HomeMy WebLinkAbout; GS Carlsbad West Oaks Owner LLC; 2026-0195781; Affordable Housing Agreement/ReleaseRECORDING REQUESTED BY:
City of Carlsbad
WHEN RECORDED MAIL TO:
City of Carlsbad
Housing and Homeless Services Department
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Attn: City Clerk
DOC# 2026-0195781
111111111111 lllll 111111111111111 lllll lllll lllll 11111111111111111111111
Jui 08, 2026 04:17 PM
OFFICIAL RECORDS
JORDAN Z. MARKS,
SAN DIEGO COUNTY RECORDER FEES: $0.00 (SB2 Atkins: $0.00)
PAGES: 13
This document is recorded at the request and for the benefit of the City of Carlsbad, and is
exempt from the payment of a recording fee pursuant to Government Code Sections 6103,
27383, and 27388.1
{Space above for Recorder's Use)
AFFORDABLE HOUSING AGREEMENT
IMPOSING RESTRICTIONS ON REAL PROPERTY
(DEV 13-018)
This AFFORDABLE HOUSING AGREEMJNT IMPOSING RESTRICTIONS ON REAL
PROPERTY ("Agreement"), entered into this ~day of JJAL~ 2o2~ by and between
the CITY OF CARLSBAD, a California municipal corporation and charter city ("City"), and GS
Carlsbad West Oaks Owner, LLC, a Delaware limited liability company ("Developer") is made
with reference to the following:
A. Developer is the owner of certain real property in the City of Carlsbad, in the
County of San Diego, California ("Property") described in Exhibit "A", which is attached hereto
and incorporated herein by this reference.
B. The City approved a minor subdivision on the Property by City Council Reso.
No. 2021-097 on May 4, 2021. The approved project was presented by the development
applicant, The Carlsbad West Oaks Project Owner, LLC, A Delaware limited liability company
(" Applicant"). The project includes the construction of a total of 192 residential units on the
Property ("Development"), consisting of 150 market rate and 42 affordable apartments
(including 1 manager's unit). The Applicant requested and the City has approved a General
Plan land use amendment, zone change, Local Coastal Program amendment, a site
development plan, coastal development permit, habitat management plan permit, minor
subdivision, an allocation of residential units from the Excess Dwelling Unit Bank pursuant to
City Council Policy 43, and a modification to development standards, subject to certain
cond itions in Planning Commission Resolution No. 7397 ("Conditions of Approval"), adopted
and approved by the City Council, with respect to affordable housing which was approved by
the Planning Commission on Jan. 20, 2021. Condition of Approval 15 requires that forty-two
(42} of the units in the Development are to be affordable to lower-income households with
incomes ranging between thirty-five percent (35%} and up to seventy percent (70%}, with
average affordability to not exceed sixty percent (60%), of the San Diego Area Median Income
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in fulfillment of the City's lnclusionary Housing Ordinance, Carlsbad Municipal Code, Chapter
21.85.
C. Applicant was required by the Conditions of Approval to enter into an
Affordable Housing Agreement Imposing Restrictions on Real Property as required and with
the content specified by the City's lnclusionary Housing Ordinance (CMC Chapter 21.85}.
D. On December 7, 2021, the City Council approved a $1,500,000 Housing Trust
Fund loan commitment to Chelsea Development Investment Corporation, an Affordable
Housing development partner to Applicant, and approved the Affordable Housing Agreement
to satisfy the lnclusionary Housing Requirement.
E. Applicant signed the Affordable Housing Agreement on November 18, 2021,
and City signed the Affordable Housing Agreement on December 13, 2021, utilizing Housing
Trust Funds with additional affordability requirements beyond what was required in the
Conditions of Approval due to the funding commitment. However, the 2021 agreement was
not recorded against the property and was subsequently terminated.
