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AGR-2467.1 - F C ORANGE ASSOCIATES LLC - FIRST AMENDMENT TO AFFORDABLE HOUSING AGREEMENT FOR THE KNOLLS APARTMENTSR-a 7• i FIRST AMENDMENT TO AFFORDABLE HOUSING AGREEMENT by and between CITY OF ORANGE Successor in Interest to ORANGE REDEVELOPMENT AGENCY) and FC ORANGE ASSOCIATES LP, a Delaware limited partnership formerly F.C. ORANGE ASSOCIATES LLC,a California limited liability company and formerly F.C. ORANGE ASSOCIATES L.P., a California limited partnership) Developer) , This FIRST AMENDMENT TO AFFORDABLE HOUSING AGREEMENT ("First Amendment")is entered into as of this day of 2020,by and among the CITY OF ORANGE, a municipal corporation ("City"), and FC ORANGE ASSOCIATES LP, a Delaware limited partnership, formerly F.C. ORANGE ASSOCIATES LLC, a California limited liability company, and also formerly F.C. ORANGE ASSOCIATES, L.P., a California limited partnership ("Developer")with reference to the following: PART 1: CONSENT TO SALE OF MEMBERSHIP INTERESTS OF PARTY TO AFFORDABLE HOUSING AGREEMENT A. Recitals. 1. City's predecessor in interest (the Orange Redevelopment Agency), Developer and FC Orange, Inc. entered into an Affordable Housing Agreement, Agreement No. 2467, dated September 13, 1995 ("Original Agreement"), attached hereto as Exhibit "A" and incorporated herein; and 2. FOREST CITY ASSUMED LOANS I HOLDINGS LLC, a Delaware limited liability company, and FCPM, Inc., a Maryland corporation (together the "Seller"), the members of Oracle-Wetmore Co., LLC, a Delaware limited liability company ("Oracle"), have agreed to sell their membership interest in Oracle to FFAH V THE KNOLLS LLC, a Delaware limited liability company, BLDG KNOLLS MANAGER LLC, a Delaware limited liability company and BLDG KNOLLS LLC,a Delaware limited liability company(together the"Buyer"). 3. Oracle owns 100% of the membership interests in FC Orange Associates Member, LLC, which owns 100% of the membership interests of Developer. Concurrently with such sale, FC Orange Associates Member, LLC will be dissolved so that Oracle will own 100% of the interests of Developer. Also concurrently with such sale or prior thereto, it is anticipated that Developer will be converted from a limited liability company to a limited partnership, as is set forth in the introductory paragraph. Finally, Buyer shall be admitted as partners of Developer and shall cause the transfer of Oracle's interest in Developer to BLDG Knolls LLC and Oracle shall be dissolved; and 4. City has reviewed the experience, qualifications and identity of Buyer and finds it acceptable and capable of carrying out the purpose of the Original Agreement; and 5. Buyer now requests City to formally consent to the sale of the membership interests in Oracle to Buyer, the conversion of Developer to a limited partnership, the transfer of the interests in Developer to Buyer, and the dissolution of Oracle. B. Consent. City hereby consents to the sale of the membership interests from Seller to Buyer concurrently herewith, the conversion of Developer from a limited liability company to a limited partnership, the transfer of the interests in Developer to Buyer and the dissolution of Oracle. 1 PART 2: AMENDMENT OF AFFORDABLE HOUSING AGREEMENT A. In the Original Agreement, all references to"Agency"shall hereafter be deemed to refer to"City," and all references to "Forest City" shall be deemed to refer to"Buyer." B. The first sentence of Section 1.5(a) of the Original Agreement, "Subject of Agreement—Developer," is hereby amended to read as follows: The principal address of Developer for purposes of this Agreement is: FC Orange Associates LP c/o BLDG Knolls LLC 139 S. Beverly Drive, Suite 309 Beverly Hills, CA 90212" Developer shall promptly provide City with the name and address of any other person or entity to whom any notices shall be sent by City. C. Section 3.2 of the Original Agreement, "Acquisition—Taxes and Assessments,"is hereby amended in its entirety to read as follows: 3.2. Taxes and Assessments a) Developer shall not place, or allow to be placed, on the Property or any portion thereof, any mortgage, trust deed, encumbrance or lien not authorized by this Agreement. Developer shall remove, or shall have removed, any levy or attachment made on the Property (or any portion thereo fl, or shall assure the satisfaction thereof within a reasonable time but in any event prior to a tax sale or foreclosure of the Property. The covenants of Developer set forth in this Section 3.2 relating to the placement of any unauthorized mortgage, trust deed, encumbrance or lien, shall remain in effect until the issuance of the Certificate of Completion. b) D;eveloper shall pay wken and as due any real estate taxes and assessments assessed and levied on or against the Property which are levied, assessed or imposed for any period after the Closing. Nothing contained herein shall be deemed to prohibit Developer from contesting the validity or amount of any tax assessment, encumbrance or lien, nor to limit the remedies available to Developer in respect thereto. Notwithstanding any provision to the contrary contained in this Agreement,Developer and any successor may apply for and receive a California Property Tax Welfare Abatement contingent upon compliance with the rules and regulations set forth under the California Property Tax Welfare Abatement program. c) Developer shall pay to City an annual fee of Thirty Thousand Dollars and 00/100 ($30,000.00), commencing upon the date on which the First Amendment is executed. Said amount shall increase annually by Two Percent (2%) 2 beginning on the first anniversary date of the execution of the First Amendment. Said annual payment to City shall continue until the earlier to occur of the termination of the Original Agreement as amended herein, or until the Project no longer maintains its affordability requirements. d) Developer shall commit the amount of Seven Hundred Fifteen Thousand Dollars and 00/100 ($715,000.00), to be spent by December 31, 2022, for the purpose of deferred maintenance,capital improvements and added common area amenities that will enhance the quality of living for tenants of the Project. In addition, Developer will partner with the Foundation for Affordable Housing ("FFAH") to develop and offer afterschool and social programs to tenants of the Project. These improvements and programs shall be detailed in a separate letter agreement, approved by Developer and the City Manager on behalf of City. e) Developer shall dedicate to City, by no later than December 31, 2021, that portion of its property adjacent to the exit for City's Grijalva Park in an amount sufficient for City to install a right turn lane. Said property to be dedicated shall be substantially as set forth in Exhibit "B" to the First Amendment to Affordable Housing Agreement." D. The first sentence of Section 5.6 of the Original Agreement, "Use of the Property Management of Project," is hereby amended to read as follows: Developer,or an affiliated entity,shall manage and operate the Project in accordance with its Management Plan and in a manner that is comparable to or better than other affordable multifamily rental housing developments of similar size." E. This First Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this First Amendment and the terms and provisions of the Original Agreement, the tertns and provisions of this First Amendment shall control and govern the rights and obligations of the parties. F. All terms of this First Amendment shall be binding upon,inure to the benefit of and be enforceable by, the parties hereto and their respective legal representatives, successors and assigns. G. The parties hereto agree to reasonably cooperate with each other to execute any other documents necessary to effectuate the intent of this First Amendment. Remainder of page intentionally left blank; signatures on next page] 3 IN WITNESS of this First Amendment to Affordable Housing Agreement, the parties enter into this Amendment as of the year and day first above written. DEVELOPER" CITY" FC ORANGE ASSOCIATES LP, CITY OF ORANGE, a municipal corporation a Delaware limited partnership (formerly F.C. ORANGE ASSOCIATES LLC, a California limited liability company and formerly F.C. ORANGE ASSOCIATES L.P., a California limited partnership) By: By: w Printed Name: Mark A. Murphy, Mayor Title: By: TEST: Printed Name: Title: Pamela Coleman, City Clerk APPROVED AS TO FORM: Mary E. ' ing, Sr. A t. C ty Attorney 4 IN WITNESS of this First Amendment to Affordable Housing Agreement, the parties enter into this Amendment as of the year and day first above written. DEVELOPER" CITY" FC ORANGE ASSOCIATES LP, CITY OF ORANGE,a municipal corporation a Delaware limited partnership By. /By: Printed Name: Mark A.Murphy,Mayor Title: By: ATTEST: Printed Name: Title: Pamela Coleman,City Clerk APPROVED AS TO FORM: Gary A. Sheatz,City Attorney 4 IN WITNESS of this First Amendment to Affordable Housing Agreement, the parties enter into this Amendment as of the year and day first above written. DEVELOPER" CITY" FC ORANGE ASSOCIATES LP, CITY OF ORANGE,a municipal corporation a Delaware limited partnership By: By: Printed Name: Matthew Ellis Mark A.Murphy,Mayor Title:Manager of BLDG Partners,LLC,sole member of BLDG Knolls Manager LLC,Its Co-General Partner By: jily Gr,{/'au . ATTEST: Printed Name: Deborrah A.Willard Title:President of Foundation for Affordable Housing V, Inc.,sole member of FFAH V The Knolls,LLC, Its Managing General Partner Pamela Coleman,City Clerk APPROVED AS TO•FORM: Gary A. Sheatz,City Attorney 4 State of Oregon Notarial Certificate(ORS Oh,194,280,194,286) i Acknowledgment in an Individual CapacW State of OREGON County of Whites This record vas acknowledged before me on(date) 20 21 by name(s))ofmdividual(s) DeborrahA.Willard Ili Notary Publk State of Oregon Official Stamp r ,. orrsraur, p;"` NOTAR PU ICCREpQNcr9d0111$SbNidO,Q8 lVs Mroo ssax oECQElaar Document Description 1Ns certificate is attached to page —of a title or type of document),dated 20 ,consisting of pages. ACKNOWLEDGEMENT 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 b{itt;rtl(4 County of i=tv9y t a, On t, S6t, l Z a V 1'2', 207't, before me, 'OiU1 i16 6 11 .O4ifi L4 insert nam and tie of officer] personally appeared kitt: %A) (t`7 who roved to me on the basis of satisfactory evidence to be the person(s)whose name(s) st subscribed to the within instrument and acknowledged to me that hl hefthey executed the same inCti y-be aeii°authorized capacity(ies), and that by _ iae4their 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. a JOANNE C.CASTANEDA Notary Public.California WITNESS my hand and official seal. s-.4;_a Los Angeles County Commission#2333290 My Comm.Expires Oct 7,2024 Signature (;,.)' [-/ LL'L( ,. (1/14(ote "g G NOTARY SEAL] EXHIBIT "A" ORIGINAL AGREEMENT AFFORDABLE HOUSING AGREEMENT with Attachments 1-10) C'- i AFFORDABLE HOUBING AGREEMENT By and Hetween ORAPIaE REDEVELOPMENT AGENCY, Aqency") . and F. C. ORANGE, INC., Deveioper") Pertaininq to the Financinq and Rehabilitation of the 260-unit villa Santiago Apartntents in the City of Oranqe, Calffornia org\vs\agmt.5 8-22-95 TABLE OF CONTENTS Fa e ARTICLE 1. SUBJECT OF AGREEMENT . . . . . . . . . . . . . 2 1. 1 Def initions . . . . . . . . . . . . . . . . . . . . 2 1.2 Purpose of Aareement . . . . . . . . . . . . . . . 7 1. 3 Farties to the Agreement . . . . . . . . . . . . . 7 1.4 The Agency . . . . . . . . . . . . . . . . . . 7 1.5 Develoner . . . . . . . . . . . . . 8 1. 6 Prohibitian Aqainst Assianments and Change in Ownership, Manaqement and Control of Develot er . . . . . . . . . . . . . . . . . . 8 1.7 No Encumbrances Excent the Senior Encumbrances . . . . . . . . . . . . . . . .10 ARTICLE 2 . FINANCING . . . . . . . . . . . . . . . . .10 2. 1 Project Budget . . . . . . . . . . . . . . . . .10 2.2 The Bonds . . . . . . . . . . . . . . . . . . . .11 2 . 3 Aaencv Funds . . . . . . . . . . . . . . . . . . 11 2.4 Developer's Eauity . . . . . . . . . . . . . . . 12 2 .5 Disbursement of Financina Proceeds . . . . . . . . 13 ARTICLE 3 . ACQUISITION 14 3 . 1 9bliaation to Acauire the Property . . . . . . .14 3 .2 Taxes and Assessments . . . . . . . . . . . . .14 3 , 3 Zonina of the Property . . . . . . . . . . . . 15 3 .4 Condition of the Prouertv: Hazardous Substances . . 15 3 . 5 Conditions Precedent to Closina . . . . . . . . . . 16 3 . 6 Recardation . . . . . . . . . . . . . . . . . .17 3 .7 Use of Propertv After Closinq . . . . . . . . . .17 3 .8 Relocat on . . . . . . . . . . . . . . . . . . .17 ARTICLE 4 . REHABILITATION . . . . . . . . . . . . . .19 4 . 1 Obligation to Rehabilitate the Property . . . . .19 4.2 Rehabil]ation Cantract . . . . . . . . . . . . .19 4.3 Rehabilitation Plans . . . . . . . . . . . . . . . 19 4.4 Rehabilitation of the Propertv . . . . . . . . . . 20 4.5 Cost of Rehabilitation . . . . . . . . . . . . . . 21 4 .6 Schedule of Performance . . . . . . . . . . . . 21 4 .7 Indemnification durinq Construction; Bodilv Injury and Propertv Damacte Insurance . . . . . . . . . . . 21 4.8 Nondiscrimi}ation . . . . . . . . . . . . . . . .22 4.9 Local. State and Federal Laws . . . . . . . . . .23 4 . 10 City and Other Governmental Agencv Permits . . . . 23 4. 11 ,g,ts. of Access . . . . . . . . . . . . . . . . . 23 4 . 12 Certificate of Completion . . . . . . . . . . . . . 23 4 . 13 Disclaimer of ResAonsibility . . . . . . . . . . . 24 4. 14 Siqns and Publicity . . . . . . . . . . . . . . . . 25 ARTICLE 5. USE OF THE PROPERTY . . . . . . . . . . . . . 25 5.1 Uses. . . . . . . . . . . . . . . . . . . . . . . . 25 org vs\agmt.5 i_ 8-22-95 Paae 5.2 Housinq for Low-Income Persons. . . . . . . . . 25 5. 3 Maintenance of the Pro ert . . 25 5. 4 Obl ' ation to Refrain from D'scrimination. . . . • 25 5. 5 Form of Nondiscrimination and Nonseqregation Clauses. . . . . . . . . . . . . . . . . . .2 6 5.6 Mana ement of Pro 'ect . . . . . . . . . . . . . . 27 5.7 Effect and Duration of Covenants . . . . . . 27 5.8 Effect of Violati n of the Terms and•Provisions of• this Aareement. . . . . . . . . . 27 5.9 Acrreement Containina Covenants• 5ubordination to Senior Encumbrances. . . . . . . . . . . . . . . . 28 ARTICLE 6. DEFAULTS, REMEDIES AND TERMINATION . . . . . . 29 6.1 Defaults - Genera . . . . . . . . . . . . . . . . 29 6. 2 e al Actions. . . . . . . . . . . . . . . . . . 29 6.3 Institutian of Legal Actions . . . . . . . . . 29 6.4 A licable L w . . . . . . . . . . . . . . . . 29 6. 5 Acceptance of Service of Process . . . . . . . 29 6.6 Riqhts and temedies are Cumulative . . . . . . . . 30 6.7 Damages . . . . . . . . . . . . . . . . . . . . . . 3 0 6.8 S ecific Performance . . . . . . . . . . . . . . . 30 6.9 Remedies and Ricrhts of Termination . . . . . . . . 30 6. 10 Termin tion b Develo er . . . . . . . . . . . 30 6. 11 Termination b enc . . . . . . . . . . . 31 ARTICLE 7 GENERAL PROVISIONS . . . . . . . . . . . . 32 7. 1 Notices Demands nd Communicatians Between the Parties . . . . . . . . . . . . . . . . . . . . 32 7.2 Conflict of Interests . . . . . . . 32 7.3 Warranty Against Pavment of Consideratian for Agreement . . . . . . . . 3 2 7.4 Nonliabi.lity of Agency Officials and Employees . . 32 7.5 Enforced Dela Force Ma 'eure : Extension of Time of Perfarmance . . . . . . . . . . . . . . 32 7.6 Inspection af Books, and Records . . . . . . . . . . 33 7. 7 Approvals . . . . . . . . . . . . . . . . . . . . . 33 7.8 Attornevs Fees . . . . . . . . . . . . . . . . . 34 7.9 Construction and tar retation of.A reement . . . 39 ARTICLE 8. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS . . . 35 ARTICLE 9. TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY . . 35 org\vs\agmt.5 11—8-22-45 ATTACHMENTS ATTACHMENT NO. 1 Legal Descriptivn of the Property ATTACHMENT NO. 2 Schedule of Performance ATTACHMENT NO. 3 Scope of Rehabilitation ATTACHMENT NO. 4 Agreement Containing Covenants ATTACHMENT NO. 5 Project Budget ATTACHMENT NO. 6 Conditions Precedent to Closinq ATTACHMENT NO. 7 Agency Promissory Nate ATTACHMENT NO. 8 Agency Deed of Trust ATTACHMENT NO. 9 Form of Assignment and Assumgtion Agreement ATTACHMENT NO. 1Q -Form of Guaranty Agreement org\vs\agmi.5 111— 8-22-95 AFFORDABLE HOUSING AGREEMENT THE ORANGE REDEVELOPMENT AGENCY, a public body, carporate and politic, (herein called the "Agency") and F. C. ORP.I3GE, INC. , a California corporation (herein called "Developer") , hereby agree as follows: Recitals A. The Developer has entered into an agreement for the purchase of a 260-unit apartment community located on 17 acres in the City of Orange, known as the Villa Santiago Apartments, 11841 Prospect Avenue {the "Property"} . B. The Praperty is currently improved with 77 two-story buildings 15 duplexes 18 triplexes and 44 fourplexes) containing 260 apartment units and related improvements, and is in need of rehabilitatian and redevelopment. C. The parties mutually desire to redevelop and improve the Property by providing for the acquisition, rehabilitation and use of the Property, as more p articularly set forth in. this Agreement, below. D. Pursuant to the Community Redevelapment Law of the State of California, Sections 33000 et seq• af the California Health and Safety Code (the "Redevelopment Law") , not less than 20 of the tax increment derived from redevelopment projects must be set aside into a Low and Moderate Income Housing Fund and used to increaser improve or preserve affordable housing for persons and families of low and moderate income. In accordance with the Redevelopment Law, the Agency has set aside funds from the Tustin Street Redevelopment Project, the Southwest Redevelopment Project and the Northwest Redevelopment Project (the "Redevelopment Projects") , far the purpose of increasing, improving or preserving affardable housing in the City af Oranqe (the "Affordable Housing Funds"j . E. The City of Orange has adopted an affordable housing plan, with the objective of increasing and improving the stock of affordable housing within the City. One major priority of such plan is to preserve existing housing stock through rehabilitation. The Agency is authorized to administer the use of the Affordable Housing Funds for this purpose. Now, therefore, in consideration of their mutual promises set forth herein, the Agency and Developer hereby agree as follows: org\vs\agmt.5 1_ 8-22-95 ARTICLE 1. SUBJECT OF AGREEMENT 1. 1 Definitions For purposes of this Agreement, the following capitalized terms shall have the following meanings: Acquisition Cost" sha13 mean the total cost to Developer to clase escrow and obtain title to the Property, including the purchase price, recordinq, broker, escrow and title fees, as pravided in the Project Budqet. Affordable Rent shali have the meaning ascribed tv such term in Section 50053 of the California Health and Safety Code, as it may be amended from time to time. Agencv" shall mean the orange Redevelopment Agency, a public body, corporate and politic. Agencv Deed of Trust" shall mean a subordinate Deed of Trust, security Agreement and Fixture Filing (With Assignment of Rents) , securing the perfarmance of Developer's obligatians to the Agency, substantially in the form of the instrument attached hereto as Attachment No. S. Aqency Funds" shall mean the portion of the Sources consisting of the Aqency Grant and the Agency Laan. Aaency Grant" shall mean that portion of the Agency Funds other than the Agency Loan, equal to the sum of $3,750,000, to be paid to F. C. orange, Inc. , as a grant, to be used to pay a portion of the Project Costs in accordance with this Agreement. Aaenay Loan" shal7, mean that portion of the Agency Funds for the Project equal to $3 ,750, 000, to be used ta pay a ortion af the Project Costs in accordance with this Agreement. Actency Promissory Note" shall mean the promissory note evidencing the Agency Loan, substantialiy in the form of the instrument attached hereto as Attachment No. 7. Aareement Containinq Covenants" shall mean an agreement substantially in the form of the document attached hereto as Attachment No. 4. Bonds" shall mean the bonds to be issued by the City of range for the Project, as described more fully in Section 2.2 of this Agreement. Bond Proceeds" shall mean the net funds derived from the issuance of the Bonds available to repay the Construction Loan. org\vs\agmt.5 2_ 8•22-95 Certificate of Completion" shall mean the certificate to be issued by the Agency upon completion of the Rehabilitation, as provided in Section 4. 12 of this Agreement. Citv" shall mean the City of Orange, state of California. Closina" shall mean the point in time when the Bonds are issued by the City, the Construction Loan is made and Developer closes escrow to acquire the Property. Communitv Redevelopment Law" shall mean Division 24 , Part 1 of the Health and Safety Code of the State of California, beginningatSection33000. Co struction Lender" shall mean Union Bank or another financial institution that is reasonably acceptable to the Agency, that will make the Construction Loan. Const uction Loan" shall mean a loan to be made at the Closing by the Construction Lender to Developer to pay a part of the Project Costs, to be repaid following completian and lease-up, with the Bond Proceeds. Credit Enhancament" shall mean the Washington Capital Permanent Loan Commitment and Fannie Mae Martgage Backed Security/Delegated Underwriting and Servicinq Bond Credit Enhancement, or other similar financing mechanism, providinq for the commitment of the FNMA, ta be issued at the Closing to provide security for and facilitate the issuance of the Bonds. Developer" shall mean F. C. Oranqe, Inc. , a wholly-owned subsidiary of Forest City Residential Development, Inc. , an ohio corporation, and its successors and assigns as permitted by this Agreement. Develo er's E uit ' shall mean that portion of the Sources to be used to pay Project Costs that is to be provided by Developer from funds other than the Bond Praceeds or the Agency Funds, as described in Section 2.4 of this Agreement. Disbursement and Intercreditor Agreement" shall mean a subordination agreement or any other aqreement among the Agency, Developer and Construction Lender relating to the disbursement of the Agency Funds, the Developer's Equity and the Construction Loan, the respective rights of the Agency and the Construction Lender, and such other matters as the Aqency, the Developer and the Construction Lender may deem necessary or appropriate, consistent with this Agreement and in form and substance reasonably acceptable to the Executive Director. Executive Director" shall mean the Agency Executive Director at the time, or the Executive Director's designee. org\vs\agmt.5 3_8-22-95 FNMA" or "Fannie Mae shall mean the Federal National Mortgaqe Association. Force Majeure" or "Force Maieure Event" shall have the meaning set forth in Section 7 . 5 of this Agreement. Forest Citv Entity" shall mean any corporation that is a wholly-owned subsidiary of Forest City Enterprises. Guarantv" sha13 mean the Guaranty Agreement by Forest City Enterprises, Inc. , an Ohio corporation, for the benefit of the Agency, substantially in the form attached hereto as Attachment No. l0; provided that such Guaranty Agreement guarantees the completion of construction of the improvements on the Property in accordance with the approved Plans (describad in Section 4 . 3 of this Agreement) , and the obligations of the Developer to pay Relocation Costs as provided in Section 3 .8 of this Agreement. Hazardous Substances" shall have the meaning set forth in Section 3 .4 (b) af this Agreement. Law Income" or " ower Income" shall mean for purposes of this Agreemertt, a total househald income that does not exceed sixty percent (60 5) of the area median income, as published from time to time by the U.S. Department of Housing and Urban Development or the California. Department of Housing and Community Development, or , their respective successor agencies. Permitted Transfer" means any of the fallowing: a) a conveyance of a security interest in the Property or Project to a Senior Lender, to secure a 5enior Ldan, or the conveyance of title to the Property or Project in connection with a foreclosure or a deed in lieu of foreclosure of such laan; b) (1) Subject ta subparagraph (b) (2) , below, a conveyance of the Property or Project to a limited partnership in which Developer or any other Forest Ci ty Entity is the controlling and managinq general partner, or a sale back from such partnership to such general partner, or the substitution of such qeneral partner as directed by the investor limited partner in accordance with the terms of the Developer s partnership agreement. 2) Notwithstanding any pr4vision to the contrary contained herein, any event described in subparagraph (b) (1) shall not be deemed to be a Permitted Transfer unless the Executive Director or designee reasonably determines, which determination shall not be unreasonably withheld, that Developer, Forest City Properties Corporation or another Forest City entity remains, or the limited partner providing any portion of the Developer's Equity or such limited partner's designee) , or any other entity reasonably acceptable to the Agency's Executive Director (which org\vs\agmt.5 4_ 8-22-95 shall not be unreasonably withheld) becomes, the controlling and managing general partner of the Deveioper. c) The conveyance of security interests in the Property and the Project ta FNMA in connection with the issuance of the Bonds. d) Any other refinancing that repays a Senior Loan referred to herein as a "Take-out Loan") , if the Agency Executive Director reasonably determines (which determination shall not be unreasonably withheld) that the resulting loan-ta-value ratio will not exceed 90 (including the Take-out Loan and the Agency Loan) , and the repayment terms of the Take-out Loan do not materially impair the Developer's ability to repay the Agency Laan. e) The leasing for accupancy af all or any part of the Property or Project. f) The inclusian of equity participation by Developer by transfer of or addition of limited or general partners to the Developer or similar mechanism. Proiect shall mean the 260-unit apartment community located on the Property, to be rehabilitated and operated as provided in this Aqreement. Proiect Budaet" shall mean the document attached to this " Agreement as Attachment No. 5, as it may be amended from time to time as provided in Section 2 . 1 af this Agreement. Proiect Costs" shall mean the full cost to acquire the Property, pay ail required Relocation Costs and camplete the Rehabilitation, as provided in the Project Budget. Pro erty" shall mean the real property that is specifically described in the Legal Description which is attached hereto as Attachment No. 1. Redevelopment Plans" shall mean the redevelopment plans for the following redevelopment projects in the City of Orange: the Tustin Street Redevelopment Project, adopted by the City Council of the City of Orange on December 6, 1983 by Ordinance No. 49-83, as amended on June 21, 1988 by Ordinance No. 20-88; the Southwest Redevelopment Project, adopted by the City Council of the City of range on November 20, 1984 by Ordinance No. 37-84, as amended on July 15, 1986 by Ordinance No. 20-86 and on March 5, 1988 b.y Ordinance Na. 24-88; and the Northwest Redevelapment Project, adopted by the City of Orange on June 28, 1988 by Ordinance Na. 22- 88; and any further amendments thereto. org\vs\agmt.5 5_8-22-95 Rehabilitation" shall mean the work of improvement to be performed on the Property in accordance with the Scope of Rehabilitation, attached hereto as Attachment No. 3 . Rehabilitation Casts" shall mean the cost of completing the Rehabilitation. Relocation Costs" shall mean the cost of relocating occupants from the Propert r as the result of the Rehabilitation, in accardance with all applicable laws and requirements. Restricted Period" shall mean the longest feasible time, but not less than 55 years. Schedule of Performance" shall mean the document attached hereto as Attachment No. 2 . Scope of Rehabilitation" shall mean the document attached hereto as Attachment No. 3. Senior Encumbrance" shall mean any mortgage, deed of trust and other similar security instrument granting a security interest in the Property and the Project in cennection with any of the Senior Loans, and any regulatory agreement or other similar instrument required as a condition of the issuance of the Bands or the syndication of Low Income Housing Tax Credits, to which the Agency Deed of Trust and the Agreement Containing Covenants are subordinate in accordance with Sections 2.3 and 5. 