Santa Ana City Council
October 6, 2026

(a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments;
(c) Fire and casualty insurance covering replacement value of property improvements;
(d) Property maintenance and repairs;
(e) A reasonable utility allowance, as determined by the City; and (f) Homeowner Association assessments and dues.

1.1.29 “Median Income” means the Orange County, California area median income, Adjusted for Household Size pursuant to California Health and Safety Code § 50052.5(h), as periodically published by HCD.

1.1.30 RESERVED.

1.1.31 “Municipal Code” means the Santa Ana Municipal Code.

1.1.32 “Primary Residence” means that the Homebuyer is occupying the Affordable Unit for at least ten (10) months out of any twelve (12) month period.

1.1.33 “Project” means that certain affordable residential development as more particularly described in the Recitals and Section 2 of this Agreement.

1.1.34 “Project Approvals” means all approvals, conditions, and entitlements issued by the City relating to the Property, inclusive of the Planning Commission and City Council.

1.1.35 “Property” means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon.

1.1.36 “Request for Default” means the request for default attached hereto as Exhibit H.

1.1.37 “State Density Bonus Law” means Government Code Section 65915, et seq., as they exist on the Effective Date.

1.1.38 “Supportable Mortgage” means the mortgage amount that can be supported by a Very-Low Income Household based on the Affordable Housing Cost calculations.

The mortgage calculation is based on the prevailing market interest rate for a thirty (30) year fully amortizing mortgage with a fixed interest rate. The Supportable Mortgage shall be determined in accordance with the City’s Administrative Procedures Manual, provided that it should be determined for a Very-Low Income Household consistent with the requirements of this Agreement and State Density Bonus Law.

1.1.39 “Transfer” means any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the

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foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy; (ii) creation of a life estate or joint tenancy interest; (iii) a gift of all or any portion of the Property; or (iv) any voluntary conveyance of the Property.

1.1.40 “Transferee” means any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer.

1.1.41 “Term” means the period during which this Agreement shall be in full force and effect, as provided for in Section 5.1 below.

1.1.42 “Unit” means a residential dwelling unit within the Project to be constructed or caused to be constructed by Developer.

1.1.43 “Unrestricted Units” means the Units within the Project to be constructed or caused to be constructed by Developer and sold at market rate without restriction.

1.1.44 “Very-Low Income Household(s)” means a Household whose income does not exceed fifty percent (50%) of the area median income for Orange County, California PMSA as published by HCD.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

1.2.1 Exhibit A: Legal Description of the Property

1.2.2 Exhibit B: Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement

1.2.3 Exhibit C: City Promissory Note

1.2.4 Exhibit D: City Deed of Trust

1.2.5 Exhibit E: Income Verification Form

1.2.6 Exhibit F: Occupancy Certification Forms

1.2.7 Exhibit G: Notice of Affordability Restrictions on Transfer of Property

1.2.8 Exhibit H: Request for Default

1.2.9 Exhibit I: Affordable Sales Price

2. DEVELOPMENT OF THE PROPERTY

2.1 Project. Developer shall develop, operate, and maintain, or cause the development, operation and maintenance of, the Property as sixty-one (61) Units, with three (3) Affordable Units for Eligible Households and fifty-eight (58) Unrestricted Units in accordance with this Agreement and the Project Approvals. Notwithstanding anything to the contrary contained herein, in no event shall this Agreement apply to any of the Unrestricted Units and such Unrestricted Units shall not be subject to any of the covenants, restrictions, requirements, or provisions of this Agreement which are applicable to the Affordable Units, except to the extent necessary to enforce the provisions of this Agreement.

2.2 Density Bonus. The base density for the Property is fifty-one (51) dwelling units per acre, which is calculated based on the Project site being 2.55 net acres. Developer is agreeing

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to restrict five percent (5%) of the allowable base density in exchange for a density bonus of twenty percent (20%). Based upon the allowable density bonus, the Project shall have sixty-one (61) Units, to be sold, owned, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. The density bonus calculation in this paragraph is based on the City’s Municipal Code and zoning regulations prior to the Project Approvals and SD-98. Developer acknowledges and agrees that approval of SD-98 does not allow for additional benefits under State Density Bonus Law or the City Density Bonus for Affordable Housing, and that the Project shall not have more than 61 Units as provided for herein.

2.3 Development Concessions, Incentives, and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Application:

2.3.1 Concessions/Incentives. In accordance with Government Code Section 65915(d)(1), the Project is granted one (1) concession or incentive, as follows: Pursuant to the General Plan Land Use Element, the Project proposes a UN-20 designation, which permits a maximum floor-to-area ratio (“FAR”) of 1.0. The Project shall comply with FAR of 1.21, based upon the combined habitable and garage floor area.

2.3.2 Waivers. The development standards contained in SD-98 have been drafted to accommodate the Project as proposed, and no waiver or reduction of those development standards is required. Developer acknowledges and agrees that no waiver or reduction of the development standards contained in SD-98 is necessary for development of the Project in accordance with the Project Approvals, and Developer has not requested and is not relying upon any such waiver or reduction in connection with the Project Approvals.

2.4 Parking Requirements. Onsite parking shall be provided in compliance with Government Code Section 65915(p). The Project shall provide not less than one hundred thirtyfive (135) parking spaces on the Property to residents and guests of the Project. Developer agrees and acknowledges that this parking requirement exceeds the minimum parking ratio under Government Code section 65915(p), and that Developer agrees to the parking required herein due to other benefits received under this Agreement and the Project Approvals.

2.5 No Additional Density or Further Concessions, Incentives, or Waivers.

Developer acknowledges and agrees that no additional density and no further concessions, incentives, waivers or parking requirements are requested, and that the terms set forth in this Section 2 fully satisfy any duty City may have under the City Density Bonus for Affordable Housing, the Density Bonus Law, or any other law or regulation to provide any density bonus incentive or to waive any building, zoning, or other requirement in connection with a density bonus. Developer further acknowledges and agrees that it shall not be entitled to any additional density for the Project and that Project shall comply with the density approved in the Project Approvals and this Agreement. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City’s obligation to waive requirements of or provide development incentives pursuant to the City Density Bonus for Affordable Housing and the Density Bonus Law applicable to the Project.

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2.6 Unit Mix.

2.6.1 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than fifty-eight (58) Unrestricted Units, as set forth Section 2.6.3, below, and pursuant to the terms and conditions of this Agreement. Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval.

2.6.2 Affordable Units. The Project, for purposes of this Agreement, shall have no less than three (3) Affordable Units, for Very-Low Income Households, as set forth in Section

2.6.3, and pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with the Project Approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Municipal Code section 41-1602(c)(5).

2.6.3 Unit Mix. The Affordable Units shall include:
(a) One (1) three-bedroom unit with not less than 1,456 square feet; and, (b) One (1) four-bedroom unit with not less than 1,913 square feet; and (c) One (1) four-bedroom unit with not less than 1,908 square feet.

Developer shall comply with the foregoing minimum square footage requirements unless the City’s Planning and Building Agency approves a modification to the Project entitlements allowing for a reduction in the square footage of the Affordable Units.

2.7 Minimum Development Standards for Affordable Units; Timing for Construction.

2.7.1 The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any base Unrestricted Units, regardless of whether such Unrestricted Units are in the Project. Notwithstanding the foregoing, nothing herein shall be construed to limit the ability of purchasers of Unrestricted Units to purchase upgrades for such units.

2.7.2 The Affordable Units shall be constructed concurrently with the Unrestricted Units, or pursuant to a phasing plan approved by the City. Developer acknowledges and understands that a Certificate of Occupancy may be withheld for the Unrestricted Units if the Affordable Units are not completed or provided in accordance with this Agreement.

2.8 Permits and Processing; Compliance with Laws. Developer, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for development of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary financing and property interests, Developer shall carry out and perform the development, operation, and maintenance of the Project or cause the performance of the development, operation, and maintenance of the Project, in

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conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City’s Planning Commission for the Project, inclusive of the Project Approvals. Any changes to the Project shall be reviewed by the City Manager to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City’s reasonable determination, then City and Developer shall meet and confer to address amendments and revisions to this Agreement as necessary. Nothing in this Agreement shall be construed to require Developer to commence construction of the Project; provided, however, that if Developer elects to proceed with construction of the Project, Developer shall construct and develop the Project in accordance with this Agreement and the Project Approvals.

2.9 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City’s choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City’s and Developer’s consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project.

2.10 Mechanic’s Liens; Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic’s liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.2 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non-responsibility and any other notices as may be appropriate upon a filing of a mechanic’s lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City’s choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City’s and Developer’s consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic’s lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer.

3. AFFORDABILITY

3.1 Affordability Term. The Affordability Term for each Affordable Unit shall commence on the date the Affordable Unit receives a certificate occupancy and expire fifty-five (55) years later (each an “Affordability Term”).

3.2 Memorializing Commencement of Affordability Term. Developer shall keep or cause to be kept detailed records of the commencement date of the Affordability Term for each

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Affordable Unit until that Affordable Unit is sold to a Homebuyer in accordance with this Agreement or released pursuant to Section 3.6 hereof. City shall have the right to review and verify said records to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Affordability Term for an Affordable Unit and the date specified by City’s issuance of all required permits for occupancy of the Unit, the date specified by City’s issuance of all required permits for occupancy of the Unit shall control.

3.3 Levels of Affordability. Each Affordable Unit shall be initially sold to and occupied by an Eligible Household for an Affordable Sales Price, and any resale shall be subject to the Affordable Housing Resale Restrictions and the City Deed of Trust recorded against the Affordable Unit.

3.3.1 Affordable Sales Price. Developer covenants that, during the Term of this Agreement, each Affordable Unit shall be sold to, or held vacant for sale to, an Eligible Household for an Affordable Sales Price. The Affordable Sales Price is equal to the lesser of: (a) fair market value for the Affordable Unit, or (b) the sum of the Supportable Mortgage plus, if applicable, the Benchmark Down Payment. Prior to the sale of any Affordable Unit, Developer shall provide the City with at least thirty (30) days’ written notice of the determined amount, and the City shall have ten (10) days to approve or disapprove of the proposed Affordable Sales Price. The Affordable Sales Price for the initial sale of the Affordable Units shall be as calculated in Exhibit I. The Affordable Sales Price for the Very-Low Income Units shall be determined based on Affordable Housing Costs for Very-Low Income Households.

3.4 Notice to City. Prior to entering into an agreement for the transfer of an Affordable Unit, Developer shall provide at least thirty (30) days’ written notice to the City, along with a proposed written agreement setting forth the terms of the sale, including the proposed Affordable Sales Price.

3.5 Homebuyer Documents. The sale of each Affordable Unit is subject to satisfaction of the following conditions:

3.5.1 Each Homebuyer shall execute the Affordable Housing Resale Restrictions, which shall be recorded against the Affordable Unit.

3.5.2 The Affordable Housing Resale Restrictions shall include the following occupancy requirements: The Owner shall occupy and continually use the Affordable Unit as the Homebuyer’s Primary Residence during the Total Affordability Term. On an annual basis, the City’s Program Manager will send the Homebuyer an Occupancy Certification Form, in a form substantially similar to Exhibit F-2, to be filled out and returned to the City within thirty (30) days of receipt. The Owner shall affirm that they are occupying the Affordable Unit as their Primary Residence. The Owner will be required to submit copies of two current utility bills, or other evidence of occupancy that is acceptable to the City, as part of the annual recertification process.

3.5.3 The Affordable Housing Resale Restrictions shall provide for the terms of resale and the distribution of proceeds from any sale, as follows:

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(a) The Homebuyer shall execute the City Promissory Note evidencing Homebuyer’s agreement to pay the City Equity Share, and record the City Deed of Trust against the Affordable Unit to secure the City Promissory Note. (b) During the Affordability Term, prior to the Transfer of an Affordable Unit, each Homebuyer shall agree to the City Promissory Note, and execute the Affordable Housing Resale Restrictions, the City Deed of Trust, the Notice of Restrictions, and the Request for Default, which shall be recorded against each Affordable Unit. In the event a Homebuyer seeks to Transfer an Affordable Unit during the Affordability Term, the City, in its sole and absolute discretion, may approve an assignment and assumption agreement for subsequent sales of the Property to Eligible Households during the Affordability Term. The Affordable Housing Resale Restrictions shall provide that Affordable Units shall only be Transferred to an Eligible Household for an Affordable Sales Price during the Affordability Term, and the City Deed of Trust securing the City Promissory Note shall remain a lien on the Property. (c) During the Affordability Term, if a Transfer complies with the requirements of the Affordable Housing Resale Restrictions, then the Homebuyer selling the Affordable Unit shall be entitled to closing proceeds after payment of a First Lien for the Affordable Unit, and the City Equity Share shall be an obligation of the new Homebuyer, pursuant to the City Promissory Note and City Deed of Trust recorded against the Property. (d) Following the expiration of the Affordability Term for the Affordable Unit, the City Equity Share shall become due and payable upon a Transfer of the Property.
(e) The City Equity Share includes an amount equal to the “initial subsidy” and “proportionate share of appreciation,” in accordance with California Government Code section 65915(c)(2), and shall be determined as follows:
(i) An amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the “Initial Subsidy”), plus
(ii) An amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the Initial Subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the “Proportionate Share of Appreciation”). (f) Payment of the City Equity Share is subject to the following: (1) payment to satisfy a First Lien from a primary lender, as approved by City at the time of the initial sale, or subsequent approval in the event of a refinance event, and (2) an amount equal to the down payment and the cost of improvements paid by the Homebuyer. Following payment of the City Equity Share, the Homebuyer shall receive the remainder of any sale proceeds, less any costs of closing and any and all real estate broker commissions. (g) When the City Equity Share becomes due, the proceeds from the sale of the Property shall first satisfy a First Lien, and the Homebuyer shall receive proceeds for

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the value of any improvements and any down payment actually paid. The City Equity Share shall be paid prior to disbursement of remaining sales proceeds to the Homebuyer.

3.5.4 In order to assist City with calculation of the City Equity Share, Developer or a Homebuyer, as applicable, shall provide City with a calculation of the fair market value of each Affordable Unit at the initial sale which shall be determined as follows:
(a) For the initial sale, Developer shall propose to the City a fair market value based on an appraisal or, with City’s approval, a price per square foot that is based on comparable sales of other units within the Project.
(b) Except for the initial sales subject to sub-paragraph (a), prior to the sale of an Affordable Unit, a qualified appraiser shall conduct an appraisal of the Affordable Unit to determine fair market value without the restrictions of this Agreement. If a seller or prospective Homebuyer disputes the appraised value, then that party may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value.
(c) The fair market value of the Affordable Unit, as determined in accordance with the above, shall be provided to the City for approval or disapproval, which City shall provide within thirty (30) days of receipt of the proposed fair market value. If City does not provide a written response within such time period, then the proposed fair market value shall be deemed approved by the City.

3.6 Alternative Compliance. If, for the initial sale of an Affordable Unit, a Homebuyer has not been identified by the Developer for certification by the City within ninety (90) days of the issuance of a Certificate of Occupancy for such unit and good faith marketing efforts by Developer, as outlined in Section 4.13, Developer shall provide the City written notice that a Homebuyer has not been identified for the Affordable Unit; the notice to the City shall include a description of additional plans to market the Affordable Unit subject to City’s reasonable review and approval. If Developer is still unable to identify a Homebuyer within an additional ninety (90) days following implementation of the additional marketing plan approved by the City, Developer may sell the Affordable Unit to a qualified nonprofit housing corporation pursuant to, and subject to the requirements of, the State Density Bonus Law (“Nonprofit Unit”). Prior to entering into an agreement to Transfer an Affordable Unit pursuant to this section, the Developer shall provide the City with a proposed equity sharing agreement that complies with the requirements of Government Code Section 65915(c)(2)(C), and the City shall have not less than thirty (30) days to review. The Developer shall not enter into an agreement to transfer an Affordable Unit pursuant to this section unless and until City provides written consent. At close of such a sale, provided that the Developer has complied with all requirements of the State Density Bonus Law, including but not limited to recording an equity sharing agreement against the Nonprofit Unit required under Government Code Section 65915(c)(2)(C), the Nonprofit Unit shall not be subject to any requirement of this Agreement and this Agreement shall terminate as to and cease to be a burden on or encumbrance against that Nonprofit Unit. Upon Developer’s request in connection with a sale of a Nonprofit Unit approved by the City, City agrees to provide documentation, in a form subject to City’s reasonable approval, terminating this Agreement as to that Nonprofit Unit at the close of the sale.

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4. OPERATION OF THE PROJECT BY DEVELOPER

4.1 Payment of Density Bonus Setup Fee. A Density Bonus Setup Fee in the amount of $24,426.23 shall be paid on or before the date this Agreement is presented to the City’s Planning Commission.

4.2 Recording of Documents; Priority.

4.2.1 Prior to recording a final map or, if no map is required, issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, and Developer shall deliver the proof of recording as required by Section 4.2.3, below. City shall cooperate with Developer in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and Project for the Term of this Agreement. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Affordable Units for the Term of this Agreement to ensure compliance with the State Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable Units in the Project, except as expressly set forth in this Agreement.

4.2.2 The Agreement shall be recorded against the Property and have priority over those matters of public record, except as approved in writing by the City. Following issuance of a Certificate of Occupancy (or an equivalent approval of a final building inspection) for the Affordable Units, the Parties may execute an amendment to this Agreement or other appropriate instrument that ensures that the requirements of this Agreement are properly recorded against each Affordable Unit and memorializes Owner’s obligation to provide the Affordable Units on a forsale basis in accordance with this Agreement. Upon the recording of such instrument as to the individual Affordable Units, the City may determine, in its sole and absolute discretion, to release this Agreement as to the Unrestricted Units; provided, however, that any release of the Unrestricted Units shall not impair the enforceability of the affordability restrictions, access easements, maintenance obligations, or other rights reasonably necessary for the use, operation, monitoring, and enforcement of the covenants and restrictions relating to the Affordable Units..

4.2.3 Prior to issuance of building permits for the Project, Developer shall cause to be provided to City a condition of title guarantee (or other evidence acceptable to the City) that demonstrates this Agreement is senior to any other lien, deed of trust, mortgage, or other interest in the Property or the Project, except any Developer construction loan, Developer mortgage or deed of trust, or other interest in the Property or the Project approved by the City in writing, which approval shall not be unreasonably conditioned, withheld, or delayed. The City shall have not less than ten (10) days to determine that this Agreement (or an amended version of the Agreement restricting the Affordable Units) has senior rights. If City disapproves the evidence provided by Developer, then Developer agrees and acknowledges that City may withhold the building permit unless and until Developer provides evidence satisfactory to the City demonstrating priority of this Agreement or an amendment thereto.

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4.3 Occupancy Levels. Developer shall not apply or permit any occupancy requirements that violate local, state or federal law during the development or sale of the Affordable Units.

4.4 Use of the Property. All uses conducted on the Property by Developer, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations.

4.5 Maintenance. Developer shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a twenty-four (24) hour notice to Developer and Homebuyer of the Affordable Unit which will be inspected, or (ii) at least fortyeight (48) hours’ notice to Developer, which shall promptly give notice to Owners of the Affordable Unit to be inspected. Following a Transfer of a Unit to a Homebuyer, the Developer shall not be responsible for the maintenance obligations set forth herein, except to the extent the Developer retains ownership in other Units or other portions of the Property.