F. In March 2026, Applicant notified City of a change in ownership of the
Development to Developer. Under the Developer's ownership, the Project would not be
receiving any of the Housing Trust Fund loan commitment. Because the Project would not be
receiving any Housing Trust Funds, the deeper affordability requirements associated with the
funding are not applicable. Therefore, the Project will provide the affordable housing units in
accordance with the Conditions of Approval, and not in accordance with the 2021 agreement
signed between the City and Applicant.
G. Developer is the new owner of the Property, as described on Exhibit "A", which
is attached hereto and incorporated herein by this reference. All forty-two (42} Affordable
Units will be restricted to occupancy by, and affordable to households with incomes ranging
between thirty-five percent {35%) and up to seventy percent {70%}, with average affordable
unit is to not exceed sixty percent {60%), of the San Diego Area Median Income, as defined
below, and as required by CMC Chapter 21.85.
H. In accordance with the requirements of the Conditions of Approval, and the
Carlsbad Municipal Code, including but not limited to Chapter 21.85, Developer is obligated
to enter into this Agreement, for the benefit of the City, and to observe all the terms and
conditions set forth below.
I. In order to ensure that the Property will be used and operated in accordance
with these conditions and restrictions, City and Developer wish to enter into this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. Satisfaction of Affordable Housing Obligation and Conditions of
Approval. The Conditions of Approval of the permits described in Recital B above and the
2
requirements of the City's lnclusionary Housing Ordinance (CMC Chapter 21.85) shall not be
satisfied unless forty-two (42} units of the Development are constructed for the purpose of
providing housing to be affordable to lower-income households, described herein
("Affordable Units") and according to the schedule contained herein in Exhibit "B". A total
of 150 market rate units and 42 Affordable Units may be constructed with approval of this
Agreement.
2. Terms Governing Provision of Affordable Units. Provision of the
Affordable Units shall be governed by the following terms:
2.1 Income Level. Unit Size and Bedroom Count. The Affordable Units
in the Development shall include forty-two (42) one, two, and three-bedroom dwelling units
(22 percent of the total dwelling units) as affordable to lower-income households (with
incomes ranging from 35% to 70% of the San Diego County Area Median Income ("AMI") for
55 years, in accordance with the requirements and process set forth in Chapter 21.85 of the
Carlsbad Municipal Code. No fewer than four of the units shall be affordable to households
with incomes at or below 35% AMI; no fewer than six of the units shall be three-bedroom
units, at least one of which shall be affordable at or below 35% AMI; no unit shall exceed 70%
AMI affordability; and the average affordability for all restricted units shall not exceed 60%
AMI.
The 42 units, can include one unrestricted manager's unit if the portion of the Property
containing the Affordable Units is owned and managed by a different entity, requiring a
different property manager than the remainder of the Property. In this instance, one low
income one-bedroom unit at 70% can be an unrestricted manager's unit. If the market rate
and affordable property are managed together, the manager's unit may not be taken out of
the affordable inventory.
The Affordable Units are expected to be provided in the unit size and income restriction
indicated in the table below. Unit mix may be adjusted to maximize ability to obtain tax credit
financing as approved by the City, but in no event shall it deviate below the requirements of
Section 2.1 above.