10, respectively. Senior Lender" shall mean the Construction Lender, the trustee for the Bond holders, FNMA or other issuer of Credit Enhancement for the Project, and the holder of any other Senior Encumbrance. Senior Loan" shall mean and ir clude the Hond Proceeds, the Construction Loan, any reimbursement obligation to FNMA or any ather entity providing Credit Enhancement, and any other construction or permanent loan secured by a Senior Encumbrance, the proceeds of which are used to pay Project Costs other than such costs paid with the Agency Funds and Developer's Equity, or to refinance any priar financing of such Projec't Costs. sources" shall mean, collectively, the sources of financing to pay all Project Costs, including the Agency Funds, the Senior Loan and the Developer's Equity. Units" shall mean the 260 apartment units to be operated by Developer on the Property. Washington Capital" shall mean Washington Capital DUs, Inc. org\vs\agmt.5 6,_ 8-22-95 1. 2 Purpose of Aqreement a) The purpose of this Agreement is to assist the Developer, by providing part of the funds needed far the acquisition of the Property, reloc tion of its occupants and rehabilitation of the Project and the existing buildings and improvements located thereon, in order to provide housing for persons and families of Law Income. The Rehabilitation of the Property pursuant to this Agreement, and the fulfillment generally of this Agreement are in the vital and best interest of the City of orange and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state, and local laws and requirements. b) This Agreement is in furtherance of the City's goal . to develop viable urban communities by providing decent housing and a suitable living environment and expanding economic opportunities for low income persons, by extending and strengthening partnerships among all levels of government and the private sector in the production and operation of affordable housing. c} This Agreement is also in furtherance of the inclusionary housinq provisions of the California Community Redevelapment Law (Subdivision (b) (2) of Section 33413 of the California Health and Safety Code) , pursuant to which at least 15 percent of all new or substantially rehabilitated dwelling units developed within a redevelopment project area by enti ies other than the Agency, is required to be available at affordable housing cost to persons and families of low or moderate income. Section 33413 (b) (2) (A) (ii) provides that to satisfy the provisions of Section 33413 (b) (2) , the Agency may cause to be available, at affordable housing cost, two units outside a redevelopment project area for each unit that otherwise would have ta be available inside a project area. Pursuant to Section 5.9 of this Agreement, Developer shall record long-term a£fordability covenants against the Property, requiring that the 260 Units be used exclusively as housing for Low Income households at Affordable Rent, and meeting the inclusionary housing requirement to the extent of 130 units of housing. 1.3 Parties ta the Actreement 1.4 The Agencv The Aqency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California (California Health and Safety Code § 33000 et seg) . The principal office of the Agency is located at 300 East Chapman Avenue, Orange, California 92666-1591. "Agency" as used in this Agreement includes the Orange Redevelapment Agency and any assignee of or successor to its rights, powers and responsibilities. org\vs\agmt,5 8-22-95 1.5 Developer a) The principal address of Developer for purposes of this Agreement is 949 South Hope Street, Los Angeles, California 90015-0010. A copy of any notice to the Developer (which copy shall not constitute notice ta the Developer) shall also be giveh to Bret H. Reed, Esq. , A Law Corporation, 1300 Dove Street, Suite 200, Newport Beach, California 92660. "Developer" as used in this Agreement includes the Developer as of the date hereof, and any assignee of or successor to its rights, powers and responsibilities permitted by this Agreement. b)The parties ac}cnowledge and agree that Developer intends and shall have the right to assign its interests in this Agreement and the Praject to a yet-to-be-formed limited partnership in which Developer will be the controlling and managing general partner. To facilitate such assignment, on or prior td the Closing, Agency, Developer and the proposed assignee shall execute an Assignment and Assumption Agr_eement, substantially in the form attached to this Agreement as Attachment No. 9. c} In addition, concurrently with the Closing, Developer shall cause Forest City Enterprises, Inc. , an Ohio corporation, to execute and deliver to the Agency the Guaranty. 1. 6 Prohibition Ac}ainst Assignments and Chanqe in Ownership. Manacrement and Control of Developer a) The Developer represents and agrees that its undertakings pursuant to this Agreement are for the purpose of acquiring the Property, performing the Rehabilitation and using the Property for housing as pravided in this Agreement. The Developer further recognizes that the qualifications and identity of the Developer, and its principals, are of particular concern to the community and the Agency, in view of: i) the importance of providing affordable housing on the Property to the general welfare of the community; ii} the public funds and other assistance that have been made available by law and by the Agency for the purpose of making such affordable housing possible; iii) the fact that Developer has substantial experience and special expertise in the area of muJ.tifamily housinq development and aperations; and iv) the fact that a change in ownership, management or control of the Developer or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership, management or control of the Developer or the degree thereof, is for practical purposes a org\vs\agmt.5 8_ 8-22-95 r transfer or dispositian of the property then owned by the Developer. b) The Developer further recognizes that it is because of such qualifications and identity that the Agency is entering into this Agreement with the beveloper and is makinq the Agency Loan. No voluntary or invoiuntary successor in interest of the Developer shall acquire any rights or gowers under this Agreement except as expressly set forth herein. c) Except for a Permitted Transfer, or as otherwise specifically permitted by this Agreement, Developer shall not assign all or any part of its interest in the Project and/or the Property, or any part thereof or interest therein, or its interest in this Agreement or any right or obligation herein, or enter into an agreement to do any of the foregoing, or accomplish any of the foregoing indirectly by changes in the ownership, management or contral of Developer, without the prior written approval of the Agency, which approval shall not be unreasonably withheld or conditioned. This prohibition shall not be deemed to prevent the granting of easements or permits ta facilitate Rehabilitation of the Project pursuant to ARTICLE 4 , to prohibit or restrict the renting for occupancy of the Units, or to prohibit Permitted Transf ers. d) Without the prior written approval of the Executive Director, there shall be na material and adverse change in the management of the Developer, or with respect to the identity of the parties in control of the Developer or the degree thereof, by any method or means (other than routine and periodic changes in board membership and staffing, or as otherwise approved by the Executive Director) . Notwithstanding the foregoing, Developer shall not be in default af this paragraph (d) so long as Developer remains owned and contrclled by any Forest City Entity. e) The Developer shall promptly ndtify the Executive Director of any and all material and adverse changes in management or control of Developer, of which it or any of its officers have heen notified or otherwise have knowledge or information. f) If, in violation af this Section 1. 6, thera is a significant material and adverse change in the ownership, management or control of DeveZoper, or an assignment by Developer, which is not approved by the Executive Director, the Agency may take such reasonable action as the Agency may c3eem appropriate to ensure that the purposes of this Agreement will be carried aut, includinq without limiting the generality of the foregoing, termi::ai.ing this Agreement and exercising any rights set forth in this Agreement. g) The restrictions of this Section 1.6 shall terminate upon issuance of the Certificate of Completion. Any restrictians org\vslagmt.5 9_ 8-22-95 on transfers of the Site or chenges in the Developer thereafter shall be contained in the Agreement containing Covenants and the Agency Deed of Trust. - 1.7. No Encumbrances Except the Senior Encumbrances Notwithstanding Sectian 1. 6, Developer is authorized to provide such security interests in the Property and the Project and to execute and enter into such security instruments and regulatory agreements as may be reguired in connection wzth the issuance of the Bonds, the closing of the Construction Loan, the FNMA Credit Enhancement, and the Law Income Housinq Tax Credit syndication, all as contemplated by the parties. No other liens or encumbrances are permitted to be recorded against the Property and the Project, except as may be reasonable and customary in the rehabilitation and operation of multifamily housing similar to the Project. The restrictions of this Section 1.7 shall terminate upon issuance of the Certificate af Completion. Any restrictions on encumbrances thereafter shall be contained zn the Agreement Containing Covenants and the Agency Deed of Trust. ARTICLE 2 . FINANCING 2. 1. Proiect Budget The parties anticipate the sources and uses of funds for the acquisition of the Property, relocation of the occupants therefrom and rehabilitation of the Project to be as set forth in the Praject Budget which is attached hereto as Attachment No. 5, and incorporated herein by this reference. As provided in the Project Budget, the parties anticipate that the funds needed to pay all Project Costs will derive from the fallowing Sources: a) a Construction Laan to be made by the Construction Lender, to be repaid upon comple ion and lease-up of the Project by the Bond Proceeds; b) the Agency Funds; and c) Developer Equity, all or a part of which is to be obtained or reimbursed ta Develaper by the syndication sale of Low Income Housing Tax Credits. The parties shall take all reasonable and necessary steps to facilitate the proposed financing for the Project. Prior to the Closing, Developer shall update, as necessary, and submit to the Agency far approval any proposed chanqes to the Project Budget so that it encompasses all of the Praject Costs and demonstrates to the satisfaction of the Executive Director that the combined proceeds of the Sources will be sufficient ta pay all Project Costs. org\vs\agmt.5 1_8-22-95 2.2 . The Bonds. aj The Agency and Developer shall take all reasonabie and necessary steps to facilitate the issuance of the Bonds by the City. b) If, far any reason, the City does not issue the Bonds, the parties will cooperate in good faith to obtain other financing for the Project, consistent with the purpases and intents of this Agreement, and to make such amendments to this Aqreement as may be necessary to reflect the requirements of such other financing. c) In the event, by the date specified for the Closing in the Schedule of Performance, the Gity has not issued the Bonds or the Developer has not obtained alternative financing, sufficient, together with the Agency Funds and Developer's Equity, to pay all Project Co$ts, either party shall have the right to terminate this Agreement, as provided in Sections 6. 10 and 6. 11 hereof. d) The Agency shall not be obligated to pledge any of its praperties, funds or assets as security for the Bonds, or to make or guarantee any payments to the holders of the Bonds or any other party with respect to the Bonds or with respect to any Credit Enhancement provided by a lender in connection with the issuance of the Bonds. The Bonds are intended to be special, limited obligations of the City, secured exclusively by the Property and such other assets and property as may be described in the bond indenture and other documents which may be executed by the City in connection with the Bonds (the "Bond Documents") . 3 . Agency Funds a) In accordance with and subject to the terms and conditions of this Agreement, the Agency shall provide funds in the sum of Seven Million Five Hundred Thousand Dollars ($7,500,000) , consisting af $3 ,750,000 which constitutes the Agency Grant, and another $3, 750, 000 which canstitutes the Agency Loan. Concurrently with the Closing, the Agency, the Developer and the Construction Lender shall execute any Disbursement and Intercreditor Agreement which the parties may deem necessary or appropriate. The Agency Funds will pay that part of the Project Costs not otherwise paid with a Senior Loan or Developer's Equity. The Agency Funds shall be disbursed as provided in Section 2.5, belaw. The Agency's obligation to disburse the Agency Funds is conditioned upon each of the events described in Attachment No. 6 having occurred prior to the time for Closing set forth in the Schedule of Perfarmance. b) Agencv Grant. The Agency shall make a grant to .C. Orange, Inc. in the amount of $3 ,750, O a, to pay a portion of the Project Costs, as follows: (i) the sum of $2,500, 000 shall be arg\vslagmt.5 11_ 8-22-95 used by F. C. Orange, Inc. to purchase the land on which the Project is located; (ii) F. C. Orange, Inc. shall, concurrently with the close of escrow, lease the land to the limited partnership of which it is the qeneral partner which is to own and operate the Project; (iii) F.C. oranqe, Inc. , shall, concurrently with the disbursement of the Agency Grant to F. C. Orange, Inc. by the Agency, lend the remaining $1, 250,000 to the partnership, for use in paying such other Project Costs as may be approved by the Agency, F. C. Orange, Inc. and the limited partnership. The delineation of the Project Costs to be paid with the Agency Grant pursuant to this subdivisian (b) shall be subject to final appraval by the Rgency, F. C. Orange, Inc. , the partnership and the Construction Lender prior to the Closing. The Developer shall have no obligation to repay the Agency Grant. c) Aaency Loan: The Aqency Loan shall be in the amount of $3,750,000, and shall be used to pay Project Costs. The terms of the Agency Loan shall be those set forth in the Aqency Promissory Note, which is incorporated herein by this reference. The obligations of the Developer to repay the Agency Loan shall be non-recourse obligations, secured by the Agency Deed of Trust, which is incorporated herein by this reference. Concurrently with the Closing, Developer shall execute the Agency Deed of Trust in recordable form, and the Agency shall record the Agency Deed of Trust against title to the Property. Subject to Section 5.10(b) below, the Agency Deed of Trust shall be subordinate to any Senior Encumbrance. 5ubject to the ric}hts of holders of any Senior Encumbrance, the Agency shall have the right to foreclose on the Agency Deed of Trust in the event Developer fails to cure any Default, as provided in Article 6 hereof. 2.4. Developer's Equitv a) Concurrently with the execution af this Agreement, Developer has submitted to the Agency evidence reasonably acceptable to the Agency that Developer will have available, when needed, sufficient Developer's Equity to pay all Project Costs other than those to be paid with the Construction Loan and the Agency Funds, as set forth in the Project Budqet. b) At the time of the Closing, Developer shall provide, in cash, from saurces other than the Agency Funds and the Construction Loan, that portion of the Developer's Equity equal to 2, 500, 000 (the "Initiai Equity"} . When and as needed, Developer shall provide such additional Developer's Equity as may be needed to pay Project Costs. c} In addition to the Initial Equity, Developer hereby pledges to provide an additional $3 , 500,000 in Developer's Equity for payment of Project Costs, if needed (the "Pledged Equity"} . Subsequent to the Closing, Developer shall provide, in cash, as part of the Pledged Equity, such Developer's Equity as may be org\vs\agmt.5 12_ 8-22-95 required for payment of Relocation Costs, as set forth in Section 3 .8 hereof. d) Developer shall pay with Developer's Equity any Project Costs in excess of the combined amounts af• the proceeds of the Construction Loan and the Agency Funds. e} Agency shall reasonably cooperate with Developer to facilitate a syndication sale of Low Income Housing Tax Credits to provide or reimburse Developer far some or all of the Developer's Equity. 2.5. Disbursement of Financinq Proceeds. a) Pursuant to and subject to the terms and conditions of this Section 2. 5, the Disbursement and Intercreditor Agreement and the Construction Loan documents, the proceeds of the Construction Loan, Agency Funds and Initial Equity shall be paid out or deposited upon the Closing into various funds and accounts for payment af Project Costs. b) The manner in which Constructian Loan proceeds, the Agency Funds and Initial Equity shall be allocated to specific Project Costs shall be reasonably determined by the Agency Executive Director, the Develo er and the Construction Lender prior to the Closing. Subject to the reasonable approval of the Executive Director, the parties shall be subject to the procedures regardinq disbursement of financing proceeds set forth in the Canstruction Loan documents and the Disbursement and Intercreditor Agreement. c) 5ubject to the satisfactzon of all conditions precedent to Closing, the Agency shall disburse the Agency Funds for the payment of Project Costs. Unless otherwise agreed to by and among the Agency Executive Director, the Construction Lender and the Developer, the Aqency sha13 disburse the Agency Funds, at the Closing, as follows: (i) the Agency, on behalf of F. C. Orange, Inc. , shall deposit into escrow far the purchase of the Property that partion of the Agency Grant proceeds to be used to purchase the land; (ii) the balance af the Agency Grant praceeds shall be deposited, on behalf of F. C. Orange, Inc. , into such accounts and funds relating to the issuance of the Bonds or the Construction Loan as may be appropriate; (iii) that pQrtion of the Agency Loan proceeds to be used to pay Acquisition Costs shall be deposited, on behalf of the Developer, into escrow far the purchase of the Property;. and (iv) any remaining Agency Loan proceeds shall be deposited, on behalf of Developer, with the Construction Lender in such accounts and funds for payment of Project Costs as may be appropriate. d) Any portion of the Agency Funds to be applied against the purchase price for acquisition of the Property shall be org\vs\agmt.5 13- 8-22-95 aid by the Agency inta escrow when the Executive Director receives notice from the escrow aqent that all other conditions to the close of escrow (other than payment of the purchase price) have been satisfied. Any portion of the Agency Funds ta be used for Acquisition Costs'other than the purchase price may be disbursed by the Agency through escrow, to the parties entitled thereto, or to Developer, as the Executive Director and Developer may agree. Any portion of the Agency Funds to be used for other Project Costs shall be disbursed in a manner that is acceptable to the Construction Lender, the Developer and the Agency Executive Director. To facilitate this provisian, the Agency Executive Director is authorized to execute such escraw instructions and disbursement agreements as the Executive birector may deem necessary or appropriate. e) The Agency shall not be obligated to disburse the proceeds of the Agency Loan or the Agency Grant until the Aqency Executive Director determines, in his reasonable discretian, that all canditions set forth in Attachment No. 6 have been satisfied, or waives such conditions. ARTICLE 3 . ACQUISITION 3 . 1. Obligation to Acquire the Propertv Within the time provided therefor in the Schedule of Performance, Developer shall take all actions necessary to close escraw and acquire fee title to the Property. The Aqency acknowledges and agrees that the parties intend for F. C. Orange, Inc. to acquire fee title to the land and lease the land to the limited partnership of which F. C. Orange, Inc. is the general partner, and ta which this Agreement is to be assigned pursuant to the Assignment and Assumptian Agreement attached hereto as Attachment No. 9. 3 . 2 . Taxes and Assessments Developer shall pay when and as dne (and shall not apply for any deferral or exemption of) any real estate taxes and assessments assessed and levied on or against the Property which are levied, assessed or imposed for any period after the Closing. The Developer shall not place, or allow to be placed, on the Property or any p rtion thereof, any m4rtgage, trust deed, encumbrance or lien not authorized by this Agreement. The Developer shall remove, or shall have removed, any levy or attachment made on the Property or any portion thereof) , or shall assure the satisfaction thereof within a reasonable time but in any event prior to a tax sale or foreclosure af the Property. Nothing herein contained shall be deemed ta prahibit the Develaper from contesting the validity or amount of any tax assessment, encumbrance or lien, nor to limit the remedies available t4 the Develaper in respect thereto. The crg vs\agmt.5 4_8-22-95 covenants of the Developer set forth in this Section 3 .2 relatingtothepZacementofanyunauthorizedmortgage, trust deed, encumbrance or lien, sha31 remain in effect until the issuance of the Certificate of Completion. 3 . 3 . Zoning of the Praperty Developer shall be responsible for ensuring that the use of the Property for the purposes described in this Aqreement complies with the zoning and other City land use regulations applicable to the Property at the time of Closing sa as to assure that Developer is able to proceed with the Rehabilitation and provision of affordable housing in accordance with the provisions of this Agreement. 3.4. Condition of t e Pro ert • Hazardo s Substances a) The Agency makes no representation or warranty, express or implied reqarding the Property as to the condition af the soil ar water, its geology, or the presence of known or unknown faults. The Agency makes no representation or warranty, express or implied regarding the condition of the improvements currently existing on the Property. It shall be the sole responsibility of the Develaper, at the Developer's expense, to investigate and determine the soil and water condition of the Property, the conditions of the improvements, and the suitability of the Property and the improvements far the Project. If the soil or water conditians of the Property, or the conditions of the impravements, or any part thereaf, are not _in all respects entirely suitable for the use or uses to which the Property and the improvements will be put, then it is the sole responsibility and obligation of the Developer to take such action as may be necessary ta place the Property and the soil and water conditions thereof, and the zmprovements thereon, in all respects in a condition entirely suitable for the development of the Property as provided in this Agreement. b) Developer agrees to perform and be solely responsible far the clean-up of any hazardous substances on, in, under ar within the Property, at the sole cost, risk and expense of Developer. For purposes of this Agreement, the term "hazardous substances" shall include, without limitation, any flammable explosives, radioactive materials, asbestos, polychlorinated biphenyls, chemicals known to cause cancer ar repraductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials of any kind. c) After taking title to the Praperty, the Developer shall defend, indemnify and hold harmless the Aqency and its officers, agents, employees, contractors and attorneys from any claims, liability, injury, damages, costs and expenses (includinq, without limiting the generality of the foregoing, the cast of any org\vs\agmt.5 15—8-22-95 required clean-up of hazardous substances, and the cost of attorneys' fees) which may be sustained as the result of the presence ar clean-up of hazardous substances on, in, ar under the Property. d) Developer shall remove and/or otherwise remedy any hazardous substances and soil and water contamination on, in, under and/or within the Property if (ij Developer caused such hazardous substances or contamination to come on to the Property, or (ii) Developer is required to da so by applicable law and implementing rules and regulations. Any such removal or remediation shall comply with all applicable laws and implementing rules. e) The Developer agrees that the Agency, and its consultants and agents, shall have the right (but not the obligatian) to enter upon the Property at any time to monitar compliance with this Section 3 .4. The Agency hereby indemnifies and holds the Developer harmless for any injury or damages arising out of any such entry upon the Property pursuant to this paragraph (e) . Nothing herein (including without limitation the Agency's right to inspect) shall be construed to make the Agency or its officers, employees, contractors and agents liable for the responsibilities under this section. f) Developer agrees that far the Restricted Period, Developer shall use the Property in such a manner so that: i) To the actual knowledge of Developer, the Froperty will not be in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Property, including, but not limited to soil and groundwater conditions; ii) Neither Developer, nor ta the actual knowledge of Developer, any third party, will use, generate, manufacture, refine, produce, process, store or dispose of, on, under or about the Property, or transport to or from the Property, any Hazardous Substances, except as such may be consistent with the customary construction, use and operation of property similar to the Improvements to be developed on the Property pursuant to this Agreement. 3. 5. Canditions Precedent to Closina. The canditions precedent to the Closing are those set forth in Attachment No. 6, attached hereto and incorporated herein by this reference. On or before the date established in the Schedule of Performance, the Develq}er shall satisfy the conditions described in Attachment No. 6 and complete the Closing. org\vs\agmt.S 6_ 8-22-95 3 .6. Recordation. Concurrently with the Closing, Develaper shall cause the recordation of the Agreement Containing Covenants, substantial y in the form of the instrument attached hereto as Attachment No. 4, and the Agency Deed of Trust, substantially in the form of the instrument attached hereto as Attachment No. 8 . 