4.6 Preparation and Recordation of Transfer Documents. Developer shall prepare and obtain City’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the Affordable Housing Resale Restrictions, the City Promissory Note, the City Deed of Trust, and the Notice of Affordability Restrictions, for each Affordable Unit to Eligible Households required by Section 3 of this Agreement in substantially the forms attached hereto as Exhibits B, C, D, and G, respectively. Developer shall not sell an Affordable Unit unless and until the City has reviewed and approved the Homebuyer as an Eligible Household for the purchase of the Affordable Unit, and the Homebuyer has executed and submitted to the Program Director, in recordable form, the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions, and the approved financing for the Homebuyer, including the executed City Promissory Note. City’s approval of the Homebuyer as an Eligible Household pursuant to this Section 4.6 shall not be unreasonably conditioned, withheld, or delayed. City shall have thirty (30) days to review a request to approve a proposed Homebuyer.

4.7 Selection of Homebuyers.

4.7.1 Developer shall select Homebuyers for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement.

4.7.2 In selecting Homebuyers for the Affordable Units, Developer shall apply a preference for Santa Ana residents and workers to the extent permissible by law. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in purchasing the Affordable Units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority.

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4.7.3 Qualified applicants for Affordable Units will be screened and “lotterized.” A waiting list will be created from a lottery generated from the initial pool of qualified homebuyer applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein.

4.7.4 Not less than ninety (90) days prior to providing the City with a Notice of Intent to Transfer an Affordable Unit, Developer shall provide to the City a proposed form purchase sale agreement, and the City shall have thirty (30) days to review and approve the proposed agreement, or the proposed agreement shall be deemed disapproved. If the City approves the proposed form of purchase sale agreement (the “Form PSA”), then it shall provide written notice to Developer.

4.7.5 Prior to the sale of an Affordable Unit, Developer shall require the Homebuyer to execute a written purchase sale agreement substantially similar to the Form PSA, and a written certification from the Homebuyer verifying compliance with the requirements for an Eligible Household and all other eligibility requirements established for the Affordable Unit.

Developer shall verify the income of the Homebuyer as set forth herein.

4.8 Income Verification and Certification. Developer shall verify income of prospective Homebuyers and certify the verification to the City; provided, however, that Developer shall not be liable for any fraud or mistake in performing its duties pursuant to this Section 4.8. In evaluating prospective Homebuyers, Developer shall consider the following sources of income in order of preference: (i) employment income; (ii) business income; (iii) income from Social Security, Supplemental Security Income (SSI), welfare, disability, or pension payments; and (iv) alimony or child support. To verify income, Developer shall comply with the procedures set forth in Section A-3 of the Administrative Procedures Manual. Subject to the foregoing preferences, Developer shall consider Gross Household Income from all adult Household members, which is anticipated to be received during the twelve (12) month period following the date of the determination of Gross Household Income. Within fifteen (15) days of delivery of an executed contract for purchase of an Affordable Unit by a prospective Homebuyer, Developer shall provide City with the Income Verification Form set forth in Exhibit E and the Occupancy Certification Form set forth in Exhibit F-1.

4.9 RESERVED

4.10 RESERVED

4.11 Onsite Parking Management Plan. Developer shall construct the Project with onsite parking for residents and visitors of the Project and directly, or by imposing requirements on an owner’s association for the Project (an “Owner’s Association”), actively monitor the parking demand of the Project site. Developer, or the Owner’s Association, as applicable, shall continually monitor and take the following measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-ofway:

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(a) Requiring onsite parking permits (such as stickers or hang-tags) for any parking in the onsite parking spaces for both residents and guests; (b) Policies for maximum time vehicles may be parked in the surface parking spaces, including any guest parking; and
(c) Policies for towing unauthorized vehicles, vehicles parked in unauthorized locations (such as fire lanes), vehicles parking in surface guest parking without a sticker, hang-tag, or other identifiers, and vehicles parked longer than any maximum guest parking timeframes allowed.
(d) Routine garage inspections to ensure garages are available for vehicle parking.

Prior to issuance of a Certificate of Occupancy (or equivalent approval from a final building inspection) for Unit within the Project, Developer shall submit and obtain approval from the City’s Planning and Building Agency a Parking Management Plan (the “PMP”) including those measures above. The approved PMP shall be implemented continuously, maintained onsite for City inspection, and updated by Planning Manager direction following parking complaints.

In the event that the City determines, based on complaints, monitoring, or other information, that parking demand associated with the Project is resulting in adverse impacts to surrounding properties or the public right-of-way, the Owner’s Association shall, upon written notice from the City, meet and confer with the City to evaluate such conditions.

The Owner’s Association shall work in good faith with the City to identify and implement reasonable measures, subject to City approval, to address such parking-related impacts.

Such measures may include, but are not limited to, operational, management, or physical modifications to the Project, as deemed appropriate by the City and agreed to by the Owner’s Association.

Any agreed-upon measures shall be incorporated into an updated Parking Management Plan, subject to approval by the Planning Manager, and shall be implemented by the Project within a timeframe reasonably established by the City.

4.12 Marketing and Resident Selection Plan.

4.12.1 Prior to issuance of a Certificate of Occupancy for any Unit in the Project, Developer shall prepare and obtain City’s approval, which approval shall not be unreasonably conditioned, withheld, or delayed, of a marketing program and resident selection plan for the sale of the Affordable Units at the Project (“Marketing Program”). City shall have thirty (30) days to review a proposed Marketing Program. The sale of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City’s prior written approval. Upon request, Developer shall provide City with periodic reports with respect to the sale of the Affordable Units.

4.12.2 The Marketing Program shall include marketing and community outreach activities, proposed Homebuyer selection criteria, occupancy standards, income requirements,

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timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include the application process, interview procedure, Affordable Unit offer and assignment for selected homeowners, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program.

4.13 Non-Discrimination in Housing. Developer, and any successors in interest, shall not discriminate any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy-related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance in the transfer, use, occupancy, tenure or enjoyment of the Property or the Affordable Units, and the Developer, or any person claiming under or through it, shall not establish or permit any such practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of any Homebuyer or resident of the Property or the Affordable Units.

4.14 Monitoring and Recordkeeping. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City without a fee from the City. Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Unit reasonably available for such inspection or audit.

Developer agrees to maintain or cause for the maintenance of each record of the Project for no less than five (5) years after creation of each such record.

4.14.1 Developer shall allow the City to conduct annual inspections of the Affordable Units on the Property after the date of construction completion, with reasonable notice, which shall be at least twenty four (24) hours in advance, unless a shorter time is required in an emergency, to Developer for the Term of this Agreement. Developer shall commence to cure or cause the commencement to cure any defects or deficiencies found by the City while conducting such inspections within ten (10) business days of written notice thereof, or such longer period as is reasonable within the reasonable discretion of the City. This obligation shall cease on a unit-byunit basis on the date that each Affordable Unit is transferred by Developer to an Eligible Household.

5. TERM OF THIS AGREEMENT

5.1 Term. This Agreement shall have a term that commences upon the Effective Date and terminates fifty five (55) years after all Affordable Units are initially Transferred to Eligible Households (the “Term”). The Term shall apply to the Project as follows:

5.1.1 Unrestricted Units. Upon the issuance of a Certificate of Occupancy for all of the Affordable Units, this Agreement shall terminate as to the Unrestricted Units. While

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not necessary to effect the termination of this Agreement, the Parties shall cooperate to execute and record a release or termination as to the Unrestricted Units.

5.1.2 Affordable Units. Upon the initial sale of an Affordable Unit to an Eligible Household pursuant to this Agreement, the Developer shall be released from this Agreement with respect to the Affordable Unit. Notwithstanding the foregoing, this Agreement shall apply to the Affordable Units for the entire Term, and the Developer shall be subject to all covenants, conditions, and restrictions set forth herein.

5.1.3 Ownership Interests. This Agreement shall continue in effect for the Term as to the common ownership interests of the Project to the extent necessary to preserve and implement the provisions of this Agreement. The owners and residents of the Affordable Units shall have the same access and rights to the Common Areas.

5.2 Continuing Obligation to Pay the City Equity Share. Notwithstanding the expiration of the Term, the City shall have the right to receive payment for the City Equity Share, and enforce the Affordable Housing Resale Restrictions, the City Promissory Note, and the City Deed of Trust until satisfactory payment of the City Equity Share pursuant to the terms of those agreements.

6. DEFAULT AND TERMINATION; INDEMNIFICATION

6.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default.

6.2 Remedies.

6.2.1 Any individual who sells or rents (including subleasing) an Affordable Unit in violation of the provisions of this Agreement shall be required to forfeit to City all monetary amounts so obtained.

6.2.2 City may institute any appropriate legal actions or proceedings necessary to ensure compliance with this Agreement, including but not limited to:
(a) For legal actions or proceedings against the Developer, actions to revoke, deny or suspend any permits for the construction of any Units in the Project being constructed by Developer, except that such actions may not include the suspension or revocation of any issued permit or license for the construction of any unit or units in the Development that have been constructed and sold or are under construction and under contract for sale;

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(b) Withholding a Certificate of Occupancy for any Unit; (c) Applicable actions under the Affordable Housing Resale Restrictions, City Promissory Note, or City Deed of Trust executed by a Homebuyer; (d) Actions for injunctive relief, damages, or other monetary relief; and (e) Civil citations or penalties.

6.3 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

6.4 Waiver of Speculative, Consequential, or Punitive Damages. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the City be liable for speculative, consequential, punitive or other indirect damages, and Developer waives any right to collect speculative, consequential, punitive or other indirect damages against the City.

Developer acknowledges the protections of Civil Code Section 1542 relative to this waiver and release, which section 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.

BY INITIALING BELOW, DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION.

DEVELOPER’S INITIALS ____________

6.5 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City’s choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City’s and Developer’s consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, “Indemnitees”) from and against any loss, liability, claim, or judgment arising from any claims, demands, or causes of action arising from or related to Developer’s performance of its obligations under this Agreement, including the approval of this Agreement, except to the extent caused by the active negligence or willful misconduct of Indemnitees.

7. ASSIGNMENT; COVENANTS RUN WITH THE LAND

7.1 Assignment by Developer.

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7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer’s rights and obligations in this Agreement, in whole or in part, except for an initial sale of an Affordable Unit as provided for in Section 3, or for a sale, transfer, or assignment that complies with this Section

7. With the exception of sale, transfer, or assignment occurring after the recordation of this Agreement to an entity wholly owned by Developer, or for the sale of an Affordable Unit pursuant to Section 3, if Developer seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, Developer shall request City’s written consent, and City shall respond within thirty (30) days with a written approval or denial, which City may determine in its reasonable discretion. City’s failure to respond to the request within thirty (30) days shall be deemed an approval.

7.1.2 Sale or Conveyance of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement in accordance with the terms of Section 7.1 hereof, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Developer and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Developer further understands and agrees that the approvals received for this Project have been made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property and/or Project sell the Affordable Units in accordance with the covenants, conditions and restrictions of this Agreement. Notwithstanding anything to the contrary contained herein, in the event that Developer or any successor in interest elects not to construct the Project, or any portion thereof, this Agreement shall terminate as to and cease to be a burden on or encumbrance against the Property or such portion thereof upon expiration or earlier termination of the entitlements for the Project.

7.1.3 Subsequent Assignment. As used in this Agreement, the term “Developer” shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement.

7.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments.

7.2 Covenants Run with the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein in accordance with the terms of Section 7.1 hereof. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property in accordance with the terms of Section 7.1 hereof and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City

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and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer’s interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the agreement provides a public benefit in furtherance of benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City.

7.3 Exemption from City’s Inclusionary Housing Ordinance. Provided this Agreement remains in effect and imposes the covenants, conditions, and restrictions herein for the Term, then the Project fulfills the intent of the City’s Affordable Housing Opportunity and Creation Ordinance in Santa Ana Municipal Code § 41-1900 et seq. (the “AHOCO”). The exemption from the AHOCO is conditioned on the application and enforceability of this Agreement.

8. MISCELLANEOUS

8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the density bonus of the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

8.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City’s review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California.

8.3 Notices.

8.3.1 Delivery. As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt

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requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next-day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next-day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (vi) upon transmission thereof (as evidenced by the recipient’s reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first-class mail postage prepaid. All notices shall be addressed as follows:

If to City: City of Santa Ana
Community Development Agency
20 Civic Center Plaza (M-28)
P.0. Box 1988
Santa Ana, California 92702
Attention: Housing Manager
Email:___________________
With a copy to: Office of the City Attorney
City of Santa Ana
20 Civic Center Plaza, 7th Floor (M-28)
Santa Ana, California 92702
Email:___________________
If to Developer: Santa Ana MV, LLC
970 W. 190th Street, #995
Torrance, CA 90502
Attention: Jay Ahluwalia
Email: [email protected]

8.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

8.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement.

8.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting

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Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof.

8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

8.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates.

8.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers.

8.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

8.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term “days” shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, “business days” shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business.

8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.

8.12 Non-Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race, color, creed, religion, sex, gender, gender identity, gender expression, marital status, sexual orientation, familial status, source of income, veteran or military status, age, national origin, ancestry, disability or genetic information, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

8.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement.

8.14 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party’s control (including the Party’s employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party’s control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City’s failure to perform its obligations under this Agreement), or an insurance company of either party.

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If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance.

8.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party.

8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof.

8.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.

8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or to the extent allowed by law, in the federal court district covering the City, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

8.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property.

8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill

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the City’s obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City.

8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party.

8.22 No Subordination. City’s approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer’s obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the duration of the Term, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof, unless otherwise approved by City in writing. Developer expressly understands and acknowledges that state law requires preservation of Affordability Covenants in connection with the approval of this density bonus project.

8.23 Mortgagee Protections. Notwithstanding anything to the contrary set forth elsewhere herein, Developer may obtain financing for the development and construction of the Project, which financing may be secured by a lien or charge of a mortgage, deed of trust, or other security interest then of record made in good faith and for value (a “Mortgage”) without the City’s consent; provided, however, that the Mortgage is subject to and subordinate to this Agreement unless otherwise approved by the City in writing, in its sole and absolute discretion. Upon the written request therefore by any holder of a Mortgage (a “Mortgagee”), the City shall provide such Mortgagee copies of any notice of default or demand to perform provided to Developer under this Agreement substantially concurrently with its delivery to Developer and agrees that such Mortgagee may, but is under no obligation to, cure any such default pursuant to Section 6. In the event a Mortgage exists for which City has received notice from the Mortgagee pursuant to this Section, this Agreement shall not be amended, supplemented, restated or otherwise modified in any manner without the prior written consent of such Mortgagee, which shall not be unreasonably withheld, conditioned, or delayed. The City’s rights pursuant to Section 6 shall be superior to, but shall not render invalid, any mortgage or deed of trust recorded against the Property or any portion thereof, including without limitation, any Affordable Unit. Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not diminish or affect the rights of the California Housing Finance Agency (“CalHFA”), HUD, the Federal National Mortgage Association (“FNMA”), or the Veterans Administration (“VA”) under any mortgage recorded against the Property in compliance with the Declaration. The City further agrees to execute and deliver to Mortgagee such further and other documents as Mortgagee may reasonably require to effect the purpose and intent of this Section.

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8.24 Attorneys’ Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, expert witness fees, costs of investigation, and costs of suit from the losing Party.

8.25 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder.
[Signatures on Following Page]

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Exhibit A

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
APN: 188-021-10, 188-021-11, & 188-021-12

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Exhibit B

EXHIBIT B

FORM OF AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING, AND

REGULATORY AGREEMENT

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, CA 92702
Attn: City Clerk
Free Recording pursuant to
Government Code 6103 & 27383

AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING AND

REGULATORY AGREEMENT WITH DECLARATION OF RESTRICTIVE

COVENANTS
(Address; APN [VERY-LOW INCOME HOUSEHOLD])
This AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING AND REGULATORY AGREEMENT (“Affordable Housing Resale Restrictions” or “Agreement”) is made as of______________, by ________________(“Homebuyer”) in favor of the CITY OF SANTA ANA, a municipal corporation (“City”).

R E C I T A L S
A. Homebuyer has purchased a single family house located at_________________, Santa Ana, California, _____, as such real property is more particularly described in “Exhibit 1” attached hereto and incorporated herein (“Property”).

B. In connection with Homebuyer purchasing the Property, Homebuyer acknowledged and received disclosures that the purchase was subject to a Density Bonus Housing Agreement with Declaration of Covenants, Conditions and Restrictions (“Density Bonus Agreement”), dated on or about ______, 2026, between the developer of the Property, ______________ (“Developer”). The Density Bonus Agreement required the Property to be sold to a Very-Low Income Household, subject to the provisions of this Affordable Housing Resale Restrictions, pursuant to which Developer imposed covenants upon the Property to be sold to Eligible Homebuyers at an Affordable Sales Price. Homebuyer hereby acknowledges and agrees that this Affordable Housing Resale Restrictions is intended to implement the requirements of the Density Bonus Agreement, and that the purchase, use and occupancy of the Property is subject to

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Exhibit B
the conditions, covenants and restrictions contained herein. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Density Bonus Agreement.

C. Homebuyer desires and intends to restrict the Property and the improvements thereon in accordance with this Affordable Housing Resale Restrictions. Homebuyer agrees and acknowledges that this Affordable Housing Resale Restrictions is intended to implement and further the intent of the Density Bonus Agreement, entered into between City and Developer of the Property, which was recorded against the Affordable Unit to impose the conditions, covenants, and restrictions as set forth herein. This Affordable Housing Resale Restrictions shall be construed in accordance with the Density Bonus Agreement.

D. Homebuyer is a Very-Low Income Household, as that term is defined in this Agreement.

E. Homebuyer has represented to City that Homebuyer and Homebuyer’s household intend to reside in the Property as Homebuyer’s principal residence at all times during Homebuyer’s ownership of the Property.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. DEFINITIONS.
“Affordability Term” means that period of time commencing upon the Date of this Agreement and terminating on the date that is fifty-five (55) years from the date a Certificate of Occupancy was issued for the Property. The Certificate of Occupancy for the Property was issued on: [ADD DATE].
“Affordable Housing Cost” means the total Housing Costs paid by Homebuyers purchasing the Property, which shall not exceed the limits for a Very-Low Income Household in accordance with California Health and Safety Code Section 50052.5(b), and implementing regulations of Sections 6920, 6924 and 6930 of Title 25 of the California Code of Regulations for Very-Low Income Households. The Affordable Housing Cost for Very-Low Income Households shall not exceed fifty percent (50%) of the Orange County Median Income. “Affordable Sales Price” means a purchase price required under a written purchase sale agreement that does not exceed the sum of the Supportable Mortgage plus the Benchmark Down Payment.
“Affordable Unit” or “Property” means the individual dwelling unit restricted by this Agreement
“City” means the City of Santa Ana, California, a California municipal corporation, and the City’s successors and assigns.
“City Deed of Trust” means the City Deed of Trust, securing this Affordable Housing Resale Restrictions and the City Promissory Note, and dated on or about the same date hereof.