Unit Size Number of Units by Income Level Total
Number of Extremely Very low Low Income Low Income
bedrooms Low Income Income 60% 70%
35% 50%
1 bedroom 1 0 16 2 19
2 bedrooms 1 1 6 4 12
3 bedrooms 3 2 3 3 11
5 3 25 9 42
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2.2 Affordability Requirements. The Affordable Units shall be
restricted to occupancy by households with incomes ranging from 35% to 70% of AMI,
adjusted for actual household size, as indicated in the table above. The maximum monthly
Rent changed to occupants of the Extremely Low-Income Units shall not exceed the product
of one-twelfth (1/12) of thirty-percent (30%) of: 35 percent (35%) of the area median income;
the maximum monthly Rent changed to occupants of the Very Low-Income Units shall not
exceed the product of one-twelfth (1/12) of thirty-percent (30%) of: 50 percent (50%) of the
area median income; the maximum monthly Rent changed to occupants of the Low-Income
Units shall not exceed the product of one-twelfth (1/12) of thirty-percent (30%) of: 60 percent
(60%) of the area median income; the maximum monthly Rent changed to occupants of the
Affordable Units shall not exceed the product of one-twelfth (1/12) of thirty-percent (30%)
of: 70 percent (70%) of the area median income. For purposes of this Agreement, "Rent"
means the total monthly expenses required to obtain a unit and shall include the following:
all costs incurred with respect to the use and occupancy of the Affordable Unit and land and
associated facilities, including parking; any separately charged fees or service charges
assessed by Developer which are required of all tenants, other than security deposits; an
allowance for the cost of an adequate level of service for utilities paid by the tenant, including
garbage collection, sewer, water, electricity, gas and other heating and cooking fuel, but not
telephone service (a standard utility allowance schedule published annually by the City); any
other interest, taxes, fees or charges for use of the Low-Income Unit, land or associated
facilities and assessed by a public or private entity other than Developer.
Median income figures shall be those determined by the United States Department of Housing
and Urban Development from time to time, and as published by the California Department of
Housing and Community Development. For purposes of this Agreement, "assumed household
size appropriate for the unit" shall mean a household of two persons in a one-bedroom unit,
three persons in a two-bedroom unit, and four persons in a three bedroom unit unless the
requirements of another funding source require an alternate method of calculating assumed
household size which is less than these assumed household sizes. With respect to each
Affordable Unit, the affordability requirements of this Section 2.2 shall continue for 55 years
from the date of issuance of a Certificate of Occupancy by the City for such unit or another
comparable unit based upon substitution provisions pursuant to the Regulatory Agreement.
The affordability requirements of this Section 2.2 shall be set forth in the Regulatory
Agreement between the Developer or its successors and the City, provided for below, which
shall supersede this Agreement upon recordation of the Regulatory Agreement.
2.3 Schedule for Developing Affordable Multi-Family Units.
Developer shall provide the Affordable Units concurrent with the Project's market rate units.
In order to satisfy this requirement Developer and/or its successor shall receive a release of
building permits for the market rate and Affordable Units on the schedule set forth herein: (i)
Recordation of this agreement satisfies Condition 15 of PC Reso 7397; (ii) Following execution and
recordation of this Agreement, and as long as all other conditions have been satisfied, the
Developer may begin to obtain building permits for the market rate units as long as building
4
permits for the Affordable Units have also been pulled, and (iii) no certificate of occupancy or
temporary occupancy shall be granted on for the final forty-two (42) market rate units until
such time as the construction of the Affordable Units are complete and the Affordable Units
are ready for occupancy. For purposes of this section, "building permit" shall mean a permit
issued in accordance with the requirements of the California Building Code, California Code
of Regulations, Title 24, Part 2, Volumes I and 2, Section 105, and as amended by Carlsbad
Municipal Code Section 18.04.020. For purposes of this section, "commencement of
construction" shall mean certification of building pads and initiation of framing construction
activity consistent with the approved building permit(s) for the Affordable Units and which
results in at least one approved inspection by the City. For purposes of this section,
"construction of the Affordable Units is complete and the Affordable Units are ready for
occupancy" shall mean shall mean final inspection of the Affordable Units by the City's
Building Inspector (or designee) has occurred confirming construction is in compliance with
the issued building permit(s), no additional corrections are required, and a certificate of
occupancy or equivalent may issue.
3. City Approval of Documents. The following documents, to be approved in
writing by the City, shall be used in connection with the rental of Affordable Units.
3.1 A marketing plan consistent with the terms of this Agreement,
establishing the process for seeking, selecting and determining the eligibility of tenants of the
Affordable Units.
3.2 A form of Rental Agreement.
3.3 A Property Management Plan.
3.4 A form of regulatory agreement between the Developer and the
City ("Regulatory Agreement"), in a form approved by the Housing and Homeless Services
Director and City Attorney. The Regulatory Agreement shall incorporate the terms governing
provision of Affordable Units set forth herein and shall be recorded against the Affordable
Units for a term of 55 years.