3 . 7. Use of Propertv after Closinq Followinq the Closing, Developer shall be responsible for the maintenance and security of the Property, and shall manage the Property in a reasonable and prudent manner. 3.8. Relocat'on a) The parties acknowledge that Agency has contracted with Pacific Relocatian Consultants to prepare a relacation plan for the Project, which shall be subject to the approval of the Agency and Developer (the "Relocation Plan") , which approval shall not be unreasonably withheld. b) After taking title to the Property, Devaloper shall cooperate with Agency to promptly relocate all occupants af the Property as necessary for the Rehabilitation, in accordance with all applicable relocation laws and requirements and the Relocation Plan. c) The Agency shall provide all appropriate technical assistance to Developer in cdnnection with the relocation of occupants from the Property. In addition, the Agency shall pay, from any of the Canstruction Loan, Developer Equity or the Agency Funds (and as pravided in subdivision (e} , belowj , all Relocation Costs required by law. To facilitate this provision, at the Closing, Developer shall cause to be degasited into an account to be he2d by the Construction Lender (the "Relocation Account") , from any of the Sources, the initial sum of $3, 125,000 (or such other sum as set forth in the final Relocation Plan approved by the Agency and Developer) , which represents the current estimate of the portion of Relocation Costs to be paid duririg the first eighteen months following the Closing. Subsequent to the C3osing, Developer shall deposit into the Relocation Account, from Developer's Equity, such additional funds as may be necessary to pay Relocation Costs. Such deposits shall be made by Developer, without the requirement of any further notice, within one hundred fifty (150) days prior to the time provided for such Relocation payments to be made in the approved Relocation Plan. Failure to make such depasit when and in the amount required shall be a default under this Agreement. The obligation to make such additional payments shall be an obligation that is specifically guaranteed by Forest City Entarprises, Inc. , in the Guaranty. Notwithstanding any provision of this Agreement to the contrary, the obligation described in this subdivision (c) org\vs\agmt.5 l_ 8-22-95 to deposit such additianal funds into the Relocation Account and make relocation payments following the completion of the Rehabilitation of the Project shall survive the issuance of the Certificate of Completion. The terms of withdrawing the funds in the Relocation Account for payment af Relocation Costs shall be subject to the approval of the Agency Executive Director. Agency shall have the right to draw on the Relocation Account as necessary to pay all Relocatian Costs. Upon the determination by the Agency Executive Director that all Reiocation Costs have been paid, any amount remaining on deposit in the Relocatian Account shall be released to Developer. d) Except as otherwise provided in subdivision (e) , below, Develaper sha11 be resporisible for the cost af paying all required Relocation Costs, as provid d in this Section 3 .8, and shall defend, indemnify and hold harmless the Agency and its officers, employees, aqents, contractors and attorneys from any claims, liabilities, injury, damages, costs and expenses including, without limiting the generality of the foregoing, attorneys' fees) relating to the payment of Relocation Costs, which may be sustained as the direct result of the relocation of any person from the Property. Except as provided below, in the event of any action ar praceeding in connection with a claim or demand for relocation assistance directly resulting .from the Project, Developer sttall have the right and responsibility to assume the defense of any such action, all at Developer's own cost (as a project expense) and by counsel selected by Developer and approved by the Agency (which approval shall not be unreasonably withheld, but which shall be withheld in the event the Agency reasonably determines that such counsel cannot represent the interests of the Agency as the result of any conflict of interest) . e) The parties have budgeted the sum of approximately 4, 500,000 for payment of Relocation Costs, based on their current estimate of an amount that they believe will exceed the actual amount that will be needed to pay all Relocation Costs. In the event actual Relocation Costs exceed $4, 500, 000, Developer and Agency shall each be responsible for fifty percent (50) of the amount by which actual Relocation Costs exceed $4, 500, 000. To facilitate this provision, if, at any time, the Agancy determines that actual Relocatian Costs will exceed $4, 500,000, Agency shall provide written notice to Developer, indicating the additional amount to be provided by Developer. Agency and beveloper shall each promptly deposit into the Relocation Account an amount equal ta fifty percent (50) of the amount by which actual Relocation Costs will exceed $4 ,500, 000. org vs\agmt.5 1 S— 8-22-95 ARTICLE 4 . REHABILITATION 4 . 1. Obliaation to Rehabilitate the Property Developer agrees ta rehabilitate the Praject in accordance with and within the limitations established in the Scope of Rehabilitation, which is attached to this Agreement as Attachment No. 3 , and incorporated herein by this rePerence. At the Closing, Developer shall deliver to the Agency the Guaranty, executed by Forest City Enterprises, Inc. , guaranteeing completion of construction of the Project and payment of Relocation Costs, as provided in this Agreement. 4.2. Re abilitation Contract a) Unless the provisions of subdivisian (b) of this Section 4.2 apply, not later than the Closing, Developer shall submit evidence to the Agency that it has obtained a constructian contract (the "Rehabilitation Contract") with a licensed general contractor, providing for: (i} the timely completion of the Rehabilitation in accordance with and as required by this Agresment and the approved final plans, for an amount that is in accordance with the Project Budget; (ii the withholding of such retention amounts as is customary; and (iii) if required by the Construction Lender, performance and payment bonds, guaranteeing the timely c mpletion of the Rehabilitation in accordance with the Project Budget. b) As an alternative to the requirements set forth in subdivision (a) of this Section 4.2, in the event the Devel4per, through Forest City California Residential Development, Inc. , is to perform the responsibilities af the general contractor, Developer shall submit evidence to the Agency that it has obtained all of the major subcontracts needed for the Rehabilitation, with licensed subcontractors who are qualified and experienced in multifamily housing construction in California, providing far: (i) the timely completion of the Rehabilitation in accordance with and as required by this Agreement and the approved final plans, for an amount that is in accordance with the Project Budget; (ii) the withholding of such retention amounts as is customary; and (iii) if required by the Construction Lender, performance and payment bonds, guaranteeing the timely completion of the Rehabilitation in accordance with the Project Budget. 4 .3. Rehabilitation Plans a)Subject to the terms of this Agreement, the Executive Directflr or designee shall have the right of review including without limitation architectural review) of all rehabilitation and construction plans and drawings submitted to the City in connection with the issuance of permits for the Rehabilitation, including any proposed changes therein. org\vs\agmt.5 g_8-22-95 b) Prior to the Closing, Developer shall cause ta be prepared and shall submit to the Executive Director all construction drawinqs and related documents needed for permits for the Rehabilitation {collectively called the "Plans") . The Plans may be submitted concurrently to the Executive Director and to the City Building Department, as requzred for the issuance of Permits. The Plans shall be consistent with the Developer's Scope of Rehabilitatinn. c) If any revisions or corrections of Plans shall be required by any government official, aqency, department or bureau having jurisdiction over the development of the Property, Developer and the Executive Director shall cooperate in efforts to obtain waiver of such requirements or to develop a mutually acceptable alternative. d) If Developer desires to make any changes not in substantial conformance with the approved Plans, such proposed change shall be submitted to the Executive Oirector for approval, which approval shall not be unreasonably withheld. Such change in the plans shall, in any event, be deemed approved unless rejected, in whole or in part, by written notice thereaf setting forth in detail the reasons therefor, and such rejection shall be made within fifteen (15) days following receipt of the reguest for the proposed change. 4 .4. Rehabilitation o the Pro ert a) Developer shall cause the Rehabilitation to be performed in substantial conformance with the City-approved Plans, as modified by any approved change orders. b) Developer shall cause all Rehabilitation to be performed in compliance with (i) all applicable laws ordinances, rules and regulations of federal state, county or municipal governments or agencies now in force or that may be enacted hereafter, and (ii) all directives, rules and regulations of any fire marshall, health officer, building inspection, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. c) Developer shall perform or cause t4 be performed all design and construction work required by this Agreemertt diligently, continuously and without interruption strictly in accordance with the Schedule of Performance, subject, however, to any Force Majeure Delay specif ied hereunder. Develaper shall commence or cause the Rehabilitation to be commenced within the time provided therefor in the schedule of Performanea. eveloper shall perfarm or cause to be performed all such design and construction work in a good and workmanlike manner and in accordance with sound engineering and construction practices. Subject to normal construction delays and project phasing, Developer shall not cause or permit cessation of org vs\agmt.5 8-22-95 work for a period in excess of five (5} consecutive business days, except cessation caused by Force Majeure Events, without he prior written consent of the Executive Director. 4 . 5. Cost of Rehabilitation The cost of Rehabilitation shall be the responsibility of Developer. The parties anticipate that the Rehabilitation Costs shall be as set forth in the Project Hudget, but hereby acknowledge and agree that any increase in costs above the amounts heretofare projected or assumed by Developer, or decreases in revenues belaw the amounts heretofore projected or assumed by Developer, which occur subsequent to the execution of this Agreement, shall be at the sole financial risk of Developer. Develaper shall be solely responsible for paying all cost overruns. 4 .6. Schedule vf Performance The Developer shall perform all acts required of the Developer within the times provided in the schedule attached to this Aqreement as Attachment No. 2, or if no time is provided, in a reasonable time. b) If necassary to facilitate relocation, Developer may cause the Rehabilitatian to be performed in phases. To the extent hat the Rehabilitation of any buildings in the Project, or exteriar areas of the Property, will commence prior ta completion of relocation of occupants from ather portions of the Project, Developer and its general contractor shall ensure that the Rehabilitatian does not cause any safety hazard to the remaining occupants, and shall use their best efforts to minimize construction noise, dust and disruption to the remaining occupants. c} During periads of construction, the Developer shall submit tv the Executive Director a written report of the progress of the construction when and as reasonably requested by the Executive Director, but not more often than monthly. The report shall be in such farm and detail as may be reasonably required by the Executive Director; provided, that submission to the Executive Director of the same progress report as the report required by the Construction Lender shall satisfy the requirement of this subdivision. 4.7 . Indemnification during Construction; Bodily Iniury and Propertv Damage Insurance a) Developer agrees to and shall defend, indemnify and hold the Agency and its officers, employees, agents, contractors and attorneys harmless from and against all claims, liability, loss, damage, costs or expenses (including reasanable attorne s fees and court costsj arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever org\vs\agmt.5 2 1_8-22-95 caused to any person or to the property of any person which shall accur on or adjacent to the Property and which shall be directly or indirectly caused by any acts done thereon or any errors ar omissions of the Developer or its officers, employees, contractars or agents. b) Prior to or concurrently with the Closing, the Developer shall obtain, and deliver to the Executive Director, and maintain a policy or policies of the following types of insurance on the Property: i) Liability insurance, which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability far any and all claims and suits for damages or injuries ta persons or property resulting from or arising out of operations of Developer, its officers, agents, or employees. Said policy or policies of insurance shall provide coverage €or both bodily injury and property damage in not less than Ten Million Dollars ($0,000,000) combined single limit, or its equivalent. ii) Insurance covering the improvements existing or hereafter erected on the Property aqainst loss by fire and other hazards, casualties and contingencies, including earthquakes (if available at commercially reasonable rates) . All such insurance shall be evidenced by standard fire and extended coverage ins rance policy or policies, in the amount of the replacement value of the improvements. iii)R11 such policies shall name the Orange Redevelapment Agency, as insured or additiona2 insured, and be endorsed with a standard mortgage clause with loss payable to the Agency. Certificates thereof together with copies of original policies shall be deposited with Executive Director at or immediately after the Closing. Said policy or policies shall also contain a provision that na termination, cancellation, or changa of coverage of insured shall be effective until after thirty (30) days notice thereof has been given in writing to Executive Director. Develaper shall give to Executive Director prompt and timely notice of claim made ar suit instituted arising out of Developer's oparations hereunder. Developer may procure 'and maintain, at its own cost and expense, any additional kinds and amounts of insurance which in its own judgment may be necessary for i s proper protection and in the prosecution of the work. All insurance policies shall be written by responsible and solvent insurance companies. 4.8. Nondiscrimination The Developer far itself and its successors and assigns agrees that in the Rehabilitatian of the improvements on the Property pr4vided for in this Agreement, the Developer will not discriminate org\vs\agmt.5 Z z_ 8-22-95 against any employee or applicant for employment because of race, color, cre d, religion, sex, sexual orientation, marital status, national origin or ancestry. 4.9. Local. State and Federal Laws The Developer shall carry out the Rehabilitation in confarmity with all applicable laws. 4. 10. Citv and Other Governmental Agencu Permits a) Before the commencement of the Rehabilitation, the Developer shall secure or cause to be secured, any and all permits which may be required by the City or any other governmental agency affected by such canstruction, development or work. Prior to the Closing, Develaper shall submit evidence acceptable to the Executive Director that all conditions to the issuance of such permits have been satisfied, with the exception of conveyance of title and payrnent of fees (which fees shall be included in the Project Budget) . The Executive Director shall have tha authority to waive the requirement that all such conditions must be satisfied as a condition precedent to Closing. b) Developer shall pay all applicable City fees in connection with the Project, any application fees and charqes required in connection with buildinq permits, and any costs or fees required as a condition of receiving such building permits. c) This Agreement is not a "Development Agreement" as provided in Sectian 65864 et sea• of the California Government Code. Developer . shall comply with all appiicable conditions of approval required by the City of Orange. 4 . 11. Rights of Access Representatives qf the Agency shall have the reasonable right of access ta the Praperty withaut charges or fees, at normal construction hours during the period af construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being perfarmed in constructing the improvements. Such representatives of the Agency shall be those who are so identified in writing by the Executive Director or designee. 4. 12. Certificate of Combletion a) Promptly after completion af the Rehabilitation, as required by this Agreement, the Agency shall furnish the Developer with a Certificate of Campletion upan written request therefor by the Developer. The Agency shall not unreasonably withhold such Certif icate af Completion and such Certificate of Completion shall be issued so lonq as Developer has completed the Rehabili ation of org\vs\agmt.5 2 3_ 8-22-95 the Property in accordance with this Agreement. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of all of the Rehabilitation required by this Agreement. b) The Certificate of Completion shall be in such fortn as to permit it to be recorded in the Recorder's Office af orange County. c) Within thirty (30) days af er request from the Developer, the Agency shall either issue the requested Certificate of Completion or provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain a Certificate of Completian. If the reasvn for such refusal is confined to the immediate availability af specific items or materials for landscaping, andJor minor items (being those aggregating not more than ten percent of the estimated cost of Rehabilitation , the Agency will issue its Certificate of Completion upon the posting of a bond, letter of credit or cash by the Developer with the Agency in an amount representing the Agency"s reasonable estimate of the cost of the work not yet completed. If the Agency fails to provide such written statement within said 30-day period, the Developer shall be deemed tq have received the Certificate of Completion. d) Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage securing money loaned to finance the Project. Such Certificate of Completion is not natice of completion as referred to in Section 3093 of the California Civil Code. 4. 13 . Disclaimer of Responsibility Except as provided in this Agreement, the Agency neither undertakes nor assumes nor will have any responsibility or duty to Developer or to any third party to review, inspect, supervise, pass judqment upon or inform Develaper or any third party af any matter in connection with the rehabilitation of the Property, whether with respect ta the quality, adequacy or suitability of any plans, labor, service, equipment or material furnished to the Property, any person furnishinq the same or otherwise. Developer and all third parties shall rely upon its or their own judgment with respect to such matter, and any review, inspection, supervision, exercise of judgment or information supplied to Developer or ta any third party by the Agency in connection with such matter is for the public purpose of carrying out the Community Redevelopment Law in accordance with this Agreement, and neither Developer (except as expressly provided in this Ac}reement or for the purposes set forth in this Agreement) nor any third party is entitled to rely thereon. org\vs\agmt.5 2 4_ 8-22-95 4. 14. Sians and Publicity. Developer shall provide, periodically update and maintain construction site signs identifying the development, giving recognition to the Redevelopment Agency, the City Council and their members. The Agency and Developer may refer to the Project in their own promotional and advertising materials and press releases. ARTICLE 5. USE OF THE PROPERTY 5. 1. Uses The Developer covenants and aqrees (far itself, its successors, its assigns, and every successor in interest to the Property or any part thereof} that the Develaper, such successors, and such assigns shall devote the Property to the uses specified therefor in this Agreement and the Agreement Containing Covenants. Priar to Closinq, Developer shall prepare and submit to the Executive Director far approval a management plan (the "Management Plan") relating to the operation and management of the Project, as provided in the Agreement Containing Covenants. 5.2. Housing for Low-Income Persons a) Developer, for itself, its successors and assigns, agrees that during the Restricted Period, all the Units shall be rented exclusively to persons and families of Low Income, at Affordable Rents. The maximum incomes of tenants eligible to rent the Units, and the maximum rents that rnay be charged for the Units, shall be as set forth in the Agreement Containing Covenants. b) To permit the Agency to monitor, on an onqoing basis, compliance with the affordability requirements of this Agreement, as required by Section 33418 of the California Health and Safety Code, Develaper shall be responsible for submitting the reports and certifications described in subsection l.a. (6) of the Agreement Containing Covenants. 5.3 . Maintenance of the Propertv . During Rehabilitation, Developer shall maintain the improvements on the Property and shall keep the Prop rty free fram any accumulatian of debris or waste materials, subject to normal construction jobsite canditions. 5.4. Oblisation to Refrain from Discrimination The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, there shall be no discrimination against or segregation of any person, or group of persons, on account of race, org\vs\agmt.5 2 5_ 8-22-95 color, religion, sex, sexual orientation, marital status, natianal origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location`, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Property. 5.5. Farm of Nondiscrimination and Nonseqreqation Clauses The Developer shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure, or enjoyment of the Property (or any part thereof} on the basis of race, color, religion, sex, sexual orientation, marital status, ancestry or national origin of any person. All such deeds, leases, or contracts pertaining thereto shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 2. In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that thera shall be no discrimination against or segregation of, any person or group of persons on account of race, colar, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " 2. In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, sex, sexual orientation, marital status, national origin, or ancestry, in the Ieasing, subleasing, rentinq, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall Lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference ta the selection, location, number, or occupancy of tenants, lessees, sublessees, tenants, or vendees in the land herein leased. " 3 . In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, sexual orientation, marital org\vs agmt.5 2 6_ B-22-95 status, national origin or ancestry in the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the land, nar shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the land. " 5. 6. Manaqement of Proiect Develaper, or an affiliated Forest City entity, shall manage and operate the Project in accordance with its Management Plan and in a manner that is comparable to other affordable multifamily rental housing developments managed by other Forest City entities. Developer shall be responsible for the operation of the Project either by direct management or by contractinq its managerial functions to a third party entity reasonably acceptable to Aqency which will be charged with managzng the Project on behalf of Developer. Agency shall have the right to review and approve any such entity priar to its selection by Develaper. Such approval shall nct be unreasonably withheld. Developer shall include in any such agreement with a management company a provisian permitting Developer to terminate the agreement in the event that the management company fails to cure any violation of federal, state or local health and safety laws within thirty (30) days following the giving of notice of such violations by Agency ar any other governmental entity. 5.7. Effect and Duration of Covenants The covenants established in this Agreement, without regard ta technical classificati n or designation, shall be binding on the Developer and the Agency and their respective successors in interest, for the benefit and in favor of the Develaper, Agency, their respective successors and assigns, and the City of Oranqe. The covenants contained in this Agreement shall remain in effect for the respective time periods set forth in the Agreement Cantaininq Covenants. 5.8. Effect of Violation of the Terms and Provisions of this Aqreement The Developer, Agency and the City are fleemed beneficiaries of the terms and pravisions of this Agreement and the covenants herein, both for and in their vwn respective right and for the purposes of protecting the interests of the community and other parties, public or private, for whase benefit this Agreement and the covenants running with the land have been provided. The Agency and the Developer shall each have the riqht if the covenants contained in this Agreement are breached, to exercise all rights and remedies, and to maintain any actians or suits at law or in equity or other proper proceedings to enforce the curing of such org\vs\agmt.5 2_ 8-22-95 breaches to which it or any other beneficiaries of this Agreement and cavenants are entitled. 5. 9. Agreement Containing Covenants;, Subordination to Senior Encumbrances. a) Concurrently with the Closing, Developer and Agency shall execute and cause the recordation of an Agreement Containing Covenants. b) Concurrently with the execution and recordation of the Agreement Containing Covenants, the Agency shall execute such instruments of subordinatian as may reasonably be required to subordinate the Agreement Containing Covenants (as well as he Agency Deed of Trust} to the senior lien of any Senior Loan, upon receipt of the Disbursement and Intercreditor Aqreement or other agreement with a Senior Lender which pravides the Agency with rights in the event of a default by Developer, which would permit the Agency to preserve affardability of the Units, as required by California Health and Safety Code Section 33334.14, such as any of the following: 1) A right to cure a default on the Seniox Encumbrance; 2) A right to negotiate with the Senior Lender after notice of default to Developer from the Senior Lender; 3) An agreement that if prior to foreclosure of the Senior Encumbrance, the Aqency takes title to the Property, and cures the default on the senior lien, the Senior Lender will not exercise any right it may have to accelerate the Senior Encumbrance by reasan of the transfer of title to the Agency; and 4) A right to purchase the Property from Developer at any time after a default on the Senior Encumbrance but prior to foreclosure. org\vs\agmt.S 2$_ 8-22-95 ARTICLE 6. DEFAULTS, REMEDIES AND TERMINATION 6. 