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“City Equity Share” means the amount that Homebuyers agree to pay to the City in accordance with the City Promissory Note.
“City Promissory Note” means the City Promissory Note, evidencing Homebuyer’s agreement to pay the City Equity Share and dated on or about the same date hereof. “County” means the County of Orange, California.
“Date of this Agreement” means the date in the first paragraph of this Agreement. “Default” means the failure of a party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure.

The term default also includes an Ownership Default and a Maintenance Default as more fully defined and described herein. Notwithstanding the foregoing for purposes of acceleration of the City Promissory Note , or initiation of foreclosure proceedings there shall be a distinction between the types of default hereunder, including an “Ownership Default” and a “Maintenance Default.” The term “Ownership Default” means the failure of Homebuyer to perform any action or covenant required by the Affordable Housing Resale Restriction related to ownership, owner-occupancy, lien priority, and restrictions on sale and resale of the Property subject to the notice and opportunity to cure provisions set forth herein. A default of any obligation secured by the First Lien shall be a cross-default and also constitute an Ownership Default. The term “Maintenance Default” means the failure of Homebuyer to perform any action or covenant required by this Agreement relating to a “Maintenance Deficiency,” including the ongoing upkeep, maintenance, and use of the Property in decent, safe, sanitary, clean, and neighborly manner, subject to the notice and opportunity to cure provisions set forth herein (and expressly excluding an Ownership Default). “Developer” means Santa Ana MV, LLC, a California limited liability company. “Eligible Household” means a Household whose income does not exceed the qualifying limits for a Very-Low Income Household, as defined herein. “First Lien” means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property.
“Homebuyer” means the person or persons set forth in the first paragraph of this Agreement, and their successors and assigns.
“Housing Cost” means and includes all of the following costs associated with ownership of an Affordable Unit as defined in Title 25 of the California Code of Regulations Section 6920, and Santa Ana Municipal Code, including:
(a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments;
(c) Fire and casualty insurance covering replacement value of property improvements;

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(d) Property maintenance and repairs;
(e) A reasonable utility allowance, as determined by the Orange County Housing Authority; and
(f) Homeowner Association assessments and dues.
“Legal Description” means the legal description of the Property which is attached hereto as Exhibit A and incorporated herein.
“Median Income” means the area median income for Orange County PMSA, Adjusted for Family Size Appropriate to the unit pursuant to California Health and Safety Code § 50052.5(h), as periodically published by the California Department of Housing and Community Development.
“Notice of Intent to Transfer” means a written notice from Homebuyer to the City that provides notice of an intent to Transfer the Property and all information required by this Agreement in connection with the proposed Transfer.
“Permitted Transfer” means any Transfer which is permitted under this Agreement with the written consent of the City.
“Prohibited Transfer” means any Transfer which is disapproved by the City or violates this Agreement.
“Property” means that certain real property located at the street address set forth in Recital A and legally described in the Legal Description.
“Purchase Agreement” means that certain agreement pursuant to which Homebuyer has agreed to purchase the Property from the Developer.
“Request for Notice” means the Request for Notice of Default attached hereto as Exhibit H and incorporated herein.
“Sales Price” means the sum to be paid by a Transferee for the Transfer of the Property. “Transfer” shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy; (ii) creation of a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of the Property; or (v) any voluntary conveyance of the Property.
“Transferee” shall mean any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer.
“Very-Low Income” and “Very-Low Income Household(s)” means very low income households as defined in Health & Safety Code Section 50079.5, with Gross Income for the Household that does not exceed fifty percent (50%) AMI.

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Exhibit B

2. HOMEBUYER’S REPRESENTATIONS AND WARRANTIES AS TO THE SALE OF THE PROPERTY TO HOMEBUYER.

2.1 Homebuyer represents and warrants to City that the financial and other information which Homebuyer has provided to City with respect to Homebuyer’s income and the purchase price of the Property was true and correct at the time such information was provided, and remains true and correct as of the Date of this Agreement.

2.2 Homebuyer agrees to occupy the Property as Homebuyer’s primary residence.

3. COVENANTS OF HOMEBUYER AND RESTRICTIONS ON SALE OF PROPERTY.

3.1 Homebuyer covenants and agrees that during the Affordability Term, any resale of the Property shall be to an Eligible Household for an amount that does not exceed an Affordable Sales Price, in accordance with the Density Bonus Agreement.

3.2 Prior to any Transfer of the Affordable Unit, Homebuyer shall provide the City with a Notice of Intent to Transfer, in a form approved by the City, and the City shall have the right to approve or disapprove of any Transfer, which approval shall not be unreasonably withheld.

3.3 Permitted Transfers. Prior to any Transfer of the Property, Homebuyer shall obtain City’s written consent pursuant to the requirements of Section 4 and 5, below, and subject to the following:
(a) During the Affordability Term, the Homebuyer may Transfer the Property to an Eligible Household for an Affordable Sales Price. (b) Upon expiration of the Affordability Term, Homebuyer may sell the Property without the affordability restrictions of this Agreement, subject to the satisfaction of the City Promissory Note and City Deed of Trust.

3.4 Prohibited Transfers. Any Transfer of the Property without the City’s written consent or in violation of this Agreement is a Prohibited Transfer.

3.5 Covenants Run With the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Homebuyer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Homeowner hereby declares its understanding and intent that the burden

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Exhibit B
of the covenants set forth herein touch and concern the land and that Homeowner’s interest in the Property is rendered less valuable thereby. Homeowner hereby further declares its understanding and intent that this Agreement provides a public benefit in furtherance of benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City.

Homebuyer acknowledges and agrees that the requirements of this Agreement were imposed through the Density Bonus Agreement, as a condition for issuance of a building permit for Developer to construct the Property and improvements thereon.

4. HOMEBUYER PROCEEDS FROM SALE OF PROPERTY.

4.1 This Agreement implements the provisions of the Density Bonus Agreement for disbursement of funds from a sale of the Property, as further set forth below.

4.2 Permitted Transfers During the Affordability Term. During the Affordability Term, a Homebuyer retains the proceeds from a Permitted Transfer after payment of the First Lien, and reasonable closing costs and broker fees. The City Deed of Trust shall remain a lien on the Property, or the Transferee shall executed a new Affordable Housing Resale Restrictions, City Promissory Note, and City Deed of Trust.

4.3 Transfers Upon Expiration of the Affordability Term. Upon expiration of the Affordability Term, the City Equity Share shall become due and payable upon a Transfer, and the proceeds from a sale shall be used for payment of the City Equity Share in satisfaction of the City Promissory Note.

4.4 Prohibited Transfers. Homebuyer agrees and acknowledges that a Prohibited Transfer is a default of this Agreement and, in the event of such a default, the City shall be entitled to the greater of: (a) all amounts paid for the Property in excess of the Affordable Sales Price shall be forfeited to the City, or (b) the City Equity Share.

4.5 Equity Sharing Agreement.

4.5.1 Following the expiration of the Affordability Term, Homebuyer agrees to pay to the City the City Equity Share, as follows:

4.5.2 The City Equity Share shall be paid out of proceeds from a Transfer of the Property after the Affordability Term.

4.5.3 The City Equity Share includes the following:
(a) An amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the “Initial Subsidy”).
(b) An amount equal to the product of: (1) the appreciation of the Affordable Unit, as measured by the increase in the fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage

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that the initial subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the “Proportionate Share of Appreciation”).

4.6 The City Equity Share shall only be subordinate to a First Lien, as approved by the City at the time of the initial sale (or subsequent approval in the event of a refinance or resale during the Affordability Term), and amounts owed to Homebuyer for the value of improvements to the Property and the down payment paid by Homebuyer.

4.7 For purposes of determining the City Equity Share, at the time of the initial sale of the Property, and each re-sale during the Affordability Term, the fair market value shall be determined as follows:

4.7.1 For the initial sale, Developer may propose to the City a fair market value based on a price per square foot that is based on comparable sales of other units within the Project.

4.7.2 Except as approved in writing by the City, prior to the sale of an Affordable Unit, a qualified appraiser shall conduct an appraisal of the Affordable Unit to determine fair market value without the restrictions of this Agreement. If the Developer or a prospective Homebuyer disputes the appraised value, then that party may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value.

4.7.3 The fair market value of the Affordable Unit, as determined in accordance with the above, shall be provided to the City for approval or disapproval, which City shall provide within thirty (30) days of receipt of the proposed fair market value. If City does not provide a written response within such time period, then the proposed fair market value shall be deemed approved by the City.

5. PROCESS FOR TRANSFER OF THE PROPERTY. In the event that Homebuyer desires to Transfer the Property, the following procedure shall apply:

5.1 Notice to City. Prior to any Transfer, Homebuyer shall send a completed Notice of Intent to Transfer to City at the address set forth in Section 22. The Notice of Intent to Transfer shall include: (a) the identity of the proposed Transferee and contact information, including current address and phone number, (b) the proposed terms of the Transfer, (c) whether the Property is being sold to a purchaser that qualifies as an Eligible Household and supporting documentation, and (d) if during the Affordability Term, the proposed Affordable Sales Price and the resulting Monthly Housing Costs. If the proposed Transfer is upon expiration of the Affordability Term, then the Notice of Intent to Transfer shall include the proposed sales price and a good faith estimate of the proceeds from the sale of the Property. The City may request additional information as reasonably necessary to evaluate the requested Transfer.

5.2 Qualification of Proposed Transferee. For a transfer during the Affordability Term, the proposed Transferee shall complete an Income Verification Form, in a form approved by the City, which shall include, without limitation, a certification as to the income and family size of the proposed Transferee.

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Exhibit B

5.3 Certificates from Parties. In the event the City approves the proposed Transfer, Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the parties terminate and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee.

5.4 Requirements for Permitted Transfers. For a Permitted Transfer during the Affordability Term, the City will require: (1) an assignment and assumption agreement that is reasonably acceptable to City, or (2) the proposed Transferee execute a new City Promissory Note, City Deed of Trust, and Affordable Housing Resale Restrictions. Upon expiration of the Affordability Term, the City will require a closing statement setting forth the proceeds from a proposed sale, and shall have at least thirty (30) days to review and approve the sales documents.

5.5 Written Approval of City Required Before Transfer. The purchase sale agreement or other contract for Transfer of the Property, and the Income Verification Form, shall be provided to the City, which shall have at least thirty (30) days to review. The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of this Agreement.

5.6 Notice of Prohibited Transfer. Within thirty (30) days after receiving all information required by this Section 5, the City shall determine and give notice to Homebuyer as to whether the City consents to the Transfer as a Permitted Transfer, or if the City determines the proposed Transfer is a Prohibited Transfer. Any attempt to Transfer the Property without the City’s written approval, or after the City has given notice of a Prohibited Transfer, shall be a Default of this Agreement, and the City may apply to a court of competent jurisdiction for specific performance of this Agreement, for an injunction prohibiting a proposed sale or Transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate.

5.7 Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all certificates required by this Section 5 and any other documents City may request. Homebuyer and Transferee may direct an escrow company to provide these documents to the City.

6. ENCUMBRANCES.

6.1 Subordination. Except as provided otherwise herein, the provisions of this Agreement, the Notice of Affordability Restrictions and the City Deed of Trust, the obligations herein and therein, shall be subordinate only to the First Lien on the Property and, if applicable, other loan(s) as approved by the City, including lien instruments that secure other Homebuyer

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purchase money and/or down payment assistance, including without limitation City, State of California, or federal affordable housing programs, which liens shall not impair the rights under the First Lien in the event of default under the First Lien by Homebuyer. Such remedies under the First Lien include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure.

6.2 Request for Notice of Default. City may cause a Request for Notice to be recorded on the Property subsequent to the recordation of the First Lien deed of trust or mortgage requesting a statutory notice of default as set forth in California Civil Code Section 2924b. A form of a Request for Notice is attached hereto as Exhibit I and incorporated herein.

6.3 Further Encumbrances. Homebuyer agrees that it shall not record or cause the recordation of any deed of trust (“Further Encumbrance”) securing a note having an original principal sum which, when added to the sum of the principal amount(s) of any notes secured by any deeds of trust against the Property as of the date of recordation of the Further Encumbrance, exceeds one hundred percent (100%) of the fair market value of the Property.

7. USES. Homebuyer covenants and agrees to devote, use and maintain the Property in accordance with this Agreement. All uses conducted on the Property, including, without limitation, all activities undertaken by Homebuyer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code, and the recorded documents pertaining to and running with the Property.

8. NONDISCRIMINATION COVENANTS.

Homebuyer covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. All deeds, leases or contracts relating to the Property, or any part thereof, shall contain or be subject to substantially the following non-discrimination or non-segregation clauses:
“The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference

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Exhibit B
to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.”
The covenants established in this Section 8 shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and shall remain in effect in perpetuity.

9. MAINTENANCE OF PROPERTY.

Homebuyer shall maintain the improvements and landscaping on the Property in a manner consistent with community standards which will uphold the value of the Property, in accordance with the Santa Ana Municipal Code. Homebuyer also agrees to comply with all applicable federal, state and local laws.

9.1 Exterior Maintenance. Except as to be maintained by the homeowners association, as applicable, all exterior, painted surfaces of any structures located on the Property shall be maintained at all times in a clean and good condition. Any defacing marks shall be cleaned or removed within a reasonable period of time.

9.2 Front and Side Exteriors. Except as to be maintained by the homeowners association, as applicable, Homebuyer shall at all times maintain the front exterior, any visible side exteriors, and yards, if any, in a clean, safe and presentable manner.

9.3 Graffiti Removal. All graffiti and defacement of any type, including but not limited to marks, words and pictures, shall be promptly removed from the Property within two (2) days of the time they were made and any necessary painting or repair completed in a timely and expeditious manner after notice thereof, whichever is less.

9.4 No Nuisance. Homebuyer shall not maintain, cause to be maintained, or allow to be maintained on or about the Property any public or private nuisance, including without limitation, the conduct of criminal activities set forth in the nuisance abatement provisions of the Uniform Controlled Substances Act (Health & Safety Code Sections 11570, et seq.) or the Street Terrorism Enforcement and Prevention Act (Penal Code Sections 186.22 et seq.), or any successor statute or law.

10. OCCUPANCY STANDARDS.

The Property shall be used as the principal personal residence of Homebuyer and Homebuyer’s immediate family/household and for no other purpose. Homebuyer shall not enter into an agreement for the rental or lease of all or any part of the Property. Homebuyer shall not rent out a room or rooms at the Property. Homebuyer may request a temporary waiver of the foregoing requirement in the event of extreme hardship requiring Homebuyer to move to another geographical area or to less expensive housing, including, for example and without limitation, transfer of job location, loss of job, or unexpected major expenses. City may approve or disapprove such request in its sole discretion, and may require as a condition of approval that Homebuyer only rent the Property to Eligible Households at an affordable rent (as defined in Section 50052.5(b)

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Exhibit B
and 50053(b) of the California Health & Safety Code.) Subject to applicable state or federal law, the standard occupancy for the Property shall be consistent with the Regulatory Agreement.

Homebuyer shall, upon demand by City, submit to City an affidavit of occupancy verifying Homebuyer’s compliance with this Section 10. Such affidavit may be required by City on an annual basis.

11. EFFECT OF VIOLATION OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.

11.1 In General. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City, its successors and assigns, as to those covenants which are for its benefit. The covenants contained in this Agreement shall remain in effect for the periods of time specified herein. The covenants against discrimination shall remain in effect in perpetuity. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. City shall have the right, if the Restriction or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled.

11.2 Acceleration. The City shall be entitled to accelerate payments due under the City Promissory Note, and the amount required thereunder shall become due and immediately payable to City by Homebuyer upon the occurrence of any one of the following events of acceleration:

11.2.1 During the Affordability Term, Homebuyer Transfers the Property for a price in excess of an Affordable Sales Price or to a Transferee who does not qualify as an Eligible Household;

11.2.2 Homebuyer makes a Prohibited Transfer of title to or any interest in the Property without City’s consent or in violation of this Agreement;

11.2.3 Homebuyer refinances any lien or encumbrance to which City Deed of Trust is subordinate (each such lien, a “First Lien”) for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs;

11.2.4 Homebuyer fails to occupy the Property as Homebuyer’s principal residence or is in Default of any other obligation under the Affordable Housing Resale Restrictions;

11.2.5 Homebuyer has an Ownership Default violating any affordable housing terms or provisions of this Agreement.

12. COMPLIANCE WITH LAWS; GOVERNING LAW.

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Exhibit B
Homebuyer hereby agrees to comply with all applicable ordinances, rules, and regulations of City. Nothing herein is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule, or regulation. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this declaration must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District.

13. INDEMNIFICATION.

Homebuyer shall pay for, defend, indemnify and hold harmless City and the City and their respective officers, officials, agents, employees, representatives, and volunteers from and against any loss, liability, claim, or judgment relating in any manner to Homebuyer’s use of the Property or Homebuyer’s violation of this Agreement. Homebuyer shall remain fully obligated for the payment of taxes, liens and assessments related to the Property. There shall be no reduction in taxes for Homebuyer, nor any transfer of responsibility to City to make such payments, by virtue of this Agreement.

14. INSURANCE.

Homebuyer shall maintain, during the term of this Agreement, an all-risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property. The policy shall contain a statement of obligation on behalf of the carrier to notify the City of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. Homebuyer shall transmit a copy of the certificate of insurance to City within thirty (30) days of the effective Date of this Agreement, and Homebuyer shall annually transmit to City a copy of the certificate of insurance, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. The copy of the certificate of insurance shall be transmitted to City at the address set forth in Section 22 hereof. The form, content and issuer of any certificate of insurance approved by City.

15. DEFAULTS.

Failure or delay by either party to perform any term or provision of this Agreement which is not cured within thirty (30) days after receipt of notice from the other party constitutes a default under this Agreement; provided, however, that if such default is of the nature requiring more than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice.

Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default.

16. NON-WAIVER.

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Exhibit B
Failure to exercise any right City may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default.

17. FURTHER ASSURANCES.

Homebuyer shall execute any further documents consistent with the terms of this Agreement, including documents in recordable form, as City shall from time to time find necessary or appropriate to effectuate its purposes in entering into this Agreement.

18. GOVERNING LAW.

Homebuyer hereby agrees to comply with all ordinances, rules and regulations of City.

Nothing in this Agreement is intended to be, nor shall it be deemed to be, a waiver of any City ordinance, rule or regulation. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court where the City is located.

19. AMENDMENT OF RESTRICTION.

No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by Homebuyer and City.

20. CITY MAY ASSIGN.

City may, at its option, assign its rights hereunder without obtaining the consent of Homebuyer.

21. HOMEBUYER ASSIGNMENT PROHIBITED.

In no event shall Homebuyer assign or transfer any portion of this Agreement without the prior express written consent of City, which consent shall be given by City only in the event that City determines that the assignee or transferee is an Eligible Household, that the assignee’s or transferee’s monthly housing payments are at an Affordable Housing Cost, and that the assignee or transferee has expressly assumed this Agreement by execution of a written assignment document to be provided by City and recorded against the Property, or execution of new instruments by the transferee. This section shall not affect or diminish City’s right to assign all or any portion of its rights hereunder.

22. NOTICES.

Any notices, requests or approvals given under this Agreement from one party to another may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested to the following address:

To Homebuyer: At the property address.