4. Compliance Report. Following completion of construction of the Affordable
Units, a Compliance Report meeting the requirements of CMC Section 21.85.140 of the
lnclusionary Ordinance, verifying compliance of all completed Affordable Units with the terms
of this Agreement and certified as correct by a third-party, shall be submitted annually to the
Housing Services Manager, commencing on the first Report Date that is twelve {12) months
from the completion of construction of the Affordable Units. If similar reports on some or all
of the Affordable Units are required for regulatory compliance with other financing programs,
those reports may be deemed satisfactory for the purpose of this section by the Housing
Services Manager, with respect to the Affordable Units covered by such reports, provided
that copies of those reports are provided on an annual basis to the Housing Services Manager
with a third party certification addressed to the City.
5. Release of Subiect Property from Agreement. The covenants and conditions
herein contained shall apply to and bind the Developer and its heirs, executors, administrators,
5
successors, transferees, and assignees having or acquiring any right, title or interest in orto any
part of Property and shall run with and burden the Property until terminated in accordance
with the provisions of Section 12 hereof. The Developer shall expressly make the conditions
and covenants contained in this Agreement a part of any deed or other instrument conveying
any interest in such property. The burdens of this Agreement, except for such burdens as may
be released as set forth above or pursuant to Section 12, shall remain in full force and effect
and recorded against the Development for the 55-year duration of this Agreement.
6. Default. Failure of the Developer to cure any default in the Developer's
obligations under the terms of this Agreement within ninety (90) days after the delivery of a
notice of default from the City (or where the default is of the nature which cannot be cured
within such ninety (90) day period, the failure of the Developer to commence to cure such
default within the ninety {90) day period or the Developer's failure to proceed diligently to
complete the cure of such a default within a reasonable time period but in no event greater
than one-hundred eighty (180) days) will constitute a failure to satisfy the Conditions of
Approval with respect to the Property and the requirements of Chapters 21.85 and 21.86 of
the CMC. The City may exercise any and all remedies available to it with respect to the
Developer's failure to satisfy the Conditions of Approval and Chapters 21.85 and 21.86 of the
CMC, including but not limited to, the withholding of further building permits and certificates
of occupancy for the market rate units within the Development until such cure is completed.
7. Appointment of Other Agencies. At its sole discretion, City may designate,
appoint or contract with any other public agency, for-profit or non-profit organization to
perform the City's obligations under this Agreement.
8. Hold Harmless. Developer will indemnify and hold harmless (without limit as
to amount) City and its elected officials, officers, employees and agents in their official
capacity (hereinafter collectively referred to as "lndemnitees"), and any of them, from and
against all loss, all risk of loss and all damage (including attorneys' fees and expenses)
sustained or incurred because of or by reason of any and all claims, demands, suits, actions,
judgments and executions for damages of any and every kind and by whomever and
whenever made or obtained, allegedly caused by, arising out of or relating in any manner to
Developer's actions or defaults pursuant to this Agreement, and shall protect and defend
lndemnitees, and any of them with respect thereto. This provision shall survive the term of
this Agreement.
9. Insurance Requirements. Prior to commencement of construction, Developer
shall obtain, at its own expense, commercial general liability insurance for development of the
Property naming lndemnitees as additional named insureds with aggregate limits of not less
than five million dollars ($5,000,000), for bodily injury and death and property damage,
including coverage for contractual liability and projects and completed operations, purchased
by Developer or its successor or assigns from an insurance company duly licensed to engage
in the business of issuing such insurance in the State, with a current Best's Key Rating of not
6
less than A-:VII, such insurance to be evidenced by an endorsement which so provides and
delivered to the Housing Services Manager prior to the issuance of any building permit for
the Property.
