGLE DR

MAR LES DR MAR LES DR

FOREST AV

PARK GLEN RD

DEEREFIELD RD

RED FOX RD

BARCLAY CT

BIRTCHER DR

DENNICE DR

LINCOLN WY

SEA BREEZE

SUSAN ST
WALKIE
WY

MAR LES WEST

ABBEY RD

WICKHAM PL

PUTTER DR

STONEGATE ST

SHAW PL

SUMMER WIND

SHEARER LN
LAKE

LAKE CENTER DR

WASHINGTON PL

SADDLEBACK
CT

WILLOW DR

SANDY DR

GLENDON PL

GLENDON PL

WEST WIND

CANYON LAKE

PARKWAY DR

KENTON DR

KENTON DR
KNOLL

BREEZEWAY DR

PARKLAWN DR

DORSEY DR

GREEN DR

BLACKHAWK DR
AB

CRAWFORD GLEN

ANDREW DR

MUNSON RD

WILDWOOD WY

ORANGEWOOD AV

GOODMAN DR

MEADOWBROOKE DR

MAPLEWOOD WY

ROSEWOOD CT
D D
R
R

NORTHWOOD

ELMWOOD

MEADOWOOD
O
O
M

SANTA ANA BLVD FLOWER ST

TUSTIN AV

WASHINGTON AV
1ST ST

LINCOLN AV

STANDARD AV

MAIN ST

CIVIC CENTER DR

EUCLID ST

RED HILL AV

NEWHOPE ST

RAITT ST
1ST ST

LA VETA AV

WARNER AV
17TH ST

TUSTIN AV
4TH ST

MCFADDEN AV

FAIRVIEW ST

CIVIC CENTER DR

MAIN ST
RAITT
B
RISTOL
ST

FAIRHAVEN AV

GRAND AV

EDINGER AV

ALTON AV

FLOWER ST

GLASSELL ST

BEAR ST

PARKER ST

CHESTNUT AV

SUNFLOWER AV

YORBA ST

HAZARD AV

DYER RD

CAMBRIDGE ST

STANDARD AV

MACARTHUR BLVD

WASHINGTON AV

GRAND AV

FLOWER ST

GARDEN GROVE BLVD

MCFADDEN AV
AV

HARBOR BLVD

SUNFLOWER AV

WARNER AV

SEGERSTROM AV

NEWHOPE ST

MACARTHUR BLVD

SEGERSTROM

BROADWAY

RAITT ST

DYER RD

GRAND AV

YORBA ST

WARNER AV

HARBOR BLVD

BROADWAY

BROADWAY

FLOWER ST

EUCLID ST

GRAND AV

HARBOR BLVD

SEGERSTROM AV
1ST ST

EDINGER AV
1ST ST

CHESTNUT AV BROADWAY

EDINGER AV

BRISTOL ST

MAIN ST

BROADWAY
1ST ST

FAIRVIEW ST
1ST ST
4TH ST
1ST ST
4TH ST

ALTON AV
17TH ST

GRAND AV
17TH ST

WARNER AV

FAIRVIEW ST

FAIRVIEW ST

BRISTOL ST
1ST ST

EDINGER AV

MAIN ST MAIN ST

EDINGER AV

MAIN ST

BRISTOL ST

DYER RD
17TH ST

FLOWER ST

MACARTHUR BLVD

FAIRHAVEN AV

WARNER AV
5TH ST

MCFADDEN AV

NEWHOPE ST

WESTMINSTER AV

SANTA CLARA AV
ST

HAZARD AV

MCFADDEN AV

MCFADDEN AV

WARNER AV

BRISTOL ST

BRISTOL ST

HARBOR BLVD

MACARTHUR BLVD

WILSHIRE
PL

MORNINGSIDE
AV
CAMILE
PL

MILLWOOD

ST DAN GURNEY
DR

DOUGLAS
ST

GLENWOOD
PL
DAHL
LN

MAJESTIC
DR
JETTY
CIR
JESSEE
DR

NA PALI
DR

GLENARBOR
ST
AZTEC
CIR
GARRY
AV

WARBLER
ST
PARTON
AV
HARVEY
AV
GATES
ST
HALL
AV
CAMILE
PL
CL DL
SUR
CL DL
NORTE
BURNS
AV
TUSTIN
CENTER
KEDGE
AV

MACARTHUR PL

DAN GURNEY
DR
KENNY
CIR
ADRIN
WY

JEANNIE
COM

SAINT ANNE PL

COLUMBINE AV
COMO
AV

HARVARD ST
EDISON
WY

SANTA ANA BLVD

KEMPER AV
SHARON
RD

DEEGAN DR

MOORE AV
CHERRY
ST

ROSEWOOD AV

JACKSON ST

LINDA WY

BAKER ST

PENDLETON AV

SHAWNEE DR

AUSTIN ST

OLD GRAND ST

OLIVE ST

KENT AV

GREENBRIER ST

SAINT GERTRUDE PL PACIFIC AV

SHELLEY ST

SAINT GERTRUDE PL

PINE ST
9TH ST

AURORA AV

BOOTH ST

CUBBON ST

VIRLEE ST

DAISY AV

BIRCH ST
2ND ST

VAN NESS AV

SIE R RA

WESTERN AV

MINNIE ST
5TH ST

SHAWNEE DR
11TH ST

KENT AV

HALL AV

ROSS ST

PARK LN
15TH ST

LISABETH

VANCE ST

KAREN AV

BAKER ST

CIVIC CENTER DR

MINNIE ST

VAN NESS AV

PACIFIC AV

WALNUT ST

BUSH ST

WILSHIRE AV

PINEHURST
CIR

OCEAN CREST

LOWELL ST

RAITT ST

LACY ST

BIRCH ST

MAXINE ST

LEWIS ST

PARTON ST

AVALON AV

SAINT ANDREW PL

DAISY AV

PATTI LN

ALCO AV

SHELTON ST

VAN NESS AV

OLIVE ST
OXFORD
ARIES CT ... WY
16TH ST

MONTA VISTA AV

SANTA CLARA AV

SANTA ANA BLVD

ALPINE AV

ANAHURST PL

GLENWOOD PL

CAMILE ST

ROBERTS DR

LOGAN ST

LOWELL ST

MOHAWK DR

OCCIDENTAL ST

MYRTLE ST

WESTWOOD AV

PARTON ST

RANCHERO WY

KENT AV
GARRY
AV

WILSHIRE AV RAITT ST

VAN NESS AV

OCCIDENTAL ST
BREWER
AV
CALLE

SOLEDAD

PARTON AV

ROSITA ST

HILO ST

LORI LN

BELL AV

HURON DR

ROSS ST

LACY ST

BROOK ST

MAPLE ST

BAKER ST

WISTERIA PL

TOWNER ST

TOWNER ST

LINWOOD AV

SAIL ST

SAIL ST

SAIL ST

DAISY AV

HARMON ST

SPRU CE
ST
OAK ST

BUFFALO AV

VIRGINIA AV VIRGINIA AV

PARK LN

PARK LN

PARK LN

OCCIDENTAL ST

GARRY AV

KRISTI LN

DEMING ST

LILAC AV

LILAC AV

KELLER AV

KELLER AV

SANTA CLARA AV

SANTA ANA BLVD

CENTRAL AV

CENTRAL AV

PACIFIC AV PACIFIC AV

PACIFIC AV PACIFIC AV

PACIFIC AV

PACIFIC AV PACIFIC AV

PACIFIC AV

PACIFIC AV

PACIFIC AV

PACIFIC AV

PACIFIC AV

PACIFIC AV

PACIFIC AV

WOOD ST

CEDAR ST

CARRIAGE DR

WILLIS ST

OAKFIELD AV

GARNSEY ST

MCLEAN DR

MT TRICIA ST

WASHINGTON AV

ANITA PL

DOREEN WY

FIGUEROA ST

RITCHEY ST

MAXINE ST

LA VETA AV

SYCAMORE ST

DAVIT AV DAVIT AV DAVIT AV

PATRICIA LN

WESTERN AV

CLEGHORN WY

LA BONITA AV LA BONITA AV

WILLITS ST

WILLITS ST

WILLITS ST

BEWLEY ST

OCCIDENTAL ST

BLAIR AV

JACKSON ST JACKSON ST

TOWNSEND ST

LENITA LN

GOETZ AV

CADDY CIR

RITA RITA RITA

SAINT ANDREW PL

LAURA LINDA LN

PACIFIC

HOLLYLINE AV

RAITT ST

RAITT ST

ELLIOTT PL ELLIOTT PL

CHARLAINE AV

OXFORD ST

OTIS ST

DEODAR ST

DIAMOND

PINE ST

PINE ST PINE ST PINE ST

PINE ST

PINE ST

LIME ST

JOANA DR

CENTRAL AV

ALENE CIR

LINGAN LN

ELAINE DR

SEA CLIFF

BELL AV

SAINT GERTRUDE PL

WELLINGTON AV

FLIGHT AV

FLIGHT AV

FLIGHT AV

FLIGHT AV FLIGHT AV

MORNINGSIDE AV

ROSEWOOD AV

DAISY AV

DAISY AV

DAISY AV

STANFORD ST

ACAPULCO AV

GARNSEY ST

GARNSEY ST

OAKFIELD AV

FREEMAN ST

ALPINE AV ALPINE AV

ALPINE AV

FRUIT ST FRUIT ST FRUIT ST

FRUIT ST

FRUIT ST

LEHNHARDT AV

CATALINA AV

CATALINA AV CATALINA AV

CATALINA AV

CATALINA AV

CATALINA AV
11TH ST 11TH ST
11TH ST
21ST ST
21ST ST
21ST ST
21ST ST 21ST ST 21ST ST 21ST ST 21ST ST TIMBER ST TIMBER ST CEDAR ST MINNIE ST

LAIRD ST LAIRD ST

LAIRD ST

LAIRD ST

OLIVE ST

OLIVE ST OLIVE ST OLIVE ST

OLIVE ST OLIVE ST OLIVE ST OLIVE ST OLIVE ST

OLIVE ST

OLIVE LN

OLIVE LN
OAK ST

HALL AV

HALL AV

HALL AV HALL AV

HALL AV

POMONA ST

SALTA ST

SALTA ST

SALTA ST

BROWN ST

ROSITA PL

LA BONITA

TAFT ST

RIVIERA DR

RIVIERA DR

PETAL AV

HEMLOCK WY

JUDITH LN

SANTA CLARA AV
HUTTON

CENTRE DR

MAUI AV

THE CITY DR

BOLIVAR CIR

GOLDEN WEST AV

OLD TUSTIN AV

HILTON LN

SENNIT AV

FRENCH ST

WALNUT ST

WISTERIA PL

WISTERIA PL

WISTERIA PL

WISTERIA PL

STAFFORD ST

SAINT ANNE PL

SAINT GERTRUDE PL

KING ST

KING ST

KING ST

KING ST

KING ST

KING ST
14TH ST
14TH ST
14TH ST
14TH ST
14TH ST
14TH ST
15TH ST
15TH ST
15TH ST
15TH ST
20TH ST
20TH ST
20TH ST
20TH ST
20TH ST
20TH ST
20TH ST 20TH ST
20TH ST
19TH ST
19TH ST
19TH ST
19TH ST
19TH ST 19TH ST 19TH ST
19TH ST 19TH ST 19TH ST
18TH ST
18TH ST 18TH ST
18TH ST
18TH ST 18TH ST
18TH ST
18TH ST
16TH ST 16TH ST 16TH ST
16TH ST
16TH ST
16TH ST
16TH ST
10TH ST
10TH ST 10TH ST 10TH ST
10TH ST
12TH ST 12TH ST 12TH ST 12TH ST

KEEL AV

WASHINGTON AV

ROSITA ST

ALBION AV

SIERRA AV

VALENCIA AV

POINSETTIA ST

POINSETTIA ST

POINSETTIA ST POINSETTIA ST

POINSETTIA ST
CIR
CIR
CIR
CIR
CIR
CIR
CIR

MT MITCHELL CIR

MT HICKS ST
4TH ST
7TH ST 7TH ST
7TH ST
7TH ST
7TH ST
8TH ST
5TH ST 5TH ST
5TH ST 5TH ST 5TH ST 5TH ST
5TH ST
5TH ST
5TH ST
5TH ST
5TH ST
6TH ST
6TH ST 6TH ST 6TH ST 6TH ST 6TH ST 6TH ST 6TH ST
6TH ST
6TH ST 6TH ST
9TH ST 9TH ST 9TH ST
9TH STJETTY ST

SANTA FE ST

SANTA FE ST

SANTA FE ST

SANTA FE ST

SANTA FE ST

SANTA FE ST

STANDARD AV

STANDARD AV

WILSHIRE AV

WILSHIRE AV

WILSHIRE AV

WILSHIRE AV

WILSHIRE AV

WILSHIRE AV

WILSHIRE AV

CURIE AV

CURIE AV CURIE AV SULLIVAN ST SULLIVAN ST

SULLIVAN ST

SULLIVAN ST
ELK LN

WILLIAMS ST

WILLIAMS ST

WILLIAMS ST

JUNIPER AV JUNIPER AV

ARTESIA ST

ARTESIA ST

ARTESIA ST ARTESIA ST

ARTESIA ST

ARTESIA ST

GRIFFITH GRIFFITH

EL DON PL

BERNI ST

BERNI ST

RIVER LN

RIVER LN RIVER LN

RITA WY

RITA WY

RITA WY

YALE ST

YALE ST YALE ST

YALE ST

YALE ST

YALE ST

CALIFORNIA ST

HIGHLAND AV

JENKINS ST

SILVER DR SILVER DR

SILVER DR

GRISET PL

GRISET PL

VICTORIA DR

ORANGE AV

TOLLIVER ST

VALENCIA ST

VALENCIA ST

JAN WY JAN WY LA VERNE AV LA VERNE AV LA VERNE AV

LINNELL

LOUISE ST

LOUISE ST

LOUISE ST

LOUISE ST

ALBION LN

LINCOLN AV

GARNSEY ST

DEMING ST

BIRCH ST

BIRCH ST BIRCH ST

BIRCH ST

BIRCH ST

BIRCH ST BIRCH ST

BIRCH ST

BIRCH ST

DARIN ST

JUNIPER ST

LEWIS ST

LEWIS ST
LORI

CAMILLE ST

CAMILLE ST

CAMILLE ST

CAMILLE ST
BINE

MARCELLA LN

SANTA CLARA CIR

EASTSIDE AV

EASTSIDE AV EASTSIDE AV EASTSIDE AV

EASTSIDE AV

OAKFIELD AV

CANDIS AV

SCENIC AV

SISSON AV

SEBA AV

BALLAST AV

CAMILE ST CAMILE ST

CAMILE ST

CAMILE ST

CAMILE ST

ELAINE DR

LINGAN LN LINGAN LN

LINGAN LN LINGAN LN

MYRTLE ST MYRTLE ST

FAIR WY

FAIR WY
22ND ST
22ND ST
22ND ST

VAN NESS AV

SHEFFIELD ST

GOLDEN WEST AV

APPLE AV

SANTA CLARA AV

SANTA CLARA AV

FUCHSIA ST
SAINT

SAINT GERTR U D E

PARTON ST PARTON ST
LAIRD
LINDA
LINDA

POPLAR ST
OLIVE

FLINTRIDGE DR

STARBOARD ST STARBOARD ST

LIVINGSTONE ST

KENT AV

KENT AV

JODY AV

TRINIDAD

RIVERINE

ALTON AV

ALTON AV

ALTON AV

BISHOP ST BISHOP ST BISHOP ST BISHOP ST

KELLER AV

KELLER AV KELLER AV

RIGHTER
CIR

MISSOURI LN

FRANKLIN ST

POMONA ST

EASTSIDE
ST
FLIGHT

EDGEWOOD RD

TIMBER ST

TIMBER ST

DENNIS ST DENNIS ST

DIANNE ST

FLOYD CIR

CLINTON ST CLINTON ST

RITCHEY ST

RITCHEY ST

RITCHEY ST

RIVERSIDE DR

RIVERSIDE DR
2ND ST 2ND ST 2ND ST 2ND ST 2ND ST 2ND ST
3RD ST 3RD ST 3RD ST
3RD ST
3RD ST
3RD ST
3RD ST
3RD ST

ROY CIR

NUBIAN LN

COLUMBINE AV

SAINT ANNE

LACY ST

LACY ST
ALPINE

TOWNER ST

ENGLISH ST

ENGLISH ST

ENGLISH ST

ENGLISH ST

STANELY

KORAL CIR

JETTY DR

ORION AV

ORION AV

GROVEMONT ST

SULLIVAN

SALINAZ

WELLI N GTON AV

WAYFIELD ST

GARFIELD ST

GARFIELD ST

FAIRLAWN AV FAIRLAWN AV

HUYLARS LN

TAMPION AV TAMPION AV TAMPION AV

WELLINGTON AV

MAURIE AV

MAURIE AV MAURIE AV

BORCHARD AV

BORCHARD AV

WAKEHAM AV

LINDA WY

LINDA WY

LINDA WY

TERMINAL ST

TERMINAL ST

DAHL ST

DAHL LN

DAHL LN

DAHL LN DAHL LN

DAHL LN

DAHL LN

MAINPLACE DR

MINTER ST MINTER ST

MAXINE ST MAXINE ST

SALVATION

FULLER ST

KILSON DR

KILSON DR KILSON DR

KILSON DR

KILSON DR
AVALON
AV

AVALON AV AVALON AV

AVALON AV

AVALON AV

AVALON AV

RICHLAND AV

RICHLAND AV RICHLAND AV

PARSONS PL

CABRILLO PARK DR

WALNUT ST

DAIMLER ST

DAIMLER ST

DAIMLER ST

HELIOTROPE

RUSSELL AV

RUSSELL AV RUSSELL AV

RUSSELL AV

LYON ST

LYON ST LYON ST LYON ST

LYON ST

LYON ST LYON ST LYON ST LYON ST

LYON ST

LYON ST

LYON ST

PALM ST

PARK LN

PARK LN

PARK LN

LAUREL ST LAUREL ST

LAUREL ST

LAUREL ST

LAUREL ST

JONQUIL RD

JONQUIL RD

MIRASOL ST

MIRASOL ST

MERIDAY LN MERIDAY LN

TRASK AV TRASK AV

JAMES AV

ELDER AV ELDER AV

ELDER AV

ELDER AV

ELDER AV

BEVERLY PL

STONE PINE GLEN

GREENVILLE ST

GREENVILLE ST

GREENVILLE ST

GREENVILLE ST

FAIRMONT AV

PONDEROSA ST

FIRST AMERICAN WY

FIRST AMERICAN WY

LORETTA LN

CRYSTAL LN

CRYSTAL LN

CRYSTAL LN

BUFFALO AV

BUFFALO AV BUFFALO AV

BUFFALO AV

BUFFALO AV

BUFFALO AV

SHELLEY ST SHELLEY ST

WISTERIA WISTERIA

WISTERIA

WISTERIA

YUMA CIR

WILSHIRE WILSHIRE

FLORA ST

FLORA ST

FLORA ST

FLORA ST

FLORA ST

ASTER PL

CLARA ST CLARA ST

PLAZA DR

MANLY AV

MANLY AV

MANLY AV

NOBEL AV

NOBEL AV

HATHAWAY ST

MARINE ST

MARINE ST

MARINE ST

MARINE ST

MARINE ST

ANAHURST PL
FAY

NORMANDY PL

VILLAGE WY

SAINT GERTRUDE PL

SAINT GERTRUDE PL

SAINT GERTRUDE PL

YAWL ST

TAMY LN

RICHLAND ST

NAUTILUS DR

HASTINGS ST

SAINT ANDREW PL

SAINT ANDREW PL

SAINT ANDREW PL

OLD MC FADDEN AV

OCCIDENTAL ST

OCCIDENTAL ST

OCCIDENTAL ST

OCCIDENTAL ST

FAIRWAY DR

HICKORY ST

HICKORY ST

HICKORY ST

HICKORY ST

HICKORY ST

ASPEN VILLAGE WY

HALLADAY ST

HALLADAY ST HALLADAY ST

HALLADAY ST

HALLADAY ST

HALLADAY ST HALLADAY ST

HALLADAY ST
COMO
AV

GATES ST

GATES ST

GATES ST

DAYNA ST

DAYNA ST

CAMINO AV

FAIRMONT ST

CARNEGIE AV

MAGNOLIA AV

MAGNOLIA AV

MAGNOLIA AV

MAGNOLIA AV

PEPPER TREE LN
FAY
T
T
MINNIE
JETTY

SIEMON ST

MELRIC DR MELRIC DR

JUNIPER

FIGUEROA ST

FIGUEROA ST

SANTIAGO ST SANTIAGO ST

SANTIAGO ST

SANTIAGO ST

HIGHLAND ST

HIGHLAND ST

HIGHLAND ST

HIGHLAND ST

WOODLAND PL

MONICA LN

MONICA LN

HESPERIAN ST HESPERIAN ST

HESPERIAN ST HESPERIAN ST

HESPERIAN ST

HESPERIAN ST

HESPERIAN ST

SPINNAKER ST

SPINNAKER ST
OAK ST
OAK ST
OAK ST
OAK ST
OAK ST
OAK ST
OAK ST

BEAR ST

ALDER ST

JASON LN

CELESTE ST

CELESTE ST

CENTRAL AV

CENTRAL AV

CENTRAL AV

CENTRAL AV

CENTRAL AV

CENTRAL AV

CENTRAL AV CENTRAL AV

RIVERGLEN LN
HOTEL
LOUISE
KILSON

ALONA ST

ALONA ST

ALONA ST

ALONA ST

CAROL AV

CAROL AV

ALOHA ST

LA VERNE
PL
PL
PL
PL
PL
PL
PL
PL
PL
PL
PL
PL
PL
PL
PL
PL
PL PL
PL
PL
PL
PL
PL
PL
PL
PL

FOREST AV

FOREST AV

FOREST AV FOREST AV

FOREST AV

PENNY AV

BARBETTE AV BARBETTE AV

MADISON AV

STEVENS AV

STEVENS AV

STEVENS AV

STEVENS AV

HYLAND AV

GOETZ AV

FAIRBROOK LN

HAVEN LN

DEERE AV

KNOX AV KNOX AV

KNOX AV

PORTOLA AV

DEMING ST

DEMING ST

HARVEY AV

MORNINGSIDE AV

MORNINGSIDE AV

SAN LORENZO AV

PASADENA AV PASADENA AV

GOLDEN CIRCLE DR

ASPEN ST

ASPEN ST ASPEN ST

MAPLE ST MAPLE ST MAPLE ST MAPLE ST MAPLE ST

BAKER ST

BAKER ST BAKER ST

BAKER ST

BAKER ST BAKER ST

BAKER ST

BAKER ST

BAKER ST

REEVE ST

BUENA ST

CABRILLO

SHELTON ST

SHELTON ST SHELTON ST SHELTON ST

SHELTON ST SHELTON ST

SHELTON ST

CARLTON PL

CARLTON PL

CARLTON PL

CARLTON PL

COLUMBINE AV COLUMBINE AV

COLUMBINE AV

ANNE ST

ANNE ST

BUSH ST

BUSH ST

BUSH ST

BUSH ST

LAKE CENTER DR

BERN LN

MEILSSA

BAY CREST

LOWELL ST LOWELL ST

LOWELL ST

LOWELL ST

LOWELL ST

LOWELL ST LOWELL ST

LOWELL LN

LOWELL LN

DURYEA AV

BERKELEY ST

BERKELEY ST

BERKELEY ST

BERKELEY ST

BERKELEY ST

WILLOWICK DR
GRISET
GRISET

FRANZEN AV FRANZEN AV FRANZEN AV

JEFFERSON PL
SIERRA
SIERRA
CAMILE
ACACIA

STEARNS AV

COLLEGE AV

COLLEGE AV

KEELSON AV KEELSON AV
LADELL

WELLINGTON AV

WRIGHT ST

WRIGHT ST

WRIGHT ST

WRIGHT ST

WRIGHT ST

WRIGHT ST WRIGHT ST

WRIGHT ST WRIGHT ST

FOREST ST

TAURUS LN

MYRTLE ST

MYRTLE ST

TOLAND ST

SUNSET ST

HURLEY ST

FORBES AV

MOUNTAIN VIEW

MOUNTAIN VIEW

MOUNTAIN VIEW

VAN NESS

BRUCE AV

BURNS AV

POSEY ST

BOYER AV

KEDGE AV

BOBBY LN

DOWNIE PL

PARTON ST

PARTON ST PARTON ST

MANTLE LN MANTLE LN

MANTLE LN

POPLAR ST

POPLAR ST

POPLAR ST POPLAR ST

POPLAR ST

POPLAR ST

POPLAR ST

ENTERPRISE DR

WAVERLY ST

PARK DR

PARK DR PARK DR

PARK DR

STAFFORD ST

CORRIGAN AV

MANITOBA DR

MANITOBA DR

MANITOBA DR STEPHENS AV

ADRIN WY

ADRIN WY ADRIN WY

MAINPLACE

OLD GRAND ST

JOANA DR

JOANA DR

SUSAN ST SUSAN ST

SUSAN ST

SUSAN ST

SUSAN ST

SUSAN ST SUSAN ST

SUSAN ST

SUSAN ST

SUSAN ST

ROOSEVELT AV

GARRY AV

GARRY AV

GARRY AV

GARRY AV GARRY AV

GARRY AV

GARRY AV

PULLMAN

OTTAWA ST

MCCLAY ST

MCCLAY ST MCCLAY ST

BAMDAL ST

BAMDAL ST

LINWOOD AV LINWOOD AV LINWOOD AV LINWOOD AV

LINWOOD AV

SHERWIN LN

CYPRESS AV CYPRESS AV CYPRESS AV

CYPRESS AV

CYPRESS AV

CYPRESS AV

MARCELLA LN

CYNTHIA

ROSS ST ROSS ST

ROSS ST

ROSS ST ROSS ST

ROSS ST

ROSS ST

ROSS ST

ROSS ST

ROSS ST

BOYD ST

TODDY ST

MARTY LN

MARTY LN

FORRY LN

HUNTER AV HUNTER AV

SYDNEY ST

DIAMOND ST

DIAMOND ST

DIAMOND ST

DIAMOND ST

DIAMOND ST

BRIAN EXWY

JACKSON ST

JACKSON ST JACKSON ST

PULLMAN ST

PULLMAN ST

PULLMAN ST

CHESTNUT AV

CHESTNUT AV

CHESTNUT AV

STANDARD AV

GREENBRIER ST

HELIOTROPE DR

HELIOTROPE DR

FAWN ST

COTTER ST

COTTER ST
JAN WY

MILLWOOD ST

CENTER ST CENTER ST CENTER ST CENTER ST

CENTER ST

CENTER ST

CENTER ST

CENTER ST

CENTER ST

CUSTER ST

WEBER CIR

GRANT ST

GRANT ST

SYCAMORE ST

SEABOARD CIR

CALVO DR

JACARANDA ST

NANCY LN

ANDRES PL

ROUSSELLE ST

ROUSSELLE ST
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV
AV AV
AV
AV
AV
AV AV
AV
AV
AV
AV
AV
AV AV
AV
AV
AV
AV
AV

NOTTINGHAM AV

LEHNHARDT AV LEHNHARDT AV

PENDLETON AV

CARRIAGE DR

CARRIAGE DR

CARRIAGE DR CARRIAGE DR CARRIAGE DR CARRIAGE DR

CARRIAGE DR

GEORGINE ST

PARSONS PL

PARSONS PL

HOBART ST

HOBART ST

SHERRY LN SHERRY LN

CEDAR ST CEDAR ST CEDAR ST

ARDEN ST

GRACE PL

OBARR PL

WEST ST

WEST ST WEST ST

GOLDEN WEST AV

CATHERINE WY

WATKINS WY

LINWOOD ST

LINWOOD ST

WESTMINSTER AV

DURANT ST

PORTER ST

CASTOR ST

CASTOR ST CASTOR ST

MARTHA LN

MARTHA LN MARTHA LN

BEACON AV

BEWLEY ST

BEWLEY ST BEWLEY ST

CORTA DR CORTA DR

GREENLEAF ST

CENTURY BLVD
BLVD

MORTIMER ST MORTIMER ST

STANFORD ST

STANFORD ST

STANFORD ST

STANFORD ST

STANFORD ST

HATHAWAY ST HATHAWAY ST

HATHAWAY ST

HATHAWAY ST

HATHAWAY ST

HATHAWAY ST

ANAHURST PL

HATHAWAY ST

ANAHURST PL ANAHURST PL

ANAHURST PL

CHANDLER AV CHANDLER AV

ACAPULCO AV

MARK ST

MARK ST

MARK ST

EDNA DR

MICHAEL

MICHAEL

HARVARD ST HARVARD ST

HARVARD ST

FRENCH ST FRENCH ST

FRENCH ST

WALNUT ST WALNUT ST SPRUCE ST SPRUCE ST SPRUCE ST SPRUCE ST SPRUCE ST SPRUCE ST SPRUCE ST SPRUCE ST

HARPER ST

EVONDA ST

HAWLEY ST

ANNAPOLIS

CREST RD

PROGRESSO ST

GOLDEN WEST ST

CHERRY ST

MINTER MINTER
ST
ST ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST ST
ST
ST ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST
ST ST
ST
ST
ST
ST
ST
ST
FE
VIEW

ADAMS ST ADAMS ST

ADAMS ST ADAMS ST

ADAMS ST

ADAMS ST

ADAMS ST
MAXINE
BONNIE

BREEDEN ST

DRESSER ST

EVERGLADE ST

EVERGLADE ST

EVERGLADE ST

EVERGLADE ST

PARKCOURT PL

FALLBROOK DR
ST
LN
LN
LN
LN
LN
LN
LN
LN
LN
LN
ST
LN
LN
LN
LN
LN

WASHINGTON AV

AMETHYST CT

KIRKWOOD AV

CORWIN CT

EMMETT ST

RAYMAR ST

RAYMAR ST

RAYMAR ST

RAYMAR ST

MT MATTERHORN ST

FLOWER AV

RHONDA AV

HOOD AV

HOOD AV

HOOD AV

HOOD AV

ROSWELL ST

RICHMOND ST RICHMOND ST

GREENWICH AV

STARBOARD ST

STARBOARD ST

AURORA ST

HESPERIAN ST

HESPERIAN ST

CLEMENSEN AV

GARNSEY ST

GARNSEY ST

GARNSEY ST

GARNSEY ST

GARNSEY ST

GARNSEY ST

RENE DR RENE DR RENE DR

RENE DR

RENE DR

RENE DR

RENE DR

SPRINGS

IRONGATE

HALLADAY

MABURY ST

MABURY ST MABURY ST

MURPHY AV

FREEMAN ST

GUNTHER PL GUNTHER PL

FREEMAN LN

DOUGLAS ST DOUGLAS ST DOUGLAS ST

DOUGLAS ST

DOUGLAS ST

CRYSTAL

HARWOOD PL

FAIRMONT

FAIRMONT

SANTIAGO

BROOK ST

BROOK ST

HIGHLAND

HIGHLAND

HIGHLAND
ST

ANCHOR AV

ORANGE AV ORANGE AV ORANGE AV ORANGE AV

ORANGE AV

ORANGE AV

TOWNLEY ST

TECH CENTER

CAPE COD WY

MONTE CARLO DR

OXFORD ST

FLOWER ST

FLOWER ST

DEODAR ST

CUBBON ST

CUBBON ST CUBBON ST

CUBBON ST

CUBBON ST

CUBBON ST

WESTERN AV WESTERN AV

WESTERN AV

CLEMENSEN ST
GRISET

CAMDEN PL

CAMDEN PL

CAMDEN PL

HICKORY

SUNSWEPT AV

SUNSWEPT AV SUNSWEPT AV

SUNSWEPT AV SUNSWEPT AV

LARCHMONT AV

LARCHMONT AV

GUNTHER ST

GUNTHER ST

GUNTHER ST

FONDREN ST

LUCKY WY

LUCKY WY

SY CAMORE ST

BUFFALO

BUFFALO

CELESTE

RUSSELL

AVALON AVALON
AVALON

SAN LORENZO

LARAMORE LN
SANTA
KATHY
STACY

OAKMONT AV

REGENT DR

MCEVOY LN

PARKCENTER DR

JOANE WY

JOANE WY JOANE WY

JOANE WY

GREENVIEW DR

YOUNG ST

MARK AND

EVERGREEN ST EVERGREEN ST

EVERGREEN ST

EVERGREEN ST

GLENARBOR ST GLENARBOR ST
MALL
MALL

MEDFORD AV

FORDHAM AV

ROBERTS DR ROBERTS DR

ROBERTS DR

ARAPAHO DR

ARAPAHO DR

ARAPAHO DR

MARION WY

MCLEAN DR

COOPER ST

COOPER ST COOPER ST

THORNTON ST

BORCHARD AV

BORCHARD AV

BORCHARD AV

BORCHARD AV

BORCHARD AV

BORCHARD AV BORCHARD AV BORCHARD AV

BORCHARD AV

BROADWAY PL
ORION
ORION
KRAFT

SHANNON ST

SHANNON ST

SHANNON ST SHANNON ST

FARMERS DR

MACARTHUR PL

HUCKLEBERRY RD HUCKLEBERRY RD

STRAWBERRY LN

STRAWBERRY LN

MOUNTAIN VIEW

MOUNTAIN

WEST ORANGE RD

MOORE AV

MOORE AV MOORE AV MOORE AV MOORE AV

PONDEROSA ST

PONDEROSA ST PONDEROSA ST

PONDEROSA ST

HENDERSON PL

HENDERSON PL
ANABEL

A UGUSTA WY

SECREST WY

SECREST WY

ROWLAND AV ROWLAND AV

DEVON RD

MARINERS

GENOA DR

GRAHAM LN

DEEGAN DR DEEGAN DR

ANDREW PL

POMONA ST

POMONA ST

POMONA ST

POMONA ST

POMONA ST

POMONA ST

POMONA ST

POMONA ST

POMONA ST

TOWN AND COUNTRY

HALESWORTH ST

BEDFORD RD

BRONSON ST

WAKEHAM AV WAKEHAM AV

SPURGEON ST

SPURGEON ST SPURGEON ST

SPURGEON ST SPURGEON ST

SYCAMORE ST

SYCAMORE ST

SYCAMORE ST

SYCAMORE ST

SYCAMORE ST

SYCAMORE ST

RIDGEWOOD ST

RIDGEWOOD ST

PARK G L E N C RI
PARK
SPAR
SPAR

WARREN ST

WARREN ST
GATES
GATES

WAKEHAM PL

PASTEUR

STAFFORD STAFFORD

TOWNER ST

TOWNER ST

TOWNER ST

TOWNER ST TOWNER ST

TOWNER ST TOWNER ST

TOWNER ST

TOWNER ST

EASTWOOD AV

EASTWOOD AV NORMANDY PL NORMANDY PL

NORMANDY PL

CORPORATE DR
CT
CT

BROWNING

DORMAN ST
DEMING
CIR
MARION

TERRACE

MADDOCK ST

MADDOCK ST

MADDOCK ST

PENN WY

SUMMER LN

SHARON RD

SHARON RD

SHARON RD

NAKOMA DR

NAKOMA DR

GORDON PL

CALLENS COMM
JOANA

STEVENS
CLARA
ELDER

GLENDALE
A
A

SANDP O INTE
E
ES

MEMORY LN

MEMORY LN

HARBOR GATEWAY

CARLTON

TOWNSEND ST

TOWNSEND ST

TOWNSEND ST TOWNSEND ST

TOWNSEND ST

TOWNSEND ST

TOWNSEND ST

WOODLAND AV

ROOSEVELT

GREENGROVE

BLUEBERRY

EASTWOOD ST

EASTWOOD ST

TEAKWOOD ST

GOLDEN WEST

WOODLAND PL

WOODLAND PL

CONCORD ST CONCORD ST

CONCORD ST

CONCORD ST CONCORD ST

RAMONA DR

RAMONA DR RAMONA DR RAMONA DR

KEEGAN WY

HURON DR

HURON DR

HURON DR

HURON DR

MCGAW AV

BERNADAL

EDENDALE

SHAWNEE DR
VANCE
DAYNA

GROVEMONT ST

GROVEMONT ST

DIAMOND

DIAMOND

DIAMOND

DIAMOND

BOYD WY

CHARLES
FOREST
FOREST
FOREST
HURLEY
LOWELL

GLENWOOD PL GLENWOOD PL GLENWOOD PL

GLENWOOD PL

PENDLETON

PENDLETON

PENDLETON

COMMERCIAL

KEYWOOD LN
BAKER
ST
BAKER

SAWGRASS DR

CLUBHOUSE COM

NANTUCKET

AMY COM

PEARWOOD LN

CHESTNUT

HATHAWAY
YOST
CORTA

MAYWOOD PL

MAYWOOD PL MAYWOOD PL

HARWOOD PL

WOOD ST WOOD ST

WOOD ST

WOOD ST

LINWOOD

CANTERA

MARY COM

HEMLOCK WY HEMLOCK WY

DRIFTWOOD DRIFTWOOD

DRIFTWOOD DR

DOREEN WY

DOREEN WY

DOREEN WY
CENTER
CENTER

BEECHWOOD ST

BEECHWOOD ST BEECHWOOD ST

BRYNWOOD ST

PEACHWOOD LN

SHERWOOD LN

ROSEWOOD AV

ROSEWOOD AV

ROSEWOOD AV

ROSEWOOD AV

ROSEWOOD AV

ROSEWOOD AV

B ENTON WY

ELM ELM
BAMDAL
BERRY

PLUMWOOD LN

LAWSON WY
PENNY

CRODDY WY

CRODDY WY CRODDY WY
AUTO
AUTO

WESTWOOD AV

WESTWOOD AV WESTWOOD AV

MORNINGSIDE

CASCADE
RUTH
CIR
BRAE
RENE

RENE DR

ED N A ST
HANS

SPRUCE SPRUCE SPRUCE SPRUCE
SURREY
KEEGAN

DANBURY

FERNWOOD DR

MOONRIDGE
HAWLEY

GLENARBOR ST

FREEMAN

WOODBURY DR

MOHAWK DR

MOHAWK DR
ADDEN
CHERRY

BRADFORD

LARAMORE
EVONDA

OAKMONT

HEMLOCK

NORTHPARK
GARRY

MACARTHUR
ROSS
EVON
GRACE
DOREEN
AURORA

AURORA AURORA

SHANNON

BORCHARD

BORCHARD

BROADWAY
MARY
RD
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
DR
H R
N
R
R

CHANDLER
CIR
C
C U

OAKMONT
CAMDEN
CAMDEN
CAMDEN

CAMDEN PL
MURPHY
COLUM
MEASOR

BROOKHOLLOW
BROOK

BROOK BROOK
GENOA

TOWNSEND

TOWNSEND

NEWPORT

GROVEMONT
ST

EASTWOOD

EASTWOOD

ROWLAND
POPLAR

GRAHAM POPLAR
TOWNER

MARENGO

HARMON ST

BEECHWOOD
AV

COTTONWOOD

GLENWOOD
MEMORY

WOODBURY

AMBERWOOD

GREENWOOD
MOORE
COWAN

MAYWOOD

MAYWOOD

REDWOOD
MOHAWK
MOHAWK

WESTWOOD
AV
BOMO
BROWN
COMCOM
COM

GOLDEN CIRCLE DR
WY
WY
WY
WY
WY
WY
WY
WY
WY
WY
WY
WY
WY
M

COACH DICK

HILL WY

CUBBON ST BEVERLY PL MACARTHUR PL CEDAR ST
4TH ST

GARNSEY ST
ST
!w
!w
!w
!w
!w
!!ww
!!
ww
!!ww
!w!w
!w
!w
!w
!w
!w
!w
!w
!w
!w
!w
!w
!w!w
!w
!w
!w
!w
!w
!w !w
!w !w !w !w !w
!w !w !w !w
!w
!w !w
!w
!w
!w !w !w
!w
!w
!w!w
!w
!w !w !w !w !w !w !w !w
!w !w !w !w !w !w !w !w
!w
!w
!w
!w
!w !w
!w
!w
!w
!w
!w
!w
!w
!w!w
!w
!w!w
!w
!w
!w
!w
!t
!t
!t
!t
!t
!!tt
!!
tt
!!tt
!t!t
!t
!t
!t
!t !t !t !t !t
!t
!t
!t !t !t
!t
!t
!t
!t!t
!t
!t
0 0.225
Miles

0.45 0.9
I
Billboard (92 Locations)
1 Sided
t! Small
!t Medium
!t Large
2 Sided
w! Small
!w Medium/Small
!w Medium
!w Large/Small
!w Large/Medium
!w Large
Billboard Locations
Santa Ana
City of
As of November 2017
On Street
Number of
Billboards
Bristol Street 5
Chestnut Avenue 1
Edinger Avenue 3
Fairview Street 6
Fifth Street 9
First Street 20
Fourth Street 1
Grand Avenue 3
Harbor Boulvard 6
Main Street 20
McFadden Avenue 4
Newhope Street 1
Ritchey Street 4
Santa Ana Blvd 2
Warner Avenue 1
Westminster Ave/Seventeenth Street 6
Two locations are outside City Limits (not part of count but shown on map) Exhibit 4
City Council 67 – 43 6/21/2022
1 BILLBOARD OPERATING AGREEMENT
This Billboard Operating Agreement (“AGREEMENT”) is dated ____________________, 202__ between the City of Santa Ana, a charter city and municipal corporation (“CITY”) and ________________, a ______________________ (“OPERATOR”), collectively referred to as “the Parties”. This AGREEMENT shall become effective on the date that OPERATOR is issued a Permit by CITY (the “Effective Date”) for the installation of a new digital billboard or conversion/reconstruction of an existing static billboard to a digital billboard at the following subject property location: __________________________________, Santa Ana, California __________, referred to as the “Subject Property”.

1. Public Benefit.

A. Intent. The purpose of this AGREEMENT is to collect fees for the operation of freeway-oriented digital billboards and to provide fees for mitigation options to be used by CITY to compensate for impacts to CITY services, residents, and/or businesses as set forth in Santa Ana Municipal Code section 41-1100 et seq. The Parties agree that this AGREEMENT confers substantial private benefits on OPERATOR which should be balanced by commensurate public benefits. As part of the city’s billboard sign permit process, OPERATOR agrees to enter into this AGREEMENT. OPERATOR has elected to execute this AGREEMENT as it provides OPERATOR with important economic benefits.

Accordingly, the Parties intend to provide consideration to the public to balance the private benefits conferred on OPERATOR by providing mitigation measures to the public and to pay for economic and community-oriented services using the operating agreement fees collected.

B. Local Hiring and Sourcing. In the construction, operation, and maintenance of its billboard, OPERATOR agrees to use its reasonable efforts to retain the services of qualified contractors and suppliers who are located in the City of Santa Ana or who employ a significant number of City of Santa Ana residents.

C. Existing Billboard Removal Plan or Economic and Community Benefits Plan.

OPERATOR agrees to submit a Billboard Removal Plan (BRP) to remove existing static (non-digital) billboards within the City of Santa Ana for review and approval by CITY as part of its application for a new or converted/reconstructed digital billboard. The BRP must specify the minimum components listed below and must be attached to this AGREEMENT as Exhibit A. OPERATOR shall adequately document that it has met the BRP’s obligations and commitments as a condition of renewal/extension of this AGREEMENT upon expiration of the initial term and any extensions.
i. BRP Minimum components:
(1) Location of existing billboards to be removed, including a street address, geo-coordinates, and accompanying map.
(2) Size of existing billboards to be removed, including dimensions of the overall structure, number of billboard faces on the structure, City Council 67 – 44 6/21/2022
2 dimensions of the billboard face, square footage of the billboard face, and accompanying photographs.
(3) Timeline for removal of existing billboards identified, prior to release of utilities for any new or converted/reconstructed digital billboard identified in the application.
(4) Provisions for advertising of any onsite available products or services, specified as a percentage of total hourly on- or offsite product or service advertisements.
(5) Economic and Community Benefits Plan, if applicable as per item 7, below.
(6) Documentation of any/all permit(s) required for removal. ii. Billboard Removal Ratios for Existing Static Billboards (Except as Noted Below):

Table 1: Billboard Removal Ratios for Nonconforming Billboards Project/Request Required Removal
New Digital Billboard on a freeway 4 times the area of the proposed billboard* Conversion/Reconstruction of Existing
Static Billboard to Digital with No
Expansion of Area
4 times the area of the proposed billboard
Conversion/Reconstruction of Existing
Static Billboard to Digital Including
Expansion of Area
4 times the area of the proposed billboard
Conversion of Existing Digital On-Premise
Sign to Digital with No Expansion of Area
2 times the area of the proposed billboard*
Conversion of Existing Digital On-Premise
Sign to Digital Including Expansion of Area
4 times the area of the proposed billboard*
New Digital Billboard with Mandatory OnPremise Advertising Associated with an On-Premise Regional Retail Commercial
Business or a Regional Commercial Center
As determined under the Economic
Community Benefits Plan
Conversion of Existing Digital On-Premise
Sign to a Digital Billboard with Mandatory
On-Premise Advertising Associated with an
On-Premise Regional Automobile
Dealership or Regional Commercial Center
As determined under the Economic
Community Benefits Plan
*May be reduced subject to approval of Community Benefits Plan As used in this section, the terms stated below shall be defined as follows:

1. Regional Automobile Dealership: An automobile dealership licensed by the state that sells new or used automobiles or other motor vehicles in conjunction with new automobiles to the general public on an integrated site which fronts onto one or more freeways, is plainly visible from one or more freeways, or is on a site which is located within three hundred (300) feet of the point where a freeway exit centerline intersects with a city street.