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Exhibit B
To City: City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92702
Attn: City Clerk
Either party may change its address for notice by giving written notice thereof to the other party.

23. ATTORNEYS’ FEES AND COSTS.

In the event that any action is instituted to enforce payment or performance under this Agreement, the parties agree the non-prevailing party shall be responsible for and shall pay all costs and all attorneys’ fees incurred by such prevailing party in enforcing this Agreement.

24. ENTIRE AGREEMENT.

This Agreement, together with the City Promissory Note and City Deed of Trust, and all attachments thereto and hereto, constitutes the entire understanding and agreement of the parties.

This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between the City and Homebuyer concerning all or any part of the subject matter of this Agreement. [Signatures on Following Page]

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Exhibit B
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

HOMEBUYER:

By: ______________________
By: ______________________
CITY:

ATTEST: CITY OF SANTA ANA
___________________________ _______________________
By: By:

City Clerk City Manager
Dated: _________________ Dated: _______________

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Exhibit 1
Affordable Housing Resale Restrictions
EXHIBIT 1 OF THE AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY

SHARING, AND REGULATORY AGREEMENT

LEGAL DESCRIPTION

TO BE ADDED FOR EACH AFFORDABLE UNIT

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Exhibit C

EXHIBIT C

FORM OF CITY PROMISSORY NOTE
City Equity Share [DATE]
Santa Ana, CA

1. FUNDAMENTAL PROVISIONS.

The following terms will be used as defined terms in this City Promissory Note (as it may be amended, modified, extended and renewed from time to time, this “Note”):

Lender/Payee: City of Santa Ana, a California municipal corporation.

Borrower/Maker: [HOMEBUYER]
Principal Amount: City Equity Share, as defined in the Affordable Housing Resale Restrictions
Interest Rate: None.

Default Interest Rate: Eight percent per annum.

Maturity Date: The date of a Transfer of the Property after expiration of the Affordability Term.

Business Day: Any day of the year other than Saturdays, Sundays and legal holidays on which City’s main office is closed.

Property: [ADDRESS]
Deed of Trust: The City Deed of Trust executed by Borrower, as “Trustor”, for the benefit of City, as “Beneficiary,” concurrently with this Note, and recorded against the Property.

Affordable Housing
Resale Restrictions: The Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement, dated on or about [DATE].

Loan: The agreement by Borrower to pay the Principal Amount to City, in accordance with the Affordable Housing Resale Restrictions and this Note.

City Documents: This Note, the Affordable Housing Resale Restrictions, the City Deed of Trust

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2. PROMISE TO PAY. For value received, Borrower promises to pay to the City, at its office at 20 Civic Center Plaza (M-26), Santa Ana, CA 92702, or at such other place as the Lender hereof may from time to time designate in writing, the Principal Amount together with interest thereon, and all other sums due under and secured by the Deed of Trust.

3. SECURITY. This Note is secured by the City Deed of Trust. The holder of this Note will be entitled to the benefits of the security provided by the City Deed of Trust and will have the right to enforce the covenants and agreements of Maker contained therein and in the Affordable Housing Resale Restrictions

4. PAYMENTS. The City Equity Share is due upon a Transfer of the Property after expiration of the Affordability Term, or upon an event of Default as provided for herein or the Affordable Housing Resale Restrictions. Failure to declare such amounts due in any instance shall not constitute a waiver on the part of the City to declare them due in the future. Maker will pay to City all sums owing under this Note without deduction, offset, or counterclaim of any kind.

5. DEFAULT RATE OF INTEREST. If City Equity Share payable to City pursuant to the Affordable Housing Resale Restrictions and this Note are not paid to City within ten (10) days of the due date thereof, then interest shall accrue on such sum at a rate equal to the lesser of eight percent (8%) interest per annum, compounded annually, or the maximum rate permitted by law.

6. PREPAYMENT. This Note may not be prepaid in whole or in part.

7. TRANSFER. Maker shall not transfer, lease, sell, assign, refinance, encumber, convey or otherwise Transfer any interest in the Property without complying with all requirements of the Affordable Housing Resale Restrictions. Maker’s failure to comply with the requirements of this paragraph shall be a Default under this Note.

8. DEFAULT. The occurrence of any one or more of the following shall constitute an event of default (“Default”) hereunder.

8.1 The occurrence of a breach of any of Maker’s covenants, warranties, or representations under this Note, the City Deed of Trust, or the Affordable Housing Resale Restrictions, including without limitation, any unauthorized refinancing, sale, conveyance, lease, assignment, encumbrance, or other Transfer of the Property, Maker’s failure to occupy the Property as Maker’s principal residence, any failure to pay amounts payable pursuant to this Note, and Maker’s failure to maintain insurance on the Property as required pursuant to the City Deed of Trust.

8.2 The entry of an order for relief under federal bankruptcy laws as to Maker or the adjudication of Maker as insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy act, or Maker’s consent to, acquiescence in, or attempt to secure the appointment of, any receiver for all or any substantial part of the Property.

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8.3 The occurrence of an event of default under any loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan.

9. Remedies. Upon the occurrence of a Default, the giving of any required notice thereof, and the expiration of any applicable cure period, City may, at its option, exercise any one or more of the following remedies:

9.1 Declare all of the sums payable under this Note to be immediately due and payable without further demand.

9.2 Pursue the exercise of the power of sale provided under the City Deed of Trust.

9.3 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 Property and take possession thereof (or any part thereof) and of any of the Security in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach, and notwithstanding the continuance in possession of the Property, the City shall be entitled to exercise every remedy provided by the City Documents or by law, upon the occurrence of any uncured breach.

9.4 Commence an action to foreclose the City Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants set forth in the City Documents.

9.5 Exercise its option to purchase the Property pursuant to the Affordable Housing Resale Restrictions.

9.6 Exercise all other rights and remedies provided herein or in any other City Document.

9.7 Exercise any other remedy provided by law or in equity.

The rights and remedies of the City hereunder are cumulative, and the City’s exercise or failure to exercise one or more of such rights or remedies shall not preclude City’s exercise, at the same time or different times, of any other right or remedy for the same Default or any other Default.

10. Maker’s Personal Liability. Maker will be fully and personally liable for all loss, cost, liability, damage, and expense (including without limitation attorneys’ fees) suffered or incurred by City arising from any of the following:

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10.1 Failure to pay taxes, assessments, and any other charges that could result in liens against any portion of the Property or any other Security.

10.2 Failure to pay and discharge any mechanics’ liens, materialmen’s liens, or other unpermitted liens against any portion of the Property or any other Security.

10.3 Maker’s fraud or intentional misrepresentation with respect to any representations, warranties, or certifications made in the City Documents or in connection with Maker’s application to participate in the City’s affordable housing program.

10.4 Maker’s retention of any rental income or other income arising with respect to any portion of the Property or any other Security subsequent to the date of City’s delivery of any notice of a Default, or which, under the terms of the City Documents, should otherwise have been paid to City.

10.5 Maker’s retention or use of insurance proceeds, condemnation awards, or other similar funds or payments attributable to the Property or any other Security that pursuant to the City Documents should have been paid to City or used for another purpose.

10.6 Waste of the Property, or any other failure to maintain, repair, or restore any portion of the Property or any other Security in accordance with the requirements of the City Documents.

10.7 The removal, demolition, damage or destruction of any portion of the Property or any other Security that is neither consented to in writing by City nor fully compensated for by insurance proceeds or condemnation awards.

10.8 The failure of the City Documents to constitute a lien or security interest, as applicable, on the Property or any other Security, subject only to those exceptions, if any, permitted by the City Documents or otherwise approved in writing by City.

10.9 Nothing in this paragraph will affect or limit the rights of City to enforce any of City’s rights or remedies with respect to any portion of the Property or any other Security.

11. Maker’s Waivers. Maker hereby expressly waives diligence, presentment, protest, and demand, and notice of protest, notice of dishonor and notice of nonpayment of this Note, and expressly waives any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waives the right to plead any and all statutes of limitation as a defense to any demand on this Note.

12. Notices. All notices, requests, demands, reports or other communications regarding this Note shall be in writing and delivered: (i) personally; or (ii) by independent, reputable, overnight commercial courier; or (iii) by deposit in the United States mail, postage and fees fully prepaid,

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Exhibit C
registered or certified mail, with return receipt requested; addressed as follows, or to such other address as specified in written notice delivered to the parties pursuant to this Section:

To Maker: At the Property address.

To City: City of Santa Ana
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, CA 92702
Attn: City Clerk

13. Any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of delivery thereof.

14. Assignment by Lender; Successors and Assigns. This Note shall be binding upon Maker and Maker’s heirs, successors and assigns; provided however, Maker may not assign this Note without City’s prior written consent except as may be permitted in accordance with the City Deed of Trust and the Affordable Housing Resale Restrictions. City may assign its rights to receive the proceeds under this Note to any person or entity without the consent of Maker, and upon notice to Maker of such assignment, all payments shall be made to the assignee.

15. No Joint Venture. The relationship of Maker and City under this Note is solely that of a participant and administrator of an affordable housing program, and in no manner are the City and the Maker partners or joint ventures, nor do any of the City Documents establish a principal and agent relationship between City and Maker.

16. Attorneys’ Fees and Costs. If any legal action is filed to interpret or enforce this Note, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees, costs and expenses incurred therein. Maker agrees to pay all costs and expenses (including reasonable attorneys’ fees) that City may incur in connection with enforcement of this Note and collection of sums payable hereunder whether or not suit is filed.

17. No Third-Party Beneficiaries. This Note shall not benefit or be enforceable by any person or entity except the City and the Maker and their respective successors and assigns.

18. Entire Agreement; Amendments. This Note, together with the Affordable Housing Resale Restrictions and the City Deed of Trust, sets forth the entire understanding between Maker and the City with respect to the subject matter hereof. Any previous representations, warranties, agreements, and understandings among the parties regarding the subject matter of the Affordable Housing Resale Restrictions, this Note and City Deed of Trust whether written or oral, are superseded by the terms of the Affordable Housing Resale Restrictions, this Note and the City

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Exhibit C
Deed of Trust. This Note may be modified or amended only by a written instrument duly executed by City and Maker.

19. No City Waiver. Any waiver of any term or provision of this Note must be in writing. No waiver of any breach, default or failure of condition under this Note or any other City Document shall be implied from City’s failure or delay in declaring a default or exercising any of City’s rights or remedies with respect to such breach, default or failure, or from any previous waiver of any similar or unrelated breach, default or failure, nor shall acceptance by City of any payment hereunder constitute a waiver of City’s right to require prompt payment of any remaining amounts owed. Without limiting the generality of the foregoing, City’s failure or delay in declaring any amount due hereunder shall not constitute a waiver of City’s right to declare such sum due for the same or any subsequent event that triggers Maker’s payment obligations hereunder.

20. Severability. If any provision of this Note shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Note shall not be affected or impaired thereby.

21. Controlling Law and Venue. The terms of this Note shall be interpreted under the laws of the State of California without regard to principles of conflicts of law. This Note was entered into and is to be performed in the County of Orange, which is the exclusive venue for any action or dispute arising hereunder.

22. Captions. All captions and headings in this Note are for the purposes of reference and convenience and shall be disregarded for all other purposes, including the construction or enforcement of any of the provisions of this Note.

23. Joint and Several. The obligations of each signatory to this Note shall be joint and several.

24. Time of the Essence. Time is of the essence with regard to all matters contained in this Note.

MAKER and HOMEBUYER:

By:_______________________________

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Exhibit D

EXHIBIT D

FORM OF CITY DEED OF TRUST

CITY DEED OF TRUST

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, California 92702
Attention: City Clerk
Free Recording pursuant to
Government Code 6103 & 27383

CITY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY

AGREEMENT

THIS PERFORMANCE DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (“Deed of Trust”) is made as of _______________, 20__, by _______________ and _______________ (collectively, “Trustor”) as Trustor, to the City of Santa Ana, as Trustee and Beneficiary (hereafter, “Trustee”, “Beneficiary,” or “City”).

The Trustor, in consideration of the promises herein recited and the trust herein created, irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee, in trust for the benefit of City, with power of sale and right of entry and possession, all of Trustor’s right, title and interest now held or hereafter acquired in and to the property located in the City of Santa Ana, Orange County, State of California, described in the attached Exhibit 1 and more commonly known as: _________________ (APN: _____) (the “Property”); TOGETHER with the rents, issues, and profits of such Property, subject however, to the right, power, and authority granted and conferred on City in this Deed of Trust to collect and apply the rents, issues, and profits; and TOGETHER with all the improvements now or hereafter erected on the Property, and all easements, rights of way, and appurtenances thereto, and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this Deed of Trust; All of the foregoing, together with the Property, is herein collectively referred to as the “Security.”
TO HAVE AND TO HOLD the Security, together with acquaintances, to the Trustee, its successors and assigns forever;

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TO SECURE to the City the payment of the sums, and the performance of the covenants and agreements of the Trustor evidenced by (i) that certain Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement executed by and between Trustor and City, dated as of the date hereof and recorded substantially concurrently herewith (the “Affordable Housing Resale Restrictions”), and (ii) that certain City Promissory Note (the “Note”) dated as of the date hereof and executed by Trustor for the benefit of City, pursuant to which Trustor is obligated to pay to City a City Equity Share, and all extensions, modifications, or renewals of the Note and the Affordable Housing Resale Restrictions. The Note and the Affordable Housing Resale Restrictions are incorporated herein by this reference; and TO SECURE the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust and the performance of the covenants and agreements of Trustor herein contained.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

1. Trustor’s Estate. Trustor represents and warrants that Trustor is lawfully seized of the estate hereby conveyed, has the right to grant and convey the Security, and that other than this Deed of Trust, the Security is encumbered only by: (1) that certain deed of trust executed by Trustor and recorded against the Property substantially concurrently herewith to secure repayment of a loan made by ___________________ (the “First Mortgage Lender”) to assist Trustor in the purchase of the Property and evidenced by a promissory note executed by Trustor in favor of the First Mortgage Lender in the original principal amount of [Dollars] ($ ____ )(the “First Mortgage Note”), and (2) the Affordable Housing Resale Restrictions. Trustor agrees to warrant and defend generally the title to the Security against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring the City’s interest in the Security, and Trustor shall pay all costs and expenses, including cost of evidence of title and attorneys’ fees in a reasonable sum, in any such action or proceeding in which City or Trustee may appear, and in any suit brought by City to foreclose this Deed of Trust. As used in this Deed of Trust, the term “First Mortgage Lender” shall include all successors and assigns of the First Mortgage Lender with respect to the First Mortgage Note.

2. Note and Affordable Housing Resale Restrictions. Trustor will promptly pay when due all sums payable pursuant to the Note and shall perform all of Trustor’s covenants and obligations under the Note, the Affordable Housing Resale Restrictions, and this Deed of Trust.

3. Charges and Liens. Trustor will promptly pay when due, the interest, principal, and all other charges accruing under any deed of trust, mortgage, or other instrument encumbering the Property, and will pay when due directly to the payee thereof all taxes, assessments and other charges, fines and impositions affecting the Property. Upon request by the City, Trustor will promptly furnish to the City copies of all notices of amounts due described in this Section and evidence of payment of such amounts. Trustor shall pay when due each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber all or part of the Property or any interest therein, whether or not such lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust; provided however, Trustor will not be required to discharge the lien of the deed of trust securing the First Mortgage Note (the “First Mortgage Deed of Trust”), and Trustor will not be required to pay any tax, charge, lien or

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Exhibit D
assessment described in this Section so long as Trustor is actively contesting its validity in good faith and by appropriate legal proceedings that will operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof. Trustor shall post security for the payment of such contested claims as may be requested by the City.

4. Protection of Security. If Trustor fails to perform any of the covenants and agreements set forth in this Deed of Trust, or if any action or proceeding is commenced that materially affects City’s interest in the Property, including, but not limited to, default under any senior lienholder document, eminent domain, insolvency, code enforcement, arrangements or proceedings involving a bankrupt or decedent, foreclosure of any mortgage secured by the Property or sale of the Property under a power of sale of any instrument secured by the Property, City, at its option, without releasing Trustor from any obligation hereunder, may upon notice to Trustor, make such appearance, disburse such sums and take such action as is necessary to protect City’s interest, including, but not limited to, the purchase of insurance, disbursement of reasonable attorneys’ fees and entry upon the Property to make repairs. Any amounts disbursed by City pursuant to this Section, with interest thereon, shall become additional indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and City agree to other terms of payment, such amounts shall be payable upon notice from City to Trustor requesting payment thereof, and shall bear interest from the date of disbursement at the highest rate permissible under applicable law.

Nothing contained in this Section shall require City to incur any expense or take any action hereunder.

5. Inspection. The City may make, or cause to be made, reasonable entries upon the Property and inspections of the Security; provided that the City will give Trustor reasonable notice of inspection.

6. Title Insurance. At Trustor’s expense, Trustor shall purchase a CLTA lender’s policy of title insurance for the benefit of City, insuring this Deed of Trust as a secondary lien on the Property, with no delinquent taxes or assessment liens appearing as exceptions to title.

7. Hazard Insurance. Trustor shall keep the Property insured by a standard all-risk property insurance policy with endorsements for vandalism, malicious mischief, and special extended perils, in the full replacement value of the improvements, and with endorsements for increases in costs due to changes in code and inflation, with loss payable to City and any superior trust deed holder, as their interests may appear, and any other insurance required by the City.

The insurance carrier providing such insurance shall be licensed to do business in the State of California and may be chosen by Trustor, subject to approval by City. All insurance policies and renewals thereof shall be in a form acceptable to the City, and shall include a standard mortgagee clause with standard lender’s endorsement in favor of the holder of any senior lien and the City as their interests may appear and in a form acceptable to the City. Trustor shall provide City with copies of all policies and renewals thereof, certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor shall give prompt notice to the insurance carrier and the City or its designated agent. The City, or its designated agent, may make proof of loss if not made promptly by Trustor. The policies shall include an endorsement providing that City shall receive thirty (30) days’ advance written notice of the cancellation, expiration or

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termination or any material change in the coverage afforded by any of the insurance policies required under this Section.

If the Property is acquired by the City, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Property prior to the sale or acquisition will pass to the City to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition, subject to the rights of the holder of any senior lien.