10. Notices. All notices required pursuant to this Agreement shall be in writing and
may be given by personal delivery or by registered or certified mail, return receipt requested,
to the party to receive such notice at the addressed set forth below:
TO THE CITY OF CARLSBAD:
City of Carlsbad
Housing & Homeless Services Department
1200 Carlsbad Village Drive
Carlsbad, CA 92008-1949
Attn: Housing & Homeless Services Director
TO THE DEVELOPER:
Greystar
620 Newport Center Dr., 15th floor
Newport Beach, CA 92660
Attn: Jeff Carlson, Development Manager
Any party may change the address to which notices are to be sent by notifying the other
parties of the new address in the manner set forth above.
11. Integrated Agreement. This Agreement constitutes the entire Agreement
between the parties and no modification hereof shall be binding unless reduced to writing
and signed by the parties hereto.
12. Duration of Agreement. This Agreement shall remain in effect for fifty-five
(55) years unless terminated by both of the following occurring: (i) recordation of the
Regulatory Agreement, and (ii) construction of the Affordable Units is complete and the
Affordable Units are ready for occupancy (as defined in Section 2.3). This Agreement, and
any section, subsection, or covenant contained herein, may be amended only upon the
written consent of the Developer and the Housing and Homeless Services Director.
13. Recording of Agreement. The parties hereto shall cause this Agreement to be
recorded against the Property in the Official Records of the County of San Diego.
14. Severability. In the event any limitation, condition, restriction,
covenant, or provision contained in this Agreement is to be held invalid, void or
unenforceable by any court of competent jurisdiction, the remaining portions of this
Agreement shall nevertheless be and remain in full force and effect.
7
IN WITNESS WHEREOF, City and Developer have executed this Agreement by duly authorized
representatives, all on the date first written above.
CITY:
CITY OF CARLSBAD, a California municipal
corporation and charter city
By:
APPROVED AS TO FORM:
City of Carlsbad, Office of the City Attorney
By:
ATTEST:
C. Dalton Sorich, Assistant City
Attorney
Signatures continue on following page Signatures must be notarized.
8
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of _____ S_a_n_D_i_e_go ____ ~
On July 2, 2026 before me, Shelby Nelson, Notary Public
(insert name and title of the officer)
personally appeared _S_h_e_i_la_C_o_b_i_a_n ____________________ _
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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. ~--••==••····I SHELIY NELSON
: Neary ~uitllc • C•llforni<I : i S•n 011•!• Ceunty s
Cammlssfen,; 252906◄ -
• • MY Com,,., Ex,tr.,. ••! l f. 2029
Signatu (Seal)
DEVELOPER:
GS Carlsbad West Oaks Owner, LLC, a Delaware limited liability company
By: GS CARLSBAD WEST OAKS LLC, a Delaware limited liability company
By GS Carlsbad West Oaks Manager LLC
By: Greystar Development Manager, LLC, a Delaware limited liability company
~~~.,l~
Title: Vice President ~~~.,~
Title: \l\c::..e:~~
Proper notarial acknowledgment of execution by Developer must be attached.