2. Regional Business: A business or enterprise offering commodities, goods, or services, either wholesale or public, to the broader Orange County region, on an integrated site which fronts onto one or more freeways, is plainly visible from one or more freeways, or is on a site which is located within three hundred (300) feet of the point where a freeway exit centerline intersects with a city street.

City Council 67 – 45 6/21/2022
3 Regional Commercial Center: A large commercial complex containing a variety of stores, restaurants and other businesses housed in a series of connected and/or adjacent buildings within an integrated campus that shares common areas and parking facilities, and which fronts onto one or more freeways. Said center must be located on a site of no less than fifteen (15) acres.
iii.Economic and Community Benefits Plan:

Except as required by Table 1 above, OPERATOR may exercise the option to reduce the billboard removal ratio for billboards that are nonconforming as resulting from the adoption of Ordinance No. NS-____, subject to detailing provisions for economic and community benefits in an Economic and Community Benefits Plan in full accordance with Section 41-1113 of the Santa Ana Municipal Code as detailed and approved in the BRP. The terms of the Community Benefit Plan within the BRP shall be subject to review and approval by the City Manager as recommended by the City Attorney and Executive Director of the Planning and Building Agency.

For the proposed conversion of existing freeway-oriented on-premise digital signs to be considered for a reduction in or exemption from the required removal ratios as outlined in Table 1, the Subject Property shall contain an existing business that satisfies all of the criteria enumerated below:
(1) Is a local tax revenue generating business, a retail mall, or a local taxable consumer goods retail district that is regional in nature and is able to reasonably demonstrate regional draw of consumers from neighboring cities and counties and competitiveness in the region; and
(2) Is able to demonstrate annual gross taxable sales average of at least $5,000,000 (five million); and
(3) Is able to demonstrate making physical improvements to the property and onsite improvement within the three-year period prior to submitting an application to the CITY and a budgeted improvement plan for a minimum of a five (5) year period following final building approval; and
(4) Is able to demonstrate an on-going business plan and a budget that include a marketing plan reaching out to customers in neighboring cities and counties for the three (3) year period prior to submitting an application to the CITY and a budgeted marketing plan for a minimum of a five (5) year period following final building approval; and
(5) Has been continuously open to the public with reportable tax revenue for the five (5) year period prior to submitting an application to the CITY; and (6) Employs a minimum 20 percent (20%) of its employees who reside in Santa Ana; and
(7) In receipt of a preliminary approval letter of conformance from Caltrans for an offpremise sign; and (8) Retain no less than thirty percent (30%) of time slots within and advertising cycle for advertising of the business and products available on the property; and (9) The applicant and business operator and the CITY shall enter into a Billboard Operating Agreement as set forth in Section 41-1113 of this Chapter.

City Council 67 – 46 6/21/2022
4 For new digital billboards signs to be considered for a reduction in or exemption from the required removal ratios as outlined in Table 1, the Subject Property shall satisfy all of the criteria enumerated below:
(1) Propose in conjunction with the development of a new or an existing tax revenue generating business, a retail mall, or a local taxable consumer goods retail district that is regional in nature and is able to reasonably demonstrate regional draw of consumers from neighboring cities and counties and competitiveness in the region, or is an established business with a national presence having at least fifty (50) or more locations nationally demonstrating the following economic benefits:
a. Projected annual gross taxable revenue average of at least $5,000,000 (five million); and
b. Commit to employing at least forty (40) full-time employees, of which a minimum 20 percent (20%) of its employees who reside in Santa Ana; and
(2) Retain no less than thirty percent (30%) of time slots within advertising cycle for advertising of the business and products available on the Subject Property; and
(3) In receipt of a preliminary approval letter of conformance from Caltrans for an off-premise sign; and
(4) The applicant and business operator and the CITY shall enter into a Billboard Operating Agreement as set forth in Section 41-1113 of this Chapter.

2. Effect of City Regulations on Development of Project.

Except as expressly provided in this AGREEMENT, all substantive and procedural requirements and provisions contained in CITY’s ordinances, specific plans, design guidelines, rules and regulations, including, but not limited to zoning and building codes and approved billboard designs on file with the Planning and Building Agency, in effect as of the effective date of this AGREEMENT, shall apply to the construction and development of the Subject Property.

3. Operating Requirements
The following covenants shall run with the sites until such time as the billboards are removed from the sites:

A. Covenants Regarding Operation and Maintenance. OPERATOR shall operate and maintain the billboards in good working order and in accordance with all applicable laws, including without limitation, the California Outdoor Advertising Act (California Business and Professions Code Section 5200, et seq.) and California Department of Transportation regulations and specifications adopted pursuant thereto (Title 4 California Code of Regulations, Section 2240, et. seq.).

B. Maintenance. OPERATOR shall, at OPERATOR’s sole cost and expense, maintain and repair or cause to be maintained and repaired the billboards and any and all security lighting or appliances installed in accordance with any entitlements and building permits issued by the CITY and any and all other applicable laws. The billboards and the sites City Council 67 – 47 6/21/2022
5 shall be kept free from the accumulation of debris and waste materials. All exterior painted surfaces shall be maintained at all times in a clean and presentable manner, free from chipping, cracking, peeling and defacing marks. All broken lights shall be immediately repaired in order to prevent hazardous conditions and/or invitation for trespassers and malicious mischief. Except during periods of construction, no lumber, trash, discarded equipment or other debris shall be stored in areas visible from the street.

C. Graffiti Removal. All graffiti and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed within 24 hours of the OPERATOR becoming aware of the graffiti or the CITY reporting the graffiti to the OPEARTOR.

D. Design of potential graffiti-attracting surfaces. OPERATOR shall design the billboards and all associated structures visible from any public or quasi-public place is such a manner to consider prevention of graffiti in accordance with the Santa Ana Municipal Code section 41-638.2(b) as the same may be amended from time-to-time hereafter.

E. Non-Operation and Removal. OPERATOR shall promptly repair the billboards in the event of damage, defect or other cause so as to maintain operations in accordance with this AGREEMENT. In the event that OPERATOR anticipates that a repair will require more than 30 days to complete, OPERATOR shall notify City in writing of the anticipated schedule and the cause of the delayed repair.

4. Operating Fee Rates for Billboards; Payment.

OPERATOR shall pay billboard operating fees to CITY as follows:

A. OPERATOR shall pay CITY an annual operating fee, which shall be the greater of the Revenue Share generated from the Advertising Inventory or the minimum annual guarantee (“MAG”). The Revenue Share is defined as 30 percent of the Net Advertising Revenue. Net Advertising Revenue is defined as gross revenue received from the sale of Advertising Inventory, less bad debt only (not to exceed two percent of gross revenue). The minimum annual fee shall be no less than $90,000 per face of the digital billboard being constructed, subject to three percent increases annually on the anniversary month of the Commencement Date.

B. The annual operating fee shall be paid in equal monthly installments (the “Monthly Operating Fee”), due on the first day of the month in which the Commencement Date occurs. When the first day of the month falls on a City Holiday or City Hall Closure Day, then the reporting/remittance date shall fall on the next City business day following. The Monthly Operating Fee shall be acknowledged and agreed by CITY to be paid timely if paid on said date. When reporting/remitting is made by mail, the postmark date shall serve as proof of timely reporting/remittance.

C. OPERATOR shall not add any ancillary use to the new digital billboard and shall not derive any ancillary revenue from the Subject Property other than advertising revenue unless agreed to in writing and approved by the City. Any approved ancillary revenue shall be referred to as Approved Ancillary Revenue. The terms of any Approved Ancillary City Council 67 – 48 6/21/2022
6 Revenue shall be mutually agreed on by CITY and OPERATOR by a separate writing, provided that the revenue share for Approved Ancillary Revenue shall not be less than 30 percent of gross ancillary revenue received less bad debt only (not to exceed two percent of gross ancillary revenue).

D. The “Commencement Date” is the day that all of the following are true: (i) OPERATOR has obtained all Development Approvals, (ii) the billboard is fully constructed and operational and has electrical power from a permanent source, and (iii) the billboard has passed the City’s final inspection. The Monthly Operating Fee shall be paid to CITY on the first day of the month that it is due. If the Commencement Date is other than the first day of a month, the first monthly payment of the Monthly Operating Fee shall be due on the first day of the month after the Commencement Date occurred.

5. Remittance and Reporting.

Beginning as set forth above and annually thereafter, OPERATOR shall report and remit payment to CITY of the applicable billboard operating fees set forth in Section 4 of this AGREEMENT.

On a twice-yearly basis, OPERATOR shall provide to the City advertising revenue reports (the “Advertising Reports” for all advertising sales at the Subject Property. Reports shall include gross revenue collected, advertisers, advertising rates, and occupancy rates for the preceding period.

OPERATOR shall maintain or cause to be maintained adequate accounting systems and controls to insure that all gross revenue is recorded. OPERATOR shall keep or cause to be kept true and accurate books and records for a period of seven years after end of the Term as defined in Section 8 and all business transactions related to the Subject Property, and City shall have the right, through its representatives and at all reasonable times, upon at least 7 days’ prior written notice to OPERATOR, to inspect such books and records. If such books and records are not kept and maintained within a radius of 50 miles from the main office of the City, upon request of City, OPERATOR shall make such books and records available to City for inspection and audit at a location within that radius or OPERATOR shall pay to City the reasonable and actual costs incurred by City in inspecting and auditing such books and records, including but not limited to travel, lodging and subsistence costs.

6. Past due date – Past due penalty; Late interest.

A. Any OPERATOR entity or individual who fails to pay the billboard operating fees required by this AGREEMENT when due shall be subject to past due penalties and interest as set forth herein.
i. OPERATOR shall be considered past due if the required yearly operating agreement fee is not paid by the last day of the month following the month for which it is due. ii. For failure to fully pay any monthly fee when due, the following past due penalty and late interest charges shall be added to the unpaid balance amount owing:
1) A past due penalty of Ten Percent (10%) per month;
City Council 67 – 49 6/21/2022
7 2) A late interest charge of One and One Half Percent (1.5%) per month added to the unpaid balance amount owing, inclusive of any prior past due penalty or late interest charges accrued.

B. CITY is not required to send a past due notice or other bill or invoice to OPERATOR, or any other person subject to the provisions of this AGREEMENT, and failure to send such notice, bill or invoice shall not affect the validity of any operating fee, late penalty or late interest charge due under the provisions of this AGREEMENT.

7. Requirements for All Digital Billboards.

A. Civic Promotions. OPERATOR agrees to provide free advertising time on the Digital Billboard to City for the promotion of community events, tourism activity and events, and other civic interests of the City.
i. Amount of Advertising Time for Civic Promotions. Following the Commencement Date, OPERATOR shall permit City to use a minimum of 5% of the advertising inventory, up to one (1) spot in a standard eight (8) spot rotation on the Digital Billboard, for the entire Term of the AGREEMENT for civic promotions and public service announcements as supplied by CITY, without charge for advertising space (the “Free Advertising Space”). OPERATOR shall provide the Free Advertising Space evenly across all days and day parts. The foregoing obligation of OPERATOR to provide Free Advertising Space to City for Civic Promotions shall be and remain in effect only during those periods OPERATOR is operating the Digital Billboard with electronic/digital technology. In the event OPERATOR removes or is unable to operate the Digital Billboard for any reason, OPERATOR’S obligation to provide Free Advertising Apace to City for any reason shall be suspended for the period of time it is not operating the Digital Billboard.
ii. Process for City Requests to Utilize Advertising Space for Civic Promotions. City shall be responsible for providing OPERATOR with its Civic Promotions, which may be updated by City at any time, and for any costs associated with providing OPERATOR with associated artwork in acceptable format. City shall notify Operator at least thirty (30) days before the proposed display date of a Civic Promotion. City must submit “camera ready art” utilizing formats and protocols acceptable to OPERATOR. All copy shall be submitted to OPERATOR at least ten (10) business days in advance. iii. Limitations on City. City shall not charge for, or exchange goods or services for, any advertising space on the Digital Billboard provided by OPERATOR to City pursuant to this AGREEMENT; provided, however, that this limitation shall not be construed to prevent City from entering into agreements to promote properties within the City in conjunction with its tourism promotion activities, so long as City does not sell advertising for profit. In addition, it is expressly understood and agreed that Civic Promotions may not include any names, logos, marks, products, or services associated with any commercial entity, any campaign for public office in the City, or any third party nongovernmental person or entity that is not located in, sponsored by or affiliated with the City. The forgoing limitation shall not be construed to prohibit the display of names, logos, or marks of organizations associated with City events or activities.

City Council 67 – 50 6/21/2022
8 B. Public Safety Announcements. OPERATOR shall utilize the advertising space on the Digital Billboards for regional emergency announcements and alerts, including but not limited to Amber Alerts and “wanted” criminal postings from law enforcement, without charge, as reasonably requested by the City of Santa Ana, in accordance with applicable local, regional, and/or state protocols.

C. Unacceptable Content. OPERATOR agrees not to utilize the Digital Billboard to advertise tobacco products, adult entertainment businesses, as defined in the Santa Ana Municipal Code, conferences/conventions for any of the foregoing prohibited uses, sexually explicit messages, or any violent, hate, or other obscene messaging.

8. Term.

This AGREEMENT shall continue in full force and effect for a fifteen (15) year period commencing on the Commencement Date (“Term”). OPERATOR may notify City up to twelve months prior to the expiration date of this AGREEMENT of its desire to extend the term of this AGREEMENT, and City and OPERATOR shall enter into negotiations and may agree to extend the term of this AGREEMENT pursuant to a mutual agreement in writing upon terms acceptable to both parties. Following termination or expiration of this AGREEMENT and provided no extension of this AGREEMENT is agreed to, within ninety (90) days after the date of the termination or expiration of this AGREEMENT, OPERATOR shall, at its sole cost and expense, secure all required permits to, and shall, remove and properly transport the billboard from the Subject Property, shall return the Subject Property to its original condition, and shall not store any portion of the removed billboard on the Subject Property or any other location within City's jurisdictional boundaries. The billboard shall be deemed to have been satisfactorily removed for purposes of this Section 8 so long as no remnants of the sign structures remain visible above ground, all utilities are capped, and the site is graded, secured, landscaped, and irrigated to a condition satisfactory to CITY. If CITY is required to exercise its rights under this AGREEMENT due to OPERATOR’S failure to remove the billboard, then CITY shall be entitled to be reimbursed by OPERATOR any and all direct expenses incurred by CITY in exercising its rights under this subsection within no more than ten (10) days following CITY’s delivery of an invoice demanding payment for such expenses. Any such removal of the billboard by City shall not entitle OPERATOR to any damages of any kind whatsoever against CITY or its agents, and OPERATOR hereby releases and holds all City Parties harmless from indemnified claims and liabilities for any action by any of the City Parties in removing the billboard. OPERATOR hereby consents to CITY’s entry onto the site to accomplish such removal.

9. Business License Required.

A valid City of Santa Ana Business License is required for all entities engaged in operating digital billboards in the City of Santa Ana. It is unlawful for any person or legal entity to display advertising on a billboard in the City of Santa Ana without first having procured a City of Santa Ana business license.

10. Regulation by other Public Agencies.

It is acknowledged by the Parties that other public agencies not subject to control by the City, including, but not limited to, Caltrans, may possess authority to regulate aspects of the digital billboard as contemplated herein, and this AGREEMENT does not limit the authority City Council 67 – 51 6/21/2022
9 of any of those other public agencies. OPERATOR acknowledges and represents, in addition to City's regulations, OPERATOR shall, at all times, comply with all applicable Federal, State, local, and other public agency laws and regulations applicable to the billboard. To the extent any such other public agency or agencies preclude development or maintenance of the billboard, OPERATOR shall have the right to terminate this AGREEMENT by delivery to City of notice of termination, along with evidence reasonably satisfactory to City that the development and/or maintenance of the billboard has been precluded by another agency or agencies. Upon delivery of such evidence and notice of termination to the City, this AGREEMENT shall be deemed terminated and OPERATOR shall not be further obligated under this AGREEMENT; provided, however, that such termination shall not affect the OPERATOR’S obligation to pay any Development Review or Impact Fees that have already accrued, to indemnify and defend the City and any of its agents or consultants acting on its behalf for any Indemnified Claims and Liabilities pursuant to Section 11, and/or to remove the billboards from the site in accordance with Section 8 of this AGREEMENT, if applicable.

11. OPERATOR Indemnification of City.

A. OPERATOR will defend, indemnify and hold harmless CITY from any claims, damages, injuries, or liabilities of any kind whatsoever sustained or incurred by CITY resulting from this AGREEMENT, or OPERATOR’s performance and/or breach of this AGREEMENT.

B. OPERATOR agrees to defend, at its sole expense, any action against CITY, its agents or consultants, officers, and employees related to this AGREEMENT.

OPERATOR agrees to indemnify and reimburse CITY for any court costs and attorney fees that CITY may be required to pay as a result of any legal challenge related to this AGREEMENT and/or CITY’s approval of a Billboard Permit or Conditional Use Permit. CITY may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve the OPERATOR of its obligation hereunder.

12. Annual Review
During the term of this AGREEMENT, CITY shall annually review the extent of good faith compliance by OPERATOR with the terms of this AGREEMENT. OPERATOR shall file an annual report with the CITY containing detailed information regarding compliance with the terms of this AGREEMENT no later than March 15 of each calendar year.

13. Default and Termination for Cause.

This AGREEMENT may be terminated, for good cause, by City or OPERATOR if either gives the other Party written notice of default and if that default is not corrected (i) on or before ten (10) days after receipt of the notice for non-payment of any amount due or (ii) within thirty (30) days after receipt of the notice for any other default (except in connection with a default which cannot be remedied or cured within said 30-day period, in which event said 30-day period shall be extended for such time as shall be deemed mutually agreeable by City and OPERATOR necessary to cure the same, but only if the defaulting Party, within such 30-day period, shall promptly commence and thereafter proceed diligently and continuously to cure such default. In no event shall the period be extended beyond 90 days.).

City Council 67 – 52 6/21/2022
10 If this AGREEMENT terminates due to non-performance by OPERATOR, then (i) any remaining unpaid Monthly Operating Fee that was due for any period before the date of that termination shall be immediately due and payable to City and (ii) OPERATOR at its sole cost, shall immediately remove the billboard and visible supporting equipment installed pursuant to this AGREEMENT and shall return the site to an acceptable condition wherein the billboard and its accompanying equipment and improvements are removed, and the site is graded, landscaped, irrigated, and secured; provided, that if OPERATOR fails to remove any of the billboard within ninety (90) days after this AGREEMENT is terminated pursuant to this subsection, then City shall be entitled to remove the remaining billboard and dispose of same. If City is required to exercise its rights under this AGREEMENT due to OPERATOR’S failure to remove the billboard, then City shall be entitled to be reimbursed by OPERATOR any and all direct expenses incurred by City in exercising its rights under this subsection within no more than ten (10) days following City's delivery of an invoice demanding payment for such expenses. Any such removal of the billboard by City shall not entitle OPERATOR to any damages of any kind whatsoever against any or all City Parties, and OPERATOR hereby releases and holds all City Parties harmless from indemnified claims and liabilities for any action by any of the City Parties in removing the billboard. OPERATOR hereby consents to City's entry onto the site to accomplish such removal.

14. Termination Without Cause.

This AGREEMENT may be terminated for convenience by the City upon twelve (12) months written notice of termination, provided that such termination cannot occur within the initial ten (10) years from the Commencement Date. In such event, City shall be entitled to receive, and the OPERATOR shall pay City, compensation for all Monthly Operating Fees due to the City up to the termination date.

If this AGREEMENT terminates due to non-performance by OPERATOR, then (i) any remaining unpaid Monthly Operating Fee that was due for any period before the date of that termination shall be immediately due and payable to City and (ii) OPERATOR at its sole cost, shall immediately remove the billboard and visible supporting equipment installed pursuant to this AGREEMENT and shall return the site to an acceptable condition wherein the billboard and its accompanying equipment and improvements are removed, and the site is graded, landscaped, irrigated, and secured; provided, that if OPERATOR fails to remove any of the billboard within ninety (90) days after this AGREEMENT is terminated pursuant to this subsection, then City shall be entitled to remove the remaining billboard and dispose of same. If City is required to exercise its rights under this AGREEMENT due to OPERATOR’S failure to remove the billboard, then City shall be entitled to be reimbursed by OPERATOR any and all direct expenses incurred by City in exercising its rights under this subsection within no more than ten (10) days following City's delivery of an invoice demanding payment for such expenses. Any such removal of the billboard by City shall not entitle OPERATOR to any damages of any kind whatsoever against any or all City Parties, and OPERATOR hereby releases and holds all City Parties harmless from indemnified claims and liabilities for any action by any of the City Parties in removing the billboard. OPERATOR hereby consents to City's entry onto the site to accomplish such removal.

15. Termination - Effect on Prior Obligations.

Upon any termination of this AGREEMENT, OPERATOR’s obligation to remit operating agreement fees due and payable under the terms of this AGREEMENT for operation of a City Council 67 – 53 6/21/2022
11 billboard prior to termination of this AGREEMENT shall continue to be in effect. Past due penalties and late interest charges shall continue to accrue and be applicable until all operating fees due under this AGREEMENT are paid in full. OPERATOR’s liability for any remaining unpaid past due penalties and/or late interest charges shall continue until fully satisfied.

16. Reimbursement Clause.

In consideration of the time and costs incurred by CITY in the drafting and implementation of this AGREEMENT, OPERATOR agrees to pay $2,500.00 to CITY within thirty (30) days of execution of this AGREEMENT.

17. Attorney Fees and Costs.

In any action or proceeding between CITY and OPERATOR brought to interpret or enforce this AGREEMENT, or which in any way arises out of the existence of this AGREEMENT or is based upon any term or provision contained herein, the prevailing party in such action or proceeding shall be entitled to recover from the non-prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this AGREEMENT, the prevailing party's reasonable attorneys' fees and litigation costs. Fees and costs recoverable pursuant to this Section 17 include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding.

18. Notice.

Any notice, tender, demand, delivery, or other communication pursuant to this AGREEMENT shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this section, to the following persons:

To CITY: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714-647-6956
Copies to: Executive Director – Planning and Building Agency City of Santa Ana
20 Civic Center Plaza (M-20)
P.O. Box 1988
Santa Ana, California 92702-1988
Fax 714-973-1461
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
City Council 67 – 54 6/21/2022
12 P.O. Box 1988
Santa Ana, California 92702-1988
Fax 714-647-6515
To OPERATOR: ___________________________
___________________________
___________________________
___________________________
___________________________
A party may change its address by giving signed notice in writing to the other party.

Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) business days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax or email document attachment, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays, or City Hall closure dates shall be excluded.

19. Exclusivity and Amendment.

This AGREEMENT represents the complete and exclusive statement between CITY and OPERATOR for the applicable Subject Property identified on page one of this agreement, and supersedes any and all other agreements, oral or written, between the parties. This AGREEMENT may not be modified except by written instrument signed by CITY and by an authorized representative of OPERATOR. Each party to this AGREEMENT acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

20. Assignment.

OPERATOR may not assign or transfer any interest herein without the prior written consent of CITY, and any such assignment or transfer without CITY's prior written consent shall be considered null and void.

21. Discrimination.

OPERATOR shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. OPERATOR affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local labor laws and regulations.

22. Jurisdiction-Venue.

This AGREEMENT has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this City Council 67 – 55 6/21/2022
13 AGREEMENT shall be determined and governed by the laws of the State of California.

Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of this AGREEMENT.

23. Severability.

If any part of this AGREEMENT is found to conflict with applicable local, state, or federal laws or regulations, such part shall be inoperative, null and void insofar as it conflicts with said laws or regulations, or may be modified or suspended as may be necessary to comply with any local, state, or federal law or regulation, but the remainder of the AGREEMENT shall continue in full force and effect.

24. Counterparts.

This AGREEMENT may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this AGREEMENT may be by actual, facsimile or electronic signature.

25. Authority to Bind.

Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this AGREEMENT, and shall indemnify CITY fully, including reasonable costs and attorney’s fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
//
//
//
{Signature page follows}
City Council 67 – 56 6/21/2022
14 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the date and year first above written.

ATTEST: CITY OF SANTA ANA
________________________ ________________________________

DAISY GOMEZ KRISTINE RIDGE
Clerk of the Council City Manager
APPROVED AS TO FORM: OPERATOR
SONIA R. CARVALHO LEGAL
City Attorney NAME: __________________________

SIGNATORY
By: _______________________ NAME: ___________________________ John M. Funk
Chief Assistant City Attorney TITLE: ___________________________ TAXPAYER ID: _____________________
RECOMMENDED FOR APPROVAL:
_________________________________
Executive Director
Planning & Building Agency
City Council 67 – 57 6/21/2022

CITY OF SANTA ANA
Planning and Building Agency
20 Civic Center Plaza ● P.O. Box 1988
Santa Ana, California 92702

NOTICE OF PUBLIC HEARING
BEFORE THE CITY COUNCIL OF THE CITY OF SANTA ANA, CA.

The City of Santa Ana encourages the public to participate in the decision-making process.

The following notice is being provided so that you can ask questions, make comments and stay informed about projects that might be important to you. We encourage you to contact us prior to the Public Hearing if you have any questions.

NOTICE IS HEREBY GIVEN - The City Council of the City of Santa Ana will hold a public hearing to receive public testimony and will take action on the item described below.

Proposed Action: Approve Zoning Ordinance Amendment No. 2022-01 to repeal Article XII (OffPremise Commercial Advertising Signs) of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) and adopt a new ordinance that would allow the construction of new digital billboards and reconstruction of existing billboards with digital displays, subject to certain location and development standards.

Environmental Impact: In accordance with the California Environmental Quality Act (CEQA), a Mitigated Negative Declaration (MND) including one technical study evaluating air quality and greenhouse gas, was prepared for the project. No areas of significance or unavoidable impacts were determined to occur from the construction or operation of the proposed project with the implementation of mitigation measures. The MND was available for public review and comment for 30 days as required by CEQA between March 7 and April 6, 2022. One comment was received from the City of Orange. A written response to the comment were prepared and incorporated into the environmental document. The project requires adoption of a Mitigation Monitoring and Reporting Program (MMRP), which will reduce all identified impacts to less than significant with implementation of the MMRP. Based on the environmental checklist form completed for the proposed project and supporting environmental analysis, the project would have no impact or a less than significant impact on the following environmental issue areas: Aesthetics, Agriculture and Forestry Resources, Air Quality, Biological Resources, Energy, Greenhouse Gas Emissions, Hydrology and Water Quality, Land Use and Planning, Mineral Resources, Noise, Population and Housing, Public Services, Recreation, Transportation, Utilities and Service Systems, and Wildfire. The proposed project’s impacts on the following issue areas would be less than significant with the implementation of mitigation: Cultural Resources, Geology and Soils, Hazards and Hazardous Materials, Tribal Cultural Resources. All impacts would be less than significant after mitigation.

Meeting Time and Date – This matter will be heard on Tuesday, June 21, 2022 at 5:45 p.m. or thereafter in the City Council Chamber, 22 Civic Center Plaza, Santa Ana, California 92702. All interested persons can refer to the following link on the date of the meeting for more information and instruction for participating in the meeting www.santa-ana.org/cc/city-meetings.

How To Make Comments - If you do not wish to appear at the public hearing, you may also send your written comments to the Clerk of the Council, by mail to City of Santa Ana, 20 Civic Center Plaza – M30, Santa Ana, CA 92701 or via e-mail at [email protected] (reference “City City Council 67 – 58 6/21/2022 Council meeting”) by 12:00 p.m. on Monday, the day before the meeting; e-mails received after said time will be on file for public viewing the day after the meeting.

Who To Contact For Questions - Should you have any questions, please contact the Planning and Building Agency at (714) 667-2705 or you can send an email to [email protected].

Where To Get More Information - All staff reports regarding any item on this agenda are available for public inspection in the Clerk of the Council Office during regular business hours and posted on the City’s website the Tuesday before a Council meeting at: www.santa-ana.org/cc/citymeetings.

Si tiene preguntas en español, favor de llamar al (714) 647-6520.

Nếu cần liên lạc bằng tiếng Việt, xin điện thoại cho Tony Lai số (714) 565-2627.

If you challenge the decision on the above matter, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council of the City of Santa Ana at, or prior to, the public hearing.

Daisy Gomez,
Clerk of the Council
Publish Orange County Reporter - Legals Section;
Date: June 10, 2022
City Council 67 – 59 6/21/2022
Community Development Agency
https://www.santa-ana.org/cd
Item # 68
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
June 21, 2022
TOPIC: Crossroads at Washington Affordable Housing Project at 1126, 1136, & 1146 East Washington Avenue
AGENDA TITLE:

Public Hearing - For the Crossroads at Washington affordable housing project located at 1126, 1136, & 1146 East Washington Avenue: Approve two Loan Agreements for a total combined amount of $4,644,909 and a Development Impact Fee Deferral Agreement with Washington Santa Ana Housing Partners, L.P.; Approve two Subordination Agreements with U.S. Bank and the County of Orange; Approve an Additional Award of up to Eight Project-Based Vouchers for a combined total of 15 Project-Based Vouchers; Approve revisions to the joint sixty-five (65) year Ground Lease with Washington Santa Ana Housing Partners, L.P. and the County of Orange; and Approve a draft Land Use Covenant and Equitable Community Revitalization Grant Agreement with the State of California Department of Toxic Substances Control (Non-General Fund) (Contingent upon approval of Housing Authority Item # 5)

RECOMMENDED ACTION

CITY COUNCIL

1. Authorize the City Manager to execute a Loan Agreement with Washington Santa Ana Housing Partners, L.P. for $3,007,489 in HOME Investment Partnerships Program funds for the development of the Crossroads at Washington affordable housing project located at 1126, 1136, & 1146 East Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-14 and 398-092-13) subject to non-substantive changes approved by the City Manager and City Attorney.

2. Authorize the City Manager to execute a Loan Agreement with Washington Santa Ana Housing Partners, L.P. for $1,637,420 in Neighborhood Stabilization Program funds for the development of the Crossroads at Washington affordable housing project located at 1126, 1136, & 1146 East Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-14 and 398-092-13) subject to non-substantive changes approved by the City Manager and City Attorney. This Loan Agreement includes $339,727 in additional Neighborhood Stabilization Program funds to pay for an unanticipated increase in development costs.

City Council 68 – 1 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

3. Authorize appropriation adjustment to recognize and appropriate Neighborhood Stabilization Program 1-3 revenue from prior year fund balance of $237,371 and grant funds of $246,501. This additional funding is to complete the necessary $1,637,420 for contructions costs for the development of the Crossroads at Washington affordable housing project located at 1126, 1136, & 1146 East Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-14 and 398-092-13. (Requires five affirmative votes)

4. Authorize the City Manager to execute a Development Impact Fee Deferral Agreement with Washington Santa Ana Housing Partners, L.P. to defer approximately $652,717 of their development impact fees for the development of the Crossroads at Washington affordable housing project located at 1126, 1136, & 1146 East Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-14 and 398-092-13) subject to non-substantive changes approved by the City Manager and City Attorney.

The calculation of the final fee amount to be deferred will be determined at the time of issuance of the certificate of occupancy.

5. Authorize the City Manager to execute a Subordination Agreement with U.S. Bank, National Association to subordinate the City’s two Loan Agreements to a senior private loan, subject to non-substantive changes approved by the City Manager and City Attorney.

6. Authorize the City Manager to execute a Subordination Agreement with the County of Orange, to subordinate the City’s two Loan Agreements to a senior public loan, subject to non-substantive changes approved by the City Manager and City Attorney.

7. Authorize the City Manager to execute a future Subordination Agreement, if needed, with the State of California Department of Housing and Community Development, the California Community Reinvestment Corporation, and/or the Orange County Housing Finance Trust, for the City’s two Loan Agreements, after the Crossroads at Washington affordable housing project is complete, subject to approval as to form by the City Attorney.

8. Authorize the City Manager to appropriate potential future grant funds in the FY 22-23 Budget received through an Equitable Community Revitalization Grant Agreement with the State of California Department of Toxic Substances Control to address and remediate present or future human health or safety or the environment as a result of the presence on the land of hazardous materials at 1126, 1136, & 1146 East Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-14 and 398-092-13).

EXECUTIVE SUMMARY
On five separate meetings, the City Council has unanimously approved various actions for the development of the Crossroads at Washington project. This Staff Report is the culmination of all of the previous actions by City Council and will allow The Related Companies of California to close on their financing and develop the project on the Housing City Council 68 – 2 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

Authority-owned property that has been joined with the County’s property. The Crossroads at Washington project will have 85 new affordable units and 1 manager’s unit, with 42 three- and four-bedroom units for large families, and 43 one- and two-bedroom affordable units for persons experiencing homelessness. 100% of the units will be for extremely low-income households at 30% Area Median Income.

For the City Council actions, regarding the two Loan Agreements, on July 2, 2019, the City Council approved an award of $3,971,440 in funding and on August 17, 2021, the City Council increased that award by $333,742 to pay for an increase in development costs. The action herein includes another increase of $339,727 in additional funds to pay for an unanticipated increase in development costs. Regarding the Development Impact Fee Deferral Agreement, this will further assist the project to offset their increase in development costs. Regarding the Subordination Agreements, U.S. Bank and the County of Orange require the City to subordinate our loans to their senior loans. Staff is also seeking approval for future Subordination Agreements by various lenders that may be required after the project is completed.

For the Housing Authority actions, the eight additional project-based vouchers are necessary to pay for an unanticipated increase in development costs. Combined the project will have up to 15 project-based vouchers from Santa Ana together with 43 projectbased vouchers from the Orange County Housing Authority. Regarding the amendments to the Ground Lease, revisions were requested by U.S. Bank in order for the bank to approve their senior loan for the project. Finally, the Land Use Covenant and the Equitable Community Revitalization Grant (“ECRG”) Agreement with the State of California Department of Toxic Substances Control are required because the joint Housing Authority and County property was found to have environmental contaminants.

The Land Use Covenant restricts all future development on the specific portions of the property with remaining environmental contaminants and the ECRG funds will support additional remediation activities.

DISCUSSION
On July 2, 2019, the City Council authorized the City Manager to execute a precommitment letter with The Related Companies of California (“Related”) and A Community of Friends (“ACOF”) for $3,971,440 in affordable housing funds consisting of $3,007,489 in HOME Investment Partnerships Program funds and $963,951 in Neighborhood Stabilization Program (“NSP”) funds for the development of the Crossroads at Washington affordable housing project located at 1126, 1136, & 1146 East Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-14 and 398-092-13) (the “Project”). The Staff Report from July 2, 2019 is attached as Exhibit 1 and the precommitment letter is attached as Exhibit 2.

On August 17, 2021, the City Council authorized the City Manager to execute a First Amended and Restated pre-commitment letter for an additional $333,742 in Neighborhood Stabilization Program funds to pay for an unanticipated increase in City Council 68 – 3 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

development costs. The Staff Report from August 17, 2021 is attached as Exhibit 3 and the first amended and restated pre-commitment letter is attached as Exhibit 4.

After the City Council approves a pre-commitment of funding for an affordable housing project, it takes a substantial amount of time for a developer to address all development issues and secure their remaining sources of financing in their capital stack. After three years since Related and ACOF received a pre-commitment of funding from the City, Related and ACOF are prepared to close on their financing and begin construction of the Project.

In order for Related and ACOF (the “Developer”) to develop the Crossroads at Washington Project and in accordance with the first amended and restated precommitment letter approved by the City Council on August 17, 2021, staff is recommending approval of a Loan Agreement for $3,007,489 in HOME Investment Partnerships Program funds, a Loan Agreement for $1,637,420 in Neighborhood Stabilization Program (“NSP”) funds (which includes an additional award of $339,727 in NSP funds), a Development Impact Fee Deferral Agreement, and two Subordination Agreements with U.S. Bank, National Association and the County of Orange as senior lenders. In addition, the following items are also required for this Project to move forward:
1) an award of eight additional project-based vouchers; 2) a revised joint sixty-five (65) year Ground Lease; 3) a Land Use Covenant; and 4) an Equitable Community Revitalization Grant Agreement. These various actions and Agreements are summarized in detail below, followed by a description of the Project.

Loan Agreement – HOME Investment Partnerships Program Funds The HOME Investment Partnerships Program Loan Agreement is attached as Exhibit 5.

The following loan terms are incorporated into the Loan Agreement:
 Borrower: Washington Santa Ana Housing Partners, L.P., which is a California limited partnership formed by Related and ACOF.
 Loan Amount: $3,007,489 principal amount from the HOME Investment Partnerships Program (the "HOME Program”)
 Interest Rate: 3% simple interest per year
 Term: Sixty-two (62) years from the date of issuance of the Certificate of Completion for the Project.
 Terms of Repayment: Repaid from twenty-four (24%) of residual receipts (prorata with payments due in connection with other financing provided) calculated by taking the Gross Revenues from the Property for each year, less deductions for annual Operating Expenses.

City Council 68 – 4 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

 Disbursement Schedule/Budget: 90 percent of the funds will be disbursed upfront for the construction, with a 10 percent contingency.  Selection of Tenants: Except for the permanent supportive housing units covered by the 43 project-based vouchers provided by the Orange County Housing Authority, a local preference shall be given to residents that live and/or work in the City of Santa Ana. [On February 18, 2020, the City Council adopted a resolution granting consent to the Orange County Housing Authority to administer project - based vouchers in the City of Santa Ana for the development of the Project.] The HOME Loan Agreement has been pre-signed by Related to acknowledge their acceptance of the terms.

Loan Agreement – Neighborhood Stabilization Program Funds The Neighborhood Stabilization Program Loan Agreement is attached as Exhibit 6. All of the loan terms are the same as the HOME Loan Agreement above except for the Loan Amount below:
 Loan Amount: $1,637,420 principal amount from the Neighborhood Stabilization Program
 Disbursement Procedures: 100% of the NSP Loan will be disbursed by the City after the Agreement is recorded
This Loan Amount includes $339,727 in additional NSP funds to pay for an unanticipated increase in development costs. On August 17, 2021, the City Council authorized the City Manager to execute a first amended and restated pre-commitment letter for an additional $333,742 in NSP funds to pay for an unanticipated increase in development costs. Since that date, the Developer’s costs have continued to increase due to an increase in the interest rate on the permanent loan and increase in construction costs. The increase in construction costs is primarily due to inflation and the increase in construction labor and materials. With City Council’s approval of the NSP Loan Agreement, the new combined total amount of NSP funds for the Project is $1,637,420. The origin of the City’s NSP funds is from the American Recovery and Reinvestment Act of 2009 and HUD will rescind these funds if the City does not use them.

The NSP Loan Agreement has been pre-signed by Related to acknowledge their acceptance of the terms.

Subordination Agreements
Regarding the Subordination Agreement with U.S. Bank, National Association (“U.S.

Bank”) the City’s total loans for this Project is equal to $4,644,909 compared to U.S.

Bank’s larger loan for over $33.8 million. As a subordinate loan for a large affordable housing project such as this, it is standard practice for a private market senior lender to City Council 68 – 5 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

request a Subordination Agreement for the City’s smaller loans in order to permit the senior lender to complete their underwriting and commit their private market financing. In the case of default, the Subordination Agreement will ensure the senior lender will be paid back before the City’s loans. The Subordination Agreement is attached as Exhibit 7.

Regarding the Subordination Agreement with the County of Orange (the “County”), the City’s total capital contribution for this Project is larger than the County’s capital contribution for $2,650,701. However, when the County’s capital contribution is combined with the 43 project-based vouchers being provided from the Orange County Housing Authority, the County’s total financial contribution for the Project exceeds the City and Housing Authority’s contribution. As a result, the County requires a Subordination Agreement for the City’s loans in order to complete their underwriting and commit their financing. The Subordination Agreement is attached as Exhibit 8.

Regarding the future Subordination Agreements, if needed, with the State of California Department of Housing and Community Development (“HCD”), the California Community Reinvestment Corporation (“CCRC”), and/or the Orange County Housing Finance Trust, these other lenders may request or require the City to subordinate our loans to their loans after the Project is complete and the construction loan is replaced by a permanent loan.

For example, HCD requires the City as a subordinate local government lender to enter into a Subordination Agreement. HCD’s loan will be disbursed at the permanent loan conversion through the Orange County Housing Finance Trust. Therefore, HCD and/or the Orange County Housing Finance Trust may require a Subordination Agreement with the City after the Project is complete.

Regarding the future Subordination Agreement with CCRC, CCRC is the permanent lender and will be purchasing the construction loan from U.S. Bank. At that point, CCRC will be requesting the City to enter into a Subordination Agreement to subordinate the City’s two loans to CCRC’s permanent loan.

Any future Subordination Agreement will be approved as to form by the City Attorney’s Office prior to execution by the City Manager.

Development Impact Fee Deferral Agreement
The Development Impact Fee Deferral Agreement will defer the collection of the Project’s development impact fees until prior to issuance of the certificate of occupancy instead of requiring payment of the fees at the time of building permit issuance. The Agreement is attached as Exhibit 9. The Developer is entitled by State law to deferred payment of fees intended for public facilities or improvements because the deferral of such development impact fees will help facilitate the financing, development and construction of the project.

Specifically, California Government Code Section 66007 states that “any local agency that imposes any fees or charges on residential development for the construction of public improvements or facilities shall not require the payment of those fees or charges, notwithstanding any other provision of law, until the date of the final inspection, or the City Council 68 – 6 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

date the certificate of occupancy is issued, whichever occurs first.” The specific development impact fees that are part of this deferral request includes the following:

Fee Description Factor Factor Total
Transit Zoning
Code Traffic Impact
Mitigation Fair
Share
$1,333.54 per unit 86 Units $114,685
Drainage Area
Assessment Fee $7,748.21 per acre 2.286 Acres $17,712
Sewer Connection
Fee $49.00 per F.U. 562 F.U. (est.) $25,774
Park Acquisition
and Development
Fee
$400,448
Fire Facilities $0.94psf 100,104 SF $94,098
TOTAL $652,717
As an affordable housing project, the Project qualifies for this request for deferral of their development impact fees. The Development Impact Fee Deferral Agreement will defer approximately $652,717 of the development impact fees for the development of the Project.

The following terms are incorporated into the Agreement:
 Fee Deferral and Amount: The deferred collection of the development impact fees in the estimated amount of approximately $652,717.  Deferral Period: The development impact fees will be deferred until the final inspection or issuance of a certificate of occupancy for the Project, whichever comes first.
 Extension: An extension of the Agreement may only be granted by the City Council.
 Payment Security: Payment of fee is a personal obligation of the owner, or any successor secured by the property, and if left unpaid, shall be collected as a special lien against the property.

City Council 68 – 7 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

 Recordation of Agreement and Lien against Property: The Agreement will be recorded in the Official Records of the County of Orange and the Agreement shall contractually bind the owner to pay the development impact fees and shall constitute a lien against the property.

The intended goal of the collection of development impact fees at the time of building permit issuance is to ensure that the payment of the fees is completed prior to the vesting of development rights by a project developer. Development impact fees for development projects include customary fees to defray costs for the City to provide development services under the permit, outside agency fees as applicable, and established development impact fees. While deferral of collection of development impact fees is not a routine practice, the Developer submitted their request under California Government Code Section 66007 and the City is required to consider their request.

The collection of the development impact fees for a new residential development is to generally fund planned acquisition and development of parks and open space within the City to mitigate the impacts that new developments will have on the demand for parks and open space within the City. While the request will defer the collection of the development impact fees to a later time in the development process, it will not waive or prevent the City from collecting the fees through protections and securities provided to the City under the agreement. Furthermore, the fees will be paid prior to the actual impact, as no residents will be allowed to occupy the Project until payment is received by the City.

The Development Impact Fee Deferral Agreement has been pre-signed by Related to acknowledge their acceptance of the terms.

Award of up to Eight Additional Project-Based Vouchers
On August 17, 2021, the City Council approved an award of up to seven project-based vouchers and authorized the Executive Director of the Housing Authority to execute an Agreement to enter into a Project-Based Vouchers Housing Assistance Payments Contract. At the time of that approval, staff reported to the City Council that the Developer’s costs had increased since their initial award in July 2019. Since that date, the Developer’s costs have increased further. On May 6, 2022, Keyser Marston Associates (“KMA”) reviewed the Developer’s pro forma (as of April 22, 2022) and determined that the Project has an approximately $1.0 million additional financial gap due to an increase in the interest rate on the permanent loan and increase in construction costs. Given the extreme volatility within the construction industry at this time, the cost estimates appear reasonable, and are similar to other affordable housing projects that KMA has recently reviewed.

Therefore, staff are recommending approval of up to eight additional project-based vouchers for the development of the Project to pay for an unanticipated increase in development costs. This will bring the Housing Authority’s total contribution to the Project City Council 68 – 8 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

to 15 project-based vouchers (“PBVs”). Staff is recommending an amount up to eight additional project-based vouchers contingent upon a review of the Developer’s proforma prior to closing to determine if a full award of eight additional PBVs is necessary. If the Developer does not need the full award of 15 PBVs, staff will reduce the PBVs according to the Developer’s need prior to closing on their construction loan and/or permanent loan financing.