Renewal policies and any replacement policies, together with premium receipts satisfactory to the City, shall be delivered to the City at least thirty (30) days prior to the expiration of existing policies. Neither Trustee nor the City shall by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses. The application of proceeds pursuant to this Section shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

8. Awards and Damages. Subject to the rights of senior lienholders, all judgments, awards of damages, settlements and compensation made in connection with or in lieu of (a) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (b) any damage to or destruction of the Property or any part thereof by insured casualty, and (c) any other injury or damage to all or any part of the Property, are hereby assigned to and shall be applied to the restoration or repair of the Property (if applicable) or paid to the City. The City is authorized and empowered (but not required) to collect and receive any such sums and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the City shall determine at its option. The City shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the City may be released to Trustor upon such conditions as the City may impose for its disposition. Application of all or any part of the amounts collected and received by the City or the release thereof shall not cure or waive any default under this Deed of Trust. If the Property is abandoned by Trustor, or if, after notice by City or its designated agent to Trustor that the condemnor or insurer offers to make an award or settle a claim for damages, Trustor fails to respond to City within thirty (30) days after the date such notice is mailed, City or its designated agent is authorized to collect and apply the proceeds, at City’s option, either to restoration or repair of the Property or to the sums secured by this Deed of Trust

9. Maintenance. Trustor shall maintain the Property and all structures and landscaping thereon in good condition and repair. Trustor agrees to complete installation of landscaping as approved by the City, and to diligently maintain and care for installed landscaping, using generally accepted methods of cultivation and watering. Trustor shall not remove or demolish any building located on the Property, and agrees to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon, and to pay when due all claims for labor performed and materials furnished therefor, and to comply with all laws affecting the Property or requiring any alterations or improvements to be made thereon. Trustor shall not commit or permit waste thereof, and shall not commit or permit any act upon the Property in violation of applicable laws. Trustor will comply with all applicable

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Exhibit D
laws, ordinances and governmental regulations affecting the Property or requiring any alteration or improvement thereof, and will not suffer or permit any violations of any such law, ordinance or governmental regulation, nor of any covenant, condition or restriction affecting the Property. If there arises a condition in contravention of this Section, and if the Trustor has not cured such condition within thirty (30) days after receiving a notice from City of such a condition, then in addition to any other rights available to City, City shall have the right (but not the obligation) to perform all acts necessary to cure such condition, and to establish or enforce a lien or other encumbrance against the Property to recover its cost of cure.

10. Occupancy. Trustor shall occupy the Property as Trustor’s primary residence, and the Property shall be used as the primary residence of Trustor and Trustor’s household and for no other purpose. The Property shall not be leased or rented by Trustor to any person or entity other than as expressly permitted by the Affordable Housing Resale Restrictions or consented to by City in writing. The City shall have the right to monitor whether the Property is owner-occupied by requesting that Trustor provide City with a written certification under penalty of perjury that the Property is owner-occupied, accompanied by supporting documentation reasonably satisfactory to the City.

11. Transfer. Trustor shall not allow any Further Encumbrance or Transfer of the Property (as such terms are defined in the Affordable Housing Resale Restrictions) any without complying with all requirements of the Affordable Housing Resale Restrictions.

12. Assignment of Rents. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to City the rents, issues, revenue and profits of the Property. This is an absolute assignment and not an assignment for security only. Subject to the limitations on lease or rental of the Property as set forth herein and in the Affordable Housing Resale Restrictions, City hereby confers upon Trustor a license to collect and retain such rents, issues, revenue and profits, as they become due and payable prior to any Default hereunder. Upon the occurrence of any such Default, City may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as City may determine. City’s right to the rents, issues, revenue and profits of the Property does not depend upon whether or not City takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, revenue and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If a Default occurs while City is in possession of all or part of the Property and/or is collecting and applying rents as permitted under this Deed of Trust, City, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not City, in person or by agent, takes actual possession of the Property, City shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of the lessor under any lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it , and unless due solely to the willful misconduct or gross negligence

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Exhibit D
of City, shall not be responsible for any dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property.

13. Default. An event of default (“Default”) shall arise hereunder upon the occurrence of any one or more of the following and the expiration of any applicable cure period:
a. Trustor fails to occupy the Property as Trustor’s principal residence; b. The sale, conveyance, encumbrance, refinance, assignment, or other transfer of the Property including without limitation, the lease or rental of the Property in violation of the Affordable Housing Resale Restrictions;
c. An event of default arises under the Note or the Affordable Housing Resale Restrictions, and such default remains uncured following the expiration of any applicable cure period;
d. Trustor fails to pay when due any sum payable pursuant to the Note, the Affordable Housing Resale Restrictions or this Deed of Trust; e. The Property is refinanced or encumbered in violation of the Affordable Housing Resale Restrictions or this Deed of Trust;
f. Trustor fails to maintain insurance on the Property as required by the Affordable Housing Resale Restrictions and this Deed of Trust, g. Subject to Trustor’s right to contest the following charges, Trustor fails to pay prior to delinquency taxes or assessments due on the Property or fails to pay when due any other charge that may result in a lien on the Property, and Trustor fails to cure such default within twenty (20) days of date of delinquency, but in all events prior to the time that the holder of such lien has the right to pursue foreclosure thereon;
h. Trustor declares bankruptcy or makes an assignment of assets for the benefit of creditors, or an order for relief is entered under federal bankruptcy laws as to Trustor, or Trustor is adjudicated as insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy, or Trustor consents to, acquiesces in, or attempts to secure the appointment of, any receiver for all or any substantial part of the Property; i. The occurrence of an event of default under any loan secured by the Property and the continuance of such default beyond the expiration of all applicable cure periods such that the holder of such loan has the right to accelerate such loan. j. Trustor fails to observe or perform any other covenant, condition, or agreement to be observed or performed by Trustor pursuant to the Note, the Affordable Housing Resale Restrictions or this Deed of Trust.

14. Remedies. Upon the occurrence of a Default, the giving of notice thereof and the expiration of any applicable cure period, City may, at its option, exercise any one or more of the following remedies:

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a. Declare all of the sums payable under the Note to be immediately due and payable without further demand.
b. Pursue the exercise of the power of sale provided under this Deed of Trust. c. Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, enter upon, 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 deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom, or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, the City shall be entitled to exercise every right and remedy provided under the Note, this Deed of Trust, or the Affordable Housing Resale Restrictions, or by law upon occurrence of any uncured breach.
d. Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof. e. Exercise any option to purchase the Property, as authorized pursuant to the Affordable Housing Resale Restrictions.
f. 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. g. Exercise any other remedy provided by law or in equity.

15. Acceleration and Sale.
a. Notice of Default. Upon Trustor’s breach of any covenant or agreement of Trustor under the Note, the Affordable Housing Resale Restrictions or this Deed of Trust, City shall mail notice to Trustor as provided in Section 24 hereof specifying: (i) the nature of the breach; (ii) the action required to cure such breach; (iii) a date no less than thirty (30) days from the date the notice is mailed to Trustor by which such breach must be cured or such shorter cure period as may be provided in the Note, the Affordable Housing Resale Restrictions or this Deed of Trust; and (iv) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the loan and the sale of the Property. The notice shall further inform Trustor of Trustor’s right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of a default or any other defense of Trustor to acceleration and sale. If the breach is not cured on or before the date specified in the notice, City at City’s option declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and/or pursue any other remedy provided herein or available under law. City shall be entitled to collect from the Trustor, or from the proceeds of the sale of the Property, all reasonable costs and expenses incurred in pursuing the remedies provided hereunder, including, but not limited to, reasonable attorneys’ fees.

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If a non-monetary default is not reasonably capable of being cured within thirty (30) days, the City, in its sole and absolute discretion, may grant the Trustor or the First Mortgage Lender such additional time as is reasonably necessary to cure the default provided that the Trustor or the First Mortgage Lender (i) initiates corrective action within said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible.

Notwithstanding the cure periods established in this Section, in no event shall the City be precluded from sooner exercising any remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default or delinquency is given. b. Trustor’s Right to Reinstate. Notwithstanding City’s acceleration of the sums secured by this Deed of Trust, Trustor will have the right to have any proceedings begun by City to enforce this Deed of Trust discontinued at any time prior to five (5) days before sale of the Property pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of the judgment enforcing this Deed of Trust if: (a) Trustor pays City all sums which would be then due under this Deed of Trust and the Note had no acceleration occurred; (b) Trustor pays all reasonable expenses incurred by City and Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust, including, but not limited to, reasonable attorneys’ fees; Trustor cures all breaches of any other covenants or agreements of Trustor set forth in the Affordable Housing Resale Restrictions and this Deed of Trust; and (d) Trustor takes such action as City may reasonably require to assure that the lien of this Deed of Trust, City’s interest in the Property and Trustor’s obligation to pay the sums and perform the obligations secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred.
c. Sale. After delivery to Trustee of a Notice of Default and Demand for Sale and after the expiration of such time and the giving of such notice of default and sale as may then be required by law, and without demand on Trustor, Trustee shall sell the Property at the time and place of sale fixed by it in said notice of sale, at public auction to the highest bidder for cash in lawful money of the United States of America, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. Any person, including Trustor, Trustee or the City, may purchase at such sale. Upon such sale by Trustee it shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty expressed or implied. The recitals in such deed of any matters or facts shall be conclusive proof of their truthfulness. Upon sale by Trustee and after deducting all costs, expenses and fees of Trustee, Trustee shall apply the proceeds of sale to the payment of the indebtedness hereby secured, including without limitation the indebtedness evidenced by the Note, any advances made or costs or expenses paid or incurred by City under this Deed of Trust, any indebtedness evidenced by any other instrument hereby secured, and all other sums then secured hereby, including without limitation, interest as provided in the Note and the Affordable Housing Resale Restrictions, in such order as the City shall direct; and then the remainder, if any, shall be paid to the person or persons legally entitled thereto.

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Exhibit D

16. Remedies Cumulative; No Waiver. No exercise of any right or remedy by the City or Trustee hereunder shall constitute a waiver of any other right or remedy herein contained or provided by law, and no delay or forbearance by the City or Trustee in exercising any such right or remedy hereunder shall operate as a waiver thereof or preclude the exercise thereof in any continued or subsequent default hereunder. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. No sale of the Property, forbearance on the part of City, or extension of the time for payment of the indebtedness hereby secured shall operate to release, discharge, waive, modify, change or affect the liability of Trustor either in whole or in part.

17. Indemnity. Trustor agrees to defend, indemnify, and hold the City, and its elected and appointed officers, officials, employees, and agents harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorneys’ fees that they may incur as a direct or indirect consequence of: (i) Trustor’s failure to perform any obligations as and when required by the Note, the Affordable Housing Resale Restrictions, or this Deed of Trust; or (ii) the failure at any time of any of Trustor’s representations or warranties herein or in the Affordable Housing Resale Restrictions or the Note to be true and correct.

18. Due on Transfer of the Property. If the Trustor sells, conveys, assigns, transfers, alienates, or otherwise disposes of its interest in the Property, either voluntarily or involuntarily or by operation of law, in part or in full, in violation of the Affordable Housing Resale Restrictions, the City may, at its option, require immediate payment in full of all sums due under the Note.

19. Reconveyance. Upon payment of all sums and satisfaction of all obligations secured by this Deed of Trust, including without limitation, payment of the City Equity Share as defined in the Affordable Housing Resale Restrictions, and upon the expiration or termination of the Affordable Housing Resale Restrictions, the City will provide a written request to the Trustee to reconvey the Security and will surrender this Deed of Trust and the Note to Trustee. The Trustee shall reconvey the Security without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof.

20. Trustee Substitution. The City, at its option and without prior notice, may from time to time, by written instrument, remove the Trustee and appoint a successor trustee pursuant to a written instrument executed by City and duly acknowledged and recorded in the Official Records of Orange. Such instrument shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the predecessor Trustee, succeed to all the title, estate, power and duties conferred upon the Trustee herein and by applicable law. Such instrument shall set forth the name of the Trustor, the original Trustee and the Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and address of the new Trustee.

21. City’s Rights to Release. Without affecting the liability of any person for payment of any indebtedness hereby secured (other than any person released pursuant hereto), including without limitation any one or more endorsers or guarantors, and without affecting the lien hereof upon any of the Property not released pursuant hereto, at any time and from time to time without

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Exhibit D
notice: (a) City may in its sole discretion: (i) release any person now or hereafter liable for payment of any or all such indebtedness, (ii) extend the time for or agree to alter the terms of payment of any or all of such indebtedness, and (iii) release or accept additional security for such indebtedness, or subordinate the lien or charge hereof; and (b) Trustee, acting pursuant to the written request of the City, may reconvey all or any part of the Property, consent to the making of any map or plot of the and, join in granting any easement thereon, or join in any extension agreement of any agreement subordinating the lien or charge hereof.

22. Subordination. Absent the prior written consent of City, this Deed of Trust shall not be subordinated to any other deed of trust or encumbrance on the Property, except a First Lien, as allowed by the Affordable Housing Resale Restrictions.

23. Request for Notice. City requests that copies of any notice of default and notice of sale affecting the Property be sent to City at its address set forth herein. City shall record a Request for Notice of Default and Sale.

24. Notices. All notices, requests, demands, reports or other communications regarding this Deed of Trust shall be in writing and delivered: (i) personally; or (ii) by independent, reputable, overnight commercial courier; or (iii) by deposit in the United States mail, postage and fees fully prepaid, registered or certified mail, with return receipt requested, and addressed as follows, or to such other address as specified in written notice delivered to the parties pursuant to this Section:

To Trustor: At the Property address.

To City: City of Santa Ana
20 Civic Center Plaza (M-26)
Santa Ana, CA 92702
Attn: City Clerk
Any notice that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of delivery thereof.

25. Successors Bound. The terms of this Deed of Trust shall be binding upon the Trustor and the Trustor’s heirs, legatees, devisees, administrators, executors, successors and assigns.

26. Attorneys’ Fees and Costs. If any legal action is filed to enforce or interpret this Deed of Trust, or the interpretation or enforcement thereof, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees, costs and expenses incurred therein.

27. No Waiver. Any waiver of any term or provision of this Deed of Trust must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Deed of Trust or applicable law.

No failure or delay by City at any time to require strict performance of any provision of this Deed of Trust or to exercise any election contained herein or any right, power or remedy hereunder shall

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Exhibit D
be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

28. No Third-Party Beneficiaries. This Deed of Trust shall not benefit or be enforceable by any person or entity except the City, the Trustee, and the Trustor and their respective successors and assigns.

29. Entire Agreement. This Deed of Trust, together with the Affordable Housing Resale Restrictions and the Note, sets forth the entire understanding between Trustor and the City with respect to the subject matter hereof. Any previous representations, warranties, agreements, and understandings among the parties regarding the subject matter of the Affordable Housing Resale Restrictions, this Deed of Trust and Note whether written or oral, are superseded by the terms of the Affordable Housing Resale Restrictions, the Note and this Deed of Trust.

30. Amendments. This Deed of Trust shall not be amended except by a written instrument duly executed by Trustor and Beneficiary and recorded in the Official Records of Orange.

31. Severability. If any provision of this Deed of Trust shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Deed of Trust shall not be affected or impaired thereby.

32. Controlling Law and Venue. The terms of this Deed of Trust shall be interpreted under the laws of the State of California without regard to principles of conflicts of law. This Deed of Trust was entered into and is to be performed in the County of Orange, which is the exclusive venue for any action or dispute arising out of this Deed of Trust.

33. Captions and Gender. All captions and headings in this Deed of Trust are for the purposes of reference and convenience and shall be disregarded for all other purposes, including the construction or enforcement of any of provisions thereof. Whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

34. Joint and Several. The obligations of each signatory to this Deed of Trust shall be joint and several.

35. Time of the Essence. Time is of the essence with regard to all matters contained in this Deed of Trust.
[Signatures on Following Page]

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Exhibit D
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR:

By: _________________________
Print Name: ___________________
By: _________________________
Print Name: ____________________
[Signatures must be acknowledged by notary]

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Exhibit D

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF )

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

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

WITNESS my hand and official seal.

Signature: (Seal)

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Exhibit 1
Deed of Trust (Legal Description)
EXHIBIT 1 OF DEED OF TRUST

LEGAL DESCRIPTION

TO BE ADDED FOR EACH AFFORDABLE UNIT

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Exhibit E

EXHIBIT E

INCOME VERIFICATION FORM
Affordable Unit Address: ________________________________________________________________ Head of Household (Print Name):

Current Address (if
different from above):

Telephone Number: Home: Work: Cell:

Email address:

Date of Birth: Social Security # or TIN:

Household Composition
List All Household Members Living in the Affordable Unit Name Sex Age
Dependent
(Y/N)
Social Security #
or Taxpayer ID #

List additional household members on a separate sheet of paper.

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Exhibit E

INCOME VERIFICATION FORM
Monthly Gross Income *

List All Sources of Income of All Household Members Living in the Affordable Unit Part 1: Earned Income

Head of
Household
Other
Household
Members Total

1. Gross wages, before payroll deductions and
including overtime pay, commissions, fees, tips
and bonuses.
$ $ $

2. Net income from self-employment, independent
contractor work or a business.
$ $ $

3. Social security and any payments from annuities,
insurance policies, pension/retirement funds,
disability or death benefits received periodically.
$ $ $

4. Payment in lieu of earnings, such as
unemployment, disability compensation, worker’s
compensation and severance pay.
$ $ $

5. Public assistance, welfare payments $ $ $

6. Alimony, child support, other periodic allowances $ $ $

7. Regular pay, special pay and allowances of
members of the Armed Forces
$ $ $

8. Other $ $ $

Subtotal: Monthly Earned Income $
Total Monthly Earned Income x 12 = $_______________ Total Annual Household Gross Earned Income

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Exhibit E

INCOME VERIFICATION FORM
Monthly Gross Income *

List All Sources of Income of All Household Members Living in the Affordable Unit Part 2: Investment Income

Head of
Household
Other Adult
Household
Members
Total
Household
Investment
Income

1. Interest paid on Bank and Savings accounts $ $ $

2. Dividends and other payments from stocks and
bonds
$ $ $

3. Income from real property (i.e. rental property) $ $ $

4. Other (describe) $ $ $

Subtotal: Monthly Investment Income: $
Total Monthly Investment Income x 12 = $_______________ Total Annual Household Investment Income *Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience.

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Exhibit E

INCOME VERIFICATION FORM
Assets **

List the Current Value of All Assets of All Household Members Living in the Affordable Unit If the Asset generates income, that income must be specified In Part 2 above

Head of
Household
Other Adult
Household
Members Total Value of
Value Value Assets

1. Bank and Savings accounts $ $ $

2. Stocks and bonds $ $ $

3. Real property (i.e. rental property) $ $ $

4. Other (describe) $ $ $
Total Asset Value $______________________
**Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets.

If the total value of household assets exceeds $5,000, the calculation of the household’s annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets.

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Exhibit E

INCOME VERIFICATION FORM
If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0.

Calculation of Investment Income to be Included in Annual Household Income

1. Total Annual Household Investment Income $

2. Total Asset Value $ x 10% $
The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $___________ Calculation of the Household’s Total Annual Income
Total Annual Household Gross Earned Income $
Total Investment Income to be Included in Annual Household Income $ Total Household Income $
Documentation
Attach True Copies of the Relevant Documents Listed Below

Paycheck stubs from three most recent
pay periods Bank/Savings account verification
Employment verification Self-employment verification
Three years Income tax returns for Title
Holders Unemployment verification
Social security verification Welfare verification
Alimony/child support verification Disability income verification Other (Describe)

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Exhibit E

AFFIDAVIT
This Affidavit is made with the knowledge that it will be relied upon by _____________ and the City of Santa Ana to determine maximum income for eligibility to purchase the Affordable Unit listed above. (I/we) warrant that all information set forth in this document is true, correct and complete and based upon information (I/we) deem reliable and based upon such investigation as (I/we) deemed necessary.
(I/We) acknowledge that (I/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) purchase agreement and will additionally enable the seller to terminate the purchase contract and sell the Affordable Unit to another party.
(I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Affordable Unit located at ______________________, Santa Ana, California.