S!!B Attached Fonn For Notary
Ll~k§hi! l'h@nnekoon Knox, Notary Public
Dated-OGl\% \ ~02G
9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
~-~-·?&, ~~~~~~~~~~~~~~-~·-,6-~~~~-~~-:{',-~--~~-~~
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 Los Angeles
On l}:u ne \8-t\. , 'l0'2.(; before me, Upeksha Thennakoon Knox, Notary Public
Date Here Insert Name and Title of the Officer
personally appeared ___ :-R~~a_u~\_t~_•_---~l_g_~O)~=e~'Z.~--------------
Name(s) of Signer(s)
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 PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
~ : 7 ,: 0
u~K;A ~HE;N;O;N :o; ~
Notary Public -California
Los Angeles County i
Commission# 2470248 -
My Comm, Expires Nov 8, 2027
Place Notary Seal Above
----------------OPTIONAL----------------
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: F\fA>r&ab\e tious\ ~ ~yeR.men l; -1m po S \o ~
Document Date: 'Re sb-ic..tiof\S OnJ5eo.\ '.Pro pe.rht Number of Pages: __ \_o __ _
Signer(s) Other Than Named Above: ____ -______ _d----""-------------
Capacity(ies) Claimed by Signer(s)
Signer's Name:--------~--~
~rporate Officer -Title(s): \JI<:.e'B:es\d.eot"
D Partner -D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other: _____________ _
Signer Is Representing: _________ _
Signer's Name: ____________ _
D Corporate Officer -Title(s): ______ _
D Partner -D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other: ____________ _
Signer Is Representing: _________ _
EXHIBIT A
LEGAL DESCIPTION
Real property in the City of Carlsbad, County of San Diego, State of California, described as
follows:
Parcel 1: (APN(s): 212-110-01-00 through 212-110-08-00)
Lots 1 through 8, inclusive of CARLSBAD TRACT NO. 82-4 PALOMAR OAKS II, in the City of
Carlsbad, County of San Diego, State of California, according to Map Thereof No. 11358, filed in
the Office of the County Recorder of San Diego County, October 23, 1985.
Parcel 2: (APN: 212-040-26-00)
That portion of that certain parcel of land shown and designated as "Description No. 3, 78.07
acres" on record of Survey Map No. 5715, filed in the Office of the County Recorder of San
Diego County, December 19, 1960, being a portion of Lot "G" of the RANCHO AGUA
HEDIONDA, in the City of Carlsbad, County of San Diego, State of California, according to Map
No. 823, filed in the Office of the County Recorder of San Diego County, November 16, 1896,
described as follows:
Beginning at the most Southerly corner of said Parcel 3; thence along the Northeasterly line of
Parcel 3, North 39°35'10" West, 1666.97 feet to the intersection with the center line of county
road survey 1534 as shown on said record of Survey Map No. 5715, being a point on the arc of
a 1200 foot rad ius curve, concave Southwesterly in said center line, a radial line of which bears
North 26°52'26" East to said point; thence Northwesterly along the arc of said curve through a
central angle of 13°52'31" a distance of 290.60 feet to Engineer's Station 99 plus 50.00 of said
road survey 1534; thence along a radial line of said curve, South 12°58'19" West to the
Southwesterly line of said parcel designated as "Description No. 3" being the true Point of
Beginning; thence retracing North 12°58'19" East to said 1200 foot Radius curve in the center
line of county road survey 1534; thence Westerly along said curve, 39.26 feet to the Westerly
end thereof; thence along said center line tangent to said curve North 78°54'09" West 110.74
feet; thence Southerly in a straight line to the most Northerly corner of that parcel of land
designated as "Description No. 5, 103.54 acres" on said record of Survey Map No. 5715; thence
along the Northeasterly line thereof, being the Southwesterly line of said "Description No. 3",
South 57°12'36" East to the true Point of Beginning.
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EXHIBIT B
PHASING SCHEDULE FOR WEST OAKS
Schedule of Construction Market Rate Number of Certificate of
Activities/ Building Permits Market Rate Occupancy
Triggers for Release of Released Building
Building Permits Permits
(150total)
Affordable Housing Grading permits 0 No certificate of
Agreement executed by and public occupancy
both parties improvement
permits
Affordable Housing Building permit for 0 No restriction
Agreement recorded club house
concurrent with Building permits 0 No restriction
recording of Final Map for Affordable
Units (42 total,
building 1-2)
Building 150 total Market rate units
permits for (100%) may proceed with
buildings 3-9 construction, but will
not be approved for
temporary certificate
of occupancy
Commencement of Market rate buildings
construction of the 5-9 can receive
Affordable Units, which temporary certificate
means certification of of occupancy when
pads and building construction of
framing construction Affordable Units are
activity underway underway
Completion of the Market rate
Affordable Units, which buildings 3-4 may
means temporary receive certificate of
certificate of occupancy occupancy when
or equivalent Affordable Unit
complete
construction and
receive certificate
of occupancy or
equivalent