Proposed Revisions to the Joint Sixty-Five (65) Year Ground Lease On February 18, 2020, the City Council authorized the Executive Director of the Housing Authority to enter into a Joint Powers Agreement with the County of Orange for the joint ownership of the adjacent properties located at 1126 and 1146 E Washington Avenue. At that same meeting, the City Council also authorized the Executive Director of the Housing Authority to execute a joint sixty- five (65) year Ground Lease and an Option Agreement with Washington Santa Ana Housing Partners, L. P., a California limited partnership formed by the Developer. The Staff Report from February 18, 2020, is attached as Exhibit

10. Since that date and during the option term, the Developer conducted a site assessment of the Project area and identified a number of unexpected environmental contaminants.

This issue was communicated to the City Council on December 15, 2020 and August 17, 2021. To summarize the environmental contamination issue, the Developer retained Altec Testing & Engineering, Inc. (“Altec”) during their due diligence period to conduct environmental investigations for the sites. An initial Phase I environmental investigation was conducted on October 19, 2019. A Phase II Environmental Site Assessment (“Phase II”) Report was warranted based on the Phase I findings and was prepared by Altec on February 19, 2020. The Phase II identified unexpected contaminants and recommended additional environmental investigations to determine the extent of the soil contamination on the County and Housing Authority-owned properties. In addition, the County retained Geosyntec Consultants, Inc. to provide environmental peer review services and to act as the County’s consultant with respect to environmental issues on the property (the City retained services from a City consultant only as needed). Thereafter, and following approval by the Board of Supervisor on August 21, 2021, the County entered into a voluntary oversight agreement with the State of California Department of Toxic Substances Control (“DTSC”) that authorized DTSC to serve as the oversight agency for the Project. The Agreement allowed DTSC the ability to facilitate and help coordinate further inspections and investigations, review and approve appropriate remediation measures and documents, and engage the public, as necessary.

Since the Developer did not contribute to the existing on-site environmental contaminants, the Developer has requested to amend the indemnity obligations in the Ground Lease to reflect the preexisting condition of the property related to the existing contaminants. As a result, the County and the Housing Authority staff have negotiated a revised Ground Lease to eliminate the Developer’s indemnity obligations associated only with these existing hazardous materials in Section 4.4.4 of the Ground Lease, but to maintain all City Council 68 – 9 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

prior indemnity provisions. With the DTSC approved remediation plan, this should not result in any additional obligations or liability to the Housing Authority or City.

In addition, U.S. Bank as the senior lender for the Project, requested revisions to the Ground Lease as part of their due diligence in order to approve their senior loan. In general, U.S. Bank’s revisions seek to protect and enhance their rights as a senior lender.

Specifically, U.S. Bank requested revisions throughout the Ground Lease in the following Sections: Annual Operating Expenses, Effective Date, Net Refinancing Proceeds, Net Syndication Proceeds, Preconditions, Ownership of Improvements, contributions to the Capital Improvement Fund, Damage and Restoration, Transfer of Mortgages of Lessor’s Interest, Tenant’s Right to Encumber Leasehold Estate, Limitation on Lessor’s Termination Right, Leasehold Mortgagee Foreclosure Period, Multiple Leasehold Mortgages, Condemnation and Insurance Proceeds, and Effect of Foreclosure upon Base Rent, Successors and Assigns.

Finally, the City and the County needed to make revisions to the County and Housing Authority’s base rents in order incorporate a loan from the Orange County Housing Finance Trust and adjust the residual receipt split.

The revised Ground Lease is attached as Exhibit 11 with these revisions in redline format.

The revised Ground Lease has been pre-signed by Related to acknowledge their acceptance of the terms.

Land Use Covenant with the Department of Toxic Substances Control The property at 1126, 1136, & 1146 East Washington Avenue (the “Property”) has been found to have existing on-site environmental contaminants. Following their oversight of the Project, the State of California Department of Toxic Substances Control (“DTSC”) has determined that a Land Use Covenant is reasonably necessary to protect present or future human health or safety or the environment as a result of the presence on the property of hazardous materials as defined in Health and Safety Code section 25260. A limited portion of the Property will be subject to the restrictions of the Land Use Covenant (“Restricted Area”), and is more particularly described in Exhibit C of the Land Use Covenant. The Restricted Area is defined and bound by specific GPS coordinates.

The Property has been investigated and/or remediated under DTSC’s oversight. DTSC approved a Supplemental Site Investigation, Screening Level Human Health Risk Assessment, and Removal Action Workplan in accordance with Health and Safety Code, division 20, chapter 6.8. The remediation activities conducted at the Property include (1) excavation and offsite disposal of soil contaminated with arsenic, lead, chromium, and petroleum hydrocarbons, and (2) institutional controls to restrict construction over the area of soil vapor contaminated with Tetrachloroethene beneath the western portion of the North parcel. However, hazardous substances, including Tetrachloroethene, remain at the Property above levels acceptable for unrestricted land use.

City Council 68 – 10 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

As a result of the continued presence of hazardous substances, which are also hazardous materials as defined in Health and Safety Code section 25260, at the Property, DTSC has concluded that it is reasonably necessary to restrict the use of the Restricted Area, in order to protect present or future human health or safety or the environment, and that the Land Use Covenant is required as part of the DTSC-approved remedy for the Property. DTSC has also concluded that the Property, as remediated and when used in compliance with the Environmental Restrictions of the Land Use Covenant, does not present an unacceptable risk to present and future human health or safety or the environment, which is a vital provision relative to the Project’s future residents. The specific Restrictions and Requirements for the Restricted Area are listed in Section 4 of the Land Use Covenant.

The draft Land Use Covenant is attached as Exhibit 12. The final version of the Land Use Covenant will be subject to approval as to form by the City Attorney. Staff anticipates DTSC to finalize the Land Use Covenant after the agenda is published for the June 21, 2022 Housing Authority meeting. Considering that the DTSC is a Department of the State of California and the Land Use Covenant is a standard template agreement used across the State, the revisions that may be recommended by the City and County are limited.

Equitable Community Revitalization Grant Agreement
In 2021, the State of California adopted Senate Bill 158 referred to as the Cleanup in Vulnerable Communities Initiative, allocating $500 million to expedite the cleanup and beneficial reuse of contaminated properties, with priority given to properties in historically vulnerable and disadvantaged communities. DTSC’s Office of Brownfields Equitable Communities Revitalization Grant (“ECRG”) provides financial assistance to communities via reimbursable grants to investigate and clean up brownfields through a competitive process. DTSC will provide more than $250 million in ECRG grants to incentivize cleanup and investment in disadvantaged areas of the State. The ECRG program:
 Makes grants for eligible expenses up to $7 million;
 Focuses on environmental justice areas; and
 Supports applicants with free technical assistance and other expert guidance.

Local governments, nonprofits and federally and non-federally recognized tribes are eligible to apply. As such, the City and the County submitted an ECRG application prior to the deadline on April 8, 2022. A total of 74 applications were received from across the State requesting a total of $112.3 million, less than the amount of funds DTSC made available. However, as of the date of submission of this Staff Report, DTSC is still reviewing the applications and has not made any award announcements.

In preparation for award announcements, DTSC has provided a template ECRG Agreement that will be used for all grantees. The template ECRG Agreement is attached as Exhibit 13. The final version of the ECRG Agreement will be subject to approval as to form by the City Attorney. Staff anticipates DTSC to make award announcements after the agenda is published for the June 21, 2022 Housing Authority meeting. Considering City Council 68 – 11 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

that the DTSC is a Department of the State of California and the ECRG Agreement is a new standard template agreement that will be used across the State for all grantees, the revisions to the Agreement that may be recommended by the City and County are limited.

Summary Report Pursuant to Section 33433
The California Health and Safety Code (“H&SC”), Section 33433, requires that if a Housing Successor of a former redevelopment agency wishes to sell or lease property to which it holds title and if that property was acquired in whole or in part with property tax increment funds, the Housing Successor must first secure approval of the proposed sale or lease agreement from its local legislative body after a public hearing.

The Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, wishes to lease the property at 1126, 1136, & 1146 East Washington Avenue, Santa Ana, CA 92701, (APNs 398-092-14 and 398-092-13). The property was originally purchased with Low and Moderate Income Housing Asset Funds (also known as property tax increment funds). Therefore, a resolution and summary report pursuant to H&SC Section 33433 has been prepared (Exhibits 14 and 15). The Housing Authority has also conducted the required 14-day public notice period. Notice of the time and place of the hearing was published in the OC Register once per week for two successive weeks, on June 7, 2022, and June 13, 2022, as specified in Government Code section 6066, prior to the public hearing.

Project Description
The Crossroads at Washington will be 100% affordable to households earning no more than 30 percent of Area Median Income (AMI) of which 43 units will be set-aside for permanent supportive housing, with one exempt 2-bedroom managers unit. The large bedroom units align with the City’s priorities and needs while the permanent supportive housing units meets the County’s priorities for their financial contribution and property.

The unit mix and rent restrictions are as follows:

Bedroom
Size
30%

AMI (PSH)
30%
AMI
Manager’s
Unit Total Units
Studios 16 16
One-Bedroom 26 26
Two-Bedroom 1 20 1 22
Three-Bedroom 17 17
Four-Bedroom 5 5
TOTAL 43 42 1 86
Related has partnered with A Community of Friends (“ACOF”) as its non-profit partner to develop the Crossroads at Washington (the “Project”) to provide the services and expertise for serving the permanent supportive housing units. [Any future reference to “Developer” refers to Washington Santa Ana Housing Partners, L.P., a California limited partnership formed by the Developer.] ACOF is one of the most experienced developers City Council 68 – 12 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

of permanent supportive housing in Los Angeles County and Southern California, with a long track record of delivering high quality supportive housing for people who were formerly homeless. ACOF has completed 50 housing developments with supportive housing for homeless individuals and families.

The Crossroads at Washington will be a new transit-oriented affordable housing community on 2.286 acres located at 1126, 1136, & 1146 East Washington Avenue, Santa Ana, CA 92701. The site is currently vacant, and positioned within walking distance from the Santa Ana Regional Transportation Center – a key transit hub for not only Orange County, but all of Southern California. The Project is located on two (2) contiguous undeveloped parcels, one fronting E. Washington Avenue on the northern half of the site (Housing Authority-owned parcel) and one parcel directly south of the City parcel (Countyowned parcel). The five original buildings located on the site were demolished in the 1990s by Caltrans during a freeway-widening project. As a vacant and undeveloped site, there is an opportunity to create a newly designed site that will truly meet the needs of the local community. The entire site is designated District Center (DC) in the City of Santa Ana’s 1998 General Plan and zoned Transit Village (TV) in the Transit Zoning Code.

The Project includes the development of two residential buildings, of which one building will be subdivided into two (2) residential portions, with 86 units surrounding two interior, landscaped courtyard/amenity spaces. Developed at an overall density of 37.7 units per acre, there will be 16 studios, 26 one-bedroom units, 22 two-bedroom units, 17 threebedroom units, and 5 four-bedroom units. All units will be flat apartments located on the first, second, third, and fourth floors. Currently, the buildings have been designed to buffer courtyards, open green areas, and the pool area from highway noise and visual pollution.

In addition, a proposed sound wall is being positioned along the eastern property line adjacent to the US Interstate 5 ramp. Approximately 5,800 square foot of interior community amenities and leasing offices is designed to accommodate supportive and management services. The Project also includes approximately 1,060 square feet of community service retail/commercial space. One vehicular entry point to the site is provided off of E. Washington Avenue. The entry point has a small driveway roundabout with deliberate urban greening features, to reduce vehicle speeds and create a welcoming and aesthetically pleasing entrance and pickup/drop-off area for pedestrians, bike riders, and motor vehicles alike. Careful consideration for the character and scale of the surrounding neighborhood and buildings were taken into account, to ensure that the Project’s architecture and massing blends-in with the existing surrounding uses.

The Project proposes a Mission Revival architectural style to complement adjoining neighborhoods and buildings. In particular, the design is envisioned to complement nearby buildings, similar to the Santa Ana Regional Transportation Center and the Triada at the Station District Apartments (also developed by Related), which are part of Santa Ana’s extensive history of prominent architecture. Overall, the layout of the buildings and common areas are designed to create several unique areas to best utilize outdoor space.

Outdoor amenities include a pool, tot-lot, dog wash, and a BBQ and picnic area.

City Council 68 – 13 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

The proposed Site Plan includes approximately 120 surface parking spaces, of which 38 spaces would be tandem spaces, which will be assigned to the three-bedroom and fourbedroom apartments, along with some two-bedroom apartments. Residents will not be charged for parking. As a transit-oriented development, the Project is at the start of the OC Streetcar and directly across the street from the Santa Ana Regional Transportation Center. A total of 120 parking spaces will be sufficient for this type of transit-oriented development.

FISCAL IMPACT
Funds for the HOME Investment Partnerships Program Loan Agreement in the amount of $2,706,740.10 (90% of the original award amount) are available in the HOME Investment Partnerships Program, Loans and Grants account (no. 13018780-69152) for expenditure in the current fiscal year. The remaining $300,748.90 (10%) will be budgeted and included in the FY 2022-23 annual budget.

Funds for the Neighborhood Stabilization Program Loan Agreement in the amount of $1,637,420 (100% of the original award amount) are available in the Neighborhood Stabilization Program 1, 2, and 3, Loans and Grants accounts (nos. 14218760-69152, 14218761-69152, and 14218762-69152) for expenditure in the current fiscal year.

Recognize and appropriate Neighborhood Stabilization Program 1-3 revenue from prior year fund balance of $237,371 and grant funds of $246,501. This additional funding is to complete the necessary $1,637,420 (ttached as Exhibit 16).

Appropriation Adjustment
From Accounting Unit Amount To Accounting Unit Amount
Federal 14218760-69152 $240,042
Grant
Direct
14218002-52000 $246,501 Neighborhood
Stabilization Program
1 & 3
14218762-69152 $6,459
14218760-69152 $103,004
14218761-69152 $121,549
Prior Year
Fund
Balance
14218002-50001 $237,371
Neighborhood
Stabilization
Program 1-3 14218761-69152 $12,818
The total estimated development impact fees to be deferred for the project is estimated to be $652,717 as follows:

Fee Description Factor Factor Total
Transit Zoning
Code Traffic Impact
Mitigation Fair
Share
$1,333.54 per unit 86 Units $114,685
City Council 68 – 14 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

Drainage Area
Assessment Fee $7,748.21 per acre 2.286 Acres $17,712
Sewer Connection
Fee $49.00 per F.U. 562 F.U. (est.) $25,774
Park Acquisition
and Development
Fee
$400,448
Fire Facilities $0.94psf 100,104 SF $94,098
TOTAL $652,717
The final fee amount to be deferred will be calculated at the time of the final inspection or issuance of a certificate of occupancy for the project, whichever comes first. There is no negative fiscal impact as the deferred amount will be paid back to the City. However, it should be noted that the FY 21-22 deferred amount may be received in FY 22-23.

Each project-based voucher is estimated to be valued at $1,255 monthly or $15,060 annually, based on HUD’s renewal funding of vouchers from May 9, 2022. The approximate value of the eight additional project-based vouchers on an annual basis totals $120,480. The approximate value of the combined 15 project-based vouchers on an annual basis totals $225,900. The actual annual expenditure for the 15 project-based vouchers may be different based on when the development of the project is completed and the units are leased. Funds will be budgeted in future fiscal years in the Housing Choice Voucher Program, Project Based Vouchers account (no. 13618760-69171).

If the City receives an award of funds from DTSC’s Office of Brownfields Equitable Communities Revitalization Grant, the grant funds will be appropriated by the City Manager in the FY 22-23 Budget.

Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director – Finance and Management Services Agency

EXHIBITS

1. Staff Report from July 2, 2019

2. Pre-Commitment Letter

3. Staff Report from August 17, 2021

4. First Amended and Restated Pre-Commitment Letter

5. HOME Investment Partnerships Program Loan Agreement

6. Neighborhood Stabilization Program Loan Agreement

7. Subordination Agreement with U.S. Bank, National Association

8. Subordination Agreement with the County of Orange
City Council 68 – 15 6/21/2022
Agreements for the Development of the Crossroads at Washington June 21, 2022

9. Development Impact Fee Deferral Agreement

10.Staff Report from February 18, 2020

11.Revised Ground Lease

12.Land Use Covenant

13.Equitable Community Revitalization Grant Agreement

14.Summary Report Pursuant to Section 33433

15.Resolution
Submitted By:

Steven A. Mendoza, Assistant City Manager
City Council 68 – 16 6/21/2022
lr-)SU:-U\NCE NOT REQUIR!:O
WUnf< MtW PHr)CEF.:n
CU.:1":JK 0: GOUN1�,IL
MAYOR � "Tr. JUL 2 2 2019
Miguel A. Pulido

MAYOR PRO TEM
Juan Villegas

COUNCILMEMBERS
Cecilia Iglesias
David Penaloza
Vicente Sarmiento
Jose Solorio

CITY OF SANTA ANA

COMMUNITY DEVELOPMENT AGENCY
20 Civic Center Plaza M-25 • P.O. Box 1988
Santa Ana, California 92702
July 2, 2019
Liane T akano
Southern California Director
(714) 647-5360 www.santa-ana.org
The Related Companies of California
18201 Von Karman Avenue, Suite 900
Irvine, CA 92612
Dora Leong Gallo
Chief Executive Officer
A Community of Friends
3701 Wilshire Blvd., Suite 700
Los Angeles, CA 90010
Re: Crossroads at Washington
A-2019-109

CITY MANAGER
Kristine Ridge

CITY A HORNEY
Sonia R. Carvalho

ACTING CLERK OF THE COUNCIL
Norma Mitre-Ramirez
1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 Pre-Commitment Letter for: NSP Loan, HOME Loan, and Lease Agreement Dear Ms. Takano and Ms. Gallo,
The Related Companies of California and A Community of Friends (collectively referred to as the "Developer") requested financial assistance in connection with the proposed development of an eighty-six (86) unit affordable housing complex, with eighty-five (85) units restricted to extremely-low income households, to be located at 1126 and 1146 E.

Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14) ("Project").

The site consists of two adjacent parcels. The Housing Authority of the City of Santa Ana ("Housing Authority") owns one parcel at 1126 E. Washington Ave. (APN 398-092-14) totaling approximately 1.43 acres of land area ("Housing Authority Parcel"). The County of Orange ("County") owns an adjacent parcel (APN 398-092-13) totaling approximately .85 acres of land area ("County Parcel"). The Housing Authority and County will work together to merge their respective parcels with joint ownership for purposes of master leasing the parcels to the Developer to construct the Project over a single parcel ("Property").

SANTA ANA CITY COUNCIL
Miguel A Pulido Juan Villegas Vicente Sarmiento David Penaloza Jose Solorio Mayor Mayor Pro Tern, Ward 5 Ward 1 Ward 2 Ward 3
[email protected] [email protected] [email protected] [email protected] [email protected] Vacant
Ward 4
Cec1l1a Iglesias
Ward 6
[email protected]
EXHIBIT 2
City Council 68 – 17 6/21/2022
Pag� 12
The City of Santa Ana ("City") and the Housing Authority have reviewed the Developer's request for assistance, and at the City Council/Housing Authority meeting on July 2, 2019, the City Council and Housing Authority Board authorized and approved issuance of this precommitment letter evidencing the preliminary award of (collectively, the "City Assistance"):
- A loan in the maximum amount of $963,951.00 from the Neighborhood Stabilization Program ("NSP") held by the City for the Project ("NSP Loan"); - A loan in the maximum amount of $3,007,489.00 from the HOME Investment Partnerships Program ("HOME") held by the City for the Project ("HOME Loan"); and,
- A 62-year ground lease for the Housing Authority portion of the Property located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs: 398- 092-13 and 398-092-14); to be used for development of an eighty-six (86) unit affordable housing complex, with eighty-five (85) units restricted to extremely-low income households ("Ground Lease").

This letter shall evidence the City's pre-commitment of the City Assistance to the Developer for the Project subject to the conditions described below.

NSP and HOME Loans:

The amount of the proposed NSP and HOME Loans has been determined based upon the City's review of the Developer's request for the receipt of the City Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the City Assistance is not increased or extended.

The NSP and HOME Loans shall include the following terms:
• The NSP Loan shall be for a maximum principal amount of $963,951.00, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from NSP funds.
• The HOME Loan shall be for a maximum principal amount of $3,007,489.00, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from HOME funds.
• 3% simple interest per annum.
• Repayment from 33.3% of Residual Receipts (pro-rata with payments due in connection with other financing provided by other public agencies) (after payment of operating expenses including social services expenses and monitoring fees, debt service, any deferred developer fee, and partnership fees to be described in the EXHIBIT 2
City Council 68 – 18 6/21/2022

Agreement), with 33.4% to the County, and the remaining 33.3% to be disbursed to the Developer.
• Remaining principal and accrued interest due upon the 55th anniversary of the issuance of Certificate of Occupancy or earlier upon sale, refinancing or default. On that date, the City and Housing Authority agree to review the performance of the Property and consider in good faith any reasonable request by Developer to modify the terms or extend the term of the City Promissory Notes. Additionally, the City will receive 33.3% of the net proceeds received from any sale or refinancing of the Project in order to repay any outstanding principal or interest due on the City Promissory Notes, after payment of outstanding conventional debt and payment in full of any deferred developer fee and establishment of any reserves and transaction costs.
• Cost savings from the Project, if any, will be applied first to pay down the NSP and HOME Loans, subject to compliance with the Tax Credit Allocation Committee ("TCAC") Regulations and California Health and Safety Code, as applicable. • After all other funding sources have been secured through enforceable funding commitments, a HOME Subsidy Layering Review is required in order to confirm the amount of HOME funds committed to the Project.

The HOME Loan shall also require specific HOME designated units in the Project.

Based on a preliminary HOME Cost Allocation Analysis, the City must designate at least sixteen (16) units in the Project as HOME assisted-units per the following preliminary unit mix:
• Three (3) studio units;
• Five (5) one-bedroom units;
• Four ( 4) two-bedroom units;
• Three (3) three-bedroom units; and,
• One (1) four-bedroom unit.

As least 20% of the HOME designated units must be designated as Low HOME units.

This equates to four (4) Low HOME units based on a sixteen (16) unit HOME requirement. The remainder of the HOME designated units can be restricted as High HOME units. This is subject to change based on a final HOME Cost Allocation Analysis to be completed after the HOME Subsidy Layering Review has been performed.

Ground Lease:

The Project will be located on the Property at 1126 and 1146 E. Washington Avenue, currently owned by the Housing Authority, as well as the adjacent parcel owned by the County (APNs: 398-092-13 and 398-092-14 ). The Housing Authority will be working with the County to draft and negotiate the necessary documents to join ownership so that the EXHIBIT 2
City Council 68 – 19 6/21/2022
Pag€ 14
Project may be constructed over the combined Property under a master lease with the Housing Authority and County, as joint owners.

The ground lease payment will be structured as capitalized ground rent payment based on the appraised fair market value of the Property. The Developer estimates the current value of the Property at $5,580,000. This figure will need to be confirmed through an appraisal, but based on the Developer's assessment, the capitalized ground rent payments are estimated as follows:
• The capitalized ground rent payment for the County parcel is estimated at $2,500,000; and,
• The capitalized ground rent payments for the Housing Authority parcel is estimated at $3,080,000.

These amounts will be paid at closing with funds provided by loans made by the City and County which will be secured by promissory notes on the Property and be repaid through a share of the Project's Residual Receipts as noted above (i.e., 33.4% to the County and

33.3% to the Housing Authority). This will not be a cash transaction; the closing escrow statement will show a credit and debit of $3,080,000.

Based on the above, the Housing Authority Board authorized a preliminary award of a 62- year lease of the Housing Authority portion of the Property to the Developer for the Project. After Developer secures a commitment from the County for a 62-year lease of the County portion of the Property, staff will return to the Housing Authority for consideration of a 62-year Ground Lease Agreement. There will only be one Ground Lease Agreement that will have all three parties: the County, City (as tenants in common) and the Developer. The Ground Lease Agreement will require the successful development of the Project by the Developer.

General Provisions:

The City's obligation to provide the City Assistance to the Project is subject to each of the following conditions:
• Developer must provide proof that it has secured all of its remaining financing for the development of the Project in the form of enforceable funding commitments, which may include 9% or 4% Federal Low Income Housing Tax Credits, State Housing Tax Credits, a loan of affordable housing funds from the County of Orange, Section 8 project-based vouchers from the Orange County Housing Authority, or any other funding sources necessary in the Project's capital stack to close on their financing, before staff will return to the City Council for consideration of the NSP and HOME Loan Agreements.
• Developer must provide proof that the County has approved or committed to approve a 62-year ground lease for the County portion of the Property located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs: 398-092-13 and 398- EXHIBIT 2
City Council 68 – 20 6/21/2022
PngE 15
092-14) before staff will return to the Housing Authority for consideration of the Ground Lease Agreement.
• All of the affordable units (less 1 manager's unit) in the Project will be restricted to extremely low-income households.
• The rent standards for the Project must be in compliance with the strictest of the standards imposed by TCAC and HOME Program regulations, or other funding sources contributed to the Project, as applicable.
• All provided funding and Project requirements shall conform to the City's adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed NSP and HOME Loan Agreements, Ground Lease Agreement, or any other documents related to the development of the Project.
• Approval of all required entitlements and discretionary actions, to allow the construction of an 86-unit affordable housing complex to be located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701.
• The City's obligation to provide the NSP Loan and HOME Loan is and shall remain subject to all covenants, conditions, and restrictions set forth in the Loan Agreements, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Review and approval of the documents evidencing the NSP Loan and HOME Loan by the City Council.
• Review and approval of the documents evidencing the Ground Lease by the Housing Authority and the County.
• Project funding is contingent on the successful execution of a 62-year Ground Lease Agreement by the Developer with the Housing Authority and County. • Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176.

Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City, Housing Authority, County, or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Notably, this pre-commitment letter shall not obligate the City or any department thereof to approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project.

This pre-commitment letter for the Project will expire on July 2, 2022.

EXHIBIT 2
City Council 68 – 21 6/21/2022
16 If you have any questions or require any additional information regarding this precommitment letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667-2241 or by e-mail at [email protected].

Sincerely,
On behalf of the City of Santa Ana:

City Manager
Attest:

Norma Mitre
Acting Clerk of the Council
On behalf of the Housing Authority of the City of Santa Ana:

Steven A. Mendoza
Housing Authority Executive Director
Attest:

Norma Mitre
Acting Recording Secretary
EXHIBIT 2
City Council 68 – 22 6/21/2022
r w� (o 1c c1&1J'"' svim11) flt\­
MAYOR
Vicente Sarmiento

MAYOR PRO TEM
David Penaloza

COUNCILMEMBERS
Phil Bacerra
Ir:: .;,.,
,:'./A;,:
wr.

Johnathan Ryan Hernandez
Jessie Lopez
Nelida Mendoza
Thai Viet Phan
August 17, 2021
Liane Takano
:. · ... �QUIRED
·' '.. '.JROCEFJ
. JOU�C1L

CITY OF SANTA ANA
COMMUNllY DEVELOPMENT AGENCY
20 Civic Center Plaza• P.O. Box 1988
Santa Ana, California 92702
{714) 647·5360
www.santa•ana.org
Southern California Director
The Related Companies of California
18201 Von Karman Avenue, Suite 900
Irvine, CA 92612
Dora Leong Gallo
Chief Executive Officer
A Community of Friends
3701 Wilshire Blvd., Suite 700
Los Angeles, CA 90010
Re: Crossroads at Washington
1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 A-2021-173

CITY MANAGER
Kristine Ridge

CITY A HORNEY
Sonia R. Carvalho

CLERK OF THE COUNCIL
Daisy Gomez
First Amended and Restated Pre-Commitment Letter for: NSP Loan, HOME Loan, Lease Agreement, and Seven (7) Project-Based Vouchers
Dear Ms. Takano and Ms. Gallo,
The Related Companies of California and A Community of Friends ( collectively referred to as the "Developer") requested financial assistance in connection with the proposed development of an eighty-six (86) unit affordable housing complex, with eighty-five (85) units restricted to extremely-low income households, to be located at 1126 and 1146 E.

Washington Avenue, Santa Ana, CA 92701 (APNs 398-092-13 and 398-092-14) ("Project").

The site consists of two adjacent parcels. The Housing Authority of the City of Santa Ana ("Housing Authority") owns one parcel at 1126 E. Washington Ave. (APN 398-092-14) totaling approximately 1.43 acres of land area ("Housing Authority Parcel"). The County of Orange ("County") owns an adjacent parcel (APN 398-092-13) totaling approximately .85 acres of land area ("County Parcel"). The Housing Authority and County have merged their respective parcels with joint ownership for purposes of master leasing the parcels to the Developer to construct the Project over a single parcel ("Property").

SANTA ANA CITY COUNCIL
Vicente Sannienlo David Penaloza Thai Viet Phan Jessie Lopez Phil Bacerra Johnathan Ryan Hernandez Nehda Mendoza Mayor Mayor Pro Tern, Ward 2 Ward 1 Ward 3 Ward 4 Ward 5 Ward 6 ysarmiento@santa-ana ora dpena1oza(@santa-ana.org tphan@sanla-ana om /essielooez@santa-ana org [email protected] [email protected] [email protected] EXHIBIT 4
City Council 68 – 23 6/21/2022
The City of Santa Ana ("City") and the Housing Authority have reviewed the Developer's request for assistance, and at the City Council/Housing Authority meeting on July 2, 2019, the City Council and Housing Authority Board authorized and approved issuance of this precommitment letter evidencing the preliminary award of (collectively, the "City Assistance"):
- A loan in the maximum amount of $963,951.00 from the Neighborhood Stabilization Program ("NSP'') held by the City for the Project ("NSP Loan"); - A loan in the maximum amount of $3,007,489.00 from the HOME Investment Partnerships Program ("HOME") held by the City for the Project ("HOME Loan"); and,
- A 62-year ground lease for the Housing Authority portion of the Property located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs: 398- 092-13 and 398-092-14 ); to be used for development of an eighty-six (86) unit affordable housing complex, with eighty-five (85) units restricted to extremely-low income households ("Ground Lease").

On August 17, 2021, the City Council and the Housing Authority Board authorized and approved issuance of this amended and restated pre-commitment letter evidencing an additional award of:
- $333,742 of NSP funds to the existing preliminary award of $963,951 for a total of $1,297,693 in NSP funds; and,
- Seven (7) Project-Based Vouchers (PBVs).

This amended and restated letter shall evidence the City's pre-commitment of the City Assistance to the Developer for the Project subject to the conditions described below.

NSP and HOME Loans:

The amount of the proposed NSP and HOME Loans has been determined based upon the City's review of the Developer's request for the receipt of the City Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the City Assistance is not increased or extended.

The NSP and HOME Loans shall include the following tenns:
• The NSP Loan shall be for a maximum principal amount of $1,297,693.00, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from NSP funds.
• The HOME Loan shall be for a maximum principal amount of $3,007,489.00, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from HOME funds.

EXHIBIT 4
City Council 68 – 24 6/21/2022
• 3% simple interest per annum.
• Repayment from 33.3% of Residual Receipts (pro-rata with payments due in connection with other financing provided by other public agencies) {after payment of operating expenses including social services expenses and monitoring fees, debt service, any deferred developer fee, and partnership fees to be described in the Agreement), with 33.4% to the County, and the remaining 33.3% to be disbursed to the Developer.
• Remaining principal and accrued interest due upon the 55th anniversary of the issuance of Certificate of Occupancy or earlier upon sale, refinancing or default. On that date, the City and Housing Authority agree to review the performance of the Property and consider in good faith any reasonable request by Developer to modify the terms or extend the term of the City Promissory Notes. Additionally, the City will receive 33.3% of the net proceeds received from any sale or refinancing of the Project in order to repay any outstanding principal or interest due on the City Promissory Notes, after payment of outstanding conventional debt and payment in full of any deferred developer fee and establishment of any reserves and transaction costs.
• Cost savings from the Project, if any, will be applied first to pay down the NSP and HOME Loans, subject to compliance with the Tax Credit Allocation Committee ("TCAC") Regulations and California Health and Safety Code, as applicable. • After all other funding sources have been secured through enforceable funding commitments, a HOME Subsidy Layering Review is required in order to confirm the amount of HOME funds committed to the Project.

The HOME Loan shall also require specific HOME designated units in the Project.

Based on a preliminary HOME Cost Allocation Analysis, the City must designate at least sixteen (16) units in the Project as HOME assisted-units per the following preliminary unit mix:
• Three (3) studio units;
• Five (5) one-bedroom units;
• Four (4) two-bedroom units;
• Three (3) three-bedroom units; and,
• One (1) four-bedroom unit.

As least 20% of the HOME designated units must be designated as Low HOME units.

This equates to four (4) Low HOME units based on a sixteen (16) unit HOME requirement. The remainder of the HOME designated units can be restricted as High HOME units. This is subject to change based on a final HOME Cost Allocation Analysis to be completed after the HOME Subsidy Layering Review has been performed.

EXHIBIT 4
City Council 68 – 25 6/21/2022
Ground Lease:

The Project will be located on the Property at 1126 and 1146 E. Washington Avenue, currently owned by the Housing Authority, as well as the adjacent parcel owned by the County (APNs: 398-092-13 and 398-092-14 ). The Housing Authority will be working with the County to draft and negotiate the necessary documents to join ownership so that the Project may be constructed over the combined Property under a master lease with the Housing Authority and County, as joint owners.

The ground lease payment will be structured as capitalized ground rent payment based on the appraised fair market value of the Property. The Developer estimates the current value of the Property at $5,580,000. This figure will need to be confirmed through an appraisal, but based on the Developer's assessment, the capitalized ground rent payments are estimated as follows:
• The capitalized ground rent payment for the County parcel is estimated at $2,500,000; and,
• The capitalized ground rent payments for the Housing Authority parcel is estimated at $3,080,000.

These amounts will be paid at closing with funds provided by loans made by the City and County which will be secured by promissory notes on the Property and be repaid through a share of the Project's Residual Receipts as noted above (i.e., 33.4% to the County and

33.3% to the Housing Authority). This will not be a cash transaction; the closing escrow statement will show a credit and debit of $3,080,000.

Based on the above, the Housing Authority Board authorized a preliminary award of a 62- year lease of the Housing Authority portion of the Property to the Developer for the Project. After Developer secures a commitment from the County for a 62-year lease of the County portion of the Property, staff will return to the Housing Authority for consideration of a 62-year Ground Lease Agreement. There will only be one Ground Lease Agreement that will have all three parties: the County, City (as tenants in common) and the Developer. The Ground Lease Agreement will require the successful development of the Project by the Developer.

Project-Based Vouchers:
• Funding Source: The seven (7) PBVs will be funded out of the Housing Choice Voucher Program annual budget authority received by the Housing Authority from HUD.
• Rents: The Project-Based Voucher Housing Assistance Payments (HAP) Contract rents below are preliminary and contingent upon a reasonable rent determination to be conducted by the Housing Authority at the time of execution of the HAP Contract:
o Two PBVs for the 3-bedroom Units: $2,937
o Five PBVs for the 4-bedroom Units: $3,382
EXHIBIT 4
City Council 68 – 26 6/21/2022
In accordance with HUD regulations and SAHA's Administrative Plan, these rents are subject to review prior to the execution of a HAP contract. • Annual Amount: The Project will receive PBVs for seven (7) units:
30% AMI
Unit Size
No. Units Proposed Rent
Three-Bedroom 2 $2,937
Four-Bedroom 5 $3,382
Total 7
• Term: The HAP Contract will have a term of twenty (20) years. Any time before the expiration of the HAP Contract, the Developer may request an additional twenty (20) years, subject to a determination by the Housing Authority that it is appropriate to continue providing affordable housing for low-income families or to expand housing opportunities and HUD funding. Subsequent extensions are subject to the same requirements.
• Units Receiving Assistance: The maximum number of units receiving assistance from the Housing Authority will be seven (7).

General Provisions:

The City's obligation·to provide the City Assistance to·the Project is subject to each of the following conditions:
• Developer must provide proof that it has secured all of its remaining financing for the development of the Project in the form of enforceable funding commitments, which may include 9% or 4% Federal Low Income Housing Tax Credits, State Housing Tax Credits, a loan of affordable housing funds from the County of Orange, Section 8 project-based vouchers from the Orange County Housing Authority, or any other funding sources necessary in the Project's capital stack to close on their financing, before staff will return to the City Council for consideration of the NSP and HOME Loan Agreements.
• Developer must provide proof that the County has approved or committed to approve a 62-year ground lease for the County portion of the Property located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701 (APNs: 398-092-13 and 398- 092-14) before staff will return to the Housing Authority for consideration of the Ground Lease Agreement.
• All of the affordable units (less 1 manager's unit) in the Project will be restricted to extremely low-income households.

EXHIBIT 4
City Council 68 – 27 6/21/2022
• The rent standards for the Project must be in compliance with the strictest of the standards imposed by TCAC and HOME Program regulations, or other funding sources contributed to the Project, as applicable.
• All provided funding and Project requirements shall conform to the City's adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed NSP and HOME Loan Agreements, Ground Lease Agreement, or any other documents related to the development of the Project.
• Approval of all required entitlements and discretionary actions, to allow the construction of an 86-unit affordable housing complex to be located at 1126 and 1146 E. Washington Avenue, Santa Ana, CA 92701.
• The City's obligation to provide the NSP Loan and HOME Loan is and shall remain subject to all covenants, conditions, and restrictions set forth in the Loan Agreements, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Review and approval of the documents evidencing the NSP Loan and HOME Loan by the City Council.
• Review and approval of the documents evidencing the Ground Lease by the Housing Authority and the County.
• The Housing Authority's obligation to provide the seven (7) PBVs is and shall remain subject to the City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Project funding is contingent on the successful execution of a 62-year Ground Lease Agreement by the Developer with the Housing Authority and County. • Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176.

Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City, Housing Authority, County, or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Notably, this first amended and restated pre-commitment letter shall not obligate the City or any department thereof to· approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project.

This first amended and restated pre-commitment letter for the project will expire on August 17, 2023.

EXHIBIT 4
City Council 68 – 28 6/21/2022
A-2021-173
If you have any questions or require any additional information regarding this precommitment letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667-2241 or by e-mail at [email protected].

Sincerely,
On behalf of the City of Santa Ana:

Kristine Ridge
City Manager
Attest:

Da
Clerk of th
On behalf of the Housing Authority of the City of Santa Ana:

Steven A. Mendoza
Housing Authority Executive Director
Attest:

EXHIBIT 4
City Council 68 – 29 6/21/2022

FREE RECORDING REQUESTED PURSUANT
TO GOVERNMENT CODE SECTION 6103 & 27383
When Recorded Mail to:

City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council

SPACE ABOVE THIS LINE FOR RECORDING USE

FREE RECORDING REQUESTED
[Government Code Section 6103]

HOME LOAN AGREEMENT
by and between the

CITY OF SANTA ANA
And
Washington Santa Ana Housing Partners, L.P.
a California limited partnership
(1126, 1136 & 1146 East Washington Avenue, Santa Ana, California) Dated: June 21, 2022
EXHIBIT 5
City Council 68 – 30 6/21/2022
i
The Crossroads at Washington
City HOME Loan Agreement

TABLE OF CONTENTS
Section 1. DEFINITIONS AND INTERPRETATION ............................................. 2

1.1. Defined Terms. ................................................................................................... 2

1.2. Singular and Plural Terms.................................................................................... 8

1.3. References and Other Terms................................................................................ 8

1.4. Exhibits Incorporated.. ......................................................................................... 8 Section 2. [RESERVED]............................................................................................ 8 Section 3. SCOPE OF WORK/ PROJECT BUDGET............................................... 8 Section 4. [RESERVED]............................................................................................ 9 Section 5. LOANS...................................................................................................... 9 Section 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS............. 9 Section 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE PROPERTY ....................................................................................................... 14 Section 8. RESERVED. ........................................................................................... 20 Section 9. GENERAL PROVISIONS AND WARRANTIES................................. 20 Section 10. CONDITIONS FOR CONSTRUCTION................................................ 24 Section 11. FEDERAL (HOME PROGRAM) COVENANTS ................................. 26 Section 12. MAINTENANCE, MANAGEMENT, OPERATION, PRESERVATION AND REPAIR OF PROPERTY....................................................................................... 31 Section 13. NONDISCRIMINATION COVENANTS.............................................. 34 Section 14. ENVIRONMENTAL MATTERS .......................................................... 35 Section 15. OTHER AFFIRMATIVE COVENANTS .............................................. 36 Section 16. OTHER NEGATIVE COVENANTS ..................................................... 38 Section 17. CERTIFICATE OF COMPLETION ...................................................... 39 Section 18. INDEMNIFICATION............................................................................. 39 Section 19. INSURANCE, CASUALTY AND CONDEMNATION ....................... 42 Section 20. DEFAULTS AND REMEDIES.............................................................. 46 Section 21. MISCELLANEOUS................................................................................ 49 EXHIBIT 5
City Council 68 – 31 6/21/2022
1 The Crossroads at Washington
City HOME Loan Agreement

LOAN AGREEMENT

HOME PROGRAM
THIS LOAN AGREEMENT (the "Agreement") dated, for identification purposes only, as of June 21, 2022, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation (referred to herein as “City”) and Washington Santa Ana Housing Partners, L.P., a California limited partnership (referred to herein as “Developer”), with reference to the following:

RECITALS:

A. City has received an allocation of funds from the United States Department of Housing and Urban Development ("HUD") under the HOME Investment Partnerships Program (the "HOME Program") (42 U.S.C. §12701, et seq.,) to be used in accordance with applicable statutory requirements and regulations (the "HOME Regulations") (24 CFR Part 92);
B. The Housing Authority of the City of Santa Ana (“Housing Authority”) owns one parcel located at 1136 East Washington Avenue (APN 398-092-14) totaling approximately

1.43 acres of land area (“Housing Authority Parcel”). The County of Orange (“County”) owns an adjacent parcel (APN 398-092-13) totaling approximately 0.85 acres of land area (“County Parcel”). The two parcels will be merged into one parcel (“Property”) and coowned by the Housing Authority and the County as Tenants-In-Common.

C. The Housing Authority and the County will ground lease the Property to the Developer (the “Ground Lease”) for sixty-two (62) years from the Certificate of Completion, but no more than sixty-five (65) years from the date of execution of the Ground Lease.

D. In furtherance of the HOME Program, Developer has applied to the City for a loan with which to:

1. provide deeper affordability for a longer term, as well as acquire and construct the Property, and

2. thereafter to maintain, operate and professionally manage the Property as decent, safe, sanitary and affordable rental housing.

E. City, on certain terms and conditions, desires to make such loan to Developer in order to make possible the construction of the Property, to expand the supply of decent, safe, sanitary and affordable housing.

F. If there is any discrepancy between Federal and State guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply.

G. This Agreement and all of its attachments shall be enforceable by City in accordance with the terms thereof. Each of the Agreement, the Affordability Restrictions on Transfer of Property, the City/HOME Loan Note and the City/HOME Loan Deed of EXHIBIT 5
City Council 68 – 32 6/21/2022
2 The Crossroads at Washington
City HOME Loan Agreement
Trust provide a means of enforcement by the City if Developer is in breach of its obligations hereunder and thereunder, including liens on the Property, use and deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)].

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows:

Section 1. DEFINITIONS AND INTERPRETATION

1.1. Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Loan Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Section 1.
"Affordable Housing" means housing operated in accordance with the requirements of 24 CFR 92.252 and the rents governed by HUD. “Affordability Period” means the period beginning upon the issuance of the Certificate of Completion and ending on the date which is sixty-two (62) years after the issuance of the Certificate of Completion during which the Affordability Restrictions on Transfer of Property remain in effect.
"Affordability Restrictions on Transfer of Property" means that certain document affecting real property benefiting the City, attached hereto as Exhibit F. “Affordable Rent” means the monthly rents that are set forth in more detail in Section 7 of this Agreement.
"Building Permit" means the building permit(s) issued by City and required for the construction, if any.
"Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public to conduct City affairs. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31.
"Certificate of Completion" has the meaning set forth in Article 17. "City" means the City of Santa Ana, California, a charter city and municipal corporation.
"City/HOME Loan" means the loan to be made to Developer by City from HOME funds pursuant to Article 5 of this Agreement.