Signature Date

Printed Name

Executed at ________________________________, Santa Ana, California

Signature Date

Printed Name

Executed at ________________________________, Santa Ana, California

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Exhibit F

EXHIBIT F

OCCUPANCY CERTIFICATION FORMS
[SEE FOLLOWING PAGES]

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Exhibit F
Exhibit F-1: Certificate of Intent to Occupy
Date:

Homebuyer(s) Name:__________________
Address: ___________________Santa Ana, CA
We have signed a Purchase Agreement to purchase an Inclusionary Unit that was produced under the requirements of the City of Santa Ana Inclusionary Housing Ordinance. We understand and agree that the Inclusionary Unit must be used as our Primary Residence and for no other purpose.

By this Certification, we declare under penalty of perjury that:

1. We will move into and occupy the Inclusionary Unit promptly after the Closing; and

2. After initial occupancy, we intend to occupy the Inclusionary Unit for at least ten (10) out of the every twelve (12) months; and

3. We will not use the Inclusionary Unit for any other purpose than as our Primary Residence; and

4. We will not rent or lease any part of the Inclusionary Unit to another party.

We acknowledge that any intentional or negligent misrepresentation in this Certification may result in civil liability and/or criminal penalties including, but not limited to, fine or imprisonment, or both, and liability for monetary damages under the provisions of Title 18, United States Code, Section 100.1, et seq.

Signed: _____________________________
Signed: _____________________________

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Exhibit F
Exhibit F-2: Certificate of Continuing Occupancy
Date:

Owner(s) Name:

Address: Santa Ana, CA
We are the Owners of an Affordable Unit that was developed subject to regulatory requirements imposed by the City of Santa Ana. We understand and agree that the Affordable Unit must be used as our Primary Residence and for no other purpose.

By this Certification, we declare under penalty of perjury that:

1. We currently occupy the Affordable Unit; and

2. We have occupied the Affordable Unit for at least ten (10) out of the past twelve (12) months; and

3. We have not used the Affordable Unit for any other purpose than as our Primary Residence; and

4. We are not renting or leasing any part of the Affordable Unit to another party.

We have attached true and accurate copies of two utility bills or other documentation evidencing our continued occupancy of the Affordable Unit.

We acknowledge that any intentional or negligent misrepresentation in this Certification may result in civil liability and/or criminal penalties including, but not limited to, fine or imprisonment, or both, and liability for monetary damages under the provisions of Title 18, United States Code, Section 100.1, et seq.

Signed: _____________________________
Signed: _____________________________

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Exhibit G

EXHIBIT G

FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF

PROPERTY

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, California 92702
Attention: City Clerk
Free Recording pursuant to
Government Code 6103 & 27383

NOTICE OF AFFORDABILITY RESTRICTIONS ON

TRANSFER OF PROPERTY
This Notice of Affordability Restrictions on Transfer of Property (or “Notice of Affordability Restrictions”) is executed and recorded pursuant to the Density Bonus Housing Agreement With Declaration of Covenants, Conditions, and Restrictions (the “Density Bonus Agreement”), recorded on or about __________, 2026, in the Official Records of Orange County, against that certain real property generally located at_______________ (APN: ______) in the City of Santa Ana, California, as legally described in Exhibit 1 hereto (“Property”). The City of Santa Ana, a municipal corporation (“City”), and ____________________________ (collectively “Homebuyer”) have entered into that certain Affordable Housing Resale Restrictions, Equity Sharing, and Regulatory Agreement, dated concurrently herewith (“Affordable Housing Resale Restrictions”).

1. The Affordable Housing Resale Restrictions provides for affordability restrictions and restrictions on the transfer of the Property, as more particularly set forth in the Affordable Housing Resale Restrictions. A copy of the Affordable Housing Resale Restrictions is on file with City as a public record and is deemed incorporated herein. Reference is made to the Affordable Housing Resale Restrictions with regard to the complete text of the provisions of such agreement and all defined terms therein, which provides for affordability restrictions and restrictions on the transfer of the Property.

2. The Affordable Housing Resale Restrictions contains restrictions on the sale of the Property and an equity sharing agreement for Homebuyer to pay to the City certain proceeds from the sale of the Property upon the expiration of the Affordability Term for the Property.

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Exhibit G

3. The Affordable Housing Resale Restrictions contains restrictions on the sale of the Property and an equity sharing agreement for Homebuyer to pay to the City certain proceeds from the sale of the Property upon the expiration of the Affordability Term for the Property. (A) For a period commencing upon the date on which the Property receives a Certificate of Occupancy, which occurred on [DATE], and terminating on the date that is ten (10) years later (the “Affordability Term”), the Property may only be transferred to another eligible, qualified Very-Low Income Household, at an Affordable Sales Price; such restrictions are set forth at greater length in the Density Bonus Agreement and the Affordable Housing Resale Restrictions.
(B) Upon expiration of the Affordability Term, the City is entitled to an amount of the proceeds from any Transfer that is equal to the City Equity Share, which is secured by the City Deed of Trust. The City Equity Share is based on the following: (i) an amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the “Initial Subsidy”), plus (ii) an amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the initial subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the “Proportionate Share of Appreciation”). The City Deed of Trust will not be released as an interest in the Property or otherwise reconveyed unless and until the City is paid the City Equity Share in accordance with the Affordable Housing Resale Restrictions.

4. Prior to a transfer of the Property, Homebuyer must comply with requirements of the Affordable Housing Resale Restrictions, including but not limited to the following requirements of Section 5:
a. Notice to City. Homebuyer shall send the Notice of Intent to Transfer to City pursuant to Section of the Affordable Housing Resale Restrictions. b. Qualification of Proposed Transferee. During the Affordability Term, the proposed Transferee shall provide City with sufficient information in the form provided by City including without limitation, a certification as to the income and family size of the proposed Transferee, for City to determine if the proposed Transferee is a Very-Low Income Household, and the proposed Affordable Sales Price.
c. Certificates from Parties. During the Affordability Term, Homebuyer and proposed Transferee each shall certify in writing, in a form acceptable to City, that the Transfer shall be closed in accordance with, and only with, the terms of the sales contract and other documents submitted to and approved by City and that all consideration delivered by the proposed Transferee to owner has been fully disclosed to City. The written certificate shall also include a provision that in the event a Transfer is made in violation of the terms of this Agreement or false or misleading statements are made in any documents or certificate submitted to City for its approval of the Transfer, City shall have the right to file an action at law or in equity to make the parties terminate

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Exhibit G
and/or rescind the sales contract and/or declare the sale void notwithstanding the fact that the Transfer may have closed and become final as between Homebuyer and Transferee. d. Written Consent of City Required Before Transfer. During the Affordability Term, the purchase sale agreement or other contract for Transfer of the Property, and the Income Verification Form, shall be provided to the City, which shall have at least thirty (30) days to review.

The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of this Agreement The Property, and any interest therein, shall not be conveyed by any Transfer except with the express written consent of City, which consent shall be given only if the Transfer is in accordance with the provisions of the Affordable Housing Resale Restrictions. e. Notice of Prohibited Transfer. Within thirty (30) days after receiving all information required by the Affordable Housing Resale Restrictions, the City shall determine and give notice to Homebuyer as to whether the City consents to the Transfer as a Permitted Transfer, or if the City determines the proposed Transfer is a Prohibited Transfer. Any attempt to Transfer the Property without the City’s written approval, or after the City has given notice of a Prohibited Transfer, shall be a Default of this Agreement, and the City may apply to a court of competent jurisdiction for specific performance of this Agreement, for an injunction prohibiting a proposed sale or Transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate. f. Delivery of Documents. Upon the close of the proposed Transfer, Homebuyer and Transferee, as applicable, shall provide the City with a copy of the final sales contract, settlement statement, escrow instructions, all required certificates, and any other documents City may request.

5. The Affordable Housing Resale Restrictions and the Density Bonus agreement both remain in full force and effect and are not amended or altered in any manner whatsoever by this Notice of Affordability Restrictions.

6. Capitalized terms shall have the meaning established under the Density Bonus Agreement or the Affordable Housing Resale Restrictions (including all Attachments or Exhibits thereto) excepting only to the extent as otherwise expressly provided under this Notice of Affordability Restrictions.

7. Persons having questions regarding this Notice of Affordability Restrictions, the Affordable Housing Resale Restrictions or the Density Bonus Agreement should contact City to obtain copies.

HOMEBUYER:

By: _____________________________
By: ______________________________
[Signatures must be acknowledged by notary]

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Exhibit G

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF )

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

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

WITNESS my hand and official seal.

Signature: (Seal)

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Exhibit 1
Notice of Affordability Restrictions (Legal Description) EXHIBIT 1 TO NOTICE OF AFFORDABILITY RESTRICTIONS

LEGAL DESCRIPTION

TO BE ADDED FOR EACH AFFORDABLE UNIT

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Exhibit H
Exhibit H

FORM OF REQUEST FOR NOTICE OF DEFAULT

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, California 92702
Attention: City Clerk
Free Recording pursuant to
Government Code 6103 & 27383
REQUEST FOR NOTICE UNDER CIVIL CODE SECTION 2924B
In accordance with California Civil Code Section 2924b request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deeds of Trust recorded as Instrument Nos. _____, _____, and on _______ in the Official Records of County of Orange, California, and describing land therein as:
[See Exhibit 1 attached hereto]
executed by ______________________________________, as Trustor/Borrower, in which the City of Santa Ana is named as Beneficiary and Trustee, be mailed to:

City of Santa Ana, 20 Civic Center Plaza (M-26) P.O. Box 1988, Santa Ana, CA 92702, Attention: City Clerk.
[Signatures on Following Page]

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Exhibit H
ATTEST: CITY OF SANTA ANA
Jennifer Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:

By: [NAME]
City Attorney

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Exhibit 1
Request for Default
EXHIBIT 1 TO REQUEST FOR DEFAULT

LEGAL DESCRIPTION

TO BE ADDED FOR EACH AFFORDABLE UNIT

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Exhibit I
Exhibit I

AFFORDABLE SALES PRICE
Income criteria used to determine affordable sales price and affordable housing cost are based on standards imposed by the Ordinance and California Health and Safety Code Sections 50093 and 50052.5.

Certain assumptions are used in calculating both the Affordable housing cost and the Affordable Sales Price for the Affordable Units in this Project.

Affordable housing costs include reasonable costs associated with owning a housing unit. These include:
• Principal and interest payments for the Affordable Unit with a ten percent (10%) down payment
• Private mortgage insurance (if applicable)
• Property taxes and assessments
• Homeowner’s insurance
• A reasonable allowance for utilities
• A reasonable allowance for unit maintenance; and
• Homeowners maintenance association dues (HOA)
The maximum Affordable Sales Price for an Affordable Unit is the total sales price a typical VeryLow Income Household (up to fifty percent (50%) of median income), adjusted for the household size appropriate for the unit size, can afford to pay for housing. Accordingly, the Affordable Sales Price for the Affordable Units in this Project will be as set forth below. Affordable Sales Price shall be recalculated quarterly and upon annual release of AMI for Orange County by HCD, in accordance with HSC Section 50052.5. Further, the calculation of the Affordable Sales Price will be based on actual unrestricted rate price estimates, the percentage of income allocated to housing pursuant to Health and Safety Code § 50052.5, actual homeowner’s association dues, utility costs (based on similar projects) and a commercially reasonable interest rate at the time the Homebuyer enters into a Residential Purchase Agreement with Developer, or its successor in interest. In the event that the actual interest rate available for the Supportable Mortgage is less than the interest rate set forth herein, Developer may elect to recalculate Affordable Sales Price based on actual interest rate.

The sale price below is based on a target income level established by Health and Safety Code Section 50052.5, not the income of the actual Homebuyer. The household size adjustment that is used in determining the income limit for the purpose of setting the maximum Affordable Sales Price is based on the number of bedrooms in the unit, not the size of the specific Homebuyer’s household. These criteria are based on the California Health and Safety Code and allow the Affordable Sales Price to be set in advance of identifying a specific buyer. The Affordable Sales Price for each Affordable Unit is three (3) bedroom unit and presumed household size of four (4) and by using a four (4) bedroom unit and presumed household size of five (5).

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Exhibit I

TABLE TO BE ADDED

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Exhibit 7
Initial Study and Mitigated Negative Declaration;
Response to Comments and Mitigation Monitoring and Reporting Program First and Mountain View Project
GPA No. 2026-01, AA No. 2026-03, VTTM No. 2026-04, DBA NO. 2025-04 4320 West First Street and 201 South Mountain View Street • Draft Initial Study Mitigated Negative Declaration (ISMND) o Appendices:
▪ A - Air Quality, Greenhouse Gases, and Energy Analysis ▪ B - Cultural Resources Assessment
▪ C - Geotechnical Investigation
▪ D - Phase I and II ESAs
o Part 1
o Part 2
▪ E - Hydrology Report and Water Quality Management Plan (WQMP) ▪ F - Noise Analysis
▪ G - Transportation Studies
▪ H – SB 18 and AB 52 - Tribal Consultation Documentation o Part 1
o Part 2
• Final Initial Study Mitigated Negative Declaration (Includes Response to Comments and Mitigation Monitoring and Reporting Program)
City Council 29 – 177 10/6/2026

CITY OF SANTA ANA
Planning and Building Agency
20 Civic Center Plaza ● P.O. Box 1988
Santa Ana, California 92702
www.santa-ana.org/pba

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 items described below.

Project Location: 4320 West First Street and 201 South Mountain View Street, located within the General Commercial (C2) and within the Light Industrial (M1) zoning districts.

Project Applicant: Storm Bird of Storm Properties, Inc. (Applicant), on behalf of Santa Ana MV LLC (Property Owner)
Proposed Project: The Applicant is requesting approval of: (1) General Plan Amendment (GPA) No. 2026-01 to redesignate the land use of the subject property from General Commercial (GC) and LowMedium Density Residential (LMR-11) to Urban Neighborhood-Low (UN-20); (2) Amendment Application (AA) No. 2026-03 to change the zoning designation from General Commercial (C2) and Light Industrial (M1) to Specific Development No. 98 (SD-98) and adopt the SD-98 zoning district; (3) Vesting Tentative Tract Map (VTTM) No. 2025-04 (County Map No. 19391) to create condominium lots; and (4) Density Bonus Agreement (DBA) No. 2025-04 to memorialize the Project’s density bonus and concession pursuant to State Density Bonus Law. The proposed Project would redevelop the property with a 61-unit, for-sale townhome community. As a housing development project, the application is also being processed pursuant to California Senate Bill 330 (Housing Crisis Act of 2019), as amended.

Environmental Impact: Pursuant to the requirements of the California Environmental Quality Act (CEQA) and the CEQA Guidelines, an Initial Study and Mitigated Negative Declaration (IS/MND) has been prepared for the project. The IS/MND’s Notice of Intent (NOI) was posted to the County Clerk on May 5, 2026, for the required 30-day public comment period, between May 5, 2026 through June 4, 2026. The City of Santa Ana has determined, based on the IS/MND, that the project will not have a significant effect on the environment with implementation of the recommended mitigation measures.

The IS/MND is available to the public for review at City Hall at 20 Civic Center Plaza, Santa Ana, California, 92701 and on the City’s website at https://santa-ana.gov/1st-and-mountain-view-townhomedevelopment/ Action Taken by the Planning Commission on September 14, 2026: Adopted a resolution approving a concession or reduction of development standards pursuant to state density bonus law to be memorialized in Density Bonus Agreement (DBA) No. 2025-04, as conditioned, and recommended City Council approval of a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program (SCH No. 2026050141), General Plan Amendment (GPA) No. 2026-01, Amendment Application (AA) No. 2026-03, and Vesting Tentative Tract Map (VTTM) No. 2026-04, as conditioned.

VOTE: 6:0:1 (Ayes: Commissioners Benninger, Guzman, Leo, Pham, Ramos, and Woo; Absent:

Commissioner Oliva).

Meeting Details: This public hearing will be held on Tuesday, October 6, 2026, at 5:30 p.m., or as soon thereafter as the matter may be heard, in the City Council Chamber, 22 Civic Center Plaza, Santa Ana, CA 92701. Members of the public may attend this meeting in-person or join via Zoom. For the most up to date information on how to participate virtually in this meeting, please visit https://www.santa-ana.gov/agendas-and-minutes/
City Council 29 – 178 10/6/2026
Written Comments: If you are unable to participate in the meeting, you may send written comments by e-mail to [email protected] (reference the Agenda Item # in the subject line) or mail to Jennifer L. Hall, City Clerk, City of Santa Ana, 20 Civic Center Plaza – M30, Santa Ana, CA 92701.

Deadline to submit written comments is two hours prior to the start on the day of the meeting.

Comments received after the deadline may not be distributed to the City Council but will be made part of the record.

Where To Get More Information: All staff reports regarding any item on this agenda are available for public inspection in the City Clerk’s Office during regular business hours and posted on the City’s website the Tuesday before a Council meeting at: https://www.santa-ana.gov/agendas-and-minutes/ Who To Contact For Questions: Should you have any questions, please contact Nancy Tran with the Planning and Building Agency at [email protected] or (714) 667-2740.

Note: If you challenge the decision on the above matter in court, 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.

Si tiene preguntas en español, favor de llamar a Gema Zapien (714) 667-2732.

Nếu cần liên lạc bằng tiếng Việt, xin điện thoại cho Kristie Ha (714) 667-2206. 2000’ RADIUS NOTIFICATION MAP
City Council 29 – 179 10/6/2026

CITY ATTORNEY
Sonia R. Carvalho

CITY MANAGER
Alvaro Nuñez

CITY CLERK
Jennifer L. Hall
20 CIVIC CENTER PLAZA - P.O. BOX 1988, M31 - SANTA ANA, CALIFORNIA 92702 TELEPHONE (714) 647-6900 - FAX (714) 647-6954 - www.santa-ana.org Councilmember-Requested Item Report
DATE
October 6, 2026
TOPIC
Flock Agreement

COUNCILMEMBER-REQUESTED ITEM TITLE
Discuss and Consider Directing the City Manager to Direct Staff as Follows: (1) Report Back to the City Council Within 30 Days on the City's Agreements with Flock Group, Inc. (Agreement No. A-2025-059) and Motorola Solutions, Inc. (Agreement No. A-2025-060) for Automated License Plate Recognition Services, Including All Options and Costs to Terminate, Suspend, or Not Renew Each Agreement; (2) Present the One Year Update from Staff That the City Council Directed When It Approved the Agreements on May 6, 2025, Including Data on the System's Effectiveness; and (3) Report on All Outside Agency Access to the City's ALPR Data, Including Searches Conducted by the Northern California Regional Intelligence Center, and the City's Compliance with California Civil Code Section 1798.90.5 et seq. (SB 34) and SAPD Policy 436

DISCUSSION
Background
On May 6, 2025, the City Council approved two agreements on a 4 to 3 vote:
• Agreement No. A-2025-059 with Flock Group, Inc.: a three year agreement, not to exceed $211,560, for 24 fixed ALPR cameras.
• Agreement No. A-2025-060 with Motorola Solutions, Inc.: a five year agreement, not to exceed $494,099, for 24 fixed ALPR cameras and mobile ALPR units on 4 patrol vehicles.

During the discussion, I raised concerns about third party data sharing, records retention, and personal identifying information collected by the system. The City Council, in its motion approving both agreements with Flock and Motorola, requested a one-year update from staff. That update was due in May 2026 and has not been presented.

