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22-1114_JAMBOREE HOUSING CORPORATION_Exhibit A thru LEXHIBIT A TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Legal Description of the Property [Attached Behind This Page] EXHIBIT A 61147.8002 IW O 183270.13 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY THAT PORTION OF LOT 60 OF TRACT NO. 103, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 11, PAGES 29 TO 33 INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 59 OF SAID TRACT NO. 103; THENCE NORTH 870 55' 30" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 59 AND THE WESTERLY PROLONGATION THEREOF, 392.00 FEET; THENCE SOUTH 20 04'30" WEST 555.53 FEET; THENCE SOUTH 870 S5' 30" EAST 380.00 FEET TO AN INTERSECTION WITH THE WESTERLY LINE OF THE RIGHT OF WAY OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY RIGHT OF WAY, AS SHOWN ON SAID MAP: THENCE NORTHERLY ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, THAT PORTION INCLUDED WITHIN THE LAND DESCRIBED IN DEED TO OYHARZABAL AND OTHERS, RECORDED JUNE 16, 1970 IN BOOK 9318, PAGE 861 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE ORANGE COUNTY FLOOD CONTROL DISTRICT AS SET FORTH AND DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED JULY 28, 2011 AS INSTRUMENT NO. 2011000368777 OF OFFICIAL RECORDS. J EXHIBIT A-1 AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Depiction of City Hall Property [Attached Behind This Page] EXHIBIT A-1 61147.80021 W O 183270.13 EXHIBIT A-1 CITY HALL PARCEL POR7ION OF LOT 60, TRACT NO. 103, M.M. 11/29-33, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STA IE OF CALIFORNIA I PAR= 5 W I I PARCEL a4AP >4 1n i P� Na M7 I I QII I 1 1 150, III rI T.P.O.& 1 P.aF 4----4+---- -----_- _ 223.47. N87S642_W 169.88_ 1 NW Cr�4NER OF N854518 E �� PARCEL 2 OF R 5 N0. 150.63' Ll 72.84' -- P' 2071-7079, RSB 324/37 LZ 125'I 15I I L3 j L_ I JAMBOREE I Io L6 PARCEL NJ-, L5 L5 of o Z L7 NIS �w i J uo L9 �� I SCALE.. 1"=100' PARCEL 2 OF RECQW aP SURVEY Au I2 0 2021-1079" R'7R .?74 / 37 1 I I S8874'16 £ 148.90' 1 I r ---� 15',25'1 REMAINING CITY I 2 Hf LL PARCEL I I I I U I 1 I I I N857108'W 1 I PARCEL 1 OF REIVOW &40-,9;x, I I OF SENVEY Afa 2= -AMI (RqO�- J= 34 / 37 i N79(5 W I I I I �DT VARIES� 15'1 N8736 42 W 338.07 \—/J I OCFCD PARCEL 2W ��'sy I BOOK 6609, PAGE MaR CURVE DATA UNE DATA � Cl d=24322 L1 S047442'"£70.00' R=1885.08' L2 S02V3'18"W 27.30'�, `'� LAND SG L=89.58' L3 S875642*E 9.21' THIS WAS PREPARED UNDER MY SUPERVISION- G" L CZ d=536'53" L4 S02n3'18'W 66.16' R=930.37' L5 S875642 E 4.50' L6 S021J3'18'W 10.67' L=96.58' No. 7848 L7 S873642E 1875' ,� y, Exp. 12/31/22 C3 d=133747 L8 S02103'18'W 60.76' R=275.39' L9 S8756427r 718' P L=6511' L10 5823905E 56.27' MICHAEL NAVARRO, (L. S. 7848 LIf S07VO'55'W 53.09' LICENSE EXPIRES 12/31/2022 OF CAUL EXHIBIT A-2 TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Legal Description of the City Hall Property [Attached Behind This Page] EXHIBIT A-2 61147.80021\40183270.13 EXHIBIT A-2 LEGAL DESCRIPTION OF CITY HALL PARCEL THAT PORTION OF PARCEL 2 AND ALL OF PARCEL 1 OF RECORD OF SURVEY NO. 2021-1079, AS SHOWN ON A MAP FILED FEBRUARY 10, 2022 IN BOOK 324, PAGE 37 OF RECORDS OF SURVEY, RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 60 OF TRACT NO. 103, AS SHOWN ON A MAP FILED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, AS DESCRIBED IN THAT CERTAIN QUITCLAIM DEED RECORDED NOVEMBER 15, 2002 AS INSTRUMENT NO. 2002001029026 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2 OF RECORD OF SURVEY NO. 2021-1079; THENCE NORTH 85'45'18" EAST 150.63 FEETALONG THE NORTHERLY LINE OF SAID PARCEL 2 TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 04" 14'42" EAST 20.00 FEET; THENCE SOUTH 020 03'18" WEST 27.30 FEET; THENCE SOUTH 870 56'42" EAST 9.21 FEET; THENCE SOUTH 020 03'18" WEST 66.16 FEET; THENCE SOUTH 870 56'42" EAST 4.50 FEET; THENCE SOUTH 020 03' 18" WEST 10.67 FEET; THENCE SOUTH 87" 56'42" EAST 18.75 FEET; THENCE SOUTH 020 03'18" WEST 60.76 FEET; THENCE SOUTH 870 56'42" EAST 7.18 FEET, THENCE SOUTH 820 59' 05" EAST 56.27 FEET; THENCE SOUTH 07'00'55" WEST 53.09 FEET; THENCE SOUTH 88" 14'16" EAST 148.90 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 2, SAID POINT BEING SOUTH 2004'30" WEST 249.76 FEET FROM THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE ALONG THE GENERALLY EASTERLY LINE OF SAID PARCEL 2 THE FOLLOWING FOUR (4) COURSES: SOUTH 02'04'30" WEST 70.65 FEET ALONG SAID EAST LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 1885.08 FEET; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02° 43-22,-, AN ARC LENGTH OF 89.58 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 930.39 FEET, A RADIAL LINE THROUGH SAID BEGINNING OF COMPOUND CURVE BEARS NORTH 85° 12'08" WEST; THENCE SOUTHWESTERLY ALONG LAST SAID CURVE, THROUGH A CENTRAL ANGLE OF 05° 56' 53", AN ARC LENGTH OF 96.58 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 275.39 FEET, A RADIAL LINE THROUGH LAST SAID BEGINNING OF CURVE BEARS SOUTH 40'49'53" EAST; THENCE SOUTHWESTERLY ALONG LAST SAID CURVE, THROUGH A CENTRALANGLE OF 13.32'47", AN ARC LENGTH OF 65.11 FEETTO A POINT OF INTERSECTION WITH A NON -TANGENT LINE, SAID POINT OF INTERSECTION BEING THE MOST EASTERLY SOUTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 87° 56' 42" WEST 338.07 FEET ALONG THE SOUTHERLY LINE OF SAID PARCEL 2 AND SAID PARCEL 1 TO THE MOST WESTERLY SOUTHWEST CORNER OF SAID PARCEL 2; THENCE NORTH 02'03'18" EAST 531.01 FEET ALONG THE WEST LINE OF SAID PARCEL 2 TO SAID NORTHWEST CORNER OF PARCEL 2; THENCE NORTH 85'45' 18" EAST 150.63 FEET ALONG SAID NORTHERLY LINE OF PARCEL 2 TO THE TRUE POINT OF BEGINNING. CONTAINING 3.69 ACRES, MORE OR LESS. PREPARED UNDER MY SUPERVISION: lv" 02022 MICHAEL NAVARRO, L.S. 7848 DATE EXPIRES 12/31/2022 EXHIBIT A-3 AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Depiction of PSH Property [Attached Behind This Page] EXHIBIT A-3 61147.80021\40183270.13 EXHIBIT A-3 JAMBOREE PARCEL POR7ION OF LOT 60, 7RACT N0. 103• M.M. 11/29-33, IN THE CITY OF SAN JUAN CAPI57RAN0, COUNTY OF ORANGE, STALE OF CALIFORNIA Imoil I a W I I Pa�ecPiMAP NO 88 -277 I PARCEL Air NQ es -m Q I I PMO 2`47.48 I PMR 2%47-8 I 50' I I T.P.O.B. � RO.G 4 0' �- :------ NW CbRNER OF N85'4518 E _ _ - - 223.4 4 N T 'W PARCEL 2 OF RIS N0. — 150.63' 72.84 0 RBW 2021-1079, RS8 324/37 I L i L2 15 125'I i L3 L_ I 1 v I JAMBOREE le i I L6 PARCEL L5 L7 N� I n IU I L10 a y I N L9 o Im I SCALE 1"=700' ' of PMCL�„ 20-I . R.M 324 2 QF RBCOAD OF •$URW@4' N(D. 2 I I hl 58874'16'E 148.90' 1 W I o of r 25' 25'1 it REMAINING CITY I 1 HALL PARCEL I N8572 018 (CC_ i I PARCEL I OF RECaW Iti I I II i R-�.& 324 / 37 -W I Y (RAO) I I I ----L --_ — VARIES 15'1 N875642"W 338.0) -- i 7 0(7;M PARCEL MCI BOOK 609, PAGE 3.& O.R /,p�J y\� CURD DATA LINE DATA Cl 4=2'43'22" L1 S047442"E 10.00' R=1885.08' L2 502'03'18"W 2730'_ t� LAND S(/ L=89.58' L3 S875642 E 9.21" C2 d=556'THIS WAS PREPARED UNDER MY SUPERNSION: 5 4 �4�f1 K1�4% 3" L4 S02b3'18"W 66.16' R=930. 53 L5 S875642"E 4.50' L6 S02VJ'18'W 10.67' L=96.58' No. 7848 L7 S8756'42 W 18 6675' ' i% % / ,L E 1 C3 d=1332'47" L8 507'0348'W 60.76' V�' ` l!G y' Exp. 2/31 /22 � 9 =65.11' L10 S8259'05 £ 53.9' S LICENSE EXP/RES 12/31/2022 MICHAEL NAVARRO, L. 7848 4 L11 507ti0'S5'W 5309' �OF CA1-� EXHIBIT A-4 TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Legal Description of the PSH Property [Attached Behind This Page] EXHIBIT A4 61147.8002 1\40183270.13 EXHIBIT A-4 LEGAL DESCRIPTION OF JAMBOREE PARCEL THAT PORTION OF PARCEL 2 OF RECORD OF SURVEY NO. 2021-1079, AS SHOWN ON A MAP FILED FEBRUARY 10, 2022 IN BOOK 324, PAGE 37 OF RECORDS OF SURVEY, RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 60 OF TRACT NO. 103, AS SHOWN ON A MAP FILED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, AS DESCRIBED IN THAT CERTAIN QUITCLAIM DEED RECORDED NOVEMBER 15, 2002 AS INSTRUMENT NO. 2002001029026 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2 OF RECORD OF SURVEY NO. 2021- 1079; THENCE NORTH 85° 45'18" EAST 150.63 FEET ALONG THE NORTHERLY LINE OF SAID PARCEL 2 TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 04° 14' 42" EAST 20.00 FEET; THENCE SOUTH 02'03'18" WEST 27.30 FEET; THENCE SOUTH 87" 56'42" EAST 9.21 FEET; THENCE SOUTH 020 03'18" WEST 66.16 FEET; THENCE SOUTH 870 56'42" EAST 4.50 FEET; THENCE SOUTH 02' 03' 18" WEST 10.67 FEET; THENCE SOUTH 87" 56'42" EAST 18.75 FEET; THENCE SOUTH 020 03' 18" WEST 60.76 FEET; THENCE SOUTH 870 56'42" EAST 7.18 FEET, THENCE SOUTH 82" 59'05" EAST 56.27 FEET; THENCE SOUTH 07'00'55" WEST 53.09 FEET; THENCE SOUTH 88" 14' 16" EAST 148.90 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 2, SAID POINT BEING SOUTH 2°04'30" WEST 249.76 FEET FROM THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 02' 04'30" EAST 249.76 FEET ALONG SAID EAST LINE TO SAID NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 87°56'42" WEST 169.88 FEET ALONG THE NORTH LINE OF SAID PARCEL 2 TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG SAID NORTH LINE, SOUTH 85"45'18" WEST 72.84 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 1.19 ACRES, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF, PREPARED UNDER MY SUP RVISION: October 5 2022 MICHAEL NAVARRO, L.S. 7848 DATE EXPIRES 12/31/2022 EXHIBIT B-1 TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) PSH Project Plans and Specifications [Attached Behind This Page] EXHIBIT B-1 61147.80021 O 183270.13 aer. A�eao�e CinN c.enwo� rm..r. mmm.,naum MGYM Mn M. NiIYA 'IJamboree W Ln =) C.9 O Z X Q 0 o= F- LLI ti Z J 3a w 0 a Qo g o w� U) Q Q lL u l Issue 6 Rmwsn Leg D 4 D D D 0. COVER SHEET PROJECT INFORMATION y 51 3 11 u ABBREVIATIONS DEFERRED SUBMITTALS LEGAL DESCRIPTION CODE SUMMARY BUILDING SUMMARY PROJECT DIRECTORY IA se ®j VICINITY MAP ACCESSIBILITYISSUED DRAWING us ...,.. SYMBOLLEGEN ......., m ir�ser .an mnn .rwner,.eenese wwinum .nnn w an. K,.r. __reswnn..m� s �g Q n,n aer. A�eao�e CinN c.enwo� rm..r. mmm.,naum MGYM Mn M. NiIYA 'IJamboree W Ln =) C.9 O Z X Q 0 o= F- LLI ti Z J 3a w 0 a Qo g o w� U) Q Q lL u l Issue 6 Rmwsn Leg D 4 D D D 0. COVER SHEET PROJECT INFORMATION nee m mm CYent comgm. + wu.Fp cer�nrxgn isevva �]A1 w.9uan rtJa(,b,,, ow 'W v) W X 2 0 z Z g LU 0 Q 0 w a a (D Z V/ Z) 0 W J m a 0 of 0 LLLLa Sneed Issue 6 Aar,e,m top Q Q Q Q Q Q Q Q Q 1 gy'�i'm SHEETINDEX Gp0.W,ry C m,am,e s«a nwG®w Te»w. NYIYIs *Jamboree LU :? c) o Z_ X� 20 O= �-w Z -i ga wo ow QO OLL wQ Q CL *'M Jamboree CODE ANALYSIS A-003 47. M.� AREAS FOR ALLOWABLE BUILDING AREA CALCULATIONS BUILDING A HEIGHT *'M Jamboree CODE ANALYSIS A-003 �Mc.rm. ver ew.. ennpN cPP o.NpP .uee. m�emie CMY cN.PP. w.rreo... wrw _ ceNONaP M e,G9eN Mn Ha. YY W.YY *Jamboree LL W '^ V 0 Z X 20 OJ Z gom LLJ QO u LLI LL. U) a 1l CODE ANALYSIS - FIRE OPENNESS CALCULATIONS rc YM nprRm 1 Tnn rnyw.rylmrerr.m n..FnYy.mrX rn r X m. o.i..e a nprr nik. im...X 4esn �8� niea....n y.e 4yni �suular a�.Wkiw rr CBC SECTION 705 OPENNESS ANALYSIS -SOUTH ELEVATION ---- 14 CBC SECTION 705 OPENNESS ANALYSIS -WEST ELEVATION + 3 -- 7a - -, _- ^,rc 71 w 1 L CBC SECTION 705 OPENNESS ANALYSIS -WEST ELEVATION r• F21 FIRE SEPARATION DISTANCE W^- 1 �Mc.rm. ver ew.. ennpN cPP o.NpP .uee. m�emie CMY cN.PP. w.rreo... wrw _ ceNONaP M e,G9eN Mn Ha. YY W.YY *Jamboree LL W '^ V 0 Z X 20 OJ Z gom LLJ QO u LLI LL. U) a 1l CODE ANALYSIS - FIRE OPENNESS CALCULATIONS .aw•� vmrx,w.. Mw:°w r'micmr""ie a•a GrpMen 41... r11Mf M9iYm1 �n. uwew m»w. aam�.pen * Jamboree W R 0 Z_ CX G oW Z J ga Q Q OLL W Q N a s CODE ANALYSIS d EXITING ' TVP. EXIT DOOR OCCUPANT LOAD EXIT PLAN LEGEND 1-- _r_ ... .m.wr_ma__a m p w•—"rr,^e„-». ' _r'�•r �.:: d r.rear.ve...» w • ..I. �p l » TVP EXIT STAIR OCCUPANT LOAD ,e e�� cib n rwcu u•m r �. :'.�.,.....»..• Is I j_j ��•pm q„ -� SEPARATION DESCRIPTIONS �--� 10, — EXIT PLAN KEYNOTES EXIT PLAN NOTES `4 • ® •, --wad• THIRD FLOOR ^- 3 .._ r...... ., n J _w e .,,.mss -r :mew 'a \\ 'A ••••w• •s nw�a va"s'nn wir�'�a r w. �f�}�w�'/1Y ryaf j o V r� I i ur.7i�•a SECOND FLOOR 21 FIRST FLOOR 1 I""""'"'°`"°"•w"r"'"°"�' .aw•� vmrx,w.. Mw:°w r'micmr""ie a•a GrpMen 41... r11Mf M9iYm1 �n. uwew m»w. aam�.pen * Jamboree W R 0 Z_ CX G oW Z J ga Q Q OLL W Q N a s CODE ANALYSIS d EXITING Fiittdi ti€�° II ud.d lip }rtFII + 1} { , l:r T i ;ii IiI irifE idA,,r ilidIi ittdl iIPIII If 1111111 tkdlidj lll}i itdl}} ddd}}i i't'1i9 it }}�i ►ti liiill 1. lit ' ldl tii�i tliaiii{ dj?i}}r i€fdii iiltl, !illi' }dllll11 `it did tIt Ii. ,ili ldltiii tt ' i{(i dirj d'!{ ,}dF 1 t:: E}j x it i� .rf , I ,r I :t al{Iki}�} .• I,ii=Idt� �Tt aria tl�ji Id{�: IlidA�i=}111 d{ r . 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I I ;I oil �I I 11 ��--_a 7I I ° m I m m -o I O O m o i � I I DDDDDDDDDDD� 5 8 PASEO ADELANTO MIXED-USE AFFORDABLE HOUSING SAN JUAN CAPISTRANO, CA n • a envw,...�...+..wd.r..wr,s.w � mv�.mu...mwe..r,rry owl Iv¢G�N Yhn W. Btl.3N.t8M 0 Jamboree w 0 Z_ w 20 O= Hw Z J g0 wo 0� QO o LL w LL Q Q a s elwl Yeue 6 Pmsan lnp ® m Q Q Q Q Q Q Q Q Q oaf BUILDING SLAB PLAN A-200 xec u.nt a:.e.... wm.a •m.m. nrmu...ma armo n.. w. wmiaen Jamboree Lu R oz_ X U) M0 0 W h Z J a ga wo <0 W LL U) Q a SMm Noma & —Re .Lop e if A-201 BUILDING PLAN KEY NOTES ff W _ , cl 13 ----4 ..Clnwm.wnw-,..wuumv„sm „ f O .e..,rc...........w�.......rc. L" LEGEND w rc. . _: ,m � n:: a..enm•mw.mwnnweeme 9 BUILDING PLAN NOTES L.. NV ...rc.ay...0".......m"..w..n..."n,w d ... ,... ., .....,...n�n.ww—.e. e..., LT ® t�' s.rcrc..,a 1 nm.,rc,. � m .,es..........,..oM�...w,.,,...,.,.a.,. FIRST FLOOR PLAN _.,. 1 xec u.nt a:.e.... wm.a •m.m. nrmu...ma armo n.. w. wmiaen Jamboree Lu R oz_ X U) M0 0 W h Z J a ga wo <0 W LL U) Q a SMm Noma & —Re .Lop e if A-201 A+w•i: Gm Gwm rev. x,eamv werx G,p.nbn etl...: 11IIX Onlc8r2U Me.GYmY ae.. ro. vo m�.aem Jamboree W U) ozui_ X_N 20 M: OW ZJ w ao OU. wQ a SECOND FLOOR PLAN A-202 BUILDING PLAN KEY NOTES Oula.. . ..... .�w El �...— D.u.ru.uaww w,e.mmuum LEGEND ELY r, % �..a ,....,.. L7 O OUN ....-, ....w �- .......... ». O BUILDING PLAN NOTESq D SECOND FLOOR PLAN - 1 A+w•i: Gm Gwm rev. x,eamv werx G,p.nbn etl...: 11IIX Onlc8r2U Me.GYmY ae.. ro. vo m�.aem Jamboree W U) ozui_ X_N 20 M: OW ZJ w ao OU. wQ a SECOND FLOOR PLAN A-202 --�...�.�...... o- o� o: nwnCw vau xau. CAM *Jamboree SMNheus6ReWbn tap 0 0 THIRD FLOOR PLAN �sacewa vm, n<u. wM•.s. cw.s o.w.or, mr. xo1•w+e cseM Cempny: AN4em lkwp Co,penbn Pm... nm m.,n..ssan Me G8A11 Pleb W. M.L].�M *Jamboree W z X C/) v :EO 2 O .Z W N Z J a Q m v J Q W D Q O OLL W Q a ROOF FLOOR PLAN A-204 ° ° m GiW WiYtt C .. . ° 6 T x �€ j€It€ �( lI11� !i• r , xtg eE�,•es�c [�E€€t tt"i €NI� I!` x E E�i}t�k ��t I�E�E �Illli�x�(i �: j3ig sixty iEEEo ;�E',E.�E.�•.,�EEei�, Ei"�N e��il:: € x sj:Ee�ux ciE€t� fjI_.-lie�9��y£yeee£�les:. I::rsrsEES I �� ©.. xrs xi ss rsI: r t a !�t a :s•:Ee:rs:E:E:ss u :exE:EEEk s k :i483EII: a i m s:rsrs s srssrs.rsars: a s:: ss:::m: gy�111,1 �yj o m i�a�0000� ®'3��.iuENI.I oMo 000no��i `•�:'e��:iE4k � m ®� a �Z�Z�Z�I>I \.ii�ii� ■ EI'.ZYZ1� ■ 3 j(ja1 it? �' o o . .: \\/llm�r>EI EIZSZi.■ nuom domiii1.11 aunnu�� oo�ovomu�r iE`•t� ! �i�I �j(I ijjsl e : •j�j�I�I� �§e+ e3ss�i�� Fsieietexs�! „'+�� i. Wwr 'II x(fi€�r�l'iN9'��sis;ll�I'1111111x .� m m — fi WWW •,'�: m 1 N�9tltl1jjj� maces©m®000 �t IaON t(i e ®C£i.EOE®E®EOEOED o ' •.�� ROOF m®©©®000 .se�• �� meoo®oao Esr' ��I m u . ia �� pp o i A � A v A 23. A .aW. �sacewa vm, n<u. wM•.s. cw.s o.w.or, mr. xo1•w+e cseM Cempny: AN4em lkwp Co,penbn Pm... nm m.,n..ssan Me G8A11 Pleb W. M.L].�M *Jamboree W z X C/) v :EO 2 O .Z W N Z J a Q m v J Q W D Q O OLL W Q a ROOF FLOOR PLAN A-204 r�q.uu vam�x.ee. PrFcpt cwq dYrry mI•mle C!ag r.�wueN r...u•reu vmo. w. aa.aw�e Jamboree W In Z X� D 20 2 OW ZJ co Lli <0 o WIL (n Q a L+ s EXTERIOR ELEVATIONS A-210 0 0 O O ' 0 0 m 0 m 0 m 0 o O m m ... 11. 9 m 1111 •• 7111 1111 •• II �' 1_ � Inllllll Illi 1^ 111111 1111 •• 1111 1111 .. 111 IIII .. 1111 .. Ilil 111111 I_I 1� V� n�lllll IIIIIIn 1� 1� �IIIIII IIII 111 1 1 1111 Ilil .. 11111 1 IIII � IIII m . '-IIII III-.. 1111: 1111 ..-111 �-+-��{�1,'^��^� IIII � 7111 IIIIL :: IIII �R1l1�I rii III- 1111 1111 •� , :: i III-.. 711. 111: _=111, ��.IN�.. l�ll�- - 1-" 1:: -III IIII � 7111 1111. .� �� IIN ::� 11111 - X11? �� III- 1111 1111 •. 1� �I1= ILII _ .� 1. -- m VENT TERMINAT10N • - - • - • �© � ISI \ I``w�`i SEN `'' c:• v m m m m m v c' E' 1111 H 111• 1111. 1111 11 11 ITSII-1 1111 ' 1111 IIII 11 1 1� +. Iill II 11 4 (IIII 1111 1111. �RIII �. 1111 p■ ■ WI !! 1111 1111 •• 1111 .. 1111 .—. 7111 1111 a 1111: _ � .. 1111 1111'.. .. IRI 1• ......... WHO; 1111 !! 11,1 1111. •• 1111 •�:.:n .— 11111 .�R�• •• •• � N�. .�.I'q�\\� IIII .. 1111 1111, it IIII '� 111= 1111 1111; •�� ! 1111. 0 m m o m m m m m r�q.uu vam�x.ee. PrFcpt cwq dYrry mI•mle C!ag r.�wueN r...u•reu vmo. w. aa.aw�e Jamboree W In Z X� D 20 2 OW ZJ co Lli <0 o WIL (n Q a L+ s EXTERIOR ELEVATIONS A-210 ��. PI W. Pf.ffiI.YY #Jamboree L1.1 U) ::?O 0z XN _7 MO O= F- LU Z J w0 Q 0 O LL LL W Q CL EXTERIOR ELEVATIONS A-211 EXTERIOR ELEVATION KEY NOTE 21p oma- .�...�..-...�.�... _ I I I I L L � VENT TERMINATION p SOUTH EXTERIOR ELEVATION EXTERIOR ELEVATION NOTES t ® .a.s... vrev.v....r.4... 1 KEY MAP ®EM L I L L L WEST EXTERIOR ELEVATION 1 ��. PI W. Pf.ffiI.YY #Jamboree L1.1 U) ::?O 0z XN _7 MO O= F- LU Z J w0 Q 0 O LL LL W Q CL EXTERIOR ELEVATIONS A-211 Pnptl LorMvi .oEN.QeIXMMreMe �m PM1opt Lnrty GANi�ry GmPA'. dmbiee W�sMp Grya.Nbn 4M•o'. I7I1110a.Mw 9Y dT I.ieG®N Pbn Ma. Bm.»]6iP *Jamboree w U) D� oz XU) 20 O W Z J :5 ca ui Q 0 W L.L. Q a U O w z z EXTERIOR ELEVATIONS A-212 EXTERIOR ELEVATION KEY NOTES pm p m. m. ❑y umm�•.wmm�a.mry e.vrte cmwwn..a ----- -- El o: VENT TERMINATION �+ EAST COURTYARD EXTERIOR ELEVATION —< 2 EXTERIOR ELEVATION NOTES LEI -... KEY MAP a SOUTH COURTYARD EXTERIOR ELEVATION ..0-- I Pnptl LorMvi .oEN.QeIXMMreMe �m PM1opt Lnrty GANi�ry GmPA'. dmbiee W�sMp Grya.Nbn 4M•o'. I7I1110a.Mw 9Y dT I.ieG®N Pbn Ma. Bm.»]6iP *Jamboree w U) D� oz XU) 20 O W Z J :5 ca ui Q 0 W L.L. Q a U O w z z EXTERIOR ELEVATIONS A-212 w - I n BUILDING SECTION KEYNOTES LEGEND BUILDING SECTION NOTES ,.w........,..a BUILDING SECTION 2 M M .. KEY MRP BUILDING SECTION ---•- 1 ..ew•e�ro.r.-.m nnaW: raw o.rn.av CU MIBp]IB crm camr wmro..1«�.,0 _ c.moma, i...umev nro. w. wx.«n *Jamboree W U) R 0 Z_ X< 0_ �W N Z J a M U �l 2 Wo Q 0 OLL W LL cn Q Q a BUILDING SECTIONS A-ZZU ❑ .. J 117 �� BUILDING SECTION KEYNOTES LEGEND BUILDING SECTION NOTES ,. ,. _... M. .o . _ . KEY MAP WALL SECTION •-••• 3 WALL SECTION •121 WALL SECTION 7 PAAu ce�b=�. vAa n,u. .�.a.amwwn,m..o>m PArn4pM Cw9 Ce1.IMl GkM cmpq. AmEm�M� .Y.�: Ilplrm�Me,SY 3P Ax,G8m4 PMMA. Btl 361.bM *Jamboree W 0 Z W � XZ) �0 H LLJJ Z 3a o0 a0 OLL LU IL R SM t Issued Fe—n l� Q. m mr�n Q Q Q Q Q Q Q Q Q Sam= am �� i. 49W WALL SECTIONS A-230 v�gvacemNr wr wee. nlndvc ce.ruw+r cfi mivome Cfant ea... n�mw�rrsrm Me,G�w vn... w. wvm.een Jamboree Lu � O i 0 ZLu _ X_ v 20 i O= I F LU m Z J a Q U 2 W 0 QO O L W LLl Q. a SM1eel lssue8 Remsm Lsq 4, .n .. A, w 6�W WALL SECTIONS A-231 BUILDING SECTION KEYNOTES LEGEND BUILDING SECTION NOTES KEY MAP O WALL SECTION 141 WAIL SFCTIONT—T--,—,F31 WAIL SECTION .... 2 WALL SECTION 7 v�gvacemNr wr wee. nlndvc ce.ruw+r cfi mivome Cfant ea... n�mw�rrsrm Me,G�w vn... w. wvm.een Jamboree Lu � O i 0 ZLu _ X_ v 20 i O= I F LU m Z J a Q U 2 W 0 QO O L W LLl Q. a SM1eel lssue8 Remsm Lsq 4, .n .. A, w 6�W WALL SECTIONS A-231 v,epucem.n. wn,iau. .me`.o•a�m,.e....om v,rWn. mgr ec m+am+e ven..� nimm.,marm YMe GBIDv Vtenr M. Bi.m],Mi *Jamboree w 0 Z w 20 O= F- w Z J w0 <0 OLL wQ Q a WALL SECTIONS A-232 e BUILDING SECTION KEYNOTES LEGEND ..s...,..w,...AM.. rvq,... BUILDING SECTION NOTES KEY MAP 8 WALL SECTION _..•...,. 3 WALL SECTION —,--- F2 WALL SECTION--� 7 v,epucem.n. wn,iau. .me`.o•a�m,.e....om v,rWn. mgr ec m+am+e ven..� nimm.,marm YMe GBIDv Vtenr M. Bi.m],Mi *Jamboree w 0 Z w 20 O= F- w Z J w0 <0 OLL wQ Q a WALL SECTIONS A-232 Pmµ�C� XnIL. v,rwc cw.PwwmY b0•. AIBMiB Gei�l _ c.me..n.. .. in%w..,r..arzo Pb M. NAI.M'R *Jamboree W ❑ Z LU x �O O LU Z J gLLJ om QD Q LL LL W A U) 0- WALL SECTIONS A-233 BUILDING SECTION KEYNOTES LEGEND BUILDING SECTION NOTES Tx=,� KEY MAP O O O WALL SECTION -^e 131 WALL SECTION .W --.-• 2 WALL SECTION — --• F Pmµ�C� XnIL. v,rwc cw.PwwmY b0•. AIBMiB Gei�l _ c.me..n.. .. in%w..,r..arzo Pb M. NAI.M'R *Jamboree W ❑ Z LU x �O O LU Z J gLLJ om QD Q LL LL W A U) 0- WALL SECTIONS A-233 i El oa.�. O O; .....nr... .. Elw vn.rmm...i.,..a..ar.�m Q' a •e!m mmm.m.nrv.. El e.wr a�mle a.m Ce^Mr Anlae. Neu.y rpr.IW^ Me.Gpll� %ow M. YYSI.MM *Jamboree W N R 0 Z_ X 20 O LLI Z J Lu 0 Q 0 Q LL LL W Q Q a SMaI kwe d flwlavn Lep Q .nun 0 0 0 0 0 S.:Z;9 4 w W :L' LEASING 8 COMMUNITY AMENITIES ENLARGEMENT P,.rzdc�. v.n, reva.. Pix Ac.. .1.1. cf<m Cmpry- Anip.. WiYq Ceq.Mbn IAf.M. I'IIIX fiwiM 9iYx /w�G@Bu P�+,x M. WffiNA * Jamboree W Z_ X cf) v O 0 O LLI h Z J a gQ Lu o Q O O LL W LL Q a LEASING d COMMUNITY AMENITIES RCP A-241 COMMON AREA KEYNOTES N'lu V d LEGEND _ 9SYMBOLS m o �. COMMON AREA NOTES ..,.-.................,,...,,,......sem,.. LEASING d COMMUNITY AMENITIES ENLARGEMENT r 1 P,.rzdc�. v.n, reva.. Pix Ac.. .1.1. cf<m Cmpry- Anip.. WiYq Ceq.Mbn IAf.M. I'IIIX fiwiM 9iYx /w�G@Bu P�+,x M. WffiNA * Jamboree W Z_ X cf) v O 0 O LLI h Z J a gQ Lu o Q O O LL W LL Q a LEASING d COMMUNITY AMENITIES RCP A-241 P," C"-, "Centra VkM ROM eeR cmem Cempiry'. ArLxe, Xeunp Rwmm� Ptl,�. 111N fe�Ma 9l IIO n..ugu * Jamboree W Tn R az XV5 5 2_ � W Z J LuW O Q 0 � LL. W Q Q a U Q2 K a U COMMON AREA INTERIOR ELEVATIONS A-242 COMMON AREA INTERIOR EEVATKRIS KEYNOTE El El o :�. _._.. ..._ COMMUNITY ROOM UNISEX RESTROOM "+ 7 FIRST -THIRD FLOOR LAUNDRY 4 'p I __.• �C iY ® INTERIOR ELEVATION NOTES . mm¢_v �nmo�."v,..aep:a.imviu LEASING UNISEX RESTROOM -- 6 MAIL ROOM 3 O O LEASING BREAK ROOM 2 .•-• uRR�TnLaxnrox OEM NEFF"T V COMMUNITY KITCHEN 7 P," C"-, "Centra VkM ROM eeR cmem Cempiry'. ArLxe, Xeunp Rwmm� Ptl,�. 111N fe�Ma 9l IIO n..ugu * Jamboree W Tn R az XV5 5 2_ � W Z J LuW O Q 0 � LL. W Q Q a U Q2 K a U COMMON AREA INTERIOR ELEVATIONS A-242 >Awn mien x.m ..w.rmm,ww.rw. <..=m.emu M..G4ty Mei. K. N]6).Mle 0 Jamboree W D� 6 X5 20 O= Z -I gQ W 0 0 o Q 0 OLL LL wQ a TRASH AND LAUNDRY ENLARGEMENT A-245 TRASHMUNDRY KEYNOTES �., ....... 0 13 ffiffi-6— AM ED _ ❑ m a ...auno..urva s1.uaiovu.Nw L � _ I i LIEGE NO LAUNDRY ROOM FIRST -THIRD FLOOR PLAN -• 4 TRASH 8 BIKE STG. ROOM SECOND FLOOR PLAN 2^^^^<.. our RP ...«...nm.. c�AL er O e � TRASH CHUTE SECTION — 5 TRASH AND STORAGE ROOM THIRD FLOOR PLAN 13. TRASH ROOM FIRST FLOOR PLAN-• 1 >Awn mien x.m ..w.rmm,ww.rw. <..=m.emu M..G4ty Mei. K. N]6).Mle 0 Jamboree W D� 6 X5 20 O= Z -I gQ W 0 0 o Q 0 OLL LL wQ a TRASH AND LAUNDRY ENLARGEMENT A-245 cmMr ♦�.m... wwn. *Jamboree w N RO oz X 5 20 O= Z —i 5< 0 d QO OLL wQ Q a STAIR 1 PLAN ENLARGEMENTS& SECTION A-250 STAIR & ELEVATOR PLAN KEY NOTES pF El El " ® O .a..._. ry....._ o "^ L TYPICAL DETAIL REFERENCES AM wLEGEND — i STAIR 1 SECOND FLOOR PLAN ...V 2 I _ ----- i D y STAIR & ELEVATOR NOTES ...,._...,..".,...,�..... ... 1. _.",...,,....... ,... .i KIM L ..�... STAIR I SECTION [—.—Is STAIR 1 THIRD FLOOR PLAN "W -•" 3 STAIR I FIRST FLOOR PIAN w•--� 1 �'°""""°""""' cmMr ♦�.m... wwn. *Jamboree w N RO oz X 5 20 O= Z —i 5< 0 d QO OLL wQ Q a STAIR 1 PLAN ENLARGEMENTS& SECTION A-250 Piµvl Lo�nycl VON ReHw yrfaYWlM.mm Pm[pl. Cary Ca•YM b4! A16m1! CMN CRMrI CSIpYn bM�. 1•MCDM M.lb� M,G®N PIm. W, NM]MM 0 Jamboree LU Tn :?(D oz X �O O w ZJ m LU 0 w QO OLL WLL a STAIR 2 PLAN ENLARGEMENTS& SECTION A-251 Al STAIR B ELEVATOR PLAN KEY NOTES p 6,.e ✓. OHrem '�omeue Onum.r✓✓,e 19 �tlM-w,wrn nrwrOw.ws._rw.ra_rm �e o� ✓I i i i.® TYPICAL DETAIL REFERENCES :`-- LEGEND �..+.+✓.r.r,,,-.....,,..✓,.....✓✓. NSTAIR 2 SECOND FLOOR PLAN 4•--+ 2 STAIR & ELEVATOR NOTES col - EF •M•"-• STAIR 2 SECTION --+ 5 STAIR 2 THIRD FLOOR PLAN —^+131 STAIR 2 FIRST FLOOR PLAN I r.m�"""' Piµvl Lo�nycl VON ReHw yrfaYWlM.mm Pm[pl. Cary Ca•YM b4! A16m1! CMN CRMrI CSIpYn bM�. 1•MCDM M.lb� M,G®N PIm. W, NM]MM 0 Jamboree LU Tn :?(D oz X �O O w ZJ m LU 0 w QO OLL WLL a STAIR 2 PLAN ENLARGEMENTS& SECTION A-251 nwn � evu. cum campry: Amlem wiYq em.� �P01 rp�,M98aO IN�,G®N Mn• M. YIY.LIJeIe *Jamboree W U) oz X� 2_ O W Z J CO Ed QO LU LL LI. W Q Q a ELEVATOR PLAN ENLARGEMENTS& SECTION A-252 A STAIR B ELEVATOR PLAN KEY NOTES 0 El 71 ®`., TYPICAL DETAIL REFERENCES � LEGEND STAIR & ELEVATOR NOTES ELEVATOR SECOND AND THIRD FLOOR PLAN 2 n. �, n �Y•wrwmw.r,waw. w..,.� ELEVATOR SECTION 141 ELEVATOR FIRST FLOOR PLAN. — 1 nwn � evu. cum campry: Amlem wiYq em.� �P01 rp�,M98aO IN�,G®N Mn• M. YIY.LIJeIe *Jamboree W U) oz X� 2_ O W Z J CO Ed QO LU LL LI. W Q Q a ELEVATOR PLAN ENLARGEMENTS& SECTION A-252 A �UiT TYPE 1.0 REPLEGIFD CEILING PLV! (�I OE ).. r.e d w .w eNq.mwunwa.mm clnx town rmru routs ♦sw.r. Imno..�wwarmo re.0®u rn°. 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CA I &f$j gal l a=glg= D A Z& I; ii DDDDDDDDDDD ,I €A i # V I t •I $ggg 3i#n Illh� AFFORDABLE HOUSING m O1 ;gl D m j'nti!i i I II I € 3€ I III I III I I I I I,I I III III II �iA i y} 3=A i i i al€i3'@iI it€ i 1 333 i i 7p ii `1W¢f8a3='';E 3 33 i 1 i a�"f ag E++ Zpp a o e z O a 11 [,99 i€ 3i g 33 ,E� €al�i �3jt i3Q�giA • � � i E a 3 9 gg i3 .�t3�pilpg i i 3 0 � £ s C m [p[j yy�ytjiaCgAly IIIga573� ii 93 i3 Tai;3 ifi j�iyyze A € i E E � 10 �i iiy57 �€ i i3 e63�j� � A iill[ 3 aEgggg a i3 i I�g939dya 3,iiaE � 3 is Ai 3 's, y z g�v3€ 'i ¢i i!gi 3 i SxSCi a e H 3a i e A! TR i I 3 3 "aXX"a s� XXXe XXXXXXXE'�^ 3O XXXX� 1X49 AdAA a�3 as � fm SAd�aa 3333 33i i33;333 Ilp a �� Y = I; ii DDDDDDDDDDD ,I €A PASEO ADELANTO MIXED—USE # V I t •I $ggg 3i#n Illh� AFFORDABLE HOUSING m ;gl D m j'nti!i i 0 5^ aa 3€ SAN JUAN CAPISTRANO, CA iYYYY01 lunuouI c�'iy i�;�IE DDDDDDDDD®D PASEO ADELANTO MIXED-USE "'_;i{€ AFFORDABLE HOUSING 3 !i D_ fi r SAN JUAN CAPISTRANO, CA 4j r >i'g fi gg ld Y'. GreA1BMiE 0.rPr.lbn /M... II1Pf M,Bl30 Y.i'e,GB08N 0030] MB Jamboree W Tn W X O Z Lu Lu 0 Q O w In Q a L a TYPICAL WALL SECTIONS A-701 m� INTERM WALL KrERSEcTioN el TUB TRANSITION -,-- 15 TUBS AT INTERIOR PARTITION 14 F D WELL. E NOTUSED-- 131 NOTUSED °- 12 1 -HOUR FIRE PARTITION AT DWELLING UNIT 1 ld Y'. GreA1BMiE 0.rPr.lbn /M... II1Pf M,Bl30 Y.i'e,GB08N 0030] MB Jamboree W Tn W X O Z Lu Lu 0 Q O w In Q a L a TYPICAL WALL SECTIONS A-701 Rmpq temp vae, Rea.. .AeR.9.m,wm,x.. mm e,RaW. wm oRaRRM Aiem,e c5em comm.no. .0 W76 RmR. ao. wxRemR *Jamboree W U) ❑ W X 2b O z W a O W a a v d h z SM I..a Fevlelon 1, w Q 0 ittl2Z,=:.��3TS TYPICAL WALL SECTIONS A-702 o - o 0 I-HOUR FIRE BARRIER SINGLE STUD) 121 I-HOUR EXTERIOR WALL AT UNIT BALCONY <- 1 Rmpq temp vae, Rea.. .AeR.9.m,wm,x.. mm e,RaW. wm oRaRRM Aiem,e c5em comm.no. .0 W76 RmR. ao. wxRemR *Jamboree W U) ❑ W X 2b O z W a O W a a v d h z SM I..a Fevlelon 1, w Q 0 ittl2Z,=:.��3TS TYPICAL WALL SECTIONS A-702 r,.N.y.trvMMIMF..tl GmF�V. bmEwee Na,Yp Mlaw'. I)AI Yna G&B4 PMn N.. Pi.M]MA Jamboree LLJ L'] LU X 2 0 Z 15 LLI 0 Q O LL COQ a SMeI leave 6 ftevbim Up Q r. 0 0 x3m=: s:r3 T�SS"��SL x FIRE RATED ASSEMBLIES A-7Ub yr ® • w.wu. m am, om,. NOTUSED 24 ATTIC DRAFT STOP 120 1 HR RATED EXT. ROOF-..—, 16 1HR RATED ROOF ¢�Y~�*A211R RATEDUT.ROOFATCLAYTLE 8 1 HR RATED ROOF�CIAY IRE �^• 4 wP" NOTUSED—+^+ 123 NOTUSED+119 IHRRATEOWA BEWATROOR iS TUB AT 1 HR RATED FLOOR » 77 IHMTEDUMATODIRDAMOU 7 1 HR RATED BALCONY FLOOR^-- 3 mws san..n.c w.0 TIME "»^-2 NOTUSED JL2_2 REU WtWTATIMRATEDW ..w tO IWRATEDEXT.ROORATE)3.1410101--, B 1 HtRATEDW.. FLOOR ATVKA " © w N 1171 1 RRRTAEW0O MAT FLOOR 131 LECH.DUCTTRRU 1WtRATEDFIR Y 91 RIRATED0.0piATNf.COAPDOR •W •,". 5 1 HR RATEDINT. FLOOR �,v.1 r,.N.y.trvMMIMF..tl GmF�V. bmEwee Na,Yp Mlaw'. I)AI Yna G&B4 PMn N.. Pi.M]MA Jamboree LLJ L'] LU X 2 0 Z 15 LLI 0 Q O LL COQ a SMeI leave 6 ftevbim Up Q r. 0 0 x3m=: s:r3 T�SS"��SL x FIRE RATED ASSEMBLIES A-7Ub b CfeM Gq�p: bMux Xevp furor.mn •Mve: II101 Cp�MHlaD PI RI Me.G®4 PI M. 4.YSq.IBM *Jamboree W U) 0 O W x 0 z g w 0 Q 0 LU 0- Slreel Nue 6 aev�sim Lig 0 ^ w 0 A D O D D 0 A imago o ajw FIRE -RATED DETAILS A-706 ► cul �I, :� v� .. -��I� +I►' �I �I © �►cul �.:.. ►' VIII-'�� -gin �►: �-.i �� ►"�� (�_ _,i� _ -.� it b CfeM Gq�p: bMux Xevp furor.mn •Mve: II101 Cp�MHlaD PI RI Me.G®4 PI M. 4.YSq.IBM *Jamboree W U) 0 O W x 0 z g w 0 Q 0 LU 0- Slreel Nue 6 aev�sim Lig 0 ^ w 0 A D O D D 0 A imago o ajw FIRE -RATED DETAILS A-706 R�cam Vcb. Ro[4. m4Y.@Yd,WMM.mm R�melgl MCW.nN t CYeM raWT. A.�_Ngsbq CarpMbn R13.n 1)IMfu.i.Na&b1V MeG®N r�m�w. u�.w.eam Jamboree W Cn W X O z Q W 0 Q O W T7 a a�wwu.awn.eR Lau D 4 ad; We FIRE -RATED DETAILS A-706.1 um . L .emnvm aruaw m mn.rv.0 oumemunmm m.oawm.. w... rm.tanmrw WD STAIR STRWAR @ PARTY WALL 112 HOSE8MBOX@E%T.IHRWAL + 10 WATER VALVE WALLATION max+-'• 4 2HR MECH. SHAFT Ill FRES EXT.1 RRWWL 17 1 HR TUBE STEEL COLUMN ^• a PLUMBING CORRIDOR^'^'• 10 FK WGLAMER W.I HRWNL ^+ 16 1 HR TUBE STEEL COLUMN 2 +e In meq° m OFFMEANDMO(MfM • 1131 PLUMMG PARTYWALL—�-^ a RECESSEDPANEL 1Hi. WALLk-,-,- 5 1HRWOOD COLUMN 1 R�cam Vcb. Ro[4. m4Y.@Yd,WMM.mm R�melgl MCW.nN t CYeM raWT. A.�_Ngsbq CarpMbn R13.n 1)IMfu.i.Na&b1V MeG®N r�m�w. u�.w.eam Jamboree W Cn W X O z Q W 0 Q O W T7 a a�wwu.awn.eR Lau D 4 ad; We FIRE -RATED DETAILS A-706.1 Pymcww: vam,mu. .�.u.maw�eei.r...wm bg nbcwro.+ww miPm�e aem rear. m.m.. m,wg wmeoe.o wa..: nrm m..,n..arai w.0®u Pm.. m. ew�sx * Jamboree W 1n W X 2 Q Z g w Q O w Cn d U 2 6 U sneai a:.e a ae�.�:gee Loq p p p p p p p p A W-gaogg-g—�_p'i ACOUSTIC ASSEMBLY DETAILS A -/U/ RISERCLAMP 24 VERTJHORIZ. PIPING 120 TUB/SHOWER 118 h h- - WALL ORERSECTX7Nw H• 4 THROUGH WALL STUD 123 SUSPENDED HORIZ. 119 TOILET 15 GUIDE TO RESILIENT CHANNEL INSTALLnONI--,d 7 WAC DUCT THROUGH WALL • 3 .e.,..M......e.,„,...-. PIPE ISOLATION =-•-+- 122 SUSPENDED WASTE 18 L-A-V-./-SI-NK-T - ------ 114 TYP. PLUMBING WALL 110 TYP. ROCK TOWALL NiERSECiDN 8 TW.WALLNiERSECTM +-- 12 aunty yl� fes_ Yfi ernammm'w�wa.. ..uunwu..-�+• "'"�•'"�. VERTICAL SUPPORT 1-- 121i LAUNDRYBOX-•_,. 17 HR NIERm RATED FLOOR._•=a13 ACWSTICAL ISOLATIONS 9 VPCRETETRANSITION • 5 RR7L1ttN IIR00.1WLLY3AR1tt11 - 1 Pymcww: vam,mu. .�.u.maw�eei.r...wm bg nbcwro.+ww miPm�e aem rear. m.m.. m,wg wmeoe.o wa..: nrm m..,n..arai w.0®u Pm.. m. ew�sx * Jamboree W 1n W X 2 Q Z g w Q O w Cn d U 2 6 U sneai a:.e a ae�.�:gee Loq p p p p p p p p A W-gaogg-g—�_p'i ACOUSTIC ASSEMBLY DETAILS A -/U/ NJe� NLL. v�vrtYMK MMmm rmipa Lm•v wl+Mv b411. 301LW1! CN111 C[mpq' Ax:eww lbWq Lwµgbn eme�'. 1]N10a�Mg9bD] Mv,G9BH Vbn M. 6N.IDlMtt Jamboree FIRE -PENETRATION DETAILS A-708 Suggested Installation for ti:. 3MI- Fire Barrier Moldable Putty+ "1. on Electrical Outlet Boxes P F}f Y' bio a a.�.._ t-4 SFS.TaTY .iA .- WTLPPE MWALL -W14083 8 ELEC.@2HR.WALL-W{.1085 • 4 r rm.rrrerW,wra.rr. r.rr Wim- xwe—•rr. r. ,xra-.ru..rt-a.0 !1 ' g --. u.m.-...�� PIPE THRU 1 -HR WALL -W-L-5040 119 ELECTRICAL OUTLET BOXES -R9700 III lll 2 .•n,w -- —A IB Tp l/ _H .5` •-. .r secuoN A -A STEEL VENT DUCT THRU HIR WALL -W-1-7032 117 STEEL VENT DUCT THRU FLOOR -F-C-7001 19 NON-METALLIC PIPE THRU FLOOR -F -C-2024 1 NJe� NLL. v�vrtYMK MMmm rmipa Lm•v wl+Mv b411. 301LW1! CN111 C[mpq' Ax:eww lbWq Lwµgbn eme�'. 1]N10a�Mg9bD] Mv,G9BH Vbn M. 6N.IDlMtt Jamboree FIRE -PENETRATION DETAILS A-708 PMept �^ �M m CIM[ Conpp'. 8n'b,x 1bux0 fniP.lun AMS'. R1111 Gsy, M.AYlm MY{GOH PbY K. W]6].S9N Jamboree W Fn D W X 2 O F - Z Ld W Q O W Ln Q CL $M1ml laeue 8 ReNaan Loa o_ 40� 0 0 0 0 0 0 0 0 r�s:m• t FIRE PENETRATION DETAILS A-IU9 SECTION METAL TUBING OR STEEL CONDUfT THRU 2 -HR WALL - W{.102) -- 112 METAL PIPE THRU 1 -HR WALL - W-1110@39 + 4 rrwrL`_. r.r..�'rr-• 1Np). Nw Ni.]13) 3Y.bm No. W-L.203bC 450. ss..�rr.m..+wa.w,.w nnw.-aw ._rw.n. n. ror u...........n. rv. .tea+w .wwwa-,w mu.. -.x . ,........_,.. ....... ,n_,.,.-.... �.,.... 4 A g 2 3 A ![LTNNI A.A 2 ' tq ` 1B -A Sactbn A -A "a A"'. ..'+r•,.'r.. ...i....r......o.w CABLE BUNDLE-THRU 1 OR 2 -HR WALL- W -L-3030 �•++ 19 W. MULTIPLE METAL PIPES THRU 1 OR 20HR WALL -W-L-1255 1171 NON-METALLIC PIPE THRU 1 -HR WALL- WL -2023 19 NON-METALLIC PIPE THRU 1 -HR WALL -FZ-2038 1 PMept �^ �M m CIM[ Conpp'. 8n'b,x 1bux0 fniP.lun AMS'. R1111 Gsy, M.AYlm MY{GOH PbY K. W]6].S9N Jamboree W Fn D W X 2 O F - Z Ld W Q O W Ln Q CL $M1ml laeue 8 ReNaan Loa o_ 40� 0 0 0 0 0 0 0 0 r�s:m• t FIRE PENETRATION DETAILS A-IU9 FruIStl COM 5. Vkbr XaEM w5m1. C ID1W]IS AO Cflm1 C^^P+�r J.rtbrae WUSMq CwprXbn PMw: P101GprpeHb36 MqU� vnw w. eo xm.Nx pJamboree w V1/ J Q W X 2 0 Iz Z w 0 a 0 W a 9 S�cer I35w 6 Rnrision Lng p p p p p p p p A A-710 8� =•V^�__'-___ . _.�-.rte .......r_. MERE- w5w..r^SS.�e•.-r Y R FLOOR WALL SYSTEM C 1175F-- 24 FLOOR CEILNG SYSTEM FO -1002 - 114 FLOOR CEILING SYSTEM F62160 L 14 _4 FLOOR WALL SYSTEM C- A292 23 WALL SYSTEM W -7050 � 113 ME FLOOR CEILING SYSTE:C-20261 1211 FLOOR WALL SYSTEMC- 2278—, Ili FLOOR CEILING SYSTEMFCd930 .•... 