EXHIBIT 5
City Council 68 – 33 6/21/2022
3 The Crossroads at Washington
City HOME Loan Agreement
"City/HOME Loan Deed of Trust" means the deed of trust encumbering the Property, in the form attached hereto as Exhibit D, to be executed by Developer pursuant to Section 5.B.2 in order to secure the City/HOME Loan Note. "City/HOME Loan Note" means that certain promissory note in the original principal amount of $3,007,489.00, in the form attached hereto as Exhibit E, to be executed by Developer in favor of City to evidence the obligation of Developer to repay the City/HOME Loan.
"Close of Escrow" shall mean the date upon which the City/HOME Loan Deed of Trust is recorded in the Official Records of the County. "Closing Statement" means the final statement of Developer's Escrow account for the purchase and sale of the Property pursuant to the Purchase Contract. “Construction Period” means the period of time commencing with the Close of Escrow and ending on the Conversion Date.
“Conversion Date” means the date on which the Senior Construction Loan is purchased by the Senior Permanent Lender and it converts from a construction loan to a permanent loan.
"County" means the County of Orange, California.
"Developer" means Washington Santa Ana Housing Partners, L.P., a California limited partnership, its successors and assigns.
"Developer's Representative" shall mean the President of the Administrative General Partner or his/her designee.
“Environmental Reports” [list to be provided under separate cover] "Escrow Holder" means Old Republic .
"Event of Default" has the meaning set forth in Section 20.1. "Executive Director" means the Executive Director of the Community Development Agency, or his/her designee.
"Extremely Low Income" means an adjusted income that does not exceed thirty percent (30%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD.
“General Partner(s)” means the General Partner(s) of Developer, Supportive Housing LLC (the “Managing General Partner”), Related/Washington Santa Ana Development Co., LLC (the “Administrative General Partner”), and their respective successors and assigns.

EXHIBIT 5
City Council 68 – 34 6/21/2022
4 The Crossroads at Washington
City HOME Loan Agreement
"Governmental Authority" means any governmental or quasi-governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility.
"Hazardous Materials" means any flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., as amended including:
(i) poses a hazard to the Project or to persons on the Project or (ii) causes the Project to be in violation of any Hazardous Substance Law; (iii) asbestos in any form;
(iv) urea formaldehyde foam insulation;
(v) transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls;
(vi) radon gas;
(vii) any chemical, material, or substance defined as or included in the definition of “hazardous substance,” “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” or “toxic substances” or words of similar import under any applicable local, state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws, including, but not limited to, any Hazardous Substance Law, Code of Civil Procedure § 564, as amended from time to time, Code of Civil Procedure § 726.5, as amended from time to time, Code of Civil Procedure §736, as amended from time to time, and Civil Code § 2929.5, as amended from time to time;
(viii) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority or which may pose a hazard to the health and safety of the occupants of the Project or the owners or occupants of property adjacent to or surrounding the Project, or any other person coming on the Project or any adjacent property; and
(ix) any other chemical, material, or substance that may pose a hazard to the environment flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including, without limitation the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seq., as amended.

The term Hazardous Substance shall not include materials or substances commonly used in the construction and operation of an apartment complex in accordance with applicable Hazardous Substance Law.

EXHIBIT 5
City Council 68 – 35 6/21/2022
5 The Crossroads at Washington
City HOME Loan Agreement
“Hazardous Substance Law” means any federal, state, or local law, ordinance, regulation, or policy relating to the environment, health, and safety, any Hazardous Materials (including, without limitation, the use, handling, transportation, production, disposal, discharge, or storage of the substance), industrial hygiene, soil, groundwater, and indoor and ambient air conditions or the environmental conditions on the Project, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [42 USCS §§ 9601 et seq.], as amended from time to time; the Hazardous Substances Transportation Act [49 USCS §§ 1801 et seq.], as amended from time to time; the Resource Conservation and Recovery Act [42 USCS §§ 6901 et seq.], as amended from time to time; the Federal Water Pollution Control Act [33 USCS §§ 1251 et seq.], as amended from time to time; the Hazardous Substance Account Act [Health and Safety Code §§ 25300 et seq.], as amended from time to time; the Hazardous Waste Control Law [Health and Safety Code §§ 25100 et seq.], as amended from time to time; the Medical Waste Management Act [Health and Safety Code §§ 25015 et seq.], as amended from time to time; and the Porter-Cologne Water Quality Control Act [Water Code §§ 13000 et seq.], as amended from time to time. “HOME Compliance Period” is for a period of twenty (20) years from the issuance of the Certificate of Completion.
"HOME Program" has the meaning set forth in Recital "A" above. "HOME Regulations" has the meaning set forth in Recital "A" above and summarized in Exhibit G.
"HUD" means the United States Department of Housing and Urban Development and any successors or assigns thereof.
"Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements (including, without limitation, streets, curbs, storm drains, and adjacent street lighting).
"Indemnitees" has the meaning set forth in Section 14.5. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority.
"Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest). “Limited Partner” means the Tax Credit Investor and any other Limited Partner(s) or Special Limited Partner(s) of Developer, and their successors and assigns. “Loan Documents” means, collectively, this Agreement, the City/HOME EXHIBIT 5
City Council 68 – 36 6/21/2022
6 The Crossroads at Washington
City HOME Loan Agreement
Loan Note, the City/HOME Loan Deed of Trust, the Affordability Restrictions on Transfer of Property, and any other agreement, document, or instrument that the City requires in connection with the execution of this Agreement or from time to time to effectuate the purposes of this Agreement.
“Low Income” means an adjusted income that does not exceed eighty percent (80%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD.
“Median Income for the Area” means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Loan Documents as “Area Median Income” or “AMI”. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen (18) months, the City shall provide the Developer with other income determinations which are reasonably similar with respect to methods of calculation to those previously published by HUD and the State.
"Operating Reserves" shall mean reserves maintained during the Term of Agreement and funded out of Residual Receipts, loan advances, equity, or other sources and set aside for taxes and assessments, insurance premiums, operating expenses, and debt service. Operating Reserves shall not exceed the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service, or such higher amount required by a project lender or by the Tax Credit Investor. “Partnership Agreement” means the Agreement of Amended and Restated Agreement of Limited Partnership of Borrower, dated as of [ _________ ], as said Partnership Agreement may be amended from time to time. "Permitted Encumbrances for the Affordable Housing Restrictions" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Permitted Encumbrances for the City Loan Deed of Trust" means, collectively, the Senior Loan Deed of Trust and all other title exceptions and limitations with respect to the Property hereafter approved by the Executive Director in writing. "Project" means the acquisition of a leasehold interest and construction of the Property by Developer pursuant to this Agreement.
"Project Budget" means the line-item budget for the Project attached hereto as Exhibit C, as modified from time to time in accordance with this Agreement. "Project Costs" means all costs of any nature incurred in connection with the Project in accordance with generally accepted accounting principles. "Property" means the Property that is located at 1126, 1136 and 1146 East Washington Avenue, within the City of Santa Ana, and is more fully described in the “Legal EXHIBIT 5
City Council 68 – 37 6/21/2022
7 The Crossroads at Washington
City HOME Loan Agreement
Description” of the Property attached hereto as Exhibit A and incorporated herein by reference.
“Replacement Reserves” shall mean reserves maintained during the Term of Agreement and funded out of Residual Receipts, loan advances, equity, or other sources and set aside for replacement of roofing, furniture, fixtures, equipment and other capital expenditures. The annual amount set aside for Replacement Reserves shall be a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit and may increase by 3% per year, or such higher amount as may be required by the Tax Credit Investor or the Senior Lender and approved by City (such approval not to be unreasonably withheld or delayed).
“Residual Receipts” has the meaning set forth in the City/HOME Loan Note. “Senior Construction Lender” means U.S. Bank National Association. or such senior construction lender designated by the Developer and approved in advance by the City for the Project.
“Senior Construction Loan” means the construction loan made by Senior Construction Lender to Borrower.
"Senior Lender" means the Senior Construction Lender prior to the Conversion Date and, thereafter, the Senior Permanent Lender during the remainder of the Term of Agreement, or any other holder of the Senior Loan Note(s) or any refinancing of the Senior Loan Note(s).
"Senior Loan" shall mean the Senior Construction Loan being made by Senior Lender concurrent to the City Loan for payment of a portion of the acquisition of a leasehold interest in the Project (and related costs) and new construction costs, the Senior Permanent Loan and shall include any subsequent loan that refinances the initial Senior Loan.
"Senior Loan Deed of Trust" means the deed of trust securing the Senior Loan by encumbering the Property, as the same may be amended and restated from time to time. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan, as the same may be amended and restated from time to time. "Senior Loan Note" means the promissory note evidencing the Senior Loan from Senior Lender, as the same may be amended and restated from time to time. "Senior Permanent Lender” means California Community Reinvestment Corporation, a California nonprofit public benefit corporation, or such senior permanent lender as may be designated by Developer and approved in advance by the City as the senior permanent lender for the Project.

EXHIBIT 5
City Council 68 – 38 6/21/2022
8 The Crossroads at Washington
City HOME Loan Agreement
“Senior Permanent Loan” means the Senior Construction Loan following its conversion from a construction to a permanent loan following the satisfaction of certain conversion conditions and the purchase of such Senior Construction Loan by Senior Permanent Lender.
“Tax Credit Investor” means U.S. Bancorp Community Development Corporation, a Minnesota corporation.
“Tax Credit Rules” means the provisions of Section 42 of the Internal Revenue Code and/or, if applicable, California Revenue and Taxation Code Sections 17057.5, 17058, 23610.4 and 23610.5, et seq., as the foregoing may be amended from time to time, to the extent applicable to the Project and the rules and regulations implementing the foregoing, including the regulations set forth in Title 4 Cal. Code Regs. Section 10300, et seq.
“Term of Agreement” the terms and conditions contained herein shall commence upon the date first written above and remain in effect for sixty-two (62) years from the issuance of the Certificate of Completion.
“Very Low Income” means an adjusted income that does not exceed fifty percent (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HUD.

1.2. Singular and Plural Terms. Any defined term used in the plural in this Agreement or any other City Loan Document shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class.

1.3. References and Other Terms. Any reference to this Agreement or any Loan Document shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named.

References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include” mean "including (include) without limitation."

1.4. Exhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference.

Section 2. [RESERVED]
Section 3. SCOPE OF WORK/ PROJECT BUDGET
EXHIBIT 5
City Council 68 – 39 6/21/2022
9 The Crossroads at Washington
City HOME Loan Agreement
Developer shall comply with this Section until the Certificate of Completion is issued.

A “Scope of Work” for the Property is attached hereto as Exhibit B. Any change to the Scope of Work requested by the Developer, which would result in a change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget, shall be subject to the prior written approval of the Executive Director.

A line-item budget for the Project, including a summary statement of sources and uses of funds, is incorporated into Exhibit C (the "Project Budget"). Any material change to the Project Budget in excess of ten percent (10%) of any individual line item or in excess of five percent (5%) of the aggregate budget shall be subject to the prior written approval of the Executive Director which approval will not be unreasonably withheld, conditioned or delayed and if not granted or denied within five (5) Business Days, shall be deemed approved; provided, however, that in all events, Developer shall at all times obtain and maintain all required permits and approvals from the City’s Planning and Building Agency.

Notwithstanding the foregoing, the City’s approval of a change order shall not be required unless the approval of the Senior Lender is required with respect to such change order.

Section 4. [RESERVED]
Section 5. LOANS

5.1. CITY LOAN:
(a) Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a loan of HOME funds to Developer in the principal amount of up to $3,007,489 (the "City/HOME Loan") for the construction of the Property. (b) City/HOME Loan Note and Deed of Trust. The City/HOME Loan shall be evidenced by the City/HOME Loan Note in the form attached hereto as Exhibit E.

The City/HOME Loan shall be secured by the City/HOME Loan Deed of Trust in the form attached hereto as Exhibit D. The City/HOME Loan Deed of Trust shall be a deed of trust encumbering the Property, subordinate to the Senior Loan(s) made to Developer and the Senior Loan Documents.
(c) City/HOME Loan Terms. The terms and conditions of the City/HOME Loan are as set forth in the City/HOME Loan Note, which is a residual receipts note. The HOME Compliance Period will end twenty (20) years from the issuance of the Certificate of Completion.

Section 6. CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS
Developer shall comply with this Section until the Certificate of Completion is issued.

6.1. Conditions Precedent. City's obligation to disburse the City/HOME Loan is subject to the satisfaction, or waiver by the Executive Director, of the following EXHIBIT 5
City Council 68 – 40 6/21/2022
10 The Crossroads at Washington
City HOME Loan Agreement
conditions precedent:
(a) Loan Documents. Developer shall have delivered to the Escrow Holder, signed by the authorized officer or officers of Developer, with such signature(s) acknowledged where necessary, each of the following documents:
(i) this Agreement;
(ii) The City/HOME Loan Note;
(iii) The City/HOME Loan Deed of Trust;
(iv) The Affordability Restrictions on Transfer of Property; (v) The Project Budget;
(vi) The Ground Lease; and
(vii) All other documents and instruments reasonably required by the City to be executed and delivered, all in form and
substance reasonably satisfactory to the City. The City has received and approved all required Environmental Reports. (b) Title Insurance. City shall have received an LP-10 ALTA Lender’s loan policy of title insurance (2006 edition), or evidence of a commitment therefore satisfactory to City, issued by First American Title Insurance Company and in form and substance satisfactory to City, together with all endorsements and binders required, naming City as the insured, in a policy amount of not less than the City/HOME Loan Amount, showing Developer as the ground lessee of the Property and insuring the City/HOME Loan Deed of Trust to be a valid lien on the Property. This Agreement, the City/HOME Loan Note, and City/HOME Loan Deed of Trust shall be subordinate to the Senior Loan Note, Senior Loan Deed of Trust and the other Senior Loan Documents. (c) Intentionally Omitted.
(d) Management Plan. The Developer shall have submitted and the City shall have approved a Management Plan ("Management Plan"). The Management Plan shall include a management contract with a manager approved in writing by the City for management of the Project and a plan for long-term marketing, operation, maintenance, repair and security of the Project, method of selection of tenants, and for rental policies in compliance with any applicable requirements, policies and procedures and with the Affordability Restrictions on Transfer of Property, along with any other policies or procedures required by the City. The Management Plan shall also include an initial budget for the Project. City hereby approves John Stewart Company as the initial property manager.
(e) Documents Recorded. This Agreement, the City/HOME Loan Deed EXHIBIT 5
City Council 68 – 41 6/21/2022
11 The Crossroads at Washington
City HOME Loan Agreement
of Trust and the Affordability Restrictions on Transfer of Property shall have been recorded in the Official Records of the County. This Agreement, and the City/HOME Loan Deed of Trust shall be subordinate to the Senior Loan Note, the Senior Loan Deed of Trust, and the other Senior Loan Documents.
(f) Request for Notice. For the benefit of City, Escrow Holder shall have recorded a request for notice of default of the Senior Loan (the "Request for Notice of Default").
(g) Insurance. City shall have received evidence satisfactory to the City that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect.
(h) Representations and Warranties. The representations and warranties of Developer contained in this Agreement and the other Loan Documents shall be correct in all material respects as of the Close of Escrow as though made on and as of that date, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative.
(i) No Default. No Event of Default by Developer shall have occurred and be continuing, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the Executive Director, City shall have received a certificate to that effect signed by Developer's Representative.

6.2. Disbursement Procedures for Loan.

The City/HOME Loan proceeds shall be disbursed through Escrow to finance the construction of the Property (as evidenced in Exhibit C). The City/HOME Loan proceeds shall not be used for any purpose other than for eligible construction costs, including a developer fee and soft costs related to development of the Project (costs all subject to City’s prior review). The City allows for eligible costs to be paid by HOME loan funds that were incurred not more than 24 months prior to the HOME funds commitment date of this loan agreement in accordance with HOME regulations. Ninety percent (90%) of the City/HOME Loan proceeds will be disbursed by City to Developer after execution and recording of this Agreement, with ten percent (10%) held back by the City and not disbursed to Developer until after completion of construction on the Project and issuance of a Certificate of Completion.

6.3. First Disbursement. The City's obligation to make the first disbursement of the construction portion is subject to satisfaction of the following conditions precedent:
(a) General Contractor. If the Executive Director has not yet approved the General Contractor, the Executive Director shall have approved the identity and qualifications of the General Contractor which approval will not be unreasonably withheld, conditioned or delayed.
(b) Construction Contract. If the Executive Director has not yet approved the Construction Contract, the Executive Director shall have approved the EXHIBIT 5
City Council 68 – 42 6/21/2022
12 The Crossroads at Washington
City HOME Loan Agreement
Construction Contract which approval will not be unreasonably withheld, conditioned or delayed.

6.4. Termination for Failure of Condition. If (a) any of the conditions set forth herein are not timely satisfied within no more than ninety (90) days of the date of this Agreement or waived by the Executive Director, and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, all principal, interest and other amounts owing under the City/HOME Loan Note shall be immediately due and payable, regardless of any other specified due date.

6.5. [Reserved.]

6.6. [Reserved.]

6.7. Waiver of Conditions. The conditions set forth pertaining to City’s obligation to make disbursements of the rehabilitation or construction portion are for City's benefit only and the Executive Director may waive all or any part of such rights by written notice to Developer.

6.8. Waiver of Disbursement Conditions. A waiver of a disbursement condition may only be provided with written approval by the City.

6.9. Modification of Disbursement Conditions and Procedures. The Executive Director shall have the authority to modify the disbursement conditions and procedures set forth herein in order to conform them to the payment provisions of the Construction Contract.

6.10. Other Terms and Conditions of Loan.
(a) The City/HOME Loan Note shall become immediately due and payable, in the event of any of the following:
(i) failure to complete the Project within four (4) years of the Close of Escrow;
(ii) HOME assisted units must achieve initial occupancy within 18 months of the issuance of the Certificate of Completion; (iii) violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; (iv) an Event of Default by Developer which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement.

6.11. Closing Costs and Fees. Developer shall pay (a) all escrow fees and charges, (b) all recording fees and charges on any document recorded pursuant to this Agreement, and (c) the premium for the title insurance required hereunder.

6.12. Approval of Additional Financing. Except as to the Senior Loan, the EXHIBIT 5
City Council 68 – 43 6/21/2022
13 The Crossroads at Washington
City HOME Loan Agreement
loans secured by permitted encumbrances for the City Loan Deed of Trust and as otherwise described herein or in the policy of title insurance issued to the City at loan closing, the Developer shall not place or permit (either voluntarily or involuntarily) to be placed any encumbrances, including, but not limited to any additional liens or financing of any kind on the Project without the prior written discretionary consent of the City.

6.13. Cost Savings Obligation.
(a) Subject to compliance with the Tax Credit Rules and the approval of the California Tax Credit Allocation Committee (“TCAC”), Developer hereby agrees to provide and pay to the City the payment described in this Section 6.13 in connection with Cost Savings, if any, from the Project in an amount to be determined based on the “Audit” (as defined in Section 6.13(b) below and in accordance with 6.13) to be conducted upon completion of construction for the Project. Payment of the City Share of Cost Savings (defined below) shall be made at the time set forth therefore in Section 6.13(d) below.

Provided that the payment is timely and fully made in accordance with Section 6.13(d), the amount paid for the City Share of Cost Savings shall be credited against the amount then outstanding on the City/HOME Loan Note.
(b) Audit to Determine Cost Savings and City Share of Cost Savings.

The actual amount of “Cost Savings” (as defined below) to be paid to the City and retained by the Developer shall be determined after the Audit, as hereafter defined and described, and the amount of such Cost Savings shall be equal to the amount by which the total sources of permanent financing for the Project exceed the costs of development incurred for the Project including without limitation payment of the Developer Fee (resulting amount constituting “Cost Savings”). From the total amount of Cost Savings, the Developer shall retain fifty percent (50%) and pay to City fifty percent (50%) (“City Share of Cost Savings”). If any of the other soft lenders request a share of Cost Savings, the City shall split the City Share of the Cost Savings (50%) on a pro rata basis with the other soft lender(s) that are requesting a share of Cost Savings. The pro rata distribution shall be based on the initial principal balances of each respective soft loan of the soft lender(s) that are requesting a share of Cost Savings. If none of the other soft lenders request a share of the Cost Savings, the City shall receive the full 50% of the Cost Savings.

Within one hundred and eighty (180) days following the issuance of Form 8609 by TCAC, Developer shall cause its certified public accountant(s) to perform a final audit of the costs of development of the Project in accordance with the requirements of the Tax Credits and generally accepted auditing standards (GAAP) (“Audit”). If the Audit determines that the total sources of permanent financing for the Project (including long-term permanent debt and equity) exceed the total development cost for the Project required in connection with the development of the Project, such excess shall be considered the “Cost Savings” for the Project.
(c) Allocation of Cost Savings Amount. First to Pay the City Share of Cost Savings as Payment of Principal on City/HOME Loan Note. Once determined by the Audit pursuant to Section 6.13 above, the full amount of Cost Savings shall be allocated and remitted in the following order: (a) first, Developer shall retain fifty (50%) of Cost EXHIBIT 5
City Council 68 – 44 6/21/2022
14 The Crossroads at Washington
City HOME Loan Agreement
Savings, and (b) second, Developer shall pay to the City the City Share of Cost Savings which shall be utilized as principal payment due on the City/HOME Loan Note. (d) Timing of Allocation and Payment of Cost Savings. In the event of any Cost Savings, the payment of the City Share of Cost Savings shall become due and payable no later than sixty (60) days after Developer receives its final Tax Credit equity payment for the Project, and each of such payments shall be allocated and remitted in a lump sum, and as applicable credited toward the respective amount outstanding under the City/HOME Loan Note.

6.14. Standard Form Leases. On or before issuance of the Certificate of Completion, Developer shall submit to City for its written approval a standard form of residential lease to be used for leasing of the Project (the “Standard Lease”). The Standard Lease shall be in compliance with all applicable laws and Developer shall be obligated to revise said Standard Lease from time to time to comply with any changes in said applicable laws.

6.15. Leasing Program. Developer shall market and lease the Project consistent with the Marketing Plan described in Exhibit G.

6.16. No Changes. Developer shall not materially modify the approved Standard Lease or materially deviate from the approved rental rate schedule for the Units without the City’s prior written consent in each instance.

6.17. Landlord’s Obligations. Developer shall timely and in good faith, perform all obligations required to be performed by it as landlord under any lease affecting any part of the Project or any space within the Project. If any tenant at any time claims any breach of landlord’s obligations and the amount of such claim (in excess of available insurance coverage) is $10,000 or more, Developer shall promptly notify City of such claim.

Section 7. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE

OF THE PROPERTY

7.1. Use Covenants and Restrictions.
(a) Developer agrees and covenants, which covenants shall run with the land and bind Developer, its successors, its assigns and every successor in interest to the Property that Developer will make all rental units on the Property available to extremelylow- or very-low or low income households at rents affordable to such households for sixty-two (62) years from the issuance of the Certificate of Completion. The HOME restrictions for the City’s twelve (12) HOME assisted units shall be enforced until the date that is twenty (20) years after the date on which the Certificate of Completion is issued.

The City permits the Developer to limit the eligibility and/or give preference to a particular segment of the population in accordance with 24 CFR 92.253(d). (b) The Project shall consist of eighty-six (86) units, including one (1) on-site manager’s unit(s). The City’s HOME assistance shall require twelve (12) HOME EXHIBIT 5
City Council 68 – 45 6/21/2022
15 The Crossroads at Washington
City HOME Loan Agreement
assisted units. The HOME assisted units shall be six (6) 2-bedroom units, four (4) 3- bedroom units, and two (2) 4-bedroom unit, fixed, and shall be distributed throughout the complex with comparable amenities to the other units. The County’s HOME assistance shall require forty-three (43) HOME assisted units. In total, there will be fifty-five (55) HOME assisted units in the Project. There shall not be any overlap between the County’s HOME assisted units and the City’s HOME assisted units. (c) At initial lease up, households in the HOME assisted units cannot earn more than the Very-Low Income limits (50% of AMI) as published by HUD in compliance with the HOME Program. Rental increases shall be in conformance with federal and state law. After the twenty (20) year HOME Compliance Period, the City shall require that the HOME assisted units remain affordable, with rents calculated based on assumed household size at the same income levels.
(d) All of the HOME units will be restricted to occupancy by families earning at initial lease up no more than the Very Low income limits (50% of AMI) as published by HUD, and the rents must not exceed the Low HOME rents adjusted for family size appropriate to the unit as published by HUD.
(e) Maximum Occupancy will be two (2) people per room plus one (1).

Example for a two-bedroom unit, five (5) people would be maximum occupancy. (f) Rents for the HOME assisted units shall be governed by the HOME Program regulations at 24 CFR section 92.252.
(g) Developer must have a written lease between tenant and owner for a period of at least one year, unless a shorter period is mutually agreed upon. Leases must be consistent with the HOME Program regulations at 24 CFR section 92.209(g).

7.2. Affordability Levels/Unit Mix:

The affordability levels/unit mix for the Project is as follows:

Unit Size
30% TCAC AMI
No.

Units
Current
Rent
Studio 16 $711
1 Bedroom 26 $762
2 Bedroom 21 $915
3 Bedroom 17 $1,057
4 Bedroom 5 $1,179
Total 85
The remaining unit will be a 2-bedroom unit reserved for the on-site manager.

HOME Assisted Units
EXHIBIT 5
City Council 68 – 46 6/21/2022
16 The Crossroads at Washington
City HOME Loan Agreement
Total # of
Units Unit Type Level of Affordability
# of HOME
Assisted
Units
% Share of
HOME
Assisted Unit
Type
16 Studio Very-Low
Income
(50% AMI)
(Low HOME)
0 0%
26 1 Bed 0 0%
21 2 Bed 6 50%
17 3 Bed 4 33%
5 4 Bed 2 17%
(1) In no event shall the rent charged to the HOME assisted units be more than that amount of the Low HOME rent as published by HUD, as amended from time to time. (2) At the time of project completion, the Developer shall provide to the City the address and/or unit number of each of the HOME fixed units.
(3) Annually with the financial statements, the Developer shall provide an annual report of rents and occupancy of all units, including the HOME assisted units, to verify compliance with affordability requirements. For the HOME assisted units, information on unit substitution and filling vacancies shall be provided to ensure that the project maintains the required unit mix.

Except with respect to the HOME assisted units during the HOME Compliance Period, the affordable rents charged at the Project must comply with the most stringent of the standards set forth by TCAC as defined in Affordability Restrictions on Transfer of Property.

A utility allowance must be deducted from the maximum affordable rent charged at the Project for each unit. Utility allowances must be based on project-specific allowances for the HOME assisted units. TCAC provides a California Utility Allowance Calculator (CUAC) that must be used to calculate the utility allowances for the HOME-assisted units.

Initial rents may be recalculated to allowable rental amounts at the time of initial lease-up following completion of construction in accordance with any changes in allowable rent and income tables as published by HUD.

7.3. Rent Increases. On an annual basis, the City shall provide Developer with the maximum allowable schedule of rents for the Property in accordance with changes in allowable rent and income tables published by HUD and TCAC, provided however that the rent for the HOME assisted units shall in no event be higher than the rent for the equivalent non-HOME assisted unit within the Project. In no event can Developer charge any tenant more than such amount.

All rent increases are subject to City approval pursuant to the terms of this Section. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in Section 7.1 and 7.2 above.

EXHIBIT 5
City Council 68 – 47 6/21/2022
17 The Crossroads at Washington
City HOME Loan Agreement
Subject to the applicable requirements and provisions of, and changes to, Section 42 of the Code, if, upon recertification of the income of any tenant, the Developer determines that such tenant has an adjusted income exceeding 30% of the applicable Median Income for the Area, in each case, adjusted for household size, such tenant may be permitted to continue to occupy the unit at the rental rate as provided for in Sections 7.1 and 7.2 above, as applicable, until the tenant chooses to vacate the unit. After the unit is vacated, the Developer shall re-rent the unit to a tenant pursuant to the terms, covenants and conditions of this Agreement.

7.4. Prohibited Fees. The Developer and subsequent owner is prohibited from charging fees that are not customary, consistent with HOME Regulations 24 CFR section

92.504(c)(3)(xi). The Developer and subsequent owner can charge reasonable application fees to prospective tenants; other fees only to the extent that they are reasonable and customary for the project area; and fees for services provided to tenants, provided that these services are not mandatory.

7.5. Operation and Maintenance of the Property. Solely at Developer’s expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. The City shall inspect the Property annually after the date of issuance of the Certificate of Completion as described in Article 17 of this Agreement. During the Affordability Period, the Property must meet all applicable State and local codes. The Property must be free of all health and safety defects during the Affordability Period.
(a) Operation. During the Term of Agreement, Developer shall at all times operate on the Project an affordable housing rental facility in compliance with this Agreement and the Affordability Restrictions on Transfer of Property. (b) Maintenance. During the Term of Agreement, Developer agrees to maintain all interior and exterior improvements, including landscaping (and all abutting ground, sidewalks, roads, parking and landscape areas) on the Project in good condition, repair and sanitary condition (and, as to landscaping, in a healthy condition) and in accordance with any Management Plan approved by the City under this Loan Agreement (such approval not to be unreasonably withheld or delayed) (including without limitation any landscape and signage plans), as the same may be amended from time to time, and all other applicable laws, rules, ordinances, orders, and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having jurisdiction and all their respective departments, bureaus, and officials. Developer acknowledges the great emphasis the City places on quality maintenance to protect its investment and to provide EXHIBIT 5
City Council 68 – 48 6/21/2022
18 The Crossroads at Washington
City HOME Loan Agreement
quality affordable housing for its constituents and to ensure that all City-subsidized affordable housing projects within the City are not allowed to deteriorate due to deficient maintenance. In addition, Developer shall keep the Project free from all graffiti and any accumulation of debris or waste material. Developer shall promptly make all repairs and replacements necessary to keep the Project in good condition and repair and shall promptly eliminate all graffiti and replace dead and diseased plants and landscaping with comparable approved materials. Developer shall not commit or permit any waste or deterioration of the Project, shall not abandon any portion of the Project, and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of damage to the Project.

In the event that Developer breaches any of the covenants contained in this Section

7.5 and such default continues for a period of five (5) days after written notice from the City (with respect to graffiti, debris, waste material, and general maintenance) or thirty (30) days after written notice from the City (with respect to landscaping and building improvements), then City, in addition to whatever other remedies it may have under this Agreement, the other Loan Documents or at law or in equity, shall have the right to enter upon the Project and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the City shall be permitted (but not required) to enter upon the Project and perform all acts and work necessary to protect, maintain and preserve the improvements and landscaped areas on the Project, in the amount of the expenditure arising from such acts and work of protection, maintenance, and preservation by City and/or reasonable costs of such cure, including a fifteen percent (15%) administrative charge, which amount shall be promptly paid by Developer to City upon demand.
(c) Removal of Personal Property. During the Term of Agreement, Developer shall not cause or permit the removal from the Project of any items of Developer’s personal property (other than tools and equipment used in the operation of the Project) unless (i) no Event of Default remains uncured and (ii) Developer promptly substitutes and installs on the Project other items of equal or greater value in the operation of the Project, all of which shall be free of liens and shall be subject to the liens of the Deed of Trust and the Financing Statement and executes and delivers to City all documents required by City in connection with the attachment of such liens to such items. Developer shall keep detailed records of such removal and shall make such records available to City upon written request from time to time.

7.6. Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, mental or physical disability, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Developer itself or any person claiming under or through him 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 of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement.

EXHIBIT 5
City Council 68 – 49 6/21/2022
19 The Crossroads at Washington
City HOME Loan Agreement

7.7. Loss of Project-Based Voucher Subsidy. It is anticipated that during the Term of Agreement the Project will maintain not less than fifteen (15) Project-Based Voucher (“PBV”) Restricted Units (“PBV Restricted Units”) provided by the Housing Authority and forty three (43) Project-Based Vouchers provided by Orange County (the “County PBV Restricted Units”), supported by Project-Based Section 8 rental subsidy payments (the "Rental Subsidy"). If, during the Term of Agreement, there is a reduction, termination or nonrenewal of the Housing Authority’s or County’s Rental Subsidy through no fault of Developer, such that the Rental Subsidy shown on the Project Budget is no longer available (or available in a lesser amount), Developer may request approval of the City (a) to allow households with adjusted incomes that do not exceed sixty percent (60%) of AMI, adjusted for actual household size, to occupy the extremely-low income units (i.e., a unit previously restricted to households with adjusted incomes that do not exceed 30% of AMI), and (b) to increase the rent on one or more of the Restricted Units, to rents that are affordable to households with an adjusted income that does not exceed sixty percent (60%) of AMI, adjusted for household size appropriate for the Restricted Unit.

The rent increase is subject to the following requirements: (a) concurrently with the request, Developer shall provide the City with evidence of the anticipated reduction, termination, or nonrenewal of the Rental Subsidy, (b) a Management Plan (as defined in Section 6.1(d) of this Agreement) for the Project for the City’s approval pursuant to Sections 6.1(d) and Exhibit F of this Agreement, showing the impact of the loss or reduction of the Rental Subsidy, (c) a proposed operating budget reflecting the rent increases (the “Operating Budget”), and (d) a description of efforts to obtain alternate sources of rent. The number of the Restricted Units subject to the rent increase and the amount of the proposed increase may not be greater than the number or amount required to ensure that the Project generates sufficient income to cover its operating costs, required deposits to replacement reserves, and debt service on approved financing as shown on the Operating Budget, and as is necessary to maintain the financial stability of the Project. In addition, upon a reduction, termination or nonrenewal of the Rental Subsidy as described above, Developer hereby agrees to the following:
(a) Developer shall use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and shall provide the City with annual progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents to be reduced. Upon receipt of any alternative rental subsidies, Developer shall reduce the rents back to the original restrictions to the extent that the alternative rental subsidies provide sufficient income to cover the operating costs, required replacement reserves and debt service of the Project as shown on the Operating Budget. (b) Developer shall provide tenants in the Restricted Units with notice of any rent increase pursuant to this Section 7.7, and shall notify the tenant that if they have received a tenant-based voucher from the Housing Authority they may use the tenant-based voucher for their Restricted Unit.
(c) All rent increases for the Restricted Units are subject to City approval pursuant to the terms of this Section 7.7. No later than sixty (60) days prior to the proposed implementation of any rent increase, Developer shall submit to the City a EXHIBIT 5
City Council 68 – 50 6/21/2022
20 The Crossroads at Washington
City HOME Loan Agreement
schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth in this Section 7.7. Notwithstanding the foregoing, rent increases for the Restricted Units shall be subject to review and approval of the City.

Developer shall give tenants of all Restricted Units written notice at least sixty (60) days prior to any rent increase.

7.8. Reserved.

Section 8. RESERVED.

Section 9. GENERAL PROVISIONS AND WARRANTIES

9.1. As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows, which representations and warranties are made solely by Developer and not by or on behalf of any partner of Developer: Formation, Qualification and Compliance. Supportive Housing LLC, the managing general partner of Developer:
(a) is a limited liability company, validly existing and in good standing under the laws of the State of California; (b) has all requisite authority to conduct its business and own and lease its properties; and, (c) is qualified and in good standing in every jurisdiction in which the nature of its business makes qualification necessary or where failure to qualify could have a material adverse effect on its financial condition or the performance of its obligations under the Loan Documents. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business.

9.2. Execution and Performance of Loan Documents.
(a) Developer has all requisite authority to execute and perform its obligations under the Loan Documents.
(b) The execution and delivery of Developer of, and the performance by Developer of its obligations under, each Loan Document has been authorized by all necessary action and does not and will not:
(i) require any consent or approval not heretofore obtained of any person having any interest in Developer;
(ii) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer;
(iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under the City Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; EXHIBIT 5
City Council 68 – 51 6/21/2022
21 The Crossroads at Washington
City HOME Loan Agreement
(iv) violate any provision of any law presently in effect; or (v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound.
(c) Developer is not in default, in any respect that is materially adverse to the interests of City under the Loan Documents or that would have any material adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in subsection (b). (d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with:
(i) the execution of Developer of, and the performance by Developer of its obligations under, the Loan Documents; and (ii) the creation of the liens described in the Loan Documents.

9.3. Financial and Other Information. To the best of Developer’s knowledge, all financial information furnished to City with respect to Developer in connection with the City/HOME Loan (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer’s knowledge, all other documents and information furnished to City with respect to Developer, in connection with the City/HOME Loan, are correct and complete in all material respects insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer’s knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing.

9.4. No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing.

9.5. Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally EXHIBIT 5
City Council 68 – 52 6/21/2022
22 The Crossroads at Washington
City HOME Loan Agreement
accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City.

9.6. Governmental Requirements. To the best of Developer’s knowledge, Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of, any applicable general plan, subdivision and parcel map requirement; environmental requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements.

9.7. Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property.

9.8. Litigation. There are no material actions or proceedings pending or, to the best of the Developer’s knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement.

9.9. Bankruptcy. To the best of Developer’s knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer.

9.10. Information Accurate. To the best of Developer’s knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, correct and sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission.

9.11. Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement.

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

9.13. Transfers. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the acquisition/construction/development of the Property. During the Term of Agreement, EXHIBIT 5
City Council 68 – 53 6/21/2022
23 The Crossroads at Washington
City HOME Loan Agreement
except for a Permitted Transfer or except as otherwise permitted under the Loan Documents, Developer shall not sell or otherwise transfer the Project or any portion thereof, and none of the constituent general partners of Developer shall sell or otherwise transfer their interests in Developer, and none of the constituent general partners in a partnership that is a general partner in Developer shall sell or otherwise transfer their interest in such partnership without first obtaining the approval of the City, which consent the City may withhold or grant in the exercise of its reasonable and good faith discretion.

The City shall not approve any such transfer request if the Developer is in default under any of the Loan Documents or the Management Plan. For purposes hereof, “Permitted Transfer” shall mean:
(a) The granting of easements or licenses to any appropriate governmental agency or utility or permits to facilitate the development and/or operation of the Property;
(b) A sale or transfer in connection with a foreclosure or deed in lieu of foreclosure of any senior deed of trust so long as the City is given notice as provided in Section 21.2 in order to exercise its remedies under Section 20.2; (c) The lease of any individual residential unit in the Project; (d) (i) A transfer of the Developer’s interest in the Property by foreclosure or deed in lieu of foreclosure to any bona fide third-party lender holding a lien encumbering the Property (or its nominee); and, (ii) following a foreclosure or a transfer of the Property by deed in lieu thereof, the first subsequent transfer to a third-party; (e) A transfer of limited partnership interests in Developer; (f) Transfer of the Property pursuant to the terms of a purchase option or right of first refusal executed in connection with Developer’s amended and restated agreement of limited partnership; and
(g) The removal of the general partner of Developer as permitted under Developer’s Partnership Agreement.

9.14. Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and State of California laws.

9.15. Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the construction of the Property.

9.16. Control of Property. The parties acknowledge that the City has not at any time participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter.

EXHIBIT 5
City Council 68 – 54 6/21/2022
24 The Crossroads at Washington
City HOME Loan Agreement
Section 10. CONDITIONS FOR CONSTRUCTION
Developer shall comply with this Section until the Certificate of Completion is issued.

10.1. Permits and Approvals. Developer shall diligently obtain all permits, including all building permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction of the Property.

10.2. Commencement and Completion of Construction. The construction shall be considered complete for purposes of this Agreement only when: (a) all work described has been completed and fully paid for; and, (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations for use of the Property as an affordable rental housing development (including required final certificates of occupancy) have been obtained.

10.3. RESERVED.

10.4. Entry and Inspection. At all times prior to completion of the construction, upon reasonable notice of no less than 48 hours, City and their agents shall have: (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored; (b) the right to inspect all labor performed and materials furnished for the construction; and, (c) the right to inspect and copy all documents pertaining to the construction.

10.5. Compliance with Section 3 Clause. Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. 170lu, as amended by Section 915 of the Housing and Community Development Act of 1992, requires that economic opportunities generated by HUD financial assistance for housing and community development programs be targeted toward low- and very low- income persons. Whenever HUD assistance generates opportunities for employment or contracting, state and local grantees, as well as other recipients of HUD housing assistance funds must, to the greatest extent feasible, provide these opportunities to low- and very low- income persons and to businesses owned by or employing low- and very low- income persons. Section 3 applies to projects for which HUD’s share of project costs exceeds $200,000 and contracts and subcontracts awarded on projects for which HUD’s share or project costs exceeds $200,000 and the contract or subcontract exceeds $100,000.

For purposes of this Section 3 Clause and compliance thereto, whenever the word “contractor” is used it shall mean and include, as applicable, the Developer, and its contractor and subcontractor(s), if any. The particular text to be utilized in any and all contracts of any contractor doing work covered by Section 3 shall be in substantially the form of the following, as reasonably determined by the City, or as directed by HUD or its representative, and shall be executed by the applicable contractor under penalty of perjury:
(a) “The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (“Section 3”). The purpose of Section 3 is to ensure that EXHIBIT 5
City Council 68 – 55 6/21/2022
25 The Crossroads at Washington
City HOME Loan Agreement
employment and other economic opportunities generated by HUD assistance or HUDassisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons [inclusive of Very Low Income Persons, Very Low Income Households, and Very Low Income Tenants served by the Project], particularly persons who are recipients of HUD assistance for housing. (b) The parties to this contract agree to comply with HUD’s regulations in 24 CFR part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. (c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers’ representative of the contractor’s commitments under this Section 3 clause, and will post copies of notices in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number of job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of person(s) taking applications for each of the position; and the anticipated date the work shall begin.
(d) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135.
(e) The contractor will certify that any vacant employment positions, including training positions, that are filled (a) after the contractor is selected but before the contract is executed, and (b) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor’s obligations under 24 CFR part 135. (f) Noncompliance with HUD’s regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.”
After the foregoing Section 3 Clause, there shall be a signature block for the contractor, as applicable, the following text shall be included immediately above the signature block: “The contractor/provider by his/her signature affixed hereto declares under penalty of perjury that contractor has read the requirements of the Section 3 Clause and accepts all its requirements contained therein for all of his/her operations related to this contract.”
EXHIBIT 5
City Council 68 – 56 6/21/2022
26 The Crossroads at Washington
City HOME Loan Agreement
To the extent applicable, the Developer shall comply and/or cause compliance with Section 3 Clause requirements for the Project. For example, when and if Developer or its contractor(s)/subcontractor(s) hire(s) full time employees, rather than volunteer labor or materials, Section 3 is applicable and all disclosure and reporting requirements apply.

10.6. Construction Information. From time to time during the course of the construction, within ten (10) Business Days following City’s written demand therefore, Developer shall furnish requested reports of project costs, progress schedules and contractors’ costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal and accounting fees, insurance, architects’ and engineers’ fees, loan fees, interest during construction and contractors’ overhead.

10.7. Protection Against Liens. Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may reasonably require to release City from any obligation or liability with respect to such stop notice or claim. Nothing in this Section 10.7 shall limit or prohibit Developer’s right to contest any claim of lien, stop notice or claim described herein in good faith.

10.8. General Contractors who are Related Parties to the Developer. If the Project is developed with general contractors who are Related Parties to the Developer, the Developer must be audited to the subcontractor level by an outside auditing firm approved by the City. The Developer shall pay for the audit to the subcontractor level by an outside auditing firm.

Section 11. FEDERAL (HOME PROGRAM) COVENANTS

11.1. The Developer shall carry out the design, construction and operation of the Project, and operate the Program, in conformity with all applicable laws, regulations, and rules of governmental agencies having jurisdiction, including without limitation and to the extent applicable, the HOME Requirements and the legal requirements set forth in “Exhibit G” attached to this Agreement and the statutes referenced therein. For purposes of this paragraph, “HOME Requirements” mean the requirements of the HOME Investment Partnership Act, as amended (42 U.S.C. § 12741, et seq.), and the implementing regulations (24 C.F.R. § 92, et seq.), and the legal requirements summarized or referenced in Exhibit G attached hereto and incorporated herein by this reference.

EXHIBIT 5
City Council 68 – 57 6/21/2022
27 The Crossroads at Washington
City HOME Loan Agreement

11.1.5 Reserved.

11.2. Qualification as Affordable Housing. As more particularly provided in the Affordability Restrictions on Transfer of Property, Developer shall use, manage and operate the Property in accordance with the requirements of 24 CFR 92.252 so as to qualify the housing on the Property as Affordable Housing with affordable rents.

11.3. Tenant and Participant Protection. Developer shall comply with the requirements of 24 CFR 92.253.

11.4. Local Preference. Except with regard to persons experiencing homelessness referred off of the County of Orange coordinated entry system due to the layer of forty-three (43) PBVs provided by the Orange County Housing Authority, and subject to compliance with the HOME Regulations and applicable California and federal fair housing laws, and the requirements of Section 142(d) and Section 42 of the Internal Revenue Code local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by Section 142(d) and Section 42 of the Internal Revenue Code, HUD or the State of California, as well as the City of Santa Ana Affordable Housing Funds Policies and Procedures, the Developer shall give preference in leasing units in the following order of priority:
(a) First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following:
(i) A redevelopment project undertaken pursuant to
California’s Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund;
(ii) Ellis Act, owner-occupancy, or removal permit eviction; (iii) Earthquake, fire, flood, or other natural disaster; (iv) Cancellation of a Housing Choice Voucher HAP Contract by property owner; or
(v) Governmental Action, such as Code Enforcement.
(b) Second priority shall be given to persons who are either:
(i) Residents of Santa Ana; and/or
(ii) Working in Santa Ana at least 32 hours per week for at least the last 6 months.

11.5. Handicapped Accessibility. Developer shall comply with: (a) Section 504 EXHIBIT 5
City Council 68 – 58 6/21/2022
28 The Crossroads at Washington
City HOME Loan Agreement
of the Rehabilitation Act of 1973, and implementing regulations at 24 CFR 8C governing accessibility of projects assisted under the HOME Program; and, (b) the Americans with Disabilities Act of 1990, and implementing regulations at 28 CFR 35-36, in order to provide handicapped accessibility to the extent readily achievable.