The staff report said Flock was selected in part because it provides access to an extensive network of outside law enforcement agencies' data. The City purchased extended data retention of up to one year for every Flock camera; Flock's standard retention period is 30 days.

City Council 30 – 1 10/6/2026

CITY ATTORNEY
Sonia R. Carvalho

CITY MANAGER
Alvaro Nuñez

CITY CLERK
Jennifer L. Hall
20 CIVIC CENTER PLAZA - P.O. BOX 1988, M31 - SANTA ANA, CALIFORNIA 92702 TELEPHONE (714) 647-6900 - FAX (714) 647-6954 - www.santa-ana.org In August 2026, reporting based on public records released by the City showed that the Northern California Regional Intelligence Center (NCRIC) ran more than 27,000 searches accessing Santa Ana's Flock network over 6 months. The search logs name:
• U.S. Department of Justice
• FBI
• ATF
• U.S. Marshals
• DEA
• U.S. Forest Service
• IRS
• An agency in Washington State
State law limits the sharing of ALPR data to California public agencies, and the Attorney General has advised that federal and out of state agencies are not included. The City has no memorandum of understanding with NCRIC on file.

Neither agreement allows the City to terminate at will. Each contains specific provisions for termination, nonrenewal or early exit that carry different costs and timelines. The Flock agreement renews automatically for 24 months unless notice is given. Santa Ana residents deserve a clear accounting of who has accessed this data, whether that access complied with state law, and what the City's options are. This item asks staff to provide that information so the City Council can make an informed decision in public.

Recommended Action
Direct the City Manager to direct staff to return to the City Council within 30 days with a report that includes:

1. Contract status. For each agreement:
o The date the term began (for Flock, the date cameras were validated as operational)
o Current term end dates
o Invoices paid to date
o The date and amount of each remaining scheduled payment

2. Termination options and costs for Agreement No. A-2025-059 (Flock) o Termination for non-appropriation under Section 11.15, on 30 days' written notice
o Termination for uncured material breach under Section 7.2 o Notice of nonrenewal under Section 7.1
o Any negotiated mutual termination
o Confirmation that the agreement will not renew automatically without City Council action

3. Termination options and costs for Agreement No. A-2025-060 (Motorola) o Termination for uncured material breach under MCA Section 3.2 o Any negotiated mutual termination
o A calculation of the early termination payment under Vigilant Addendum Section 4.6.2, based on the equipment MSRP and the months remaining in the Commitment Term
City Council 30 – 2 10/6/2026

CITY ATTORNEY
Sonia R. Carvalho

CITY MANAGER
Alvaro Nuñez

CITY CLERK
Jennifer L. Hall
20 CIVIC CENTER PLAZA - P.O. BOX 1988, M31 - SANTA ANA, CALIFORNIA 92702 TELEPHONE (714) 647-6900 - FAX (714) 647-6954 - www.santa-ana.org

4. The one-year update. The update from staff the Council directed on May 6, 2025, including:
o Stolen vehicles recovered
o Missing persons located
o Cases in which ALPR data contributed to an arrest or solved crime o Confirmation of number of employees accessing this system

5. Outside agency access. For both systems, now and since installation:
o A complete list of every outside agency with access to the City's ALPR data
o All data sharing settings in use, including any Flock national lookup participation and any Motorola Vehicle Manager sharing
o Total outside searches by agency
o A specific accounting of searches by the Northern California Regional Intelligence Center, including any conducted on behalf of federal or out-ofstate agencies o Whether any memorandum of understanding governs that access

6. Legal analysis by the City Attorney's Office
o Whether the access described in item 5 complied with Civil Code Section 1798.90.55(b), SAPD Policy 436, and the City's sanctuary city ordinance o Whether any such access gives the City grounds to terminate for material breach under either agreement

7. Data retention and vendor data rights
o Whether the City has adopted a retention policy for ALPR data o Options to reduce the 365-day retention period purchased under the Flock Order Form
o The retention period currently set for the Motorola system o An analysis of each vendor's rights to use or disclose City data, including Flock MSA Sections 4.3 and 5.3 and Motorola MCA Section 10.4.1

8. Fiscal impact
o Total spent to date from the SLESA Law Enforcement Grants fund o Remaining appropriations for these agreements
o Eligible alternative uses of those funds within SLESA requirements if either agreement ends

9. Interim direction
o Pending the report, direct the City Manager to disable all outside agency access to the City's ALPR data, to the extent permitted under the agreements

SUBMITTED BY
Councilwoman Jessie Lopez

EXHIBIT(S)
N/A
City Council 30 – 3 10/6/2026
Councilmember Requested Item Report
DATE
October 6, 2026
TOPIC
STOP Proposed Lane Reductions and Protected Bicycle Lanes on First Street and Raitt Street, along with any others planned throughout the city until further review of the overall street masterplan.

COUNCILMEMBER REQUESTED ITEM TITLE
Discuss and Consider Directing the City Manager to Direct Public Works to Immediately STOP Further Design, Planning, Approvals, Construction, and Implementation of ANY Vehicle Lane Reductions and Protected Bicycle Lanes Throughout the City, Specifically the Scope of Work Planned for Raitt Street and First Street.

DISCUSSION
Recent roadway projects throughout the city have raised significant concerns from residents regarding traffic congestion, access, and the continued removal or reduction of vehicle travel lanes to accommodate protected bicycle infrastructure. Now that similar work has been completed along Standard Avenue between Warner Avenue and First Street, and along McFadden Avenue between Bristol Street and Fairview Street, residents have had an opportunity to experience firsthand the impacts of these roadway changes. The concerns and frustrations expressed by residents regarding increased traffic delays, congestion, accidents, and reduced vehicle capacity should not be ignored, particularly when the protected bicycle lanes being installed appear to receive limited use by the public. It is time for the city to read the room and reconsider whether continuing to implement similar projects throughout Santa Ana reflects the priorities and everyday transportation needs of our residents.

Roadway changes of this magnitude, including those currently planned for First Street and Raitt Street, should not proceed without further public review and consideration by the full City Council. Any proposed lane reduction or construction of protected bicycle lanes on these streets should come before the City Council with an analysis of impacts to traffic, congestion, emergency and business access, and surrounding neighborhoods, as well as MEANINGFUL INPUT from residents, businesses, and other street users.

The City Council should also consider whether the broader policy of reducing vehicle travel lanes to construct protected bicycle lanes should ultimately be presented to Santa Ana voters, allowing residents to directly determine whether these types of roadway projects should continue throughout the City.

SUBMITTED BY
Mayor Pro Tem David Peñaloza

CITY ATTORNEY
Sonia R. Carvalho

CITY MANAGER
Alvaro Nuñez

CITY CLERK
Jennifer L. Hall
20 CIVIC CENTER PLAZA - P.O. BOX 1988, M31 - SANTA ANA, CALIFORNIA 92702 TELEPHONE (714) 647-6900 - FAX (714) 647-6954 - www.santa-ana.org City Council 31 – 1 10/6/2026
HOUSING AUTHORITY 1 June 16, 2026
DRAFT Minutes of the Special Meeting
of the Housing Authority
Santa Ana, California
June 16, 2026

CALL TO ORDER
MINUTES: Chair Amezcua called the Housing Authority Special Meeting to order at 7:43 P.M.

ATTENDANCE Authority Members Phil Bacerra
Johnathan Ryan Hernandez
Jessie Lopez
Thai Viet Phan
Benjamin Vazquez
Vice Chair David Penaloza
Chair Valerie Amezcua
City Manager Alvaro Nuñez
City Attorney Sonia R. Carvalho
Recording Secretary Jennifer L. Hall

ROLL CALL
MINUTES: Secretary Jennifer L. Hall conducted Roll Call.

Chair Amezcua, Vice Chair Penaloza, and Authority Members Bacerra, Hernandez, Lopez, Phan, and Vazquez were present.

ADDITIONS\DELETIONS TO THE HOUSING AUTHORITY AGENDA
MINUTES: None.

City Council 2 – 1 10/6/2026
HOUSING AUTHORITY 2 June 16, 2026
PUBLIC COMMENTS – Members of the public may address Housing Authority on items on the Housing Authority agenda.

MINUTES: None.

RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 1 through 3.

MINUTES: At 7:44 P.M., the Consent Calendar was considered.

MOTION: Authority Chair Amezcua moved to approve staff recommendations on the following Consent Calendar Items: 1 through 3, seconded by Authority Member Hernandez.

The motion carried, 7 – 0, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

AUTHORITY MEMBER BACERRA, AUTHORITY MEMBER

HERNANDEZ, AUTHORITY MEMBER LOPEZ, AUTHORITY

MEMBER PHAN, AUTHORITY MEMBER VAZQUEZ, VICE

CHAIR PENALOZA, CHAIR AMEZCUA
NONE
NONE
NONE
Status: 7 – 0 – Pass

1. Excused Absences
Department(s): City Clerk’s Office
Recommended Action: Excuse the absent members.

2. Minutes of the Special Meeting of May 19, 2026
Department(s): City Clerk’s Office
Recommended Action: Approve minutes.

3. Subordination Agreement and Lease Rider with the State of California Department of Housing and Community Development for FX Residences Department(s): Community Development Agency
Recommended Action:

1. Authorize the Executive Director of the Housing Authority to execute a Subordination Agreement with the State of California Department of Housing

CONSENT CALENDAR
City Council 2 – 2 10/6/2026
HOUSING AUTHORITY 3 June 16, 2026
and Community Development (“HCD”) and Shelter Providers of Southern California, Inc. DBA HomeAid Orange County | Los Angeles (“HomeAid”) to subordinate the Housing Authority’s $1,656,947 loan to a $3,006,567 senior permanent loan from HCD for FX Residences (Agreement No. A-2026-089).

2. Authorize the Executive Director of the Housing Authority to execute a Lease Rider with HCD and HomeAid to induce / allow HCD to make a $3,006,567 senior permanent loan for FX Residences (Agreement No. A-2026-090). **END OF CONSENT CALENDAR**

HOUSING AUTHORITY MEMBER COMMENTS
MINUTES: None.

ADJOURNMENT – Adjourn the Housing Authority meeting.

MINUTES: Chair Amezcua adjourned the Housing Authority Special Meeting at 7:44 P.M.

Respectfully submitted:
__________________________
Jennifer L. Hall, CMC
Secretary
City Council 2 – 3 10/6/2026
Community Development Agency
www.santa-ana.gov/cd
Item # 3
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
October 6, 2026
TOPIC: Electronic Document Management System for the Housing Authority

AGENDA TITLE
Agreement with Naviant, LLC for an Electronic Document Management System for the Housing Authority (Specification No. 25-152A) (Non-General Fund)

RECOMMENDED ACTION
Authorize the Executive Director of the Housing Authority to execute an agreement with Naviant, LLC to provide an Electronic Document Management System for the Housing Authority in an amount not to exceed $367,762, for a three (3) year term beginning October 6, 2026 and expiring October 5, 2029, with the option for up to two (2) one-year extensions (Agreement No. A-2026-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Santa Ana Housing Authority (SAHA) is seeking to implement a secure, cloudbased Electronic Document Management System (EDMS) to support the administration of the Housing Choice Voucher program, including Project-Based Voucher and Special Purpose Voucher tenants. The primary goal is to transition from a paper-based environment to a digital, centralized repository that improves staff efficiency, strengthens compliance with U.S. Department of Housing and Urban Development (HUD) regulations, and enhances the integrity, security, and accessibility of tenant records over the long term. This includes real-time scanning and instant digital access of tenant files.

SAHA currently manages more than 3,167 Housing Choice Vouchers and maintains extensive tenant records in both physical and electronic formats, which creates operational challenges related to document retrieval, storage, and timely access during eligibility reviews, recertifications, inspections, and compliance activities. In addition, the Housing Authority has already undertaken a large-scale digitization effort for approximately 1,650 tenant files totaling about 732,600 images scanned through Iron Mountain, making it critical to procure a system capable of accurately importing, validating, organizing, and maintaining those electronic records in a manner that supports day-to-day program operations.

City Council 3 – 1 10/6/2026
Electronic Document Management System for the Housing Authority October 6, 2026

Toward this end, staff issued Request for Proposals (RFP) No. 25-152A on January 8, 2026 on the City’s online bid management and publication system. A summary of vendor participation and results is as follows:
912 Vendors notified
1 Santa Ana vendor notified
77 Vendors downloaded the RFP packet
12 Responsive proposals received
0 Responsive proposals received from Santa Ana vendors
Proposals were solicited from January 8, 2026 to February 10, 2026. Twelve (12) proposals were received by the RFP deadline and were determined to be responsive to the specifications and met the City's requirements. Bid validity was extended for the top four (4) proposals. An evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP.

The RFP required the selected contractor to provide a comprehensive EDMS tailored to the Housing Authority’s tenant-file environment, including robust search functionality, Optical Character Recognition and full-text indexing, role-based security and audit trails, direct scanning of new documents, bulk import of legacy files, post-migration validation, and ongoing training and support for at least three years. Proposals were evaluated on organization and completeness, qualifications and experience, key personnel, technical approach and methodology, and cost.

Following this procurement process, staff recommends awarding an Agreement to the highest-ranked firm, Naviant, LLC (Naviant). Founded in 1986, Naviant specializes in electronic document management, process improvement, and automation for public sector and other regulated organizations. The firm employs approximately 150 professionals, including personnel experienced in system implementation, data migration, training, and ongoing support. Its experience includes an enterprise-wide OnBase implementation for the Florida Department of Children and Families, involving the import, organization, validation, and secure management of large volumes of sensitive case records.

For the SAHA, Naviant proposes a customizable Hyland OnBase solution that is well suited to the Housing Authority’s electronic document management needs and can be configured to support the Housing Authority’s tenant file structure, workflows, security roles, and records management requirements. Naviant proposes a dedicated team of approximately five to seven staff during data migration and system launch.

Based on Naviant’s demonstrated experience, proposed implementation approach, and the flexibility of its solution to meet the SAHA’s operational needs, staff recommends awarding an Agreement to Naviant.

City Council 3 – 2 10/6/2026
Electronic Document Management System for the Housing Authority October 6, 2026

Proposed Agreement with Naviant
The proposed Agreement requires Naviant to provide, configure, implement, maintain, and support a cloud-based EDMS tailored to the Housing Authority’s tenant records (Exhibit 1). Services include importing approximately 1,650 existing tenant files, validating their completeness and placement, and providing a post-migration audit report. The system will support direct scanning, searchable document text, automated indexing, document retention, role-based access controls, encryption, and comprehensive audit trails. Naviant will also provide hands-on training for staff and system administrators, user reference materials, and ongoing technical support and system maintenance for at least three years following implementation.

The Agreement provides for an initial three-year term beginning October 6, 2026 and ending October 5, 2029, with the option for up to two (2) one-year extensions. Total compensation shall not exceed $367,762 over the entire Agreement term, including both extensions. The initial three-year cost is $257,800, consisting of $107,800 in onetime professional services for project management, system design and configuration, existing-file conversion, testing, training, and implementation support, plus an annual hosted software subscription of $50,000. Renewal pricing adjustments are subject to the requirements in Exhibit B of the Agreement, including advance written notice, the applicable Consumer Price Index limitation, and City review and approval.

FISCAL IMPACT
A proposed carryover from FY 2025-26 will be presented for City Council consideration to FY 2026-27 and it includes $107,800 of one-time professional service fees related to set-up and implementation, plus the annual hosted software subscription fee of $50,000. Subsequent funding and the renewal options, if exercised, will be budgeted in future fiscal years for expenditure as shown in the table below.

Fiscal Year Accounting
Unit
Account Unit
Description Account Account Description Amount
Contract (3-Year Term)
FY 2026/27 14018760 Housing AuthorityVouchers Adm 62300 Contract Services – Professional $107,800.00
FY 2026/27 14018760 Housing AuthorityVouchers Adm 66511 Computer
Software
Subscription
$50,000.00
FY 2027/28 14018760 Housing AuthorityVouchers Adm 66511 Computer
Software
Subscription
$50,000.00
FY 2028/29 14018760 Housing AuthorityVouchers Adm 66511 Computer
Software
Subscription
$50,000.00
City Council 3 – 3 10/6/2026
Electronic Document Management System for the Housing Authority October 6, 2026

Optional Two, 1-Year Extensions
FY 2029/30 14018760 Housing AuthorityVouchers Adm 66511 Computer
Software
Subscription
$53,250.00
FY 2030/31 14018760 Housing AuthorityVouchers Adm 66511 Computer
Software
Subscription
$56,712.00
TOTAL $367,762.00

EXHIBIT(S)

1. Agreement with Naviant, LLC
Submitted By: Sylvia Vazquez, Deputy City Manager/Acting Executive Director for Community Development Agency
Approved By: Alvaro Nuñez, City Manager
City Council 3 – 4 10/6/2026

AGREEMENT FOR ELECTRONIC DOCUMENT

MANAGEMENT SYSTEM BETWEEN NAVIANT, LLC

AND THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this 6th day of October, 2026 by and between Naviant, LLC, Contractor Housing Authority of the City of Santa Ana, a public body, Housing Authority of the City of Santa Ana shall be
Authority

RECITALS
A. On January 8, 2026, the Authority issued a Request for Proposal No. 25- which it sought a contractor for an electronic document management system. The RFP is incorporated herewith as if set forth in full.

B. Contractor submitted a responsive proposal that was selected by the Authority. Contractor represents that Contractor is able and willing to provide services described in the scope of work that was included in the RFP to the Authority.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. Authority agrees to pay, and Contractor agrees to accept as total payment for its services for Authority, the rates and charges identified in Compensation - Exhibit B.

The total amount to be expended during the entire term of this Agreement, including any extensions, shall not exceed $367,762.
b. Payment by Authority shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to Authority accounting procedures. Authority and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers.

Contractor agrees to execute the Authority
Authorization and provide required documentation. Upon verification of the data EXHIBIT 1
City Council 3 – 5 10/6/2026

provided, the Authority will be authorized to deposit payments directly into Contractor
which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Authority.

3. TERM
This Agreement shall commence on , 2026 for a three (3) year term with the option for the Authority to grant up to two (2) one-year extensions, exercisable by a writing by the City Manager/Executive Director and the City Attorney/General Counsel, unless terminated earlier in accordance with Section 17, below.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., e
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the Authority, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for Authority to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor Contractor
shall require all subcontractors to agree in writing that Authority is granted a non-exclusive and EXHIBIT 1
City Council 3 – 6 10/6/2026

perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the Authority. Authority shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Authority

7. INSURANCE
Insurance requirements attached hereto as Insurance Requirements - Exhibit C.

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the Authority, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Authority, including fees and costs for special counsel to be selected by the Authority, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Authority may make all reasonable decisions with respect to its representation in any legal proceeding.

Notwithstanding the foregoing, to the extent Contractor services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the Authority, its officers, agents, representatives, letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the Authority pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to EXHIBIT 1
City Council 3 – 7 10/6/2026

the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the Authority for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the Authority to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

11. CONFIDENTIALITY
If Contractor receives from the Authority information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the Authority.