1 FruIStl COM 5. Vkbr XaEM w5m1. C ID1W]IS AO Cflm1 C^^P+�r J.rtbrae WUSMq CwprXbn PMw: P101GprpeHb36 MqU� vnw w. eo xm.Nx pJamboree w V1/ J Q W X 2 0 Iz Z w 0 a 0 W a 9 S�cer I35w 6 Rnrision Lng p p p p p p p p A A-710 c�c�< V- »a..o.aoreonM..Pom �,�VH , A�4MWmE eFem •m...: nrmw,m..srm M.GYM me.. w. w�mmm W U) D LL X c G O z Z g W D Q O LL Q Jamboree �.1 FIRE -RATED ASSEMBLIES A-711 Suggested Installation for `W '•"' 3W- Fire Barrier Moldable Putty+ W Ai on Electrical Outlet Boxes TTI i s'rzTllm A -n - MTLPPE 2WWAL-W.L.1063 8 EPEC. 2HR. WAIL•W.L.IN5 4 .r.,^rm�a..nm..........,.n...,.w.n.a.......,..., n., n .,ur[ 01 ro J .._.......^. ...ui..-..a u.._. PIPE THRU "R WALL - W -L-5040 119 ELECTRICAL OUTLET BOXES -R9700 III P,Q Tr -J Nnm.w ra mz .•r w r,: p."�..t( 'u ,y1 1 LU 3B �— •.3A 71 - SECTION A -A ,.._-.-.».--..s.a.. _ ..,_. ..._. ,._..,....... MEL VENT DUCT THRU 1 -HR WALL- W -L7032 1171 STEEL VENT DUCT THRU FLOOR -FL-7001 191 NON-METALLIC PIPE THRU FLOOR - F -C-2024 --• •• 1 c�c�< V- »a..o.aoreonM..Pom �,�VH , A�4MWmE eFem •m...: nrmw,m..srm M.GYM me.. w. w�mmm W U) D LL X c G O z Z g W D Q O LL Q Jamboree �.1 FIRE -RATED ASSEMBLIES A-711 GCC PmptlgoMncl pM�Ralin qn®MvpM,epe.mm PMelpl Cwe/bI.MX pf Aip{OiB b� come.m. mm ucs. Pb. b. BW.M]Polp W Tn 0 W X 2 0 z Z LU W Q 0 W N a Jamboree U 2 9 U I A-720 } IMNM �u STAR OLGWINLV uer.ww roR TMps noaw P,,m.m, W mm nmv ....<....o,,..<.,........ 3RD FLOOR e.e'se^m NO ROOF_ -, w...,.... �,....m,..a.,. I ,.,....,.. NOTUSEDv-•= 124 OCCUPANCY SIGN '—d2 118 STAIR IDENTIFICATIONSIGN•--' 1 S NOTUSEDw•n•• 4 I mI�RGUARDRAIL NOT USED ...-•• 123 NOT USED W -•• 118 GUARDRAIL ELEVATION AT STAIRS^p 1111 TACTILE SIGNS 17 EDGE��q 3 it t�€ NOTUSED-- 122 WOOD STAIR SECTION ^•• 18 NOT USED = 14 HANDRAIL EXTENSION 6 MIT. STAIW@ TOP TREAD 1-12 NOT USED -ten.. 1211 NOT USED - 1171 NOT USED 1131 HANDRAIL ELEVATION _...>•'• 5 1 INT. STAIR @ BOTfONTREAD �• ++ 1 GCC PmptlgoMncl pM�Ralin qn®MvpM,epe.mm PMelpl Cwe/bI.MX pf Aip{OiB b� come.m. mm ucs. Pb. b. BW.M]Polp W Tn 0 W X 2 0 z Z LU W Q 0 W N a Jamboree U 2 9 U I A-720 P�C�w.� vt�,Q.- as b0e. IDIPWIf CtMe canP�Y'. aMarIMW q�n IW.r. tllMf MBib SO w.. ueau m.n rc. aow.eme * Jamboree W W X 2i O H Z g W D Q O LL Q a GUARDRAIL DETAILS A -7Z1 12-3 ri I a"^ EXTERIOR STUCCO CEILING BALCONIES[ 12 BALCONY VENTILATION �y'8 0 I I LCONY FLASHING S4G�DeLESS J 17 "� I err, �� "" n.w • SECOND FLOOR DECK a GUARDRAIL SECTION —«-- 2 -77 TT.LGWWMLSARWf HW --,-21 IGUARDRAIL ELEVATION 1 P�C�w.� vt�,Q.- as b0e. IDIPWIf CtMe canP�Y'. aMarIMW q�n IW.r. tllMf MBib SO w.. ueau m.n rc. aow.eme * Jamboree W W X 2i O H Z g W D Q O LL Q a GUARDRAIL DETAILS A -7Z1 �m CJCJ( mumzar—�, *Jamboree Ens. ELEVATOR DETAILS A-722 SELF CLOSING DOOR 112 ELI 8 J— HALL euI 1� t--- OFM TOTAL DOOR SYSTEM I SELF CLOSING DOORT7 15 ELEV. DOOR SECTION III ELEV. SILL AT CONCRETE 7 1 HALL BUTTON UPPER LVL) 3 ( 1 .... . ...... PIT WALL AT BACKFILL 118 ELEV. LOBBY ACCESS RED. III) NOT 16 ELEV. CONTROL PANEL 12 MA ELEVATOR NOTES ELEVATOR PIT �—Zt F13F ELEVATOR CAB I-- ELEVATOR DOOR JAMB 5 STAR OF LIFE ---• 1 �m CJCJ( mumzar—�, *Jamboree Ens. ELEVATOR DETAILS A-722 Dwln'A CevrtbeQVtlat RebY. MulN..kn.m R'mgt CwryDeYerd/ ADI.. ID1901ID CNM cwpwNn s'. �.IP4w,De Dbd9 DA.,GAbN NIn Ne. W.M].MM * Jamboree 111 W X 2 O F Z g W Q W Q EL 5 gz N i L� ROOF DETAILS A -73U � i(•a .nr .n, m w,mw ��wu`vu�<n�ei.iuunu.nnunwuuw..0 r,wnw _ - <avwar.mn n.. e....w wn..ruann. d m�•m. <.w,wnem.v.,nn<,.u.ownnn.nw.nv iim..u.wur,. nonem.... r.wnwemm sn .mss wdiinwvf TYP. ROOF SCUPPER ISO 124 NOWT USED + 20 NOT USED + 18 METAL SEALANT BOX 112 TPO SCUPPER DETAIL 18 METAL EDGE GUTTER 14 awn ' m„,.. m,.,,-„nmw..... ,n.n. ,w.—. ww..a.•„w„W�, w.,..,,w.n..,...,.aw«::`�.�..W..w wwa....w�.�.�. ,�mw,.Q..,., OCWNSPOIIT BASE -••"^ 23 TPO ROOF AT DOOR THRESHOLD-• •- 19 SQUARE TUBE WRAP ter• 15 VENT BOOT FLASHING Ill NOTUSED 7 COATED METAL EDGE 3 FS'�b',R.IRRIR: • �•�� VP TYP. COPING CORNER DETAIL — 122 TYP. ROOF DRAIN 18 WALKWAY PADS IM NOT USED —!1_110 METAL WALL SCUPPER�w • 6 TPO VALLEY DETAIL w ••- 2 ' WHIGH ...:,......an. �TPO TYP. METAL COPING + 21 MLRTPLE PIPE PENETMTON— 17 WD. EOIAP. SUPPORT SLEEPER-...... 13 NOTUSED— 9 WALL FLASHING • 5 RIDGE DETAIL do-• 1 Dwln'A CevrtbeQVtlat RebY. MulN..kn.m R'mgt CwryDeYerd/ ADI.. ID1901ID CNM cwpwNn s'. �.IP4w,De Dbd9 DA.,GAbN NIn Ne. W.M].MM * Jamboree 111 W X 2 O F Z g W Q W Q EL 5 gz N i L� ROOF DETAILS A -73U na.ypeweeo,.M.nn rx.e a. cmv a.N.ry bOR. 2NBN�8 CixN a..uo. I.Mo'. IT010e. M.8bdO MU&BN Mn No. MINABM Jamboree Lu Ln Lu Lu X_ O z Z g U-1 Q O U-1 Cl SM1eM Mpe6PeNYm lap D ROOF DETAILS - TPO A-731 W...�•ROOF ROOF EDGE AT SPLICE ++• 18 EDGE 112 EQUIPMENT PLATFORM f.- 4 + GRAVITY VENT •^'• 15 FLAT ROOF TO WALL Ill BASE TIE-IN I...... 17 ..moue urrnr w.mro li _ _ M`®`�y'm _1 4 n a ........... ��"m` PARAPET COPING ^+ -'^•• 14 PENETRATION POCKET a 10 COATED MTL SEAIANi BOX =*.+..• 8 CONDUCTOR HEAD ..ew.^' 2 PLASTER PARAPET COPING 1131 ROUND PIPE PENETRATION • S SCUPPER AND OVERFLOW •.• 5 OVER SCUPPER+^'- 1 na.ypeweeo,.M.nn rx.e a. cmv a.N.ry bOR. 2NBN�8 CixN a..uo. I.Mo'. IT010e. M.8bdO MU&BN Mn No. MINABM Jamboree Lu Ln Lu Lu X_ O z Z g U-1 Q O U-1 Cl SM1eM Mpe6PeNYm lap D ROOF DETAILS - TPO A-731 Me,G®4 MeY Ha. BO.L].YY W W cX G O Z g W ❑ Q O W U) Q a Jamboree U QyZ F a U a SMeI luua 6 Reriebn L[g Qm Q Q Q Q Q Q Q Q Q ROOF DETAILS - TILE A-733 i .., S¢'« -•115 µms» ROOF AT GABLE «•=»» 120 VENT PIPE FLASHING TYREVEDET. 112 ROOF ATWAU INTERSECTION 8 METAL CAP ATRIDGE 14 O'HAGIN VENT SECTION d•. 19 HIP AND RIDGE 115 VALLEY UNDERLAYMENT —III TYP ROOF RAKE AT SHOE WALL «• ----,-F7 TYP ROOF RAKE DETAIL » 3 m I I � n..ni.wn•ur �i+M m O'HAGIN VENT SECTION —.mow 181 NOT USED » It4 OPEN VALLEY • —_, 10 TYPICAL EAVE DETAIL F+• W» 2 i --------------- w ROOF GABLE DETAIL]—- 13 DOUBLE LAYER UNDERtAYBENT --,-191 TYPICAL EAVE DETAIL 151 TYP. ROOF AT TILE 1 Me,G®4 MeY Ha. BO.L].YY W W cX G O Z g W ❑ Q O W U) Q a Jamboree U QyZ F a U a SMeI luua 6 Reriebn L[g Qm Q Q Q Q Q Q Q Q Q ROOF DETAILS - TILE A-733 Prq.el C.Mtl VW Petl.. vmph•PVh.[YWwN. mm PmfPl. C.a%CeEMM b!♦ AI&O]�8 LWnI Cwvpm: am � RJYe�. �IA1 U.siMa9bS4 M.G Su Vbn Hf. M.AINtt *Jamboree LLJ T) LLJ cX G O Z g LLJ D Q O LLJ 1n Q a U O U k. SMaHwro 6 rtvnebn tap Q w� 0 ��IIL'1�1 4— SCUPPER AND COLLAR--,. JiB NOTUSED +• 12 TW.WALKWAYBMER59HING--=L 8 M.WWAMAYWATEWROO"w..=.+• 14 wwwu.nnem o Y =�� ` � •wwm TYPICAL WALKWAY SILL PAN -, 15 CSTR.CMTATSIEATHW WO =- 11 TYP. DECK MR EDGE LAP 7 VIETAL SCUPPER AT COORKIM m :P 0 vim.. n'vunp .srum..mn <�.�... ... m�yw=w•• Y .'(• bB,f®¢616® emmar v..w p• �[tr=vu+imss. A c m.mmww.¢wmmmwm.wm.wnw.uwn •wT .rymiw. .. i`• w ... a �••••�•"•••• �.^' �Y M��p;• m.�rmm�wws.w< CORRIDOR THI 118 CORNER REINFORCEMENT .---+• 110 TYP. L -METAL CORNERS µ= +-•' B WNMWAYTRWSIDNc0vpECE —^'^'m 2 X09 ..m NOT USED 21 DECK TO WALL FLASHING 117 DOOR PAN FLASHING 113 NOT USED • 19 TYP. L.METAL LAPS = r-+ 5 TRANSITION -H===� 1 Prq.el C.Mtl VW Petl.. vmph•PVh.[YWwN. mm PmfPl. C.a%CeEMM b!♦ AI&O]�8 LWnI Cwvpm: am � RJYe�. �IA1 U.siMa9bS4 M.G Su Vbn Hf. M.AINtt *Jamboree LLJ T) LLJ cX G O Z g LLJ D Q O LLJ 1n Q a U O U k. SMaHwro 6 rtvnebn tap Q w� 0 ��IIL'1�1 PnFtl CanWP Vuioe Fa[!e rmlb.g.trvRWreM..mm meY �.w+'ih Gi1N Compxrl: LmM�>e ,>0sv I7AIGu�Me,9b2G Me.G�I> PMn M. W.MJMM Jamboree PLFDEK 8 CON-DEK DETAILS A-741 nnuw amu.•. �Y/ ;ix= e.., a NOTTUSED-•°'-•+ 120 GUARDRAIL CONNECTION_...M.18 WOOD POST FLASHING 112 PERIMETER METAL FLASHING 18 DECK FLASHING 14 rt' rl— EDGE FLASHING ... 19 DECK TO THE WA5 NOTUSED^•L i11 FLASHING OVERLAP 17 F"TDWNLDKXRA DODIM9? - 3 NOTUSED--•= 118 PLASTER TO CON-DEK •m•^•- 14 DOOR PAN FLASHING 1101 SCUPPER -ISOMETRIC 16 FMMW D9RAAMWBTCU ° 2 ..... ` b ...,,..._ Q. ..�n ....m_ Me— e.�. OVERFLOW --•= 1171 SCUPPERT--,-7131 TYPICAL DECK COATING 151910-M DRAINAGE CRKXEf 1 PnFtl CanWP Vuioe Fa[!e rmlb.g.trvRWreM..mm meY �.w+'ih Gi1N Compxrl: LmM�>e ,>0sv I7AIGu�Me,9b2G Me.G�I> PMn M. W.MJMM Jamboree PLFDEK 8 CON-DEK DETAILS A-741 m bsP.o.�ouwemoewarPw s� aoti,A�.m.�o �a.�s..�a.�kP.ws:. s•.:a.�. Me.G�10 fl'en lb N.10.l.Mtt Jamboree $MBI is .e& R-.. Lop Q .w m A 0 0 FLASHING SEQUENCE - FLUSHED WINDOWS MSR MPOMWPYR "t PwEmMfliY® .mcwrcR� �� / bsP.o.�ouwemoewarPw s� aoti,A�.m.�o �a.�s..�a.�kP.ws:. s•.:a.�. Me.G�10 fl'en lb N.10.l.Mtt Jamboree $MBI is .e& R-.. Lop Q .w m A 0 0 FLASHING SEQUENCE - FLUSHED WINDOWS ® v O Mmarv.re © ®® �mowarvn arca �r j mrmmo _'v.. e.uwu. e �..✓....o,,..weu.uuuuvu.p.® Li11 ® _m I RECESSED WINDOW FLASHING SEQUENCING III P�:�u� �rw✓mm Pnept ertyMdl� CYYR Coni�ry. AmEeree HeimmY Me,UMN VNn Na. W.AI l6)6 *Jambaree LLI N LU X O Z LU LU 0 Q O LU U) a a Brut laws 6 R.. Lap 0 0 m 0 0 �?SZ•.��r� ems??r—:ori S. L •�• FLASHING SEQUENCE - RECESSED WINDOWS I.,&lfl Pte e� Me.GR4 VRn M. YMN.MT *Jamboree LL Fn W X 0 F_ Z g LL Q O LLI Q a WINDOW 8 EXTERIOR TRIM DETAILS �L•f�7 O CORNER LATH REINFORCEMENT 14 F 21 TYP. WNDOW HEAD -- 13 TYP. WINDOW JAMB --•-- 2 15, M �pTYP. WINDOW SILL t SSIS P RECESSEDWNDDWtEDGE —r-. Pte e� Me.GR4 VRn M. YMN.MT *Jamboree LL Fn W X 0 F_ Z g LL Q O LLI Q a WINDOW 8 EXTERIOR TRIM DETAILS �L•f�7 aer. � m�emm CRem •m... ,rrac � sr� u�rynr«ew eoxa. W 0 W X 2 0 F Z g 111 a 0 W U) CL Jamboree 6 a 0 STOREFRONT DETAILS ��0 TYP. STOREFRONT SILL 18 NOT USED12 NOT USED 18 NOTUSED d STOREFRONT 0008 CAU - 23 STOREFROAT OOORpiW0ODSIUD •M• 19 STOREFRONTIO BITIIRSPA—,.. 115 STOREFRONT HD. III NOTUSED • 7 NOTUSED 3 ,�_ STOREMWAW@WTNiLSTUD-7 111 STOREFRONT JAMB 10 NOTUSED-"•"•= 16 NOTUSED 12 F07R FROM000R WOOOSTLDl-- 1211 Sr0R990M000R LRLS1Lx)j. 117 UMEFR0NTSSL WTWTLSIIID......'. 113 STOREFRONT SILL 9 NOTUSED m - 15 NOT USED " 1 aer. � m�emm CRem •m... ,rrac � sr� u�rynr«ew eoxa. W 0 W X 2 0 F Z g 111 a 0 W U) CL Jamboree 6 a 0 STOREFRONT DETAILS ��0 P�Vv�Con YOxR.IY. et.n n.. uwu rro. we. wc.ma.rn Jamboree W U) D w X 2 O F Z g w Q O w Q a DOOR DETAILS —�V�1� ... -6-^HEAD NOT USED ---•- I24 NOT USED • 120 NOT USED —.-= 116 NOT USED = 112 FLASHING .T. a SHT. MTL. HD FLASHING 14 NOTUSED�--=• 119 BI -PASS CLOSET JAMB=•^'- 15 NOTUSED—_-•_ Ill TYPICAL FIRST FLOOR SILL PAN .-..<3 NOTUSED -_ 18 — NOT USED-=' 114 En.HOLL•• OWMTLDR.HEAD-- 110 EXT..WOOD DOOR HEAD ��•^+ 6 TYP. INT, DR. HEAD 12 EXT.ALUAIBAI D00RRASHM ---- 121 NOT USED • 17 NOT USEDk-- 1131 EXT. HOLLOW MTL DR. JAMB = - B XT. WD. DR. JAMB FIASHM • 5 EXT. DOOR THRESHOLD +-+_ • i P�Vv�Con YOxR.IY. et.n n.. uwu rro. we. wc.ma.rn Jamboree W U) D w X 2 O F Z g w Q O w Q a DOOR DETAILS —�V�1� Ppevi LoiYY' ReIM vn4:^t4�M.^ PNVIIJ Grty 4lMnry tplpWiB Cunt conywny'. rmrr MeuF Lo pawn Iwbar'. tmnfusiM.Rwaa Iv�,Gpollt VMn Nf. WA1.bM W LL X_ 2 O z Z g w 0 Q O LU Cn Q a Jamboree a U Z 9 N Q. a SMaI lease 6 Rw4un Lep 0 D O ==.- v Zajw DOOR DETAILS A-/59 r ROLL -UP DR. HEAD -CMU .ev...-�. 8 E e.HM ROLL -IP OR. HFPD- CONCRETe — 12 wwtir METAL GATE DETAIL---- li3i WAGEROLL4M-CONCRETE •9 OLL-UPDR.JAMB�-CMUwer"• 151 ROLL-IPM..VAIB-CONCREIE�^- 1 Ppevi LoiYY' ReIM vn4:^t4�M.^ PNVIIJ Grty 4lMnry tplpWiB Cunt conywny'. rmrr MeuF Lo pawn Iwbar'. tmnfusiM.Rwaa Iv�,Gpollt VMn Nf. WA1.bM W LL X_ 2 O z Z g w 0 Q O LU Cn Q a Jamboree a U Z 9 N Q. a SMaI lease 6 Rw4un Lep 0 D O ==.- v Zajw DOOR DETAILS A-/59 ViMU GnW. Vtlw 0.eLY. ApB, Ai&WIB CIeM Lory•ry: .M1mbm NOWq Grpnb^ Rb.� f111XGa•e�M9b20 h�e.GBIDIB VIxti M. f..d.lR w U) D 0 w X 2 0 Z LU Q 0 w Q a Jamboree k N U a EXTERIOR DETAILS A-770 ® ® m mrau� - I rn a vm rrnammwwnrm � a.w �n.ir NOTUSED 24 NOTUSED 1205 116E%PANSIONJOMTMTERSECTI011—�*--12 DCIR0LtWAT0UTSMC0M—,d8 TYP. OUTSIDE CORNER •••- 4 17 B' 1+ i i6 -,i flii- NOTUSED--- 123 NOTUSEO = ISMSEOFWN! ,WALNYIAY*»r•••^15 WEEP SCREED CORNER LAP Ill TYPICAL SOFFIT DRP W•-- 7 7YP. INSIDE CORNER - 3 .01 Miji jj�jrj11,-0 If I ,l I rp .urrmu.mmr ,� u l rar�,....�,.....e uiSii WEXPANSION PENETWIDNFLASNNGSEMENCE *-+22 NOT USED - 78 BASE OF WA GRADE �• 14 WEEP SCREED OVERLAP SCREED - 8 EXTERIOR CEMENT PLASTER --••» 2 ..d. .r......r ..tee...,,,., � � ®.s.rpT.r.. ® .,....,� � �� m..�..... m..ar �a�$"�yF" r.ur..,. •,�. ,r..r.aar �iI '' ,...ere •• � 7•""A.R. ..w ....� ✓ ..rum®e ,.-. I R� .®....®m .sRm,..„d fflffamm umw.NJ� te.m .. �Fem. my»,xswm TYP. VENT PENETRATION--==•- 77 KFIASN PENETR4110N RASHNGm 13 ORP EDGE @ OUTSIDE CORNER •.. 9 ;P. VERT. CONTROL JOINT 6 WEAIFIER RESISTNE BARPoER�� 1 ViMU GnW. Vtlw 0.eLY. ApB, Ai&WIB CIeM Lory•ry: .M1mbm NOWq Grpnb^ Rb.� f111XGa•e�M9b20 h�e.GBIDIB VIxti M. f..d.lR w U) D 0 w X 2 0 Z LU Q 0 w Q a Jamboree k N U a EXTERIOR DETAILS A-770 Prt�•'lVgwxtt. Vub FOHe P�gst. y{e6aRWiMMMmry AI WIB Cfent 4e^v: xmxne�wwre ex'. Iml�6w�M.9hM M. G®la *Jamboree W N O W X 2 O H Z w 0 Q O w In a U TRELLIS DETAILS A-//4 � s _ _ s s �,i li �Y.WIII IYI�I�I�I�I�LIYI_I 1_1_1_1. . _; o� � s� yz:s;sm � sua.a.a•s.s aye mks a e e,e s W ;;� - �IYr :v - - - --- - fl u n o u � p u u u n n p q u n o u l .:.._ . o • INl�liil■I■I■I■I■lil■lil■I�I Ipl��II1I1�1I�1�1I1I'�tll slm21 1 :xxee�xm�s Rlp� 1 1 1 ��1 up �sls I I I I�IY�I�IIY�III - d o it yam ��m,:�emxsa, •e ::ease essss.l 07733:1�'i -Sle I' I� I�N� Iu�Is1iN L��H� ® ' I o a, = �� ,•�I�l, . POW -- IR �I Prt�•'lVgwxtt. Vub FOHe P�gst. y{e6aRWiMMMmry AI WIB Cfent 4e^v: xmxne�wwre ex'. Iml�6w�M.9hM M. G®la *Jamboree W N O W X 2 O H Z w 0 Q O w In a U TRELLIS DETAILS A-//4 pePu genbM: YVet PeMn ekW�E[oYbMe.mm P,YepY-. �aMmi/ CYM unpin: Snbia�Nwep Pe1�w'. tTM mw�Ma4IIP AiRGQew m.e. ue. ermvmm *Jamboree W W X _ 5i O z Z g 0 Q O W 1n Q a U 2 R d U Y MISCELLANEOUS DETAILS A-775 IF NOTUSED 18 NOT USED • 12 NOTUSED 8 TRASH CHUTEOVENTCAP •= 4 NOT USED --•• 1151 NOT USED III NOT USED 7 TRASH CHUTE@ LEVEL 3 TOP FROM RIGM SIDE t![A ADA TRASH CHUTE DOOR SONG 110 NOT USED 16 NOT USED --•• 12 ."^.'gym'•". — .,.,.,... qm � � TVP. SLAB ON GRADE--- 117i ADA TRASH CHUTE DOOR ISOMETRIC 19i NOTUSED-..•--• 15 TRASH CHUTE@ aASEMENT •�+-• 1 pePu genbM: YVet PeMn ekW�E[oYbMe.mm P,YepY-. �aMmi/ CYM unpin: Snbia�Nwep Pe1�w'. tTM mw�Ma4IIP AiRGQew m.e. ue. ermvmm *Jamboree W W X _ 5i O z Z g 0 Q O W 1n Q a U 2 R d U Y MISCELLANEOUS DETAILS A-775 b4��N n AIYOl1E CNM 1'gmprry- Yn<en.IbuFp csoaMbn ♦Mo'. IPMfne�MBbIDI NYRG®N VM�Na. N.L].tlM *Jamboree .SINB� M. b R... Log A 4 A 4 A caritzs_ �z DETAILS A-776 SLIDWG DOOR®JAMB-- 18 TREMCO 6100 WP •— 4 SLUNG DOOR CENTER HUNG ....7 WP 0 WORMINDOW 9 6 8 SLIDING DOOR EXTERIOR r• 6 WP®COMAMJ - 12 SLIDING DOOR JAMB 1---, 151 WP ALL— 7 b4��N n AIYOl1E CNM 1'gmprry- Yn<en.IbuFp csoaMbn ♦Mo'. IPMfne�MBbIDI NYRG®N VM�Na. N.L].tlM *Jamboree .SINB� M. b R... Log A 4 A 4 A caritzs_ �z DETAILS A-776 PnNNCmv, l4M R.Nn WmNry.. 8nibi�H.u.g AM.N. ,]A,fdeiM.Bid9 Vbro Na. ]al.kM *Jamboree W U) Lu W X 0 F Z J W Q 0 W 1n Q a U Z Q U Q z a w 4 M/ OAX `'` 039MBRIOTIM A-780 AnACXEoaroElzeroad) w w N%CIL60ii1(OET10. m mm r - • nn.eru.nrvv BFAMC #Nui CLIA I50NETPC �\ •mwwmn.rnnm.m.aw �y &4UC0 BP-58� `^' LI�ur�,....� %-' DRYWALL INSERT EPac aroE asloEs�M x • rnr ,r'. I— iRIMINO tl11ERIIEClILW6 1°mBYRGMEIRC VFII m•uu.u.wr ••• mrn mxurn.0 p..usn.r m. � mepiumwae wuai ��`�y�q�� V SUSPENDED GYP. BD. CEILING III ACT SEISMIC JOINT CLIP -CROSS TEE13 E [Q r. awn. o �; �m �N4 vnwma nwueii.iu'w¢on .wxm-w.wmr.w. w. ense.im.ir ® ® :sare."•`•a�.nn-... =��.rs ann � Nom• »sNe .on aamle CONCEALEDACCESS PANELo 1S SOFFIT AT RECEPTION 1141TYP. ACT SUPPORT PLAN 110 • .. � � .....uxr.r,. ,. ...n....... ° ' muw�n-wru+ fY®iNL�.. mnrnen+er.mewwnnus r s�� • ..y PIPE PROTECTION 11t7 ACT SEISIV Tot SUSPENDED ACOUSTICAL CEILING 1 PnNNCmv, l4M R.Nn WmNry.. 8nibi�H.u.g AM.N. ,]A,fdeiM.Bid9 Vbro Na. ]al.kM *Jamboree W U) Lu W X 0 F Z J W Q 0 W 1n Q a U Z Q U Q z a w 4 M/ OAX `'` 039MBRIOTIM A-780 �msa �acxee o m o ' I i�[ r lips m��a� wwaaPePw �emoe�„ ch CNM CompvK. Amtorce lbuFp cemr.bn bMo: 1)MI Caa��.a.BYm Fme UGBY Mew M. a1B.M3 wR W 6 W CX L 0 Z g W Q 0 w Q a Jamboree y� SMeI loos 6 Pension lop Q .. Qam Q Q Q Q Q Q Q Q Q a1Y�YC �"¢2�i ADAPTABLE DWELLING UNIT ACCESSIBILITY DETAILS (CBC 71B) A-790 i y f._faY: Andaee Wii.tr9 /iMac'. IPM Gable 9 GmMBu Ma. Vbn Na. BN]B]MM Jamboree W N ❑ W X O z z g W Q O W Q a A-791 wxuraru�mn r �a '17ar•,!!!� .lam r,epuare.a. bt Roue vmerm: cam �ewsn ser cr m eemnry. AnOe�w W�Yp rpe716n •tl�w'. 1111X fe�AFeA� rs..0®u rro7 w. w�m.mm W D W X O z 4Z LLIJ Q O W Q a Jamboree U Z 9 Q U s,.m,m�.en..�eao we A �1TL•� M.G®L Rw N. YB.LJ.MM w U) D 0 U-1 X O 1-- z Z Q W Q 0 W (n Q a Jamboree R N U ACCESSIBILITY DETAILS (CBC 1113) A-/93 _ atwA9ls I nuxlY nc n�cxc " ..+..-_......_<.._ MY MY aiv .•.••,•••••.•'~. Si --- EV CHARGING STATION 120 S ®....®..^...-...-«--^•^ -... MOUNTING HEIGHTS 14 , for OO4-N-UCATIONUNITNOTE -- 115 4j'1-4�';. AMSTEOUSTENWSYSTEBS II ti �'�^�"�' _ URINAL •^ 10 LAVATORY ^+ S BATHTUBS 2 11, N-1 KITCHEN --- 131 THRESHOLDS �• 9 TOILET ROOM LAYOUT . 5 GENERAL NOTES •w •• 1 M.G®L Rw N. YB.LJ.MM w U) D 0 U-1 X O 1-- z Z Q W Q 0 W (n Q a Jamboree R N U ACCESSIBILITY DETAILS (CBC 1113) A-/93 MaG®M M0,�.1. ff.MIMM 0 Jamboree w 0 w cX G O Z LU Q O LLI In Q a U Z 6 U JI ACCESSIBILRV DETAILS (CBC I IB) - _--_ -= ACCESSIBILTY DETAILS FORM 12 .O— c� ice= �_ •..u. w., s[.a ��..... LEI�rv.a.-...0 Pa-- SIGNAGE NOTES dam• 1 MaG®M M0,�.1. ff.MIMM 0 Jamboree w 0 w cX G O Z LU Q O LLI In Q a U Z 6 U JI ACCESSIBILRV DETAILS (CBC I IB) EXHIBIT B-2 TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) PSH Scope of Development [Attached Behind This Page] EXHIBIT B-2 61147.80021\40183270.13 Ll:4:11all 111:�►a Paseo Adelanto Mixed -Use PSH PSH Scope of Development The PSH Project will be a 50 -unit community, with 40 permanent supportive housing units, of which ten are VASH units for homeless veterans and 30 are for individuals experiencing homelessness. In addition, nine affordable units will be set aside at 50% AMI. The PSH Project will be constructed on a portion of the current City Hall site and will be located adjacent to the to be constructed new City Hall. The 50 units will be within one three-story, L-shaped Type V building and will have an elevator located at the eastern corner of the building. Residents will have access to a landscaped courtyard property with a seating area and a community garden with raised bed planters. The courtyard will be surrounded by the residential building. 49 of the units will be restricted to households with income levels at or below the 30 and 50 percentAMI levels, with one two-bedroom manager's unit. 40 of the units are restricted at 30 percent AMI and will have project -based vouchers. 24 of the units will be Mental Health Services Act (MHSA) units, which provides funding for housing for persons with serious mental illness who are chronically homeless, homeless, or at -risk of being homeless. Ten units will receive Veterans Affairs Supportive Housing (VASH) vouchers and will be reserved for veterans experiencing homelessness. The remaining six permanent supportive housing units will have standard project -based vouchers to help cover the cost of rent and utilities, administered by the Orange County Housing Authority. Additionally, nine of the units will be affordable housing for households earning no more than 50 percent AMI. All residents will be provided with amenities like general appliances, communal laundry space, and balconies. The PSH Project site will include approximately 30 parking stalls, four (4) of which will be shared spaces with the new City Hall pursuant to a Shared Use/Reciprocal Easement Agreement to be executed at closing. EXHIBIT B-3 TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) PSH Schedule of Performance [Attached Behind This Page] EXHIBIT B-3 61147.80021140183270.13 EXHIBIT B-3 Paseo Adelanto Residential Schedule Item. _ _ DESIGN AND PLAN CHECK Developer Su bm it to Plan Check City 1st Round Plan Check Comments Received Developer Submit to Plan Check 2nd Review City Provide 2nd Round Plan Check Comments Received Developer Submit to Plan Check 3rd review City Provide 3rd Round Plan Check Comments Final Submittal Grading Permit Ready to Issue Building Permit Ready to Issue CLOSING City Move Out Deadline Target Closing Date Outside Closing Date CONSTRUCTION Start of Construction Construction Completion Outside Date 8/29/2022 Within 15 days after receipt of 1st Submittal Within 21 days after receipt of 1st Comments Within 15 days after receipt of 2nd Submittal Within 21 days after receipt of 2nd Comments Within 15 days after receipt of 3rd Submittal Within 21 days after receipt of 3rd Comments Within 5 days after final submittal, in no event later than 12/10/22 Within 5 days after final submittal, in no event later than 12/10/22 Outside Date 12/1/2022 12/12/2022 12/23/2022 Outside Date 60 days after Close of Escrow 30 months after Closing Date EXHIBIT B4 TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) PSH Project Budget [Attached Behind This Page] EXHIBIT B-4 61147.8002n40183270.13 EXHIBIT B-4 PSH Project Paseo Adelanto 1J -/O - 50 du 07/14/22 Project Data PERCENT Operating Economic Assumptions DEBTSER%nci Address 47% Vacancy Rate 5.00% Total Units 50 Income Inflator 2.50% UNITS MGR Expense Inflator 3.50% Land Area 1.2 Acres Tax Inflator 2.00% Units Per Acre 41.67 7,247,800 N/A OCT/DDA YES Construction Loans NET INCOME PER MONTH Construction Period 18 Months 0 0 Loan Amount 20,1 D0,000 0 0 Loan Fees 1.00% 4% or 9% Financing 9.00% Loan Rate 4.00% Federal Tax Credit Price $0.94 74 449 Permanent Loans Fee Interest Amortization Amount Permanent Loans 1.00% 5.25% 420 5,723,800 Overhang Loans 1,00% 4.75% 180 0 PERMANENTSOURCES PERCENT UNIT MIX DEBTSER%nci Net Investor Equity (Federal 47% MONTHLY WA ANNUAL AVERAGE BEDROOMS SF UNITS MGR PERCENT AVG UTILITY AVG GROSS RENTISF City of San Juan Capistrano 20% 7,247,800 N/A MHSA GROSS ALLOWANCE NET INCOME PER MONTH 0 0 0 0 0% 0 0 0 0 N/A 1 650 49 0 90% 523 74 449 264,036 069 2 0 0 1 2% 0 0 0 0 3 0 0 0 0% 0 0 0 0 4 0 0 0 0% 0 0 0 0 TOTAL 49 1 100% 4,119 264,036 0.69 PERMANENTSOURCES PERCENT TOTAL DEBTSER%nci Net Investor Equity (Federal 47% 16,922,021 WA Net Imestor Equity (State) 0% 0 N/A Permanent Loan 16% 5,723,800 357,675 Trmtclle B - Loan 0% 0 N/A City of San Juan Capistrano 20% 7,247,800 N/A MHSA 7% 2.384,630 N/A OCHFT(rxxt-MHSA and MHSA match) 9% 3.303,315 N/A Other: CEC EPIC 1% 500,000 N/A Defened Fee 0% (0) N/A TOTAL SOURCES 100% 36,081,565 357,675 USES OF FUNDS PERCENT TOTAL PER UNIT Laid/ Acquisition Costs 24% 8,750,000 175,000 Total Hard Costs Suoledy Income 18,727.571 374,551 Hard Cost Contingency 5.00% 916,378 15328 Cmstnction interest 1,008,171 1,005,450 20,109 Loan Fees TOTAL EXPENSES 288,613 5,772 Sol Costs 3,812,321 76,246 Soft Costs Contingency, 10.00% 381,232 7,625 Developer Fee 2,200,000 48000 TOTAL DEVELOPMENT COSTS 36,081,586 721,631 Stabilized Cash Flow INCOME PER UNIT TOTAL I Gross Potential Rental Income 5,281 264,036 LauMry Income 108 5,400 Suoledy Income 15773 788,640 Vacancy and Collection 1 52 9041 EFFECTIVE GROSS INCOME 20,103 1,008,171 EXPENSES NO. UNITS PERCENT DDA/QCT Boost Management Fee 780 39,OX1 Real Estate Taxes 2.00% 60 3,010 Insurance- Property, 420 21,000 Operating Expenses 7,373 368,633 Social Services 2,944 147,200 Reserves 300 15,000 TOTAL EXPENSES 11,877 593,843 NET OPERATING INCOME 8,227 411,329 TOTAL DEBT SERVICE 357,575 NET CASH FLOW AMI NO. UNITS PERCENT DDA/QCT Boost 30% 40 80% 35% 0 0% 40% 0 0% 45% 0 0% 50% 9 18% 55% 0 0% 60% 0 0% TOTAL 49 98% BASIS CALCULATIONS Threshold Basis 23,880,724 Eligible Basis 25,611,837 Involuntary Reduction (1,730,913) Voluntary Reduction (7,992.730) Unadjusted Eligible Basis 15,887,994 Qualified Basis 23,880,724 DDA/QCT Boost 130% Adjusted Qualified Basis 31,044,941 Credit Rate 9.00% Adjusted Qualified Basis (Acquisition) 0 Credit Rate (Acquisition) 4.00% Total Available Annual Credits 2,794,045 Total Requested Credits 1,800,395 Total Available State Credits 4,616,398 Total Requested State Credits 0 Stat iced DSC 1.15 I I EXHIBIT C AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall -Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of Grant Deed [Attached Behind This Page] EXHIBIT C 61147.80021\40183270.13 RECORDING REQUESTED BY: City of San Juan Capistrano WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO: Housing Partners LP c/o Jamboree Housing Corporation 17701 Cowan Avenue, Suite 200 Irvine, CA 92614 Attn: Michael Massie GRANT DEED DOCUMENTARY TRANSFER TAX IS $ X ... Computed on the consideration or value of property conveyed, OR .....Computed on the consideration or value less liens or encumbrances remaining at time of sale. PART ONE Signature of Declarant or Agent determining tax — Firm Name FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("Grantor"), hereby grants to Housing Partners LP, a California limited partnership ("Grantee"), that certain real property located in the City of San Juan Capistrano, County of Orange, State of California, specifically described in Exhibit "A" attached to this Grant Deed ("Property") and made a part of this Grant Deed by this reference. PART TWO The conveyance of the Property by the Grantor to the Grantee in Part One is subject to the following covenants and restrictions: Section 1. Obliization to Refrain from Discrimination. The Grantee for itself, its successors and assigns to all or any part or portion of the Property, covenants and agrees that: I.I. There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property 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, sub -tenants, sub -lessees or vendees of the Property. With respect to familial status, this Section 1.1 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, 61147.80021 \40398023.1 nothing in this Section 1.1 shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 1.1. 1.2. The covenant of this Section 1 shall run with the land of the Property in perpetuity and shall be enforceable against the Grantee and its successors and assigns in perpetuity. Section 2. Form of Non -Discrimination and Non -Segregation Clauses. The Grantee for itself, its successors and assigns to all or any part or portion of the Property, covenants and agrees that: 2.1. The Grantee, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non -segregation covenants: (a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through 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, sub -tenants, sub -lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the foregoing paragraph, with respect to familial status, paragraph 2.1(a) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph." (b) 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, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee 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, sub -lessee, sub -tenants, or vendees in the premises herein leased. S7ICYli�:bi\Li�XPl:i�Y3ca Notwithstanding the foregoing paragraph, with respect to familial status, paragraph 2.1(b) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph." (c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee 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, sub -lessees, sub -tenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. Notwithstanding the foregoing paragraph, with respect to familial status, paragraph 2.1(c) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph." 2.2. The covenants of this Section 2 shall run with the land of the Property in perpetuity. GRANTOR: THE CITY OF SAN JUAN CAPISTRANO a California municipal corporation 0 61147.80021410398023.1 City Manager GRANTEE: HOUSINGePARTNERS LP a California limited partnership [ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED] EXHIBIT C 61147.8002N0398023.1 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. On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public 61147.80021\10398023.1 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. On before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public 61147.8002PA0398023.1 EXHIBIT A TO GRANT DEED Property Legal Description 61147.8002N0398023.1 0398023.1 EXHIBIT A LEGAL DESCRIPTION OF 7AMBOREE PARCEL THAT PORTION OF PARCEL 2 OF RECORD OF SURVEY NO. 2021-1079, AS SHOWN ON A MAP FILED FEBRUARY 10, 2022 IN BOOK 324, PAGE 37 OF RECORDS OF SURVEY, RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 60 OF TRACT NO. 103, AS SHOWN ON A MAP FILED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, AS DESCRIBED IN THAT CERTAIN QUITCLAIM DEED RECORDED NOVEMBER 15, 2002 AS INSTRUMENT NO. 2002001029026 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2 OF RECORD OF SURVEY NO. 2021- 1079; THENCE NORTH 85'45'18" EAST 150.63 FEET ALONG THE NORTHERLY LINE OF SAID PARCEL 2 TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 040 14'42" EAST 20.00 FEET; THENCE SOUTH 020 03'18" WEST 27.30 FEET; THENCE SOUTH 870 56'42" EAST 9.21 FEET; THENCE SOUTH 02" 03'18" WEST 66.16 FEET; THENCE SOUTH 870 56'42" EAST 4.50 FEET; THENCE SOUTH 020 03'18" WEST 10.67 FEET; THENCE SOUTH 87" 56'42" EAST 18.75 FEET; THENCE SOUTH 02' 03'18" WEST 60.76 FEET; THENCE SOUTH 87° 56'42" EAST 7.18 FEET; THENCE SOUTH 820 59'05" EAST 56.27 FEET; THENCE SOUTH 070 00'55" WEST 53.09 FEET; THENCE SOUTH 88' 14' 16" EAST 148.90 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 2, SAID POINT BEING SOUTH 2004'30" WEST 249.76 FEET FROM THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 02" 04'30" EAST 249.76 FEET ALONG SAID EAST LINE TO SAID NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 87"56'42" WEST 169.88 FEET ALONG THE NORTH LINE OF SAID PARCEL 2 TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG SAID NORTH LINE, SOUTH 85'45'18" WEST 72.84 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 1.19 ACRES, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF, PREPARED UNDER MY SUP RVISION: f ��(` G" October 5 2022 MICHAEL NAVARRO, L.S. 7848 DATE EXPIRES 12/31/2022 EXHIBIT D TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of Notice of Agreement [Attached Behind This Page] EXHIBIT D 61147.80021N40183270.13 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: The City of San Juan Capistrano 32400 Paseo Adelanto. San Juan Capistrano, California 92675 Attn: City Manager Exempt from Recording fee pursuant to Gov't Code § 27383 NOTICE OF AGREEMENT AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that Jamboree Housing Corporation, a California nonprofit public benefit corporation; (the "Developer") and the City of San Juan Capistrano, a California municipal corporation (the "City") entered into an agreement entitled Affordable Housing Disposition and Development Agreement (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing), dated as of 2022 (the "Agreement"). A copy of the Agreement is on file with the City and is available for inspection and copying by interested persons as a public record of the City at the City's offices located at 32400 Paseo Adelanto., San Juan Capistrano, California 92675, during the City's regular business hours. The Agreement affects the real property described in Exhibit "A" attached to this Notice of Agreement (the "PSH Property"). The meaning of defined terms, indicated by initial capitalization, used in this Notice of Agreement shall be the same as the meaning ascribed to such terms in the Agreement. PLEASE TAKE FURTHER NOTICE that the Agreement contains certain development covenants running with the land of the PSH Property and other agreements between the Developer and the City affecting the PSH Property, as set forth below (all section references are to the Agreement): ' Section 4.1 of the Agreement provides: 4.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the benefit of the City, that the Developer shall commence and complete the development of the PSH Project on the PSH Property within the time period for such actions set forth in the PSH Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the PSH Property shall be improved and developed with the PSH Project in substantial conformity with the terms and conditions of this Agreement, the PSH Scope of Development, the PSH Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and between the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the PSH Property or 61147.80021 \40398027.1 the PSH Project. The covenants of this Section 4.1 shall run with the land of the PSH Property until the date of recordation of the Certificate of Completion. Section 6.1 of the Agreement provides: 6.1 Obligation to Refrain from Discrimination. The Developer for itself, its successors and assigns to all or any part or portion of the PSH Property and/or PSH Project, covenants and agrees that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the PSH 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, sub -tenants, sub -lessees or vendees of the PSH Property. With respect to familial status, this Section 6.1 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in this Section 6.1 shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 6.1. The covenant of this Section 6.1 shall run with the land of the PSH Property and shall be enforceable against the Developer and its successors and assigns in perpetuity and be a covenant in the Grant Deed and the Notice of Agreement. 