1. Defaults - General a) Subject to the extensions of time set forth in Section 7.5, failure or delay by either party to perform any term oz provision of this Agreement constitutes a defauZt under this Agreement. 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 reasonable diligence and during any period af curing shall not be in default. b) The nondefaulting party shall give written notice of def ault to the party in default, specifying the default complained of by the nondefaulting party. elay in giving such notice shall not constitute a waiver of any default nor shall it chanqe the time of default. c) Any failures or dela s by either party in asserting any of its rights and remedies as to any default shall not aperate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or praceedings which it may deem necessary to protect, assert, or enfarce any such riqhts or remedies. 6.2. Leaal Actions 6. 3 . Institut on of Leaal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct, ar remedy any default ta recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be insti uted in the Superiar Court of the County of Orange, 5tate of California, in any other appropriate court in that County, or in the United States Dis rict Court for the Central District of California. 6.4. Ap licable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 6. 5. Acceptance of Service of Process a) In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or Chairman af the Agency, or in such other manner as may be provided by law. org\vs\agmt.5 Z 9_ 8-22-95 b) In the event that any leqal action is commenced bytheAgencyagainsttheDeveloper, service of process on the Developer shall be made by personal service upon an officer of Developer or in such manner as may be provided by law, and shall be valid whether made within ar without the State of California. 6. 6. Riqhts and Remedies are Cumulative Except with respect to rights and remedies expressly declaredtobeexclusiveinthisAgreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise byit, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 6.7. Damaqes If either party defaults with regard to any of the.provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within hirty (3p} days after service of the notice of default, or if the default is not cammenced to be cured within thirty (30} days after service of the notice of default and is not cured promptly within a reasonable time after the commencement, the defaulting party shall be liable to the other party for damages caused by such default. 6.8. 5pecific Performance If either party defaults under any of the provisivns of this Aqreement, the nondefaulting party shall serve written notice of such default upon such defaulting party. If the de£ault is not commenced to be cured within thirty (30) days after service of the notice of default and is not cured promptly within a reasonable time after the commencement, the nondefaulting party, at its option, may institute an action for specific performance of the terms of this Agreement, 6.9. Remedies and Riqhts of Termination 6. 10. Termination b Develo er The Developer at its option may terminate this Agreement if: a) the City does not issue the Bonds within the time provided in the 5chedu e of Performance; or (b) the Agency improper2y does not disburse the Agency Funds in the manner and by the date provided in this Agreement, or the Ageney is otherwise in material default vf its obligations hereunder, and any such failure is not cured within thirty (30) days after written demand by the Developer. Upon such termination, neither party shall have any further rights or liabilities against the other. org vs\agmt.5 3 D8-22-95 6. 11. Termination by Agencv a) The Agency at its option may terminate this Agreement if the Developer improperly assigns or attempts to assign this Agreement, or any rights therein; or makes any tatal or partial sale, transfer or conveyance of the whole or any part of the Property or the Praject in violation of the terms of this Agreement. b) The Agency at its optian may terminate this Agreement if the Developer has not submitted ta the Agency satisfactary evidence that the Devploper has satisfied all conditions precedent to the Closinq within the time provided in the Schedule of Performance. c) The Agency at its option may terminate this Agreement if upon satisfaction of all conditions precedent and concurrent under this Agreement, the Developer does not, in breach hereof, beqin and complete the Rehabilitation. of the Property as required by this Agreement and within the times of performance set forth in the Schedule of Performance, or the Developer otherwise fails to perform any abligation of the Developer hereunder, and such breach is not cured within thirty (30) days after the date of written demand. org\vs\agmt.5 31—8-22-95 ARTICLE 7 . GENERAL PROVISIONS 7. 1 Not' ces Demands and Communications Between the Parties Formal notices, demands, and communications between the Agency and Developer shall be sufficientZy given if personally delivered, or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the AgencyandDeveloperasdesignatedinSection1. 4 and 1. 5 hereof. Such written notices, demands, and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as pravided in this Section 7. 1. 7.2 Conflict o• Interests No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personalinterestsortheinterestsofanycorporation, partnership or association in which he, or she is, directly or indirectly,interested. 7 . 3 Warrantv Against Pavment of Consideratior for Aareement Develoger warrants that it has not paid or given, and will nat pay or give, any third party any maney ar other cansideration for obtaininq this Agreement. 7 .4 Nonliabilitv of Aaency Officials and EmD o,yees No member, afficial, employee, agent, attorney or contractor of the Agency shall be personally liable ta Developer or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to Developer or to its successor, or on any obligations under the terms of this Agreement. 5 Enforced Delav fForce Majeurel : Extension of Time of Performance Notwithstanding specific provisions of this Agreement, perfarmance by either party hereunder shall not be d emed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes;, fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transpartation; governmental restrictions or priority; litigation, including litigation challenging the validity of this transaction r any element thereof; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcantractor, or suppliers; acts of the other party; acts or org vs\agmt.5 3 2_8-22-95 failure to. act of the Agency or any other public or governmental agency ar entity (except that acts or failure to act of the Agency shall not excuse performance by the Agency) ; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding the foregoing, none of the foregoing events shall constitute a Force Majeure Event unless and until the party claiming such delay and interference delivers to the other parties written notice describing the event,its cause, when and how such party obtained knowledge, the date the event commenced, and the estimated delay resulting therefrom. Any party claiming a Force Majeure Delay shall deliver such written notice within fifteen (15} days after it abtains actual knowledge of the event. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the cammencemen of the cause. Times of performarice under this Agreement may also be extended in writing by the mutual agreement af the Executive Director, and Developer. 7. 6 Inspection of Books and Records The Agency has the right at all reasonable times to inspect the books and records of Developer pertaining to the Property and/or the Praject. Developer shall maintain copies of such books and records in Orange County or Los Angeles County. 7.7 Approvals Approvals required of the Agency or Developer shall not be unreasonably withheld, conditioned or delayed, and approval or disapproval shall be given within a reasonable time. Notwithstanding ariy pravision to the contrary contained herein, any matter that is to be "deemed approved" pursuant ta this Agreement unless approved or disapproved by the Agency within a given time otherwise provided in this Agreement, shall not be deemed approved, unless each of the follawing conditions is met: 1) DeveloFer requests such approval in writing; 2) Developer accampanies the written request with the following statement, all in capital letters (filling in the blanks with the appropriate section and number of days) : NOTICE: PURSUANT TO SECTION OF THE AFFORDABLE HOUSING AGREEMENT BETWEEN DEVELOPER AND AGENCY, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE OF THE REQUESTED MATTER WITHIN DAYS SHALL BE DEEMED TO BE AGENCY APPROVAL" ; 3) Agency fails to approve, disapprove, or approve the matter subject to specified conditions within the applicable time period; and org vs\agmt.5 3 3-8-22-95 4) the matter is not subject to a Force Majeure Delay (other than a delay caused solely by the fact that the Agency has failed to act within the given time, absent any other Force Majeure event} , in accordance with Sectian 7.5. 7.8 Attorneys Fees If either party hereto should retain legal counsel for the purpose of enforcing any term or candition of this Agreement, the prevailing party shail be entitled to recover costs and expenses, including but not limited to reasonable attorneys' fees. 7.9. Construction and Interpretation of Agreement. a) The language in all parts of this Agreement shall in all cases be construed simply, as a whole and in accardance with its fair meaning and not strictly for or against any party. The parties hereto acknowledge and agree that this Agreement has been prepared jointly by the parties and has been the subject of arm's length and careful negotiation over a considerable period of time, that each party has been given the opportunity to independently review this Agreement with legal counsel, and that each party has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement shall not be interpreted or constru d against the party preparing it, and instead other rules of interpretation and construction shall be utilized. b) If any term or provision of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by any party hereunder, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each other term and provision of this Aqreement shall be valid and enforceable to the fullest extent permitted by law. It is the intentian of the parties hereto that in lieu of each clause or provision of this Agreement that is illegal, invalid ar unenforceable, there be added as a part of this Agreement an enforceable clause or provision as similar in terms to such il eqal, invalid ar unenforceable clause or provision as may be possible. c)The captions of the articles, sectians and subsectians herein are inserted solely for convenience and under no circumstances are they or any of them to be treated or construed as part of this instrument. d) References in this instrument to this "Aqreement" mean, refer to and include this instrument as well as any riders, exhibits, addenda and attachments hereto (which are hereby org\vs\a9mt.5 3 4- 8-Z2-95 incorporated herein by this reference) or other @ocuments expressly incorporated by reference in this instrument. Any references to any covenant, condition, obligatian and/or undertaking "herein, ' hereunder, " or "pursuant hereto" (or language af 3ike import) shall mean, refer to and include the covenants, obligations and undertakings existing pursuant to this instrument and any riders, exhibits, addenda and attachments ar other documents affixed to or expressly incorporated by reference in this instrument. ej As used in this Agreement, and as the context may require, the singular includes the plural and vice versa, and the masculine gender inciudes the feminine and vice versa. ARTICLE 8. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS This Agreement shall be executed in five duplicate oriqinals each af which is deemed to be an original. This Agreement includes thirty-six (36) pages and ten (10} attachments which constitute the entire unders anding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previaus agreements between the parties with respect to all or any part of the Property. All waivers of the provisions of this Aqreement must be in writing and signed by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Developer. ARTICLE 9. TIME FOR ACCEPTANCE dF AGREEMENT $Y AGENCY This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, xecuted and delivered by the Agency within thirty (30) days after the date of signature by the Developer or this Aqreement may be terminated by the Developer on written notice to the Agency. The date of this Agreement shall be the date when the Agreement shall have been signed by the Agency. org vs\agmt.5 a 5_8-22-95 ORANGE REDEVELOPMENT AGENCY 0 Dated: . C" ,- - B Y• Executive Director TTEST: By: A ency Cl k APPROVED AS TO FORM AND LEGALITY: KANE, BALLMER & BERKMAN Agency S ecial eounsel By: L- nn F. Wasserman F. C. ORANGE, INC. , a calit nia ora io Dated:By: Gregory lkin Presiden orgtvs\a9mt.5 3 6— B-22-95 CALIFORNIA AL4PURPOSE ACKNOWLEDGMENT Na.5so7 Stat2 Of California County of orange On 9-13-95 before me, OATE NAME,TITLE OF OFFICER-E.G.,"JANE OOE,NO RY PUBLIC" personally appeared David L. Rudat---------------------__,___________ NAME(S)OP SIGFIER{S) personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person whose name} is a e subscribed to the within instrument and ac- o n,R.c knowledged to me that ie sl e ey executed con+.#o»vn x9n the same in s.n r authorizedz ' r v Pu-cauro o or rocfcainmr capacity); and that by is'etr c°'"'".°``«Aa z.°°° signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. e-- =-Ll- SIGNATUflE OF NOTAflY OPTIOIdAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL 0 CORPORATEOFFICER Piffordable Hausing Agreement nnfts TITLE OR TYPE OF DOCUAAENT PARTNER(S) LIMITED GEiVERAL 35 with 10 attachments ATTORNEY-IN-FACT NUMBER OF PACaES TRUSTEE{S) GUARDIAWCONSERVAi"OR OTHER: 9-12-95 Executive Director DATE OF DOCUMENT SIGNER IS REPRESENTING: n,a,MeoFP sorv s oRen r rrpEs Gregory M, Vilkin Oranc R develogmen__Ac enc SIGNER(S}OTHER THAN NAMED ABOVE 1993 NAtIpNAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 9t309-7184 STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELESj on bef ore me, A ES E. MACKEY personally appeared L r personally known to me (or proved o me o the basis of 'satisfactory evidence) to be the person,whose name s}fis/ subscribed to the within instrument and acknowledged to me that he/.s tt-/ executed the same in his/f.h i— authorized capacity(i,es}, and that by his/x.e r h.n-i signature(s...on the instrument the person r the entity upon behalf af which the person(,s' acted, executed the instrum2nt. WITN my han and off' ' 1. Siqn ture JAMES E.MAC K COiWM.#1020473 a;rp,'- i1pTAFiY PUBU•CAUFORNIA OS ANCiELES CO 29;8f My Comm.Expires AA• ATTACHMENT N0. 1 LEGAL DESCRIPTION ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CZTY OF ORANGE, DESCRIBED AS FOLLOWS: L TS 13, 14, 15, 16, 26 AND THE SOUTHERLY 7 FEET OF LOT 17 EXCEPTING THAT PORTION LYING WEST O THE EAST LINE OF MCPHERSON ROAD BY FINAL ORDER OF CONDEMNATION RECORDED FEBRUARY 21, 1991 AS INSTRUMENT N. 91-078842, OFFICIAL RECORDS) , OF THE G. HOWARD THOMPSON TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 1 PAGE Z2 OF RECORD OF SURVEYS, IN THE OFFICE THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF THE NORTH HALF OF CENTER STREET ADJOINING SAID LOTS 13, 14, 15 AND 26, LYING BETWEEN THE CENTERLINE aF MAIN STREET AND THE EAST LINE OF FIRST STREET, ABANDONED BY ORDER OF THE $OARD OF SUPERVISORS OF ORANGE CDUNTY, CALIFORNIA, A CERTIFIED COPY OF WHICH WAS RECORDED MAY 25, 1927 IN BOOK 55, PAGE 60 OF OFFICIAL REC RDS. org\vs\tegal 7-13-95 ATTACHMENT NO. 2 SCHEDULE OF PERFORMANCE 1. Execution of Agreement _by the Within 30 days after the Aaencv. The Agency and City Agreement is executed by the Council shall hold a joint Developer and submitted to public meeting on this Agree-the Agency. ment; the Agency shall authorize execution of the Agreement; and the Executive Director shall execute and deliver this Agreement to the Developer. 2. Evidence of Availability of Not later than the date of Eauitv. The Developer shall execution of this Agreement submit to the Agency evidence by Developer. that Initial Equity will be available at the Closing. 3 . Approval of Evic3ence of Equitv.Goncurrently with executian The Agency shall approve or of this Agreement by Agency. disapprove the evidence of availability of the Initial Equity. 4. Financina. The Developer shall Within 120 days after deposit the full amount of the execution of this Agreement Initial Equity,and all by the Agency. conditions shall be satisfied relating ta approval of the Cc nstructian Loan, the Credi.t Enhancement and issuance of the Bonds. 5. Approval of Financincx.he At the time of the Closing. Agency Executive Director shall approve or disapprove the financing for the Project. 6. Conditions to Closina.All Within 120 days after Agency conditions precedent t4 the execution of this Agreement. Closing as set forth in Attachment No. 6 shall be satisfied (or waived by the Agency Executive Director) , Developer shall cause escrow to close and the Agency shall disburse the Agency Loan and Agency Grant. Attachment No. 2 org\vs\sop.3 Page 1 Of 2 8-23-95 7 . Relocation Account. Developer At the time of the Closing.shall deposit the initial amount of 3 , 125, 000 into the Relocation Account. 8 . Relocati n. Agency shall cause Promptly following the its consultant to commence Closing. relocation of all occugants from the Project. 9, start of Rehabilitation.As soon after Closing as Developer shall commence possible, but subject to Rehabilitation. relocation of occupants from phases of the Project in which rehabilitation is to begin. 10. Completion of Rehabilitation.Within 12 months after the The Developer shall complete all Clasing. construction and rehabilitation af the improvements on the Site as described in the Scope af Development and the approved Plans. Attachment No. 2 org vs\sop.3 P a e 2 o f 28-23-95 g ATTACHMENT NO. 3 SCOPE OF REHABILTTATION Villa Santiago) The Property is located at 11841 Prospect Avenue, in the City of orange. Proiect Description Development of the Property shall cansist of the rehabilitation of an existing 260-unit apartment community on 17 acres, consisting of 77 two-story buildings (15 duplexes, 18 triplexes and 44 fourplexes) containing 2-bedroom, 2 Z bath townhouse units, and related amenities and improvements (the "Improvements") . Landscapinc and Pavinq All areas of the Property not required for the Improvements shall be paved or landscaped in accordance with plans approved by the City. Landscaping may consist of grass lawns, ground covers, trees, decorative block walls, screening, plants, terraces, fountains, pools and other water arrangements. Developer shaZl install a permanent irrigati n system an the Property, designed to minimize water use while provi@ing such water as necessary to maintain the landscaping in a healthy candition. Paving shall be in accordance with City approved plans. Refuse An enclosed refuse area ar areas shall ba provided at convenient locatians in accordance with the requirements of the Gity of range. Refuse areas shall be constructed of building materials compatible with the Improvements. Utilities Developer shall be responsible for aIl utility relocation or installation on the Property, and for hookups to sewers, storm drains, water and gas distribution lines, electric, telephone, cable televisian, and ather public utility lines. Al1 utility services on site shall be installed as required by the City of Orange municipal code. Such installations shall be instailed undergraund or concealed within the Improvements and no mechanical equipment or meters shall be exposed at gr und level. Attachment No. 3 o s\vs\scope pag 1 of 2 6-8-95 Public Improvements The Developer, at its sole cost and expense, shall prepare or cause to be prepared plans and specification for offsite improvements as required by the City of Orange Municipal Code far City approval, and shall construct such improvements in accordance with City- approved plans and the technical specifications, standards and practices of the City of Orange. Desian Ob ectives The rehabilitation of the Property shall show a high quality of site planning and architectural design, and a pleasing, safe and well-maintained environment. The design objectives shall be as set forth in Developer's Rehabilitation Proposal, dated June 1, 1995, which is incorporated herein by this referQnce. Rehabilitation The Developer, at its sale cvst and expense, shall be responsible for preparing, and submi ting to the City for approval plans for tha rehabilitation of the Property. The work of improvement shall be in accordance with the approved plans, this Scope of Rehabilitation, the "Proposed Development Program" attached hereto as Exhibit A, and all applicable cade requirements. Attachment No. 3 org vs\scope Page 2 af 2 6-8•95 EXHIBIT A TO SCOPE OF DEVELOPMENT (Attachment No. 3) PROPOSED DEVELOPMENT PROGRAM The proposed development program strives to replace the Villa Santiago af today with the rehabilitated gate-guarded Siena apartment community, designed for families who enjoy living in the City of Orange. The development plan incorporates extensive changes which will dramatically improve the appearance of the project as well as the quality of each individual unit. Major rehabilitation will be undertaken once the project is vacated and escrow has closed. Forast City Properties Corporation is currently working with its architect (and other consultants) to finalize the rehabilitation plans and related budget. The scope af work for the redevelopment includes: Complete remodel of building exteriors which will give tha project a newer architectural design New blockwall perimeter feneing with gate-guarded entries New kitchen cabinets and cauntertops New appliances including microwave ovens Replacement of carpeting and vinyl flooring New bathroom sinks, faucets, tubs and fixtures Installation of central air conditioning and .heating New window coverings Replacement of all interior entry doors Painting of exterior and interior Repair of replacement of all roofs Repair af replacement of and recoating of asphalt paving Upgrading of hot water heaters Upgrading of landscaping and entries Repair of all structural, mechanical and electrical systems Additionally, a sport court, two (2) tot lots and barbecue areas will be incorporated into the amenities. When completed, the proposed rehabilitation will result in a quality family-oriented project which will enhance the neighborhood environment. org\vs\devpro ATTACHMENT NO. 4 OFFICIAL BUSINESS Document entitled to free recording per Government Code Section 6103 Recording Requested by: ORANGE REDEVELOPMENT AGENCY When Recorded Return to: Orange Redevelopment Agency 30o East Chapman Avenue Orange, California 92666-1591 c/o Agency Clerk SPACE ABOVE THIS LINE FOR RECORDING USE AGREEMENT CONTAINING COVENANTS INCLUDING RENTAL RESTRICTIONS,,,}, THIS AGREEMENT is entered into on 1995, by and between the ORANGE REDEVELOPMENT AGENCY, a public body corporate and palitic (herein referred ta as "Agency") and ORANGE ASSOCIATES, a Ca].ifornia limited partnership (hereinafter referred to as Developer") , and F. C. ORANGE, INC. , a California corporation, Developer's general partner (hereinafter referred to as "owner) . A. Owner owns the real property, exclusive of improvements, located in the City of Orange, County of Orange, State of California, legally described in the "Legal Description" attached hereta and incarporated herein as Exhibit A (the "Land") . Developer owns a leasehold interest in the Land and owns the improvements naw or hereafter located on the Land (the Improvements") . For purposes of this Agreement, the Land and the Improvements shall be referred to collectively as the Property. " B. Developer intends to rehabilitate the Property and the residential improvements thereon, consisting of 260 apartment units and related improvements and amenities, in accordance with that certain Affordable Housing Agreement entered into between the Agency and Owner, Developer's general partnez and predecessor in interest, on 1995, to which this Agreement is attached as Attachment Na. 4 , (the "Affordable Housing Agreement") , which Affardable Housinc} Agreement is incorporated herein by reference. Any capitalized term not atherwise defined in this Agreement shall have the meaning ascribed to such term in the Affordab2e Housing Agreement. C. This Agreement is entered into and recorded in accordance Attachment No. 4 org\vs\cov.s Paqe 1 of 138-23-95 with the Affordable Housing Agreement. D. The parties acknowledge and agree that the covenants and agreements contained herein that are applicable to the Developer shall also apply to the Owner to the extent of Owner s interest in the Property. NOW, THEREFORE, THE AGENCY, THE DEVELOPER AND THE OWNER AGREE AS FOLLOWS: l. Use af the Property. . Developer and Owner, each on behalf of itself and its respective successors, assigns, and each suc- cessor in interest to the Property or any part thereof, hereby covenants and agrees to use the Property as follows: a. Affordable Rental Housinq Requirements. Developer and Owner and their respective successars and assigns shall use the Property exclusively to provide rental housing, as described in the Affordable Housing Agreement and this Agreement, as follows: 1) The Property shall consist of 260 apartment units (the "Units") and related amenities, as described in the 5cape of Rehabilitation attached to the Affordable Housing Agreement as Attachment No. 3 . 2) During the term of this Agreement, all of the Units (except a manaqer's Unit when occupied by a resident manager) shall be rented exclusively to persons or families of Low Income as defined below) , at an Affordable Rent (as defined below) . Without the express written consent of the Agency, neither Developer nor Owner shall subdivide its respective interest in the Property for purposes of selling or otherwise conveying separate ownErship interests in portions of the Property, 3) The maximum incomes of residential tenants eligible to rent the Units shall be determined on the basis af the Area Median Income for Orange County, published from time to time by the United States Department of Housing and Urban Development HUD") , the State Department of Housing and Community Development HCD") or successor agencies. For purposes of this Agreement, the term "Low Income" shall mean a household income that does nat exceed 60 of the area median income, adjusted for the actual size of the hausehold proposed to rent a Unit. 4) The maximum rent that may be charged to such persons for a Unit, including a reasonable utility allowance, shall not exceed ari "Affordable Rent, which, for purposes of this Agreement shall not axceed the product of 30 percent times 60 of the area median income adjusted for family size appropriate for the unit (which, for a two-bedroom Unit, shall mean three persons, as provided in Califarnia Health and Safety Code Sections 50052.5 and 50053) . The parties acknowledge that the current maximum incomes Attachment No. 4 org\vs\cov.5 page 2 of 138•23-95 are set forth in a memorandum from HCD to Interested Parties, dated February 1995, entitled "New Income Limits" (referred to herein as the "HCD Income Schedule") . Prior to initial lease-up of the Units, the Agency Executive Director and the Developer shall determine the maximum rents to be charged for each of the Units not to exceed "Affordable Rent") and the actual maximum income of tenants who will be eligible for such units (not to exceed 60$ of the area median income) , on the basis of the then current HCD Income Schedule. From time to time thereafter, as changes occur in the area median income (as published by HUD or HCD) , Developer and Agency shall revise the maximum rents to be charged for each of the Units (not to exceed "Affordable Rent"} and the actual maximum incomc of tenants who will be eligible for such units (not to exceed 60 af the area median income) . 