12. CERTIFICATIONS
The funds used to pay for this Agreement will be partly comprised of federal grant funds.

Contractor agrees and understands that it will comply with the terms of the Certifications attached collectively hereto as Exhibit D, incorporated by reference into this Agreement. Contractor is referenced as in Exhibit D. Contractor
shall keep itself informed of all Authority, State and Federal laws and regulations which may, in any manner, affect the performance of it services pursuant to this Agreement. Contractor shall at all times, observe and comply with all such laws and regulations. Authority and its officers and employees shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph.

13. CONFLICT OF INTEREST CLAUSE
a. The Contractor or subrecipient must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts. No employee, officer, agent, or board member with a real or apparent conflict of interest may participate in the selection, award, or administration of a contract supported by the Federal award. A conflict of interest includes when the employee, officer, agent, or board member, any member of their EXHIBIT 1
City Council 3 – 8 10/6/2026

immediate family, their partner, or an organization that employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from an entity considered for a contract. An employee, officer, agent, and board member of the Contractor or subrecipient may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors. However, the Contractor or subrecipient may set standards for situations where the financial interest is not substantial or a gift is an unsolicited item of nominal value. The Contractor's or subrecipient's standards of conduct must also provide for disciplinary actions to be applied for violations by its employees, officers, agents, or board members. b. If the Contractor or subrecipient has a parent, affiliate, or subsidiary organization that is not a State, local government, or Indian Tribe, the Contractor or subrecipient must also maintain written standards of conduct covering organizational conflicts of interest.

Organizational conflicts of interest mean that because of relationships with a parent company, affiliate, or subsidiary organization, the Contractor or subrecipient is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.
c. Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
d. No immediate family members of either the Mayor, City Council Member, Authority Member or any appointed City Official, including appointed board and commission Authority shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. e. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution
f. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement.

The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the Authority. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.
g. Contractor covenants that none of its directors, officers, employees, or agents shall EXHIBIT 1
City Council 3 – 9 10/6/2026

participate in selecting or administrating any subcontract supported (in whole or in part) by Authority funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (d) and (e) above.

14. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

15. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the Authority and Contractor, and supersedes any and all other agreements, oral or written, between the parties.

In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Authority and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the Authority. 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 is not embodied herein.

16. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Authority f the services which are the subject to this Agreement performed by Authority personnel or by other Contractors retained by Authority.

17. TERMINATION
This Agreement may be terminated by the Authority upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the Authority shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the Authority all work product(s) completed as of such date, and in such EXHIBIT 1
City Council 3 – 10 10/6/2026

case such work product shall be the property of the Authority unless prohibited by law, and Contractor consents to the Authority's use thereof for such purposes as the Authority deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

18. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

19. 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 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, in connection with or by reason of this Agreement.

20. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the Authority immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

21. FEDERAL REGULATIONS
Naviant LLC shall comply with all applicable contractual provisions required by the United States Office of Management and Budget (OMB), as set for the in 2 CRF Part 200, whether or not expressly set forth in this document, including but not limited to those provisions set forth below.

Notwithstanding, anything to the contrary herein, including without limitation , the language in this Agreement, the actual language contained in federal statutes, federal regulations, federally promulgated materials and state statutes, shall control in determining any obligations under federal law in the event of a conflict with any terms, language or provisions contained in this Agreement.

Naviant LLC shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause Authority to be in violation of the federal terms and conditions. a. Federal Regulations Contractor must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 180 of the Code of Federal Regulations.

EXHIBIT 1
City Council 3 – 11 10/6/2026

b. Debarment and Suspension As required by Executive Orders 12549 and 12689, and 2 CFR §200.214 and codified in 2 CFR Part 200, Contractor must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government.
c. Audit Records With respect to all matters covered by this agreement all records shall be made available for audit and inspection by Authority, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana/Authority. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Contractor shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Contractor shall make said documents, papers and records available to Authority and the agency from which Authority received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Contractor, upon request during usual working hours.
d. Reports Contractor shall provide to Authority all records and information requested by Authority for inclusion in quarterly reports and such other reports or records as Authority may be required to provide to the agency from which Authority received grant funds or other persons or agencies.
e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Contractor agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors.
f. Americans with Disabilities Act of 1990 (ADA) Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act".
h. No Lobbying Contractor will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in EXHIBIT 1
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connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement.
i. Non-Discrimination and Equal Opportunity Contractor will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to Authority which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, Contractor will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375.
j. Equal Employment Opportunity Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable.
k. Public Contracts Code Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable.
l. - Contractor will comply, and all its contractors (or subrecipients) will comply, with all require - 40 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. m. David-Bacon Act Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. n. Work Hours and Safety Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
o. Clean Air Act

1. The Contractor agrees to comply with all applicable standards, orders or regulations EXHIBIT 1
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issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. The Contractor agrees to report each violation to Authority and understands and agrees that the Authority will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. p. Energy and Conservation Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable.
q. Waste Disposal Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. r. Patent Rights Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable.
s. Copyright Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and Authority reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or Authority purpose:
(1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through th Authority
rights identified above must be conveyed to the publisher and the language of the t. Equal Employment in Construction Contracts Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin.

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Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive EXHIBIT 1
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Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.
u. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment Contractor will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.216. Contractor will comply with FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunications Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

As described in Public Law 115-232, section 889, covered telecommunications equipment:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

(3) Telecommunications or video surveillance services produced by such entities or using such equipment.
(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. v. Domestic Preferences for Procurements/Subcontracts Contractor will comply, and all its EXHIBIT 1
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contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.322.

Contractor shall comply with the federal and recipient standards in the award of any subcontracts.

For purposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third party agreements, consultant service contracts and construction subcontracts.

Contractor shall ensure that the terms of this Agreement with the Authority are incorporated into all Subcontractor Agreements. The Contractor shall submit all Subcontractor Agreements to the Authority for review prior to the release of any funds to the subcontractor. The Contractor shall withhold funds to any subcontractor agency that fails to comply with the terms and conditions of this Agreement and their respective Subcontractor Agreement. (1) Recovered Materials
Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or at a reasonable price.

Information about this requirement, along with the list of EPA-designated items, is https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.

The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.
(2) Domestic Preference for Procurements
Contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products.

For purposes of this clause:

Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

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w. Termination for Cause and Convenience Should Contractor fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the Authority reserves the right to terminate the Agreement, reserving all rights under state and federal law.
x. Contractual/Legal Remedies for Breach of Contract Should Contractor fail for any reason to comply with the contractual obligations of this Agreement and/or willfully, knowingly or negligently breach any term, condition or requirement of the agreement, Authority may impose sanctions including but not limited to damages (liquidated damages and or penalties) and /or any other remedy available pursuant to the Agreement of the laws then in effect.

22. 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 Authority:

City Clerk/Recording Secretary
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
With courtesy copies to:

Executive Director/ Secretary
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

Vince Hanson
Vice President
Naviant, LLC
201 Prairie Heights Drive
Verona, WI 53593

A party may change its address by giving 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) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and EXHIBIT 1
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addressed as set forth above. If sent by fax, 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 shall be excluded.

23. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Authority fully, including reasonable costs and Authority in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
JENNIFER L. HALL SYLVIA VAZQUEZ
Recording Secretary Acting Secretary/Acting Executive Director/ Deputy City Manager
APPROVED AS TO FORM: CONTRACTOR:

SONIA R. CARVALHO
General Counsel
By:

Andrea N. Garcia By:

Sr. Assistant Counsel Title:

EXHIBIT 1
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EXHIBIT A

SCOPE OF SERVICES
EXHIBIT 1
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CITY OF SANTA ANA
Electronic Document Management System for Housing Authority The Housing Authority of the City of Santa Ana (SAHA) is seeking proposals from interested and qualified firms (Proposers) experienced in providing an Electronic Document Management System (EDMS) tailored specifically for the management of SAHA’s Housing Choice Voucher (HCV) program tenant files, including Project Based Voucher and Special Purpose Voucher tenants. The project aims to eliminate dependence on physical paper files by shifting core tenant-related documentation processes to a secure, accessible digital environment. This includes enabling real-time scanning and instant management of new tenant files and integrating bulk imports of previously digitized records from an external hard drive. The selected solution must preserve the integrity and organization of SAHA’s tenant data, optimize workflow efficiency, and support compliance with HUD and other applicable requirements throughout the transition to paperless operations.

The selected EDMS shall create, store, manage, and track electronic documents and images of paper-based documents within a single software platform. The system will serve as a centralized document repository so that authorized Housing Authority users can locate, update and review documents easily and efficiently. The Contractor shall provide, implement, maintain, and support a comprehensive, cloud-based EDMS tailored to the management of HCV program tenant files. The EDMS must deliver a comprehensive, paperless workflow for all tenant-related documentation and must be able to successfully and efficiently import approximately 732,000 scanned pages for 1,650 existing physical tenant files using a specific user-defined e-file naming convention, allowing digital access to the existing tenant records.

1. Record Management Capabilities
The EDMS must support management of both digital and hard-copy documents (via scanning) through the full document life cycle, including:
a) Creation
b) Identification
c) Receipt
d) Maintenance
e) Storage
f) Retrieval
g) Disposal

2. Search and Retrieval
Easy-to-use search functions
The EDMS must provide simple, intuitive search capabilities that enable users to quickly find the documents and tenant records they need without extensive training.

Tenant search and access
The EDMS must allow users to:
a) Access tenant files directly and perform detailed searches using first name, last name, or any data field within the tenant record.
b) Run quick searches of document text, fields, names, and annotations across the entire repository or within a selected folder.

EXHIBIT 1 –

SCOPE OF SERVICES
City of Santa Ana RFP No. 25-152A Page 13 of 40
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CITY OF SANTA ANA
c) Use advanced search options (e.g., document creation date, user who checked out a document, other metadata).
d) Locate specific words or phrases within a document text, metadata, annotations, and entry names.

Once a tenant record is located, a single click must take users directly to the tenant profile and provide immediate access to associated documents, minimizing navigation time.

Searchable text / OCR
The EDMS must generate searchable text on scanned and electronic documents using optical character recognition (OCR) and full-text indexing.

3. File Types and Document Handling
Compatibility with different file types
The EDMS must allow users to upload, store, and manage documents in a range of formats, including at minimum: PDF, TIFF, PNG, JPG, and Microsoft Word.

Simple document filing and viewer
The EDMS must:
a) Allow documents to be captured through scanning, uploading, or browsing to an existing file. b) Support importing documents via scanning and via drag-and-drop from a Windows drive or similar environment.
c) Enable editing using criteria such as a user-defined e-file naming convention, date, and other metadata to support retrieval.
d) Display documents in an interactive viewer that allows users to select pages and apply annotations (e.g., highlights, text notes, simple calculations).
e) Allow documents and selections to be printed or exported directly from the viewer. f) Support duplication of existing filing structures where appropriate. g) Provide thumbnail previews to assist in navigating multipage documents.

4. Security, Permissions, and Auditability
Customizable security features and access permissions
The EDMS must include robust security features, including but not limited to:
a) Role-based and/or group permissions on folders and documents. b) Ability to restrict access to specific folders and files so that only authorized users or roles may view or modify them.
c) Password protection and secure authentication mechanisms. d) Support for multi-factor or two-factor authentication.

Document history and version control
The EDMS should include document history and version control capabilities to allow users to view prior versions and, when authorized, revert to an earlier version of a document.

Audit trails
The EDMS must maintain comprehensive audit logs showing, at a minimum, who accessed, viewed, modified, or deleted records and when such actions occurred.

Number of licenses/access points
20-30 licenses are expected to be needed to accommodate Santa Ana Housing Authority staff. This number may be subject to change.

City of Santa Ana RFP No. 25-152A Page 14 of 40
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CITY OF SANTA ANA

5. Collaboration Features
The EDMS must support collaboration by allowing:
a) Multiple authorized users to view, add, and where appropriate, work in the same document in close succession or in real time, subject to configured permissions and check-in/out controls. b) Tracking of user actions sufficient to know who performed which changes. c) Ability for users to add comments, tag colleagues, and manage feedback and amendments within the system.

6. System Implementation
The Contractor shall:
a) Deliver and configure a cloud-based EDMS optimized for HCV program management with browserbased access for all authorized users. b) Support role-based access control, encryption, and audit trails sufficient to ensure confidentiality and regulatory compliance.
c) Specify user licensing options with preference for annual or multi-year subscription models offering flexibility for staff changes or program expansion.

7. Seamless Integration of Existing Data Files
The EDMS must:
a) Provide bulk import capabilities for approximately 1,650 tenant files totaling about 732,000 scanned pages (e.g., PDFs/TIFFs and associated index/metadata files) produced by Iron Mountain or a comparable vendor.
b) Ensure automated and accurate mapping, indexing, and validation of legacy files using OCR and metadata tools to link documents to the correct tenant records, minimizing manual correction. c) Include a post-migration audit report to verify the completeness and accuracy of imported files and their mapping to tenant records.

8. Direct Scanning and Digital Document Creation
The EDMS must:
a) Enable staff to scan new paper documents (e.g., intake, recertification, notices) directly into the appropriate tenant folders, supporting near real-time updates and management. b) Support creation, modification, and organization of new documents (e.g., forms, letters) within the platform, or through seamless integration with common office productivity tools.

9. Integration Capabilities
Integration with MRI’s PHA Pro housing software (optional but preferred) The EDMS may provide full or partial integration with MRI’s PHA Pro system to allow secure data exchange and coordinated access to tenant and document data across both platforms. Proposers offering such integration should describe the degree of integration (e.g., bi-directional, one-way, API-based, filebased), supported data elements, and any additional licensing or services required.

Electronic signature integration (optional but preferred) The EDMS may integrate with DocuSign or a similar certified e-signature platform to support secure, legally compliant electronic signing of leases, contracts, and tenant communications. If offered, the EDMS should ensure that completed e-signed documents are automatically stored in the appropriate tenant records.

10. Automated Indexing and Archiving
The EDMS must
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CITY OF SANTA ANA
a) Provide tools for automated indexing, tenant case matching, document categorization, and secure archiving.
b) Ensure that electronic files are correctly linked to the appropriate tenant case records, minimizing manual intervention.
c) Support configuration of document categories and retention rules consistent with SAHA’s records management requirements and applicable regulations.

11. Email and Digital Communication
The EDMS should:
a) Enable secure emailing or sharing of documents directly from the system, with appropriate tracking, logging, and automatic archiving of sent documents for compliance purposes. b) Provide configurable notifications and alerts to staff (and, if applicable, tenants) regarding new files, forms, or pending actions, where this supports SAHA’s business processes.

12. Accessibility, Compliance, and Hosting
The EDMS must:
a) Support compliance with HUD requirements, Section 504 of the Rehabilitation Act, the Americans with Disabilities Act (ADA), and applicable WCAG 2.1 accessibility standards for staff-facing and any tenant-facing interfaces.
b) Implement role-based access controls, data encryption (in transit and at rest), and comprehensive audit trails to ensure confidentiality and regulatory compliance. c) Provide secure cloud hosting with robust backup and disaster recovery capabilities, including frequent backups and defined recovery time objectives appropriate to SAHA’s operational needs. d) Provide remote access for authorized staff, consistent with SAHA’s security policies.

13. Training and Ongoing Support
The Contractor shall:
a) Deliver comprehensive, hands-on training for all user groups, including staff users and system administrators. Training shall address day-to-day use, document handling, search and retrieval, security practices, and accessibility considerations.
b) Provide user guides and/or online help resources suitable for ongoing reference. c) Offer ongoing technical support and system maintenance for at least three (3) years following implementation, including timely resolution of issues, routine updates, and assistance with configuration adjustments as SAHA’s needs evolve.

14. Custom Form and Template Management (optional)
The EDMS may include a form builder and template management capability that allows SAHA to create, edit, and reuse standard forms for tenant services and internal processes. Proposers offering this functionality should describe available features and any related licensing implications.

City of Santa Ana RFP No. 25-152A Page 16 of 40
EXHIBIT 1
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EXHIBIT B

COMPENSATION
Fee Proposal including hourly rates if applicable
EXHIBIT 1
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City of Santa Ana Electronic Document Management System for the Housing Authority 10 February 2026 Naviant, LLC - Confidential 16

COST PROPOSAL
Naviant is pleased to present a fixed-rate fee with clearly defined pricing to enable direct comparison and evaluation, including a payment schedule where applicable. All proposed fees are inclusive of all costs required to deliver the services. Our proposal remains valid for a minimum of 180 days, pricing remains firm for the full initial agreement term, and any future pricing adjustments for renewal periods are submitted in writing at least 90 days in advance and do not exceed the applicable CPI w and approval.

Cost Proposal
Hosted Software Subscription
Year 1: $ 50,000.00
Year 2: $ 50,000.00
Year 3: $ 50,000.00
One-Time Professional Services
Project Management $ 21,027.28
Discovery & Design $ 9,639.22
Installation $ 5,508.13
Configuration $ 15,009.65
Workflow Configuration $ 18,865.34
Back File Conversion $ 15,422.76
Testing & User Training $ 8,537.60
Technical Training $ 3,600.00
Go-Live & Support $ 10,190.04
Total Professional Services $ 107,800.00
Total Core Solution $ 157,800.00
Optional Components
Family Self Sufficiency CMS
Professional Services $ 40,520.00
Intelligent Document Processing
Software Subscription $ 19,600.00
- ABBYY Capture up to 350,000 pages
Professional Services $ 60,080.00
Total Intelligent Document Processing $ 79,680.00
Integration to DocuSign eSignature for Forms, Contracts and Processes Professional Services $ 35,160.00
Total Integration to DocuSign eSignature for Forms Contracts and Processes $ 35,160.00 EXHIBIT 1
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EXHIBIT C

INSURANCE REQUIREMENTS
EXHIBIT 1
City Council 3 – 27 10/6/2026
Contractor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, damages to property (including computer equipment), theft, or other misuse of Authority property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, or employees.

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 ty damage, bodily injury and
personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate.

2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto, with limits no less than $1,000,000 combined single limits.

3. Cyber Liability (CL): Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

4. (WC): As required by the State of California, with statutory limits, and employee, for
bodily injury or disease.

If Contractor maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Authority requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Authority.

Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following provisions:

1. The Authority, Authority Members, City of Santa Ana, its City Council, their officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Contractor and AL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. Contractor tion against the Authority,
Authority Members, City of Santa Ana, its City Council, their officers, officials, employees, agents, EXHIBIT 1
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and volunteers for losses paid under the terms of Contractor which arise from work performed by Contractor under this Agreement.

3. For any claims related to this contract, Contractor
insurance maintained by the Authority, its Authority Members, and City of Santa Ana, its City Council, their officers, officials, employees, agents, or volunteers shall not contribute with it.

4. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor r suit is

5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to Authority. Ten (10) days prior written notice shall be provided to Authority for policy cancellation or non-renewal due to non-payment of premium.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention:

Executive Director, Housing Authority, 2 Civic Center Plaza, M-27, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by Authority. Authority may require Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

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

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

1. The retroactive date must be shown and must be before the date of the contract.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.

3. 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, Contractor coverage for a minimum of three (3) years after completion of work.

Verification of Coverage
Contractor shall furnish Authority with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive Contractor Authority reserves the right to require complete, certified EXHIBIT 1
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copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein.

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

Failure to Maintain Insurance Coverage
If Contractor, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Authority, at its sole option, may terminate this Agreement at any time and obtain damages from Contractor resulting from said breach.

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EXHIBIT D

CERTIFICATIONS
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