61147.80021\40398027.1 This NOTICE OF AGREEMENT is dated as of , 20. and has been executed on behalf of the Developer and the City by and through the signatures of their authorized representative(s) set forth below. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument. CITY: THE CITY OF SAN JUAN CAPISTRANO a California municipal corporation Dated: 12022 By: City Manager ATTEST: City Clerk APPROVED AS TO LEGAL FORM: BEST & KRIEGER LLP 0 City Attorney 61147.80021\40398027.1 DEVELOPER: HOUSING PARTNERS LP a California limited partnership Dated: 2022 By: [ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED] 61147.80021k10398027.1 EXHIBIT A TO NOTICE OF AGREEMENT Legal Description of Property 61147.80021 \40398027.1 EXHIBIT A LEGAL DESCRIPTION OF JAMBOREE PARCEL THAT PORTION OF PARCEL 2 OF RECORD OF SURVEY NO. 2021-1079, AS SHOWN ON A MAP FILED FEBRUARY 10, 2022 IN BOOK 324, PAGE 37 OF RECORDS OF SURVEY, RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT•60 OF TRACT NO. 103, AS SHOWN ON A MAP FILED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, AS DESCRIBED IN THAT CERTAIN QUITCLAIM DEED RECORDED NOVEMBER 15, 2002 AS INSTRUMENT NO. 2002001029026 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2 OF RECORD OF SURVEY NO. 2021- 1079; THENCE NORTH 85° 45'18" EAST 150.63 FEET ALONG THE NORTHERLY LINE OF SAID PARCEL 2 TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 04° 14' 42" EAST 20.00 FEET; THENCE SOUTH 02' 03'18" WEST 27.30 FEET; THENCE SOUTH 870 56'42" EAST 9.21 FEET, THENCE SOUTH 020 03' 18" WEST 66.16 FEET; THENCE SOUTH 870 56'42" EAST 4.50 FEET; THENCE SOUTH 02" 03'18" WEST 10.67 FEET; THENCE SOUTH 87'56'42" EAST 18.75 FEET; THENCE SOUTH 02' 03'18" WEST 60.76 FEET; THENCE SOUTH 870 56'42" EAST 7.18 FEET; THENCE SOUTH 82' 59'05" EAST 56.27 FEET; THENCE SOUTH 07'00'55" WEST 53.09 FEET; THENCE SOUTH 88' 14' 16" EAST 148.90 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 2, SAID POINT BEING SOUTH 2004'30" WEST 249.76 FEET FROM THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 02" 04'30" EAST 249.76 FEET ALONG SAID EAST LINE TO SAID NORTHEAST CORNER OF SAID PARCEL 2; EXHIBIT E TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of Official Action of Developer [Attached Behind This Page] EXHIBIT E 61147.80021\40183270.13 EXHIBIT E TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of Official Action of Developer The undersigned, all the members of Jamboree Housing Corporation, a California nonprofit public benefit corporation, do hereby certify that Jamboree Housing Corporation, a California nonprofit public benefit corporation will serve as the Developer of Paseo Adelanto Mixed Use Permanent Supportive Housing under the Agreement described below. No consent or approval of any other person is required for the undersigned to make the certifications set forth in this Certificate. The Developer further certifies that the following named person(s): Michael Massie, Chief Development Officer is, without any additional or further consent of any person, authorized and empowered for and on behalf of and in the name of the respective entity set forth above to: (1) sign and deliver that certain Affordable Housing Disposition and Development Agreement (City Hall - Paseo Adelanto Mixed Use Permanent Supportive Housing), dated as of , 2022 ("Agreement"), regarding the development of certain real property located in the City of San Juan Capistrano, California, and performance of other obligations of the "Developer" as set forth in the Agreement; (2) sign and deliver all other documents on behalf of the respective entity identified set forth above to be signed or executed in connection with the transactions contemplated in the Agreement; and (3) take all actions on behalf of the respective entity identified above that may be considered necessary to conclude the transactions and complete the development contemplated in the Agreement. The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified by each entity identified above. The authority conferred and certified to in this Certificate shall continue in full force and effect until the City Manager of the City of San Juan Capistrano receives written notice of the revocation of this Certificate. The Developer further certifies that the activities covered by the authorities conferred and certified to this Certificate and the foregoing certifications constitute duly authorized activities of each entity identified above; that these authorities and certifications are now in full force and effect; and that there is no provision in any document under which either of the entities identified above is organized and/or that governs such entity's continued existence or limits the power of the undersigned to confer the authorities or make the certifications set forth in this Certificate, and that the same are in conformity with the provisions of all such documents. EXHIBIT E 61147.80021140398031.1 DEVELOPER: Jamboree Housing Corporation, a California nonprofit public benefit corporation EXHIBIT E 61147.8002 n40398031.1 EXHIBIT F TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall —Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of Certificate of Completion [Attached Behind This Page] EXHIBIT F 61147.80021\40183270.13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of San Juan Capistrano 32400 Paseo Adelanto. San Juan Capistrano, California 92675 Attn: City Manager Exempt from Recording fee pursuant to Gov't Code § 27383 CITY OF SAN JUAN CAPISTRANO CERTIFICATE OF COMPLETION Paseo Adelanto Mixed Use Permanent Supportive Housing I, , City Manager of the City of San Juan Capistrano (the "City") certify that: Section 1. The PSH Project required to be constructed in accordance with that certain Affordable Housing Disposition and Development Agreement (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing), dated , 2022 (the "Agreement"), between the City and Jamboree Housing Corporation, a California nonprofit public benefit corporation (the "Developer"), on that certain real property specifically described in the legal description(s) attached to this Certificate of Completion as Exhibit "A" (the "PSH Property"), is complete in accordance with the provisions of the Agreement. This Certificate of Completion constitutes conclusive evidence of the City's determination of the Developer's satisfaction of its obligation under the Agreement to construct and install the PSH Project on the PSH Property, including any and all buildings, parking areas, landscaping areas and related improvements necessary to support or meet any requirements applicable to the PSH Project and its use and occupancy, whether or not such improvements are located on or off the PSH Property or on other property subject to the Agreement. Notwithstanding any provision of this Certificate of Completion, the City may enforce any covenant surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement and the Regulatory Agreement recorded against the PSH Property by the Developer and the City under the Agreement. The Agreement is an official record of the City and a copy of the Agreement may be inspected at the City's office located at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, during the City's regular business hours. 61147.80021W0398040.1 EXHIBIT F DATED AND ISSUED this day of THE CITY OF SAN JUAN CAPISTRANO a California municipal corporation M City Manager 61147.8002 1\40398040.1 EXHIBIT F A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, Notary Public, personally appeared 'who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. Name: WITNESS my hand and official seal. Notary Public 61147.80021\40398040.1 EXHIBIT F EXHIBIT A TO CERTIFICATE OF COMPLETION Legal Description of the PSH Property 61147.80021\10398040.1 EXHIBIT F EXHIBIT A LEGAL DESCRIPTION OF JAMBOREE PARCEL THAT PORTION OF PARCEL 2 OF RECORD OF SURVEY NO. 2021-1079, AS SHOWN ON A MAP FILED FEBRUARY 10, 2022 IN BOOK 324, PAGE 37 OF RECORDS OF SURVEY, RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 60 OF TRACT NO. 103, AS SHOWN ON A MAP FILED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, AS DESCRIBED IN THAT CERTAIN QUITCLAIM DEED RECORDED NOVEMBER 15, 2002 AS INSTRUMENT NO. 2002001029026 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT.THE NORTHWEST CORNER OF SAID PARCEL 2 OF RECORD OF SURVEY NO. 2021- 1079; THENCE NORTH 85' 45'18" EAST 150.63 FEET ALONG THE NORTHERLY LINE OF SAID PARCEL 2 TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 04" 14'42" EAST 20.00 FEET; THENCE SOUTH 02'03'18" WEST 27.30 FEET; THENCE SOUTH 870 56'42" EAST 9.21 FEET; THENCE SOUTH 02'03' 18" WEST 66.16 FEET; THENCE SOUTH 870 56'42" EAST 4.50 FEET; THENCE SOUTH 02' 03'18" WEST 10.67 FEET; THENCE SOUTH 87'56'42" EAST 18.75 FEET; THENCE SOUTH 02' 03'18" WEST 60.76 FEET; THENCE SOUTH 870 56'42" EAST 7.18 FEET; THENCE SOUTH 82' 59'05" EAST 56.27 FEET; THENCE SOUTH 07'00'55" WEST 53.09 FEET; THENCE SOUTH 88" 14' 16" EAST 148.90 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 2, SAID POINT BEING SOUTH 2004'30" WEST 249.76 FEET FROM THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 020 04'30" EAST 249.76 FEET ALONG SAID EAST LINE TO SAID NORTHEAST CORNER OF SAID PARCEL 2; EXHIBIT G TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of Regulatory Agreement [Attached Behind This Page] EXHIBIT G 61147.80021\40183270.13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: City Manager [SPACE ABOVE FOR RECORDER'S USE ONLY] [EXEMPT FROM RECORDING FEE PER GOVERNMENT CODE §273831 REGULATORY AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) by and between THE CITY OF SAN JUAN CAPISTRANO, a California municipal corporation, and _ HOUSING PARTNERS LP, a California limited [Dated as of , 2022 for reference purposes only] 61147.80021\40183274.4 REGULATORY AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) This REGULATORY AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) ("Regulatory Agreement") is made and entered into as of , 2022, by and between THE CITY OF SAN JUAN CAPISTRANO, a California municipal corporation ("City") and LP, a California limited partnership ("Owner"). RECITALS A. The City and the Owner's predecessor -in -interest entered into that certain Affordable Housing Disposition and Development Agreement (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) dated as of (the "Affordable Housing Agreement"), which provides that the City will convey to the Owner that certain real property located at 32400 Paseo Adelanto, more specifically described in Attachment No. 1, incorporated herein by this reference (the "PSH Property"), subject to the terms and conditions of the Affordable Housing Agreement. Under the Affordable Housing Agreement, the City has agreed to sell the PSH Property to Owner, for the construction and operation thereon by the Owner of a permanent supportive housing apartment community containing fifty (50) units with housing for extremely low- and very low-income households earning fifty percent (501/6) or less of the area median income (the "PSH Project"). B. The City and the Owner desire that the PSH Project be operated as a Permanent Supportive Housing development on the PSH Property with the residential units made available to Qualified Households at an Affordable Rent as more specifically defined herein. This Regulatory Agreement establishes terms and conditions which govern the operation of the PSH Property. C. The terms of the Affordable Housing Agreement require that certain covenants and affordability restrictions remain in full force and effect on the PSH Project for a term commencing on the date of recordation of this Regulatory Agreement and continuing for fifty-five (55) years following the recordation of Certificate of Completion as defined herein. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND UNDERTAKINGS SET FORTH HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE OWNER AND THE CITY DO HEREBY COVENANT AND AGREE FOR THEMSELVES, THEIR SUCCESSORS AND ASSIGNS AS FOLLOWS: I. Definitions of Certain Terms. As used in this Regulatory Agreement, the following words and terms shall have the meaning as provided in the Recitals or in this Section 1. All initially capitalized terms used and not otherwise defined in the Recitals or in this Section 1 shall have the meaning ascribed to such term by the Affordable Housing Agreement. 1.1 30% Household. An individual or household that has a household income equal to or less than thirty percent (30%) of then current AMI adjusted for household size, as published by TCAC annually. ATTACHMENT NO.2 -2- 61147.80021N40183274.4 1.2 50% Household. An individual or household that has a household income equal to or less than fifty percent (50%) of then current AMI adjusted for household size, as published by TCAC annually. 1.3 Affordable Rent. In reference to each Qualifying Unit, the maximum rent, with allowance for utilities, for the applicable household income as published by TCAC annually to qualify for, receive and be in compliance with the applicable program for the Tax Credits. For purposes of the calculation of Affordable Rent "adjusted for household size" shall be the federally - mandated household size assumptions as set forth in federal statutes or regulations for the Tax Credit program. 1.4 AMI. The Area Median Family Income for the Santa Ana -Anaheim -Irvine, CA HUD Metro FMR Area, as published annually by HUD. 1.5 Annual Report. The Certification of Continuing Program Compliance attached to this Regulatory Agreement as Attachment No. 3 and incorporated by this reference or comparable report filed annually by the Owner with TCAC or other governmental agencies. 1.6 Automobile Liability Insurance. Insurance coverage against claims of personal injury (including bodily injury and death) and property damage covering all the Owner owned, leased, hired and non -owned vehicles, with minimum limits for bodily injury and property damage of One Million Dollars ($1,000,000). Such insurance shall be provided by a business or commercial vehicle policy and may be provided through a combination of primary and excess or umbrella policies, all of which shall be subject to pre -approval by the City, which approval shall not be unreasonably withheld, delayed or conditioned. 1.7 � Certificate of Completion. The written certification of the City, in substantially the form of Exhibit F attached to the Affordable Housing Agreement, certifying that the PSH Project has been completed in compliance with the terms and conditions of the Affordable Housing Agreement and this Regulatory Agreement. 1.8 City Parties. Collectively, the City and its commissions, agents, attorneys, officers, employees, and authorized representatives. 1.9 HUD. The United States Department of Housing and Urban Development. 1.10 Income Certification Form. The Certification of Tenant Eligibility attached to this Regulatory Agreement as Attachment No. 2 and incorporated by this reference, or comparable income certification form required by TCAC or other governmental agencies. 1.11 Liability Insurance. Commercial general liability insurance against claims for bodily injury, personal injury, death, or property damage occurring upon, in, or about the PSH Property, the PSH Project or adjoining streets or passageways, at least as broad as Insurance Services Office Occurrence Form CG0001, with a minimum liability limit of Two Million Dollars ($2,000,000) for any one occurrence and which may be provided through a combination of primary and excess or umbrella insurance policies. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to ATTACHMENT NO.2 -3- 61147.80021140183274.4 the PSH Project or the general aggregate limit shall be twice the required minimum liability limit for any one occurrence. 1.12 Management Agent. A person with significant experience in management of affordable rental housing projects substantially similar to the PSH Project and that is, at the time, managing other financially self-supporting, successful affordable rental housing projects substantially similar to the PSH Project. 1.13 Manager Unit. The one (1) two bedroom unit within the PSH Project reserved exclusively for use by the on-site manager employed by the Owner or the Management Agent, as applicable. 1.14 One Bedroom Unit. Any one of the one bedroom residential accommodations within the PSH Project. 1.15 PSH Proiect. The operation of a Permanent Supportive Housing development project which shall include not less than fifty (50) units, of which twenty-four (24) units shall be rented to Qualified Households at Affordable Rents, and all related on- and off-site improvements, as more particularly described in the Affordable Housing Agreement. 1.16 Property Insurance. Insurance providing coverage for the PSH Property and all improvements on or to the PSH Property against loss, damage, or destruction by fire and other hazards encompassed under the broadest form of property insurance coverage then customarily used for like properties in the County of Orange, excluding earthquake coverage, in an amount equal to one hundred percent (100%) of the replacement value (without deduction for depreciation) of all improvements comprising the PSH Project (excluding excavations and foundations) and in any event sufficient to avoid co-insurance and with no co-insurance penalty provision, with "ordinance or law" coverage. To the extent customary for like properties in the County of Orange at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located on the PSH Property; an "increased cost of construction" endorsement; and an endorsement covering demolition and cost of debris removal, all subject to policy sublimity. Property Insurance shall also include rental or business interruption insurance in an amount, at least, equal to the average annual gross income from the PSH Project for the preceding three (3) calendar years and providing for a 12 -month extended period of indemnity. 1.17 Qualified Households. A household that (1) intends to reside in the Qualifying Unit; and (2) whose income does not exceed the maximum income allowable for the subject Qualifying Unit. 1.18 Qualifying Units. The twenty-four (24) One Bedroom Units within the PSH Project restricted to occupancy by Qualified Households as set forth in Section 6. 1.19 Tax Credits. An allocation from TCAC of nine percent (9%) federal low income housing tax credits to finance a portion of the costs of the PSH Project, in accordance with Section 42 of the Internal Revenue Code of 1986, as amended, all associated Internal Revenue Service regulations and all associated TCAC regulations. ATTACHMENT NO.2 -4- 61147.80021\10183274.4 1.20 TCAC. The California Tax Credit Allocation Committee or its successor in function. 1.21 Term. The period of time following the date of recordation of this Regulatory Agreement, and ending on the fifty-fifth (55th) anniversary of recordation of the Certificate of Completion. 1.22 Workers Compensation Insurance. Workers compensation insurance complying with the provisions of California law and an employer's liability insurance policy or endorsement to a liability insurance policy, with a minimum liability limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease, covering all employees of the Owner. 2. Reservation of Property for Affordable Housing. The Owner covenants and agrees to reserve and restrict the PSH Property for construction of the PSH Project and, thereafter, reserve and restrict use and residential occupancy of the Qualifying Units by households who, at the time of initial occupancy of a Qualifying Unit and continuously thereafter (subject to the other provisions of this Regulatory Agreement), until the end of the Term, are members of a Qualifying Household. One (1) two bedroom unit within the PSH Project may be used as a Manager Unit at any given time. 3. Affordable Permanent Supportive Housing Residential Rental Property Restrictive Covenant. The Owner covenants to and for the benefit of the City that the Owner shall develop, own, manage and operate, or cause the management and operation of, the PSH Project to provide permanent supportive rental housing in the Qualifying Units only to Qualifying Households at an Affordable Rent. The Owner hereby confirms and remakes its covenant set forth in Section 4.1 of the Affordable Housing Agreement to develop the PSH Property with the PSH Project and such covenant is incorporated into this Regulatory Agreement in its entirety by this reference. The Owner will not knowingly permit any Qualifying Unit to be used on a transient basis and will not lease or rent any Qualifying Unit for an initial period of less than twelve (12) months. No Qualifying Unit will, at any time, be leased or rented for use as a hotel, motel, time share, dormitory, fraternity house, sorority house, rooming house, hospital, nursing home, sanitary or rest home. 4. Continuous Operation Covenant. The Owner covenants to and for the benefit of the City to cause the PSH Project to be continuously operated, in accordance with the other provisions of this Regulatory Agreement, throughout the Term. 5. Abandonment. The Owner shall not abandon or surrender the operation of all or any part of the PSH Project during the Term, except due to material casualty or condemnation. 6. Rental of Qualifying Units. The Owner covenants that each Qualifying Unit shall be occupied or available for occupancy by a Qualifying Household at an Affordable Rent on a continuous basis throughout the Term, in accordance with the following tenant income level mix: 6.1 Not less than fifteen (15) of the One Bedroom Units shall be occupied or available for occupancy by Qualifying Households that are 30% Households; and ATTACHMENT NO.2 -5- 61147.80021\40183274.4 6.2 Not less than nine (9) of the One Bedroom Units shall be occupied or available for occupancy by Qualifying Households that are 50% Households. It is anticipated that the PSH Property will be supported by Project -Based Section 8 rental subsidy payments (the "Rental Subsidy"). If, during the Term, any change in federal law or regulations occurs, or any action (or inaction) by Congress or any federal or State agency occurs, which results in a reduction, termination, or nonrenewal of the Rental Subsidy through no fault of Owner, such that the Rental Subsidy as it exists as of the date of this Regulatory Agreement is no longer available (or available in a lesser amount), Owner may request approval of City to (i) allow households with adjusted incomes that do not exceed sixty percent (60%) of then current AMI adjusted for household size, as published by TCAC annually ("60% AMI Households"), to occupy the Qualifying Units, and (ii) increase the rent on one or more of the Qualifying Units, to rents that are affordable to 60% AMI Households, as outlined herein. The income limit and rent increases described in subsections (i) and (ii) above are subject to the following requirements: concurrently with the request, Owner shall provide the City with (a) evidence of the anticipated reduction, termination, or nonrenewal of the Rental Subsidy, (b) a management plan for the PSH Project for the City's approval (such approval not to be unreasonably withheld of delayed), showing the impact of the loss or reduction of the Rental Subsidy, (c) a proposed operating budget reflecting the rent increases (the "Operating Budget"), and (d) a description of Owner's efforts to obtain alternate sources of rental subsidies, and, if the foregoing requirements are completed to the City's reasonable satisfaction, subject to the limitations set forth in the immediately succeeding sentence, the City shall approve Owner's request to increase the income limits and rent restrictions applicable to the Qualifying Units. The number of Qualifying Units subject to the rent increase and the amount of the proposed increase may not be greater than (i) the number or amount required to ensure that the PSH Project generates sufficient income to cover its operating costs, required deposits to: replacement reserves, and debt service payments on approved financing as shown on the Operating Budget (together, the "Minimum Liabilities"), and (ii) such amount as is necessary for the PSH Project to maintain a debt service coverage ratio of at least 1.15 to 1.00 (the "Debt Service Coverage Ratio"). As used herein, "Debt Service Coverage Ratio" means, for any period, the ratio of (a) net operating income for such period to (b) all principal and interest payments due and payable during such period, regardless of whether the PSH Project is generating sufficient cash flow. In addition, upon a reduction, termination, or nonrenewal of the Rental Subsidy as described above, Owner hereby agrees to the following: i. Owner shall use good faith commercially reasonable efforts to obtain alternative sources of rental subsidies and shall provide the City with quarterly progress reports on efforts to obtain alternative sources of rental subsidies that would allow the rents to be reduced. Upon receipt of any alternative rental subsidies, Owner shall reduce the rents as much as possible with the goal of reverting the rents to their original levels as set forth herein to the extent that the alternative rental subsidies provide sufficient income to cover the Minimum Liabilities of the PSH Project as shown on the Operating Budget and to maintain a Debt Service Coverage Ratio of 1: 15 to 1.00; ii. Owner shall provide tenants in the Qualifying Units with at least sixty (60) ATTACHMENT NO.2 -6- 61147.80021\40183274.4 days' written notice of any rent increase and shall notify each tenant that if they have received a tenant -based voucher from the Orange County Housing Authority or any other governmental entity they may use such voucher to pay the rent for their Qualifying Unit; iii. All rent increases are subject to City approval pursuant to the terms herein. No later than sixty (60) days prior to the proposed implementation of any rent increase, Owner shall submit to the City a schedule of any proposed increase in the rent. The City will disapprove a rent increase if it does not comply with the restrictions set forth herein. Notwithstanding the foregoing, rent increases for the Qualifying Units shall be subject to review and approval of the City (such approval not to be unreasonably withheld or delayed) as described above; and iv. Owner shall give tenants of all Qualifying Units written notice at least sixty (60) days prior to any rent increase. With respect to any Qualifying Units for which City has authorized Owner to increase rents pursuant to this Section, all special and/or target population preferences and requirements shall automatically terminate. 7. Affordable Rent. The monthly rent charged to a Qualifying Household for the occupancy of a Qualifying Unit shall never exceed an Affordable Rent for such Qualifying Unit set forth in Section 1.5. 7.1 Rent for Qualifying Units may be increased only once per calendar year, based on changes in Area Median Income; provided that the rent for each Qualifying Unit must never exceed an Affordable Rent for the Qualifying Unit as necessary to maintain the tenant income mix specified in Section 6. 7.2 Determination of Qualifying Household income shall be made by the Owner at the time of initial application by an individual or family for occupancy of a Qualifying Unit. At the time of initial application, the Owner shall require an applicant to complete the Income Certification Form and certify the accuracy of the information provided on such form. In each calendar year during the Term, the Owner shall require each Qualifying Household occupying a Qualifying Unit to recertify the Qualifying Household's income on the Income Certification Form. The Owner shall make a good faith effort to verify the accuracy of income information provided in any Income Certification Form by an applicant for occupancy of a Qualifying Unit or by a Qualifying Household occupying a Qualifying Unit, by taking one or more of the following steps, as reasonably required or indicated: (1) obtain an income tax return and copy of each W2 Wage and Earnings Statement for the most recently concluded income tax year; (2) conduct a credit reporting agency or similar search; (3) obtain an income verification form from the applicant's or the Qualifying Household's current employer(s); (4) obtain an income verification form from the United States Social Security Administration and/or the California Department of Social Services, if the applicant or the Qualifying Household receives assistance from either of such agencies; or (5) if the applicant or an adult member of a Qualifying Household is unemployed and has no such income tax return, obtain another form of independent verification. For purposes of this Section 7.2, the Owner may conclusively rely upon the evidence of the age of the occupant(s) of a Qualifying Unit as presented in a valid California Driver's License, other form of identification ATTACHMENT NO.2 -7- 61147.80021\40183274.4 issued by the State of California or the United States Government, which includes a date of birth. All such verification information shall only be obtained by the Owner after obtaining the applicant's or the Qualifying Household's written consent for the release of such information to the Owner. Failure to consent in writing to the release of such income verification information to the Owner may disqualify an applicant for occupancy of a Qualifying Unit or be grounds for termination of Qualifying Household's occupancy of a Qualifying Unit. 7.3 The Qualifying Units are not specifically assigned to any qualifying income category (i.e., 30% Household, or 50% Household). The restricted income level of each Qualifying Unit may change as Qualifying Units become vacant, a Qualifying Household tenant's income changes or other Qualifying Units are occupied by Qualifying Households. In all circumstances, though, the rent for each Qualifying Unit shall be an Affordable Rent for the Qualifying Unit as necessary to maintain the restricted income tenant mix required under Section 6. If, upon any recertification, the income of a previously Qualifying Household exceeds one hundred forty percent (140%) of the qualifying income for a 30% Household or 50% Household, then subject to applicable law, including without limitation, TCAC regulations and policies, the Owner or Management Agent shall notify such household that its lease for its Qualifying Unit will not be renewed upon the expiration of its lease, unless the household again becomes a Qualifying Household upon recertification prior to the expiration of its lease. In any event, if the income category of a Qualifying Household upon recertification is different from the previous income of the Qualifying Household (i.e. a 30% Household becomes a 50% Household; a 50% Household becomes a 30% Household; or any similar change in the income of a Qualifying Household tenant of the PSH Project), the Owner or Management Agent shall rent the next available unit to a Qualifying Household with an income level that will maintain the tenant income level mix set forth in Section 6. To the extent the federal low-income housing tax credit requirements conflict with the requirements in this Section 7.3 relative to the continued occupancy by households that do not qualify as Qualifying Households, the federal low-income housing tax credit requirements shall apply in place of the provisions in this Section 7.3. 7.4 The Owner shall maintain on file all Income Certification Forms completed by applicants for occupancy of Qualifying Units and by Qualifying Households that occupied or are occupying Qualifying Units in accordance with Section 6 and shall provide copies of the rent roll and Income Certification Forms to the City for its review and approval within fifteen (15) days following written Notice to the Owner. 7.5 The Owner and each Qualifying Household occupying a Qualifying Unit shall permit the City to conduct inspections of the PSH Property, the PSH Project and each Qualifying Unit, from time -to -time, for purposes of verifying compliance with this Regulatory Agreement, upon fifteen (15) days prior written notice to the Owner. 