5) Developer shall only lease the Units to persons or families who qualify as Low Income tenants at the time of income certification, as described in paragraph (6) , beiow ("Qualified Tenant") .A person or family who at the time of income certif ication qualif ied as a Law Income tenant shall continue to be deemed so qualified, until such time as the person or family's income is redetermined (as prov ded in paragraph (6) below) , even if such person or family's income has subsequently increased to an amount that exceeds 60 of the area median income, adjusted for family size. Each iease agreement with a tenant shall include notice to the tenant of the requirements of Section 1 of this Agreement Containing Cavenants relating ta income restrictions. 6) (A) Agency and appropriate departments of the City of Orange (the "Gity") , and their respective successors and assigns, shall have the right to monitor and enforce the covenants contai.ned in this subsection I..a. Develvper covenants that it shall comply with any monitoring program set up by Agency and/or City ta enforce said covenants. 8)Developer shall utilize the forms provided as Certifications of Eiigibility {attached to this Agreement as Exhi.bit "B") and Certification of Continuing Program Compliance (attached to this Aqreement as Exhibit 'C") , which are incorporated herein by this reference. When a Unit is rented to a Law Income tenant, Developer shall report utilizing a form substantially in the form of Exhibit "B. " 1Prior to renting any Unit to a tenant, and annually thereafter within thirty (30} days after the anniversary date of such tenant's occupancy, the Developer shall submit to the Agency a completed income computation and certification form in the form o€ the Certification of Eligibility (Exhibit "B") and Certificate of Continuing Program Compliance (Exhibit "C") . Developer shall certify that each tenant leasing a Unit meets the eligibility requirements established for the Unit and further that each tenant is a Low Income household. C) Reports with respect to each Unit shall Attachment No. 4 org\vs\cov.5 Page 3 of 13 8-23-95 be submitted to the Agency annually, not later than August 1, for the most recent year (ending June 30} . Developer shall obtain an income certification fram each tenant and shall certify that, to the best of Develaper's knowledge, the income af the tenant is tru hfully set forth in the income certification form. Reportinq by the Developer shall conform to the requirements of California Health and Safety Code Section 33418, and shall further provide informatioh to the Agency with respect ta the operation of the Site that will enable the Agency to make appropriate reports pursuant to California Health and Safety Coda Section 33080.4. The Developer shall verify the income certification of the tenant in one or mare of the following methods as specifically requested by the Agency: i) obtain two (2} paycheck stubs from the tenant's two (2) most recent pay periods; ii) obtain a true copy of an income tax return from the tanant f or the most recent tax year in whictt a return was filed; iii)obtain an income verification certificatian from the employer of the tenant; iv) obtain an income verification certification from the Social Security Administration and/or the Califarnia Department of Social Services if the tenant receives assistance from such agencies; or v) obtain an alternate form of income verification reasonably requested by the Agency, if none of the above forms of verificatian is available to the Develaper. On an annual basis Developer or its management agent shall additianally submit to Agency evidence of each Qualified Tenant's continuing eligibility for the Units.. Agency (or the City) shall review such reports within 14 days of receipt, for certification of continuing affordability of Units and eligibility of tenants. Moreover, Developer covenants and agrees that it shall pay the reasonable costs of the Agency (or City) incurred in monitoring and enforcing these reguirements. b. Management. Developer, or an affiliated Forest City entity, shall manage and operate the Project in manner that is comparable to other affordable multifamily rental housing developments ma aged by other Forest City entities. Developer shall be responsib2e for the manaqement of the Project either by direct management, by a management company that is a wholly owned suhsidiary of Farest City Enterprises, or by contracting its managerial functians to a third party entity acceptable to Agency which will be charged with managing the Project on behalf of Developer. Prior to the Closing, Developer shall prepare and submit to the Agency Executive Directvr for approval a management plan Attachment No. 4 org\vs\cov.5 page 4 of 13 8-23-95 the "Management Plan"j , for the operation and management of the Project. The Management Plan shali include, but not be limited to, the components listed be2ow. Approval of the Management Plan must be obtained prior to the initial Zease-up af any of the Units. During the term of this Agreement, Developer shall manage the Units in accordance with the approved Management Plan, including such amendments as may be approved in writinc} fram time to time by the Agency Executive Director or desiqnee. The camponents of the Management Plan shall include: jl) Manaaement Ac1ent Developer shall submit the name and qualifications of the proposed Management Agent. Agency shall have the right to review and approve any such entity prior toitsselectionbyDeveloper. 8uch approval shall not be unreasonablywithheld, and any disapproval shall be based on the experience and qualifications of the Management Agent. 2) Manaqement Acxreement Developer shall submit a copy of the proposed management agreement specifying the amount of the management fee, and the relationship and division of responsibilities between Developer and Management Agent. Developer shall include in any agreement with the Management Agent a provision permitting Developer to termina e the agreement in the event that the Management Agent fails to cure any breach of this Agreement or violation of federal, state or local health and safety laws within thirty (30) days following the giving of notice of such violations by the Agency or any other governmental entity. 3) Annual BudQet and Proiected Cash Flows Prior to the Closing, and annually thereafter not later than February 1 of each calendar year, Developer shall submit a projected operating budget and cash flow to the Agency Executive Director or desiqnee, demonstrating that there is sufficient cash Plow to operate the Project in a reasonable and prudent manner in accordance with this Agreement. The budget and cash flow shall be in a form that is ac eptable to the Agency Executive Director or designee. 4)enant Selection Criteria. Developer shall adopt written tenant selection policies and criteria that meet the following requirements: A) Are consistent with the purpose of providing housing for Low Income tenants. B} Are reasonably related to program eligibility anci the applicants' ability to perform the obligations of the lease. C) Provide for the selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable, and the prompt written notification to any rejected applicant of the grounds for any Attachment No. 4 org vs\cov.5 Page 5 Of 13B-23-95 rejection. D) Provide first priority in the selection of eligible tenants to households referred to Developer by the Aqency. E} To the extent that Developer's tenant selection criteria include a restriction on maximum household size, such restriction shall not be mare restrictive than the definition of "family size appropriate to the unit" set forth in California Health and Safety Code Section 50052 . 5 (i.e. , three persons in the case of a two-bedroom Unit) , nor shall they permit more than five 5) persons to occupy a two-bedroom Unit. 5) Rules and Requlations. The Managernent Plan shall include such reasonable ruies and regulations relating to the conduct of tenants and use of the Units and common areas as are customary for new apartment communities in the region, and as Developer may deem necessary or appropriate. The Agency hereby approves the "Apartment Cammunity Policies Addendum" attached hereto as Exhibit "D" which is incorporated herein by this reference. To the extent the Management Plan contains rules different than those set forth in Exhibit "D", such rules shall be subject to the appraval of the Agency Executive director. c. Exterior Maintenance.Prior to the Closing, Developer shall prepare and submit to the Agency Executive Director for approval a program for the maintenance of the exterior of the improvements that comFlies with this subsectian l.c. (the "Exterior Maintenance Proqram") . Developer shall maintain the exterior of the improvements in good condition in accordance with the Exterior Maintenance Program, as the same may be amended from time ta time with the approval of the Agency Executive Director. The Exterior Maintenance Pragram shall describe in reasonable detail the standards to be followed in maintaining the exterior of the improvements, including a schedule indicating the proposed frequency of each element of maintenance, and shal. include, at a minimum, the following: periodic cleaning of the exterior of the improvements, including windows; removing graffiti; removing debris and waste materials and otherwise maintaining outdoor areas of the Project; performing inspections of all exterior features to determine whether repairs are required; conducting periodic pratective treatments such as rust removal and caulking; conducting repairs to facades, roof, doors, windows, and other exterior features; maintaining security devices and systems; and periodic repainting. The Exterior Maintenance Program, including any amendments proposed by Daveloper, shall be subject to the. approval of the Agency Executive Director or his designee. In the event Developer fails to maintain the exterior of the improvements in accordance with the approved Exterior Maintenance Program, the Agency shall have the right, but not the obligation, tQ enter the Property, correct any violation, and hold the Developer responsible for the cost thereof, and such cost, un il paid, shall constitute Attachment No. 4 org\vs\cov.s Page 6 of 138-23-95 a lien an the Property. d.Alterations and Modifications. Developer shall protect, maintain and preserve the improvements on the Property and obtain approval in writing from Agency priar to any material alteration or modification of such Improvements, such approval not to be unreasonably withheld or delayed. e. Non-Discrimination. Developer herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persans claiming under or through them, and this Agreement is made and accepted upon and subject to the following condi- tions:That there shall be na discrimination against or segregation of any person or group of persons on account of race, coldr, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the Property, nor shall Developer itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference ta the selection, location, number, use or occupancy of tenants, lessees, sublessee, subtenants, or vendees in the Property. f. Reauired Non-Discrimination Cl ses. Developer shali refrain from restricting the rental, sale, or lease of the Property ar any portion thereof, on the basis of race, color, creed, religian, sex, sexual orientation, marital status, national origin, or ancestry of any person. Every deed, lease, and contract entered into with respect to the Property, or any portion thereof, after the date of this Agreement shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persens claiming under or through them, that there sha l be no discrimination against or segregation of, any persan or group of persons on account af race, color, creed, religian, sex, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein canveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, Iecation, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foxegoing cavenants shall run with the land. " 2} In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiminq under ar through them, and this lease is made and accepted upon and subject ta the following conditions: That there shall be no dis- crimination against or segregation of any person or group of Attachment No. 4 org\vs\cov.s page 7 of 13 5-23-95 persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry in the leasing, subleasing, transferrinq, use or enjoyment of the land herein leased nor shall the lease itself, or any person claiming under ar through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land herein leased. " 3) In contracts: "There shall be no discrimina- tion against ar segreqation of, any person, or group of persons on account of race, color, creed, religian, sex, sexual orientation, marital status, national origin, or ai cestry in the sale, lease sublease, transfer, use, accupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, estab ish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land. " g. Indemnity and Insurance. 2) Developer agrees to and shall defend, indemnify and hold the Agency and its officers, employees, agents, contractors and attorneys harmless from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damaqe whatsoever caused ta any person or to the property of any person . which shall occur on or adjacent to the Property and which shall be directly or indirectly caused by any acts done thereon b, ar any errors or omissions of, the Developer or its partners, employees, contractors or agents. 2 Developer shall mazntain a policy or policies of the following types of insurance on the Property: A)Liability insurance, which provides coverage not less than that provided in the form of a comprehensive general liability insurance policy against liability for any and all claims and suits far damages or injuries to persons or property resulting from or arising out of operations of Developer, its off icers, agents, or employees. Said policy or policies of insurance shall provide coverage for both bodily injury and praperty damage in no less than Ten Million Dollars ($10,000,000) combined single limit, or its equivalent, increased annuaZly by the increase, if any, in the consumer price index (CFI) . B) Insurance covering the improvements existing or hereafter erected on the Praperty aqainst loss by fire and other hazards, casualties and contingencies, including earthquakes (if available at commercially reasanable rates) . All Attachment No. 4 org\vs\cov.s page 8 of 13 8-23-95 such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies, in the amount of the replacement value af the improvements. C) All such policies shail name the Orange Redevelopment Agency, as insured or additional insured, and be endorsed with a standard mortgage clause with loss payable to the Agency. Certificates thereof together with copies of original policies shall be delivered to Executive Director. All of said policies shall contain a provision that no termination, cancellation, or change af coverage of insured shall be effective until after thirty (30) days notice thereof has been given in writing to Executive Director. Developer shall give to Executive Director prompt and timely notice of elaim made or suit instituted arising out of Developer's operations hereunder. All insurance policies shall be written by responsible and solvent insurance companies. h. Property Taxes and Assessments. Developer shall pay when and as due (and shail not apply for any deferral ar exemption of) any real estate taxes and assessments assessed and levied on or against the Property. The Developer shall not place, or allow to be placed, on the Property or any portian thereof, any mortgage, trust deed, encumbrance or lien not authorized by this Agreement, except as may be reasonable and customary in the rehabilitation and operation of multifamily housing similar to the Praject. The Developer shall remove, or shall have removad, any levy or attachment made on the Property (or any portion thereof) , or shall assure the satisfaction thereof within a reasonable time but in any event prior to a tax sale or foreclosure of the Property. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amount of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. 2. Covenant,_,,,tun With the Land. All conditions, covenants and restrictions contained in this Agreement shall be covenants running with the land, and shall, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent parmitted by law and equity, binding for the benefit and in favor of, and enforceable by Agency, its successors and assigns, and the City of Orange and its successors and assigns, against Developer, its successors and assiqnsr to or of the Property or any portion thereof or any interest therein, and any party in passessian or occupancy of said Pzoperty or portion thereof. Agency. and the City shall be deemed the beneficiaries of the covenants, canditions and restrictions of this Agreement both for and in their own rights and for the purposes of pratecting the interests of the community. The covenants, conditions, and restrictions shall run in favor of the Agency and the City, without regard to whether the Agency or City has been, remains, or is an owner of any part of the Property or interest therein. Except as Attachment No. 4 org\vs\cov.s Page 9 of 13 8-23-95 pravided in the preceding sentence, the covenants, canditions and restrictians contained in this Agreement shall not benefit nor be enforceable by any other person. 3 . Prvhibition aaainst Transfers a. Except £or a Permitted Transfer (defined below) , or as otherwise specifically permitted by this Agreement, Developer shall not assign all or any part of its interest in the Project and/or the Property, or any part thereof or interest therein, or its interest in this Agreement or any right or obligation herein, or enter into an agreement to da any of the foregaing, or accomplish any of the foregaing indirectly by changes in the ownership, manaqement or control of Developer, withaut the prior written approval of the Agency, which approval shall not he unreasonably withheld or conditianed. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate Rehabilitation of the Project pursuant to the Affordable Hvusing Agreement, to prohibit or restrict the renting for occupancy of the Units, or to prohibit Permitted Transfers. b. Without the prior written appraval of he Agency Executive Director, there shall be no material and adverse chanqe in the management of the Developer, or with respect to the identity of the parties in control of the Developer or the deqree thereof, by any method or means (other than routine and periodic changes in board membership and staffing, or as otherwise approved by the Executive Director) . Natwithstanding the foregoing, Developer shall not be in default of this subparagraph b, so lonq as Developer remains owned and contralled by Forest City Properties Corporation or another Forest City entity. c. The Developer shail promptly notify the Executive Director of any and all material and adverse changes in management or control of Develaper, of which it or any of its afficers have been notified or otherwise have knowledge or information. d. If, in violation of this Section 3, there is a significant material and adverse change in the ownership, management ar control of Developer, ar an assignment by Developer, which is not approved by the Agency Executive Director, the Agency may take such reasonable action as the Agency may deem appropriate to ensure that the purposes of this Agreement will be carried out, including withaut limiting the generality af the foregoing, terminating this Agreement and exercising any of Agency's riqhts. e. For purposes of this Agreement, the term "Permitted Transfer" means any of the followinq: i) a conveyance of a security interest in the Property or Project to. a Senior Lender, ta secure a Senior Loan, or the conveyance of tit2e to the Property or Project in connection Attachment No. 4 org vs\cov.5 page 10 Of 13 8-23-95 with a fareclosure or a deed in lieu of foreclosure of such loan; ii) (A) Subject to subparagraph {ii} (B) , below, a conveyance of the Property or Project to a limited partnership in which Developer's general partner or any other Forest City Entity is the controlling and managing general partner, or a sale back from such partnership to such general partner, or the substitution of such general partner as directed by the investor limited partner in accordance with the terms of the Developer's partnership agreement. B) Notwithstanding any provision to the contrary contained herein, any event described in subparagraph (ii) (A) shall not be deemed to be a Permitted Transfer unless the Executive Director or designee reasanably determines, which determination shall not be unreasonably withhe d, that Developer's general partner, Forest City Properties Corparation or another Forest City enti y remains, or the limited partner providing any portion of the Develaper's Equity (or such limited partner's designee) , or any other entity reasonably acceptable to the Agency's Executive Directar (which shall not be unreasonably withheld) becomes, the controlling and managing general partner of the Developer. iii) The conveyance of security interests in the Property and the Praject to FNMA in connection with the issuance of the Bonds. iv) Any other refinancing that repays a Senior Loan (referred to herein as a "Take-out Loan") , if the Agency Executive Directar reasonably determines (which determination shall not be unreasonably withheld) that the resulting loan-to-value ratio will not exceed 90 (including the Take-out Loan and the Agency Loan) , and the repayment terms of the Take-out Loan do not materially impair the Developer's ability to repay the Agency Loan. v) The leasinq for occupancy of all or any part of the Property or Project. vi) The inclusion of equity participation by Developer by transfer or addition of limited or general partners to the Developer or similar mechanism. 4. Aqency's Rights in Event of Breach. Agency shall have the right, in the event of any breach of any agreement or covenant contained herein, to exercise all applicable rights and remedies, and to maintain any actions at law or in equity or other proper proceedings to enforce the curing of such breach of agreement ar covenant. Performance of Developer's obligations pursuant to this Agreement is secured by that certain Deed of Trust and Assignment of Rents in favor of Agency, recorded concurrently with this Agreement. Attachment No. 4 org\vs\cov.s page l i of 3 8-Z3-95 5. Effect of Breach. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any permitted deed of trust or other security instrument recorded on the Property, provided, however, that, except in the case of a Senidr Encumbrance (as defined in the Affordable Housing Agreement) , any subsequent owner of the Property shall be baund by the covenants, conditions, re- strictions, limitations and provisions of this Agreement, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale ar otherwise. 6. Te m of Agreement. The covenants against discrimination set forth in subsections l.e and i.f of this Agreement shall remain in effect in perpetuity. Every other covenant and condition and restrictian contained in this Agreement shall remain in effect for the longest feasible time, but not less than 55 years from the date hereof. At any time after 55 years from the date hereof, Developer may request that Agency modify or remove all or any part of the use restrictions set forth herein. In cannection with any modification or removal of all or any part of the use restrictions, Developer will be required to demonstrate that it is no longer feasible to operate and maintain the Project in a decent, safe and sanitary manner, considering the limited rents allowed pursuant to subsection l.a of this Agreement. If Agency finds that it is necessary to modify or remove all or part of the incame and rent restrictions applicable to the dwelling units to ensure the continued operation and maintenance of the project in a decent, safe and sanitary manner, Agency shall either (a) agree to remove or modify all or part of the restrictions on tenant income and rents, as Agency may deem necessary to ensure the continued economic feasibility of the project; or (b) offer additianal financial subsidy or other assistance to the praject in an amount which will ensure the continued econamic feasibility of the project and the continuation of the income and rent restrictions. Attachment No. 4 org\vs\cov.5 page 12 af 13 8-23-95 IN WTTNESS WHEREOF, the Agency, the Developer and the Owner have signed this Agreement as of the dates set opposite their signatures. ORANGE REDEVEL PMENT AGENCY Dated:By: Executive Director ATTEST: By: Agency Clerk APPROVED AS T FORM AND LEGALITY: KANE, BALLMER & BERKMAN Agency Special Counsel By: Glenn F. Wasserman Developer" ORANGE ASSOCIATEB, a California lin ited partn r$hip By: F. C. Oranqe, inc., a California corporation, its qeneral parta r Dated:By: Gregory M. Vilkin President Owner" F. C. ORANGE, ZNC. , a Califoznia corporatian Dated•By: Gregory M. Vilkin President Attachment No. 4 ory\vs\cov.5 page 13 of 13 8-23-95 EXHIBIT "A" TO AGREEMENT CONTAINING COVENANTS (ATTACHMENT N0. 