11.6. Use of Debarred. Suspended, or Ineligible Participants. Developer shall comply with the provisions of 24 CFR 24 relating to the employment, engagement of services, awarding of contracts, or funding of any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status.

11.7. Maintenance of Drug-Free Workplace. Developer shall certify that Developer will provide a drug-free workplace in accordance with 24 CFR 84.13.

11.8. Lead-Based Paint. Developer shall comply with the requirements of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846) and implementing regulations at 24 CFR 35, as applicable.

11.9. Affirmative Marketing. Developer shall implement and perform such affirmative marketing procedures and requirements for the Property (24 CFR 92.351) in compliance with the City’s adopted Program.

11.10. Equal Opportunity and Fair Housing. Developer shall carry out the construction and perform its obligations under this Agreement in compliance with all of the state and federal laws and regulations regarding equal opportunity and fair housing described in 24 CFR 92.350.

11.11. Property Standards. Developer shall cause the Property to meet the housing quality standards set forth in 24 CFR 882.109, as well as all applicable local, state and federal codes and ordinances, including zoning ordinances.

11.12. Displacement and Relocation. Developer acknowledges and agrees that, pursuant to 24 CFR 92.253 and consistent with the other goals and objectives of this part, City must ensure that it has taken all reasonable steps to minimize the displacement of persons as a result of the Project. Furthermore, to the extent feasible, any existing residential tenants must be provided a reasonable opportunity to lease and occupy a suitable, decent, safe, sanitary and affordable dwelling unit on the Property upon completion of the construction. Developer agrees to cooperate fully and completely with City in meeting the requirements of 24 CFR 92.253 and shall take all actions and measures reasonably required by the Executive Director in connection therewith. All applicable state guidelines must also be followed.
(a) Developer acknowledges and agrees that if the Project requires temporary or permanent relocation of existing residential or commercial tenants it will hire a Relocation Consultant to provide relocation services, pursuant to the Uniform Relocation Act and Real Property Acquisition Policies Act of 1970 (“URA”) and 24 CFR 92.253. (b) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the City, Developer, and Relocation Consultant will meet periodically EXHIBIT 5
City Council 68 – 59 6/21/2022
29 The Crossroads at Washington
City HOME Loan Agreement
during the relocation to provide updates and review tenant files, including at Project approval and prior to final benefit calculations. The Developer and Relocation Consultant shall carry out activity in compliance with URA and the City’s Acquisition and Relocation Policy and Procedures Manual (“Manual”).
(c) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the Developer and Relocation Consultant shall maintain accurate records and files pertaining to the temporary and permanent relocation of tenants, in accordance with URA and the City’s Manual.
(d) If a Relocation Consultant is required to be retained pursuant to Section 11.12(a), the Developer and Relocation Consultant shall provide all relocation and tenant files to the City once relocation is complete at the Project. (e) Developer Responsible for Administration of Relocation.

Developer acknowledges that former tenants and occupants of the Property may be eligible for advisory assistance, monetary payments, and other benefits under the Relocation Laws.

Developer shall be fully responsible for administering determinations of eligibility, the extent of advisory assistance, and the scope and amount of benefits and monetary payments pursuant to the applicable Relocation Laws, subject to the right, but not obligation, to oversee Relocation by the City. Developer shall cause to be provided and shall pay Relocation assistance and benefits, if any, in accordance with and to the extent required by applicable Relocation Laws to each eligible tenant/occupant that is required to vacate the Property as a result of implementation of the Project. The City’s rights are limited to determining compliance with Relocation Laws. Developer is and shall remain solely responsible to pay all out-of-pocket costs for direct payments, if any, to eligible person(s), household(s) and business(es) for Relocation assistance and benefits due and paid and for any other costs incurred related to Relocation, including a Relocation consultant, and any and all costs or fees incurred therefor.
(f) Indemnification by Developer Relating to Relocation. Developer hereby covenants and agrees to indemnify, save, protect, hold harmless, pay for, and defend the Indemnitees from and against any and all liabilities, suits, actions, claims, demands, penalties, damages (including without limitation penalties, fines, and monetary sanctions), losses, costs, or expenses, including without limitation consultants’ and attorneys’ fees, or relocation benefits claimed or payable under the Relocation Laws (for purposes of this Section 11.12, the foregoing shall be referred to as “Liabilities”) which may now or in the future be incurred or suffered by Indemnitees by reason of, or resulting, in full or in part, or in any respect whatsoever from the Relocation of residents of the current site pursuant to or resulting from the implementation of this Agreement, except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement. At the request of Developer, the City shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, City liability, deficiency, fine, penalty, punitive damage, or expense; provided that City shall not be obligated to incur any expense in connection with such cooperation or assistance.

EXHIBIT 5
City Council 68 – 60 6/21/2022
30 The Crossroads at Washington
City HOME Loan Agreement
(g) Release. Developer, on behalf of itself and its affiliates, and any and all successors and assigns hereby fully and finally releases the Indemnitees from any and all manner of actions, causes of action, suits, obligations, liabilities, judgments, executions, debts, claims and demands of every kind and nature whatsoever, known and unknown, which Developer and any of its affiliates, successors or assigns may now have or hereafter obtain against the Indemnitees by reason of, arising out of, relating to, or resulting from in full or in part, the election of Developer to proceed with the Project pursuant to this Agreement except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement (collectively, “Claims”), which release shall include but not be limited to any Claims for Relocation assistance or benefits under federal, state, local, or any other applicable laws or Governmental Requirements, except to the extent arising out of the gross negligence or willful misconduct of any of the Indemnitees or a breach by the City of any representation, warranty or covenant contained in this Agreement. The parties agree that, with respect to the release of Claims as set forth above, all rights under Section 1542 of the California Civil Code and any similar law of any state or territory of the United States are expressly waived. Section 1542 reads as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

11.13. Other Program Requirements. Developer shall carry out each activity in compliance with all federal laws and regulations described in subpart H of 24 CFR 92, except that Developer does not assume City's responsibilities for environmental review in 24 CFR 92.352 or the intergovernmental review process in 24 CFR 92.359.

11.14. Request for Disbursements of Funds. Notwithstanding anything contained in this Agreement to the contrary, Developer may not request disbursements of funds under this Agreement until the funds are needed for payment of eligible costs (such funds shall be used solely towards the acquisition and construction of the Property). The amount of each request shall be limited to the amount needed.

11.15. Eligible Costs. Developer shall use HOME Funds to pay costs defined as "eligible costs" pursuant to 24 CFR 92.206.

11.16. Records and Reports. Developer shall maintain and from time to time submit to City such records, reports and information as the Executive Director may reasonably require in order to permit City to meet the record keeping and reporting requirements required of it pursuant to 24 CFR 92.508.

11.17. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Developer shall comply with the requirements and standards of 2 CFR 200.

11.18. Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth at 24 CFR 570.611, as well as state regulations EXHIBIT 5
City Council 68 – 61 6/21/2022
31 The Crossroads at Washington
City HOME Loan Agreement
pertaining to conflict of interest.

11.19. Monitoring. Developer shall allow the City to conduct periodic inspections of the City’s HOME assisted units on the Property as required by the Program after the date of construction completion, with reasonable advance written notice of not less than 48 hours. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within two weeks of written notice thereof, or such longer period as is reasonable within the sole discretion of the City.

Not less than once per year, the City shall review Developer’s activities and operations under the Agreement and Developer’s compliance with the HOME Requirements. Such review may include an on-site inspection of the Project units (including unit interiors). If such an on-site inspection of the Project units is to be undertaken, the City shall coordinate such inspection with Developer. The monitoring required pursuant to this paragraph shall be in compliance with the requirements of 24 C.F.R. § 92.504.

11.20. Recertification of Tenant Income.
(a) Developer shall take all necessary steps to review the income of all tenants prior to renting to them, as well as reviewing current tenants on an annual basis, in accordance with HOME regulations and guidelines. Every fifth (5th) year, Developer shall require new original income documents to be submitted by tenants. Tenants in the City’s HOME assisted units whose incomes no longer comply with federal income guidelines shall have their rents adjusted in accordance with federal HOME guidelines (24 CFR

92.252-92.253).
(b) HOME assisted units continue to qualify as affordable housing despite a temporary non-compliance caused by increases in the incomes of existing tenants if actions satisfactory to HUD are being taken to ensure that all vacancies are filled in accordance with this section (24 CFR 92.252-92.253) until the non-compliance is corrected.

11.21. Other HOME Program Requirements. Developer shall comply with all other applicable requirements of the HOME Program.

11.22. Controlling Covenants. If there is a discrepancy between State of California and Federal law with regard to any of the aforementioned covenants, the more stringent shall apply.

11.23. Faith Based Activities. To the extent applicable to the Project, in accordance with 24 CFR 92.257, Developer will comply with the restrictions on the use of HOME funds for faith based activities as set forth in Section 92.257.

Section 12. MAINTENANCE, MANAGEMENT, OPERATION,

PRESERVATION AND REPAIR OF PROPERTY

12.1. Maintenance. Developer shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Developer is otherwise EXHIBIT 5
City Council 68 – 62 6/21/2022
32 The Crossroads at Washington
City HOME Loan Agreement
required to maintain) in good condition and repair; shall operate the Property in a businesslike manner; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests under the Loan Documents. Without limiting the generality of the foregoing, and except as otherwise agreed by City in writing from time to time, Developer shall promptly and faithfully perform and observe each of the following provisions:

12.2. Alterations and Repair. Developer shall not remove, demolish or materially alter any Improvement without City’s prior consent, except to make nonstructural repairs that preserve or increase the Property's value, and shall promptly restore, in a good and professional manner, any Improvement (or other aspect or portion of the Property) that is damaged or destroyed from any cause.

12.3. Compliance. Developer shall comply with all laws and requirements of Governmental Authority (including, without limitation, all requirements relating to the obtaining of Governmental Authority approvals), all Governmental Authority approvals and all rights of third parties, relating to Developer, the Property or Developer's business thereon.

12.4. Taxes and Impositions. Developer shall pay, prior to delinquency, all of the following (collectively, the "Impositions"): (a) all general and special real property taxes and assessments imposed on the Property; (b) all other taxes and assessments and charges of every kind that are assessed upon the Property (or upon the owner and/or operator of the Property) and that create or may create a lien upon the Property (or upon any personal property or fixtures used in connection with the Property), including, without limitation, non-governmental levies and assessments pursuant to applicable covenants, conditions or restrictions; and (c) all license fees, taxes and assessments imposed on City (other than City's income or franchise taxes) which are measured by or based upon (in whole or in part) the amount of the obligations secured by the Property. If permitted by law, Developer may pay any Imposition in installments (together with any accrued interest).

12.5. Right to Contest. Developer shall not be required to pay any Imposition so long as: (a) its validity is being actively contested in good faith and by appropriate proceedings; (b) Developer has demonstrated to City's reasonable satisfaction that leaving such Imposition unpaid pending the outcome of such proceedings could not result in conveyance of the Property in satisfaction of such Imposition or otherwise impair City’s interests under the Loan Documents; and, (c) Developer has furnished City with a bond or other security satisfactory in an amount not less than 100% of the applicable claim (including interest and penalties).

12.6. Evidence of Payment. Upon demand by City from time to time, Developer shall deliver to City, within thirty (30) days following the due date of any Imposition, EXHIBIT 5
City Council 68 – 63 6/21/2022
33 The Crossroads at Washington
City HOME Loan Agreement
evidence of payment reasonably satisfactory to City.

12.7. Books, Records and Annual Statement. Developer shall maintain complete books of account and other records reflecting the construction and operation of the Project in accordance with generally accepted accounting principles applied on a consistent basis. During the Term of Agreement, the amount of the Residual Receipts shall be determined on the basis of an annual audited financial statement (”Annual Statement”), for the preceding year, beginning with the first year of operation of all or any part of the Project, prepared at the Developer’s expense by an independent certified public account firm acceptable to the City. Such Annual Statement shall be prepared based on the guidelines, and taking into account the information, set forth on Exhibit C, attached hereto and incorporated herein. During the Term of Agreement, the Developer shall submit the Annual Statement and any payment to the City not later than one hundred twenty (120) days after closing of the Developer’s previous year’s books. The first Annual Statement submitted by the Developer for the City/HOME Loan shall include the period from the Completion of Construction to the close of that year’s books. The City shall review and approve such statement (such approval not to be unreasonably withheld or delayed), or request revisions, within ninety (90) days after receipt. In the event that Developer’s calculation of Residual Receipts is found to be incorrect as a result of a City review, and has underreported, Developer shall pay to the City the full amount of additional amounts owed within thirty (30) days of notice of such error. The terms of this subsection shall not be the exclusive method by which the City may review Residual Receipts payments by the Developer. In the event the discovery occurs at any time subsequent to the ninety (90) day period for that year’s books, Developer shall pay to the City the full amount of such additional amounts owed within thirty (30) days after the error is discovered.

Notwithstanding the foregoing, no previous action or inaction by the City shall prohibit the City from requesting repayment of any unpaid, owed amounts of Residual Receipts at any time during the term of this Agreement or thereafter within ten (10) years of when such unpaid Residual Receipts were due. The Developer shall pay to the City the full amount of such additional amounts owed within thirty (30) days of notice of such errors for periods prior to the previous year.

12.8. Project Operating Account. Developer shall establish an interest bearing account to be known as the Operating Reserve Account. Upon the Conversion Date, Developer shall deposit an amount into the Operating Reserve Account sufficient to pay at least three (3) months of operating expenses and three (3) months of mandatory debt service payments (“Target Balance”), or such greater amount as may be required by a senior lender or tax credit investor.

Funds shall be invested subject to the prior written approval of the City, and any earnings shall become and remain a part of the Operating Reserve. Funds may be drawn only when revenue is insufficient to pay operating expenses and may be used as permitted under Borrower’s Partnership Agreement. At the time of any withdrawals from the Operating Reserve Account, written notice shall be provided to the City which provides a detailed narrative of the nature of the operating deficits that are being cured, including all necessary amounts to cure them.

EXHIBIT 5
City Council 68 – 64 6/21/2022
34 The Crossroads at Washington
City HOME Loan Agreement
If the balance in the Operating Reserve Account falls below the amount required to pay three (3) months of operating expenses and three (3) months of mandatory debt service payments, then Developer shall apply Residual Receipts, when and if available, or other funds, to the replenishment of Operating Reserves until the Target Balance is achieved.

12.9. Replacement Reserve Account. At or before the Conversion Date, Developer shall establish an interest bearing account to be known as the Replacement Reserve Account. Annually prior to March 31 of each year, Developer shall deposit into the Replacement Reserve Account an amount equal to a minimum of two hundred fifty dollars ($250) per unit but shall not exceed five hundred dollars ($500) per unit, which amounts may increase by 3% annually, or such higher amount as may be required by the Tax Credit Investor or Senior Lender and approved by City; provided, however, that City acknowledges that the Tax Credit Investor and/or Senior Lender will require an annual deposit of funds into the Replacement Reserve Account for all units, and City hereby approves such requirement and agrees that any replacement reserve established by Developer and held by the Tax Credit Investor and/or Senior Lender shall satisfy the requirements of this Section 12.9. The funds in the Replacement Reserve Account shall be held in an interest bearing account , subject to the prior written approval of the City, and any earnings shall become and remain a part of the Replacement Reserve. The Developer shall not draw funds from the Replacement Reserve Account without the prior written approval of the City.

Funds may only be drawn from the Replacement Reserve Account to replace or maintain Project assets that have a useful life of more than one (1) year in accordance with Generally Accepted Accounting Principles (“GAAP”), and have been or will be depreciated on the Partnership Tax Return, Form 1040P, filed with the Internal Revenue Service by the Developer’s accountant.

In the event of a failure by the Developer to adequately maintain the Project, or pay operating expenses, mandatory debt service payments, or other payments required under the Loan Documents or Senior Loan Documents, or during the continuance of an event of default by Developer under the Loan Documents or Senior Loan Documents that would provide for the acceleration of the City/HOME Loan or Senior Loan, then the City may, after delivery of notice to Developer and the expiration of any applicable cure periods and subject to the rights of any Senior Lender, apply the funds in the Replacement Reserve Account to the City/HOME Loan, the Senior Loan, or use such funds for the maintenance, improvement, or continued operation of the Project.

Section 13. NONDISCRIMINATION COVENANTS

13.1. Obligation to Refrain from Discrimination. Developer covenants and agrees that:
(a) In Use of Property. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, mental or physical disability, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall EXHIBIT 5
City Council 68 – 65 6/21/2022
35 The Crossroads at Washington
City HOME Loan Agreement
Developer or any person claiming under or through it, 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 vendors of the Property.
(b) In Affordable Housing Restrictions. The foregoing covenant shall:
(a) be included in the Affordability Restrictions on Transfer of Property; (b) run with the land; and, (c) remain effective for the term of the Agreement. (c) In Employment. In construction of the Property, Developer shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, mental or physical disability, national origin, or ancestry. Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.
(d) In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor and subcontractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

Section 14. ENVIRONMENTAL MATTERS

14.1. Representation and Warranty. Except as disclosed in writing to the City including the Environmental Reports prepared on behalf of Developer and delivered to the City, and except for the Existing Hazardous Materials (as such term is defined in the Ground Lease) Developer has no knowledge: (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials in violation of applicable law, or of the transportation to or from the Property of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property; or, (c) that there are any underground storage tanks located in, on or under the Property.

14.2. Compliance with Environmental Laws. Developer shall: (a) comply with all environmental laws and environmental permits applicable to the Construction of the Property; (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance; (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law; and, (d) obtain and renew all environmental permits required for ownership or use of the Property.

14.3. Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine construction, operation and maintenance of the Property.

14.4. Notice of Environmental Matters. Developer shall immediately advise EXHIBIT 5
City Council 68 – 66 6/21/2022
36 The Crossroads at Washington
City HOME Loan Agreement
City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property; (b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer.

14.5. Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and their respective officers, directors, employees and agents (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property other than arising from the gross negligence, willful misconduct and/or illegal actions of any Indemnitee and the Existing Hazardous Materials (as such term is defined in the Ground Lease).

Section 15. OTHER AFFIRMATIVE COVENANTS
While any obligation of Developer under the City/HOME Loan Note or Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that the Executive Director otherwise consents in writing:

15.1. Existence. Developer’s Managing General Partner shall maintain its existence in good standing under the laws of the State of California, and Developer shall provide documentation of such status annually to the City.

15.2. Protection of Lien. Developer shall maintain the lien of the City Deed of Trust as a valid second priority deed of trust on the Property and take all actions, and execute and deliver to City all documents, reasonably required by City from time to time in connection therewith.

15.3. Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following:
(a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $25,000; and any litigation or claim that might subject Developer or any general partner of Developer to liability in excess of $50,000, whether covered by insurance or not;
(b) any material dispute between Developer and a Governmental Authority relating to the Property, the adverse determination of which would reasonably be expected to have a material adverse effect on the Property; (c) any change in Developer's principal place of business; EXHIBIT 5
City Council 68 – 67 6/21/2022
37 The Crossroads at Washington
City HOME Loan Agreement
(d) any aspect of the Improvements that is not in substantial conformity with the plans or code;
(e) any Event of Default or event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document;
(g) the creation or imposition of any mechanics’ or materialmans’ lien or other lien against the Property which might materially affect the Property; and/or (h) any material adverse change in the financial condition of Developer.

15.4. Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents; to protect and further the validity, priority and enforceability of the City Deed of Trust; to subject to the Deed of Trust any property intended by the terms of any Loan Document(s) to be covered by the City Deed of Trust or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Notwithstanding anything to the contrary set forth herein, the Developer shall have no obligation to execute any document, or take any action, which would: (i) change a material term of any Loan Document; (ii) change or impair any material right of Developer; and/or, (iii) increase the liability of Developer or any partner thereof.

15.5. Annual Financial Statements. Developer shall deliver to City, within one hundred twenty (120) days after the end of each Calendar Year following issuance of a Certificate of Completion: (a) a certified public accountant reviewed balance sheet for Developer as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Developer and for Developer's operations in connection with the Property for such Calendar Year, together with all supporting schedules; (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements; and, (c) a certificate of Developer's Managing General Partner that such documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City; (ii) fairly present Developer's financial condition; (iii) show all material liabilities, direct and contingent; and, (iv) fairly present the results of Developer's operations. Developer shall also provide the City with any other annual audit reports issued by other monitoring agencies upon written request.

15.6. Audits and Access to Records. Developer agrees that City, the U.S.

Department of Housing and Urban Development, the Comptroller General of the United EXHIBIT 5
City Council 68 – 68 6/21/2022
38 The Crossroads at Washington
City HOME Loan Agreement
States or any of their authorized representatives shall have the right of access, upon reasonable notice, to any books, documents, papers, or other records of Developer that are pertinent to this Agreement in order to make audits, examinations, abstracts, excerpts or transcripts. Developer will maintain all books and records pertaining to this Agreement for a period of not less than five (5) years after all matters pertaining to this Agreement (i.e., audit, disputes or litigation) are resolved in accordance with applicable federal or state laws, regulations or policies, and when a period of affordability or recapture applies to Developer's activities, for a period of not less than five (5) years after the Affordability Period ends.

Section 16. OTHER NEGATIVE COVENANTS
While any obligation of Developer under the City/HOME Loan Note or City/HOME Loan Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that the Executive Director otherwise consents in writing:

16.1. Default on Senior Loan. Developer shall not default on any of the Senior Loan Documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure.

16.2. Sale or Lease of Property. Unless and until Developer has received a Certificate of Completion for the construction from City, except for a Permitted Transfer, Developer shall not sell, lease, sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the Executive Director, which consent may be withheld in the Executive Director's sole and absolute discretion. In connection with the foregoing consent requirements, Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction.

Notwithstanding anything to the contrary contained herein, a "transfer” shall not include: (i) a transfer of any general partner’s interest in Developer when made in connection with the exercise by the Developer’s Limited Partner of its rights upon a default by a general partner under the Developer’s Partnership Agreement or upon a general partner’s withdrawal in violation of the Partnership Agreement, so long as the removal and substitution of the defaulting general partner is made within thirty (30) days of such default or, if such removal and substitution cannot reasonably be completed within thirty (30) days, so long as the Limited Partner commences to take action to remove and substitute the general partner with a reasonable period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the Property to the managing general partner of Developer pursuant to the right of first refusal or to the general partners of Developer pursuant to the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner’s interest in accordance with the Partnership Agreement; and, (iv) any sale, transfer or other disposition of an interest in a limited partner of the Developer.

EXHIBIT 5
City Council 68 – 69 6/21/2022
39 The Crossroads at Washington
City HOME Loan Agreement
Section 17. CERTIFICATE OF COMPLETION
Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City shall issue a certificate of completion (“Certificate of Completion”). Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction.

If City declines to furnish a Certificate of Completion after written request from Developer, the Executive Director shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action(s) Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the Construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the Executive Director in the amount of the fair value of the uncompleted work.

A Certificate of Completion is not evidence of compliance with or satisfaction of the Loan Documents or any obligation of Developer to any other party whatsoever, including any holder of a mortgage or deed of trust. A Certificate of Completion is not "notice of completion” referred to in Section 3093 of the California Civil Code.

A Certificate of Occupancy issued by the City will also meet the same purpose and requirement as the Certificate of Completion.

Section 18. INDEMNIFICATION

18.1. Nonliability of City. Developer acknowledges and agrees that:
(a) The relationship between Developer and City is and shall remain solely that of borrower and lender, City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work, (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them, or (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of any Loan Document: (i) the City is not a partner, joint venture, alter-ego, manager, controlling person or other business associate or participant of any kind of Developer and City does not intend to ever assume any such status; (ii) City’s activities in connection with the City/HOME Loan shall not be “outside the scope of the activities of a lender of money” within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a participant in any acts, EXHIBIT 5
City Council 68 – 70 6/21/2022
40 The Crossroads at Washington
City HOME Loan Agreement
omissions or decisions of Developer;
(c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer’s agents, employees, independent contractors, licensees or invitees; or, (iii) any accident on the Property or any fire or other casualty or hazard thereon; and
(d) By accepting or approving anything required to be performed or given to City under the Loan Documents, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone.

18.2. Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to:
(i) a breach of this Agreement by Developer; (ii) the making of the City/HOME Loan; (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property; or, (vi) the ownership, occupancy or use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City with respect to the consequences of any act of illegal conduct, gross negligence or willful misconduct of City. Developer's obligations under this Section shall survive the cancellation of the City/HOME Loan Note, release and reconveyance of the City Deed of Trust, issuance of the Certificate of Completion, and termination of this Agreement.
(a) Notwithstanding the foregoing, neither Developer, nor any of its partners, shall be personally liable for any indemnification obligation hereunder which would result as the repayment of principal and/or interest under the City/HOME Loan. (b) To the fullest extent permitted by law, the Developer agrees to indemnify, hold harmless and defend the City and its elected officials, officers, governing members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from and against any and all losses, damages, claims, actions, liabilities, reasonable costs and expenses of any and every conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject to under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to:
(i) the Loan Documents or the execution or amendment thereof or in connection with the transactions contemplated thereby; EXHIBIT 5
City Council 68 – 71 6/21/2022
41 The Crossroads at Washington
City HOME Loan Agreement
(ii) Developer’s ownership or operation of the Project or any act or omission of the Developer or any of its agents, contractors, servants, employees or licensees in connection with the City/HOME Loan or the Project, the operation of the Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, installation, operation or rehabilitation of, the Project or any part thereof; (iii) any lien or charge upon payments by the Developer to the City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the City in respect of any portion of the Project;
(iv) any violation of any environmental law, rule or regulation with respect to, or the release of any toxic substance from the Project or any part thereof; (v) any untrue or misleading statement of a material fact by the Developer contained in any Loan Document or any of the documents or instruments relating to said Loan Documents that the City relied upon in making the City/HOME Loan, except to the extent such damages are caused by the gross negligence or willful misconduct of such Indemnified Party. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Developer, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment and payment for counsel selected by the Indemnified Party, and shall assume the payment of all reasonable expenses related thereto, with full power to litigate, compromise or settle the same; provided that the Indemnified Party shall have the right to review and approve or disapprove in its reasonable discretion any such compromise or settlement; and,
(vi) Notwithstanding anything in this Section 18.2 to the contrary, if judgment is entered against Developer and City by a court of competent jurisdiction because of the concurrent active negligence of City or Indemnified Parties, Developer and City agree that liability will be apportioned as determined by the court.

Neither Party shall request a jury apportionment.

18.3. Reimbursement of City. Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Loan Documents and all related matters including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Loan Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20) days after City gives written demand to Developer at the rate of Interest defined in the Note and shall be secured by the City Deed of Trust. Such reimbursement obligations shall survive the cancellation of the City/HOME Loan Note, release and reconveyance of the City/HOME Loan Deed of Trust, issuance of a Certificate of Completion, and termination of this Agreement EXHIBIT 5
City Council 68 – 72 6/21/2022
42 The Crossroads at Washington
City HOME Loan Agreement
Subsequent to the making and disbursement of this Loan, the Developer shall pay for any subsequent revisions, transfers, extensions, renewals, modifications, refinancing or "workouts," and providing estoppels or subordinations of the City/HOME Loan (collectively, “Changes”), and in the exercise of any of City's rights or remedies under this Agreement. The City will receive from Developer in connection with any request by Developer for a Change, a nonrefundable fee in the amount of Five Hundred Dollars ($500) and Developer shall reimburse City for all of the City’s reasonable out-of-pocket expenses (including reasonable attorney’s fees) incurred in the administration and review of such Changes, to the extent such expenses exceed Five Hundred Dollars ($500).

Section 19. INSURANCE, CASUALTY AND CONDEMNATION

19.1. Prior to undertaking performance of work under this Agreement, Developer shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance – Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), or if Developer has no owned autos, hired (Code 8), and non-owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability (Errors & Omissions): Insurance appropriate to the Developer’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

5. Broader Coverage: If Developer maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Developer. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be EXHIBIT 5
City Council 68 – 73 6/21/2022
43 The Crossroads at Washington
City HOME Loan Agreement
available to the City.
b. Other Insurance Provisions – The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Developer including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to Developer’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 forms if later revisions used).

2. Primary Coverage: For any claims related to this Agreement, Developer’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Developer’s insurance and shall not contribute with it.

3. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.

4. Waiver of Subrogation: Developer hereby grants to City a waiver of any right to subrogation which any insurer of said Developer may acquire against the City by virtue of the payment of any loss under such insurance. Developer agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require Developer to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

7. Claims Made Policies: If any of the required policies provide coverage on a claims-made basis:

EXHIBIT 5
City Council 68 – 74 6/21/2022
44 The Crossroads at Washington
City HOME Loan Agreement
i. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work.
ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work.
iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Developer must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

8. Verification of Coverage: Developer shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Developer’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time.

9. Subcontractors: Developer shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Developer shall ensure that City is an additional insured on insurance required from subcontractors.

10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances.

19.2. Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or other taking for public or quasi-public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed.

19.3. Delivery of Proceeds to City. If the proceeds from any casualty insurance is in excess of $500,000, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt.

EXHIBIT 5
City Council 68 – 75 6/21/2022
45 The Crossroads at Washington
City HOME Loan Agreement

19.4. Application of Casualty Insurance Proceeds. Subject to the rights of the Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the damage for which the Proceeds are collected:
(a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within two years (or such longer time period reasonably determined by City), to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of: (i) plans and specifications reasonably satisfactory to City; and, (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City.
(b) To the extent that the Proceeds are insufficient to accomplish the restoration required above, Developer shall deliver to City (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed in the same manner as the Proceeds. (c) Developer shall execute such documents as City reasonably requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property.
(d) No Event of Default shall remain uncured.

19.5. Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by City and disbursed in accordance with then customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by City against any obligations to City that are secured by a lien on the Property, as they elect in their sole and absolute discretion.

19.6. Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within ninety (90) days, unless extended, following the date on which the damage occurs, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in their sole and absolute discretion, subject to the rights of the Senior Lender.

19.7. Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver EXHIBIT 5
City Council 68 – 76 6/21/2022
46 The Crossroads at Washington
City HOME Loan Agreement
such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City’s reasonable judgment Developer’s security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to reduce the unpaid obligations secured in such order as City may determine, and without any adjustment in the amount or due dates of payments due under the City/HOME Loan Note. If so applied, any award in excess of the unpaid balance of the City/HOME Loan Note and other sums due to City shall be paid to Developer or Developer’s assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding.
(a) Notwithstanding the foregoing, as long as the Developer is not in default under the Loan Documents, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project.

Section 20. DEFAULTS AND REMEDIES

20.1. Events of Default. The occurrence of any of the following, whatever the reason therefore, shall constitute an Event of Default by Developer:
(a) Developer fails to make any payment of principal or interest under the City/HOME Loan Note when due, and such failure is not cured within thirty (30) Business Days after Developer's receipt of written notice that such payment was not received when due;
(b) Developer fails to perform any other obligation for the payment of money under any Loan Document, and such failure is not cured within thirty (30) Business Days after Developer's receipt of written notice that such obligation was not performed when due;
(c) Developer fails to perform any obligation (other than the obligations described in subparagraphs (a) and (b) above) under any Loan Document, and such failure is not cured within thirty (30) days after Developer's receipt of written notice that such obligation was not performed; provided that, if cure cannot reasonably be effected within such thirty (30)-day period, such failure shall not be an Event of Default so long as Developer (in any event, within ten (10) days after receipt of such notice) commences to cure, and thereafter diligently (in any event within one hundred and twenty (120) days after receipt of such notice) prosecutes such cure to completion; (d) Any representation or warranty in any Loan Document proves to have been incorrect in any material respect when made;
(e) Reserved;
(f) Work on the construction ceases for ninety (90) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God or any other deity, quarantine restrictions, epidemics, supply shortages, strikes or other causes EXHIBIT 5
City Council 68 – 77 6/21/2022
47 The Crossroads at Washington
City HOME Loan Agreement
beyond Developer's reasonable control), provided that the same do not, in the aggregate and in the City’s reasonable judgment, threaten to delay the completion of the construction beyond the required completion date set forth in this Agreement; (g) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the improvements and such injunction or prohibition continues unstayed for ninety (90) days or more for any reason; (h) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the Executive Director's prior written consent;
(i) Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; (j) Any of the Senior Loan documents is amended, supplemented or otherwise modified without City's prior written consent, to the extent the City’s consent is required pursuant to any subordination agreement between the City and the Senior Lender; (k) Senior Loan Document Breach. Any default or breach of Developer that continues uncured after the expiration of any applicable cure period under any other loan document including, but not limited to, the Senior Loan Documents (including but not limited to the Senior Loan Deed of Trust);
(l) Voluntary Suspension. The voluntary suspension of Developer's business or the dissolution or termination of the Partnership (if any) constituting Developer;
(m) Unauthorized Transfer. Developer’s sale or other transfer of the Property or the Project in violation of such terms herein; (n) Fraud or Material Misstatement or Omissions. Any fraudulent act or intentional material omission of Developer's, or intentional material misrepresentation of Developer's, pertaining to or made in connection with the City/HOME Loan, Loan Documents or the Project; or,
EXHIBIT 5
City Council 68 – 78 6/21/2022
48 The Crossroads at Washington
City HOME Loan Agreement
(o) Project Monies. Developer’s intentional misapplication or embezzlement of Project monies.

20.2. Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following:
(a) By written notice to Developer, declare the principal of all amounts owing under the Loan Documents, together with all accrued interest and other amounts owing in connection therewith, to be immediately due and payable, regardless of any other specified due date; provided that any Event of Default described in Section 20.1 shall automatically, without notice or other action on City's part, cause all such amounts to be immediately due and payable;
(b) In its own right or by a court-appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds;
(c) Exercise any of its rights under the Loan Documents and any rights provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, all in such order and manner as City elects in its sole and absolute discretion; (d) Suspend or terminate the award of HOME funds if Developer fails to comply with any term of that award; and,
(e) Right to Cure at Developer's Expense. The City shall have the right to cure any monetary Event of Default by Developer under a loan other than the City/HOME Loan. The Developer agrees to reimburse the City for any funds advanced by the City to cure a monetary default by Developer upon demand therefore, together with interest thereon at the rate of twelve percent (12%) per annum (which rate shall in no event exceed the maximum rate permitted by law and if it does, said rate shall be reduced to the maximum rate then permitted by law), from the date of expenditure until the date of reimbursement.

20.3. Cumulative Remedies: No Waiver. City's rights and remedies under the Loan Documents are cumulative and in addition to all rights and remedies provided by law.

The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Loan Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by EXHIBIT 5
City Council 68 – 79 6/21/2022
49 The Crossroads at Washington
City HOME Loan Agreement
City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights.

20.4. Nonrecourse Liability. Neither Developer, nor any other party, including any partner of Developer, shall have any personal liability under this Agreement, or the attached City/HOME Loan Note and City/HOME Loan Deed of Trust, and any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay the City/HOME Loan or any other amount evidenced or secured by such documents shall be enforceable against Developer only to the extent of Developer’s interest in the Property.

20.5. Limited Partner Cure. The City shall provide the Developer’s Limited Partner with an opportunity to cure any default. Any cure made or tendered by Limited Partner shall be accepted as if made by Developer.

Section 21. MISCELLANEOUS

21.1. Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the City/HOME Loan or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under the Loan Documents; or, (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under the Loan Documents.

21.2. Notices. All notices, demands, approvals and other communications provided for in the Loan Documents shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows:

If to Developer: Washington Santa Ana Housing Partners, L.P. c/o The Related Companies of California, LLC
19201 Von Karman Avenue, Suite 900
Irvine, CA 92612
Attention: President
c/o A Community of Friends
3701 Wilshire Boulevard, Suite 700
Los Angeles, CA 90010
Attention: Dora Leong Gallo
President and Chief Executive Officer
With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street, 64th Floor
EXHIBIT 5
City Council 68 – 80 6/21/2022
50 The Crossroads at Washington
City HOME Loan Agreement
Los Angeles. CA 90071
Attention: Lance Bocarsly, Esq.

With a copy to: U.S. Bancorp Community Development Corporation 1307 Washington Ave., Suite 300
St. Louis, MO 63103
USB Project No: 28339
Attn: Director of LIHTC Asset Management
If to City: City of Santa Ana
Executive Director (CDA)
20 Civic Center Plaza (M-26)
P .0. Box 1988
Santa Ana, California 92702
With a copy to: City Attorney
City of Santa Ana
20 Civic Center Plaza, 7th Floor (M-29)
Santa Ana, California 92702
Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non-receipt of any notice as the result of a change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such notice.

21.3. Survival of Representations and Warranties. All representations and warranties in the Loan Documents shall survive the making of the City/HOME Loan described herein and have been or will be relied on by City notwithstanding any investigation made by either party.

21.4. No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof.

21.5. Reserved.

21.6. Prior Agreements; Amendments; Consents. This Agreement (together with the other Loan Documents) contains the entire agreement between the City and Developer with respect to the City/HOME Loan and the Property, and all prior negotiations, understandings and agreements are superseded by this Agreement and such other Loan Documents. No modification of any Loan Document (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given.

EXHIBIT 5
City Council 68 – 81 6/21/2022
51 The Crossroads at Washington
City HOME Loan Agreement

21.7. Governing Law. All of the Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California and Federal law, whichever is more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement or the Loan Documents. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue.

21.8. Severability of Provisions. No provision of any Loan Document that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of the Loan Documents are hereby declared to be severable.

21.9. Headings. Article and section headings are included in the Loan Documents for convenience of reference only and shall not be used in construing the Loan Documents.

21.10. Conflicts. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in both such documents, the fact that one document provides for greater, lesser or different rights or obligations than the other shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed.

21.11. Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein.

21.12. Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement that is prohibited by law.

21.13. Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement.

21.14. Reserved.

21.15. Plans and Data. As additional collateral for the City/HOME Loan, Developer hereby grants to the City a security interest in all plans and data concerning the Property, subject to the rights of any Senior Lender. Such right of City shall be subject to any right of the preparer of the plans to their use.

21.16. Authority to Enter Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

EXHIBIT 5
City Council 68 – 82 6/21/2022
52 The Crossroads at Washington
City HOME Loan Agreement
{signatures on following page}
EXHIBIT 5
City Council 68 – 83 6/21/2022
EXHIBIT 5
City Council 68 – 84 6/21/2022
53 The Crossroads at Washington
City HOME Loan Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement.

DEVELOPER
Washington Santa Ana Housing Partners, L.P.,
a California limited partnership
By: Related/Washington Santa Ana Development Co., LLC,
a California limited liability company,
its Administrative General Partner
By:________________________________
Frank Cardone, President
By: Supportive Housing LLC,
a California limited liability company,
its Managing General Partner
By:A Community of Friends,
a California nonprofit public benefit corporation,
its sole member/manager
By: ________________________________
Dora Leong Gallo,
President and Chief Executive Officer
EXHIBIT 5
City Council 68 – 85 6/21/2022
54 The Crossroads at Washington
City HOME Loan Agreement
ATTEST: CITY OF SANTA ANA
___________________________ _______________________
Daisy Gomez Kristine Ridge
Clerk of the Council City Manager
Dated: Dated:

APPROVED AS TO FORM:

SONIA R. CARVALHO, City Attorney
By: ________________________
Ryan O. Hodge
Assistant City Attorney
Dated:

RECOMMENDED FOR APPROVAL:
_______________________________
Steven A. Mendoza
Executive Director
Community Development Agency
June 13, 2022
EXHIBIT 5
City Council 68 – 86 6/21/2022
55 The Crossroads at Washington
City HOME Loan Agreement

EXHIBITS
A. Legal Description
B. Scope of Work
C. Project Budget
D. City/HOME Loan Deed of Trust
E. City/HOME Loan Note
F. Affordability Restrictions on Transfer of Property
G. Additional Terms and Conditions Federal HOME Investment Partnership (HOME) Funds
EXHIBIT 5
City Council 68 – 87 6/21/2022
Exhibit A:

Legal Description
EXHIBIT 5
City Council 68 – 88 6/21/2022
Exhibit A
Legal Description (After Lot Merger)
PARCEL 1:

THAT PORTION OF THE RANCHO SANTIAGO DE SANTA ANA IN THE CITY OF

SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA PER MAP RECORDED IN BOOK 3 PAGE 420 OF PATENTS, RECORDS OF LOS ANGELES COUNTY IN THE

OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST TERMINUS OF THAT CERTAIN COURSE ON THE

SOUTHWEST LINE OF SAID LAND SHOWN AS HAVING A BEARING AND DISTANCE OF “NORTH 60°05’57” EAST 133.86 FEET” PER RECORD OF SURVEY NO. 2002-1059 RECORDED IN BOOK 194 PAGES 28 THROUGH 36 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA; THENCE ALONG SAID SOUTHWEST LINE NORTH 60°05'57" EAST, 133.81 FEET; THENCE NORTH 64°53'54" EAST, 193.71 FEET;
THENCE NORTH 21°00'44" WEST, 62.74 FEET;
THENCE NORTH 21°00'43" WEST, 224.19 FEET;
THENCE NORTH 32°46'09" WEST, 150.43 FEET TO THE BEGINNING OF A NONTANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 45.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 82°28'26" EAST; THENCE SOUTHERLY ALONG SAID CURVE, 166.04 FEET, THROUGH A CENTRAL ANGLE OF 211°24'37" TO THE BEGINNING OF A REVERSE CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 71.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 66°06'57" EAST;
THENCE NORTHEASTERLY ALONG SAID CURVE, 52.77 FEET, THROUGH A CENTRAL ANGLE OF 42°35'14";
THENCE NORTH 55°21'04" WEST, 25.14 FEET;
THENCE SOUTH 00°16'37" WEST, 621.36 FEET TO THE POINT OF BEGINNING.

EXHIBIT 5
City Council 68 – 89 6/21/2022
Exhibit B:

Scope of Work
EXHIBIT 5
City Council 68 – 90 6/21/2022
The Crossroads at Washington Prepared March 11, 2022
Washington Santa Ana Housing Partners, L.P.
1 Project Description Narrative
Overview/Current Use of Property
The proposed project, The Crossroads at Washington, (the “Project”) will be located at 1136 & 1146 E. Washington Avenue, Santa Ana, CA 92701 (the “Property”). The 2.29 acre site includes two (2) parcels that will be merged into one (1) parcel prior to the completion of construction.

The current APNs associated with the Project are APN 398-092-014 (“North Parcel”) and APN 398-092-013 (“South Parcel”).

The Property is currently vacant and underutilized. The immediate perimeter of the site is bounded by the Santa Ana Freeway to the north and east, light industrial use buildings to the west, and Santa Ana Boulevard to the south. Along with environmental remediation activities to prepare the site for its intended use, there is an asphalt pad on the site that will be removed in order to begin construction.

Ownership and Conveyance of Land
The North Parcel is currently owned by the Housing Authority of the City of Santa Ana (“Agency”), while the South Parcel is owned by the County of Orange (“County”). The parcels will be merged into one parcel and co-owned by both the Housing Authority of the City of Santa Ana and the County of Orange as Tenants-in-Common.

Washington Santa Ana Housing Partners, L.P. (the “Partnership”) entered into an Option Agreement with the Housing Authority of the City of Santa Ana and County of Orange on February 25, 2020. Upon satisfactorily meeting conditions to the Option Agreement, the site will be leased to the Partnership for a period of sixty-two (62) years from the date of the Certificate of Occupancy, not to exceed sixty-five (65) years from the date of execution of the Ground Lease.

Design Description and Project Characteristics
The Project is an eighty-six (86) unit, affordable housing project with forty-three (43) units dedicated for permanent supportive housing and one (1) unit dedicated as Manager’s unit. Of the forty-three (43) permanent supportive housing units, twenty (20) will be set aside for Mental Health Services Act (“MHSA”) tenants. The breakdown of the bedroom types are sixteen (16) studio units, twenty-six (26) one-bedroom units, twenty-two (22) two-bedroom units, seventeen (17) three-bedroom units, and five (5) four-bedroom units. Its purpose is to provide housing to families with incomes at thirty percent (30%) of the Area Median Income (“AMI”), and to special needs populations with incomes at or below thirty percent (30%) of AMI.

Tucked away in Santa Ana’s historic “Logan neighborhood,” the Project is designed in accordance with the architectural legacy of Santa Ana and the City’s Transit Zoning Code (SD 84 Specific Plan) and will incorporate a Mission Revival architectural design style.

The Project is designed as Type VA construction with two (2) buildings. Building 1 (1136 E.

EXHIBIT 5
City Council 68 – 91 6/21/2022
The Crossroads at Washington Prepared March 11, 2022
Washington Santa Ana Housing Partners, L.P.
2 Washington Avenue) is four (4) stories with an elevator. Building 2 (1146 E. Washington Avenue) ranges from two (2) to three (3) stories and has two (2) elevators. Building 1 has a total of thirty-five (35) units and Building 2 has a total of fifty-one (51) units. Each building is comprised of stacked flats. The Project will include approximately 5,811 square feet of Community Area with leasing and management offices, as well as 1,060 square feet of retail for a community serving use.

The proposed design of the Project will feature an inward-facing orientation that creates buffered courtyards in order to accommodate for the adjacent Santa Ana Freeway to the east of the project and the industrial building backdrop to the west.