7.6 The Owner shall submit its first Annual Report to the City on the April 30th immediately following the issuance of the final Certificate of Occupancy for the PSH Project by the City. Thereafter, on each April 30 during the Term, the Owner shall submit an Annual Report to the City. The City shall maintain the confidentiality of the information contained in any Annual Report specifically relating to any particular Qualifying Household occupying a Qualifying Unit, to the extent reasonably allowed by Law, as determined by the City's general or special counsel. ATTACHMENT NO.2 -8- [716d:DB➢1\TAIJ1:03L[f 8. The Owner Covenant Regarding Lease of Oualifvine Units. The Owner, for itself, its successors and assigns, covenants and agrees that, if any Qualifying Unit is rented or leased during the Term, the rental or lease of the Qualifying Unit shall be accomplished through a written lease agreement and all of the following restrictions shall apply: 8.1 A Qualifying Household shall be the record tenant and only occupant of the Qualifying Unit. 8.2 The lease for each Qualifying Unit shall be for an initial term of not less than twelve (12) months. 8.3 Each lease for a Qualifying Unit shall contain all of the following provisions: 8.3.1 An agreement authorizing the Owner to immediately terminate the tenancy of a Qualifying Household occupying a Qualifying Unit, where one or more members of that Qualifying Household misrepresented any fact material to the qualification of such household as a Qualifying Household; 8.3.2 An agreement providing that each Qualifying Household occupying a Qualifying Unit shall be subject to annual certification or recertification of income as a condition to continued occupancy of the Qualifying Unit; 8.3.3 An agreement providing that each Qualifying Household occupying a Qualifying Unit may be subject to rental increases in accordance with this Regulatory Agreement; and 8.3.4 An agreement providing that the Owner will not discriminate on the basis of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status (except as may legally be permitted for Senior Households), source of income, disability, genetic information or receipt of public assistance or housing assistance in connection with rental of a Qualifying Unit, or in connection with the employment or application for employment of persons for operation and management of the PSH Project, and all contracts, applications and leases entered into for such purposes shall contain similar non-discrimination clauses to such effect. 8.4 The Owner shall not terminate the tenancy or refuse to renew the lease or rental agreement of a Qualifying Household except for: (i) serious or repeated violations of the terms and conditions of the lease; (ii) because the previously Qualifying Household is no longer a Qualifying Household; (iii) for violation of applicable Federal, State, or local law; or (iv) for other good cause. The Owner shall follow all applicable laws in connection with termination of the tenancy of a Qualifying Household or a refusal to renew the lease or rental agreement of a Qualifying Household. 8.5 Tenant Selection Policies and Criteria. The Owner shall adopt written tenant selection policies and criteria that: ATTACHMENT NO.2 -9- 61147.80021 W 018 3274.4 8.5.1 are consistent with the purpose of providing affordable rental housing for Qualifying Households at an Affordable Rent; 8.5.2 are reasonably related to tenant eligibility and ability to perform the obligations of the lease for a Qualifying Unit; 8.5.3 subject to applicable fair housing laws, with respect to the nine (9) Qualifying Units required to be occupied or available for occupancy by Qualifying Households that are 50% Households, give reasonable preference and consideration to the housing needs of households residing in the City of San Juan Capistrano that are involuntarily displaced by natural disaster, or by activities of the City, including but not limited to priority placement on a written waiting list of available units; 8.5.4 subject to applicable fair housing laws, best efforts will be made to give preference to veterans for ten (10) of the Qualifying Units required to be occupied or available for occupancy by Qualifying Households that are 30% Households; 8.5.5 subject to applicable fair housing laws, with respect to the nine (9) Qualifying Units required to be -occupied or available for occupancy by Qualifying Households that are 50% Households, give reasonable preference and consideration to the housing needs of households residing or employed in the City of San Juan Capistrano, including but not limited to priority placement on a written waiting list of available units; 8.5.6 provide for the selection of tenants from a written waiting list in the chronological order of their application subject to Sections 8.5.3, 8.5.4, and 8.5.5 insofar as is practicable; 8.5.7 give prompt written notice to any rejected applicant of the grounds for rejection; 8.5.8 provide for all of the Qualifying Units to be available for occupancy on a continuous basis to Qualifying Households at an Affordable Rent; and 8.5.9 do not give preference to any particular class or group of persons in leasing or renting the Qualifying Units, except as provided in Sections 8.5.3, 8.5.4, and 8.5.5 and to the extent that a tenant must be a Qualifying Household. 9. Non -Discrimination. All units in the PSH Project shall be available at an Affordable Rent for occupancy on a continuous basis to Qualified Households. Except as provided in Sections 8.5.3, 8.5.4, and 8.5.5, the Owner shall not give preference to any particular class or group of persons in renting the units in the PSH Project. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, or genetic information in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any unit. Neither the Owner nor any person claiming under or through the Owner, shall establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, ATTACHMENT NO.2 -10- 61147.80021\10183274.4 or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of any unit or in connection with the employment of persons for the operation and management of any unit, the PSH Project or the PSH Property. All deeds, leases or contracts made or entered into by the Owner as to the units, the PSH Project or the PSH Property or any portion thereof, shall contain covenants prohibiting discrimination, as prescribed by this Regulatory Agreement. The Owner shall include a statement in all advertisements, notices and signs for the availability of units in the PSH Project for rent to the effect that the Owner is an Equal Housing Opportunity Provider. 10. Equal Housing Notice. Provide for a statement in all advertisements, notices and signs for the availability of Qualifying Units for lease or rent to the effect that the Owner is an equal housing opportunity provider, and include an equal housing opportunity logotype in all notices, signs and advertisements in print media for the Qualifying Units. 11. Development and Management of the PSH Project. 11.1 Manaeement of PSH Project. The Owner shall be responsible for management of the PSH Project including, without limitation, the selection of Qualified Households, certification and recertification of household size, income, gender and the age of the head of household and relation of head of household to the household, of all Qualified Households, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The City shall have bear no responsibility for the management or operation of the PSH Project or the PSH Property. The PSH Project shall at all times be managed by a Management Agent reasonably acceptable to the City, with demonstrated ability to operate residential rental facilities similar to the PSH Project in a manner that will provide decent, safe, and sanitary housing. For the purposes hereof, if the Owner directly performs the functions of the Management Agent by its employees or by means of a service contract with an entity which is a partner or an affiliate of a partner in the Owner, such Management Agent shall be deemed approved by the City. If the Management Agent is an entity or person other than the Owner, its employees, a partner in the Owner or an entity owned or controlled by the Owner or which owns and/or controls the Owner, the Owner shall submit for the City's approval the identity of any proposed Management Agent, together with additional information relevant to the background, experience and financial condition of any proposed Management Agent, as reasonably requested by the City. If the proposed Management Agent meets the standard for a qualified Management Agent set forth above, the City shall approve the proposed Management Agent by notifying the Owner in writing within thirty (30) days following the Owner's written request for such approval. Unless the proposed Management Agent is disapproved by the City within thirty (30) days, which disapproval shall state with reasonable specificity the basis for disapproval, it shall be deemed approved. The City hereby approves Jamboree Housing Corporation, as the initial property manager. 11.1.1 If the Owner directly performs the functions of the Management Agent by its employees or by means of a service contract with an entity which is a partner or an affiliate of a partner in the Owner and the City determines the Owner has not met its management responsibilities, the City shall have the right to enter the PSH Project, to review relevant documentation to determine if the Owner is acting in a reasonable manner and, subject to the approval of the investor limited partner and special limited partner (collectively, the "Tax Credit ATTACHMENT NO.2 -11- 61147.80021 W0183274.4 Investor") of Owner and lender, to require the Owner to hire a third party management company reasonably acceptable to the City. 11.2 Insurance. 11.2.1 Required Insurance. The Owner shall maintain, to protect the City Parties against all insurable claims resulting from the actions of the Owner in connection with this Regulatory Agreement, the PSH Property and the PSH Project, at the sole cost and expense of the Owner during the Term hereof the following insurance (or its then reasonably available equivalent): (a) Liability Insurance; (b) Automobile Liability Insurance to the extent required by this Regulatory Agreement; (c) Property Insurance; and (d) Workers Compensation Insurance. The Owner shall require all subcontractors to maintain the same insurance required of the Owner set forth in this Section 11.2 prior to performing any work on the PSH Property or the PSH Project. Notwithstanding the foregoing, however, Owner's obligation to procure Property Insurance shall not commence until such time as the Certificate of Completion has been recorded. 11.2.2 Policy Requirements and Endorsements. All insurance policies required by this Regulatory Agreement shall contain (by endorsement or otherwise) the following provisions: Insured. The Owner's Liability Insurance and Automobile Liability Insurance policies shall name the City Parties as "additional insured." The Owner's Property Insurance policy shall name the City as a "loss payee." The coverage afforded to the City Parties shall be at least as broad as that afforded to the Owner regarding the PSH Property and the PSH Project and may not contain any terms, conditions, exclusions, or limitations applicable to the City Parties that do not apply to the Owner. Primary Coverage. Any insurance or self-insurance maintained by the City Parties shall be in excess of all insurance required under this Regulatory Agreement and shall not contribute to any insurance required under this Regulatory Agreement. Contractual Liability. The Owner's Liability Insurance policy shall contain contractual liability coverage for the Owner's indemnity obligations under this Regulatory Agreement. The Owner's obtaining or failure to obtain such contractual liability coverage shall not relieve the Owner from nor satisfy any indemnity obligation of the Owner under this Regulatory Agreement. Deliveries to the City. The Owner shall deliver to the City evidence of all insurance policies required by this Regulatory Agreement. No later than three (3) days before any insurance required by this Regulatory Agreement expires, is cancelled or its liability limits are reduced or exhausted, the Owner shall deliver to the City evidence of the Owner's maintenance of all insurance this Regulatory Agreement requires. Each insurance policy required by this Regulatory Agreement shall be endorsed to state that coverage shall not be cancelled, suspended, voided, reduced in coverage or in limits, except after thirty (30) calendar days' advance written notice of such action has been given to the City by certified mail, return receipt requested; provided that if a thirty (30) days' notice of cancellation endorsement is not available the Owner shall notify the City of this unavailability in writing and shall forward any notice of cancellation to the City within two (2) business days from date of receipt by the Owner; and further provided, however, that only ATTACHMENT NO.2 -12- 61147.80021\40183274.4 ten (10) days' advance written notice shall be required for any such action arising from non- payment of the premium for the insurance. Phrases such as "endeavor to" and "but failure to mail such Notice shall impose no obligation or liability of any kind upon the company" shall not be included, to the extent commercially available, in the cancellation wording of any certificates or policies of insurance applicable to the City Parties pursuant to this Regulatory Agreement. Waiver of Certain Claims. The Owner shall cause each insurance carrier providing insurance coverage under this Regulatory Agreement to endorse their applicable policy(ies) with a Waiver of Subrogation with respect to the City Parties, if not already in the policy. To the extent that the Owner obtains insurance with a Waiver of Subrogation, the parties release each other, and their respective authorized representatives, from any claims for damage to any person or property to the extent such claims are paid by such insurance policies obtained pursuant to and in satisfaction of the provisions of this Regulatory Agreement. No Claims Made Coverage. None of the insurance coverage required under this Regulatory Agreement may be written on a claims -made basis. 11.2.3 Fully Paid and Non -Assessable. All insurance obtained and maintained by the Owner pursuant to this Section 11.2 shall be fully paid for and non -assessable. However, such insurance policies may be subject to insurer audits. 11.2.4 City Option to Obtain Coveraee. During the continuance of an Event of Default arising from the failure of the Owner to carry any insurance required by this Regulatory Agreement, the City may, at its option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Owner of any premiums and associated reasonable costs paid by the City for such insurance coverage. Any amount becoming due and payable to the City under this Section 11.2.4 that is not paid within fifteen (15) calendar days after written demand from the City for payment of such amount, within an explanation of the amounts demanded, will bear interest from the date of the demand at the rate of eight percent (8%) per annum or the maximum interest rate allowed by applicable law, whichever is less. Any election by the City to purchase or not to purchase insurance otherwise required by the terms of this Regulatory Agreement to be carried by the Owner shall not relieve the Owner of its obligation to obtain and maintain any insurance coverage required by this Regulatory Agreement. 11.2.5 Separation of Insured. The Owner's Liability Insurance and Automobile Liability Insurance policies shall provide for separation of insured for the Owner and the City Parties. Insurance policies obtained in satisfaction of or in accordance with the requirements of this Regulatory Agreement may provide a cross -suits exclusion for suits between named insureds, but shall not exclude suits between named insureds and additional insureds. 11.2.6 Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions under insurance policies required by this Regulatory Agreement shall be declared to and approved by the City. The Owner shall pay all such deductibles or self-insured retentions regarding the City Parties or, alternatively, the insurer under each insurance policy required by this Section 11.2 shall eliminate such deductibles or self-insured retentions with respect to the City Parties. ATTACHMENT NO.2 -13- 61147.80021W0183274.4 11.2.7 No Separate Insurance. The Owner shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this Regulatory Agreement, unless the City is made an additional insured thereon, as required by this Regulatory Agreement. 11.2.8 Insurance Independent of Indemnification. The insurance requirements of this Regulatory Agreement are independent of the Owner indemnification and other obligations under this Regulatory Agreement and shall not be construed or interpreted in any way to satisfy, restrict, limit, or modify the Owner's indemnification or other obligations or to limit the Owner's liability under this Regulatory Agreement, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall the provision of such insurance preclude the City from taking such other actions as are available to it under any other provision of this Regulatory Agreement or otherwise at law or in equity. 11.2.9 Nature of Insurance. The policies of insurance required by this Regulatory Agreement shall be issued by carriers that: (a) are listed in then current "Best's Key Rating Guide—Property/Casualty—United States & Canada" publication (or its equivalent, if such publication ceases to be published) with a minimum financial strength rating of "A-" and a minimum financial size category of"XI" (exception may be made for the California Compensation Insurance Fund when not specifically rated); and (b) are authorized to do business in California. The Owner may provide any insurance under a "blanket" or "umbrella" insurance policy, provided that: (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the PSH Property and the PSH Project, which amount(s) shall equal or exceed the amount(s) required by this Regulatory Agreement; and (ii) such policy otherwise complies with this Regulatory Agreement. 12. Maintenance of the PSH Proiect. The Owner, for itself, its successors and assigns, hereby covenants and agrees that the exterior areas of the PSH Project shall be maintained in good repair and in a neat, clean and orderly condition, ordinary wear and tear excepted. In the event that at any time during the Term, there is an occurrence of an adverse condition on any area of the PSH Project which is subject to public view in contravention of the general maintenance standard described above ("Maintenance Deficiency"), then the City shall notify the Ownefin writing of the Maintenance Deficiency and give the Owner thirty (30) calendar days from the date of such notice to cure the Maintenance Deficiency as identified in the notice. "Maintenance Deficiency" includes, without limitation, the following inadequate or non -conforming property maintenance conditions and/or breaches of residential property use restrictions: (i) failure to properly maintain the. windows, structural elements, and painted exterior surface areas of the units in a clean and presentable manner; (ii) failure to keep the common areas of the PSH Project free of accumulated debris, appliances, inoperable motor vehicles or motor vehicle parts, or free of storage of lumber, building materials or equipment not regularly in use on the PSH Property; (iii) failure to regularly maintain, replace and renew the landscaping in a reasonable condition free of weed and debris; and (iv) the use of garage areas on the PSH Project for purposes other than the parking of motor vehicles and the storage of personal possessions and mechanical equipment of persons residing in the PSH Project. ATTACHMENT NO.2 -14- 61147.80021 W 018 3274.4 12.1 In the event the Owner fails to cure or commence to cure the Maintenance Deficiency within the time allowed, the City may thereafter conduct a public hearing following transmittal of written notice thereof to the Owner ten (10) calendar days prior to the scheduled date of such public hearing in order to verify whether a Maintenance Deficiency exists and whether the Owner has failed to comply with the provision of this Section 12. If, upon the conclusion of a public hearing, the City makes a finding that a Maintenance Deficiency exists and that there appears to be non-compliance with the general maintenance standard, as described above, then the City shall have the right to enter the PSH Project (exterior areas of the PSH Project which are subject to public view only) and perform all acts necessary to cure the Maintenance Deficiency, or to take other action at law or equity that the City may then have to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency as authorized by this Section 12.1 shall become a lien on the PSH Property. If the amount of the lien is not paid within thirty (30) calendar days after written demand for payment by the City to the Owner, the City shall have the right to enforce the lien in the manner as provided in Section 12.3. 12.2 Graffiti which is on or within the PSH Project shall be removed by the Owner from any exterior surface of a structure or improvement on the PSH Project by either painting over the evidence of such vandalism with a paint which has been color -matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water as appropriate. In the event that graffiti is placed on the PSH Project (exterior areas only) and such graffiti is visible from an adjacent or contiguous public right-of-way and thereafter such graffiti is not removed within three (3) business days following the time of its application, or the Owner's actual knowledge of its existence, whichever occurs later; then in such event and without notice to the Owner, the City shall have the right to enter the PSH Project and remove the graffiti. Notwithstanding any provision of the Regulatory Agreement to the contrary, any sum expended by the City for the removal of graffiti from the PSH Project as authorized by this Section 12.2 shall become a lien on the PSH Project. If the amount of the lien is not paid within thirty (30) calendar days after written demand for payment by the City to the Owner, the City shall have the right to enforce its lien in the manner as provided in Section 12.3. 12.3 The parties hereto further mutually understand and agree that the rights conferred upon the City under this Section 12 expressly include the power to establish and enforce a lien or other encumbrance against the PSH Property in the manner provided under California Civil Code Sections 2924, 2924b and 2924c, as such sections may be amended or superseded, in the amount as reasonably necessary to restore the PSH Project to the maintenance standards required under this Section 12, including reasonable attorneys' fees and costs of the City associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of the costs of the City in connection with such action. In any legal proceeding for enforcing such a lien against the PSH Project, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs of suit. The provisions of this Section 12 shall be a covenant running with the land for the Term and shall be enforceable by the City in its discretion, cumulative with any other rights or powers granted to the City under applicable law. Nothing in the foregoing provisions of this Section 12 shall be deemed to preclude the Owner from making any alterations, additions, or other changes to any structure or improvement or landscaping on the PSH Project, provided that such changes comply with the zoning and development regulations of the City and other applicable law. ATTACHMENT NO.2 -15- 61147.80021A0 183274.4 Notwithstanding anything to the contrary in this Section 12, City acknowledges and agrees that the priority of any such lien shall be deemed to be the date such lien is filed, and not the date this Regulatory Agreement is recorded. 12.4 Capital Replacement Reserve Account. The Owner shall establish an account for the payment of repair and replacement of capital items ("Capital Replacement Reserve Account") in an initial amount as required by the Institutional Lenders for the PSH Project or the Tax Credit Investor. Each year thereafter, the Owner shall deposit into the Capital Replacement Reserve Account additional amounts as required by the Institutional Lenders for the PSH Project or the Tax Credit Investor, but not less than Two Hundred Fifty Dollars ($250) per unit per year. 12.4.1 Capital Repairs and Replacements. Capital repairs and replacements shall include, but not be limited to, the following: wet and dry utilities; roof repair and replacement as necessary; repair and replacement of boilers and the major operating components thereof; stucco repair and replacement; exterior painting; replacement of carpeting and vinyl or other hard surface flooring; replacement of drapes; replacement of dishwashers, garbage disposals and other interior appliances; repair and replacement of heating, ventilating and air conditioning systems, equipment and components; and installation of solar panels. All of the foregoing and other similar expenditures on the PSH Project shall be considered to be qualifying capital repair and replacement expenses. Interior painting and servicing, repair or replacement of interior hardware shall not be considered to be a capital repair, but shall be ordinary operating expenses for the PSH Project. The Owner shall withdraw funds from the Capital Replacement Reserve Account to pay such capital repair and replacement expenses as the Owner may deem necessary for the purposes of meeting the maintenance and replacement obligations described herein. 12.4.2 Insured Depository. The Capital Replacement Reserve Account shall be maintained in a depository insured by an agency of the federal government. 12.4.3 Documentation. Annually, or more frequently at the City's reasonable written request, the Owner shall document the level of capital repairs and replacements for the preceding period. The Owner shall maintain and shall provide as requested documentation showing the quantity and price of items purchased, price of materials and the cost of contracted labor or other services incurred in connection with such capital repair and replacement, and such other items as the City may reasonably request. 12.4.4 Withdrawals from Reserve Account. On an annual basis, the Owner shall notify the City of the anticipated cash requirements which will need to be withdrawn from the Capital Replacement Reserve Account. Amounts so budgeted and approved by the City (such approval not to be unreasonably withheld, conditioned, or delayed) may be withdrawn by the Owner from the indicated Capital Replacement Reserve Account without further City approval. Other withdrawals for unbudgeted, unanticipated or emergency PSH Project expenditures may be withdrawn by the Owner without prior City approval, but the Owner shall notify the City in writing within ten (10) calendar days after withdrawal. All amounts so withdrawn by the Owner shall be expended on the PSH Project and in accordance with this Regulatory Agreement. Withdrawals in excess of Twenty -Five Thousand Dollars ($25,000) in any one calendar year shall be pre -approved ATTACHMENT NO.2 -16- 61147.8002 n40183274.4 by the City in its reasonable discretion, subject to the rights of any lender of a Senior Loan or the Tax Credit Investor. 12.4.5 Interest Earned on Funds in the Capital Replacement Reserve Account. Any interest or other earnings from sums deposited into the Capital Replacement Reserve Account shall be retained in and added to the balance in said account. 12.4.6 Capital Needs Assessment. If requested in writing by the City, the Owner shall deliver to the City, for the City's reasonable review and approval, a capital needs assessment ("CNA") no more often than every ten (10) years after the date of the Certificate of Completion for the PSH Project. The CNA shall include an analysis of the Owner's actual expenditures for capital needs compared to the most recently approved CNA, the Owner's original operating budget and its then -current operating budget. Each CNA shall include a ten (10) year capital needs assessment or analysis of replacement reserve requirements prepared by a qualified third party in accordance with reasonable and customary standards for similar residential rental projects. 12.4.7 Displacement of Residents and Relocation. The Owner shall make commercially reasonable best efforts to conduct capital repairs and replacements and ordinary repair and maintenance (collectively, "Repairs") in a manner that does not result in the displacement of any of the residents of the units. If any of the Owner's actions to conduct Repairs result in displacement of any of the units' residents, the Owner shall notify the City in writing, prior to conducting such Repairs, of the identities of the residents to be displaced, the units they will be displaced from, and the estimated length of time such residents shall be displaced. If the displacement of the residents triggers relocation obligations, the Owner shall be responsible, at its sole cost and expense, for any and all such relocation obligations and related expenses. The Owner shall comply with all applicable federal, state and local laws, rules and regulations regarding such relocation obligations and related expenses, including any relocation requirements set forth by the City. The Owner shall defend, indemnify and hold harmless the City Parties from and against all liability for any relocation obligations and related expenses attributable to any Repairs. 13. Covenants to Run With the Land. The Owner and the City hereby declare their specific intent that the covenants, reservations and restrictions set forth herein are part of a plan for the promotion and preservation of affordable housing within the territorial jurisdiction(s) of the City and that each shall be deemed covenants running with the land and shall pass to and be binding upon the PSH Property and each successor -in -interest of the Owner in the PSH Property for the Term. The Owner hereby expressly assumes the duty and obligation to perform each of the covenants and to honor each of the reservations and restrictions set forth in this Regulatory Agreement. Each and every contract, deed or other instrument hereafter executed covering or conveying the PSH Property or any interest therein shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations, and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument. 14. Burden and Benefit. The City and the Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land in that the Owner's legal interest in the PSH Property is affected by the affordable dwelling use and ATTACHMENT NO.2 -17- 61147.80021M 183274.4 occupancy covenants hereunder. The City and the Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the PSH Property by the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the affordable housing goals and objectives of the City and in order to make the PSH Property available for acquisition by the Owner. 15. Defaults. 15.1 Events of Default. The occurrence of any of the following is a default and shall constitute a material breach of this Regulatory Agreement and, if not corrected, cured or remedied in the time period set forth in Section 15.2, shall constitute an "Event of Default' hereunder: 15.1.1 failure of the Owner or any person under its direction or control to comply with or perform when due any material term, obligation, covenant or condition contained in this Regulatory Agreement; 15.1.2 any warranty, representation or statement made or furnished to the City by the Owner under this Regulatory Agreement is knowingly false or misleading in any material respect either now or at the time made or furnished; 15.1.3 the dissolution or termination of the existence of the Owner as an ongoing business, insolvency, appointment of a receiver for any part of the PSH Property, any assignment for the benefit of creditors, any type of creditor workout or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Owner; or 15.1.4 an Event of Default pursuant to the Affordable Housing Agreement. 