4) LEGAL DESCRZPTION OF THE PR PERTY ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF ORANGE, DESCRIBED AS FOLLOWS: LOTS 13, 14, 15, 16, 26 AND THE SOUTHERLY 7 FEET OF LOT 17 EXCEPTING THAT PORTION LYING WEST OF THE EAST LINE OF MCPHERSON ROAD SY FINAL ORDER OF CONDEMNATION RECORDED FEBRUARY 21, 1991 AS INSTRUMENT NO. 91-078842, OFFICIAL RECORDS) , OF THE G. HOWARD THOMPSON TRACT, AS SHOWN ON A MAP RECORDED IN BOaK 1 FAGE 22 OF RECORD OF SURVEYS, IN THE OFFICE THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF THE NORTH HALF OF CENTER STREET ADJOINING SAID LOTS 13 , 14, 15 AND 26, LYING HETWEEN THE CENTERLINE OF MAIN STREET AND THE EAST LINE OF FIRST STREET, ABANDONED BY ORDER OF THE BOARD OF SUPERVISORS OF ORANGE COUNTY, CALIFORNIA, A CERTIFIED COPY OF WHICH WAS RECORDED MAY 25, 1927 IN B OK 55, PAGE 60 OF OFFICIAL RECORDS. EXHIBIT "B" TO AGREEMENT CONTAINTNG COVENANTS (ATTACHMENT NO. 4} CERTIFICATION OF ELIGIBILITY Low Income Households) Part I - Generai Information 1. Project 2. Project 3 . Name of 4. Landlord's Name Lacation Len@er Name Part II - Unit Informatio 7.Unit 8. Number of 9. Monthly 10. Number of Address Bedrooms Payment Occupants Part III - Affidavit of Renter I. and I, as applicants for rental of a Low Income Unit in the above- described Project, do hereby represent and warrant as follows: A. (My/Our) adjusted income {anticipated total annual income) does not exceed sixty percent (60) of the median gross income for orange County as such income levels are estab].ished and amended from time ta time pursuant to Secticn 8 of the United States Housing Act cf 1937 and published by the State Department af Housing and Community Development in the California Administrative Code. (Z/We) understand that the applicable median grass income is $ The following computation includes all income (Ijwe) ariticipate receiving for the 12-month period beqinning on the date (I/we) execute a renta2 agreement for a Low Income Unit ar the date on which (I/we) will initially occupy such unit, whichever is earlier. Exhibit B org\vs\cert.bl pd 2 1 O f 67-26-45 g 1. For the renter and all family members include: a) amount of wages, salaries, overtime pay, commission, fees, tips and bonuses, and payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay before payroll deductions} b) net income from business or profession or rental oP property (without deduction for repayment of debts or expansian af business c) interest and dividends d) periodic receipts such as social security, annuities, pensions, retirement funds, insuranae policies, disability or death benefits, alimony, child support, regular contributions ar gifts from persons not occupying the unit e) public assistance allowance or qrant plus excess of maximum allowable for shelter or utilities over the actual ailowance for such purposes f) regular and special pay and allowances of a member of armed services (whether or not living in the dwelling) who is head of the family or spause Subtotal (a) through (f) Less: portion of above items which are income of a family member who is less than 18 years old or a full-time student Total Eligible Income Note: The following items are not considered income: casual or sporadic gifts; amounts. specifically for or in reimbursement of inedical expenses; lump sum payment such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; government benefits to a veteran for education; special pay to a serviceman continued. . . ) Exhibit B org\vs\cert.bl page 2 of 6T-26•95 2. s of the first day of occupancy of the unit which (I/we) propose to rent either (a) (I/we) am/are not an individual enrolled as a full-time student during each af five (5) calendar months during the calendar year in which occupancyoftheunitbeqinsataneducationalinstitutionwhich normally maintains a regu3ar facility and curriculum and normally has a regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional Qr farm training under the supervision of an accredited agent of such an educational organization ar of a state or political subdivision thereof or (b) if all of the occupants of the unit wiZl be individuals described in (a) , either (I/we) a/are a husband or wife entitled ta make a single return jointly of Federalincometaxes. 3 . This affidavit is made with the knowledge that it will be relied upon by the Landlord to determine maximum income for eligibility and (I/we) warran tha all information set forth in this document is true, correct and complete and based upon information (I/we) deem reliable and that the estimate cantained in paragraph 1 of this Part III is reasonable and based upon such investigation as the undersigned deemed necessary. 4. (I/We) will assist the LandlQrd in obtaining any information or documents required to verify the statements made in this Part III and have attached hereto copies of federal incame tax returns for the past two years. 5. (I/We) acknowledge that (I/we) have been advised that the makinq of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) agreement with the Landlord to rent the unit and will i continued) head of family away fzvm home and under hostile fire; foster child care payments; value of caupon allotments far purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; relocatian payments under Title II of Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; 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 Proqram, and National Volunteer Program to Assist Small Business Experience. Exhibit B org vs\cert.bt Pa e 3 O f 6zs-qs 9 additionally enable the Landlord and/ar Orange Redevelapment Agency to initiate and pursue all applicable legal and equitable remedies with respect to the unit and ta me/us. I/We) do hereby swear under penalty of perjury that the foregding statements are true and correct. Date Applicant STATE OF CALIF RNIA ) 5S. COUNTY OF RANGE On before me, personally appeared personally knawn to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed ta the within instrument and acknowledged to me that he/she/they executed the same in hisJher/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upan behalf of which the person{s) acted, executed the instrument. WITNESS my hand and official seal. Signature Exhibit B ora\vs\cert.bt page 4 of 6 z6- INCOME VERIFICATION for retired persons) The undersigned has applied for rental of a dwelling unit located in a redevelopment hausing project in the City of Orange. Every income statement of a prospective renter must be stringently verified. Please indicate below the current annual income from pension, social security, disability, or any other form of compensation received on a regular basis. PENSION INCOME SOCIAL SECURZTY DISABILITY OTHER INCOME TOTAL CURRENT INCOME I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title: Name (Print) : Employer or Other 5ource of Income: Phone Numb r: I hereby grant permission to disclose my income to the Agency and the Project Operator, in connection with my proposed rental of a dwelling unit located in their project. Signature Date Name {Print) : Please send to• Orange Development Agency Housing Division 300 East Chapman Avenue Orange, California 92666 Exhibit .B org vs eert.bl pa e 5 C f 67-26-95 g INCOME VERIFICATION for employed persons) The undersignad employee has applied for rental of a dwelling unit located in a redevelopment housing project in the City of Orange. Every incame statement of a prospective renter must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions ar any other fvrm of campensation received on a reguiar basis. ANNUAL WAGES OVERTIME BONUSES COMMTSSIONS TOTAL CURRENT INCOME I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title: Name (Print) : Employer or Other Source of Income: Phone Number: I hereby grant permission to disclose my income to the Agency and the Praject Operator, in connection with my proposed rental af a dwelling unit located in their project. Signature Date Name (Print) : Please send to• Orange Development Aqency Housing Division 300 East Chapman Avenue Orange, California 92666 Exhibit B org vs\cert.bl paqe 6 Of G7-26-95 ExxrszT c TO AGREEMENT CONTAINING COVENANTS (ATTACHMENT NO. 4) ANNUAL CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE The undersigned, being duly authorized ta execute this certificate on behalf of ORANGE ASSOCIATES (the Owner") , hereby repreaents and warrants that: 1. He/She has read and is thoraughly familiar with the provisions of the Aqreement Containinq Covenants ('Agreement") by and between the ORANGE REDEVELOPMENT AGENCY (the "AgenCy") and F. C. oRANGE, INC. , which has been assigned to the Owner, to which this certification is an attachment. 2. As of the date of this certificate, the following percentages of completed residential units of the Praject (i) are currently occupied by Low Incame Tenants (as defined in the Agreement) ; or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Low Income Tenant vacated such unit, as indicated: Occupied by Low Income Tenants: Unit Nos. : Held vacant for occupancy continuously since last occupied by Low Income Tenants: Unit Nos. : occupied by Senior Citizens and Qualified Permanent Residents Unzt Nos. : Held vacant for occupancy continuously since last occupied by Senior Citizens and Qualified Permanent Residents Unit Nos. : Exhibit C org\vs\eert.el page 1 Of 2s-z-9s ORANGE ASSOCIATES, a California limited partnership By: F. C. ORANGE, INC. , a California corporation, its general partner Dated:By: Gregory M. 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M M r 1. a DiSFAilUTlONa ltri t x wdwa'L+r!G roa t ea t u+e Me..r ess mr•u u ATTACHMENT NO. 5 PROJECT BUDGET VILLA SANTIAGO Source and Ose Statemeat All fiqure are in QOG's) SOURCES AT CLOSING Construction Loan 14,41 Initial Develaper Equity 2 5pp- Sub-total 16,919 Agency Funds 7,500 Agency Grant 3,750 Agency Loan 3,750 TOTAL $QURCES AT CLOSING 24,419 SOuRCES AT TAKE-OUT Permanent Financing Mortgage 13,500 Developer's Equity 6,000 Sub-total 19,500 Agency Funds 7,500 Agency Grant 3,750 Agency Loan 3,750 TOTAL SOURCES A TARE-OUT 27,000 Deve2oper will provide Initial Equity in the amount of 2,5oo, 00Q in cash, at the Closing, and will pledge the availability of an addit onal $3,500, 000, which will be fully funded not later than the time the Construction Loan is repaid with permanent financing proceeds. ATTACHMENT NO. 5 org\vs\budset.5 page 1 of 2 8-20-95 USES Land and Building 14,000 Building Construction 4,02 Relocation Payments 4, 500 Contingeney 400 Contractor's Fees 300 Developer's Fees/Overhead ** 513 G & A Fee ** 513 Legal, Accounting, Incurance I10 Taxes 76 Permits & Fees 50 Architectural & Engineering 77 Marketing & FFE 375 Loan Fees 765 Interest 1,297 TOTAL USES 27,000 Fee will be increased to the extent of any cost savings to a maximum of $1, 000, 000 (5) . r $3 , 125,000 to be deposited into a Relocatian Account at the time of Closing; the balance to be paid out in Rental Assis ance Payments in accordance with the final Relocation Plan, estimated to be approximately $687,500 in each of 9/97 and 9/98. ATTACHMENT NO. 5 or9\vs\budset.5 paqe 2 Of 28-20-95 ATTACHMENT NO. 6 CONDITIONS PRECEDENT TO CLOSING Prior to the time provided in the Schedule of Performance for Closing, the followinq conditions shall be satisfied: 1. Developer shall have obtained City approval of finai Rehabilitation Plans. 2. DevelQper shali deliver to the Agency the Rehabilitation Contract, or, in the alternative, the major subcontracts, as provided in Section 4 .2 of the Affordable Housing Agreement. 3 . Developer shall deliver to the Agency, and Agency shall approve, any revisians to the final Project Budget attached to the Affordable Housing Agreement as Attachment No. 5, demonstrating to the satisfaction of the Agency the availability of sufficient funds to pay all Project Costs. 4. Developer shall deliver to the Agency evidence acceptable to the Executive Director that Developer's Equity will be available to pay Project Costs, in the amount required by the final Project Budget, and that the Initial Equity is available to be funded at the Closing. 5. Developer shall deliver to the Agency a list of ail permits required for the Project, demonstratinq that a12 approvals have been obtained, and that all conditions for the issuance of all necessary permits have been satisfied (with the xception of conveyance af title, which shall accur upon the Closing, and payment of fees, which payment is provided for in the approved Project Budget) . 6. Developer shall deliver to the Agency, and the Agency shall approve, evidence of the Insurance Policies required by Section 4.7 of the Affordable Housing Agreement. 7. Developer shall deliver to the Agency the executed Agreement Containing Covenants, in recordable form, to be recorded upon tha Closing. 8. Developer shall deliver to the Agency, and the Agency shall approve, the Management Plan as provided in the Agreement Containing_Covenants. 9. Developer shall deliver to the Agency, and the Agency shall approve, the Exterior Maintenance Program as provided in the Agreement Containinq Covenants. Attachment No. 6 org\vs\cond.s Pa e 1 o f 38-23-95 g 10. Developer shall deliver to the Agency the executed Agency Promissory Note, and executed Agency Deed of Trust, in recordable form, to be recorded upon the Closing. 11. Developer shall cause to be delivered to the Agency the Assignment and Assumption Agreement, as set forth in Section 1.5(b) of the Affordable Housing Agreement. 12. Developer shall cause to be delivered ta the Agency the Guaranty, executed by Forest City Enterprises, Inc. , as set forth in Section 1.5(c) of the Affordable Housing Agreement. 13. Developer shall cause to be delivered ta the Agency the agreement reqarding subordination, as set forth in Sectian 5.9 of the Affordable Housing Aqreemeht. 14. De eloper shall cause to be delivered to the Agency any other Disbursement and Intercreditor Agreement between the Agency, the Developer and the Construction Lender. 15. A title insuranc company acceptable to the Agency shall ba prepared to issue to the Agency a lender's policy of title insurance, substantially in the same form required by the holder of the Senior Encumbrances. i6. The Agency and City Council, as the case may be, shall have taken all actions which are legally required to be taken to authorize and approve the Affordable Housing Agreement, all attachments thereto and the transactions contemplated thereby. 17. The City shall have taken all actions which ar legally required to be taken to authorize and approve the issuance of the Bonds, if applicable. 18. The Agency Executive Director shall determine that Developer is not in breach of any provisions under the Affardable Housing Agreement, or shall waive any such breach. 19. All documents required to carry out the transactions contemplated by the Affordable Hvusing Agreement shall have been duly executed, acknowledged and delivered. 20. All conditions for close of escrow for conveyance of the Property to Developer shall have been satisfied, with the exception of those canditions which shall be satisfied upon the payment of the purchase price and close of escrow. 21. All appropriate parties (including Developer, City, Agency and all Senior Lenders) , shall have approved all the terms, Attachment No. 6 org\vs\cond.5 page 2 of 3 8-23-95 conditions and pravisions of the Bond Documents, Construction Loan documents and Credit Enhancement documents, so that the combined amount of the Agency Funds, Developer's Equity and the Seniar Loans wili be sufficient to pay all Project Costs, and the City s bond counsel and underwriter shall have advised tha City that the transactian may close and the Bonds may beissued. 22 . AZ1 Bond Documents and documents relating to all the other Senior Loans shall have been duly executed, acknowledged and delivered. Attachment No. 6 org\vs\cond.s Page 3 of 3s-za-os ATTACHMENT NO. 7 PROMI8SORY NOTE TO T8E ORANGE REDEVELOPKENT AGENCY VILLA SANTIAGO) 2% Orange, California 3,750, 000 1995 FOR VALUE RECEIVED, OR,ANGE ASSOCIATES, a California limited partnership ("Developer"} , hereby promises to pay to the RANGE REDEVEL PMENT AGENCY ("Agency") , a public body, corporate and politic, or order, a principal amount af THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS and Nn/100 Cents {$3,750,OOQ) ar so much thereof as may be advanced by the Agency ta the Developer pursuant to the Affordable Housing Agreement dated on or about the date hereof, between the Developer and the Agency (the "Loan Agreement") . The obligation of Developer to Agency hereunder is subject to the terms of the Laan Agreement, this Nate, an Agreement Containing Covenants dated on or about the date hereof, and a Deed of Trust dated on or about the date hereof and given by Developer to Agency for the purpose of securing this Note and certain other obligations. Said documents are public records on file in the affices of Agency, and the provisions of said documents are incorporated herein by this reference. The Developer shall pay interest at the rate, in the amount and at the time hereinafter provided. 1. Definitions. Any capitalized term not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. In addition, the following terms shall have the follawing meanings: Aaency Funds" shall mean the portion of the Saurces consisting of the Agency Grant and the Agency Laan. Agencv Grant" shall mean that portion of the Agency Funds othEr than the Agency Loan, equal to the sum of $3,750,00, to be paid to F. C. Orange, Inc. , as a grant, to be used to pay a portion of the Project Costs in accordance with this Agreement. Agency Loan" shall mean that portion of the Agency Funds fox the Project equal to $3,750, 000, to be used tc pay a portion af the Project Costs, evidenced by this Note. Annual Financial Statement" shall mean the financial statement of Revenue and Operating Expenses for the Project, prepared at the Developer's expense, by an independent certified orglvs\note.4 page 1 Of 13 8-23-95 public accountant reasonably acceptable to the Agency, which shall form the basis for determining the Residual Receipts. Bonds" shall mean the bonds to be issued by the City of Orange for the Project, as describad more fully in Section 2 .2 of the Loan Agreement. Closina" shall mean the paint in time when the Bonds are issued by the City, the Construction Loan is made and Developer closes escro to acquire the Property. Constructian Loan" shall mean construction period financing in an amount that is anticipated not ta exceed approximately $14,400,000, to be obtained by Developer at the Closing (the maker of such loan to be referred to as the Construction Lender") , and to be secured by a deed af trust that is senior and superior to the Deed of Trust securing the Agency Loan. Credit Enhancement" shall mean the Washington Capital Permanent Loan Commitment and Fannie Mae Mortgage Backed Security/Delegated Underwriting and Servicing Bond Credit Enhancement, or other similar financing mechanism, providing for the commitment of the F'NMA, to be issued at the Closing to pravide security for and facilitate the issuance of the Bonds. Developer's EQuity" shall mean any funds expended by Developer to pay Project Costs (as defined in the Loan Agreement) , other than the Agency Funds and the proceeds of a Senior Loan. Developer's Preferred Return" shall. mean a ten percent 10} internal rate af return, calculated as a return af Developer's Equity plus a cumulative annuai amount equal to ten percent (10) of the Developer's Equity. FNMA" ar "Fannie Mae" shall mean the Federal National Mortgage Association. Forest City Entity" shall mean any corparation that is a wholly-owned subsidiary o€ Forest City Enterprises. Limited Pa ner Capital Contributions" shall mean the equity to be provided by the limited partners of the Developer. Net Proceeds" shall mean the proceeds of a sale, transfer or refinancing (other than the one time refinancing of the Construction Loan, but only to the extent the refinancing does not exceed the Iesser of the principal amount af the Construction Loan or the unamartized balance of the Construction Loan on the date af org vs note.4 page 2 Of 135-23-95 such ref inancing, unless a refinancing in excess of the principal amount of the Construction Laan or the amortized balance of the Construction Loan on the date of such refinancing is expressly approved by the Agency) , less the reasonable costs af the transaction, repayment in full of the Primary Loan and payment of the Developer's Preferred Return. O eratin Ex enses" shall mean actual, reasonable and customary costs, fees and expenses directly attributable to the operation, maintenance, taxes and management of the Property, expressly including, without limitation: payment of principal and interest, all periodic fees and costs attributable to any Construction Loan and the Primary Loan; onsite administrative costs including salaries and benefits) ; maintenance costs (includinq materials and labor) ; reasanable payments to a reserve account; painting, cleaning, repairs and alterations; landscaping; utilities; rubbish removal; certificates, permits and licenses; sewer charges; real and persanal property taxes and assessments; insurance; security; advertising, pramotion and publicity; office, janitorial, cleaning and building supplies; cabZe television, satellite and similar facilities; recreatianal amenities, supplies and services; reasanable management fee; purchase, repair, servicing and instaliatian af appliances, equipment, fixtures and furnishings (other than from reserves) ; fees and expenses of accountants, attorneys, consultants and other professionals, includinq annual audits and tax return preparation costs payable to a third party; and the amortized value of tenant improvements. The calculation af Operating Expenses shall be subject to the reasonable approval of the Agency. Primary Loan" shall mean the portion of the permanent financing to be provided tv Developer out of the Bond Proceeds, or other sources of permanent financing by one or more lenders (each sueh lender to be referred to as a "Primary Lender") in an amount that is anticipated not to exceed $13, 500,000 including any loan that refinances the Construction Loan, that is secured by a deed of trust that is senior and superior t the Deed of Trust securing the Agency Loan. Residual Receipts' shall mean the Revenue, less Operating Expenses, calculated on a calendar year basis. All calculations of Residual Receipts shall be subject to verification and reasonable approval by the Agency. Revenue" shall mean the gross rental incame from the Property, and any other income to the Developer derived from the ownership, operation and manac ement of the Property. org vs\note.4 Page 3 of 138-23-95 Transfer" shall have the meaning set forth in Section 9 of this Note. Washinaton Capital" shail mean Washington Capital DUS, Inc. 2 . This Note evidences the obligation of the Develaper to the Agency for the repayment of $3,750, 000 of funds loaned ta the Develaper by Aqency p.ursuant to the Loan Agreement. 3 . This Note is payable at the principal office of Agency, 300 East Chapman Avenue, Orange, California 92666-1591, or at such other place as the holder hereaf may inform the Developer in writing, in lawful money of the United States. 4. This Note shall be secured by the Deed of Trust. 5. This Note shall accrue simple intere t at the rate of two percent (2) per annum on the principal amount outstanding, from the date of disbursement, payable as provided in Section 8, below. 6. The unpaid principal balance of this Note and all accrued but unpaid interest shall be due and payable on the earliest to occur of the following (the earliest of which shall be referred to herein as the "Principal Payment Date") : a) thirty (30) years from the date of recordation of the Deed of Trust; b) the date the Property or any partion thereof or interest therein is sold, transferred, assigned or refinanced, without the prior wr5.tten approval of the Agency, except as otherwise permitted in this Note; or c) the date on which there is a Defau2t by the Developer under the terms of this Note, the Deed of Trust, the Loan Agresment, the Agreement Containing Covenants, or any deed of trust or other instrument securing the Constructian Loan, the Bond Proceeds or other Primary Loan, which is not cured within the respective time period provided herein and therein. 7. No payments of principal shall be due and payable until the Principal Payment Date, as provided in Section 6, above. 8. Interest shall be due and payable as follows: a) When the full original principal amount of the Agency Loan is outstanding, annual interest shall equal $75,000 per org vs\note.4 page 4 Of 13 8-23-95 year. Otherwise, interest shail be calculated on the actual amount outstanding. Developer shall pay interest annually as provided in subdivision (b) or (d) , below. b} Annually, commencing 120 days after the end of the calendar year in which the Closing occurs, Developer shall pay to the Agency a portion of the interest currently due for the previous fiscal year, equal to one-half percent per annum (0. 