The Project is designed to keep in mind its urban context as well as the needs of its future families and special needs residents. The Project includes multiple on-site amenities for its residents, including a pool, tot lot, courtyards, laundries, leasing/management offices, BBQ pavilion, and a dog run.

The Project was fully entitled on February 24, 2020.

Parking
The Project will provide one hundred and twenty (120) parking spaces in an on-grade parking lot, which includes accessible parking and Electric Vehicle (“EV”) parking. Thirty-eight (38) of the one hundred and twenty (120) spaces utilize tandem parking.

Landscaping
The landscaping concept consists of a drought-tolerant and native plant palette where feasible that complements the Project architecture and is consistent with the overall landscape in the adjacent neighborhood.

Floor Plans and Unit Amenities
The design of the space considers layouts to ensure livability for residents. Units meet or exceed established minimum requirements for area and amenities. The breakdown of unit type by square footage is summarized below:
 Sixteen (16) studio/one bath units at 400 ft2.
 Twenty-six (26) one-bedroom/one bath units at 600 ft2.  Twenty-two (22) two-bedroom/one bath units at 815 ft2.  Seventeen (17) three-bedroom/two bath units at 1,100 ft2.  Five (5) four-bedroom/two bath units at 1,300 ft2.

Unit amenities include:
 Bathroom fixtures and finishes.
 Kitchen fixtures, finishes, and cabinets.
 Energy Star rated appliances including stove/oven and refrigerators.  Energy efficient lighting.

EXHIBIT 5
City Council 68 – 92 6/21/2022
The Crossroads at Washington Prepared March 11, 2022
Washington Santa Ana Housing Partners, L.P.
3  Energy efficient windows.
 Floor and window coverings.
 Central heating/air conditioning.
 Storage closets.
 Coat closets.
 Ceiling Fans.
 Dishwashers.

Accessible features include:

The Project will comply with accessibility requirements. The Project will provide ten percent (10%) of all units as accessible to people with mobility impairments, and an additional four percent (4%) of all units as accessible to people with vision and hearing impairments.

Recreational Amenities and On-Site Services
The design for the recreational amenities and on-site services will reflect the interests and needs of the resident population. Various amenities are provided in the design, including a computer room, community room/lounge and kitchen, fitness room, pool, and outdoor courtyards with seating areas and barbeque areas.

The design encourages interaction amongst all residents through easy access and visual links to common spaces. Because there are two (2) target populations (families and special needs populations), a mix of the units has been spread across the residential buildings as to ensure integration and prevent isolation of a group within the Project. The tot lot, however, is strategically situated next to the residential building that has a higher share of larger family bedroom units. While the Project has a high density of dwelling units, a large portion of the ground floor is dedicated to services, common areas and on-site amenities.

Demolition & Remediation Costs
The site is currently vacant. The site will be remediated in accordance with the Removal Action Workplan (“RAW”) as approved by the Department of Toxic Substances Control (“DTSC”). The RAW is a proposed cleanup plan to address areas of soil contaminated with arsenic, lead, chromium, and petroleum hydrocarbons, and an area of soil vapor contaminated with tetrachloroethylene (“PCE”), prior to residential development.

Services
The Project will engage the social service provider A Community of Friends (“ACOF”) to provide a range of services available to residents.
 Adult Educational, Health, Wellness, and Skill Building Classes – examples of classes may include, but are not limited to, the following areas: financial literacy, computer training, resume building, nutrition, health information/awareness, and cooking.  Service Coordinator – responsibilities include, but are not limited to, providing individual case management referrals and supportive services for tenants.

EXHIBIT 5
City Council 68 – 93 6/21/2022
The Crossroads at Washington Prepared March 11, 2022
Washington Santa Ana Housing Partners, L.P.
4  Case Manager – responsibilities include, but are not limited to, providing individual case management referrals and supportive services for tenants; process housing applications using the Coordinated Entry System (“CES”), Family Solutions Center (“FSC”), and interview potential tenants for permanent supportive housing; and developing Individual Service Plans in collaboration with tenants.

Please note that because the project contains less than seventy-five percent (75%) Special Needs units, and is fifty percent (50%) Special Needs and fifty-percent (50%) Large Family, services are provided proportionally for each population type.

In addition to the services provided by ACOF, the Orange County Health Care Agency (“OCHCA”) will provide individualized services for the twenty (20) Mental Health Services Act tenants.

Project Population Type
As described above, the Project consists of eighty-six (86) units. Of the eighty (86) units, fortythree (43) units are dedicated for permanent supportive housing and one (1) unit dedicated as Manager’s unit. Of the forty-three (43) permanent supportive housing units, twenty (20) will be set aside for Mental Health Services Act (“MHSA”) tenants.

Development & Management Teams
The Project is controlled by the Partnership. The “for profit” administrative general partner is Related/Washington Santa Ana Development Co., LLC, an affiliate of Related. The “not for profit” managing general partner will be Supportive Housing LLC, whose member is A Community of Friends. The John Stewart Company (“JSCo”) will manage the Project.

Related/Washington Santa Ana Development Co., LLC, will own a .0075% interest and Supportive Housing LLC will own a .0025% interest and act as the Managing General Partner.

Income
Catergory Total Units
General
Affordable MHSA Units
General
PSH Units
Total PSH
Units
Type
(PSH vs Family)
Studio 30% TC 16 0 - 16 16 PSH
1 Bedroom 30% TC 26 0 20 6 26 PSH
2 Bedrooms 30% TC 21 20 - 1 1 PSH
2 Bedrooms Manager 1 1 -
3 Bedrooms 30% TC 17 17 - - 0 Family
4 Bedrooms 30% TC 5 5 - - 0 Family
Total 86 43 20 23 43
EXHIBIT 5
City Council 68 – 94 6/21/2022
The Crossroads at Washington Prepared March 11, 2022
Washington Santa Ana Housing Partners, L.P.
5 EXHIBIT 5
City Council 68 – 95 6/21/2022
DRAFT 6/9/22
Refernce
Number Description Value
01-7123 Site Controls / Field Engineering $ 55,775
02-0002 General Overtime Hour Allowance $ 200,000
03-3000 Cast-In-Place Concrete $ 1,352,273
03-3116 Lightweight Concrete $ 172,500
04-2000 Masonry $ 207,202
05-1200 Structural Steel Framing $ 559,545
05-7000 Misc. & Ornamental Metals $ 204,801
06-1000 Rough Carpentry $ 5,416,400
06-2000 Finish Carpentry $ 112,826
06-2200 Countertops $ 223,792
06-4100 Cabinets $ 412,672
07-1000 Waterproofing $ 184,821
07-2100 Building Insulation $ 221,087
07-4600 Cladding/Siding $ 190,085
07-4000 Roofing $ 383,260
07-6000 Flashing / Sheetmetal $ 193,012
07-9000 Caulking, Sealant & Fire Stopping $ 43,866
07-9500 Expansion Controls $ 24,829
08-1000 Doors and Trim $ 843,400
08-3100 Access Doors $ 16,059
08-5200 Wood & Plastic Windows $ 720,447
08-8000 Glass & Glazing $ 81,078
09-2200 Drywall & Metal Stud $ 2,275,000
09-2400 Cement Plastering $ 1,546,500
09-3000 Ceramic Tile $ 33,533
09-6200 Special Flooring $ 15,549
09-6500 Resilient Flooring & Carpet $ 627,142
09-7710 Fiber Reinforced Panel $ 5,000
09-9000 Painting & Wall Covering $ 720,698
10-1400 Signs $ 43,866
10-2100 Toilet Compartments & Accessories $ 51,900
10-2600 Wall & Corner Guards $ 7,500
10-4400 Fire Extinguisher $ 6,141
10-5500 Mail Chutes/Boxes $ 25,800
10-7313 Canopies/Awnings $ 22,814
11-4000 Appliances $ 231,000
The Crossroads at Washington
Schedule of Values
Exhibit B - Scope of Work
EXHIBIT 5
City Council 68 – 96 6/21/2022
12-2000 Window Treatment $ 45,150
13-1100 Swimming Pool & Spa $ 165,000
14-2000 Elevators $ 250,000
14-9000 Chutes $ 70,300
21-1000 Fire Sprinkler Systems $ 514,000
22-0000 Plumbing $ 2,261,098
23-0000 HVAC $ 1,112,000
26-0000 Electrical $ 1,752,800
26-0001 Light Fixture Allowance $ 400,000
26-0002 Dry Utility Allowance $ 100,000
27-1000 Low Voltage Systems Allowance $ 298,560
27-1001 Electronic Hardware Allowance $ 42,000
28-4600 Fire Alarm Systems $ 210,559
31-0001 Earthwork $ 302,247
31-2500 Erosion Control $ 36,999
32-1216 Asphaltic Concrete Paving $ 95,564
32-1313 Site Concrete $ 322,023
32-1700 Pavement Marking $ 13,650
32-1800 Playfield Equipment $ 149,840
32-3300 Site/Street Furnishings $ 62,205
32-8000 Irrigation/Landscaping $ 415,097
33-0001 Site Utilities (Storm Drain/Sewer/Water) Allowance $ 1,023,250 Trade Subtotal $ 27,074,515
General Conditions & General Requirements $ 2,376,385
Contractor Fee $ 1,178,036
Insurance $ 434,931
Mark Up Subtotal $ 3,989,352
Contract Value Total $ 31,063,867
EXHIBIT 5
City Council 68 – 97 6/21/2022
Exhibit C:

Project Budget
EXHIBIT 5
City Council 68 – 98 6/21/2022
Project Data Basis Calculations
Project Type Special Needs Total Eligible Basis $42,311,860 County Orange Adjusted Threshold Basis Limit $49,190,316 Site Control Type Ground Lease Total Eligible Basis as a % of Threshold Basis Limit 86.02% Total Units 86
Parking Spaces 120 Permanent Sources Interest Rate Term (Years) Amount Debt Service Land Area 2.29 Acres Tax Credit Equity 24,696,393 n/a
Net Residential Area 65,130 SF Permanent Loan Note A 6.02% 15 Yr / 40 Yr Amort 490,000 32,435 Recreation Building 6,141 SF Permanent Loan Note B (SAHA PBV Tranche B Loan) 6.02% 15 Yr / 40 Yr Amort 4,894,000 323,949 Retail Building/Space 1,443 SF Permanent Loan Note B (OCHA PBV Tranche B Loan) 6.02% 15 Yr / 40 Yr Amort 6,442,000 426,415 Construction Months 16 Months City Residual Receipts Loan (Land Value) 3.00% 62 4,108,136 n/a City Residual Receipts Loan 3.00% 55 4,644,909 n/a
Orange County Residual Receipts Loan (Land Value) 3.00% 62 2,341,864 n/a Operating Economic Assumptions Orange County PSH Loan 3.00% 55 2,650,701 n/a Residential Vacancy Rate (General Affordable Units) 5.00% OCHFT MHSA Loan (2021 PSH NOFA) 3.00% 55 2,500,000 n/a Residential Vacancy Rate (PSH Units) 10.00% Housing Authority of the City of Santa Ana and County of Orange (Environmental Remediation Funding) 300,000 n/a Unit Weighted Vacancy 7.53% GP Equity 100 n/a
Retail Vacancy Rate 0.0% Total 53,068,103 782,799
Income Inflator 3.0%
Expense Inflator 3.0% Sources and Uses
Property Tax Inflator 2.0% Total Permanent Sources 53,068,103 Replacement Reserve Inflator (every 5 Years) 10.0% Total Development Cost 53,068,103 CPI 3.0% Over/(Under) -
Stabilized Cash Flow Year 1 Cost Efficiency / Credit Reduction / Public Funds Gross Scheduled Rent 833,928 Cost Efficiency 13%
Project Based Voucher Overhang (OCHA) 939,708 Credit Reduction 0% Laundry Income 6,192 Public Funds Development Ratio 25% Vacancy & Collection (134,704) 38%
Effective Gross Income 1,645,124
Operating Expenses (744,794)
Net Operating Income 900,330
Debt Service (combined) (782,799)
Cash Flow 117,532
DCR 1.15
Related Companies of California

PROJECT SUMMARY
The Crossroads at Washington - Updated Closing Proforma (v04r) EXHIBIT 5
City Council 68 – 99 6/21/2022
Total
Number Income Rent Gross Utility Net Net Rent Monthly Annual Square Of Units Category Restriction SF Rent Allowance Rent Per SqFt Rent Rent Unit % Footage Studio
16 30% AMI TCAC 400 $711 $36 $675 $1.69 $10,800 $129,600 19% 6,400 16 1 Bedroom
26 30% AMI TCAC 600 $762 $45 $717 $1.20 $18,642 $223,704 30% 15,600 26 2 Bedrooms
21 30% AMI TCAC 815 $915 $60 $855 $1.05 $17,955 $215,460 24% 17,115 1 Manager 815 $0 $0 0 n/a $0 $0 1% 815
22 3 Bedrooms
17 30% AMI TCAC 1,100 $1,057 $76 $981 $0.89 $16,677 $200,124 20% 18,700 17 4 Bedrooms
5 30% AMI TCAC 1,300 $1,179 $95 $1,084 $0.83 $5,420 $65,040 6% 6,500 5 Unit Distribution Summary
Summary Income Units Total % Unit Size Units Total %
Total SF 65,130 30% AMI 85 100% Studio 16 19%
Avg. Unit SF 757 35% AMI 0 0% 1 Bedroom 26 30%
Monthly Rent $69,494 40% AMI 0 0% 2 Bedrooms 22 26%
Annual Rent $833,928 45% AMI 0 0% 3 Bedrooms 17 20%
Avg. Rent (excl. manager's) $818 50% AMI 0 0% 4 Bedrooms 5 6% Avg. Rent PSF (excl. manager's) $1.08 60% AMI 0 0% Total 86 100% Bedrooms 157 Market 0 0%
Subtotal 85 100%
Manager 1
Total 86
Related Companies of California

UNIT DISTRIBUTION
The Crossroads at Washington - Updated Closing Proforma (v04r) EXHIBIT 5
City Council 68 – 100 6/21/2022
The Crossroads at Washington - Updated Closing Proforma (v04r) PBV Overhang Calculation - Separated by AHAP

SEPARATED
OCHA 2021
Income
Catergory PBS8 Units
Payment
Standard
TCAC Gross
Rents
Per Unit
Overhang
Monthly
Overhang
Annual
Overhang
Studio
30% TC 16 1,682 711 971 15,536 186,432
1 Bedroom
30% TC 26 1,867 762 1,105 28,730 344,760
2 Bedrooms
30% TC 1 2,278 915 1,363 1,363 16,356
Total 43 Gross Overhang 45,629 547,548
Less Vacancy 10.00% (4,563) (54,755)
Less Monitoring Fee (197) (2,365)
Less Management Fee - -
Net Overhang 40,869 490,428
DCR 1.15
Interest Rate 6.02%
Term (months) 480
Maximum Loan Amount 6,442,663
Actual Loan Amount (Rounded Down) 6,442,000
Annual Payment 426,415
SAHA 2021
Income
Catergory PBS8 Units
Payment
Standard
TCAC Gross
Rents
Per Unit
Overhang
Monthly
Overhang
Annual
Overhang
3 Bedrooms
30% TC 10 3,114 1,057 2,057 20,570 246,840
4 Bedrooms .
30% TC 5 3,601 1,179 2,422 12,110 145,320
Total 15 32,680 392,160
Less Vacancy 5.00% (1,634) (19,608)
Net Overhang 31,046 372,552
DCR 1.15
Interest Rate 6.02%
Term (months) 480
Maximum Loan Amount 4,894,146
Actual Loan Amount (Rounded Down) 4,894,000
Annual Payment 323,949
EXHIBIT 5
City Council 68 – 101 6/21/2022
Related Companies of California
Operating Expense Budget
(86 units)

RENTING
Advertising 672
Misc. Renting 699
TOTAL RENTING 1,371

ADMINISTRATION
Office 5,913
Legal 3,010
Audit 12,000
Telephone/Computer 16,931
Tenant Relations 2,956
Misc. Administrative 11,234
TOTAL ADMINISTRATION 52,044

MANAGEMENT FEE
Contract Management 54,696
TOTAL MANAGEMENT 54,696

OPERATING
Electricity 10,000
Water 24,725
Gas 10,402
Sewer 18,505
Exterminating 4,300
Rubbish Removal 23,220
Misc. Operating 1,075
TOTAL OPERATING 92,227

MAINTENANCE
Security 29,348
Grounds 26,875
Pool 6,000
Repairs 26,875
Elevator 19,350
Unit Turns 5,375
Misc. Maintenance 9,138
TOTAL MAINTENANCE 122,960

SALARIES AND BENEFITS
Office Salaries 67,080
Maintenance Salaries 62,608
Payroll Taxes and Benefits 51,875
TOTAL SALARIES AND BENEFITS 181,563

TAXES AND INSURANCE
Real Estate Taxes 4,500
Business Taxes and Licenses 369
Insurance 51,600
TOTAL TAXES AND INSURANCE 56,469

RESERVES AND OTHER EXPENSES
Replacement Reserves 25,800
Replacement Reserves (Add'l MHSA Units) 4,000
PSH Monitoring Fee (OCHA/OCCS: $55/unit/yr x 43 units) 2,365 PSH Monitoring Fee (OCHFT: $65/unit/yr x 20 units) 1,300 Annual Environmental Monitoring Fees 10,000
Social Programs 140,000
TOTAL RESERVES AND OTHER COSTS 183,465
TOTAL OPERATING EXPENSES 744,794

ANNUAL OPERATING EXPENSE BUDGET
The Crossroads at Washington - Updated Closing Proforma (v04r) EXHIBIT 5
City Council 68 – 102 6/21/2022

PROJECT BUDGET
86 units Commercial/ TCAC
Budget Residential Retail Eligible Basis
ACQUISITION COSTS 6,450,000 6,450,000 0 0
PROFESSIONAL FEES 2,672,000 2,672,000 0 2,669,431
FEES AND PERMITS 2,630,000 2,630,000 0 2,630,000

CONSTRUCTION COSTS
Offsite Improvements/Site Improvements/Landscaping 3,687,814 3,687,814 0 3,687,814 Residential Structures/Non-Residential Structures/Community Building 23,212,137 22,751,496 460,642 22,751,496 General Conditions / Contractor Profit 3,674,454 3,611,532 62,922 3,611,532 Contractor Insurance 311,124 305,796 5,328 305,796
Contractor / Construction Contingency 2,109,175 2,073,057 36,118 2,073,057 Remediation 850,000 850,000 0 0
TOTAL CONSTRUCTION COSTS 33,844,705 33,279,695 565,010 32,429,695 GAP/CONSTRUCTION/PERMANENT LOAN FEES 557,000 557,000 0 57,234 CONSTRUCTION LOAN INTEREST/POST-CONSTRUCTION INTEREST 2,382,000 2,382,000 0 960,000 OTHER SOFT COSTS 1,643,500 1,643,500 0 1,058,500
RESERVES 381,898 381,898 0 0
DEVELOPER FEE 2,507,000 2,507,000 0 2,507,000
TOTAL DEVELOPMENT COSTS 53,068,103 52,503,093 565,010 42,311,860 / TOTAL ELIGIBLE BASIS
The Crossroads at Washington - Updated Closing Proforma (v04r) Related Companies of California
EXHIBIT 5
City Council 68 – 103 6/21/2022
Total Project Cost $53,068,103
Total Permanent Sources (28,371,710)
Funding Shortfall $24,696,393
Total Qualified Basis $29,829,544
Annual Federal Credits - Calculated $2,684,659
Annual Federal Credits - Awarded $2,684,659
Total Federal Credits (10 Years) $26,846,590
Federal Tax Credit Price $0.920
Federal Tax Credit Investor Equity $24,696,393
Total Tax Credit Investor Equity (Federal + State+ Acquisition) $24,696,393 Threshold Basis Limits (Year 2022) 9% Limits Units Limit Total Efficiency 16 308,882 4,942,112
1 Bedroom 26 356,138 9,259,588
2 Bedrooms 22 429,600 9,451,200
3 Bedrooms 17 549,888 9,348,096
4 Bedrooms 5 612,610 3,063,050
86 36,064,046
Special Features Threshold Basis Limit Increases
10% Increase: 95% of the project's upper floor units are serviced by an elevator 3,606,405 20% Increase: State or Federal Prevailing Wage Requirement 7,212,809 Total Percentage Increase to Unadjusted Eligible Basis (Combined not to exceed 39%) 10,819,214 Seismic Upgrading or Environmental Mitigation (15% unadj. eligible basis max.) 850,000 Development Impact Fees 1,457,057
Adjusted Threshold Basis Limit $49,190,316
Total Eligible Basis $42,311,860
Over /(Under) Basis Limit ($6,878,456)
Related Companies of California

TAX CREDIT CALCULATION
The Crossroads at Washington - Updated Closing Proforma (v04r) EXHIBIT 5
City Council 68 – 104 6/21/2022
Construction Sources and Uses
Construction Sources
Construction Loan 35,033,056
City Residual Receipts Loan (Land Value) 4,108,136
Tax Credit Equity 2,469,639
City Residual Receipts Loan 4,644,909
Orange County Residual Receipts Loan (Land Value) 2,341,864 OCHFT MHSA Loan (2021 PSH NOFA) 2,500,000
Housing Authority of the City of Santa Ana and County of Orange (Environmental Remediation Funding) 300,000 GP Equity 100
1,253,500
Operating Deficit Reserve 381,898
Deferred TCAC Monitoring Fee 35,000
Total Construction Sources 53,068,103
Construction Uses
Total Development Cost 53,068,103
Amount Over/(Under) -
Permanent Sources and Uses
Sources
Tax Credit Equity 24,696,393
Permanent Loan Note A 490,000
Permanent Loan Note B (SAHA PBV Tranche B Loan) 4,894,000 Permanent Loan Note B (OCHA PBV Tranche B Loan) 6,442,000 City Residual Receipts Loan (Land Value) 4,108,136
City Residual Receipts Loan 4,644,909
Orange County Residual Receipts Loan (Land Value) 2,341,864 Orange County PSH Loan 2,650,701
OCHFT MHSA Loan (2021 PSH NOFA) 2,500,000
Housing Authority of the City of Santa Ana and County of Orange (Environmental Remediation Funding) 300,000 GP Equity 100
Total Permanent Sources 53,068,103
Uses
Total Development Cost 53,068,103
Amount Over/(Under) -
Deferred Developer Fee (50% of $2,507,000)

SOURCES AND USES OF FUNDS
The Crossroads at Washington - Updated Closing Proforma (v04r) Related Companies of California
EXHIBIT 5
City Council 68 – 105 6/21/2022
3%/3% Cash Flow
Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
INCOME
Gross Rental Income 833,928 858,946 884,714 911,256 938,593 966,751 995,754 1,025,626 1,056,395 1,088,087 1,120,729 1,154,351 1,188,982 1,224,651 1,261,391 Project Based Voucher Overhang (SAHA) 392,160 403,925 416,043 428,524 441,380 454,621 468,260 482,307 496,777 511,680 527,030 542,841 559,126 575,900 593,177 Project Based Voucher Overhang (OCHA) 547,548 563,974 580,894 598,320 616,270 634,758 653,801 673,415 693,617 714,426 735,859 757,934 780,673 804,093 828,215 Vacancy @ 7.57% (134,237) (138,265) (142,412) (146,685) (151,085) (155,618) (160,286) (165,095) (170,048) (175,149) (180,404) (185,816) (191,390) (197,132) (203,046) Laundry Income 6,192 6,378 6,569 6,766 6,969 7,178 7,394 7,615 7,844 8,079 8,322 8,571 8,828 9,093 9,366 Unit Weighted Vacancy @ 7.53% (466) (480) (495) (509) (525) (540) (557) (573) (591) (608) (627) (645) (665) (685) (705) EFFECTIVE GROSS INCOME 1,645,124 1,694,478 1,745,312 1,797,672 1,851,602 1,907,150 1,964,365 2,023,295 2,083,994 2,146,514 2,210,910 2,277,237 2,345,554 2,415,921 2,488,398

EXPENSES
Administrative (52,044) (53,605) (55,213) (56,870) (58,576) (60,333) (62,143) (64,007) (65,927) (67,905) (69,942) (72,041) (74,202) (76,428) (78,721) Management Fee (54,696) (56,337) (58,027) (59,768) (61,561) (63,408) (65,310) (67,269) (69,287) (71,366) (73,507) (75,712) (77,983) (80,323) (82,733) Operating (92,227) (94,994) (97,843) (100,779) (103,802) (106,916) (110,124) (113,427) (116,830) (120,335) (123,945) (127,663) (131,493) (135,438) (139,501) Maintenance (122,960) (126,649) (130,448) (134,362) (138,393) (142,544) (146,821) (151,225) (155,762) (160,435) (165,248) (170,205) (175,312) (180,571) (185,988) Salaries (181,563) (187,010) (192,620) (198,399) (204,351) (210,482) (216,796) (223,300) (229,999) (236,899) (244,006) (251,326) (258,866) (266,632) (274,631) Taxes (escalated at 2.00%) (4,869) (4,966) (5,065) (5,167) (5,270) (5,375) (5,483) (5,593) (5,704) (5,819) (5,935) (6,054) (6,175) (6,298) (6,424) Insurance (51,600) (53,148) (54,742) (56,385) (58,076) (59,819) (61,613) (63,461) (65,365) (67,326) (69,346) (71,426) (73,569) (75,776) (78,050) Renting (1,371) (1,412) (1,454) (1,498) (1,543) (1,589) (1,637) (1,686) (1,736) (1,788) (1,842) (1,897) (1,954) (2,013) (2,073) Social Programs (140,000) (144,200) (148,526) (152,982) (157,571) (162,298) (167,167) (172,182) (177,348) (182,668) (188,148) (193,793) (199,607) (205,595) (211,763) Other Expenses: PSH Monitoring Fees (OCHA/OCCS) (no escalation) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) Other Expenses: PSH Monitoring Fees (OCHFT) (escalated at 2%) (1,300) (1,326) (1,353) (1,380) (1,407) (1,435) (1,464) (1,493) (1,523) (1,554) (1,585) (1,616) (1,649) (1,682) (1,715) Other Expenses: Annual Environmental Monitoring Fees (10,000) (10,300) (10,609) (10,927) (11,255) (11,593) (11,941) (12,299) (12,668) (13,048) (13,439) (13,842) (14,258) (14,685) (15,126) Replacement Reserves (escalated at 10% every 5 years) (29,800) (29,800) (29,800) (29,800) (29,800) (32,780) (32,780) (32,780) (32,780) (32,780) (36,058) (36,058) (36,058) (36,058) (36,058) TOTAL OPERATING EXPENSES Op Exp / Income: 45% (744,794) (766,111) (788,067) (810,680) (833,970) (860,937) (885,643) (911,088) (937,295) (964,288) (995,366) (1,023,999) (1,053,490) (1,083,864) (1,115,147) NET OPERATING INCOME 900,330 928,367 957,246 986,992 1,017,632 1,046,213 1,078,722 1,112,207 1,146,699 1,182,226 1,215,543 1,253,238 1,292,064 1,332,057 1,373,251

DEBT SERVICE
Permanent Loan Note A (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) Permanent Loan Note B (SAHA PBV Tranche B Loan) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) Permanent Loan Note B (OCHA PBV Tranche B Loan) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) Conventional Refinance Loan 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Cash Flow After Debt Service 117,532 145,568 174,447 204,194 234,834 263,415 295,923 329,409 363,900 399,428 432,745 470,439 509,265 549,258 590,452 SLP Fee (5,000) (5,150) (5,305) (5,464) (5,628) (5,796) (5,970) (6,149) (6,334) (6,524) (6,720) (6,921) (7,129) (7,343) (7,563) Partnership Administration Fee (20,000) (20,600) (21,218) (21,855) (22,510) (23,185) (23,881) (24,597) (25,335) (26,095) (26,878) (27,685) (28,515) (29,371) (30,252) Cash Flow After Fees 92,532 119,818 147,925 176,875 206,696 234,433 266,072 298,662 332,231 366,809 399,147 435,833 473,621 512,545 552,638 12,520 16,211 20,014 23,931 27,966 31,719 36,000 40,409 44,951 49,629 54,005 58,968 64,081 69,348 74,772 Only after County Cash Loan is paid off 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 21,938 28,408 35,072 41,936 49,006 55,582 63,083 70,810 78,769 86,967 94,634 103,332 112,292 121,520 131,026 Only after City Cash Loan is paid off 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 11,808 15,290 18,876 22,571 26,376 29,916 33,953 38,112 42,395 46,808 50,934 55,616 60,438 65,405 70,521 Total Residual Receipts Payments 46,266 59,909 73,962 88,438 103,348 117,216 133,036 149,331 166,116 183,404 199,573 217,917 236,811 256,272 276,319 Orange County PSH Loan
Beginning Loan Balance 2,650,701 2,717,702 2,781,012 2,840,519 2,896,108 2,947,663 2,995,466 3,038,987 3,078,099 3,112,669 3,142,561 3,168,077 3,188,629 3,204,069 3,214,243 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 Cash Flow Payment (12,520) (16,211) (20,014) (23,931) (27,966) (31,719) (36,000) (40,409) (44,951) (49,629) (54,005) (58,968) (64,081) (69,348) (74,772) Ending Loan Balance 2,717,702 2,781,012 2,840,519 2,896,108 2,947,663 2,995,466 3,038,987 3,078,099 3,112,669 3,142,561 3,168,077 3,188,629 3,204,069 3,214,243 3,218,992 Orange County Residual Receipts Loan (Land Value)
Beginning Loan Balance 2,341,864 2,412,120 2,482,376 2,552,632 2,622,888 2,693,144 2,763,400 2,833,655 2,903,911 2,974,167 3,044,423 3,114,679 3,184,935 3,255,191 3,325,447 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 Cash Flow Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Ending Loan Balance 2,412,120 2,482,376 2,552,632 2,622,888 2,693,144 2,763,400 2,833,655 2,903,911 2,974,167 3,044,423 3,114,679 3,184,935 3,255,191 3,325,447 3,395,703 City Residual Receipts Loan
Beginning Loan Balance 4,644,909 4,762,318 4,873,257 4,977,533 5,074,944 5,165,286 5,249,051 5,325,315 5,393,852 5,454,430 5,506,810 5,551,523 5,587,538 5,614,594 5,632,421 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 Cash Flow Payment (21,938) (28,408) (35,072) (41,936) (49,006) (55,582) (63,083) (70,810) (78,769) (86,967) (94,634) (103,332) (112,292) (121,520) (131,026) Ending Loan Balance 4,762,318 4,873,257 4,977,533 5,074,944 5,165,286 5,249,051 5,325,315 5,393,852 5,454,430 5,506,810 5,551,523 5,587,538 5,614,594 5,632,421 5,640,743 City Residual Receipts Loan (Land Value)
Beginning Loan Balance 4,108,136 4,231,380 4,354,624 4,477,868 4,601,112 4,724,356 4,847,600 4,970,845 5,094,089 5,217,333 5,340,577 5,463,821 5,587,065 5,710,309 5,833,553 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 Cash Flow Payment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Ending Loan Balance 4,231,380 4,354,624 4,477,868 4,601,112 4,724,356 4,847,600 4,970,845 5,094,089 5,217,333 5,340,577 5,463,821 5,587,065 5,710,309 5,833,553 5,956,797 OCHFT MHSA Loan (2021 PSH NOFA)
Beginning Loan Balance 2,500,000 2,563,192 2,622,902 2,679,026 2,731,455 2,780,079 2,825,164 2,866,211 2,903,099 2,935,704 2,963,896 2,987,961 3,007,345 3,021,908 3,031,503 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 Cash Flow Payment (11,808) (15,290) (18,876) (22,571) (26,376) (29,916) (33,953) (38,112) (42,395) (46,808) (50,934) (55,616) (60,438) (65,405) (70,521) Ending Loan Balance 2,563,192 2,622,902 2,679,026 2,731,455 2,780,079 2,825,164 2,866,211 2,903,099 2,935,704 2,963,896 2,987,961 3,007,345 3,021,908 3,031,503 3,035,982 DCR 1.15 1.19 1.22 1.26 1.30 1.34 1.38 1.42 1.46 1.51 1.55 1.60 1.65 1.70 1.75 Cash Flow to Subsidy Provider - County (PSH Loan) (13.5%) Cash Flow to Subsidy Provider - County (Land Loan) (13.5%) Cash Flow to Subsidy Provider - City (Cash Loan) (23.7%) Cash Flow to Subsidy Provider - City (Land Loan) (23.7%) Cash Flow to Subsidy Provider - OCHFT (PSH Loan) (12.8%) Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%

STABILIZED CASH FLOW ANALYSIS
The Crossroads at Washington - Updated Closing Proforma (v04r) Related Companies of California
EXHIBIT 5
City Council 68 – 106 6/21/2022
Year
INCOME
Gross Rental Income
Project Based Voucher Overhang (SAHA)
Project Based Voucher Overhang (OCHA)
Vacancy @ 7.57%
Laundry Income
Unit Weighted Vacancy @ 7.53%

EFFECTIVE GROSS INCOME

EXPENSES
Administrative
Management Fee
Operating
Maintenance
Salaries
Taxes (escalated at 2.00%)
Insurance
Renting
Social Programs
Other Expenses: PSH Monitoring Fees (OCHA/OCCS) (no escalation) Other Expenses: PSH Monitoring Fees (OCHFT) (escalated at 2%) Other Expenses: Annual Environmental Monitoring Fees
Replacement Reserves (escalated at 10% every 5 years)
TOTAL OPERATING EXPENSES Op Exp / Income: 45%

NET OPERATING INCOME

DEBT SERVICE
Permanent Loan Note A
Permanent Loan Note B (SAHA PBV Tranche B Loan)
Permanent Loan Note B (OCHA PBV Tranche B Loan)
Conventional Refinance Loan
Cash Flow After Debt Service
SLP Fee
Partnership Administration Fee
Cash Flow After Fees
Only after County Cash Loan is paid off
Only after City Cash Loan is paid off
Total Residual Receipts Payments
Orange County PSH Loan
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
Orange County Residual Receipts Loan (Land Value)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
City Residual Receipts Loan
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
City Residual Receipts Loan (Land Value)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
OCHFT MHSA Loan (2021 PSH NOFA)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
DCR
Cash Flow to Subsidy Provider - County (PSH Loan) (13.5%) Cash Flow to Subsidy Provider - County (Land Loan) (13.5%) Cash Flow to Subsidy Provider - City (Cash Loan) (23.7%) Cash Flow to Subsidy Provider - City (Land Loan) (23.7%) Cash Flow to Subsidy Provider - OCHFT (PSH Loan) (12.8%) Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%

STABILIZED CASH FLOW ANALYSIS
The Crossroads at Washington - Updated Closing Proforma (v04r) Related Companies of California
3%/3% Cash Flow
16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
1,299,233 1,338,210 1,378,356 1,419,707 1,462,298 1,506,167 1,551,352 1,597,892 1,645,829 1,695,204 1,746,060 1,798,442 1,852,395 1,907,967 1,965,206 610,973 629,302 648,181 667,626 687,655 708,285 729,533 751,419 773,962 797,181 821,096 845,729 871,101 897,234 924,151 853,062 878,654 905,013 932,164 960,129 988,933 1,018,601 1,049,159 1,080,633 1,113,052 1,146,444 1,180,837 1,216,262 1,252,750 1,290,333 (209,137) (215,412) (221,874) (228,530) (235,386) (242,448) (249,721) (257,213) (264,929) (272,877) (281,063) (289,495) (298,180) (307,125) (316,339) 9,647 9,936 10,234 10,541 10,858 11,183 11,519 11,865 12,220 12,587 12,965 13,354 13,754 14,167 14,592 (726) (748) (771) (794) (818) (842) (867) (893) (920) (948) (976) (1,005) (1,036) (1,067) (1,099) 2,563,050 2,639,942 2,719,140 2,800,714 2,884,736 2,971,278 3,060,416 3,152,228 3,246,795 3,344,199 3,444,525 3,547,861 3,654,297 3,763,926 3,876,843 (81,082) (83,515) (86,020) (88,601) (91,259) (93,997) (96,817) (99,721) (102,713) (105,794) (108,968) (112,237) (115,604) (119,072) (122,645) (85,215) (87,771) (90,404) (93,116) (95,910) (98,787) (101,751) (104,803) (107,947) (111,186) (114,521) (117,957) (121,496) (125,140) (128,895) (143,686) (147,997) (152,437) (157,010) (161,720) (166,572) (171,569) (176,716) (182,017) (187,478) (193,102) (198,895) (204,862) (211,008) (217,338) (191,568) (197,315) (203,234) (209,331) (215,611) (222,079) (228,742) (235,604) (242,672) (249,952) (257,451) (265,174) (273,130) (281,324) (289,763) (282,870) (291,356) (300,096) (309,099) (318,372) (327,923) (337,761) (347,894) (358,331) (369,081) (380,153) (391,558) (403,304) (415,403) (427,866) (6,553) (6,684) (6,817) (6,954) (7,093) (7,235) (7,379) (7,527) (7,677) (7,831) (7,988) (8,147) (8,310) (8,477) (8,646) (80,391) (82,803) (85,287) (87,846) (90,481) (93,195) (95,991) (98,871) (101,837) (104,892) (108,039) (111,280) (114,619) (118,057) (121,599) (2,135) (2,199) (2,265) (2,333) (2,403) (2,476) (2,550) (2,626) (2,705) (2,786) (2,870) (2,956) (3,045) (3,136) (3,230) (218,115) (224,659) (231,399) (238,341) (245,491) (252,856) (260,441) (268,254) (276,302) (284,591) (293,129) (301,923) (310,980) (320,310) (329,919) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (1,750) (1,785) (1,820) (1,857) (1,894) (1,932) (1,970) (2,010) (2,050) (2,091) (2,133) (2,175) (2,219) (2,263) (2,309) (15,580) (16,047) (16,528) (17,024) (17,535) (18,061) (18,603) (19,161) (19,736) (20,328) (20,938) (21,566) (22,213) (22,879) (23,566) (39,664) (39,664) (39,664) (39,664) (39,664) (43,630) (43,630) (43,630) (43,630) (43,630) (47,993) (47,993) (47,993) (47,993) (47,993) (1,150,973) (1,184,159) (1,218,338) (1,253,541) (1,289,798) (1,331,108) (1,369,569) (1,409,183) (1,449,983) (1,492,006) (1,539,650) (1,584,227) (1,630,140) (1,677,428) (1,726,133) 1,412,077 1,455,783 1,500,802 1,547,173 1,594,938 1,640,170 1,690,847 1,743,045 1,796,812 1,852,194 1,904,875 1,963,634 2,024,157 2,086,497 2,150,710 (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
629,278 672,984 718,004 764,375 812,139 857,371 908,048 960,247 1,014,013 1,069,395 1,122,077 1,180,835 1,241,358 1,303,699 1,367,912 (7,790) (8,024) (8,264) (8,512) (8,768) (9,031) (9,301) (9,581) (9,868) (10,164) (10,469) (10,783) (11,106) (11,440) (11,783) (31,159) (32,094) (33,057) (34,049) (35,070) (36,122) (37,206) (38,322) (39,472) (40,656) (41,876) (43,132) (44,426) (45,759) (47,131) 590,329 632,867 676,682 721,814 768,301 812,219 861,541 912,344 964,674 1,018,575 1,069,732 1,126,920 1,185,826 1,246,501 1,308,998 79,872 85,627 91,555 97,662 103,952 109,894 116,567 123,441 130,521 137,814 144,735 152,473 160,443 168,652 177,108 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
139,962 150,047 160,436 171,136 182,158 192,570 204,264 216,309 228,716 241,495 253,624 267,183 281,149 295,535 310,352 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
75,331 80,759 86,350 92,109 98,042 103,646 109,940 116,423 123,100 129,979 136,507 143,804 151,321 159,064 167,039 295,165 316,433 338,341 360,907 384,151 406,109 430,770 456,172 482,337 509,288 534,866 563,460 592,913 623,250 654,499 3,218,992 3,218,641 3,212,535 3,200,500 3,182,360 3,157,929 3,127,557 3,090,511 3,046,591 2,995,591 2,937,299 2,872,085 2,799,133 2,718,211 2,629,080 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 79,521 78,872 (79,872) (85,627) (91,555) (97,662) (103,952) (109,894) (116,567) (123,441) (130,521) (137,814) (144,735) (152,473) (160,443) (168,652) (177,108) 3,218,641 3,212,535 3,200,500 3,182,360 3,157,929 3,127,557 3,090,511 3,046,591 2,995,591 2,937,299 2,872,085 2,799,133 2,718,211 2,629,080 2,530,844 3,395,703 3,465,959 3,536,215 3,606,471 3,676,726 3,746,982 3,817,238 3,887,494 3,957,750 4,028,006 4,098,262 4,168,518 4,238,774 4,309,030 4,379,286 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
3,465,959 3,536,215 3,606,471 3,676,726 3,746,982 3,817,238 3,887,494 3,957,750 4,028,006 4,098,262 4,168,518 4,238,774 4,309,030 4,379,286 4,449,542 5,640,743 5,640,128 5,629,428 5,608,340 5,576,552 5,533,741 5,480,518 5,415,602 5,338,640 5,249,272 5,147,124 5,032,847 4,905,011 4,763,209 4,607,022 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 139,347 138,211 (139,962) (150,047) (160,436) (171,136) (182,158) (192,570) (204,264) (216,309) (228,716) (241,495) (253,624) (267,183) (281,149) (295,535) (310,352) 5,640,128 5,629,428 5,608,340 5,576,552 5,533,741 5,480,518 5,415,602 5,338,640 5,249,272 5,147,124 5,032,847 4,905,011 4,763,209 4,607,022 4,434,880 5,956,797 6,080,041 6,203,285 6,326,529 6,449,774 6,573,018 6,696,262 6,819,506 6,942,750 7,065,994 7,189,238 7,312,482 7,435,726 7,558,970 7,682,214 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
6,080,041 6,203,285 6,326,529 6,449,774 6,573,018 6,696,262 6,819,506 6,942,750 7,065,994 7,189,238 7,312,482 7,435,726 7,558,970 7,682,214 7,805,458 3,035,982 3,035,651 3,029,892 3,018,541 3,001,432 2,978,391 2,949,745 2,914,805 2,873,383 2,825,282 2,770,304 2,708,797 2,639,993 2,563,672 2,479,608 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000 74,388 (75,331) (80,759) (86,350) (92,109) (98,042) (103,646) (109,940) (116,423) (123,100) (129,979) (136,507) (143,804) (151,321) (159,064) (167,039) 3,035,651 3,029,892 3,018,541 3,001,432 2,978,391 2,949,745 2,914,805 2,873,383 2,825,282 2,770,304 2,708,797 2,639,993 2,563,672 2,479,608 2,386,958

1.80 1.86 1.92 1.98 2.04 2.10 2.16 2.23 2.30 2.37 2.43 2.51 2.59 2.67 2.75 EXHIBIT 5
City Council 68 – 107 6/21/2022
Year
INCOME
Gross Rental Income
Project Based Voucher Overhang (SAHA)
Project Based Voucher Overhang (OCHA)
Vacancy @ 7.57%
Laundry Income
Unit Weighted Vacancy @ 7.53%

EFFECTIVE GROSS INCOME

EXPENSES
Administrative
Management Fee
Operating
Maintenance
Salaries
Taxes (escalated at 2.00%)
Insurance
Renting
Social Programs
Other Expenses: PSH Monitoring Fees (OCHA/OCCS) (no escalation) Other Expenses: PSH Monitoring Fees (OCHFT) (escalated at 2%) Other Expenses: Annual Environmental Monitoring Fees
Replacement Reserves (escalated at 10% every 5 years)
TOTAL OPERATING EXPENSES Op Exp / Income: 45%

NET OPERATING INCOME

DEBT SERVICE
Permanent Loan Note A
Permanent Loan Note B (SAHA PBV Tranche B Loan)
Permanent Loan Note B (OCHA PBV Tranche B Loan)
Conventional Refinance Loan
Cash Flow After Debt Service
SLP Fee
Partnership Administration Fee
Cash Flow After Fees
Only after County Cash Loan is paid off
Only after City Cash Loan is paid off
Total Residual Receipts Payments
Orange County PSH Loan
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
Orange County Residual Receipts Loan (Land Value)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
City Residual Receipts Loan
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
City Residual Receipts Loan (Land Value)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
OCHFT MHSA Loan (2021 PSH NOFA)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
DCR
Cash Flow to Subsidy Provider - County (PSH Loan) (13.5%) Cash Flow to Subsidy Provider - County (Land Loan) (13.5%) Cash Flow to Subsidy Provider - City (Cash Loan) (23.7%) Cash Flow to Subsidy Provider - City (Land Loan) (23.7%) Cash Flow to Subsidy Provider - OCHFT (PSH Loan) (12.8%) Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%