15.2 Notice of Default. The City shall give written notice of default to the Owner, in accordance with Section 22, stating that such notice is a "Notice of Default', specifying the default complained of by the City and requiring the default to be remedied within thirty (30) calendar days of the date of the Notice of Default. Except as required to protect against further material damage, the City may not institute legal proceedings against the Owner until thirty (30) calendar days after providing the Notice of Default. Failure or delay in giving a Notice of Default shall not constitute a waiver of any default, nor shall it change the time of occurrence of the default. If the default specified in the Notice of Default is such that it is not reasonably capable of being cured within thirty (30) calendar days, and if the Owner initiates corrective action within said thirty (30) calendar day period and diligently works to effect a cure as soon as possible, then the Owner may have such additional time as authorized in writing by the City as reasonably necessary to complete the cure of the default prior to exercise of any other remedy for the occurrence of an Event of Default. Such authorization for additional time to cure shall not be unreasonably withheld, conditioned or delayed. The City shall give the Tax Credit Investor the following notice and cure rights: 15.2.1 The City will give the Tax Credit Investor a copy of any Notice that the City gives to the Owner under this Regulatory Agreement; ATTACHMENT NO.2 _1g_ 61147.80021 W 0183274.4 15.2.2 The City will give the Tax Credit Investor thirty (30) days after the Tax Credit Investor's receipt of such Notice to cure a non-payment of any sum due under this Regulatory Agreement; 15.2.3 The City will give the Tax Credit Investor sixty (60) days after the Tax Credit Investor's receipt of such Notice to cure any other default under this Regulatory Agreement; 15.2.4 If a non -monetary default is incapable of being cured within sixty (60) days, the City will give the Tax Credit Investor an additional ninety (90) days to cure such default provided the Tax Credit Investor has commenced to cure such default and is diligently proceeding to cure such default through the end of such period; and 15.2.5 If the Tax Credit Investor makes any such payment or otherwise cures such default, the City will accept such action as curing such default as if such payment or cure were made by the Owner. If the Owner fails to take corrective action relating to a default within thirty (30) calendar days following the date of Notice of Default (or to complete the cure within the additional time as may be authorized by the City or set forth above for the Tax Credit Investor), an Event of Default shall be deemed to have occurred. 15.3 Inaction Not a Waiver of Default. Any failure or delays by the City 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 the City in asserting any of its rights and remedies shall not deprive the City of its right to institute and maintain any actions or proceedings which it may reasonably deem necessary to protect, assert or enforce any such rights or remedies. 16. Remedies. Upon the occurrence of an Event of Default, the City shall, in addition to the remedial provisions of Section 12 as related to a Maintenance Deficiency at the PSH Property, be entitled to seek any appropriate remedy or damages by initiating legal proceedings as follows: (i) by mandamus or other suit, action or proceeding at law or in equity, to require the Owner to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the City; or (ii) by other action at law or in equity as necessary or convenient to enforce the obligations, covenants and Agreements of the Owner to the City. 16.1 Rights and Remedies are Cumulative. The rights and remedies of the City as set forth in this Section 16 are cumulative and the exercise by the City of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the Owner. 16.2 Enforcement by Third Parties. No third party shall have any right or power to enforce any provision of this Regulatory Agreement on behalf of the City or to compel the City to enforce any provision of this Regulatory Agreement against the Owner or the PSH Project. 17. Governing Law. This Regulatory Agreement shall be governed by the laws of the State of California and applicable federal laws, without regard to conflicts of laws principles. ATTACHMENT NO.2 -19- 61147.80021 W 0183274.4 18. Amendment. This Regulatory Agreement may be amended after its recordation only by a written instrument executed by the Owner and the City. 19. Attorney's Fees. In the event that a party to this Regulatory Agreement brings an action to enforce any condition or covenant, representation or warranty in this Regulatory Agreement or otherwise arising out of this Regulatory Agreement, the prevailing party(ies) in such action shall be entitled to recover from the other party reasonable attorneys' fees to be fixed by the court in which a judgment is entered, as well as the costs of such suit. 20. Severability. If any provision of this Regulatory Agreement shall be declared invalid, inoperative or unenforceable by a final judgment or decree of a court of competent jurisdiction such invalidity or unenforceability of such provision shall not affect the remaining parts of this Regulatory Agreement which are hereby declared by the parties to be severable from any other part which is found by a court to be invalid or unenforceable. 21. Time is of the Essence. For each provision of this Regulatory Agreement which states a specific amount of time within which the requirements thereof are to be satisfied, time shall be deemed to be of the essence. 22. Notices. Demands and Communications Between the Parties. Any and all notices submitted by any party to another party pursuant to or as required by this Regulatory Agreement shall be dispatched by messenger for immediate personal delivery, or by registered or certified United States mail, postage prepaid, return receipt requested, to the address of the party, as set forth in this Section. Such notice may be sent in the same manner to such other addresses as any party may from time to time designate by notice. Any notice shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is dispatched by messenger for immediate personal delivery, or two (2) calendar days after it is placed in the United States mail, as provided in this Section. Rejection, other refusal to accept or the inability to deliver any notice because of a changed address of which no notice was given or other action by a person or entity to whom notice is sent, shall be deemed receipt of the notice. The following are the authorized addresses for the submission of notices to the parties, as of the date of this Regulatory Agreement: ATTACHMENT NO.2 -20- ertaz8002twm8s27a.a To the Owner: Prior to completion of construction: , LP c/o Jamboree Housing Corporation 17701 Cowan Avenue, Suite 200 Irvine, CA 92614 Attention: Chief Development Officer Following completion of construction: LP c/o Jamboree Housing Corporation 17701 Cowan Avenue, Suite 200 Irvine, CA 92614 Attention: Asset Management With a copy to: Tax Credit Investor: Bank of America, N.A. MAI -225-02-02 225 Franklin Street Boston, MA 02110 Attention: Asset Management Facsimile: 617-346-2257 And: Banc of America CDC Special Holding Company, Inc. MAI -225-02-02 225 Franklin Street Boston, MA 02110 Attention: Asset Management Facsimile: 617-346-2257 And: Buchalter, a Professional Corporation 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017 Attn: Michael A. Williamson, Esq. Facsimile: (213) 630-5799 Matter No: B0965 -L1 To the City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: City Manager ATTACHMENT NO.2 -21- 61147.80021140183274.4 23. Recording. The parties hereto shall cause this Regulatory Agreement to be recorded in the official records of the County of Orange. 24. No Third Party Beneficiary. No claim as a third -party beneficiary under this Regulatory Agreement by any person, corporation or any other entity, shall be made or be valid against the City or the Owner. 25. Prohibition Against Transfer. 25.1 Except as expressly provided in the Affordable Housing Agreement, the Owner shall not, without prior written approval of the City, which may not be unreasonably withheld, delayed or conditioned: (i) assign or attempt to assign this Regulatory Agreement or any right herein; or (ii) make any total or partial sale, transfer, conveyance, lease, leaseback, or assignment of the whole or any part of the PSH Property or the improvements thereon, with the exception of leases of the residential units as permitted by this Regulatory Agreement, or permit to be placed on any of the PSH Property any unauthorized mortgage, trust deed, deed of trust, encumbrance or lien. 25.2 In the absence of specific written agreement or approval by the City, and except as expressly provided in the Affordable Housing Agreement, no unauthorized sale, transfer, conveyance, lease, leaseback or assignment of the PSH Property shall be deemed to relieve the Owner or any other party from any obligations under this Regulatory Agreement. 26. City Approvals and Actions. The City Manager shall have the authority to make approvals, issue interpretations, waive provisions, grant extensions of time, approve amendments to this Regulatory Agreement and execute documents on behalf of the City (to the extent not provided otherwise in this Regulatory Agreement), including, without limitation, any documents necessary to implement any changes in the number or affordability of the Qualifying Units, as may be required by TCAC, so long as such actions do not reduce the length of affordability of the Qualifying Units or add to the costs incurred or to be incurred by the City as specified herein. The City Manager reserves the right, in his or her sole and absolute discretion, to submit any requested modification, interpretation, amendment or waiver to the City Council if the City Manager determines or believes that such action could increase the risk, liability or costs to the City, or reduce the length of affordability of the PSH Project. IN WITNESS WHEREOF, the Owner and the City have caused this Regulatory Agreement to be signed, acknowledged and attested on their behalf by duly authorized representatives in counterpart original copies which shall upon execution by all of the parties be deemed to be one original document. [Signatures on following pages] ATTACHMENT NO.2 -22- 61147.80021\40183274.4 CITY SIGNATURE PAGE TO REGULATORY AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) CITY: CITY OF SAN JUAN CAPISTRANO, a California municipal corporation 93 City Manager Date: ATTEST: By: City Clerk ATTACHMENT NO.2 -23- 61147.8002 I 23- 61147.80021 W O 183274.4 OWNER: OWNER SIGNATURE PAGE TO REGULATORY AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) LP, a California limited partnership By: LLC, a California limited liability company, its managing general partner By: LLC, California nonprofit corporation, its sole member and manager M ATTACHMENT NO.2 _24_ 61147.80021'10183274.4 ATTACHMENT NO. 1 TO REGULATORY AGREEMENT (City Hall — Paseo Adelanto Mixed Use Pennanent Supportive Housing) PSH Property Legal Description ATTACHMENT NO.2 -25- 61147.80021\10183274.4 ATTACHMENT NO.2 TO REGULATORY AGREEMENT (Paseo Adelanto Mixed Use Permanent Supportive Housing) Certification of Tenant Eligibility NOTE TO PROPERTY OWNER: This form is designed to assist you in computing Annual Income. Re: Paseo Adelanto Mixed Use Permanent Supportive Housing I/We, the undersigned, state that I/we have read and answered fully, frankly and personally each of the following questions for all persons who are to occupy the unit being applied for in the property listed above. Listed below are the names of all persons who intend to reside in the unit: 1. 2. 3. 4. 5. Names of Relationship Social Members of to Head of Security Place of Household Household Age Number Employment 6. Head of Household (check one): Mother: Father: _ Other: (specify relationship — i.e. legal guardian, sister, brother, etc. Income Computation 7. The total anticipated income, calculated in accordance with the provisions of this Section 7, of all persons over the age of 18 years listed above for the 12 -month period beginning the date that Uwe plan to move into a unit is $ Included in the total anticipated income listed above are: (a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other compensation for personal services, before payroll deductions; (b) the net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depreciation of capital assets); ATTACHMENT NO.2 -26- 61147.80021140183274.4 (c) interest and dividends (including income from assets excluded below); (d) the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of period receipts, including any lump sum payment for the delayed start of a periodic payment; (e) payments in lieu of earnings, such as unemployment and disability compensation, workmen's compensation and severance pay; (f) the maximum amount of public assistance available to the above persons other than the amount of any assistance specifically designated for shelter and utilities; (g) periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; (h) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (i) any earned income tax credit to the extent that it exceeds income tax liability. Excluded from such anticipated income are: (a) casual, sporadic or irregular gifts; (b) amounts which are specifically for or in reimbursement of medical expenses; (c) lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and workmen's compensation), capital gains and settlement for personal or property losses; (d) amounts of educational scholarship paid directly to the student of the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, book and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes, are to be included in income; (e) special pay to a household member who is away from home and exposed to hostile fire; (f) relocation payments under Title 11 of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; ATTACHMENT NO.2 -27- 61147.8002N0183274.4 (g) foster child care payments; (h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1977; (i) payments to volunteers under the Domestic Volunteer Service Act of 1973; payments received under the Alaska Native Claims Settlement Act. 0) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (k) payments or allowances made under the Department of Health and Human Services' Low -Income Home Energy Assistance Program; (1) payments received from the Job Training Partnership Act; (m) the first $2,000 of per capita shares received from judgment funds awarded by the Indian Claims Commission or the Court of Claims. 8. Do the persons whose income or contributions are included in item 6 above: (a) have savings, stocks, bonds, equity in real property or other form of capital investment (excluding the values of necessary items of personal property such as furniture and automobiles and interests in Indian trust land)? Yes _ No; or (b) have they disposed of any assets (other than at a foreclosure or bankruptcy sale) during the last two years at less than fair market value? _Yes No (c) If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than $5,000? _Yes No (d) If the answer to (c) is yes, state: (i) the amount of income expected to be derived from such assets in the 12 -month period beginning on the date of initial occupancy in the unit that you propose to rent: $ ; and (ii) (ii) he amount of such income, if any, that was included in item 6 above: $ a (a) Are all of the individuals who propose to reside in the unit full-time students*? Yes No *A full-time student is an individual enrolled as a full-time student during each of five calendar months during the calendar year in which occupancy of the unit begins at an educational organization which normally maintains a regular faculty and curriculum and normally has a ATTACHMENT NO.2 -28- 61147.80021 W0183274.4 regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional or farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof. (b) If the answer to 8(a) is yes, is at least one of the proposed occupants of the unit a husband and wife entitled to file a joint federal income tax return? _Yes No 10. Neither myself nor any other occupant of the unit I/we propose to rent is the Owner of the property in which the unit is located (hereinafter the "Owner"), has any family relationship to the Owner or owns, directly or indirectly, any interest in the Ownership. For purposes of this section, indirect the Ownership by an individual shall mean the Ownership by a family member, the Ownership by a corporation, partnership, estate or trust in proportion to the Ownership or beneficial interest in such corporation, partnership, estate or trust held by the individual or a family member, and the Ownership, direct or indirect, by a partner of the individual. 11. This certificate is made with the knowledge that it will be relied upon by the Owner to determine maximum income for eligibility to occupy the unit; and I/we declare that all information set forth herein is true, correct and complete and, based upon information I/we deem reliable and that the statement of total anticipated income contained in Section 7 is reasonable and based upon such investigation as the undersigned deemed necessary. 12. I/we will assist the Owner in obtaining any information or documents required to verify the statements made herein, including either an income verification from my/our present employer(s) or copies of federal tax returns for the immediately preceding calendar year. 13. I/we acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Owner to lease the units and will entitle the Owner to prevent or terminate my/our occupancy of the unit by institution of an action for eviction or other appropriate proceedings. 14. Housing Issuer Statistical Information (Optional --will be used for reporting purposes only): Marital Status: Race (Head of Household) White IAsian Hispanic African-American Native American Other Physical Disability: Yes No I/we declare under penalty of perjury that the foregoing is true and correct. Executed this day of in the County of Orange, California. Applicant Applicant [Signature of all persons over the age of 18 years listed in number 2 above required] ATTACHMENT NO. 2 -29- 61147.80021\40183274.4 29- 61147.80021\40183274.4 FOR COMPLETION BY PROPERTY THE OWNER ONLY: Calculation of eligible income: (a) Enter amount entered for entire household in 6 above: (b) (1) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance (2) Multiply the amount entered in 7(c) times the current passbook savings rate to determine what the total annual earnings on the amount in 7(c) would be if invested in passbook savings ($), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance (3) Enter at right the greater of the amount calculated under (1) or (2) above: (c) TOTAL ELIGIBLE INCOME (Line 1(a) plus line 1(b)(3): 2. The amount entered in 1(c): Qualifies the applicant(s) as a Qualified Household. Does not qualify the applicant(s) as Qualified Household. 3. Apartment unit assigned: Bedroom Size: Rent: $ 4. This apartment unit [was/was not] last occupied for a period of 31 consecutive days by persons whose aggregate anticipated annual income, as certified in the above manner upon their initial occupancy of the apartment unit, qualified them as a Qualified Household. 5. Method used to verify applicant(s) income: Employer income verification. Copies of tax returns. Other ( ) Manager The undersigned employee has applied for a rental unit located in a project financed in part by the City of San Juan Capistrano for persons of very low income. Every income statement of a ATTACHMENT NO.2 -30- 61147.80021\40183274.4 prospective tenant must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis. Annual wages Overtime Bonuses Commissions Total current income I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title I hereby grant you permission to disclose my income to in order that they may determine my income eligibility for rental of an apartment at I 1 - Signature Please send to: Date: I hereby attach copies of my individual federal and state income tax returns for the immediately preceding calendar year and certify that the information shown in such income tax returns is true and complete to the best of my knowledge. Signature 61147.80021\40183274.4 Date: ATTACHMENT NO.2 -31- ATTACHMENT NO.3 TO REGULATORY AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Certificate of Continuing Program Compliance For Annual Reporting Period Ending The undersigned, as the authorized representative of LP, a California limited partnership ("Owner"), has read and is thoroughly familiar with the provisions of the various documents associated with the financial assistance provided by the City of San Juan Capistrano ("City"), as established in numerous documents including the Regulatory Agreement, dated as of 2020, between the Owner and the City. As of the date of this Certificate, the following percentage of residential units in the PSH Project are (i) occupied by Qualified Households (as such tern is defined in the Regulatory Agreement) or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Qualified Household vacated such unit, as indicated: Number of Units occupied by Qualified Households: Number of Vacant Units: Number of Qualified Households who commenced: occupancy during the preceding reporting period: Attached is a separate sheet ("Occupancy Summary") listing, among other items, the appropriate information for each residential unit in the PSH Project, the occupants of each unit and the rent paid for each unit. The information contained thereon is true and accurate and reasonable and is based on information submitted to the Owner and is certified under penalty of perjury by each tenant. [Signatures on following page] ATTACHMENT NO.3 -1- 61147.80021W0183274.4 The undersigned hereby certifies that (1) a review of the activities of the Owner during such reporting period and of the Owner's performance under the Regulatory Agreement has been made under the supervision of the undersigned; and (2) to the best of the knowledge of the undersigned, based on the review described in clause (1) hereof, the Owner is not in default under any of the terms and provisions of the above documents. Dated: 61147.8002 1140183274.4 OWNER partnership By: Name:_ Its: ATTACHMENT NO.3 -2- LP, a California limited OCCUPANCY SUMMARY Total Number of Units in the PSH Project: Total Units occupied by Qualified Households: Total Units available for rent to Qualified Households: ATTACHED IS THE FOLLOWING INFORMATION: A. Resident and rental information on each occupied apartment in the complex. B. Certification of Tenant Eligibility for all Qualified Households who have moved into , San Juan Capistrano, California, since the filing of the last Occupancy Summary. The same are true and correct to the best of the undersigned's knowledge and belief. Dated: 61147.80021 \40183274.4 OWNER partnership By: Name:_ Its: ATTACHMENT NO. 3 -3- LP, a California limited EXHIBIT H TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of Housing Authority Housing Loans Deed of Trust [Attached Behind This Page] EXHIBIT H 61147.80021\40183270.13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: City Manager APN: = SPACE ABOVE FOR RECORDER'S USE ONLY EXEMPT FROM RECORDING FEE PER GOVERNMENT CODE §27383 DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS) (City of San Juan Capistrano — City Hall -- Paseo Adelanto Mixed Use Permanent Supportive Housing) This Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) ("Deed of Trust") is dated as of 2022, by LP, a California limited partnership, whose address is ("Trustor"), to a California corporation ("Trustee"), for the benefit of the CITY OF SAN JUAN CAPISTRANO HOUSING AUTHORITY, a Housing Successor agency, whose address is 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("Beneficiary"), and is executed to secure those two certain Promissory Notes each of even date herewith, in the principal amounts of Four Million Nine Hundred Thirty -Four Thousand Five Hundred Eighty - Eight Dollars ($4,934,588.00) and One Million Dollars ($1,000,000.00), respectively, executed by executed by Trustor in favor of Beneficiary (such Promissory Notes, as they may from time to time be supplemented, amended extended, renewed or otherwise modified), the provisions of which are incorporated in the Deed of Trust by this reference. This Deed of Trust is made with respect to that certain Affordable Housing Disposition and Development Agreement (City Hall -- Paseo Adelanto Mixed Use Permanent Supportive Housing), dated , for reference purposes only, among the Trustor's predecessor -in - interest, the City of San Juan Capistrano, and the Beneficiary (the "Affordable Housing Agreement"). Trustor hereby IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION, the following property ("Trust Estate"): (a) All of that certain real property in the City of San Juan Capistrano, County of Orange, State of California, more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof ("Subject PSH Property"); 61147.8002PA0183275.3 (b) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject PSH Property ("Improvements"); (c) All tenements, hereditament, appurtenances, privileges, franchises and other rights and interests now or in the future benefitting or otherwise relating to the Subject PSH Property or the Improvements, including easements, rights-of-way and development rights ("Appurtenances"). (Appurtenances, together with the Subject PSH Property and the Improvements, are hereafter collectively referred to as the "Real Property"); (d) Subject to the assignment to Beneficiary set forth in Paragraph 4 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 operation, leasing or occupancy of the Trust Estate, including those past due and unpaid ("Rents"); (e) All present and future right, title and interest of Trustor in and to all inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the California Uniform Commercial Code ("UCC"), whether existing 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 or occupancy of 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 other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property ("Goods," and together with the Real Property, collectively the "Property"); and (f) All present and future right, title and interest of Trustor in and to all accounts, general intangibles, chattel paper, deposit accounts, money, instruments and documents (as those terns are defined in the UCC) and all other agreements, obligations, rights and written material (in each case whether existing now or in the future) now or in the future relating to or otherwise arising 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, occupancy, sale or financing of the Property or any other part of the Trust Estate, including (to the extent applicable to the Property or any other portion of the Trust Estate) (i) permits, approvals and other governmental authorizations, (ii) improvement plans and specifications and architectural drawings, (iii) agreements with contractors, subcontractors, suppliers, project managers, supervisors, 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 from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on or 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 options, together with advance payments, security deposits and other amounts paid to or 61147.80021\40183275.3 deposited with Trustor 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, goodwill and all other types of intangible personal property of any kind or nature, and (ix) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such property (collectively, "Intangibles"). Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and all of the Trust Estates described above in which a security interest may be created under the UCC (collectively, the "Personal Property"). This Deed of Trust constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to Trustee and Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and remedies provided herein, all the rights and remedies of a "secured party" under the UCC and other applicable California law. Trustor covenants and agrees that this Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the UCC. FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary may elect, the following: (a) payment of that certain Housing Authority Bond Land Loan Promissory Note dated , 2022 in the original principal amount of Four Million Nine Hundred Thirty - Four Thousand Five Hundred Eighty -Eight Dollars ($4,934,588.00) (the "Bond Land Note"), (b) payment of that certain Housing Authority Admin Land Loan Promissory Note dated , 2022 in the original principal amount of One Million Dollars ($1,000,000.00) (the "Admin Land Note", and together with the Bond Land Note referred to herein as the "Notes"); and (c) due, prompt and complete observance, performance and discharge of each and every monetary and non -monetary condition, obligation, covenant and agreement contained herein or contained in the Affordable Housing Agreement. The Affordable Housing Agreement, that certain Regulatory Agreement (City Hall -- Paseo Adelanto Mixed Use Permanent Supportive Housing) dated , 2022, for reference purposes only, between the Trustor and the Beneficiary ("Regulatory Agreement') and the Notes (collectively, "Secured Obligations") and all of their terms are incorporated herein by reference and this conveyance shall secure any and all extensions, amendments, modifications or renewals thereof, however evidenced. AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: 1. That Trustor shall perform its obligations as set forth in the Secured Obligations at the time and in the manner respectively provided therein; 2. That Trustor shall not permit or suffer the use of any of the property for any purpose other than the use for 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 this Deed of Trust. Upon default of a Secured Obligation, and after the giving of notice and the expiration of any applicable cure period, the Beneficiary, at its option, may declare the whole of the MIEVA:1Hbi\C11l1*36V i1 indebtedness secured hereby to be due and payable. This Deed of Trust shall cover, and the property subject hereto shall include, all property now or hereafter affixed or attached to or incorporated upon the Subject PSH Property in, to or under which Trustor now has or hereafter acquires any right, title or interest, which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the Subject PSH Property. To the extent any of the property subject to this Deed of Trust consists of rights in action or personal property covered by the UCC, this Deed of Trust shall also constitute a security agreement, and Trustor hereby grants to Beneficiary, as secured party, a security interest in such property, including all proceeds thereof, for the purpose of securing the Secured Obligations. In addition, for the purpose of securing the Secured Obligations, Trustor hereby grants to Beneficiary, as secured party, a security interest in all of the property described herein in, to, or under which Trustor now has or hereafter acquires any right, title or interest, whether present, future or contingent, including, but not limited to, all equipment, inventory, accounts, general intangibles, instruments, documents and chattel paper, as those terms are defined in the UCC, and all other personal property of any kind (including, without limitation, money and rights to the payment of money), whether now existing or hereafter created, that are now or at any time hereafter (i) in the possession or control of Beneficiary in any capacity; (ii) erected upon, attached to or appurtenant to the Subject PSH Property; (iii) located or used on the Subject PSH Property or identified for use on the Subject PSH Property (whether stored on the Subject PSH Property or elsewhere); or (iv) used in connection with, arising from, related to, or associated with the Subject PSH Property or any of the personal property described herein, the construction of any improvements on the Subject PSH Property, the ownership, development, maintenance, management or operation of the Subject PSH Property, the use or enjoyment of the Subject PSH Property or the operation of any business conducted thereon, including, without limitation, all such property described as the Trust Estate hereinabove. The security interests granted in this Paragraph 3 are hereinafter severally and collectively called the "Security Interest". The Security Interest shall be self - operative with respect to the real property described herein but Trustor shall execute and deliver on demand such additional security agreements, financing statements and other instruments as may be requested in order to impose the Security Interest more specifically upon the real and personal property encumbered hereby. The Security Interest, at all times, shall be prior to any other interest in the personal property encumbered hereby. Trustor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Beneficiary to establish, maintain and continue the perfected Security Interest. Trustor, on demand, shall promptly pay all costs and expenses of filing and recordation, to ensure the continued priority of the Security Interest. Trustor shall not sell, transfer, assign or otherwise dispose of any personal property encumbered hereby without obtaining the prior written consent of Beneficiary, except that the Trustor may, in the ordinary course of business, replace personal property or dispose of personal property that will not be replaced because of its obsolescence. Unless Beneficiary then agrees otherwise in writing, all proceeds from any permitted sale or disposition in excess of that required for full replacement shall be paid to Beneficiary to be applied on the Notes subject to the rights of any senior lenders. Although proceeds of personal property are covered hereby, this shall not be construed to mean that Beneficiary consents to any sale of such personal property. Upon its recordation in the real property records of Orange County, this Deed of Trust shall be effective as a financing statement filed as a fixture filing. In addition, a carbon, photostatic or other reproduced copy of this Deed 61147.80021 \40183275.3 of Trust and/or any financing statement relating hereto shall be sufficient for filing and/or recording as a financing statement; 4. That all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor 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 provisions of the Secured Obligations; 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 operate same and collect the rents, profits and income therefrom; 6. That Trustor will keep the improvements now existing or hereafter erected on the property insured against loss by fire and such other hazards, casualties, and contingencies as may be required by applicable provisions of the Secured Obligations, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary and certificates thereof together with copies of original policies, if requested, shall be deposited with the Beneficiary; 7. To pay before delinquency any taxes and assessments affecting said Property; to pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior 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, Trustor shall not be required to pay and discharge any such tax, assessment charge or levy so long as Trustor is contesting the legality thereof in good faith and by appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant to this Paragraph 7; 8. As it is provided more specifically in the Secured Obligations, 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 restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon (subject to Trustor's right to contest the validity or applicability of laws or regulations); not to commit or permit 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 suffer any material alteration of or addition to the buildings or improvements hereafter constructed 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 or powers of Beneficiary or Trustee, and to pay all costs and expenses, 61147.8002n40183275.3 5 including cost of evidence of title and reasonable attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear; 10. Should Trustor 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 or demand upon Trustor and without releasing Trustor 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. Following default, after the giving of notice and the expiration of any applicable cure period, Beneficiary or Trustee, being authorized to enter upon said property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest or compromise any encumbrance, charge, 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; 11. Beneficiary shall have the right to pay all insurance premiums required by the Secured Obligations when due should Trustor fail to make any required premium payments after the giving of notice and the expiration of any applicable cure period. All such payments made by the Beneficiary shall be added to the sums secured hereby; 12. To pay immediately and without 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 highest rate of interest permitted by law; 13. That the funds to be advanced hereunder are to be used in accordance with applicable provisions of the Secured Obligations; upon the failure of Trustor to do so, after the giving of notice and the expiration of any applicable cure period, Trustor shall be in default hereunder; 14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien or liens except as authorized by Beneficiary and/or as provided and/or authorized in the Secured Obligations and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall not be obligated to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting, provided that Trustor 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 provide a written request prior to foreclosure) record in the Office of the Recorder of Orange County, a surety bond in the amount required by law to protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary; 15. That any and all improvements made or about to be made upon the premises covered by this 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 completion comply with all 61147.80021M183275.3 6 such applicable municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office. IT IS MUTUALLY AGREED THAT: 16. Trustor confirms that if Trustor should sell, enter into a contract of sale, convey, or in any way transfer all or any interest of Trustor in the Real Property encumbered by this Deed of Trust or suffer Trustor's title or any interest therein to be divested, whether voluntarily or involuntarily, unless the same is a Permitted Transfer as defined in the Affordable Housing Agreement, without the prior written consent of the Beneficiary being first obtained, then Beneficiary shall have the right, at Beneficiary's sole option, to declare all sums payable under the Notes secured hereby immediately due and payable in full, irrespective of the maturity date otherwise specified in the Notes. No waiver of this right shall be effective unless in writing and signed by the Beneficiary. Consent by the Beneficiary to any one such transaction shall not be deemed a waiver of the right to require such consent to future or successive transactions. Further, upon default under one of the Secured Obligations, and after the giving of notice and the expiration of any applicable cure period provided therein, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be immediately due and payable in full, irrespective of the maturity date otherwise specified in the Notes; 17. As provided more specifically in the Secured Obligations, should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, subject to the rights of any senior lenders, Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage subject to the rights of any senior lenders. All such compensation, awards, damages, rights of action and proceeds which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, including the proceeds of any policies of fire and other insurance affecting said property, are hereby assigned to Beneficiary subject to the rights of any senior lenders; 18. Notwithstanding Sections 16 and 17, in the event that a portion of the Property is taken for a public improvement or pursuant to a condemnation proceeding and the Qualifying Units (as defined in the Regulatory Agreement) remain intact and continue to be owned and operated by Trustor in conformance with the Affordable Housing Agreement and the Regulatory Agreement, Beneficiary shall not declare all sums due and payable under the Notes, nor shall the Beneficiary be entitled to any compensation, awards and other payments therefor, provided that, subject to the rights of any senior lenders, such compensation, awards and other payments are used for (1) paying principal and interest owed on the Permanent Loan (as defined in the Affordable Housing Agreement), (2) making improvements to the Property that are approved by Beneficiary, in its reasonable discretion, or (3) payment of principal owing under the Notes. In the event that Trustor receives such compensation, awards or other payments and fails to expend the funds in conformance with subsections (1) and (2) this section within thirty (30) days of receipt of such funds, Trustor shall be in default under this Deed of Trust. 61147.80021\10183275.3 7 19. Upon default by Trustor in taking any action or in making any payments provided for herein, or in the Secured Obligations, if Trustor shall fail to perform any covenant or agreement in this Deed of Trust within thirty (30) days after written demand therefor by Beneficiary (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Trustor fail to promptly commence such cure, and diligently prosecute same to completion), after the giving of notice and the expiration of any applicable cure period, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit with Trustee this Deed of Trust and all documents evidencing expenditures secured hereby; 20. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion 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 postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its Deed conveying the property so sold, 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 Trustor, 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 including 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 cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee's Deed; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the maximum rate allowed by law; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto; 21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Deed of Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee; 22. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law; 23. 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 61147.80021 k40183275.3 of Trust to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance maybe described as "the person or persons legally entitled thereto; 24. The trust created hereby is irrevocable by Trustor; 25. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term "Beneficiary" shall include not only the original Beneficiary hereunder but also any future successor in interest to Beneficiary. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of Trustor hereunder are joint and several; 26. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee; 27. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to it at the address set forth in the Deed of Trust; 28. Trustor agrees 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; 29. Trustor agrees that the obligations secured by this Deed of Trust are made expressly for the purpose of acquiring the Property, completing the construction work necessary to construct a new 50 -unit affordable housing development on the Property, as is more specifically provided in the Secured Obligations; 30. As is provided more specifically in the Secured Obligations, the obligations of Trustor thereunder are nonrecourse obligations of the Trustor. The sole recourse of Beneficiary shall be the exercise of its rights against the Property; 31. Notwithstanding specific provisions of this Deed of Trust, non -monetary performance 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; pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the Beneficiary or any other public or governmental agency or entity (except that any act or failure to act of Beneficiary shallnot excuse performance 61147.80021\40183275.3 9 by Beneficiary unless such act or failure to act is allowed or required by law); 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") shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension 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 giving of such notice. Times of performance under this Deed of Trust may also be extended in writing by the Beneficiary and Trustor; 32. If the rights and liens created by this Deed of Trust shall be held by a court of 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 to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustor shall be considered 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 of time set forth in Paragraph 31, and subject to the further provisions of this Paragraph 33, failure or delay by Trustor to perform any term or provision respectively required to be performed under the Secured Obligations or this Deed of Trust constitutes a default under this Deed of Trust; (b) Beneficiary shall give written notice of default to Trustor, specifying the default complained of by the Beneficiary. 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 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 Beneficiary 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 an event of default occurs under the terms of this Deed of Trust, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary under this Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. 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; (e) If an event of default occurs under the terms of the Secured Obligations, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor notice of such default. As is provided more specifically in the Secured Obligations, if the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary under the Secured Obligations, or 61147.80021\40183275.3 10 this Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. 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. 34. This Deed of Trust shall be subject and subordinate to the terms of that certain extended use agreement executed by the Trustor in connection with the Trustor's allocation of low-income housing tax credits under Section 42 of the Code (the "Extended Use Agreement"). If Beneficiary or its successors or assigns (collectively, the "Subsequent Owner") acquires the Property by foreclosure (or instrument in lieu of foreclosure), then the "extended use period" (as defined in Section 42(h)(6)(D) of the Internal Revenue Code) shall terminate, except for the obligation of the Subsequent Owner to comply with the limitations on evictions, termination of tenancy and increase in rents for the three year period following the Subsequent Owner's acquisition of the Property, as set forth in Section 42(h)(6)(E)(ii) of the Internal Revenue Code. As provided in the Affordable Housing Agreement, upon request when appropriate, Beneficiary shall execute such documentation as is necessary to subordinate this Deed of Trust to a Senior Loan. [Signatures on Following Page] 61147.80021\10183275.3 11 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first set forth above. TRUSTOR: - L -M a California limited partnership LLC, a California limited liability company, its managing general partner By: a California nonprofit corporation, its sole member and manager M [SIGNATURES MUST BE NOTARY ACKNOWLEDGED] 61147.80021\40183275.3 12 EXHIBIT A TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS) (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Legal Description of Subject PSH Property 61147.8002 1\40183275.3 A-1 EXHIBIT A LEGAL DESCRIPTION OF JAMBOREE PARCEL THAT PORTION OF PARCEL 2 OF RECORD OF SURVEY NO. 2021-1079, AS SHOWN ON A MAP FILED FEBRUARY 10, 2022 IN BOOK 324, PAGE 37 OF RECORDS OF SURVEY, RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 60 OF TRACT NO. 103, AS SHOWN ON A MAP FILED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, AS DESCRIBED IN THAT CERTAIN QUITCLAIM DEED RECORDED NOVEMBER 15, 2002 AS INSTRUMENT NO. 2002001029026 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2 OF RECORD OF SURVEY NO. 2021- 1079; THENCE NORTH 85° 45'18" EAST 150.63 FEET ALONG THE NORTHERLY LINE OF SAID PARCEL 2 TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 04' 14' 42" EAST 20.00 FEET; THENCE SOUTH 020 03'18" WEST 27.30 FEET; THENCE SOUTH 870 56'42" EAST 9.21 FEET; THENCE SOUTH 020 03'18" WEST 66.16 FEET; THENCE SOUTH 870 56'42" EAST 4.50 FEET; THENCE SOUTH 020 03'18" WEST 10.67 FEET; THENCE SOUTH 870 56'42" EAST 18.75 FEET; THENCE SOUTH 02" 03'18" WEST 60.76 FEET; THENCE SOUTH 87' 56'42" EAST 7.18 FEET; THENCE SOUTH 820 59'05" EAST 56.27 FEET; THENCE SOUTH 07'00'55" WEST 53.09 FEET; THENCE SOUTH 88" 14' 16" EAST 148.90 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 2, SAID POINT BEING SOUTH 2004'30" WEST 249.76 FEET FROM THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 02'04'30" EAST 249.76 FEET ALONG SAID EAST LINE TO SAID NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 87056'42" WEST 169.88 FEET ALONG THE NORTH LINE OF SAID PARCEL 2 TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG SAID NORTH LINE, SOUTH 85°45'18" WEST 72.84 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 1.19 ACRES, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF, PREPARED UNDER MY SUP RVISION: gyp\ October 5 2022((*EW, 78M MICHAEL NAVARRd L.S. 7848 DATE 1 /22�EXPIRES 12/31/2022 /.A, EXHIBIT I TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of Housing Authority Admin Fund Loan Note [Attached Behind This Page] EXHIBIT I 61147.80021\40183270.13 EXHIBIT I HOUSING AUTHORITY ADMIN FUND LOAN PROMISSORY NOTE SECURED BY DEED OF TRUST (San Juan Capistrano — City Hall -- Paseo Adelanto Mixed Use Permanent Supportive Housing) Principal Amount: $1,000,000.00 Maker: LP, a California limited partnership Maturity Date: Fifty-five (55) years from the date on which the Certificate of Completion is issued Date of Note: 20_ Lender: CITY OF SAN JUAN CAPISTRANO HOUSING AUTHORITY, a Housing Successor Agency Interest Rate: One -Quarter Percent (0.25%) 1. Housing Authority Admin Fund Loan. FOR VALUE RECEIVED, the undersigned LP, a California limited partnership ("Maker"), with its principal place of business located at 17701 Cowan Avenue, Suite 200, Irvine, CA 92614, promises to pay to the CITY OF SAN JUAN CAPISTRANO HOUSING AUTHORITY, a Housing Successor Agency (the "Housing Authority" or "Holder") at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, or such place as the Holder may, from time to time, designate by written notice to the Maker, the principal sum of ONE MILLION DOLLARS ($1,000,000.00) from the Housing Authority Administration fund (the "Housing Authority Admin Fund Loan"), together with any accrued interest, if applicable, as set forth in this Note. This Promissory Note (the "Note") is made and given pursuant to that certain Affordable Housing Disposition and Development Agreement among the Housing Authority, the City of San Juan Capistrano, and Maker's predecessor -in -interest, dated (the "Affordable Housing Agreement"). The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Affordable Housing Agreement. The Housing Authority Admin Fund Loan is made to finance the costs for the development and operation of a Permanent Supportive Housing development (containing fifty (50) units, twenty-four (24) units of which are made available to Extremely Low Income (< 30%) and Very Low Income (<50%) households) by Housing Authority to Maker in accordance with the terms and conditions of the Affordable Housing Agreement. 2. Term of Loan and Right of Preoavment. a. Maturity Date. All accrued interest, if any, and principal shall be due and payable in full without any further demand or notice fifty-five (55) years from the date on which the Senior Construction Loan converts to the Senior Permanent Loan ("Maturity Date"). b. Prepayment. This Note may be prepaid in whole or in part at any time and from time to time without penalty or premium. r.��rr�xmra�«or.�rns� 3. Security for Note. This Note is secured by a Deed of Trust executed by Maker which creates a lien on that certain real property as described therein and in the Affordable Housing Agreement. 4. Interest Calculation. Except as provided in Section 9 of this Note, the principal outstanding under this Note shall accrue simple interest at the rate of one-quarter percent (0.25%) per annum. Principal and interest shall be payable in lawful money of the United States of America. If applicable, interest shall be computed based on an actual day year and the actual number of days elapsed. Interest shall commence on amounts disbursed hereunder from the date of disbursement. 5. Annual Payment. Following completion of the PSH Project as evidenced by the issuance by the City of a Certificate of Completion as set forth in the Affordable Housing Agreement, and continuing each year thereafter until the Maturity Date, a portion of the Residual Receipts (as defined below) from the PSH Project shall be paid to Holder and applied to pay down the amounts due and owing under this Note. The payments described below shall be paid to Holder no later than July 31 each year, with the first payment due on the July 31 following the issuance of a Certificate of Occupancy for the PSH Project, and continuing each year thereafter. a. Annual Payments from Residual Receipts. Maker shall make repayments of the outstanding principal and accrued interest, if any, equal to the Housing Authority's Land Percentage of Fifty Percent (50%) of the Residual Receipts from the PSH Project as repayment of amounts due and owing under this Note. For the purposes of this Note, "Housing Authority's Land Percentage" means the percentage calculated by dividing (1) the original principal amount of the Housing Authority Admin Fund Loan actually disbursed to Borrower by (2) the sum of the original principal amounts of loans made by other government entities to the Borrower and which are to be repaid utilizing Residual Receipts. Such annual payments shall be accompanied by the Maker's report of Residual Receipts. The Maker shall provide the Holder with the audited financial statement provided for in Section 6, and any other documentation reasonably requested by Holder to substantiate the Maker's determination of Residual Receipts. All payments made hereunder shall be credited first to any accrued but unpaid interest (if applicable), then to current interest due and owing and lastly to principal. Notwithstanding the foregoing, the entire outstanding balance of principal and any interest owing under this Note shall be due and payable in full fifty-five (55) years from the date hereof. Prior to any sale of all or any portion of the PSH Project, or Refinancing of all or any portion of the outstanding debt from the PSH Project, and so long as there is any outstanding amount due and owing under this Note, Maker shall notify Holder of any such proposed or intended sale or Refinancing. In such event, Maker and Holder shall meet and confer, and shall use good faith efforts, 61147.80021410183276.4 to determine the feasibility of the payoff or restructuring of the remaining balance owing under this Note as part of any such sale or Refinancing to provide for repayment of this Note sooner than the fifty-five (55) year repayment period. b. Definition of Residual Receipts. For the purposes of this Note, "Residual Receipts" shall mean the sum of money computed as follows: (i) All rents, revenues, consideration or income (of any form) received by Maker in connection with or relating to the ownership or operation of the PSH Project, including the Housing Authority's Land Percentage of any net revenue derived from any Refinancing of the PSH Project which is not required to meet current or future PSH Project obligations (but excluding tenants' security deposits, partner capital contributions and similar advances or interest that is earned on and allocated to reserve accounts) ("Gross Revenue") less all of the following: all customary and reasonable costs (i.e., mandatory (hard) mortgage payments) and expenses reasonably and actually incurred in connection with the operation and maintenance of the PSH Project, including but not limited to premiums for property and liability insurance; utility services not paid directly by tenants; maintenance and repair; security services and payments for social/supportive services; any adjuster payments to the investor limited partner required under Maker's partnership agreement; payment of principal or interest on any indebtedness of Maker to any affiliate of Maker (individual or entity) or partner of Maker to repay completion and operating deficit loans relating to the PSH Project; asset management fee payable to the limited partner of Maker in an amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement), increased annually by three percent (3%); partnership management fee payable to Maker, not to exceed the amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement), increased annually by three percent (31/6); reasonable property management fees not to exceed eight percent(8%) of gross revenue; deferred developer fee in an amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement); amounts (reasonably approved by Holder) expended to restore the PSH Project after a casualty loss or condemnation; reasonable and customary professional fees for legal, accounting, audit and tax returns for Maker and the PSH Project, and similar customary administrative expenses; taxes; franchise tax filing fees; and any cash deposited into replacement and operating reserves in amounts reasonably required by the investor or the lenders for the PSH Project (collectively "Operating Expenses"). (ii) Notwithstanding the generality of the foregoing, the following items are not expenses or deductible in computing Residual Receipts: (A) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash. 6. Audited Financial Statement. Maker shall annually provide Holder with an audited financial statement documenting the calculation of Residual Receipts for the previous calendar year ending December 31. The audited financial statement shall be provided on or before July 31, together with payment of the Residual Receipts payment due to Holder. Holder shall have the right to inspect and audit Maker's books and records concerning the calculation of the Residual Receipts Payment and to object within 61147.8002 n40183276.4 ninety (90) days from receipt of Maker's statement. Failure to timely object shall be deemed acceptance. If Holder does object, Holder shall specify the reasons for disapproval. Maker shall have thirty (30) days to reconcile any disapproved item. If Maker and Holder cannot agree on the amount of the Residual Receipts payment, an independent auditor mutually selected by Maker and Holder shall resolve any disputed items. If the independent auditor determines that Maker's statement underreported the amount of the Residual Receipts by more than three percent (3%), the cost of the auditor shall be paid solely by Maker. If the independent auditor determines that Maker's statement did not underreport the amount of the Residual Receipts, the cost of the auditor shall be paid solely by Holder. Except in the event that Maker or Holder are solely responsible for the costs of the auditor pursuant to one of the foregoing sentences, the cost of the auditor shall be shared equally by Maker and Holder. Annual Budget. Maker shall prepare and submit to Holder a proposed annual operating budget for the management and operation of the PSH Project ("Annual Budget") no later than 60 days preceding the effective year of such budget. The Annual Budget shall include the projected Gross Revenue and Operating Expenses for the year and a line item showing the projected Residual Receipts from the PSH Project for the year. Holder will review the Annual Budget and, if acceptable, approve it, which approval shall not be unreasonably withheld. If the Annual Budget is not acceptable, Holder shall specify the reasons for disapproval. The intent of this section is to provide Holder an opportunity to disapprove any unreasonable expenses which would diminish the Residual Receipts from the PSH Project. Once approved, any changes to the Annual Budget which exceed ten percent (10%) of the total Annual Budget shall require Holder's prior written consent, which consent shall not be unreasonably withheld. 8. Acceleration Upon Certain Events or Upon Event of Default. In the event of any Event of Default under the terms of this Note, the Affordable Housing Agreement or the Regulatory Agreement, the Deed of Trust which is the security for this Note, or under any Senior loans, notes or deeds of trust, at the option of the Holder and after notice to the Maker, providing Maker with thirty (30) days in which to cure any Event of Default, and such Event of Default not having been cured within thirty (30) days (or if a greater amount of time is reasonably necessary to effect a cure, if actions to cure such Event of Default are not undertaken within said thirty (30) day period and pursued with reasonable diligence thereafter), all principal and interest due under this Note shall immediately become due and payable, upon thirty (30) day written notice from the Holder to the Maker. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent Event of Default. Should the undersigned Maker agree to or sell, convey, transfer, or dispose of the real property described in the Deed of Trust securing this Note or any part thereof or interest therein, without first obtaining the prior written consent of the Holder (except for a Permitted Transfer, as defined in the Affordable Housing Agreement), then, at the option of the Holder, all principal and interest due hereunder shall immediately become due and payable upon thirty (30) days written notice from the Holder to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. 1.11 UXIII011 \G0 E: #Y-Vbx l Notwithstanding the generality of the foregoing, certain transfers permitted under the Affordable Housing Agreement shall not constitute an Event of Default hereunder or under the Affordable Housing Agreement, and any such action shall not accelerate the maturity of this Promissory Note, provided that any transfer is either a Permitted Transfer as defined in the Affordable Housing Agreement or is reasonably acceptable to the Authority with reasonable promptness, and any transferee under such a transfer agrees to be bound by any and all instruments in favor of the Authority. 9. Interest on Event of Default. From and after an Event of Default, the entire outstanding principal balance of this Note shall automatically bear an annual interest rate equal to the lesser of: (a) eight percent (8%) compounding annually; or (b) the maximum interest rate allowed by law. 10. Costs Paid by Maker. Maker agrees to pay the following costs, expenses and attorneys fees paid or incurred by the Holder of this Note, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and attorneys reasonable fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys fees in any action to enforce payment of this instrument. 11. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this instrument, and expressly agrees that, without in any way affecting the liability of Maker hereunder, the Holder hereof may extend the Maturity Date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder or release any security now or hereafter securing this Note. Maker hereby waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this instrument or any deed of trust, security agreement, guarantee or other agreement now or hereafter securing this Note. 12. Indemnification. Maker shall indemnify, defend, protect and hold the Authority harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys fees and expenses incurred by the Holder hereof, arising as a result of any (i) fraud or intentional material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or related agreements; (ii) intentional bad faith waste of the real property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note and the Affordable Housing Agreement. 