5) on the outstandinq principal balance. For example, when the full original principal amount of the Agency Laan is outstanding, the interest payable pursuant to this subdivisian (b} shall equal $18,750. c) Except as provided in subdivision (b) , until Develaper has received the Developer's Preferred Return, calculated as set forth in subdivision (e) (ii) , below, interest shall accrue and be deferred (not compaunded) until the Principal Payment Date described in Section 6, above} . All such acarued but unpaid interest shall be due and payable in full on the Principal Payment Date, concurrently with payment of the principal amount of the Agency Loan. d) Beginning with the fiscal year in which Developer has received the Developer's Preferred Return, Developer shall pay the ful3 amount of interest currently due for the previous fiscal year, but only to the extent of fifty percent of the Residual Recaipts for the year in question. Any unpaid interest shall accrue and be deferred (not compounded) until the Principal Payment Date (described in Section 6, above) . All such accrued but unpaid i.nterest shall be due and payable in full an the Principal Payment Date, concurrently with payment of the principal amaunt of the Aqency Loan. e) The following procedures shall apply for purposes of this Section 8: i) Annually, not later than 120 days after the end of the fiscal year, beginning the first fiscal year in which Developer receives any Revenue, Developer shall submit to Agency an Annual Financial Statement for the preceding fiscal year, prepared by a certified public accountant reasonably aceeptable to the Agency, determining the amount of Residual Receipts, if any, generated in that year, and computi,ng the cumulative amaunt of Residual Receipts paid ta Developer throuqh the fiscal year in question. The Agency shall review and approve such Annual Fin ncial Statement, or request revisions, within 30 days after receipt. In the event as the result of the Agency's review of the statement, there is an increase in the amount of any payment due and payable to Agency (as the result, for example, of a determinatian that the actual amount of Residual Receipts exceeds org vs\note.4 p ge 5 Of 138-23-95 the amount of Residual Receipts shown in the Annual Financial Statement submitted by Developer) , as provided in subdivision (d} , above, Developer shall promptly pay to the Agency the difference, with interest, from the date an which such payment was due, at the rate af one percent {ls) over the Prime Rate announced by Hank of America, but in any event within ten (10) days of notice of such increase. ii) Within ane hundred twenty (120) days following completion of the Rehabilitation required by the Loan Agreement, Developer shall provide to the Agency a cost certification (the Cost Certification"j , prepared by a certified public accountant reasonably acceptable tv the Agency, setting forth ha final Project Costs and the sources of payment thereof, including the final amount of Developer's Equity actually expended. The Agency shall review and approve such Cost Certification, or request revisions, within 30 days after receipt. The calcuiation of the Developer's Preferred Return shall be based on the amount of Developer's Equity set forth in the Cost Certification approved by Agency. f) All payments to the Agency shall be applied first to accrued interest, and then to current interest, then to reduce the principal amount owed. 9. (a) Prior to the repayment in full of the Agency Loan, the Developer shall not assign or attempt to assign the Loan Agreement or any right therein, nor make any total or partial sale, transfer, conveyance or assignment af the whole or any part of the Property, the Project thereon, ar any partion thereof or interest therein (referred to hereinafter as a "Transfer") , without prior written approval of the Agency, except as atherwise permitted in this Note. Consent to one such transactian shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Agency shall not unreasonably withhald or delay its consent. If consent should be given, any such transfer shall be subject to this Section 9, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions cantained herein, subject to the provisions of subsection 9 (e) (iii) , below. b)Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by the Ag ncy, to fulfill the obligatians undertaken by Developer in the Loan Agreement, the Agreement Containing Cavenants and this Note. Any such proposed transferee, by instrument in writing satisfactory to the Agency and in farm recordab2e among the land records of oranga County, for itself and its successors and assigns, and for the benefit of the org\vs\note.4 page 5 Of 13 8-23•95 Aqency shall expressly assume all of the vbligations of the Developer under the Loan Agreement and the Agreement Containing Covenants, and agree to be subject to all conditions and restrictions applicable ta the Developer in this Note, subject to the provisions of subsection 9 (e) {fii) . There shall be submitted to the Agency for review all instruments and other legal documents propased to effect any such transfer; and if approved by the Agency its approval shall be indicated to the Developer in writing. c) In the absence of specific written aqreement by the Agency, no unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Developer or any other party from any obligations under the Laan Agreement. d) In the event of a Transfer prior to the time the Agency Loan is paid in full without the priar written consent of the Agency, the net proceeds (after repayment in full of the Primary Laan, but before calcuiation of Developer's Preferred Return) , shall be paid to the Agency to the extent necessary to pay in full the accrued interest, if any, current interest and remaining principal balance of the Agency Loan. e) (i) As used herein, "Transfer" includes the sale, agreement ta sell, transfer or conveyance of the Property, the Project, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the executian af any installment land sale contract or similar instrument affecting all ar a portion of the Property or Project, or the lease of all or substantially all of the Froperty or Project, except as provided in subparagraph (e) (iii) af this Section 9, below. ii) Transfer" shall also include the transfer, assignment, hypothecation or conveyance af legal or beneficial ownership of any interest in Developer other than to an affiliate or other Forest City Entity, or any conversian of Developer to an entity form other than that of Developer at the time of execution af the Loan Agreement, except that a cumulative change in ownership interest of any partner of forty-nine percent 49) or less shall not be deemed a "transfer" for purposes of this Nate. iii) Notwithstanding paragraphs {ij and (ii) , Transfer" shall not include any af the following Permitted Transfers: Aj a conveyance of a security interest in the Property or Project to a Senior Lender, to secure a Senior Loan, or the conveyance of title to the Property or Project in org\vs\note.4 page 7 Of 13 8-23-95 connection with a foreclosure or a deed in lieu of foreclosure of such loan; B) (1) 5ubject to subparagraph (B) (2) , below, a conveyance of the Property or Project to a limited partnership in which Developer's general partner or any other Forest City Entity is the controlling and managing general partner, or a sale back from such partnership to such general partner, or the subs itution of such general partner as directed by the investor limited partner in accordance with the terms of Developer's partnership agreement. 2) Notwithstanding any provision tothecontrarycontainedherein, any event described in subparagraph B) (1) shall not be deemed to be a Permitted Transfer unless the Executive Director ar designee reasonably determines, which determination shall not be unreasonably withheld, that Developer's general partner, Forest City Properties Corpor tion or another Forest City entity remains, or the limited partner providing any portion of the Developer's Equity (or such limited partner's designee) , or any other entity reasonably acceptable to the Agency's Executive Director (which shall not be unreasanablywithheld) becomes, the c ntrolling and managing general partner of the Developer. C) The conveyance of security interests in the Property and the Praject to FNMA in connection with the issuance of the Bonds. D) Any other refinancing that repays a Senior Loan (referred to herein as a "Take-out Loan") , if the resulting laan-to-value ratio will not exceed 90$ (including the Take-out Loan and the Aqency Loan) , and the repayment terms of the Take-out Loan do not materially impair the Developer's ability to repay the Agency Loan. E) The leasing for occupancy of all or any part of the Property or Project. F} The inclusion of equity participatian by Developer by transfer or addition of limited or general partners to the Developer or similar mechanism. f) The Agency shall not unreasonably withhold, condition or delay its approval of any matter for which its approval is required hereunder, and such matter shall be deemed approved unZess the Agency provides to Developer its written disapproval within thirty (30) days after receipt of a request for org vs\note.4 pa e 8 Of 138-23-95 approval, pravided Developer includes with its request, a written notice, in capitai letters, stating as follows: NOTICE: PURSUANT TO SECTION 9 OF THE PROMISSORY NOTE, FAILURE BY THE AGENCY TO APPROVE OR DISAPPROVE THE MATTER SUBMITTED WITH THIS REQUEST WITHIN 30 DAYS SHALL BE DEEMED AN APPRQVAL. Any disapproval shall be in writing and contain the Agency's reasans for disapproval 10. The Agency funds advanced or to be advanced hereunder are provided by Agency s Low and Moderate Income Housing Trust Fund. Accordingly, Developer agrees for itself, its successars and assigns, that the use of the property shall be subject to the restrictions on rent and occupancy set forth in the Loan Agreement, and in the Agreement Containing Cavenants. 11. The obligation to repay the Agency Loan is a nonrecourse obligatian of the Developer and its partners. Neither the Developer nor any of its general or limited partners, nor any other party, shall have any personal liability for repayment of the loan. The sole recourse of the Agency shall be the exercise of its riqhts against the Property and the Project and any related security for the Agency Loan. Notwithstanding the foregoinq, Agency may recover directly from Developer nr any other party: a) any damages, costs and expenses incurred by Aqency as a result of fraud or any criminal act or acts of Developer or any partner, shareholder, officer, director or emplayee of Developer or of any general or limited partner of Developer; b) any damages, costs and expenses i.ncurred by Agency as a result of any misappropriation of funds provided far the acquisition, relocatian of occupants from, or rehabilitatian 4f the Project, as described in the Loan Agreement, rents and revenues from the operation of the Project, or proceeds of insurance policies or condemnation proceeds; c) any and all amounts owing by Developer pursuant to Developer's indemnification regarding Hazardous Substances pursuant to the Loan Agreement; and d} a.l court costs and attorneys' fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptions (provided that Agency shall pay Developer's reasonable court costs and attorneys' fees if org\vs\note.4 page 9 Of 13 8-23-95 Developer is the prevailing party in any such enforcement or callection acti n} . 12. Developer waives presentment for payment, demand, protest, and notices of dishonar and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of any extension or extensions of the time of payment or of any duedaeunderthisNote, in whole or in par.t, whether before or after maturity and with or without notice. Developer hereby agrees to pay all costs and expenses, including reasonable attorney's fees, which may be incurred by the holder hereof, in the enforcement of this Note, the Deed of Trust or any term or provision of either thereof. 13 . Upon the failure of Developer to perform or observe any other term ar provision of this Note, or upon the occurrence of any event of default under the terms of the Deed of Trust, the Loan Agreement or the Agreement Containing Covenants, the holder may exercise its rights or remedies hereunder or thereunder. 14 . (a) Subject to the extensions of time set forth in Section 15, and subject to the £urther provisions of this Section 14, failure or delay by Developer to perform any material term or provision of this Note, the beed of Trust, the Loan Agreement or the Agreement Containing Covenants constitutes a default under this Note. b) Ac}ency shall give written notice of default to Developer, specifying the default complained of by the Agency. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. c) Any failures or delays by Agency in asserting any of its rights and remedies as to any default shall not operate as a wai,ver of any default or of any such rights or remedies. Delays by Agency in asserting any of its riqhts and remedies shall not deprive Agency of its right to institute and maintain any actions or proceedings which it may deem necessary to protec, assart, or enforce any such rights or remedies. d) If a monetary event of default occurs under the terms of this Note or the Deed of Trust, prior to exercising any remedies hereunder or thereunder Agency shall give Developer written notice of such default. Devel per shall have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by Agency under this Note and/or the Deed of Trust. In no event shall Agency be precluded from exercising remedies if its security becomes or is about to become materially impaired by any failure to cure a default Qr the org vs\note.4 Page 10 Of 138-23-95 default is nat cured within ten (10} days after the notice of default is first given. e) If a non-monetary event of default occurs under the terms of the Loan Agreement, this Note, the Deed of Trust, the Agreement Containing Covenants or any dacument implementing the Loan Agreement, prior to exercising any remedies hereunder or thereunder, Agency shall give Developer notice of such defauit. If the default is reasonably capable of being cured within thirty (30) days, Developer shall have such period to effect a cure prior to exercise of remedies by the Agency under the Laan Agreement, this Note and/or the Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30} days, and Developer (i) initiates corrective action within said period, and ii) diligently and in gocd faith works to effect a cure as soon as possible, then Developer shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Agency. If Developer fails to take corrective action or cure the default wi hin a reasonable time, the Agency shall give Developer and, as provided in paragraph (f) , below, the limited partner of Developer notice thereof, whereupon the limited partner of Developer may remove and replace the general partner with a substitute general partner, who shall effect a cure within a reasonable time thereafter in accordance with the foregoing provisions. The Agency agrees to accept cures tendered by the limited partner af Developer within the cure periods provided in this Note or within the time periods provided in Civil Code Sectian 2924c, whichever is longer. Additionally, in the event the limited partner of Developer is precluded from curing a non-monetary default due to an inability to remove the general partner as a result of a bankruptcy, injunction, or similar proceeding by or against Aevelaper or its general partner, the Agency agrees to forbear from completing a foreclosure (judicial or nonjudicial) during the period during which the limited partner of Developer is so precluded from acting, not to exceed 180 days, provided such limited partner is otherwise in compliance with the foregoing provisions. In no event shall Agency be precluded fram exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ane hundred eighty (180) days after the notice of default is first given. f) After Developer gives written notice to Agency that the investor limited partner has been admittad to the Developer, Agency shall send to the limited partner a copy of all notices af default and all other noticas that Agency sends to Developer, at the address for the limited partner as provided by written notice to Agency by Developer. org vs\note.4 page 11 of 13 8-23-95 15.Notwithstanding specific provisions of this Note, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmentai restrictions or priority; litigation, including litigation challenging the validity of this transaction or any element thereof; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractar, or suppliers; acts of the other party; acts or failure to act of the Agency or any other public or governmental agency or entity (except that acts or failure to act of the Agency shall not excuse performance by the Agency) ; or any o her causes beyand the control or without the fault of the party claiming an extension of time to perform. Natwithstandinq the foregoing, none of the foregoing events shall constitute a Force Majeure Event unless and until the party claiming such deiay and interference delivers to the other parties written notice describing the event, its cause, when and how such party obtained knowledqe, the date the event commenced, and the estimated delay resulting therefrom. Any party claiminq a Force Majeure Delay shall deliver such written notice within fifteen (15) days after it obtains actual knowledge af the event. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. Times of perfarmance under this Note may also be extended in writing by the mutual agreement of the Executive Director, and Developer. 16. If the rights created by this Note shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the remaining obligations shall be completely performed and paid. 17. The Deed of Trust securing this Note shall be subordinate and junior during the construction period to the Construction Loan deed of trust in favor of Union Bank, the deed of trust in favor cf FNMA and the Regulatory Agreement executed in connection with the Bonds; following reconveyance af the Construction Loan deed of trust, the Deed of Trust securing this Note wili remain subordinate and j unior to the deed of trust in f avar of FNMA or other permanent Primary Laan permitted by this Note. 18 . Developer shall have the right to prepay the obliqation evidenced by this Nate, ar any part thereof, without penalty. org\vs\note.4 page 12 Of 13 8-23-95 IN WI NESS WHEREOF Developer has executed this Note as o€ the day and year set forth above. ORANGE ASSOCIATES, a CaliforniA limited partnership By: F. C. ORANGE, INC. , a California corparation, its general partner Dated: By: Gregory M. Vilkin President org\vs\note.4 Page 13 Of I3 8-23-95 ATTACHMENT NO. 8 OFFICIAL BUSINESS Document entitled to free recarding per Gvvernment Code Sectian 6103 Recordzng Requested by: ORANGE REDEVELOPMENT AGENCY When Recorded Return to: orange Redevelopment Agency 300 E3st Chapman Avenue Orange, California 92666-1591 efa Agency Clerk SPACE ABOVE THIS LINE F R RECOR ING USE DEED OF TRUST, SECURITY AGAEEMENT AND FIXTURE FILZNG ITH ASSIGNMENT OF RENTS AND LEASES) This Deed of Trust, Security Agreement and Fixture Filing With Assignment of Rents and Leases) s made as of 1995, by ORANGE ASSOCIATES, a California limited partnership (hereinafter referred to as "Developer") , and F.. C. ORANGE, INC. , a California corporation (hereinafter referred tv as wnar") , whase address is 949 South Hope Street, Los Angeles, California 90015-OOlU (collectively, the "Trustors") , to Commonwealth Land Title Insurance Company, a California corporation hereinafter called "Trustee") , whase address is 888 West 6th Street, Los Angeles, California 90017, for the benefit af ORANGE REDEVELOPMENT AGENCY, a public body corporate and politic hereinafter called "Beneficiary") , whose address is 300 East Chapman Avenue, Orange, California 92666-1591. Witnegsetb:That Trustors IRREVOCABLY GRANT, TRANSFER AND ASSIGN ta Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RZGHT F ENTRY AND POSSESSION the followinq property (the "Trust Estate") : a) That certain real property in the City af Orange, County of Orange, State of California more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof (such reaZ property is hereafter referred to as the Subject Property") ; b) All buildings, structures and other improvements now or in the future located or ta be constructed on the Subj ect Praperty (the 'Improvements) ; org vs\dot.4 page 1 af 138-23•95 c) all tenements, hereditaments, appurtenances, privileges, franchises and other rights and interests now or in the future benefiting or atherwise relating to the subject Property or the Improvements, includinq easements, rights-of-way, development rights, mineral rights, water and water rights, pumps and putnping plants and all shares af stock evidencing the same (the Appurtenances') . (The Appurtenances, together with the Subject Property and the Improvements, are hereafter referred ta as the Real Property") ; e) subject to the assignment to Beneficiary set forth in Paragraph 10 below, all rents, issues, income, revenues, royalties and profits now or in the future payable with respect to or otherwise derived from the Trust Estate or the ownership, use, management, aperation leasing or oocupancy of tha Trust Estate, including those past due and unpaid (the "Rents') ; f} all present and €uture right, title and interest of Trustors in and to all inventory, equipment, fixtures and other goads (as those terms are defined in Division 9 of the California Uniform Commercia2 Code (the "UCC") , and whether existing now ar in the future) now or in the future located at, upon or about, or affixed or attached to or installed in, the Real Property, or used or to be used in connection with or otherwise relating to the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing vr occupancy af the Real Property, including furniture, furnishings, machinery, appliances, building materials and supplies, generators, boilers, furnaces, water tanks, heating ventilating and air conditioning equipment and all ather typ s of tangible personal property af any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property (the "Goods, " and together with the Real Property, the Property") ; and g) all present and future right, title and interest of Trustors in and to all accounts, general intangibles, chattel paper, deposit accounts, money, instruments and documents as those terms are defined in the UCC) and all other agreements, obligations, rights and wri.tten material (in each case whether existing now or in the future} now or in the future relating to or otherwise arisinq in connection with or derived from the Property or any other part of the Trust Estate or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing, accupancy, sale or financing of the property or any ather part of the Trust Estate, including (to the extent applicable to the Praperty or any other portion af the Trust Estate) (i) permits, approvals and ather governmental authorizations, {ii) impravement plans and specifications and architectural drawings, (iii) agreements with cantractors, subcontractors, suppliers, project managers, supervisors, org\vs\dot,4 page 2 af 138-23-45 designers, architects, engineers, sales agents, leasing agents, consultants and property managers, (iv) takeout, refinancing and permanent loan commitments, (v) warranties, guaranties, indemnities and insurance policies, together with insurance payments and unearned insurance premiums, (vi) claims, demands, awards, settlements, and other payments arising or resulting fram or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on ar taking, condemnation (or conveyance in lieu of condemnation} or public use of any of the Property, (vii) license agreements, service and maintenance agreements, purchase and sale agreements and purchase vptions, together with advance payments, security deposits and other amounts paid to or deposited with Trustors under any such agreements, viii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other rights to the payment of money, trade names, trademarks, goodwiXl and all ather types on intangible personal property of anykindornature, and (ix) all supplements, modifioations, amandments, renewals, extensions, proceeds, replacements and substitutions of or to any of such property (the "Intangibles") . Trustors further grant to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustors in and to all Goods and Intangibles and all of the Trust Estates described above in which a securi yinterestmaybecreatedundertheUCC (collectively, the "Personal Property") . This Deed af Trust constitutes a security agreement under tbe UCC, canveyinq a security interest in the Personal Property ta Trustee and Beneficiary. Trustee and Beneficiary shall have, in addition tQ all riqhts and remedies provided herein, all the rights and remedies of a "secured party" under the UCC and other applicable California law. Trustors covenant and agree that this Deed df Trust constitutes a fixture filing under Section 9313 and 9402 {6) of the UCC. FOR THE PUItP08E OF SECURING, in such arder of pziority as Beneficiary may elect, the following: (1) due, prompt and complete observance, performance and discharge of each and every condition, obligation, covenant and agreement contained herein or contained in a promissory note executed by Developer of even date herewith (the Note") ; the Affordable Housing Agreement dated on or about the date hereof (the "Loan Agreement" or "Agreement") , between Developer ("Developer" therein) and Beneficiary ("Agency" therein) ; and the Agreement Containing Covenants (Including Rental Restrictions) between Trustars (Developer" and "Owner" therein) and Beneficiary ("Agency" therein) , recorded concurrently herewith Covenants") ; and (2) payment of indebtedness of the Trustor to the Beneficiary in the principal sum of THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS and No/100 cents ($3,?50,000) or so much thereof as shall be advanced, evidenced by the Note, with interest, according to the terms of the Nete. Said Note, Loan Agreement and Covenant (collectively "Secuzed obligations") and all of their org\vs dot.4 pa E 3 Of 138-23-95 g terms are incorporated herein by reference and this conveyance shall secure any and all extensians, amendments, modificativns or renewals thereof hawever evidenced, and additional advances evidenced by any note reciting that it is secured hereby. Following the repayment in full af the Agency Loan evidenced by the Note, this Deed of Trust shall continue to secure performance of the Covenants. AND TO PROTECT THE SECURITY F THIS DEED OF TAUST, TRUSTOAS COVENANT AND AGREEs l. That it will pay the Note at the time and in the manner provided therain, and perform the obligations of Developer as set forth in the Laan Agreement and Cvvenants at the time and in the manner resgectively provided therein; 2 . That it will nQt permit or suffer the use f any of the property for any purpose other than the use fvr which the same was intended at the time this Deed of Trust was executed; 3 . That the Secured obligations are incorporated in and made a part of the Deed of Trust. Upon default of a 5ecured Obligation, and after the giving of natice and the expiration of any applicable cure period, the Beneficiary, at its aption, may declare the whole of the indebtedness secured hereby to be due and payable. 4. That all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary far the purpose of discharging the debt hereby secured. Permission is hereby given to Trustors so long as no default exists hereunder after the giving of notice and the expiration of any applicable cure period, to collect such rents, profits and income for use in accordance with the pravisions of the Loan Agreement. 5. That upon default hereunder or under the aforementioned agreements, and after the giving of notice and the expiration of any applicable cure period, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the property described herein and aperate same and collect the rents, profits and income therefrom; 6. That the Trustors will keep the improvements naw existinq or hereafter erected on the deeded property insured against loss by fire and such other hazards, casualties, and contingencies as may reasonably be required in writing from time to time by the Beneficiar, and all such insurance shall be evidenced by standard fire and extended caverage insurance policy ar poliaies. In no event shall the amounts of coverage be less than I00 percent of the insurable value of the Property. Such policies shall be sndorsed with standard mortgage clause with loss payable to the Beneficiary org vs\dot.4 Page 4 af 13 e-23-95 and certificates thereof tagether with copies of original policies shall be deposited with the Beneficiary; 7. To pay, at least l0 days befare delinquency, any taxes and assessments affecting said Property including assessments on appurtenant water stock; to pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part thereo€ which appear to be priar or superior hereto; and to pay all costs, fees, and expenses of this Trust. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustors shall not be required to pay and discharge any such tax, assessment, charge or levy sa long as Trustors are contestinq the legality thereof in gaod faith and by appropriate proceedings, and Trustors have adequate funds to pay any liabilities contested pursuant to this section 7. 