STABILIZED CASH FLOW ANALYSIS
The Crossroads at Washington - Updated Closing Proforma (v04r) Related Companies of California
3%/3% Cash Flow
31 32 33 34 35 36 37 38 39 40 41 42 43 44 45
2,024,162 2,084,887 2,147,434 2,211,857 2,278,212 2,346,559 2,416,955 2,489,464 2,564,148 2,641,072 2,720,305 2,801,914 2,885,971 2,972,550 3,061,727 951,875 980,432 1,009,844 1,040,140 1,071,344 1,103,484 1,136,589 1,170,686 1,205,807 1,241,981 1,279,241 1,317,618 1,357,147 1,397,861 1,439,797 1,329,043 1,368,914 1,409,981 1,452,281 1,495,849 1,540,725 1,586,947 1,634,555 1,683,592 1,734,099 1,786,122 1,839,706 1,894,897 1,951,744 2,010,296 (325,829) (335,604) (345,672) (356,043) (366,724) (377,726) (389,057) (400,729) (412,751) (425,133) (437,887) (451,024) (464,555) (478,491) (492,846) 15,030 15,480 15,945 16,423 16,916 17,423 17,946 18,485 19,039 19,610 20,199 20,804 21,429 22,071 22,734 (1,132) (1,166) (1,201) (1,237) (1,274) (1,312) (1,351) (1,392) (1,434) (1,477) (1,521) (1,566) (1,613) (1,662) (1,712) 3,993,149 4,112,943 4,236,331 4,363,421 4,494,324 4,629,154 4,768,028 4,911,069 5,058,401 5,210,153 5,366,458 5,527,452 5,693,275 5,864,073 6,039,996 (126,324) (130,114) (134,017) (138,037) (142,179) (146,444) (150,837) (155,362) (160,023) (164,824) (169,769) (174,862) (180,108) (185,511) (191,076) (132,762) (136,744) (140,847) (145,072) (149,424) (153,907) (158,524) (163,280) (168,178) (173,224) (178,420) (183,773) (189,286) (194,965) (200,814) (223,859) (230,574) (237,492) (244,616) (251,955) (259,513) (267,299) (275,318) (283,577) (292,085) (300,847) (309,873) (319,169) (328,744) (338,606) (298,456) (307,410) (316,632) (326,131) (335,915) (345,993) (356,372) (367,063) (378,075) (389,418) (401,100) (413,133) (425,527) (438,293) (451,442) (440,702) (453,923) (467,540) (481,566) (496,013) (510,894) (526,221) (542,007) (558,268) (575,016) (592,266) (610,034) (628,335) (647,185) (666,601) (8,819) (8,995) (9,175) (9,359) (9,546) (9,737) (9,932) (10,130) (10,333) (10,540) (10,750) (10,965) (11,185) (11,408) (11,637) (125,247) (129,004) (132,874) (136,860) (140,966) (145,195) (149,551) (154,038) (158,659) (163,419) (168,321) (173,371) (178,572) (183,929) (189,447) (3,327) (3,427) (3,529) (3,635) (3,744) (3,857) (3,972) (4,092) (4,214) (4,341) (4,471) (4,605) (4,743) (4,886) (5,032) (339,817) (350,011) (360,512) (371,327) (382,467) (393,941) (405,759) (417,932) (430,470) (443,384) (456,685) (470,386) (484,497) (499,032) (514,003) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,355) (2,402) (2,450) (2,499) (2,549) (2,600) (2,652) (2,705) (2,759) (2,814) (2,870) (2,928) (2,986) (3,046) (3,107) (24,273) (25,001) (25,751) (26,523) (27,319) (28,139) (28,983) (29,852) (30,748) (31,670) (32,620) (33,599) (34,607) (35,645) (36,715) (52,793) (52,793) (52,793) (52,793) (52,793) (58,072) (58,072) (58,072) (58,072) (58,072) (63,879) (63,879) (63,879) (63,879) (63,879) (1,781,096) (1,832,762) (1,885,977) (1,940,785) (1,997,235) (2,060,656) (2,120,539) (2,182,216) (2,245,741) (2,311,169) (2,384,365) (2,453,772) (2,525,259) (2,598,888) (2,674,723) 2,212,053 2,280,181 2,350,355 2,422,636 2,497,089 2,568,498 2,647,489 2,728,853 2,812,660 2,898,984 2,982,093 3,073,679 3,168,016 3,265,185 3,365,273 (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) (32,435) 0 0 0 0 0 (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) (323,949) 0 0 0 0 0 (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) (426,415) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
1,429,254 1,497,382 1,567,556 1,639,838 1,714,290 1,785,699 1,864,691 1,946,054 2,029,861 2,116,185 2,982,093 3,073,679 3,168,016 3,265,185 3,365,273 (12,136) (12,500) (12,875) (13,262) (13,660) (14,069) (14,491) (14,926) (15,374) (15,835) (16,310) (16,799) (17,303) (17,823) (18,357) (48,545) (50,002) (51,502) (53,047) (54,638) (56,277) (57,966) (59,705) (61,496) (63,341) (65,241) (67,198) (69,214) (71,290) (73,429) 1,368,573 1,434,880 1,503,179 1,573,530 1,645,993 1,715,353 1,792,234 1,871,424 1,952,992 2,037,010 2,900,542 2,989,682 3,081,498 3,176,072 3,273,486 185,168 194,140 203,381 212,899 222,704 232,088 242,490 253,204 264,241 275,608 392,445 404,505 416,928 0 0 0 0 0 0 0 0 0 0 0 0 0 0 366,338 429,724 442,904
324,477 340,198 356,391 373,070 390,251 406,695 424,923 443,698 463,037 482,957 687,693 708,828 730,597 0 0 0 0 0 0 0 0 0 0 0 0 0 0 641,946 753,019 776,115
174,641 183,102 191,818 200,795 210,042 218,893 228,704 238,809 249,218 259,939 370,133 381,508 393,224 0 0 684,286 717,440 751,590 786,765 822,996 857,676 896,117 935,712 976,496 1,018,505 1,450,271 1,494,841 2,549,034 1,182,743 1,219,020 2,530,844 2,421,601 2,300,109 2,165,732 2,017,804 1,855,635 1,679,216 1,487,103 1,278,511 1,052,626 808,596 440,409 49,116 0 0 75,925 72,648 69,003 64,972 60,534 55,669 50,376 44,613 38,355 31,579 24,258 13,212 1,473 0 0 (185,168) (194,140) (203,381) (212,899) (222,704) (232,088) (242,490) (253,204) (264,241) (275,608) (392,445) (404,505) (50,590) 0 0 2,421,601 2,300,109 2,165,732 2,017,804 1,855,635 1,679,216 1,487,103 1,278,511 1,052,626 808,596 440,409 49,116 0 0 0 4,449,542 4,519,798 4,590,053 4,660,309 4,730,565 4,800,821 4,871,077 4,941,333 5,011,589 5,081,845 5,152,101 5,222,357 5,292,613 4,996,530 4,637,062 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 70,256 0 0 0 0 0 0 0 0 0 0 0 0 (366,338) (429,724) (442,904)
4,519,798 4,590,053 4,660,309 4,730,565 4,800,821 4,871,077 4,941,333 5,011,589 5,081,845 5,152,101 5,222,357 5,292,613 4,996,530 4,637,062 4,264,414 4,434,880 4,243,450 4,030,556 3,795,082 3,535,864 3,251,689 2,942,545 2,605,898 2,240,376 1,844,550 1,416,929 771,744 86,068 0 0 133,046 127,304 120,917 113,852 106,076 97,551 88,276 78,177 67,211 55,337 42,508 23,152 2,582 0 0 (324,477) (340,198) (356,391) (373,070) (390,251) (406,695) (424,923) (443,698) (463,037) (482,957) (687,693) (708,828) (88,650) 0 0 4,243,450 4,030,556 3,795,082 3,535,864 3,251,689 2,942,545 2,605,898 2,240,376 1,844,550 1,416,929 771,744 86,068 0 0 0 7,805,458 7,928,702 8,051,947 8,175,191 8,298,435 8,421,679 8,544,923 8,668,167 8,791,411 8,914,655 9,037,899 9,161,143 9,284,387 8,765,685 8,135,910 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 123,244 0 0 0 0 0 0 0 0 0 0 0 0 (641,946) (753,019) (776,115)
7,928,702 8,051,947 8,175,191 8,298,435 8,421,679 8,544,923 8,668,167 8,791,411 8,914,655 9,037,899 9,161,143 9,284,387 8,765,685 8,135,910 7,483,039 2,386,958 2,283,925 2,169,341 2,042,603 1,903,086 1,750,136 1,583,747 1,402,556 1,205,824 992,781 762,625 415,371 46,324 0 0 71,609 68,518 65,080 61,278 57,093 52,504 47,512 42,077 36,175 29,783 22,879 12,461 1,390 0 0 (174,641) (183,102) (191,818) (200,795) (210,042) (218,893) (228,704) (238,809) (249,218) (259,939) (370,133) (381,508) (47,714) 0 0 2,283,925 2,169,341 2,042,603 1,903,086 1,750,136 1,583,747 1,402,556 1,205,824 992,781 762,625 415,371 46,324 0 0 0

2.83 2.91 3.00 3.09 3.19 3.28 3.38 3.49 3.59 3.70 0.00 0.00 0.00 0.00 0.00 EXHIBIT 5
City Council 68 – 108 6/21/2022
Year
INCOME
Gross Rental Income
Project Based Voucher Overhang (SAHA)
Project Based Voucher Overhang (OCHA)
Vacancy @ 7.57%
Laundry Income
Unit Weighted Vacancy @ 7.53%

EFFECTIVE GROSS INCOME

EXPENSES
Administrative
Management Fee
Operating
Maintenance
Salaries
Taxes (escalated at 2.00%)
Insurance
Renting
Social Programs
Other Expenses: PSH Monitoring Fees (OCHA/OCCS) (no escalation) Other Expenses: PSH Monitoring Fees (OCHFT) (escalated at 2%) Other Expenses: Annual Environmental Monitoring Fees
Replacement Reserves (escalated at 10% every 5 years)
TOTAL OPERATING EXPENSES Op Exp / Income: 45%

NET OPERATING INCOME

DEBT SERVICE
Permanent Loan Note A
Permanent Loan Note B (SAHA PBV Tranche B Loan)
Permanent Loan Note B (OCHA PBV Tranche B Loan)
Conventional Refinance Loan
Cash Flow After Debt Service
SLP Fee
Partnership Administration Fee
Cash Flow After Fees
Only after County Cash Loan is paid off
Only after City Cash Loan is paid off
Total Residual Receipts Payments
Orange County PSH Loan
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
Orange County Residual Receipts Loan (Land Value)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
City Residual Receipts Loan
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
City Residual Receipts Loan (Land Value)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
OCHFT MHSA Loan (2021 PSH NOFA)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
DCR
Cash Flow to Subsidy Provider - County (PSH Loan) (13.5%) Cash Flow to Subsidy Provider - County (Land Loan) (13.5%) Cash Flow to Subsidy Provider - City (Cash Loan) (23.7%) Cash Flow to Subsidy Provider - City (Land Loan) (23.7%) Cash Flow to Subsidy Provider - OCHFT (PSH Loan) (12.8%) Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%

STABILIZED CASH FLOW ANALYSIS
The Crossroads at Washington - Updated Closing Proforma (v04r) Related Companies of California
3%/3% Cash Flow
46 47 48 49 50 51 52 53 54 55
3,153,579 3,248,186 3,345,632 3,446,001 3,549,381 3,655,862 3,765,538 3,878,504 3,994,859 4,114,705 1,482,991 1,527,480 1,573,305 1,620,504 1,669,119 1,719,193 1,770,768 1,823,891 1,878,608 1,934,966 2,070,605 2,132,723 2,196,705 2,262,606 2,330,484 2,400,399 2,472,411 2,546,583 2,622,981 2,701,670 (507,632) (522,861) (538,546) (554,703) (571,344) (588,484) (606,139) (624,323) (643,053) (662,344) 23,416 24,118 24,842 25,587 26,355 27,145 27,960 28,798 29,662 30,552 (1,763) (1,816) (1,870) (1,927) (1,984) (2,044) (2,105) (2,168) (2,233) (2,300) 6,221,196 6,407,831 6,600,066 6,798,068 7,002,010 7,212,071 7,428,433 7,651,286 7,880,824 8,117,249 (196,808) (202,713) (208,794) (215,058) (221,510) (228,155) (235,000) (242,050) (249,311) (256,790) Refi Loan (206,838) (213,043) (219,435) (226,018) (232,798) (239,782) (246,976) (254,385) (262,016) (269,877) Year 55 NOI 4,533,855 (348,764) (359,227) (370,004) (381,104) (392,537) (404,313) (416,443) (428,936) (441,804) (455,058) Year of Refinancing 55 (464,985) (478,935) (493,303) (508,102) (523,345) (539,045) (555,216) (571,873) (589,029) (606,700) Interest Rate 6.50% (686,599) (707,197) (728,412) (750,265) (772,773) (795,956) (819,835) (844,430) (869,763) (895,855) Term (years) 5 years (11,869) (12,107) (12,349) (12,596) (12,848) (13,105) (13,367) (13,634) (13,907) (14,185) DCR 1.2 (195,130) (200,984) (207,014) (213,224) (219,621) (226,210) (232,996) (239,986) (247,185) (254,601) Max Refi Loan 16,091,620 (5,183) (5,339) (5,499) (5,664) (5,834) (6,009) (6,189) (6,375) (6,566) (6,763) (529,423) (545,306) (561,665) (578,515) (595,871) (613,747) (632,159) (651,124) (670,658) (690,777) Loan Balances (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) Orange County PSH Loan 0 (3,169) (3,233) (3,297) (3,363) (3,430) (3,499) (3,569) (3,640) (3,713) (3,787) Orange County Residual Receipts Loan (Land Value) 0 (37,816) (38,950) (40,119) (41,323) (42,562) (43,839) (45,154) (46,509) (47,904) (49,341) (70,267) (70,267) (70,267) (70,267) (70,267) (77,294) (77,294) (77,294) (77,294) (77,294) City Residual Receipts Loan (Land Value) 0 (2,759,218) (2,839,665) (2,922,523) (3,007,863) (3,095,760) (3,193,318) (3,286,562) (3,382,599) (3,481,515) (3,583,394) City Residual Receipts Loan 0 OCHFT MHSA Loan (2021 PSH NOFA) 0
3,461,978 3,568,166 3,677,544 3,790,206 3,906,250 4,018,753 4,141,871 4,268,686 4,399,309 4,533,855 Total Loan Balances (Actual Refi Loan Amount) 0 Balance after Payoff (Can't be below 0) 16,091,620
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
3,461,978 3,568,166 3,677,544 3,790,206 3,906,250 4,018,753 4,141,871 4,268,686 4,399,309 4,533,855 (18,908) (19,475) (20,059) (20,661) (21,281) (21,920) (22,577) (23,254) (23,952) (24,671) (75,632) (77,901) (80,238) (82,645) (85,124) (87,678) (90,308) (93,018) (95,808) (98,682) 3,367,438 3,470,790 3,577,246 3,686,899 3,799,845 3,909,155 4,028,986 4,152,414 4,279,549 4,410,502 0 0 0 0 0 0 0 0 0 0
455,616 469,600 484,003 498,839 514,121 528,910 545,124 561,824 579,025 596,743 0 0 0 0 0 0 0 0 0 0
798,390 822,894 848,134 874,132 900,910 926,827 955,238 984,502 1,014,644 1,045,692 0 0 0 0 0 0 0 0 0 0
1,254,006 1,292,494 1,332,137 1,372,971 1,415,031 1,455,737 1,500,361 1,546,325 1,593,669 1,642,435 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
4,264,414 3,879,054 3,479,710 3,065,963 2,637,380 2,193,515 1,730,410 1,237,199 712,491 154,841 70,256 70,256 70,256 70,256 70,256 65,805 51,912 37,116 21,375 4,645 (455,616) (469,600) (484,003) (498,839) (514,121) (528,910) (545,124) (561,824) (579,025) (159,486) 3,879,054 3,479,710 3,065,963 2,637,380 2,193,515 1,730,410 1,237,199 712,491 154,841 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
7,483,039 6,807,892 6,108,242 5,383,352 4,632,464 3,854,798 3,043,615 2,179,685 1,260,574 283,748 123,244 123,244 123,244 123,244 123,244 115,644 91,308 65,391 37,817 8,512 (798,390) (822,894) (848,134) (874,132) (900,910) (926,827) (955,238) (984,502) (1,014,644) (292,260) 6,807,892 6,108,242 5,383,352 4,632,464 3,854,798 3,043,615 2,179,685 1,260,574 283,748 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
EXHIBIT 5
City Council 68 – 109 6/21/2022
Year
INCOME
Gross Rental Income
Project Based Voucher Overhang (SAHA)
Project Based Voucher Overhang (OCHA)
Vacancy @ 7.57%
Laundry Income
Unit Weighted Vacancy @ 7.53%

EFFECTIVE GROSS INCOME

EXPENSES
Administrative
Management Fee
Operating
Maintenance
Salaries
Taxes (escalated at 2.00%)
Insurance
Renting
Social Programs
Other Expenses: PSH Monitoring Fees (OCHA/OCCS) (no escalation) Other Expenses: PSH Monitoring Fees (OCHFT) (escalated at 2%) Other Expenses: Annual Environmental Monitoring Fees
Replacement Reserves (escalated at 10% every 5 years)
TOTAL OPERATING EXPENSES Op Exp / Income: 45%

NET OPERATING INCOME

DEBT SERVICE
Permanent Loan Note A
Permanent Loan Note B (SAHA PBV Tranche B Loan)
Permanent Loan Note B (OCHA PBV Tranche B Loan)
Conventional Refinance Loan
Cash Flow After Debt Service
SLP Fee
Partnership Administration Fee
Cash Flow After Fees
Only after County Cash Loan is paid off
Only after City Cash Loan is paid off
Total Residual Receipts Payments
Orange County PSH Loan
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
Orange County Residual Receipts Loan (Land Value)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
City Residual Receipts Loan
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
City Residual Receipts Loan (Land Value)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
OCHFT MHSA Loan (2021 PSH NOFA)
Beginning Loan Balance
Cash Flow Payment
Ending Loan Balance
DCR
Cash Flow to Subsidy Provider - County (PSH Loan) (13.5%) Cash Flow to Subsidy Provider - County (Land Loan) (13.5%) Cash Flow to Subsidy Provider - City (Cash Loan) (23.7%) Cash Flow to Subsidy Provider - City (Land Loan) (23.7%) Cash Flow to Subsidy Provider - OCHFT (PSH Loan) (12.8%) Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%
Accrued Interest at 3.00%

STABILIZED CASH FLOW ANALYSIS
The Crossroads at Washington - Updated Closing Proforma (v04r) Related Companies of California
3%/3% Cash Flow
56 57 58 59 60 61 62
4,238,146 4,365,290 4,496,249 4,631,137 4,770,071 4,913,173 5,060,568 1,993,015 2,052,806 2,114,390 2,177,822 2,243,156 2,310,451 2,379,765 2,782,720 2,866,202 2,952,188 3,040,754 3,131,976 3,225,935 3,322,714 (682,214) (702,681) (723,761) (745,474) (767,838) (790,873) (814,600) 31,469 32,413 33,385 34,387 35,418 36,481 37,575
(2,369) (2,440) (2,514) (2,589) (2,667) (2,747) (2,829) 8,360,767 8,611,590 8,869,937 9,136,035 9,410,116 9,692,420 9,983,192 (264,494) (272,429) (280,602) (289,020) (297,690) (306,621) (315,820) (277,973) (286,312) (294,902) (303,749) (312,861) (322,247) (331,915) (468,710) (482,771) (497,254) (512,172) (527,537) (543,363) (559,664) (624,901) (643,648) (662,957) (682,846) (703,332) (724,432) (746,164) (922,731) (950,413) (978,925) (1,008,293) (1,038,542) (1,069,698) (1,101,789) (14,469) (14,758) (15,053) (15,354) (15,661) (15,974) (16,294) (262,239) (270,106) (278,209) (286,555) (295,152) (304,007) (313,127) (6,966) (7,175) (7,390) (7,612) (7,840) (8,075) (8,317) (711,501) (732,846) (754,831) (777,476) (800,800) (824,824) (849,569) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (2,365) (3,863) (3,941) (4,019) (4,100) (4,182) (4,265) (4,351) (50,821) (52,346) (53,917) (55,534) (57,200) (58,916) (60,684) (85,023) (85,023) (85,023) (85,023) (85,023) (93,525) (93,525) (3,696,056) (3,804,133) (3,915,448) (4,030,099) (4,148,186) (4,278,314) (4,403,584) 4,664,711 4,807,457 4,954,489 5,105,936 5,261,930 5,414,106 5,579,608 0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
(3,778,212) (3,778,212) (3,778,212) (3,778,212) (3,778,212) 0 0 886,498 1,029,244 1,176,277 1,327,724 1,483,718 5,414,106 5,579,608 (25,411) (26,173) (26,958) (27,767) (28,600) (29,458) (30,342) (101,643) (104,692) (107,833) (111,068) (114,400) (117,832) (121,367) 759,445 898,379 1,041,486 1,188,889 1,340,718 5,266,816 5,427,900 0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0

1.23 1.27 1.31 1.35 1.39 0.00 0.00
EXHIBIT 5
City Council 68 – 110 6/21/2022
Exhibit D:

City/HOME Loan
Deed of Trust
EXHIBIT 5
City Council 68 – 111 6/21/2022
1 The Crossroads at Washington
City HOME Deed of Trust

FREE RECORDING REQUESTED PURSUANT
TO GOVERNMENT CODE SECTION 27383
When Recorded Mail to:

City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council
_________________________________________________________________

CITY HOME DEED OF TRUST

AND ASSIGNMENT OF RENTS
(1126, 1136 & 1146 East Washington Avenue, Santa Ana, California) THIS DEED OF TRUST AND ASSIGNMENT OF RENTS (“Deed of Trust”) is made as of this 21st day of June, 2022, by Washington Santa Ana Housing Partners, L.P., a California limited partnership, (“Trustor”), to [ ______ ], as trustee (“Trustee”), for the benefit of the City of Santa Ana, a charter city and municipal corporation , as beneficiary (“Beneficiary”).

FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor’s leasehold interest in the property located in the City of Santa Ana, State of California, that is described in Exhibit A, attached hereto and incorporated herein by this reference (the “Property”), on which Trustor intended to construct and operate an apartment complex commonly known as Crossroads at Washington.

TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including without limiting the generality of the foregoing, all tenements, hereditament and appurtenances thereof and thereto; TOGETHER WITH any and all buildings, improvements and landscaping of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property (sometimes collectively referred to as the “Improvements”);
EXHIBIT 5
City Council 68 – 112 6/21/2022
2 The Crossroads at Washington
City HOME Deed of Trust
TOGETHER WITH all building materials and equipment now or hereafter delivered to said Property and intended to be installed therein;
TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys, strips and gores of land adjacent to or used in connection with the Property and/or Improvements; TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all oil, gas and mineral rights (including royalty and leasehold rights relating thereto), all water and water rights and shares of stock relating thereto, all leases of all or any portion of the Property or Improvements entered into by Trustor as lessor or lessee, all options to purchase or lease all or any portion of the Property and/or Improvements, all deposits made with or other security given by Trustor to third parties including, utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by and proceeding or purchase in lieu thereof of the whole or any part of such property; and TOGETHER WITH all articles of personal property or fixtures now or hereafter attached to, located on, installed in or used in and about the Property and/or Improvements, including without limitation, all partitions, generators, screens, boilers, furnaces, pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing machinery and equipment, water tanks, heating, ventilating, air conditioning and air cooling machinery and, equipment, gas and electric machinery and equipment and other appliances, machinery and equipment and other fixtures of every nature, all of which shall remain real property, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the Property in any manner.

TOGETHER WITH all present and future accounts, general intangibles, chattel paper, deposit accounts, investment property, instruments and documents as those terms are defined in the California Commercial Code, now or hereafter relating or arising with respect to the Property and/or Improvements and/or the use thereof or any improvements thereto, including without limitation: (i) all rights to the payment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the Property and/or Improvements; (ii) all deposit accounts and other accounts and funds created under or pursuant to the Loan Agreement (as defined below), and the other Loan Documents, all amounts now or hereafter on deposit herein, and all interest and other earnings thereon with the exception of the operating reserve created pursuant to Borrower’s Partnership Agreement (as defined in the Loan Agreement); (iii) all use permits, occupancy permits, construction and building permits, and all other permits and approvals required by any governmental or quasi-governmental authority in connection with the development, construction, use, occupancy or operation of the Property and/or Improvements; (iv) any and all agreements relating to the occupancy and/or operation of the Property and/or Improvements, including without limitation service, property management, landscaping, gardening, consulting and other contracts of every nature (to the extent the same are assignable); (v) all lease or rental agreements; (vi) all names under which the Property and/or Improvements EXHIBIT 5
City Council 68 – 113 6/21/2022
3 The Crossroads at Washington
City HOME Deed of Trust
are now or hereafter known and all rights to carry on business under any such names or any variant thereof; (vii) all trademarks relating to the Property and/or Improvements and/or the use, occupancy or operation thereof; (viii) all goodwill relating to the Property and/or Improvements and/or the use, occupancy or operation thereof; (ix) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, use, occupancy or operation of the Property and/or Improvements; (x) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Property and/or Improvements; (xi) all water stock, if any, relating to any Property and/or Improvements; (xii) all supplements, modifications and amendments to the foregoing and all present and future accessions, additions, attachments, replacements and substitutions of or to any or all of the foregoing; and (xiii) all cash and noncash proceeds and products of any or all of the foregoing, including without limitation all monies, deposit accounts, insurance proceeds and other tangible or intangible property received upon a sale or other disposition of any of the foregoing, whether voluntary or involuntary; and TOGETHER WITH all present and future goods, equipment and inventory, as those terms are defined in the California Commercial Code, and all other present and future personal property of any kind or nature whatsoever, now or hereafter located at, upon or about the Property and/or Improvements, or used or to be used in connection with or relating or arising with respect to the Property and/or Improvements, the use thereof or any improvements thereto.

All of the foregoing, together with the Property, is herein referred to as the “Security”.

To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever.

FOR THE PURPOSE OF SECURING:
(a) Payment of and performance of all indebtedness of Trustor to Beneficiary as set forth in the Loan Agreement (defined in Section 1.5 below) and the Note (defined in Section 1.6 below) in the original principal amount of $3,007,489 until paid or canceled. Said principal and other payments shall be due and payable as provided in the Loan Agreement and the Note. The Loan Agreement and the Note and all their terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; (b) Payment and performance of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust with interest thereon as provided herein;
(c) Payment and performance of every other obligation, covenant or agreement of Trustor contained in this Deed of Trust and in the other “Loan Documents” (as such term is defined in the Loan Agreement);
(d) Payment and performance of all renewals, extensions, supplements, amendments and other modifications of any of the foregoing, including without limitation modifications that are evidenced by new or additional documents or that change the rate of interest on any obligation.

All of the foregoing obligations are referred to collectively herein as the “Obligations”.

EXHIBIT 5
City Council 68 – 114 6/21/2022
4 The Crossroads at Washington
City HOME Deed of Trust

AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES:

Section 1. DEFINITIONS

1.1 Defined Terms. In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust:
“Debt Instrument” means any debt, loan, mortgage, deed of trust, regulatory agreement or security instrument relating to the Property or the Security, including, but not limited to, the Loan Documents.
“Environmental Reports” [list to be provided under separate cover] “Hazardous Substance” means:
(a) any oil, flammable substance, explosive, radioactive material, hazardous waste or substance, toxic waste or substance or any other waste, material, or pollutant that (i) poses a hazard to the Property or to persons on the Property or (ii) causes the Property to be in violation of any Hazardous Substance Law;
(b) asbestos in any form;
(c) urea formaldehyde foam insulation;
(d) transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls;
(e) radon gas;
(f) any chemical, material, or substance defined as or included in the definition of “hazardous substance,” “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” or “toxic substances” or words of similar import under any applicable local, state, or federal law or under the regulations adopted or publications promulgated pursuant to those laws, including, but not limited to, any Hazardous Substance Law, Code of Civil Procedure § 564, as amended from time to time, Code of Civil Procedure § 726.5, as amended from time to time, Code of Civil Procedure §736, as amended from time to time, and Civil Code § 2929.5, as amended from time to time; (g) any other chemical, material, or substance, exposure to which is prohibited, limited, or regulated by any governmental authority with authority over the Property or which may pose a hazard to the health and safety of the occupants of the Property or the owners or occupants of property adjacent to or surrounding the Property, or any other person coming on the Property or any adjacent property; and
EXHIBIT 5
City Council 68 – 115 6/21/2022
5 The Crossroads at Washington
City HOME Deed of Trust
(h) any other chemical, material, or substance that may pose a hazard to the environment.

The term Hazardous Substance shall not include materials or substances commonly used in the construction and operation of an apartment complex in accordance with applicable Hazardous Substance Law.
“Hazardous Substance Claim” means any enforcement, cleanup, removal, remedial, or other governmental, regulatory, or private actions, agreements, or orders threatened, instituted, or completed pursuant to any Hazardous Substance Law together with all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost-recovery compensation, loss, or injury resulting from the presence, release or discharge of any Hazardous Substance.
“Hazardous Substance Law” means any federal, state, or local law, ordinance, regulation, or policy relating to the environment, health, and safety, any Hazardous Substance (including, without limitation, the use, handling, transportation, production, disposal, discharge, or storage of the substance), industrial hygiene, soil, groundwater, and indoor and ambient air conditions or the environmental conditions on the Property, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 [42 USCS §§ 9601 et seq.], as amended from time to time; the Hazardous Substances Transportation Act [49 USCS §§ 1801 et seq.], as amended from time to time; the Resource Conservation and Recovery Act [42 USCS §§ 6901 et seq.], as amended from time to time; the Federal Water Pollution Control Act [33 USCS §§ 1251 et seq.], as amended from time to time; the Hazardous Substance Account Act [Health and Safety Code §§ 25300 et seq.], as amended from time to time; the Hazardous Waste Control Law [Health and Safety Code §§ 25100 et seq.], as amended from time to time; the Medical Waste Management Act [Health and Safety Code §§ 25015 et seq.], as amended from time to time; and the Porter-Cologne Water Quality Control Act [Water Code §§ 13000 et seq.], as amended from time to time.
“Loan Agreement” means that certain Loan Agreement, which terms and provision are incorporated into this Deed of Trust by reference, of even date herewith between Trustor and Beneficiary.
“Note” means that certain promissory note of even date herewith executed by the Trustor, the payment of which is secured by this deed of Trust.
“Principal” means the aggregate of all principal and interest due under the Note. “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, including continuing migration, of Hazardous Substances that goes into the soil, surface water, or groundwater of the Property, whether or not caused by, contributed to, permitted by, acquiesced to, or known to Trustor.

Section 2. GENERAL COVENANTS OF TRUSTOR REGARDING THE

PROPERTY, IMPROVEMENTS AND SECURITY
EXHIBIT 5
City Council 68 – 116 6/21/2022
6 The Crossroads at Washington
City HOME Deed of Trust

2.1. Payment of Secured Obligations.

Trustor shall duly and punctually pay and perform all Obligations, including but not limited to all terms, covenants, conditions and agreements set forth in the Debt Instruments, the Loan Agreement, the Note and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof.

2.2. Maintenance, Repair and Modification.
(a) The Trustor agrees that at all times prior to full payment of the sum owed under the Note, the Trustor will, at the Trustor’s own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition and repair and in a prudent and businesslike manner. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals to the Security, which are necessary or appropriate. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security.
(b) Trustor shall not remove, demolish or substantially alter any of the Improvements, other than to make repairs in the ordinary course of business of a non-structural nature which serve to preserve or increase the value of the Security without Beneficiary’s prior written consent, which consent shall not be unreasonably withheld so long as Trustor provides reasonable evidence to Beneficiary that, following such demolition and restoration and/or alteration, the Improvements shall have a fair market value at least equal to their fair market value prior to such demolition and restoration and/or alteration; Trustor shall complete promptly and in a good and workmanlike manner any Improvement which may now or hereafter be constructed and promptly restore in like manner any Improvement which may be damaged or destroyed thereon from any cause whatsoever, and pay when due all claims for labor performed and materials furnished therefor; Trustor shall comply with all laws, ordinances, rules, regulations, covenants, conditions, restrictions and orders of any governmental authority now or hereafter affecting the conduct or operation of Trustor’s business or the security or any part thereof or requiring any alteration or improvement to be made thereon; Trustor shall not commit, suffer or permit any act to be done in, upon or to the Security or any part thereof in violation of any such laws, ordinances, rules, regulations or orders, or any covenant, condition or restriction now or hereafter affecting the Security; Trustor shall not commit or permit any waste or deterioration of the Security, and shall keep and maintain abutting grounds, sidewalks, roads, parking and landscape areas in good and neat order and repair; Trustor will not take (or fail to take) any action, which if taken (or not so taken) would increase in any way the risk of fire or other hazard occurring to or affecting the Security or otherwise would impair the security of Beneficiary in the Security; Trustor shall comply with the provisions of all leases, if any, constituting a portion of the Security; Trustor shall not abandon the Security or any portion thereof or leave the Security unprotected, unguarded, vacant or deserted; Trustor shall not initiate, join in or consent to any change in any zoning ordinance, general plan, specific plan, private restrictive covenant or other public or private restriction limiting the uses which may be made of the Security by Trustor or by the owner thereof; Trustor shall secure and maintain in full force all permits necessary for the use, occupancy and operation of the Security; except as otherwise prohibited or restricted by the Loan Agreement and the other instruments and documents executed in connection with the transaction to which the Loan Agreement pertains or EXHIBIT 5
City Council 68 – 117 6/21/2022
7 The Crossroads at Washington
City HOME Deed of Trust
any of them, Trustor shall do any and all other acts which may be reasonably necessary to protect or preserve the value of the Security and the rights of Trustee and Beneficiary with respect thereto.

2.3. Granting of Easements.

Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law.

2.4. Agreement to Pay Attorneys’ Fees and Expenses.

In the event of any Event of Default (as defined below) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so paid by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall bear interest from the date such expenses are paid at the Agreed Rate (as defined in Section 3.1(d) below).

2.5. Payment of the Principal.

The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein.

2.6. Fixture Filing and Security Agreement.
(a) To the maximum extent permitted by law, the personal property subject to this Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall constitute a fixture filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement under the California Commercial Code and Trustor hereby grants to Beneficiary a security interest in all of Trustor’s right, title and interest, whether now existing or hereafter arising, in and to any portion of the Property which constitutes personal property (the “Personal Property”).
(b) Trustor hereby represents and warrants to Beneficiary that: (1) Trustor is the owner of the Personal Property and no other person has any right, title, claim or interest (by way of security interest or other lien or charge or otherwise) in, against or to the Personal Property other than any senior lender or lien holder approved in writing by Beneficiary; (2) the Personal Property is free from all liens, security interests, encumbrances and adverse interests, except Permitted Encumbrances (hereinafter defined); (3) no financing statement or similar filing covering any of the Personal Property, and naming any secured party other than Beneficiary and the holders of Permitted Encumbrances, is on file in any public office; (4) each account, general intangible, chattel paper, deposit account, instrument, document, agreement, contract or right to the payment of money constituting Personal Property (collectively, the "Rights to Payment"), if EXHIBIT 5
City Council 68 – 118 6/21/2022
8 The Crossroads at Washington
City HOME Deed of Trust
any, is genuine and enforceable in accordance with its terms against the party obligated to pay the same and (5) the Personal Property is not used nor was the Personal Property purchased for personal or family use by Trustor.
(c) Trustor hereby agrees: (1) to pay, prior to delinquency, all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting all or any part of the Personal Property; (2) not to amend, modify, supplement, terminate or cancel any of the Personal Property; (3) without the prior written consent of Beneficiary, not to remove all or any part of the tangible Personal Property from the Property; (4) to give Beneficiary thirty (30) days' prior written notice of any change in Trustor's residence, principal place of business, chief executive office or trade names or styles; (5) to appear in and defend any action or proceeding which may affect the Personal Property (including, without limitation, actions, proceedings and claims which may affect Trustor's title to the Personal Property or the validity or priority of Beneficiary's security interest in the Personal Property); (6) to indemnify Beneficiary against all claims, demands and liabilities of every kind caused by the Personal Property; and (7) upon not less than 72 hours’ prior written notice and during regular business hours, to permit Beneficiary to enter Trustor's premises to inspect the Personal Property; provided, that Trustor shall have the right to require that a representative of Trustor be present during any such entry made while any construction and/or rehabilitation work is occurring. Trustor further agrees (8) to fully and timely perform all of its obligations under and with respect to all Rights of Payment and to diligently enforce all of the obligations of each obligor thereunder; (9) not to amend, modify, supplement, cancel or terminate any of the Rights to Payment in any material respect without the prior written consent of Beneficiary; (10) to keep the Rights to Payment and all proceeds free and clear of all defaults, defenses, rights of offset and counterclaim; (11) to take or bring, in Beneficiary's name or in the name of Trustor, as Beneficiary may require, all actions, suits or proceedings reasonably deemed necessary by Beneficiary to effect collection or to realize upon Rights to Payment; and (12) not to commingle Rights to Payment or collections thereunder with other property. (d) As soon as practicable, and in any event within ten (10) days, Trustor shall notify Beneficiary of: (1) any attachment or other legal process levied against any of the Personal Property; (2) any information received by Trustor which may in any manner materially and adversely affect the value of the Personal Property or the rights and remedies of Beneficiary with respect thereto; and (3) the removal of any of the Personal Property to a new location other than in the ordinary course of business and the removal of any records of Trustor relating to the Personal Property to any location other than the Land and Improvements. (e) Trustor hereby irrevocably constitutes and appoints Beneficiary as its attorney-infact to, after the occurrence and during the occurrence of an Event of Default: (1) perform any obligation of Trustor hereunder in Trustor's name or otherwise; (2) give notice of Beneficiary's rights in the Rights to Payment, to enforce the same, and make extension agreements with respect thereto; (3) release persons liable on the Rights to Payment and to give receipts and acquittances and compromise disputes in connection therewith; (4) release security for the Rights to Payment; (5) resort to security for the Rights to Payment in any order; (5) prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, and other documents to perfect preserve or release Beneficiary's interest in the Rights to Payment; and (6) do all acts and things EXHIBIT 5
City Council 68 – 119 6/21/2022
9 The Crossroads at Washington
City HOME Deed of Trust
and execute all documents in the name of Trustor or otherwise, deemed by Beneficiary as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. The power of attorney granted hereunder is coupled with an interest and is irrevocable.

2.7. Financing Statement.

The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts that the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Note in accordance with its terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument.

2.8. Operation of the Security.

The Trustor agrees and covenants to operate the Security in full compliance with the Loan Agreement and the Debt Instruments.

2.9. Inspection of the Security.

The Trustor covenants and agrees that at any and all reasonable times during regular business hours and upon not less than 72 hours’ prior written notice, the Beneficiary and its duly authorized agents, attorney’s experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect all or any portion of the Security, including, but not limited to, the right to inspect and copy all reports and records pertaining thereto provided, that Trustor shall have the right to require that a representative of Trustor be present during any entry onto the Property made while any construction and/or rehabilitation work is occurring.

2.10. Nondiscrimination.

The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, age, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it 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 the Security. The foregoing covenants shall run with the land.

2.11. Subrogation and Waiver of Offset.
(a) Trustor waives any and all right to claim or recover against Beneficiary, its officers, employees, agents and representatives, for loss of or damage to Trustor, the Security, EXHIBIT 5
City Council 68 – 120 6/21/2022
10 The Crossroads at Washington
City HOME Deed of Trust
Trustor’s property or the property of others under Trustor’s control from any cause insured against or required to be insured against by the provisions of this Deed of Trust; provided, however, that this waiver of subrogation shall not be effective with respect to any policy of insurance permitted or required by this Deed of Trust if (i) such policy prohibits, or if coverage thereunder would be reduced as a result of, such waiver of subrogation and (ii) Trustor is unable to obtain from a carrier issuing such insurance a policy that, by special endorsement or otherwise, permits such a waiver of subrogation.
(b) Except as otherwise specifically provided herein, all amounts payable by Trustor pursuant to this Deed of Trust shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Trustor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (i) any damage to or destruction of or any condemnation or similar taking of the Security or any part thereof; (ii) any restriction or prevention of or interference by any third party with any use of the Security or any part thereof; (iii) any title defect or encumbrance or any eviction from the Security or any part thereof by title paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary, or any action taken with respect to this Deed of Trust by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (v) any claim which Trustor has or might have against Beneficiary; (vi) any default or failure on the part of Beneficiary to perform or comply with any of the terms hereof or of any other agreement with Trustor; or (vii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing. Except as expressly provided herein, Trustor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and payable by Trustor.

2.12. Utilities.

Trustor shall pay or cause to be paid when due all utility charges which are incurred for the benefit of the Security or which may become a charge or lien against the Security for gas, electricity, water, sewer services or other fees and charges for utilities furnished to the Security and all other assessments or charges of a similar nature, whether public or private, affecting or related to the Security or any portion thereof, whether or not such taxes, assessments or charges are or may become liens thereon.

2.13. Actions by Beneficiary to Preserve Property.

If Trustor fails to make any payment or to do any act as and in the manner provided in this Deed of Trust, Beneficiary and Trustee, and each of them, each in its own discretion, without obligation to do so, without releasing Trustor from any Obligation, and subject only to the notice and cure provisions of the Loan Agreement, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. In connection therewith (without limiting their general and other powers, whether conferred herein, in another Loan Document or by law), Beneficiary and Trustee shall each and are hereby given the right, but not the obligation: (i) to enter upon and take possession of the Security; (ii) to make additions, alterations, repairs and improvements to the Security which either of them consider necessary or EXHIBIT 5
City Council 68 – 121 6/21/2022
11 The Crossroads at Washington
City HOME Deed of Trust
proper to keep the Security in good condition and repair; (iii) to appear and participate in any action or proceeding which may affect the security hereof or the rights or powers of Beneficiary or Trustee; (iv) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or debt which in the judgment of either may affect the security of this Deed of Trust or be prior or superior hereto; and (v) in exercising such powers to pay necessary expenses, including employment of counsel or other necessary or desirable consultants. Trustor shall reimburse Beneficiary on demand for all costs incurred by Beneficiary in connection with actions which Beneficiary reasonably deems advisable to protect its interest under the Loan Agreement and all such amounts shall bear interest at the Agreed Rate following demand and be secured hereby.

2.14. Transfer of Property by Trustor.

Prior to repayment of the Note, Trustor agrees that Trustor shall not sell or transfer the Security or any interest therein or sell or transfer all or substantially all of the assets of Trustor or any of them except as may be provided in the Loan Agreement.

2.15. Additional Security.

No other security now existing, or hereafter taken, to secure the Obligations secured hereby or the liability of any maker, surety guarantor or endorser with respect to such Obligations, or any of them, shall be impaired or affected by the execution of this Deed of Trust; and all additional security shall be taken, considered and held as cumulative. The taking of additional security, execution of partial releases of the Security, or any extension of the time of payment of the indebtedness shall not diminish the force, effect or lien of this Deed of Trust and shall not affect or impair the liability of any maker, surety, guarantor or endorser for the payment of said indebtedness. In the event Beneficiary at any time holds additional security for any of the Obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option, either before, concurrently, or after a sale is made hereunder.

2.16. Liens.

Trustor shall not cause, incur suffer or permit to exist or become effective any lien, encumbrance or charge upon all or any part of the Property, the Improvements or any interest therein other than (a) easements, rights of way, covenants, conditions, restrictions, liens, and other title limitations approved in writing by Beneficiary prior to the execution of this Deed of Trust, (b) immaterial easements and rights of way which are required by governmental authorities as a condition to the use and operation of the Improvements which are approved in writing by Beneficiary after the execution of this Deed of Trust, (c) easements, rights of way, covenants, conditions, restrictions, liens and other title limitations allowed pursuant to Section

2.3 hereof and (d) deeds of trust, regulatory agreements and covenants contained in that certain lender’s title policy issued to the Beneficiary in connection with the Loan on or about the date hereof (the “Permitted Encumbrances”). Trustor shall pay and promptly discharge, at Trustor’s cost and expense, all liens, encumbrances and charges upon the Security, or any part thereof or interest therein other than the Permitted Encumbrances; provided, that the existence of any mechanic’s, laborer’s, materialman’s, supplier’s or vendor’s lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof. Trustor shall have the right to contest in good faith the validity of any such EXHIBIT 5
City Council 68 – 122 6/21/2022
12 The Crossroads at Washington
City HOME Deed of Trust
lien, encumbrance or charge, provided Trustor shall first deposit with the Beneficiary a bond or other security reasonably satisfactory to Beneficiary in such amounts as Beneficiary shall reasonably require, but not more than one hundred fifty percent (150%) of the amount of the claim or shall post a bond authorized by statute in lieu thereof, and provided further that Trustor shall thereafter diligently proceed to cause such lien, encumbrance or charge to be removed and discharged. If Trustor shall fail to remove and discharge any such lien, encumbrance, or charge, then, in addition to any other right or remedy of Beneficiary, Beneficiary may, but shall not be obligated to, discharge the same, without inquiring into the validity of such lien, encumbrance or charge nor into the existence of any defense or offset thereto, either by paying the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in court a bond or the amount claimed, or otherwise giving security for such claim, in such manner as is or may be prescribed by law. Trustor shall, promptly upon demand therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and expenses incurred by Beneficiary in connection with the exercise by Beneficiary of the foregoing right to discharge any such lien, encumbrance or charge, together with interest thereon from the date of such expenditure at the Agreed Rate and, until paid, such sums shall be secured hereby.