61147.80021W0183276.4 13. Nonrecourse. This Note is a nonrecourse obligation of Maker and Maker's partners, and the Holder must resort only to the PSH Project or the PSH Property, or both, for repayment should the Maker fail to repay the sums evidenced hereby. Neither Maker nor any of its general and limited partner shall have any personal liability for repayment of the Housing Authority Admin Fund Loan and no deficiency judgment may be obtained against Maker or any of its general and limited partners except for actual or constructive fraud, intentional material misrepresentation, intentional bad faith waste of or on the PSH Project and such other matters as are referred to below. Notwithstanding the generality of the foregoing, however, Maker shall indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the Holder arising as a result of any (i) fraud or intentional material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents provided in connection therewith; (ii) intentional bad faith waste of the PSH Property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note. Maker's obligation to indemnify the Holder hereof as set forth in the aforementioned clauses (i) -(iii) shall be recourse obligations of the Maker, and in the event of any breach of such obligations, the Holder shall have the right to proceed directly against the Maker to recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) and may bring any action and institute any proceeding to obtain a deficiency judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such breach. 14. Severability. If any provision of this Note is determined by a court of competent jurisdiction to be void or unenforceable, such determination shall not affect any other provision of this instrument, and all other provisions hereof shall remain valid and in full force and effect. 15. Non -Waiver. No delay in demanding or failure to demand performance hereunder shall constitute a waiver by the Holder hereof of its right to subsequently demand such performance or to exercise any remedies for any Event of Default hereunder. Further, in order to be effective, any waiver of any of the Holder's rights and remedies hereunder shall be expressed in a writing signed by a duly appointed representative of the Holder hereof. Further, waiver by the Holder hereof of any right hereunder shall not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent Event of Default hereunder. [Signatures on Following Page] 6 61147.8002 A40183276.4 MAKER: 0 LP, a California limited partnership LLC, a California limited liability company, its managing general partner a California nonprofit corporation, its sole member and manager 0 61147.8002 N0183276.4 EXHIBIT J FORM OF HOUSING AUTHORITY HOUSING FUND LOAN NOTE [Attached Behind This Page] EXHIBIT J 61147.8002 1\40183270.13 EXHIBIT J HOUSING AUTHORITY HOUSING FUND LOAN PROMISSORY NOTE SECURED BY DEED OF TRUST (San Juan Capistrano — City Hall -- Paseo Adelanto Mixed Use Permanent Supportive Housing) Principal Amount: $4,934,588.00 Maker: LP, a California limited partnership Maturity Date: Fifty-five (55) years from the date on which the Certificate of Completion is issued Date of Note: , 20 Lender: CITY OF SAN JUAN CAPISTRANO HOUSING AUTHORITY, a Housing Successor Agency Interest Rate: One -Quarter Percent (0.25%) 1. Housing Authority Housing Fund Loan. FOR VALUE RECEIVED, the undersigned LP, a California limited partnership ("Maker"), with its principal place of business located at 17701 Cowan Avenue, Suite 200, Irvine, CA 92614, promises to pay to the CITY OF SAN JUAN CAPISTRANO HOUSING AUTHORITY, a Housing Successor Agency (the "Housing Authority" or "Holder") at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, or such place as the Holder may, from time to time, designate by written notice to the Maker, the principal sum of FOUR MILLION NINE HUNDRED THIRTY-FOUR THOUSAND FIVE HUNDRED EIGHTY-EIGHT DOLLARS ($4,934,588.00) from the housing bond proceeds held in the Housing Authority's low and moderate income housing asset fund (the "Housing Authority Housing Fund Loan"), together with any accrued interest, if applicable, as set forth in this Note. This Promissory Note (the "Note") is made and given pursuant to that certain Affordable Housing Disposition and Development Agreement among the Housing Authority, the City of San Juan Capistrano, and Maker's predecessor -in -interest, dated (the "Affordable Housing Agreement"). The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Affordable Housing Agreement. The Housing Authority Housing Fund Loan is made to finance the costs for the development and operation of a Permanent Supportive Housing development (containing fifty (50) units, twenty-four (24) units of which are made available to Extremely Low Income (< 30%) and Very Low Income (<50%) households) by Housing Authority to Maker in accordance with the terms and conditions of the Affordable Housing Agreement. 2. Term of Loan and Right of Prepayment. a. Maturity Date. All accrued interest, if any, and principal shall be due and payable in full without any further demand or notice fifty-five (55) years from the date on which the Senior Construction Loan converts to the Senior Permanent Loan ("Maturity Date"). b. Prepayment. This Note may be prepaid in whole or in part at any time and from time to time without penalty or premium. 61147.80021 W0183271.3 Security for Note. This Note is secured by a Deed of Trust executed by Maker which creates a lien on that certain real property as described therein and in the Affordable Housing Agreement. 4. Interest Calculation. Except as provided in Section 9 of this Note, the principal outstanding under this Note shall accrue simple interest at the rate of one-quarter percent (0.25%) per annum. Principal and interest shall be payable in lawful money of the United States of America. If applicable, interest shall be computed based on an actual day year and the actual number of days elapsed. Interest shall commence on amounts disbursed hereunder from the date of disbursement. 5. Annual Payment. Following completion of the PSH Project as evidenced by the issuance by the City of a Certificate of Completion as set forth in the Affordable Housing Agreement, and continuing each year thereafter until the Maturity Date, a portion of the Residual Receipts (as defined below) from the PSH Project shall be paid to Holder and applied to pay down the amounts due and owing under this Note. The payments described below shall be paid to Holder no later than July 31 each year, with the first payment due on the July 31 following the issuance of a Certificate of Occupancy for the PSH Project, and continuing each year thereafter. a. Annual Payments from Residual Receipts. Maker shall make repayments of the outstanding principal and accrued interest, if any, equal to the Housing Authority's Land Percentage of Fifty Percent (50%) of the Residual Receipts from the PSH Project as repayment of amounts due and owing under this Note. For the purposes of this Note, "Housing Authority's Land Percentage" means the percentage calculated by dividing (1) the original principal amount of the Housing Authority Housing Fund Loan actually disbursed to Borrower by (2) the sum of the original principal amounts of loans made by other government entities to the Borrower and which are to be repaid utilizing Residual Receipts. Such annual payments shall be accompanied by the Maker's report of Residual Receipts. The Maker shall provide the Holder with the audited financial statement provided for in Section 6, and any other documentation reasonably requested by Holder to substantiate the Maker's determination of Residual Receipts. All payments made hereunder shall be credited first to any accrued but unpaid interest (if applicable), then to current interest due and owing and lastly to principal. Notwithstanding the foregoing, the entire outstanding balance of principal and any interest owing under this Note shall be due and payable in full fifty-five (55) years from the date hereof. Prior to any sale of all or any portion of the PSH Project, or Refinancing of all or any portion of the outstanding debt from the PSH Project, and so long as there is any outstanding amount due and owing under this Note, Maker shall notify Holder of any such proposed or intended sale or Refinancing. In such event, Maker and Holder shall meet and confer, and shall use good faith efforts, 4] KIVEN011it971:04193 to determine the feasibility of the payoff or restructuring of the remaining balance owing under this Note as part of any such sale or Refinancing to provide for repayment of this Note sooner than the fifty-five (55) year repayment period. b. Definition of Residual Receipts. For the purposes of this Note, "Residual Receipts" shall mean the sum of money computed as follows: (i) All rents, revenues, consideration or income (of any form) received by Maker in connection with or relating to the ownership or operation of the PSH Project, including the Housing Authority's Land Percentage of any net revenue derived from any Refinancing of the PSH Project which is not required to meet current or future PSH Project obligations (but excluding tenants' security deposits, partner capital contributions and similar advances or interest that is earned on and allocated to reserve accounts) ("Gross Revenue") less all of the following: all customary and reasonable costs (i.e., mandatory (hard) mortgage payments) and expenses reasonably and actually incurred in connection with the operation and maintenance of the PSH Project, including but not limited to premiums for property and liability insurance; utility services not paid directly by tenants; maintenance and repair; security services and payments for social/supportive services; any adjuster payments to the investor limited partner required under Maker's partnership agreement; payment of principal or interest on any indebtedness of Maker to any affiliate of Maker (individual or entity) or partner of Maker to repay completion and operating deficit loans relating to the PSH Project; asset management fee payable to the limited partner of Maker in an amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement), increased annually by three percent (30/o); partnership management fee payable to Maker, not to exceed the amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement), increased annually by three percent (3%); reasonable property management fees not to exceed eight percent(8%) of gross revenue; deferred developer fee in an amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement); amounts (reasonably approved by Holder) expended to restore the PSH Project after a casualty loss or condemnation; reasonable and customary professional fees for legal, accounting, audit and tax returns for Maker and the PSH Project, and similar customary administrative expenses; taxes; franchise tax filing fees; and any cash deposited into replacement and operating reserves in amounts reasonably required by the investor or the lenders for the PSH Project (collectively "Operating Expenses"). (ii) Notwithstanding the generality of the foregoing, the following items are not expenses or deductible in computing Residual Receipts: (A) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash. 6. Audited Financial Statement. Maker shall annually provide Holder with an audited financial statement documenting the calculation of Residual Receipts for the previous calendar year ending December 31. The audited financial statement shall be provided on or before July 31, together with payment of the Residual Receipts payment due to Holder. Holder shall have the right to inspect and audit Maker's books and records concerning the calculation of the Residual Receipts Payment and to object within 61147.80021k10183271.3 ninety (90) days from receipt of Maker's statement. Failure to timely object shall be deemed acceptance. If Holder does object, Holder shall specify the reasons for disapproval. Maker shall have thirty (30) days to reconcile any disapproved item. If Maker and Holder cannot agree on the amount of the Residual Receipts payment, an independent auditor mutually selected by Maker and Holder shall resolve any disputed items. If the independent auditor determines that Maker's statement underreported the amount of the Residual Receipts by more than three percent (3%), the cost of the auditor shall be paid solely by Maker. If the independent auditor determines that Maker's statement did not underreport the amount of the Residual Receipts, the cost of the auditor shall be paid solely by Holder. Except in the event that Maker or Holder are solely responsible for the costs of the auditor pursuant to one of the foregoing sentences, the cost of the auditor shall be shared equally by Maker and Holder. 7. Annual Budget. Maker shall prepare and submit to Holder a proposed annual operating budget for the management and operation of the PSH Project ("Annual Budget") no later than 60 days preceding the effective year of such budget. The Annual Budget shall include the projected Gross Revenue and Operating Expenses for the year and a line item showing the projected Residual Receipts from the PSH Project for the year. Holder will review the Annual Budget and, if acceptable, approve it, which approval shall not be unreasonably withheld. If the Annual Budget is not acceptable, Holder shall specify the reasons for disapproval. The intent of this section is to provide Holder an opportunity to disapprove any unreasonable expenses which would diminish the Residual Receipts from the PSH Project. Once approved, any changes to the Annual Budget which exceed ten percent (10%) of the total Annual Budget shall require Holder's prior written consent, which consent shall not be unreasonably withheld. Acceleration Upon Certain Events or Upon Event of Default. In the event of any Event of Default under the terms of this Note, the Affordable Housing Agreement or the Regulatory Agreement, the Deed of Trust which is the security for this Note, or under any Senior loans, notes or deeds of trust, at the option of the Holder and after notice to the Maker, providing Maker with thirty (30) days in which to cure any Event of Default, and such Event of Default not having been cured within thirty (30) days (or if a greater amount of time is reasonably necessary to effect a cure, if actions to cure such Event of Default are not undertaken within said thirty (30) day period and pursued with reasonable diligence thereafter), all principal and interest due under this Note shall immediately become due and payable, upon thirty (30) day written notice from the Holder to the Maker. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent Event of Default. Should the undersigned Maker agree to or sell, convey, transfer, or dispose of the real property described in the Deed of Trust securing this Note or any part thereof or interest therein, without first obtaining the prior written consent of the Holder (except for a Permitted Transfer, as defined in the Affordable Housing Agreement), then, at the option of the Holder, all principal and interest due hereunder shall immediately become due and payable upon thirty (30) days written notice from the Holder to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. 61147.80021140183271.3 Notwithstanding the generality of the foregoing, certain transfers permitted under the Affordable Housing Agreement shall not constitute an Event of Default hereunder or under the Affordable Housing Agreement, and any such action shall not accelerate the maturity of this Promissory Note, provided that any transfer is either a Permitted Transfer as defined in the Affordable Housing Agreement or is reasonably acceptable to the Authority with reasonable promptness, and any transferee under such a transfer agrees to be bound by any and all instruments in favor of the Authority. 9. Interest on Event of Default. From and after an Event of Default, the entire outstanding principal balance of this Note shall automatically bear an annual interest rate equal to the lesser of. (a) eight percent (8%) compounding annually; or (b) the maximum interest rate allowed by law. 10. Costs Paid by Maker. Maker agrees to pay the following costs, expenses and attorneys fees paid or incurred by the Holder of this Note, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and reasonable attorneys fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys fees in any action to enforce payment of this instrument. 11. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this instrument, and expressly agrees that, without in any way affecting the liability of Maker hereunder, the Holder hereof may extend the Maturity Date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder or release any security now or hereafter securing this Note. Maker hereby waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this instrument or any deed of trust, security agreement, guarantee or other agreement now or hereafter securing this Note. 12. Indemnification. Maker shall indemnify, defend, protect and hold the Authority harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys fees and expenses incurred by the Holder hereof, arising as a result of any (i) fraud or intentional material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or related agreements; (ii) intentional bad faith waste of the real property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note and the Affordable Housing Agreement. 5 61147.80021 \40183271.3 13. Nonrecourse. This Note is a nonrecourse obligation of Maker and Maker's partners, and the Holder must resort only to the PSH Project or the PSH Property, or both, for repayment should the Maker fail to repay the sums evidenced hereby. Neither Maker nor any of its general and limited partner shall have any personal liability for repayment of the Housing Authority Housing Fund Loan and no deficiency judgment may be obtained against Maker or any of its general and limited partners except for actual or constructive fraud, intentional material misrepresentation, intentional bad faith waste of or on the PSH Project and such other matters as are referred to below. Notwithstanding the generality of the foregoing, however, Maker shall indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the Holder arising as a result of any (i) fraud or intentional material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents provided in connection therewith; (ii) intentional bad faith waste of the PSH Property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note. Maker's obligation to indemnify the Holder hereof asset forth in the aforementioned clauses (i)-(iii)shall be recourse obligations of the Maker, and in the event of any breach of such obligations, the Holder shall have the right to proceed directly against the Maker to recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) and may bring any action and institute any proceeding to obtain a deficiency judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such breach. 14. Severability. If any provision of this Note is determined by a court of competent jurisdiction to be void or unenforceable, such determination shall not affect any other provision of this instrument, and all other provisions hereof shall remain valid and in full force and effect. 15. Non -Waiver. No delay in demanding or failure to demand performance hereunder shall constitute a waiver by the Holder hereof of its right to subsequently demand such performance or to exercise any remedies for any Event of Default hereunder. Further, in order to be effective, any waiver of any of the Holder's rights and remedies hereunder shall be expressed in a writing signed by a duly appointed representative of the Holder hereof. Further, waiver by the Holder hereof of any right hereunder shall not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent Event of Default hereunder. [Signatures on Following Page] 6 61147.80021410183271.3 180:140 LP, a California limited partnership By: LLC, a California limited liability company, its managing general partner M a California nonprofit corporation, its sole member and manager 0 61147.80021 W O 183271.3 EXHIBIT K TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of City Project Loan Deed of Trust [Attached Behind This Page] EXHIBIT K 61147.8002n40183270.13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: City Manager APN: = EXEMPT FROM RECORDING FEE PER GOVERNMENT CODE §27383 DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS) (City of San Juan Capistrano — City Hall -- Paseo Adelanto Mixed Use Permanent Supportive Housing) This Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) ("Deed of Trust") is dated as of , 2022, by LP, a California limited partnership, whose address is ("Trustor"), to , a California corporation ("Trustee"), for the benefit of the CITY OF SAN JUAN CAPISTRANO, a municipal corporation, whose address is 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("Beneficiary"), and is executed to secure that certain PSH Project Promissory Note of even date herewith, in the principal amount of One Million Three Hundred Thirteen Thousand Two Hundred and Twelve Dollars ($1,313,212.00), executed by Trustor in favor of Beneficiary (such Promissory Note, as it may from time to time be supplemented, amended extended, renewed or otherwise modified), the provisions of which are incorporated in the Deed of Trust by this reference. This Deed of Trust is made with respect to that certain Affordable Housing Disposition and Development Agreement (City Hall -- Paseo Adelanto Mixed Use Permanent Supportive Housing), dated , for reference purposes only, among the Trustor's predecessor -in - interest, the City of San Juan Capistrano Housing Authority, and the Beneficiary (the "Affordable Housing Agreement"). Trustor hereby IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to Trustee, its successors and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION, the following property ("Trust Estate"): (a) All of that certain real property in the City of San Juan Capistrano, County of Orange, State of California, more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof ("Subject PSH Property"); (b) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject PSH Property ("Improvements"); 61147.80021140183272.3 (c) All tenements, hereditament, appurtenances, privileges, franchises and other rights and interests now or in the future benefitting or otherwise relating to the Subject PSH Property or the Improvements, including easements, rights-of-way and development rights ("Appurtenances"). (Appurtenances, together with the Subject PSH Property and the Improvements, are hereafter collectively referred to as the "Real Property"); (d) Subject to the assignment to Beneficiary set forth in Paragraph 4 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 operation, leasing or occupancy of the Trust Estate, including those past due and unpaid ("Rents"); (e) All present and future right, title and interest of Trustor in and to all inventory, equipment, fixtures and other goods (as those terms are defined in Division 9 of the California Uniform Commercial Code ("UCC"), whether existing 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 or occupancy of 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 other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements and substitutions of or to any of such property ("Goods," and together with the Real Property, collectively the "Property"); and (f) All present and future right, title and interest of Trustor 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 written material (in each case whether existing now or in the future) now or in the future relating to or otherwise arising 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, occupancy, sale or financing of the Property or any other part of the Trust Estate, including (to the extent applicable to the Property or any other portion of the Trust Estate) (i) permits, approvals and other governmental authorizations, (ii) improvement plans and specifications and architectural drawings, (iii) agreements with contractors, subcontractors, suppliers, project managers, supervisors, 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 from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on or 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 options, together with advance payments, security deposits and other amounts paid to or deposited with Trustor under any such agreements, (viii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds and other 61147.80021 \40183272.3 rights to the payment of money, trade names, trademarks, goodwill and all other types of intangible personal property of any kind or nature, and (ix) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements and substitutions of or to any of such property (collectively, "Intangibles"). Trustor further grants to Trustee and Beneficiary, pursuant to the UCC, a security interest in all present and future right, title and interest of Trustor in and to all Goods and Intangibles and all of the Trust Estates described above in which a security interest may be created under the UCC (collectively, the "Personal Property"). This Deed of Trust constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to Trustee and Beneficiary. Trustee and Beneficiary shall have, in addition to all rights and remedies provided herein, all the rights and remedies of a "secured party" under the UCC and other applicable California law. Trustor covenants and agrees that this Deed of Trust constitutes a fixture filing under Sections 9313 and 9402(6) of the UCC. FOR THE PURPOSE OF SECURING, the payment of that certain PSH Project Promissory Note dated , 2022 in the original principal amount of One Million Three Hundred Thirteen Thousand Two Hundred and Twelve Dollars ($1,313,212.00) (the "PSH Project Note") and due, prompt and complete observance, performance and discharge of each and every monetary and non -monetary condition, obligation, covenant and agreement contained herein or contained in the Affordable Housing Agreement. The Affordable Housing Agreement, that certain Regulatory Agreement (City Hall — Pasco Adelanto Mixed Use Permanent Supportive Housing) dated , 2022, for reference purposes only, between the Trustor and the Beneficiary ("Regulatory Agreement') and the Note (collectively, "Secured Obligations") and all of their terms are incorporated herein by reference and this conveyance shall secure any and all extensions, amendments, modifications or renewals thereof, however evidenced. AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: 1. That Trustor shall perform its obligations as set forth in the Secured Obligations at the time and in the manner respectively provided therein; 2. That Trustor shall not permit or suffer the use of any of the property for any purpose other than the use for 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 this Deed of Trust. Upon default of a Secured Obligation,, and after the giving of notice and the expiration of any applicable cure period, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable. This Deed of Trust shall cover, and the property subject hereto shall include, all property now or hereafter affixed or attached to or incorporated upon the Subject PSH Property in, to or under which Trustor now has or hereafter acquires any right, title or interest, which, to the fullest extent permitted by law, shall be deemed fixtures and a part of the Subject PSH Property. To the extent any of the property subject to this Deed of Trust consists of rights in action or personal property covered by the UCC, this Deed of 61147.8002840183272.3 Trust shall also constitute a security agreement, and Trustor hereby grants to Beneficiary, as secured party, a security interest in such property, including all proceeds thereof, for the purpose of securing the Secured Obligations. In addition, for the purpose of securing the Secured Obligations, Trustor hereby grants to Beneficiary, as secured party, a security interest in all of the property described herein in, to, or under which Trustor now has or hereafter acquires any right, title or interest, whether present, future or contingent, including, but not limited to, all equipment, inventory, accounts, general intangibles, instruments, documents and chattel paper, as those terms are defined in the UCC, and all other personal property of any kind (including, without limitation, money and rights to the payment of money), whether now existing or hereafter created, that are now or at any time hereafter (i) in the possession or control of Beneficiary in any capacity; (ii) erected upon, attached to or appurtenant to the Subject PSH Property; (iii) located or used on the Subject PSH Property or identified for use on the Subject PSH Property (whether stored on the Subject PSH Property or elsewhere); or (iv) used in connection with, arising from, related to, or associated with the Subject PSH Property or any of the personal property described herein, the construction of any improvements on the Subject PSH Property, the ownership, development, maintenance, management or operation of the Subject PSH Property, the use or enjoyment of the Subject PSH Property or the operation of any business conducted thereon, including, without limitation, all such property described as the Trust Estate hereinabove. The security interests granted in this Paragraph 3 are hereinafter severally and collectively called the "Security Interest". The Security Interest shall be self - operative with respect to the real property described herein but Trustor shall execute and deliver on demand such additional security agreements, financing statements and other instruments as may be requested in order to impose the Security Interest more specifically upon the real and personal property encumbered hereby. The Security Interest, at all times, shall be prior to any other interest in the personal property encumbered hereby. Trustor shall act and perform as necessary and shall execute and file all security agreements, financing statements, continuation statements and other documents requested by Beneficiary to establish, maintain and continue the perfected Security Interest. Trustor, on demand, shall promptly pay all costs and expenses of filing and recordation, to ensure the continued priority of the Security Interest. Trustor shall not sell, transfer, assign or otherwise dispose of any personal property encumbered hereby without obtaining the prior written consent of Beneficiary, except that the Trustor may, in the ordinary course of business, replace personal property or dispose of personal property that will not be replaced because of its obsolescence. Unless Beneficiary then agrees otherwise in writing, all proceeds from any permitted sale or disposition in excess of that required for full replacement shall be paid to Beneficiary to be applied on the Note subject to the rights of any senior lenders. Although proceeds of personal property are covered hereby, this shall not be construed to mean that Beneficiary consents to any sale of such personal property. Upon its recordation in the real property records of Orange County, this Deed of Trust shall be effective as a financing statement filed as a fixture filing. In addition, a carbon, photostatic or other reproduced copy of this Deed of Trust and/or any financing statement relating hereto shall be sufficient for filing and/or recording as a financing statement; 4. That all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby secured. Permission is hereby given to Trustor 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 provisions of the Secured Obligations; 61147.80021W0183272.3 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 operate same and collect the rents, profits and income therefrom; 6. That Trustor will keep the improvements now existing or hereafter erected on the property insured against loss by fire and such other hazards, casualties, and contingencies as may be required by applicable provisions of the Secured Obligations, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary and certificates thereof together with copies of original policies, if requested, shall be deposited with the Beneficiary; 7. To pay before delinquency any taxes and assessments affecting said Property; to pay, when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior 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, Trustor shall not be required to pay and discharge any such tax, assessment charge or levy so long as Trustor is contesting the legality thereof in good faith and by appropriate proceedings, and Trustor has adequate funds to pay any liabilities contested pursuant to this Paragraph 7; 8. As it is provided more specifically in the Secured Obligations, 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 restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials famished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon (subject to Trustor's right to contest the validity or applicability of laws or regulations); not to commit or permit 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 suffer any material alteration of or addition to the buildings or improvements hereafter constructed 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 or 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 sum, in any such action or proceeding in which Beneficiary or Trustee may appear; 10. Should Trustor 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 or demand upon Trustor and without releasing Trustor 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. Following default, after the giving of notice and the expiration of any applicable cure period, Beneficiary or Trustee, being authorized to enter upon said property for such purposes, may commence, appear in and/or 61147.80021\40183272.3 defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest or compromise any encumbrance, charge, 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; 11. Beneficiary shall have the right to pay all insurance premiums required by the Secured Obligations when due should Trustor fail to make any required premium payments after the giving of notice and the expiration of any applicable cure period. All such payments made by the Beneficiary shall be added to the sums secured hereby; 12. To pay immediately and without 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 highest rate of interest permitted by law; 13. That the funds to be advanced hereunder are to be used in accordance with applicable provisions of the Secured Obligations; upon the failure of Trustor to do so, after the giving of notice and the expiration of any applicable cure period, Trustor shall be in default hereunder; 14. Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien or liens except as authorized by Beneficiary and/or as provided and/or authorized in the Secured Obligations and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on said premises. Notwithstanding anything to the contrary contained in this Deed of Trust, Trustor shall not be obligated to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting, provided that Trustor 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 provide a written request prior to foreclosure) record in the Office of the Recorder of Orange County, a surety bond in the amount required by law to protect against a claim of lien, or provide such other security reasonably satisfactory to Beneficiary; 15. That any and all improvements made or about to be made upon the premises covered by this 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 completion comply with all such applicable municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office. IT IS MUTUALLY AGREED THAT: 16. Trustor confirms that if Trustor should sell, enter into a contract of sale, convey, or in any way transfer all or any interest of Trustor in the Real Property encumbered by this Deed of Trust or suffer Trustor's title or any interest therein to be divested, whether voluntarily or involuntarily, unless the same is a Permitted Transfer as defined in the Affordable Housing Agreement, without the prior written consent of the Beneficiary being first obtained, then 61147.80021\10183272.3 6 Beneficiary shall have the right, at Beneficiary's sole option, to declare all sums payable under the Note secured hereby immediately due and payable in full, irrespective of the maturity date otherwise specified in the Note. No waiver of this right shall be effective unless in writing and signed by the Beneficiary. Consent by the Beneficiary to any one such transaction shall not be deemed a waiver of the right to require such consent to future or successive transactions. Further, upon default under one of the Secured Obligations, and after the giving of notice and the expiration of any applicable cure period provided therein, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be immediately due and payable in full, irrespective of the maturity date otherwise specified in the Note; 17. As provided more specifically in the Secured Obligations, should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, subject to the rights of any senior lenders, Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage subject to the rights of any senior lenders. All such compensation, awards, damages, rights of action and proceeds which are not used to reconstruct, restore or otherwise improve the property or part thereof that was taken or damaged, including the proceeds of any policies of fire and other insurance affecting said property, are hereby assigned to Beneficiary subject to the rights of any senior lenders; 18. Notwithstanding Sections 16 and 17, in the event that a portion of the Property is taken for a public improvement or pursuant to a condemnation proceeding and the Qualifying Units (as defined in the Regulatory Agreement) remain intact and continue to be owned and operated by Trustor in conformance with the Affordable Housing Agreement and the Regulatory Agreement, Beneficiary shall not declare all sums due and payable under the Note, nor shall the Beneficiary be entitled to any compensation, awards and other payments therefor, provided that, subject to the rights of any senior lenders, such compensation, awards and other payments are used for (1) paying principal and interest owed on the Permanent Loan (as defined in the Affordable Housing Agreement), (2) making improvements to the Property that are approved by Beneficiary, in its reasonable discretion, or (3) payment of principal owing under the Note. In the event that Trustor receives such compensation, awards or other payments and fails to expend the funds in conformance with -subsections (1) and (2) this section within thirty (30) days of receipt of such funds, Trustor shall be in default under this Deed of Trust. 19. Upon default by Trustor in taking any action or in making any payments provided for herein, or in the Secured Obligations, if Trustor shall fail to perform any covenant or agreement in this Deed of Trust within thirty (30) days after written demand therefor by Beneficiary (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Trustor fail to promptly commence such cure, and diligently prosecute same to completion), after the giving of notice and the expiration of any applicable cure period, Beneficiary, may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for 61147.80021410183272.3 record and Beneficiary may foreclose this Deed of Trust. Beneficiary shall also deposit with Trustee this Deed of Trust and all documents evidencing expenditures secured hereby; 20. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion 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 postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its Deed conveying the property so sold, 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 Trustor, 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 including 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 cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee's Deed; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the maximum rate allowed by law; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto; 21. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Deed of Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee; 22. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law; 23. 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 to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto'; 24. The trust created hereby is irrevocable by Trustor; 25. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term "Beneficiary" shall include not only the original Beneficiary hereunder but also any future successor in interest to Beneficiary. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of Trustor hereunder are joint and several; 26. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee; 27. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to it at the address set forth in the Deed of Trust; 28. Trustor agrees 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; 29. Trustor agrees that the obligations secured by this Deed of Trust are made expressly for the purpose of acquiring the Property, completing the construction work necessary to construct a new 50 -unit affordable housing development on the Property, as is more specifically provided in the Secured Obligations; 30. As is provided more specifically in the Secured Obligations, the obligations of Trustor thereunder are nonrecourse obligations of the Trustor. The sole recourse of Beneficiary shall be the exercise of its rights against the Property; 31. Notwithstanding specific provisions of this Deed of Trust, non -monetary performance 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; pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the Beneficiary or any other public or governmental agency or entity (except that any act or failure to act of Beneficiary shall not excuse performance by Beneficiary unless such act or failure to act is allowed or required by law); 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") shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension 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 giving of such notice. Times of performance under this Deed of Trust may also be extended in writing by the Beneficiary and Trustor; 61147.80021\40183272.3 9 32. If the rights and liens created by this Deed of Trust shall be held by a court of 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 to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by Trustor shall be considered 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 of time set forth in Paragraph 31, and subject to the further provisions of this Paragraph 33, failure or delay by Trustor to perform any term or provision respectively required to be performed under the Secured Obligations or this Deed of Trust constitutes a default under this Deed of Trust; (b) Beneficiary shall give written notice of default to Trustor, specifying the default complained of by the Beneficiary. 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 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 Beneficiary 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 an event of default occurs under the terms of this Deed of Trust, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor written notice of such default. If the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary under this Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. . 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.; (e) If an event of default occurs under the terms of the Secured Obligations, prior to exercising any remedies hereunder or thereunder, Beneficiary shall give Trustor notice of such default. As is provided more specifically in the Secured Obligations, if the default is reasonably capable of being cured within thirty (30) days, Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary under the Secured Obligations, or this Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and Trustor (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Beneficiary. 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. 34. This Deed of Trust shall be subject and subordinate to the terms of that certain extended use agreement executed by the Trustor in connection with the Trustor's allocation of 61147.8002140183272.3 10 low-income housing tax credits under Section 42 of the Code (the "Extended Use Agreement"). If Beneficiary or its successors or assigns (collectively, the "Subsequent Owner") acquires the Property by foreclosure (or instrument in lieu of foreclosure), then the "extended use period" (as defined in Section 42(h)(6)(D) of the Internal Revenue Code) shall terminate, except for the obligation of the Subsequent Owner to comply with the limitations on evictions, termination of tenancy and increase in rents for the three year period following the Subsequent Owner's acquisition of the Property, as set forth in Section 42(h)(6)(E)(ii) of the Internal Revenue Code. As provided in the Affordable Housing Agreement, upon request when appropriate, Beneficiary shall execute such documentation as is necessary to subordinate this Deed of Trust to a Senior Loan. [Signatures on Following Page] 61147.80021\40183272.3 11 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first set forth above. TRUSTOR: L -M a California limited partnership LLC, a California limited liability company, its managing general partner a California nonprofit corporation, its sole member and manager 0 [SIGNATURES MUST BE NOTARY ACKNOWLEDGED] 61147.80021\40183272.3 12 EXHIBIT A TO DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS) (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Legal Description of Subject PSH Property A-1 61147.80021 \40183272.3 EXHIBIT A LEGAL DESCRIPTION OF ]AMBOREE PARCEL THAT PORTION OF PARCEL 2 OF RECORD OF SURVEY NO. 2021-1079, AS SHOWN ON A MAP FILED FEBRUARY 10, 2022 IN BOOK 324, PAGE 37 OF RECORDS OF SURVEY, RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF LOT 60 OF TRACT NO. 103, AS SHOWN ON A MAP FILED IN BOOK 11, PAGES 29 THROUGH 33, INCLUSIVE, OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, AS DESCRIBED IN THAT CERTAIN QUITCLAIM DEED RECORDED NOVEMBER 15, 2002 AS INSTRUMENT NO. 2002001029026 OF OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2 OF RECORD OF SURVEY NO. 2021- 1079; THENCE NORTH 85" 45' 18" EAST 150.63 FEET ALONG THE NORTHERLY LINE OF SAID PARCEL 2 TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 04° 14' 42" EAST 20.00 FEET; THENCE SOUTH 02" 03'18" WEST 27.30 FEET; THENCE SOUTH 87' 56'42" EAST 9.21 FEET; THENCE SOUTH 02' 03'18" WEST 66.16 FEET; THENCE SOUTH 87" 56'42" EAST 4.50 FEET; THENCE SOUTH 020 03'18" WEST 10.67 FEET; THENCE SOUTH 870 56'42" EAST 18.75 FEET; THENCE SOUTH 02' 03'18" WEST 60.76 FEET; THENCE SOUTH 87' 56'42" EAST 7.18 FEET; THENCE SOUTH 820 59'05" EAST 56.27 FEET; THENCE SOUTH 07" 00'55" WEST 53.09 FEET; THENCE SOUTH 88" 14' 16" EAST 148.90 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 2, SAID POINT BEING SOUTH 2004'30" WEST 249.76 FEET FROM THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 02'04'30" EAST 249.76 FEET ALONG SAID EAST LINE TO SAID NORTHEAST CORNER OF SAID PARCEL 2; THENCE NORTH 87"56'42" WEST 169.88 FEET ALONG THE NORTH LINE OF SAID PARCEL 2 TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG SAID NORTH LINE, SOUTH 85°45'18" WEST 72.84 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 1.19 ACRES, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF, PREPARED UNDER MY SUP RVISION: l ` G October 5 2022 MICHAEL NAVARRO, L.S. 7848 DATE EXPIRES 12/31/2022 EXHIBIT L TO AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (City Hall — Paseo Adelanto Mixed Use Permanent Supportive Housing) Form of City Project Loan Note [Attached Behind This Page] EXHIBIT L 61147.80021\40183270.13 CITY PROJECT LOAN PROMISSORY NOTE SECURED BY DEED OF TRUST (San Juan Capistrano — City Hall -- Paseo Adelanto Mixed Use Permanent Supportive Housing) Principal Amount: $1,313,212.00 Maker: LP, a California limited partnership Maturity Date: Fifty-five (55) years from the date on which the Certificate of Completion is issued I. City Project Loan. Date of Note: 20_ Lender: CITY OF SAN JUAN CAPISTRANO, a municipal corporation Interest Rate: One -Quarter Percent (0.25%) FOR VALUE RECEIVED, the undersigned LP, a California limited partnership ("Maker"), with its principal place of business located at 17701 Cowan Avenue, Suite 200, Irvine, CA 92614, promises to pay to the CITY OF SAN JUAN CAPISTRANO, a municipal corporation (the "City" or "Holder") at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, or such place as the Holder may, from time to time, designate by written notice to the Maker, the principal sum of ONE MILLION DOLLARS THREE HUNDRED THIRTEEN THOUSAND TWO HUNDRED AND TWELVE DOLLARS ($1,313,212.00), (the "City Project Loan"), together with any accrued interest, if applicable, as set forth in this Note. This Promissory Note (the "Note") is made and given pursuant to that certain Affordable Housing Disposition and Development Agreement among the City, the City of San Juan Capistrano Housing Successor Agency, and Maker's predecessor -in -interest, dated (the "Affordable Housing Agreement"). The Affordable Housing Agreement is incorporated herein by this reference. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Affordable Housing Agreement. Funds for the City Project Loan consist of City Housing In -Lieu Fees. The City Project Loan is made to finance the PSH Project's predevelopment, development and construction costs in accordance with the terns and conditions of the Affordable Housing Agreement. 2. Term of Loan and Right of Prepayment. a. Maturity Date. All accrued interest, if any, and principal shall be due and payable in full without any further demand or notice fifty-five (55) years from the date on which the Senior Construction Loan converts to the Senior Permanent Loan ("Maturity Date"). b. Prepayment. This Note may be prepaid in whole or in part at any time and from time to time without penalty or premium. 61147.80021 W0183273.3 3. Security for Note. This Note is secured by a Deed of Trust executed by Maker which creates a lien on that certain real property as described therein and in the Affordable Housing Agreement. 4. Interest Calculation. Except as provided in Section 9 of this Note, the principal outstanding under this Note shall accrue simple interest at the rate of one-quarter percent (0.25%) per annum. Principal and interest shall be payable in lawful money of the United States of America. If applicable, interest shall be computed based on an actual day year and the actual number of days elapsed. Interest shall commence on amounts disbursed hereunder from the date of disbursement. 5. Annual Payment. Following completion of the PSH Project as evidenced by the issuance by the City of a Certificate of Completion as set forth in the Affordable Housing Agreement, and continuing each year thereafter until the Maturity Date, a portion of the Residual Receipts (as defined below) from the PSH Project shall be paid to Holder and applied to pay down the amounts due and owing under this Note. The payments described below shall be paid to Holder no later than July 31 each year, with the first payment due on the July 31 following the issuance of a Certificate of Occupancy for the PSH Project, and continuing each year thereafter. a. Annual Payments from Residual Receints. Maker shall make repayments of the outstanding principal and accrued interest, if any, equal to the City's PSH Project Percentage of Fifty Percent (50%) of the Residual Receipts from the PSH Project as repayment of amounts due and owing under this Note. For the purposes of this Note, "City's PSH Project Percentage" means the percentage calculated by dividing (1) the original principal amount of the City Project Loan actually disbursed to Borrower by (2) the sum of the original principal amounts of loans made by other government entities to the Borrower and which are to be repaid utilizing Residual Receipts. Such annual payments shall be accompanied by the Maker's report of Residual Receipts. The Maker shall provide the Holder with the audited financial statement provided for in Section 6, and any other documentation reasonably requested by Holder to substantiate the Maker's determination of Residual Receipts. All payments made hereunder shall be credited first to any accrued but unpaid interest (if applicable), then to current interest due and owing and lastly to principal. Notwithstanding the foregoing, the entire outstanding balance of principal and any interest owing under this Note shall be due and payable in full fifty-five (55) years from the date hereof. Prior to any sale of all or any portion of the PSH Project, or Refinancing of all or any portion of the outstanding debt from the PSH Project, and so long as there is any outstanding amount due and owing under this Note, Maker shall notify Holder of any such proposed or intended sale or Refinancing. In such event, Maker and Holder shall meet and confer, and shall use good faith efforts, 61147.80021N40183273.3 to determine the feasibility of the payoff or restructuring of the remaining balance owing under this Note as part of any such sale or Refinancing to provide for repayment of this Note sooner than the fifty-five (55) year repayment period. b. Definition of Residual Receipts. For the purposes of this Note, "Residual Receipts" shall mean the sum of money computed as follows: (i) All rents, revenues, consideration or income (of any form) received by Maker in connection with or relating to the ownership or operation of the PSH Project, including the City's PSH Project Percentage of any net revenue derived from any Refinancing of the PSH Project which is not required to meet current or future PSH Project obligations (but excluding tenants' security deposits, partner capital contributions and similar advances or interest that is earned on and allocated to reserve accounts) ("Gross Revenue") less all of the following: all customary and reasonable costs (i.e., mandatory (hard) mortgage payments) and expenses reasonably and actually incurred in connection with the operation and maintenance of the PSH Project, including but not limited to premiums for property and liability insurance; utility services not paid directly by tenants; maintenance and repair; security services and payments for social/supportive services; any adjuster payments to the investor limited partner required under Maker's partnership agreement; payment of principal or interest on any indebtedness of Maker to any affiliate of Maker (individual or entity) or partner of Maker to repay completion and operating deficit loans relating to the PSH Project; asset management fee payable to the limited partner of Maker in an amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement), increased annually by three percent (30/o); partnership management fee payable to Maker, not to exceed the amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement), increased annually by three percent (3%); reasonable property management fees not to exceed eight percent(80/o) of gross revenue; deferred developer fee in an amount approved as part of the PSH Project Budget (as defined in the Affordable Housing Agreement); amounts (reasonably approved by Holder) expended to restore the PSH Project after a casualty loss or condemnation; reasonable and customary professional fees for legal, accounting, audit and tax returns for Maker and the PSH Project, and similar customary administrative expenses; taxes; franchise tax filing fees; and any cash deposited into replacement and operating reserves in amounts reasonably required by the investor or the lenders for the PSH Project (collectively "Operating Expenses"). (ii) Notwithstanding the generality of the foregoing, the following items are not expenses or deductible in computing Residual Receipts: (A) Depreciation, cost recovery, amortization and similar items which do not involve the expenditure of cash. 6. Audited Financial Statement. Maker shall annually provide Holder with an audited financial statement documenting the calculation of Residual Receipts for the previous calendar year ending December 31. The audited financial statement shall be provided on or before July 31, together with payment of the Residual Receipts payment due to Holder. Holder shall have the right to inspect and audit Maker's books and records concerning the calculation of the Residual Receipts Payment and to object within 61147.80021 W 0183273.3 ninety (90) days from receipt of Maker's statement. Failure to timely object shall be deemed acceptance. If Holder does object, Holder shall specify the reasons for disapproval. Maker shall have thirty (30) days to reconcile any disapproved item. If Maker and Holder cannot agree on the amount of the Residual Receipts payment, an independent auditor mutually selected by Maker and Holder shall resolve any disputed items. If the independent auditor determines that Maker's statement underreported the amount of the Residual Receipts by more than three percent (31/6), the cost of the auditor shall be paid solely by Maker. If the independent auditor determines that Maker's statement did not underreport the amount of the Residual Receipts, the cost of the auditor shall be paid solely by Holder. Except in the event that Maker or Holder are solely responsible for the costs of the auditor pursuant to one of the foregoing sentences, the cost of the auditor shall be shared equally by Maker and Holder. Annual Budget. Maker shall prepare and submit to Holder a proposed annual operating budget for the management and operation of the PSH Project ("Annual Budget") no later than 60 days preceding the effective year of such budget. The Annual Budget shall include the projected Gross Revenue and Operating Expenses for the year and a line item showing the projected Residual Receipts from the PSH Project for the year. Holder will review the Annual Budget and, if acceptable, approve it, which approval shall not be unreasonably withheld. If the Annual Budget is not acceptable, Holder shall specify the reasons for disapproval. The intent of this section is to provide Holder an opportunity to disapprove any unreasonable expenses which would diminish the Residual Receipts from the PSH Project. Once approved, any changes to the Annual Budget which exceed ten percent (10%) of the total Annual Budget shall require Holder's prior written consent, which consent shall not be unreasonably withheld. 8. Acceleration Unon Certain Events or Upon Event of Default. In the Event of Default under the terms of this Note, the Affordable Housing Agreement or the Regulatory Agreement, the Deed of Trust which is the security for this Note, or under any Senior loans, notes or deeds of trust, at the option of the Holder and after notice to the Maker, providing Maker with thirty (30) days in which to cure any Event of Default, and such Event of Default not having been cured within thirty (30) days (or if a greater amount of time is reasonably necessary to effect a cure, if actions to cure such Event of Default are not undertaken within said thirty (30) day period and pursued with reasonable diligence thereafter), all principal and interest due under this Note shall immediately become due and payable, upon thirty (30) day written notice from the Holder to the Maker. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent Event of Default. Should the undersigned Maker agree to or sell, convey, transfer, or dispose of the real property described in the Deed of Trust securing this Note or any part thereof or interest therein, without first obtaining the prior written consent of the Holder (except for a Permitted Transfer, as defined in the Affordable Housing Agreement), then, at the option of the Holder, all principal and interest due hereunder shall immediately become due and payable upon thirty (30) days written notice from the Holder to the Maker. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. 61147.80021\40183273.3 Notwithstanding the generality of the foregoing, certain transfers permitted under the Affordable Housing Agreement shall not constitute an Event of Default hereunder or under the Affordable Housing Agreement, and any such action shall not accelerate the maturity of this Promissory Note, provided that any transfer is either a Permitted Transfer as defined in the Affordable Housing Agreement or is reasonably acceptable to the City with reasonable promptness, and any transferee under such a transfer agrees to be bound by any and all instruments in favor of the City. 9. Interest on Event of Default. From and after an Event of Default, the entire outstanding principal balance of this Note shall automatically bear an annual interest rate equal to the lesser of: (a) eight percent (8%) compounding annually; or (b) the maximum interest rate allowed by law. 10. Costs Paid by Maker. Maker agrees to pay the following costs, expenses and attorneys fees paid or incurred by the Holder of this Note, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and reasonable attorneys fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys fees in any action to enforce payment of this instrument. 11. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this instrument, and expressly agrees that, without in any way affecting the liability of Maker hereunder, the Holder hereof may extend the Maturity Date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder or release any security now or hereafter securing this Note. Maker hereby waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this instrument or any deed of trust, security agreement, guarantee or other agreement now or hereafter securing this Note. 12. Indemnification. Maker shall indemnify, defend, protect and hold the City harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys fees and expenses incurred by the Holder hereof, arising as a result of any (i) fraud or intentional material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or related agreements; (ii) intentional bad faith waste of the real property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note and the Affordable Housing Agreement. 61147.80021\40183273.3 13. Nonrecourse. This Note is a nonrecourse obligation of Maker and Maker's partners, and the Holder must resort only to the PSH Project or the PSH Property, or both, for repayment should the Maker fail to repay the sums evidenced hereby. Neither Maker nor any of its general and limited partner shall have any personal liability for repayment of the City Project Loan and no deficiency judgment may be obtained against Maker or any of its general and limited partners except for actual or constructive fraud, intentional material misrepresentation, intentional bad faith waste of or on the PSH Project and such other matters as are referred to below. Notwithstanding the generality of the foregoing, however, Maker shall indemnify, defend, protect and hold Holder harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the Holder arising as a result of any (i) fraud or intentional material misrepresentation by the Maker under or in connection with the Affordable Housing Agreement or any other agreements or documents provided in connection therewith; (ii) intentional bad faith waste of the PSH Property encumbered by the deed of trust which secures this Note; and (iii) losses resulting from Maker's failure to maintain insurance as required under the provisions of the deed of trust securing this Note. Maker's obligation to indemnify the Holder hereof as set forth in the aforementioned clauses (i) -(iii) shall be recourse obligations of the Maker, and in the event of any breach of such obligations, the Holder shall have the right to proceed directly against the Maker to recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) and may bring any action and institute any proceeding to obtain a deficiency judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such breach. 14. Severability. If any provision of this Note is determined by a court of competent jurisdiction to be void or unenforceable, such determination shall not affect any other provision of this instrument, and all other provisions hereof shall remain valid and in full force and effect. 15. Non -Waiver. No delay in demanding or failure to demand performance hereunder shall constitute a waiver by the Holder hereof of its right to subsequently demand such performance or to exercise any remedies for any Event of Default hereunder. Further, in order to be effective, any waiver of any of the Holder's rights and remedies hereunder shall be expressed in a writing signed by a duly appointed representative of the Holder hereof. Further, waiver by the Holder hereof of any right hereunder shall not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent Event of Default hereunder. [Signatures on Following Page] 61147.80021140183273.3 MAKER: LP, a California limited partnership By: LLC, a California limited liability company, its managing general partner 0 a California nonprofit corporation, its sole member and manager 61147.80021\40183273.3