8. To keep said property in good condition and repair, subject to ordinary wear and tear, casualty and condemnation, not to remove or demolish any buildings thereon; to complete or restora 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 perfarmed and materials furnished therefor; to comply with all laws affecting said property ar requiring any alterations or improvements to be made thereon (subject to Trustors' right ta cantest the validity or applicability of 2aws or regulations) ; not to commit or ermit waste thereof; not to commit, suffer or permit any act upon said property in violation of law and/or covenants, conditions and/or restrictions affecting said property; not to permit or suff r any material alteration of or addition ta the buildings or improvements hereafter canstructed in or upon said property without the consent of the Beneficiary; 9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights ar powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and reasonable attorney's fees in a reasonable surn, in any such action or praceeding in which Beneficiary or Trustee may appear; I 10. Should Trustors fail, after the giving of notice and the expiration of any applicable cure period, to make any payment or do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to ar demand upon Trustors and without releasing Trustars from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Follawing default, after the giving of notice and the expiration of any applicable cure period, Beneficiary ar Trustee being authorized to enter upon said property far such purposes, may commence, appear in andJor defend any actian ar praceeding purporting to affect the securit hereof or the rights or pawers of eeneficiary or Trustee; may pay, purchase, contest, ar compromise any encumbrance, charqe, org vs\dot.4 Page 5 of 138-23-95 or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his reasonable fees; il. The Beneficiary shall have the right to pay fire and ather property insurance premiums when due should Trustors fail to make any required premium payments. All such payments made by the Beneficiary shall be added to the principal sum secured hereby; 12 . Ta pay immediately and withaut demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditure at the rate specified in the Note 13 . That the funds to be advanced hereunder are to be tzsed in accordance with the Loan Aqreement; and upon the failure of the Trustors, after the giving af notice and the expiration of any applicable cure period, to keep and perform all the covenants, conditions, and agreements of said Loan Agreement, the principal sum and all arrears of interest, and other charges provided for in th Note shall at the option of the Beneficiary of this Deed of Trust become due and payable, anything contained herein to the contrary notwithstanding; 14 . The Trustors further covenant that they will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien ar liens except as authorized by Beneficiary and further that it will keep and maintain the praperty free from the claims of all persQns supplying labar or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. lvatwithstanding anything to the contrary eontained in this I7eed of Trust, Trustors shall not be obligated to pay any claims for labor, materials or services which Trustors in gvod faith dispute and are diligently contestinq, provided that Trustars shall, at Beneficiary's written request, within thirty {30) days after the filing of any claim or lien (but in any event, and without any requirement that Beneficiary must first pravide a written request, prior to foreclosure) record in the Office of the Recorder of Orange County, a surety bond in an amount one-and-one- half (ls) times the amount of such claim item ta protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary; 15. That any and all improvements made or about ta be made upon the premises, covered by the Deed of Trust, and all plans and specifications, comply with all applicable municipal ordinances and regulations and all other applicable regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completian camply with all such municipal ordinances and regulations and with the rules of the applicable f ire rating or inspection orqanization, bureau, association or office; org\vs\dot.4 p g 6 Of 138-23-95 16. Trustors herein agree to pay to seneficiary or to the authorized loan servicing representative af the Beneficiary a reasonable charge for providing a statement regardinq the obligation secured by this Deed of Trust as provided by Section 2954, Article 2 , Chapter 2 Title 14, Division 3 , of the California Civil Code. IT IS MUTUALLY AGREED THATs 17. Should the property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaqed by fire, or earthquake, or in any other manner, subject to the rights of any Primary Lender, the Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor which are not used to recanstruct, restore or otherwise improve the preperty or partthereafthatwastakenordamaged, and shall be entitled at its optian to commence, appear in and prosecute in its own name, any action or proceedings, or ta make any compromise or set lement, in cennection with such taking or damage. Subject to the rights vf any Primary Lender, all such compensation, awards, damages, rights of action and proceeds which are not used ta reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, including the proceeds of any policies oP fire and ather insurance affecting said property, are hereby assigtted to the Beneficiary. After deducting therefrom all its expenses, including attorney s fees, the balance of the proceeds which are net used to reconstruct, restore or otherwise improve the property ar part thereof that was taken or damaged, shall be applied to the amount due under the Note secured hereby. No amount applied to the reduction of the principal shall relieve the trustar from making regular payments as required by the N te; 18 . Upon default by Trustors in making any payments provided for herein vr upon default by Developer in making any payment required in the Nate secured hereby, and if such default is not made good prior to the due date of the next such installment, ar if Trustors shall fail to perform any cavenant or agreement in this Deed of Trust within 30 days after written demand therefar by Beneficiary (or, in the avent that more than 30 days is reasonably required to cure such default, shauld Trustors fail to prQmptly commence such cure, and diliqently prosecute same to completion) , after the giving of notice and the expiration of any applicable cure period, the Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration af default and demand for sale, and of written notice df default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed far record and the Beneficiary may foreclase this Deed of Trust. Beneficiary shall also depasit with Trustee this Deed, the Note and all documents evidencing expenditures secured hereby; orQ vs doc.4 Pa e 7 of 138-23-95 g 19. After the lapse of such time as may then be required bylawfallowingtherecardationofsaidnoiceafdefault, and notice of sale having been given as then required by law, Trustee, without demand on Trustors, shall sell said property at the time and place fixed by it in said notice of saie either as a whole or in separate parcels, and in such order as it may determine at public auction ta the hiqhest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portian of said property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by .public announcement at the time and place of sale, and from time to time thereafter may pastpone the sale by public annauncement at the time fixed by the preceding postponement. Trustee shall deliver ta the purchaser its Deed conveyinq the pr perty so sald, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustors, Trustee or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this trust includinq therein reasonable Trustee's fees or attorney's fees for conducting the sale, and the actual cost of publishing, recording mailing and posting notice of the sale; (2) the cast of any search and/or ather evidence of title procured in connection with such sale and revenue stamps on Trustee's Deed; (3) all sums expe ded under the terms hereof, not then repaid, with accrued interest at the rate specified in the Note; (4) all dther sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto; 2p. Beneficiary may from time to time substitute a successar or successors to any Trustee named herein or actinq hereunder to execute this Trust. Upvn such appointment, and without conveyance to the successor trustee, the latter shall be v sted with all tit e, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of rec rd, which, when duly recarded in the proper office vf the county or caunties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee; 21. The pleading of any statute of limitations as a defense to any and all obligations secured by this [3eed is hereby waived to the ful.l extent permissible by law; 22. Upon written request of Beneficiary stating that all sums secured hereby have been paid and all obligations secured hereby have been satisfied, and upon surrender of this Deed of Trust and the Note to Trustee for cancellation and retentian and upon payment of its fees, Trustee shall recanvey without warranty, the praperty org\vs\dot.4 page $ Of 138-2•95 then held hereunder. The recitals in such reconveyance of any matters or fact shall be canclusive praof af the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto"; 23. The trust created hereby is irrevocabie by Trustors; 24 . This Deed of Trust applies to, inures to the beriefit of, and binds all parties hereto, their heirs, legatees, devisees, administr tors, executors, successors, and assigns. The term Beneficiary" shall include nat only the original Beneficiary hereunder but alsa any future owner and holder including pledgees, o€ the Note secured hereby. In this peed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number inaludes the plural. All obligations of each Trustor hereunder are jaint and several; 25. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public recard as provided by law. Except as otherwise provided by law the Trustee is nat ob.igated to notify any party hareto of pending sale under this Deed of Trust or of any action of proceeding in which Trustors, Beneficiary, oz Trustee shall be a party unless brought by Trustee; 26. The undersigned Trustars request that a copy of any notice of default and of any notice of sale hereunder be mailed to them at 949 South Hope Street, Los Angeles, California 90015-0010, with a copy (which capy shall nat canstitute notice to the Developer} ta Bret H. Reed, A Law Carporation, 1300 Dove Street, Suite 2n0, Newpart Beach, California 92660. 27. Trustors agree at any time and from time to time upon receipt of a written request from Beneficiary, to furnish to Beneficiary detailed statements in writing of income, rents, profits, and operating expenses of the premises, and the names of the occupants and tenants in possession, together with the expiration dates of their leases and full information regarding all rental and occupancy agreements, and the rents provided for by such leases and rental and occupancy agreements, and such other information regarding the premises and their use as may be requested by Beneficiary. 28. Trustars agree that the loan sacured by this Deed of Trust is made expressly for the purpose of financing the acquisition and rehabilitation of the Property so that it can be used as 260 dwel2ing units of affordable housing for law-income tenants, and such dwelling units shall be occupied exclusively by such persons as set forth in the Loan Agreement and the Covenants. 29. Trustors agree that, except as otherwise provided in he Note, upon sale or refinancing of the property, the entire principal balance of the debt secured by this Deed of Trust plus org vs\dot.4 Page 9 Of 135-23-95 accrued interest shall at the option of Beneficiary be immsdiately due and payable. 30. The abligation ta repay the Agency L an is a nonrecourse ob2igation of the Trustors and their partners. Nei her he mrustors nar any of their general or limited par ners, nor any other party, sha 11 have any pexsona 1 liabi 1 ity f or repayment of the loan. The sole recaurse of the Beneficiary shall be the exercise of its rights against the Site and the Improvements and any related security for the Agency Loan. Notwithstanding the foregoing, Beneficiary may recover directly from Trustors or from any other party: a) any damages, costs and expenses incurred by Beneficiary as a result of fraud or any criminal act or aats o Trustors or any partner, shareholder, officer, director or employee of Trustors, or either of them, or of any general or limited partner of Trustars; b) any damaqes, casts and expenses incurred by Beneficiary as a result af any misappropriation of funds provided for the acquisition, relocation of accupants from, ar rehabilitation of the Praject, as described in the Loan Agreement, rents and revenues from the aperation of the Project, or proceeds of insurance policies or condemnation praceeds; c) any and all amounts owing by Developer pursuant to Developer's indemnification regarding Hazardous Substances pursuant ta the Loan Aqreement, and d) all court .costs and attorneys' fees reasonably incurred in enforcing or collecting upon any of the foregoing exceptivns provided that Beneficiary shall pay Trustors' reasonable court costs and attorneys' fees if either Trustor is the prevailing party in any such enfarcement or collection action) . 31. Notwithstanding specific provisions o this Deed of Trust, non-monetary perfarmance hereunder shall not be deemed to be in default where delays or defaults are due to: war; insurxection; strikes; lock-outs; riots; floods; earthquakes; f ires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inabili ty to secure necessary labor, materials or tools; delays of any contractor ar supplier; acts of the other party; acts or failure to act of the City of Orange or any other public or governmental agency or entity (except that any act or failure to act of Beneficiary shall not excuse perfarmance by Beneficiary) ; or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause (a "Force Majeure Delay") org vs dot.4 page 10 of 13 8-23-45 shall be for the peri d of the enforced delay and shall commence to run from the time of the commencement af the cause. If, however, notice by the party claiming such ex ension is sent to the other party more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the givirig of such notice. Times af performance under this Deed of Trust may also be extended in writing by the Beneficiary and Trustors. Notwithstanding the foregoing, none of the foregoing events shall constitute a Force Majeure Delay unless and until Trustors deliver to Beneficiary written natice describing the event, its cause, when and how Trustars obtained knowledge, the c3ate the event commenced, and the estimated delay resulting therefrom. Trustors shall deliver such written notice within fifteen (15) days after they obtain actual knowledge of the event. 32. If the rights and liens created by this Deed of Trust shall be held by a court af competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, the unsecured portion of such obligations shall be completely performed and paid prior ta the per€ormance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustars shaii be ccnsidered to have been performed and paid on and applied first to the complete payment of the unsecured portion of the obligations. 33. (a) Subject to the extensions af time set farth in Section 31, and subject ta the further provisions of this Sectian 33, failure or delay by Developer or Owner to perform any term or provision respectively required to be performed by such party under the Note, the Loan Agreement, Covenants or this Deed of Trust constitutes a default under this Deed of Trust. b) Beneficiary shall give written notice of default to Trustars, specifying the default complained of by the Beneficiary. Delay in giving such notice shall not constituta a waiver of any default nor shall it chanqe the time of default. c) Any failures or delays by Beneficiary in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by Heneficiary in asserting any of its rights and remedies shall not deprive Beneficiary of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. d) If a monetary event of default occurs under the terms of the Note ar this Deed of Trust, prior to exercising any remedies hereunder or thereunder Beneficiary shall give Trustors written notice of such default. Trustors shall have a reasonable period of time after such notice is given within which to cure the default prior to exercise of remedies by Beneficiary under the Note andjor this Deed of Trust. In no event shall 8eneficiary be org vs\do[.4 Page 11 of 138-23-95 precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any fai3ure to cure a default or the default is not cured within ten (10) days after the notice of default is first qiven. ej If a non-monetary event of default accurs under the terms of the Agreement, the Note, this Deed of Trust, the Aqreement Containing Covenants or any document implementing the Aqreement, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustvrs notice of such default. If the default is reasanably capable of being cured within thirty (34) days, Trustors shall have such period ta effect a cure prior ta exercise of remedies by the Beneficiary under the Agreament, the Note and/or this Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustors (i) initiate corrective action within said period, and ii) diligently and in good faith work to ef£ect a cure as soon as possible, then Trustors shall have such additianal time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. If Trustors fail to take carrective action or cure the default within a reasoneble time, the Benef iciary shall qive Trustors and, as provided in paragraph (f} , below, the limited partner of Developer notice thereof, whereupon the limited partner af Developer may remove and replace the general partner with a substitute general partner (as provided in Section 307. 1 of the Agreement) , who shall effect a cure within a reasonable time thereafter in accordance with the foregoing provisions. The Beneficiary agrees to accept cures tendered by the limited partner of Developer within the cure periods provided in this Deed of Trust ar within the time periads provided in Civil Code Section 2924c, whichever is longer. Additionally, in the event the limited partner of Developer is precluded from curing a nan-monetary default due to an inability to remove the general partner as a result of a bankruptcy, injunction, or similar proceeding by or against Developer or its general partner, the Beneficiary agrees ta farbear from completing a foreclosure judicial or nonjudicial} during the period durinq which the limited partner of Developer is so precluded from acting, not to exceed 180 days, provided such limited partner is otherwise in campliance with the foregoinq provisions. In no event shall Beneficiary be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within one hundred eighty (18oj days after the notice of default is first given. f) After Trustors give written natice to Beneficiary that the investor limited partner has been admitted to the Developer, Beneficiary shall send to the limited partner a copy of all notices of default and aIl other notices that Beneficiary sends ta Trustors, at the address far the limited partner as pravided lay writtan notice to Beneficiary by Trustors. org\vs dot.4 Pa e 12 of 138-23-95 g 34. This Deed of Trust shall be subordinate and junior during the construction period to the deed af trust recorded concurrentlyherewithsecuringtheConstructionLoanmadebyUnionBank, and the deed of trust securing the obligations to Federal National Mortgage Assaciation ("FNMA) , and, following reconveyance of the Construction Loan deed of trust, this De d of Trust will be subordinate and junior to the deed of trust in favor of FNMA or other permanent Primary Loan as described in the Note. In the event of a default or breach by Trustors of any seaurity instrument securing a Primary Loan described in this Section 34, Beneficiaryshallhavetherighttocurethedefaultpriortocompletionofanyforeclsure. In such event, Beneficiary shall be entitlec2 ta reimbursement by Trustars af all costs and expenses incurred byBeneficiaryincuringthedefault. The amount of any suchdisbursementsshallbealienaqainsttheSubjectPropertyand added to the obligation secured by this Deed of Trust until repaid, with interes at the highest rate permitted by law. IN WITNESS WHEREOF the Trustors have executed this Deed of Trust as of the day and year set forth above. Signature af Trustors Developer" oRANGE ABSOCIATEB, t California limited partnership By: F. c. oRANaB, INc. , a california corporatian, its qeneral partner Dated• gY; Greqory M. vilkin President owner" F. C. ORANGE, INC. , a California aorparation Dated: gY; Gregory M. Vilk n President org vs dot.4 Pa e 13 of 13e-23-95 g EXHIBIT "A" TO DEED OF TRUST tATTACHMENT NO. 8) LEGAL DESCRIPTZON OF THE PROPERTY ALL THAT CERTAIN LAND SITUATED IN THE STATE F CALIFORNIA, COUNTY OF ORANGE, CITY OF ORANGE, DESCRIBED AS FOLL WS: LOTS 13, 14, 15, 16, 26 AND THE SOUTHERLY 7 FEET OF LOT I7 EXCEPTING THAT PORTION LYING WEST OF THE EAST LIKE OF MCPHERSON ROAD BY FINAL ORDER OF CONDEMNATION RECORDED FEBRUARY 21, 1991 AS INSTRUMENT N0. 91-078842, OFFICIAL RECORDS) , OF THE G. HOWARD THOMPSON TRACT, AS SHOWN ON A MAP RECORDEO IN BOQK 1 PAGE 22 OF RECORD OF SURVEYS,. IN THE OFFICE THE CC?UNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, AND THAT PORTION OF THE NORTH HALF OF CENTER STREET ADJ INING SAID LOTS 13, 14, 15 AND 26, LYYNG BETWEEN THE CENTERLINE OF MAIN STREET AND THE EAST LINE OF FIRST STR ET, ABANDONED BY 4RDER OF' THE BOARD OF SUPERVI50RS QF ORANGE CQUNTY, CALIFORNIA, A CERTIFIED COPY OF WHICH WAS RECORDED MAY 25, 1927 IN BOOK 55, FAGE 60 OF OFFICIAL RECORDS. ATTACHMENT N0. 9 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement entered into as of 1995 by and among THE ORANGE REDEVELOPMENT AGENCY ("Agency") , F. C. ORANGE, INC. , a California corporation FCOI") and ORANGE ASSOCZATES, a California limited partnership Associates") with reference to the following facts: A. The Agency and FCOI have heretofore entered into that certain Affordable Housing Agreement, dated 1995 (the "Agreement") . The Agreement i.s incorporated herein by this reference. B. Pursuant to the Agreement, amonq other things, FCOI has agreed , to acquire aertain real property described therein as the Property, and rehabilitate the improvements thereon in accordance with the requirements of the Agreement, including a Scape of Development attached thereto (the "Project") . C. Pursuant to the Agreement, among other thinqs, FCOI has agreed that the apartment units to be rehabilitated in the Project will be rented exclusively to Low Income households at affordable housinq rents, as provided in the Agreement and in that certain Agreement Cflntaining covenants {Includinq Rental Restrictions) , to be executed concurrently herewith (the covenants") . D. Pursuant to the Agreement, among other things, Agency has agreed to make a grant to FCOI (the "Agency Grant') , for the purpose of assisting FCOI ta purahase the land an which the Project is located (the "Land") , and to provide for the payment of other Project Costs. E. Pursuant to the Agreement, among other things, the Agency has agreed to make a loan to FCOI (the "Agency Laan") , far the purpose of assistinq 'COI to acquire the Property and rehabilitate the Project, subject ta the terms and conditions of the Agreement and a promissory note (the Agency Note") and deed of trust (the "Deed of Trust') to be executed concurrently herewith, to be disbursed as provided in the Agreement or as otherwise decided amonq the Agency, FCOI and Union Bank in a Disbursement and Intercreditor Agreement or other agreement (the "Disbursement Agreement") . F. FCOI, a wholly owned subsidiary of Forest City Residential Develapment, Inc. , an hio corporation, has formed org\vs\assume.3 pdge 1 f 4 8•23-95 Associates, a limited partnership in which FCOI is the controlling and managing general partner, to own, obtain financinq for, rehabilitate, manage and operate the Project, as contemplated by the Agreement. G. For the purposes of financing the Praject, FCoI will obtain title to the Land, and convey a lease ta Associates, and Associates will obtain fee title to the Improvements on the Land. H. As cantemplated by the Agreement, FCOI intends to assign the Agreement and all related agreements to which Developer is a party to Associates, and Associates intends to assume alZ rights and obligations of FCOI, as "Developer" thereunder, except to the extent that FCOI, as owner of the Land, has rights and obligations that are independent of those of the "Develaper". NOW, THEREFORE, the Agency, FCOI and Associates hereby agree as follows: 1.0. FCOI hereby assigns to Associates ali of its right, title and interest in and to the Agreement and Associates hereby accepts such assignment, and assumes all of the obligations of the Developer thereunder, except that FCOI, and nat Associates, shall have and retain all right to the Agency Grant pursuant to the Agreement. FCOI intends to use the Agency Grant to purchase the Land, and ta maka a lean to Associates with the balance. FCOI and Associates shall provide for such lease and such loan in a separate aqreement. 2 .0. Associates shall execute in its name the Agreement, the Covenants, the Note, the Deed of Trust, the bisbursement Agreement and any other instrument or dacument to be xecuted by the Developer pursuant to the Agreement (callectively, the "Assigned Agreements") , and be bound thereby in accordance with the terms thereof. 3.0. Notwithstanding the foregoing, FCOI shall execute in its name the Covenants and the Deed of Trust and any other instrument or document to be executed by FCOI in its capacity as owner of the Land. 4.0. Associates shall rehabilitate the Project in conformance with the Agreemant and the plans and specifications heretofore approved by the ,Agency pursuant thereta, subject to revisions and change orders previously approved or deemed approved pursuant to the Agreement. 5.0. Associates shall assume and perform all executory abligations af FCoI pursuant to the Agreement, without exception. ory vs ass soe.3 paqe 2 of 4 8-23•95 6.0. Aqancy hereby consents to and approves the assumption of the Agreement by Associates. 7.0. The Agency shall perform any executory obligations of the Agency pursuant to the Agreement. 8 . 0. The principal address of Associates for purposes of the Agreement is 949 South Hope Street, Los Angeles, California 90015- Od10. 9.0. This Agreement is made for the sole benefit and protection of the parties hereto, and their successors and assigns, and no other person or persons shall have any right of action or right to rely hereon. As this Agreement contains all the terms and conditions agreed upon between the parties, na ather agreement regarding the subject matter thereof, shall be deemed to exist or bind any party unless in writing and signed by the party to be charged. Wherever required, any consent or approval af either party shall not be unreasonably withheld or delayed. This Agreement may be executed in several duplicate originals, each of which shall be deemed an original, but all of which tagether shall constitute on and the same instrument, and shall become effective upon executian by the parties, as indicated by the signatures below. The signature pages of one or more counterpart copies may be removed from such counterpart copies and all attached to the same capy of this Aqreement, which, with all attached signature pages, shall be deemed to be an original Agreement. When fully executed, the date of this Agreement shall be the later of the dates indicated belaw: or9\vs assunr.3 Page 3 of 4 8-23-95 IN WITNESS WHEREOF, the Agency, FCOI and Associates have executed this Agreement. ORANGE REDEVELOPMENT AGENCY Dated:By: Executive Director ATTEST: By: Agency Clerk APPROVED AS TO FORM AND LEGALITY: KANE, BALLMER & BERKMAN Agency Special Counsel By: Glenn F. Wasserman FCOI" F. C. tiRANGE, iNC. a California corporation Dated•By: Gregvey M. Vilkin President Assaciates ORANGE ASSOCIATEB, a California limited partnersbip By: F. C. ORANGfE, INC. , a California corparatioa, ita qeneral partner Dated: By: Gregory M. Vilk.n President orgtvs assome.3 page 4 Of 4 8-23-95 y .Ci:i'' i , , y- ii TN{i I IIARA"r AiC 1'r 1C•KT ('/1 s MNnr•). Ci 1'O t!? i•r R2l1ts, i;, , +u Ot.to e sporaai a 'o,,.raeees'?. tlYil = = Y; ulipt t. ('bnrroya!'1 lr.+ •setett0• qi d lt wea Uw (•tl wl•? r.rt ap Wea (•1hee`). aiti +*•t !lu D i l reut Mj L 'Korea,y l. cl e ce ! 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