2.17. Beneficiary’s Powers.

Without affecting the liability of any other person liable for the payment of any Obligation herein mentioned, and without affecting the lien or charge of this Deed of Trust upon any portion of the Security not then or theretofore released as security for the full amount of all unpaid Obligations, Beneficiary may, from time to time and without notice: (a) release any person so liable, (b) extend the maturity or alter any of the terms of any such Obligation (to the extent that Beneficiary is so allowed under the Loan Agreement), (c) grant other indulgences, (d) release or reconvey, or cause to be released or reconveyed at any time at Beneficiary's option any parcel, portion or all of the Security, (e) take or release any other or additional security for any Obligation herein mentioned, or (f) make compositions or other arrangements with debtors in relation thereto. By accepting payment or performance of any Obligation secured by this Deed of Trust after the payment or performance thereof is due or after the filing of notice of default and election to sell (other than satisfaction in full of the Obligations), Beneficiary shall not have thereby waived its right to require prompt payment or performance, when due, of all other Obligations secured hereby, or to declare a default for failure so to pay or perform, or to proceed with the sale under any notice of default and election to sell theretofore given by Beneficiary, or with respect to any unpaid balance of the indebtedness secured hereby. The acceptance by Beneficiary of any sum in an amount less than the sum then due shall not constitute a waiver of the obligation of Trustor to pay the entire sum then due. Trustor’s failure to pay the entire sum then due shall continue to be a default, notwithstanding the acceptance of partial payment, and, until the entire sum then due shall have been paid, Beneficiary or Trustee shall at all times be entitled to declare a default and to exercise all the remedies herein conferred, and the right to proceed with a sale under any notice of default and election to sell shall in no way be impaired, whether or not such amounts are received prior or subsequent to such notice. No delay or omission of Trustee or Beneficiary in the exercise of any other right or power hereunder shall impair such right or power or any other right or power nor shall the same be construed to be a waiver of any default or any acquiescence therein.

2.18. Suits to Protect Property.

EXHIBIT 5
City Council 68 – 123 6/21/2022
13 The Crossroads at Washington
City HOME Deed of Trust
Trustor agrees to appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or any additional or other security for the obligations secured, the interest of Beneficiary of the rights, powers and duties of Trustee, and to pay all costs and expenses, including without limitation, cost of evidence of title and reasonable attorneys’ fees, in any action or proceeding in which Beneficiary or Trustee may appear to be made a party, including, but not limited to, foreclosure or other proceeding commenced by those claiming a right to any part of the Property under subordinate liens, in any action to partition or condemn all or part of the Property, whether pursued to final judgment, and in any exercise of the power of sale in this Deed of Trust, whether the sale is actually consummated.

Section 3. TAXES AND INSURANCE; ADVANCES

3.1. Taxes, Other Governmental Charges and Utility Charges. (a) Trustor shall pay, prior to delinquency, all real property taxes and assessments, general and special, and all other charges of any kind, including without limitation nongovernmental levies or assessments such as maintenance charges, levies or other charges resulting from covenants, conditions and restrictions affecting the Security, which are assessed or imposed upon the Security or upon Trustor as owner or operator of the Security, or become due and payable, and which create or may create a lien upon the Security, or any part thereof, or upon any personal property, equipment or other facility used in the operation or maintenance thereof (all the above collectively hereinafter referred to as “Impositions”); provided, however, that if, by law, any Imposition is payable, or may at the option of the taxpayer be paid, in installments, Trustor may pay the same in installments (together with any interest charged) as the same become due and before any fine, penalty or cost may be added thereto for the nonpayment of any such installment. Notwithstanding the foregoing, Trustor shall have the right to diligently contest, in good faith and by appropriate proceedings, the validity of any Imposition, so long as Trustor demonstrates to Beneficiary that Trustor is maintaining sufficient reserves for the payment of all contested liabilities and so long as the security and value of Beneficiary’s interest under this Deed of Trust are not impaired as a result of such contest. (b) If at any time after the date hereof there shall be assessed or imposed (1) a tax or assessment on the Security in lieu of or in addition to the Impositions payable by Trustor pursuant to this Section 3.1 hereof, or (2) a license fee, tax or assessment imposed on Beneficiary and measured by or based in whole or in part upon the amount of the outstanding Obligations secured hereby, then all such taxes, assessments or fees shall be deemed to be included within the term “Impositions” as defined in this Section and Trustor shall pay and discharge the same as herein provided with respect to the payment of Impositions. If Trustor fails to pay such Impositions prior to delinquency or if Trustor is prohibited by law from paying such Impositions, Beneficiary may at its option declare all Obligations secured hereby, together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding, Trustor shall have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary or on the Obligations secured hereby. (c) Trustor shall deliver to Beneficiary within thirty (30) days after the date upon which any such Imposition is due and payable by Trustor official receipts of the appropriate taxing authority, or other proof reasonably satisfactory to Beneficiary, evidencing the payment EXHIBIT 5
City Council 68 – 124 6/21/2022
14 The Crossroads at Washington
City HOME Deed of Trust
thereof. Trustor shall not suffer, permit or initiate the joint assessment of any real and personal property which may constitute all or a portion of the Security and the personal property or suffer, permit or initiate any other procedure whereby the lien of real property taxes and the lien of personal property taxes shall be assessed, levied or charged to the Security as a single Lien.

Trustor shall cause to be furnished to Beneficiary a tax reporting service, covering the Property, of a type and duration, and with a company, reasonably satisfactory to Beneficiary. (d) In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within fifteen (15) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the lesser of twelve percent (12%) per annum or the maximum rate permitted by law (hereinafter the “Agreed Rate”), shall become an additional Obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts.

3.2. Insurance.
(a) Trustor agrees to provide insurance conforming in all respects to that required under the Loan Agreement at all times until all amounts secured by this Deed of Trust have been paid and all other Obligations secured hereunder fulfilled, and this Deed of Trust reconveyed.

All such insurance policies and coverages shall be maintained at Trustor’s sole cost and expense. (b) All said insurance shall have attached thereto a lender’s loss payable endorsement for the benefit of Beneficiary in form reasonably satisfactory to the Beneficiary and/or shall name Beneficiary as an additional insured, as Beneficiary may require, and shall contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policies notwithstanding any act or negligence of Trustor or any party holding under Trustor which might otherwise result in forfeiture of said insurance and the further agreement of the insurer waiving all rights of setoff, counterclaim and deduction against Trustor.

At Beneficiary’s option, Trustor shall furnish Beneficiary with an original of all required policies of insurance and/or a certificate of insurance with all required endorsements for each required policy setting forth the coverage, the limits of liability, the deductible, if any, the name of the carrier, the policy number, and the period of coverage, which certificates and endorsements shall be executed by authorized officials of the companies issuing such insurance, or any agents or attorneys-in-fact authorized to issue said certificates and endorsements (in which event each such certificate and endorsements shall be accompanied by a notarized affidavit, agency agreement or power of attorney evidencing the authority of the signatory to issue such certificate on behalf of the insurer named therein), accompanied by a certificate from Trustor that the insurance satisfies the requirements of the Loan Agreement, and that Beneficiary may conclusively rely on such certificates. If Beneficiary consents (which consent shall not be unreasonably withheld or delayed), Trustor may provide any of the required insurance through blanket policies carried by Trustor and covering more than one location; provided, however, all such policies shall be in form and substance and issued by companies reasonably satisfactory to Beneficiary. (c) At least thirty (30) days prior to the expiration of each required policy, Trustor shall deliver to Beneficiary evidence reasonably satisfactory to Beneficiary of the payment of EXHIBIT 5
City Council 68 – 125 6/21/2022
15 The Crossroads at Washington
City HOME Deed of Trust
premium and the renewal or replacement of such policy continuing insurance in form as required by this Deed of Trust or the Loan Agreement. All such policies shall contain a provision that, notwithstanding any contrary agreement between Trustor and the insurance company, such policies will not be canceled, allowed to lapse without renewal, surrendered or materially amended (which term shall include any reduction in the scope, or limits of coverage), other than for nonpayment, without at least thirty (30) days prior written notice to Beneficiary. (d) In the event of foreclosure of this Deed of Trust or other transfer of title or assignment of the Property in extinguishment, in whole or in part, of the debt secured hereby, all right, title and interest of Trustor in and to all policies of insurance required by Section 3.2 hereof and any unearned premiums paid thereon shall, without further act, be assigned to and shall inure to the benefit of and pass to the successor in interest to Trustor or the purchaser or grantee of the Property, and Trustor hereby appoints Beneficiary its lawful attorney-in-fact to execute an assignment thereof and any other document necessary to effect such transfer.

3.3. Advances.

In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Security in accordance with the Loan Agreement, the Beneficiary, after at least twenty (20) days prior written notice to Trustor, may (but shall be under no Obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Beneficiary shall become an additional Obligation of the Trustor to the Beneficiary (together with any applicable interest) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the Agreed Rate.

Section 4. DAMAGE, DESTRUCTION OR CONDEMNATION

4.1. Casualties.

Trustor shall give prompt written notice to Beneficiary upon the occurrence of casualty to or in connection with the Security or any part thereof, whether or not covered by insurance. In the event of such casualty Trustor hereby absolutely and unconditionally assigns to Beneficiary all insurance proceeds which it may be entitled to receive and such proceeds shall be delivered to and held by Beneficiary to be applied to Beneficiary’s expenses in settling, prosecuting or defending any insurance claim, and then to the restoration of any portion of the Security that has been damaged or destroyed to the same condition, character and value as existed prior to such damage or destruction so long as the following conditions are satisfied: (i) Trustor is not in default hereunder (other than any default resulting from such casualty), (ii) Beneficiary’s security is not materially impaired, (iii) all income (from the Security or otherwise) required to pay all debt service and operating expenses of the Security during such restoration and thereafter will be equal to or greater than the income which was required to pay such debt service and operating expenses prior to the casualty, (iv) Trustor evidences to the reasonable satisfaction of Beneficiary that the insurance required to be maintained hereunder will be available to the Trustor during restoration and thereafter, (v) Beneficiary shall have approved the plans and specifications for such restoration, which approval shall not be unreasonably withheld or EXHIBIT 5
City Council 68 – 126 6/21/2022
16 The Crossroads at Washington
City HOME Deed of Trust
delayed, and (vi) in the event that in Beneficiary’s reasonable judgment the insurance proceeds and any amounts deposited with a senior lender are not sufficient to accomplish restoration, Trustor deposits with the Beneficiary or senior lender, if and to the extent required by that senior lender pursuant to the terms of the senior debt instrument, within five days of demand by Beneficiary, the additional amounts necessary to accomplish restoration. Proceeds disbursed for restoration will be released to Trustor in accordance with Beneficiary’s then current customary disbursement procedures. In the event any of the conditions set forth above are not satisfied or if the insurance proceeds shall not be applied to the restoration of the Security within thirty days after receipt of such proceeds by Beneficiary, Beneficiary may release such proceeds to Trustor without such release being deemed a payment of any indebtedness secured hereby, rather than apply such proceeds to the restoration of the Security. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If the Security is restored at a cost less than the available insurance proceeds, then such excess proceeds shall, if Trustor is not then in default hereunder, be paid over to Trustor.

Beneficiary may commence, appear in, defend or prosecute any assigned claim or action, and may adjust, compromise, settle and collect all claims, proceeds and awards assigned to Beneficiary, but shall not be responsible for any failure to collect any claim, proceeds or award, regardless of the cause of the failure.

4.2. Condemnation.

Promptly upon its obtaining knowledge of the institution or the threatened institution of any proceeding for the condemnation or other taking for public or quasi-public use of the Security or any part thereof, or if the same be taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner, or should Trustor receive any notice or other information regarding such proceedings, action, taking or damage, Trustor shall promptly notify Trustee and Beneficiary of such fact. Trustor shall then, if requested by Beneficiary, file or defend its right thereunder and prosecute the same with due diligence to its final disposition and shall cause any award or settlement to be paid to Beneficiary in accordance with the provisions of the Loan Agreement. At Beneficiary’s option, Beneficiary or Trustor may be the nominal party in such proceeding but in any event Beneficiary shall be entitled, without regard to the adequacy of its security, to participate in, appear in, prosecute and settle, jointly with Trustor to control the same and to be represented therein by counsel of its choice, and Trustor will deliver, or cause to be delivered, to Beneficiary such instruments as may be requested by it from time to time to permit such participation. Trustor and Beneficiary agree to act in good faith with respect to any consent, settlement, or award arising out of said prosecution.

If the Security or any part thereof is taken or diminished in value, or if a consent settlement is entered, by or under threat of such proceedings, all compensation, awards, damages, rights of action proceeds and settlements payable to Trustor by virtue of its interest in the security shall be and hereby are assigned, transferred and set over into Beneficiary to be held by it, in trust, subject to the lien and security interest of this Deed of Trust. All such proceeds shall be first applied to reimburse Trustee and Beneficiary, for all costs and expenses, including reasonable attorneys’ fees, incurred in connection with the collection of such award or settlement, and then to the restoration of any portion of the Security that has been taken to the similar condition, character and value as existed prior to such taking so long as the following conditions are satisfied: (i) Trustor is not in default hereunder, (ii) Beneficiary’s security is not materially impaired, (iii) all income (from the Security or otherwise) required to pay all debt service and EXHIBIT 5
City Council 68 – 127 6/21/2022
17 The Crossroads at Washington
City HOME Deed of Trust
operating expenses of the Security during such restoration and thereafter will be equal to or greater than the income which was required to pay such debt service and operating expenses prior to the casualty, (iv) Trustor evidences to the reasonable satisfaction of Beneficiary that the insurance required to be maintained hereunder will be available to the Trustor during restoration and thereafter, (v) Beneficiary shall have approved the plans and specifications for such restoration, and (vi) in the event that in Beneficiary’s reasonable judgment the insurance proceeds and any amounts deposited with a senior lender are not sufficient to accomplish restoration, Trustor deposits with the Beneficiary or senior lender, if and to the extent required by that senior lender pursuant to the terms of the senior Debt Instrument, within five days of demand by Beneficiary, the additional amounts necessary to accomplish restoration. Application or release of proceeds as provided herein shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

Section 5. ENVIRONMENTAL COVENANTS OF TRUSTOR

5.1. Disclosures By Trustor.

Except as disclosed in writing to, and acknowledged and accepted in writing by Beneficiary, Trustor represents and warrants that:
(a) during the period of Trustor’s ownership of the Property (1) there has been no use, generation, manufacture, storage, treatment, disposal, discharge, Release, or threatened Release of any Hazardous Substance by any person on or around the Property except in such small quantities as are customary and usual in the ordinary course of constructing, using and operating a residential housing business on the Property and in strict compliance with all Hazardous Substances Laws, and (2) there have been no Hazardous Substances transported over or through the Property;
(b) Trustor has no knowledge of, or reason to believe that, there has been:
(1) any use, generation, manufacture, storage, treatment, disposal, Release, or threatened Release of any hazardous waste or substance by any prior owners or prior occupants of the Property or by any third parties onto the Property, or (2) any actual or threatened litigation or claims of any kind by any person relating to these matters;
(c) to Trustor’s knowledge, no Hazardous Substances in excess of permitted levels or reportable quantities under applicable Hazardous Substance Laws are present in or about the Property or any nearby real property that could migrate to the Property; (d) to Trustor’s knowledge, no Release or threatened Release exists or has occurred;
EXHIBIT 5
City Council 68 – 128 6/21/2022
18 The Crossroads at Washington
City HOME Deed of Trust
(e) to Trustor’s knowledge, no underground storage tanks of any kind are or ever have been located in or about the Property;
(f) the Property and all of Trustor’s contemplated operations and activities at, and Trustor’s contemplated use and occupancy of, the Property comply with all applicable Hazardous Substance Laws;
(g) Trustor is now in strict compliance with, every permit, license, and approval required by all applicable Hazardous Substance Laws for all activities and operations at, and the use and occupancy of, the Property;
(h) to Trustor’s knowledge, there are no Hazardous Substance Claims pending or threatened with regard to Property or against Trustor; (i) to Trustor’s knowledge the Property has not been nor is it within 2,000 feet of any other property designated as “hazardous waste property” or “border zone property” pursuant to Health and Safety Code §§ 25220 et seq., and no proceedings for a determination of this designation are pending or threatened;
(j) to Trustor’s knowledge, there exists no occurrence or condition on any real property adjoining or within 2,000 feet of the Property that would cause the Property or any part of it to be designated as “hazardous waste property” or “border zone property” under the provisions of Health and Safety Code §§ 25220 et seq., and any regulation adopted in accordance with that section;
(k) that the Trustor’s use of the Property shall be residential housing; (l) to Trustor’s knowledge, any written disclosure submitted by or on behalf of Trustor to Beneficiary concerning any Release or threatened Release, past or present compliance by Trustor or other person of any Hazardous Substance Laws applicable to the Property, the past and present use and occupancy of the Property, and any environmental concerns relating to the Property, was true and complete when submitted and continues to be true and complete as of the date of this Deed of Trust.

As used in this Section 5.1, phrases such as “to Trustor’s knowledge,” shall refer to the actual knowledge of the Trustor, and its agents, directors and other associates, without duty of inquiry or investigation other than the ordering of a Phase I Environmental Assessment as required pursuant to the Loan Agreement.

5.2. Covenants of Trustor.

Trustor agrees, except in the ordinary course of business and in strict compliance with all applicable Hazardous Substance Laws, as follows:
(a) not to cause or permit the property to be used as a site for the use, generation, manufacture, storage, treatment, Release, discharge, disposal, transportation, or presence of any Hazardous Substance, other than Existing Hazardous Materials(as such term is defined in the Ground Lease);
EXHIBIT 5
City Council 68 – 129 6/21/2022
19 The Crossroads at Washington
City HOME Deed of Trust
(b) not to cause, contribute to, permit, or acquiesce in any Release or threatened Release;
(c) not to change or modify the use of the Property without the prior written consent of Beneficiary;
(d) to comply with and to use reasonable commercial efforts to cause the Property and every invitee or occupant of the Property to comply with all Hazardous Substance Laws;
(e) to promptly upon Trustor’s discovery thereof (other than Hazardous Substances that were known prior to Loan closing as disclosed in the Environmental Reports), notify Beneficiary in writing of and to provide Beneficiary with a reasonably detailed description of:
(1) any noncompliance of the Property with any Hazardous Substance Laws;
(2) any Hazardous Substance Claim;
(3) any Release or Threatened Release;
(4) the discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that would cause the Property or any part of it to be designated as “hazardous waste property” or “border zone property” under the provisions of Health and Safety Code §§ 25220 et seq., and any regulation adopted in accordance with that section;
(f) if Trustor discovers a Release or the presence of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law, to:
(1) notify Beneficiary of that discovery together with a reasonably detailed description;
(2) engage promptly after a request by Beneficiary, a qualified environmental engineer reasonably satisfactory to Beneficiary to investigate these matters and prepare and submit to Beneficiary a written report containing the findings and conclusions resulting from that investigation, all at the sole expense of Trustor, and (3) Except as otherwise provided in the Ground Lease, if the Release of Hazardous Substances results in (i) injury to any person, (ii) injury to or contamination of the Property (or a portion thereof), or (iii) injury to or contamination of any real or personal property wherever situated take, at Trustor’s sole expense, all necessary actions to remedy, repair, clean up, or detoxify any Release of Hazardous Substance, including, but not limited to, any remedial action required by any Hazardous Substance Laws or any judgment, consent, decree, settlement, or compromise in respect of any Hazardous Substance Claims, these actions to be performed:

A. in accordance with Hazardous Substance Laws,
EXHIBIT 5
City Council 68 – 130 6/21/2022
20 The Crossroads at Washington
City HOME Deed of Trust
B. in a good and proper manner,
C. under the supervision of a qualified environmental engineer approved in writing by Beneficiary (such approval not to be unreasonably withheld or delayed), D. in accordance with plans and specifications for these actions approved in writing by Beneficiary (such approval not to be unreasonably withheld or delayed), and
E. using licensed and insured qualified contractors approved in writing by Beneficiary;
(g) promptly furnish to Beneficiary copies of all written communications received by Trustor from any governmental authority or other person or given by Trustor to any person and any other information Beneficiary may reasonably request concerning any Release, threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law; and (h) keep Beneficiary generally informed regarding any Release, threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous Substance on or about the Property in violation of any Hazardous Substance Law.

5.3. Rights of Beneficiary.

Upon Beneficiary’s reasonable belief of the existence of a past or present Release or threatened Release not previously disclosed by Trustor in connection with the making of the Loan, the Environmental Reports or the execution of this Deed of Trust or upon Beneficiary’s reasonable belief that Trustor has failed to comply with any environmental provision of this Deed of Trust or any other Loan Document and upon not less than 72 hours’ prior written notice (except in the case of an emergency) to Trustor, Beneficiary or its representatives, employees, and agents, may from time to time and at all reasonable times during regular business hours (or at any time in the case of an emergency) enter and inspect the Property and every part of it (including all samples of building materials, soil, and groundwater and all books, records, and files of Trustor relating to the Property) and perform those acts and things that Beneficiary reasonably deems necessary to inspect, investigate, assess, and protect the Security of this Deed of Trust, for the purpose of determining:
(a) the existence, location, nature, and magnitude of any past or present Release or threatened Release,
(b) the presence of any Hazardous Substances on or about the Property in violation of any Hazardous Substance Law, and
(c) the compliance by Trustor of every environmental provision of this Deed of Trust and every other Loan Document.

In furtherance of the purposes above, without limitation of any of its other rights, Beneficiary may:

EXHIBIT 5
City Council 68 – 131 6/21/2022
21 The Crossroads at Washington
City HOME Deed of Trust
(1) obtain a court order to enforce Beneficiary’s right to enter and inspect the Property under Civil Code § 2929.5; and
(2) have a receiver appointed under Code of Civil Procedure § 564 to enforce Beneficiary’s right to enter and inspect the Property for the purpose set forth above.

All reasonable costs and expenses incurred by Beneficiary with respect to the audits, tests, inspections, and examinations that Beneficiary or its agents, representatives, or employees may conduct, including the reasonable fees of the engineers, laboratories, contractors, consultants, and attorneys, will be paid by Trustor. All reasonable costs or expenses incurred by Trustee and Beneficiary pursuant to this Section (including without limitation court costs, consultant’s fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Agreed Rate from the date they are incurred until those sums have been paid in full. Except as provided by law, any inspections or tests made by Beneficiary or its representatives, employees, and agents will be for Beneficiary’s purposes only and will not be construed to create any responsibility or liability on the part of Beneficiary to Trustor or to any other person. Beneficiary will have the right, but not the obligation, to communicate with any governmental authority regarding any fact or reasonable belief of Beneficiary that constitutes or could constitute a breach of any of Trustor’s obligations under any environmental provision contained in this Deed of Trust or any Loan Document.

5.4. Waiver and Indemnity.

Except as otherwise provided in the Ground Lease, Trustor:
(a) releases and waives any future claims against Beneficiary for indemnity or contribution in the event Trustor becomes liable for cleanup or other costs under any Hazardous Substance Laws or under any Hazardous Substance Claim except to the extent such liability arises out of the gross negligence or willful misconduct or Beneficiary; (b) agrees to reimburse Beneficiary, on demand, for all costs and expenses incurred by Beneficiary in connection with any review, approval, consent, or inspection relating to the environmental provisions in this Deed of Trust together with interest, after demand, at the Agreed Rate; and
(c) agrees to indemnify, defend, and hold Beneficiary and Trustee harmless from all losses, costs, claims, damages, penalties, liabilities, causes of action, judgments, court costs, reasonable attorney fees and other legal expenses, costs of evidence of title, cost of evidence of value, and other expenses (collectively, “Expenses”), including, but not limited to, any Expenses incurred or accruing after the foreclosure of the lien of this Deed of Trust, which either may suffer or incur and which directly or indirectly arises out of or is in any way connected with the breach of any environmental provision either in this Deed of Trust or in any Loan Document or as a consequence of any Release or threatened Release or the presence, use, generation, manufacture, storage, disposal, transportation, Release, or threatened Release of any Hazardous Substance on or about the Property (but excluding any Existing Hazardous Materials), including the soils and groundwater, caused or permitted by Trustor, including, without limitation, to the extent required by an environmental agency with jurisdiction over the EXHIBIT 5
City Council 68 – 132 6/21/2022
22 The Crossroads at Washington
City HOME Deed of Trust
Property, the cost of any required or necessary repair, cleanup, remedy, or detoxification of any hazardous Substance and the preparation of any closure, remedial action, or other required plans.

Trustor’s obligations will survive the satisfaction, release, or cancellation of the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust, for any liability accruing or arising prior to such satisfaction, release, or cancellation of the indebtedness, the release and reconveyance or partial release and reconveyance of this Deed of Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of the Deed of Trust.

5.5. Additional Covenants of Trustor.
(a) Trustor and Beneficiary agree that:
(1) this Section is intended as Beneficiary’s written request for information and Trustor’s written response concerning the environmental condition of the Property as provided by Code of Civil Procedure § 726.5; and (2) each representation, warranty, covenant, or indemnity made by Trustor in this Section or in any other provision of this Deed of Trust or any Loan Document that relates to the environmental condition of the Property is intended by Trustor and Beneficiary to be an “environmental provision” for purposes of Code of Civil Procedure § 736 and will survive the payment of the indebtedness and the termination or expiration of this Deed of Trust and will not be affected by Lender’s acquisition of any interest in the Property, whether by full credit bid at foreclosure, deed in lieu of that, or otherwise. If there is any transfer of any portion of Trustor’s interest in the Property, any successor-in-interest to Trustor agrees by its succession to that interest that the written request made pursuant to this Section will be deemed remade to the successor-in-interest without any further or additional action on the part of Beneficiary and that by assuming the debt secured by this Deed of Trust or by accepting the interest of Trustor subject to the lien of this Deed of Trust, the successor remakes each of the representations and warranties in this Deed of Trust and agrees to be bound by each covenant in this Deed of Trust, including, but not limited to, any indemnity provision. (b) Even though Trustor may have provided Beneficiary with an environmental site assessment or other environmental report together with other relevant information regarding the environmental condition of the Property, Trustor acknowledges and agrees that Beneficiary is not accepting the Property as security for the Loan based on that assessment, report, or information. Rather, Beneficiary has relied on the representations and warranties of Trustor in this Deed of Trust, and Beneficiary is not waiving any of its rights and remedies in the environmental provisions of this Deed of Trust or any other Loan Document. (c) Beneficiary or its agents, representatives, and employees may seek a judgment that Trustor has breached its covenants, representations, or warranties in Section 2 of this Deed of Trust or any other covenants, representations, or warranties that are deemed to be “environmental provisions” pursuant to Code of Civil Procedure § 736 (each an “Environmental Provision”), by commencing and maintaining an action or actions in any court of competent jurisdiction pursuant to Code of Civil Procedure § 736, whether commenced prior to or after foreclosure of the lien of this Deed of Trust. Beneficiary or its agents, representatives, EXHIBIT 5
City Council 68 – 133 6/21/2022
23 The Crossroads at Washington
City HOME Deed of Trust
and employees may also seek an injunction to cause Trustor to abate any action in violation of any Environmental Provision and may seek the recovery of all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Beneficiary (collectively, “Environmental Costs”) incurred or advanced by Beneficiary relating to the cleanup, remedy, or other response action required by any Hazardous Substances Law or any Hazardous Substance Claim. It will be conclusively presumed between Beneficiary and Trustor that all Environmental Costs incurred or advanced by Beneficiary relating to the cleanup, remedy, or other response action of or to the Property were made by Beneficiary in good faith. All reasonable Environmental Costs incurred by Beneficiary under this Section (including without limitation court costs, consultant fees, and attorney fees, whether incurred in litigation and whether before or after judgment) will bear interest at the Agreed Rate from the date of expenditure until those sums have been paid in full.

Beneficiary will be entitled to bid, at any trustee’s or foreclosure sale of the Property, the amount of the costs, expenses, and interest in addition to the amount of other indebtedness. (d) Beneficiary or its agents, representatives, and employees may waive its lien against the Property or any portion of it, including but not limited to the Improvements, to the extent that the Property or any portion of the Security is found to be environmentally impaired in accordance with Code of Civil Procedure § 726.5, and to exercise all rights and remedies of an unsecured creditor against Trustor and all of Trustor’s assets and property for the recovery of any deficiency and Environmental Costs, including, but not limited to, seeking an attachment order under Code of Civil Procedure § 483.010. As between Beneficiary and Trustor, for purposes of Code of Civil Procedure § 726.5, Trustor will have the burden of proving that Trustor or any related party (or any affiliate or agent of Trustor or any related party) was not in any way negligent in permitting the Release or threatened Release of the Hazardous Substances.

Section 6. ASSIGNMENTS OF RENTS, ISSUES AND PROFITS

6.1. Assignment.

Trustor hereby absolutely, irrevocably and unconditionally assigns to Beneficiary, as security for the Obligations, all rents, profits, deposits, royalties, income and other issues and similar benefits derived from the Security (collectively, the “Rents”), and hereby confers upon Beneficiary the right, power and authority to collect such Rents. Trustor irrevocably appoints Beneficiary its true and lawful attorney-in-fact, at the option of Beneficiary, at any time and from time to time, to demand, receive and enforce payment, to give receipts, releases and satisfactions, and to sue, in its name or in the name of Trustor, for all Rents, and apply the same to the Obligations secured hereby; provided, however, that Trustor shall have the right, as between Trustor and Beneficiary, to collect the Rents but not more than one (1) month in advance of the date due unless the written approval of Beneficiary has first been obtained, with the exception of security deposits and “first and last months’ rent” collected from tenants in connection with Trustor’s ordinary leasing of residential apartments within the Property), and to retain and enjoy the same, so long as an Event of Default shall not have occurred hereunder and be continuing.

6.2. Collection Upon Default.

EXHIBIT 5
City Council 68 – 134 6/21/2022
24 The Crossroads at Washington
City HOME Deed of Trust
While any Event of Default remains uncured, Beneficiary may, at any time without notice, either in person, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations hereby secured, enter upon and take possession of the Security, or any part thereof, and, with or without taking possession of the Security or any part thereof, in its own name sue for or otherwise collect such Rents (including those past due and unpaid, and all prepaid Rents and all other monies which may have been or may hereafter be deposited with Trustor by any tenant to secure the payment of any Rent or for any services thereafter to be rendered by Trustor for any other obligation of any tenant to Trustor arising under any lease, and Trustor agrees that, upon the occurrence of any Event or Default hereunder, Trustor shall promptly deliver all Rents and other moneys to Beneficiary), and Beneficiary may apply the same, less costs and expenses of operation and collection, including, without limitation, reasonable attorneys fees, whether or not suit is brought or prosecuted to judgment, against any indebtedness or Obligation of Trustor secured hereby, and in such order as Beneficiary may determine notwithstanding that said indebtedness or the performance of said Obligation may not then be due. The collection of Rents, or the entering upon and taking possession of the Security, or the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice of default or be deemed or construed to make Beneficiary a mortgageein-possession of the Security or any portion thereof.

6.3. Further Assignments.

Upon demand of Beneficiary, Trustor shall, from time to time hereafter, execute, and deliver to Beneficiary recordable assignments of Trustor’s interest in any or all leases, subleases, contracts, rights, licenses and permits now or hereafter affecting the Security or any portion thereof. Such assignments shall be made by instruments in form and substance reasonably satisfactory to Beneficiary; provided, however, that no such assignment shall be construed as imposing upon Beneficiary any obligation with respect thereto. Beneficiary may, at its option, exercise its rights hereunder or under any such specific assignment and such exercise shall not constitute a waiver of any right hereunder or under any such specific assignment.

Section 7. EVENTS OF DEFAULT

7.1. Events of Default.

Each of the following shall constitute Events of Default: (1) the occurrence of an “Event of Default” as defined in the Loan Agreement or as defined in any Debt Instrument; or (2) the failure to make any payment or perform any of Trustor’s other Obligations now or hereafter secured by this Deed of Trust (subject to written notice and expiration of any applicable cure period) and if no cure period is provided, a cure period equal to those granted to the limited partner under Section 7.12.

7.2. Acceleration of Maturity.

If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default, the unpaid Principal of the Note and any other indebtedness and other Obligations secured hereby shall immediately EXHIBIT 5
City Council 68 – 135 6/21/2022
25 The Crossroads at Washington
City HOME Deed of Trust
become due and payable without presentment, protest notice or demand, all of which are hereby expressly waived, upon written notice by the Beneficiary to the Trustor and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right.

7.3. The Beneficiary’s Right to Enter and Take Possession.

If an Event of Default shall have occurred and be continuing, the Beneficiary may:
(a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it reasonably deems necessary to preserve the value or marketability of the Security, or part thereof or interest therein, increase the income therefrom or protect the security thereof and, with or without taking possession of the Security, sue for or otherwise collect the Rents, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection including without limitation reasonable attorneys fees, against any indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon and taking possession of the Security the collection of such Rents and the application thereof as aforesaid shall not cure or waive any Event of Default or notice of default hereunder or invalidate any act done in response to such Event of Default or pursuant to such notice of default, and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale;
(b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor’s interest in the Security to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Orange County; or
(d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the Obligations secured hereby, or provided by law.

7.4. Foreclosure by Power of Sale.

Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust, the Loan Agreement and the Note which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the unpaid Principal amount of the Note is immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require.

EXHIBIT 5
City Council 68 – 136 6/21/2022
26 The Crossroads at Washington
City HOME Deed of Trust
(a) Upon receipt of such notice from the Beneficiary (“Notice of Default”), Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and election to sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and after notice of sale having been given as required by law (“Notice of Sale”), sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise to the Trustor according to California Civil Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of: (1) the unpaid Principal amount of the Note; (2) all other sums then secured hereby; and (3) the remainder, if any, to Trustor. (c) Trustee may postpone sale of all or any portion of the Security by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale.

7.5. Receiver
If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated.

7.6. Application of Funds After Default.

Except as otherwise herein provided, upon the occurrence of an Event of Default hereunder, and while such Event of Default remains uncured, Beneficiary may, at any time without notice, apply any or all sums or amounts received and held by Beneficiary to pay insurance premiums, Impositions, or either of them, or as Rents or income of the Security, or as insurance or condemnation proceeds, and all other sums or amounts received by Beneficiary from or on account of Trustor or the Security, or otherwise, against any indebtedness or Obligation of the Trustor secured hereby, in such manner and order as Beneficiary may elect.

The receipt, use or application of any such sum or amount shall not be construed to affect the EXHIBIT 5
City Council 68 – 137 6/21/2022
27 The Crossroads at Washington
City HOME Deed of Trust
maturity of any indebtedness secured by this Deed of Trust, or any of the rights or powers of Beneficiary under the terms of the Loan Agreement, this Deed of Trust or the Note, or any of the Obligations of Trustor or any guarantor under any other instruments or documents now or hereafter delivered in connection with the Loan Agreement or to cure or waive any default or notice of default under the Loan Agreement or any such instruments or documents; or to invalidate any act of Trustee or Beneficiary.

7.7. Costs of Enforcement.

If any Event of Default occurs, Beneficiary and Trustee, and each of them, may employ an attorney or attorneys to protect their rights hereunder. Trustor promises to pay to Beneficiary, on demand, the reasonable fees and expenses of such attorneys and all other reasonable costs of enforcing the Obligations secured hereby, including, without limitation, recording fees, the expense of a trustee, sale guarantee, Trustee’s fees and expenses, receivers fees and expenses, and all other reasonable expenses, of whatever kind or nature, incurred by Beneficiary and Trustee, and each of them, in connection with the enforcement of the Obligations secured hereby, whether or not such enforcement includes the filing of a lawsuit. Until paid, such sums shall be secured hereby and shall bear interest at the Agreed Rate.

7.8. Remedies Cumulative.

No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity.

7.9. No Waiver.
(a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary.

No consent or waiver, expressed or implied, by the Beneficiary to or any breach by the Trustor in the performance of the Obligations hereunder shall be deemed or construed to be a consent to or waiver of Obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor. (b) If the Beneficiary (1) grants forbearance or an extension of time for the payment of any sums secured hereby, (2) takes other or additional security or the payment of any sums secured hereby, (3) waives or does not exercise any right granted in the Loan Agreement, (4) releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Agreement, (5) consents to the granting of any easement or other right affecting the Security, or (6) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, EXHIBIT 5
City Council 68 – 138 6/21/2022
28 The Crossroads at Washington
City HOME Deed of Trust
modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, cosigner, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby.

7.10. Suits to Protect the Security.

The Beneficiary shall have power to: (1) institute and maintain such suits and proceedings as it may in its reasonable discretion deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Deed of Trust, (2) preserve or protect its interest (as described in this Deed of Trust) in the Security, and (3) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary.

7.11. Trustee May File Proofs of Claim.

In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date.

7.12. Limited Partner Cure Rights.

Notwithstanding anything to the contrary in this Deed of Trust, Beneficiary shall give the investor limited partner of Trustor the following notice at the address provided in Section 8.3(b) and cure rights:
(a) Beneficiary will give the limited partner a copy of any notice (at the limited partner's address provided in a notice by Trustor to Beneficiary) that Beneficiary gives to Trustor under this Deed of Trust, provided that Trustor has provided the address and contact information for the investor limited partner in writing to Beneficiary; (b) Beneficiary will give the limited partner thirty (30) days after the limited partner's receipt of such notice to cure a non-payment of any sum due under this Deed of Trust; (c) Beneficiary will give the limited partner sixty (60) days after the limited partner's receipt of such notice to cure any other default under this Deed of Trust; (d) If a non-monetary default is incapable of being cured within sixty (60) days, Beneficiary will give the limited partner such additional time as is reasonably necessary to cure EXHIBIT 5
City Council 68 – 139 6/21/2022
29 The Crossroads at Washington
City HOME Deed of Trust
such default provided the limited partner has commenced to cure such default and is diligently proceeding to cure such default through the end of such period; and (e) If the limited partner makes any such payment or otherwise cures such default, the Beneficiary will accept such action as curing such default as if such payment or cure were made by Trustor.

Section 8. MISCELLANEOUS

8.1. Amendments.

This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor.

8.2. Reconveyance by Trustee.

Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee’s reasonable fees, Trustee shall reconvey, without warranty, the Security to Trustor, or to the person or persons legally entitled thereto.

8.3. Notices.
(a) If at any time after the execution of this Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and:
(1) if intended for Beneficiary shall be addressed to:

City of Santa Ana
Executive Director (CDA)
20 Civic Center Plaza (M-26)
P .0. Box 1988
Santa Ana, California 92702
(2) if intended for Trustors shall be addressed to:

Trustor: Washington Santa Ana Housing Partners, L.P.

With a copy to:

Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the EXHIBIT 5
City Council 68 – 140 6/21/2022
30 The Crossroads at Washington
City HOME Deed of Trust
return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective.

8.4. Successors and Joint Trustors.

All Obligations of Trustor secured by this Deed of Trust, shall also apply to and bind any permitted transferee or successors in interest. Where the terms of the Deed of Trust have the effect of creating an Obligation of the Trustor and a transferee, such Obligation shall be deemed to be a joint and several Obligation of the Trustor and such transferee. Where Trustor is more than one entity or person, all Obligations of Trustor shall be deemed to be a joint and several Obligation of each and every entity and person comprising Trustor.

8.5. Captions.

The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust.

8.6. Invalidity of Certain Provisions.

Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust.

8.7. Governing Law and Venue.

This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Deed of Trust, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394.

8.8. Gender and Number.

In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires.

8.9. Deed of Trust, Mortgage.

Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage.

EXHIBIT 5
City Council 68 – 141 6/21/2022
31 The Crossroads at Washington
City HOME Deed of Trust

8.10. Actions.

Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security.

8.11. Substitution of Trustee.

Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the City or counties in which the Security is situated, shall be conclusive proof of proper appointment of the successor trustee.

8.12. Acceptance by Trustee.

Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceedings in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee.

8.13. Conflicts.

If any term or provision of this Deed of Trust conflicts with any term of provision of the Loan Agreement, the term or provision of the Loan Agreement shall control to the extent of such conflict.

8.14. Statements by Trustor.

Trustor shall, at its cost, within ten (10) days after notice thereof from Beneficiary, deliver to Beneficiary a written statement setting forth to the best of its knowledge and information, the amounts then unpaid and secured by this Deed of Trust and stating whether Trustor is aware of any offset or defense against such amounts.

8.15. Beneficiary Statements.

For any statement or accounting requested by Trustor or any other entitled person pursuant to Section 2943 or Section 2954 of the California Civil Code or pursuant to any other provision of applicable law, or for any other document or instrument furnished to Trustor by Beneficiary, Beneficiary may charge the maximum amount permitted by law at the time of the request therefor, or if there be no such maximum, then in accordance with Beneficiary’s customary charges therefor or the actual cost to Beneficiary therefor, whichever is greater.

8.16. Statute of Limitations.

EXHIBIT 5
City Council 68 – 142 6/21/2022
32 The Crossroads at Washington
City HOME Deed of Trust
Except insofar as now or hereafter prohibited by law, the right to plead, use or assert any statute of limitations as a plea or defense or bar of any kind, or for any purpose, to any debt, demand or obligation secured or to be secured hereby, or to any complaint or other pleading or proceeding filed, instituted or maintained for the purpose of enforcing this Deed of Trust or any rights hereunder, is hereby waived by Trustor.

8.17. Trust Irrevocable; No Offset.

The Trust created hereby is irrevocable by Trustor. No offset or claim that Trustor now has or may in the future have against Beneficiary shall relieve Trustor from paying the indebtedness or performing any other Obligation contained herein or secured hereby.

8.18. Corrections.

Trustor shall, upon request of Beneficiary, promptly correct any defect, error or omission which may be discovered in the contents hereof or in the execution or acknowledgment hereof, and will execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or as may be reasonably requested by Beneficiary to carry out more effectively the purposes thereof, to subject to, the lien and security interest hereby created any of Trustor’s properties, rights or interests covered or intended to be covered hereby, or to perfect and maintain such lien and security interest.

8.19. Further Assurance.

Trustor, Beneficiary and Trustee agree to do or cause to be done such further acts and things and to execute and deliver or to cause to be executed and delivered such additional assignments, agreements, powers and instruments, as any of them may reasonably require to keep valid and effective the charges and liens hereof, to carry into effect the purposes of this Deed of Trust or to better assure and confirm unto any of them their rights, powers and remedies hereunder; and, upon request by Beneficiary, shall supply evidence of fulfillment of each of the covenants herein contained concerning which a request for such evidence has been made.

8.20. Waiver of Jury Trial.

Unless prohibited by Federal, State or local laws, each party acknowledges that it is aware of and has had the advice of counsel of its choice with respect to its rights to trial by jury, and each party, for itself and its successors and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Deed of Trust and/or any claim of injury or damage to the fullest extent permitted by applicable law.

8.21. Tax Credits.

Beneficiary agrees that the lien of this Deed of Trust shall be subordinate to any extended low-income housing commitment (as such term is defined in Section 42(h)(6)(B) of the Internal Revenue Code) (the “Extended Use Agreement”) recorded against the Security; provided that EXHIBIT 5
City Council 68 – 143 6/21/2022
33 The Crossroads at Washington
City HOME Deed of Trust
such Extended Use Agreement, by its terms, must terminate upon foreclosure under this Instrument or upon a transfer of the Security by instrument in lieu of foreclosure, in accordance with Section 42(h)(6)(E) of the Internal Revenue Code.

Section 9. WAIVERS

9.1. Waivers and Related Matters.
(a) To the fullest extent allowed by law, Trustor hereby waives: (i) presentment, demand, protest, notice of dishonor, notice of protest and all other notices and demands of every kind, and all suretyship defenses of every kind that would otherwise be available in connection with this Deed of Trust, and (ii) all rights of redemption, valuation, appraisement, stay of executive, notice of election to mature or declare due the whole of the Obligation and marshaling in the event of foreclosure of the liens hereby created. (b) Trustor hereby authorizes Beneficiary, at any time and from time to time without notice and without affecting this Deed of Trust in any way, to: (i) accept new or additional instruments, documents, agreements, security or guaranties in connection with all or any part of the Obligations; (ii) accept partial payments on the Obligations; and (iii) waive, release, reconvey, terminate, abandon, subordinate, exchange, substitute, transfer, compound, compromise, liquidate and enforce all or any part of the Obligations and any security or guaranties therefor, and apply any such security and direct the order or manner of sale thereof and bid and purchase at any such sale.
(c) Trustor hereby waives any right to require Beneficiary to (i) proceed against any person; (ii) proceed or exhaust any collateral held from any person; or (iii) pursue any other remedy in Beneficiary’s power. Upon the occurrence of any Event of Default, Beneficiary is hereby expressly given the right, at its option, to proceed in the enforcement of this Deed of Trust, independently of any other remedy or security Beneficiary may at any time hold in connection with the Obligations, and Beneficiary shall not in any way be obligated or otherwise required to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Deed of Trust.
(d) Trustor hereby waives any defense arising by reason of: (i) any disability or other defense of Trustor or any other person; (ii) the cessation from any cause whatsoever, other than full payment and performance of the Obligations, of the Obligations of Trustor or any other person; or (iii) any act or omission by Beneficiary which directly or indirectly results in or aids in the discharge or release of Trustor, or any other person, any Obligation, or any collateral by operation of law or otherwise.