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HomeMy WebLinkAbout; Quarry Creek CIC LP; 2016-0596460; Affordable Housing-Regulatory Agreement & Dec. of Restrictive CovenantsRECORDING REQUESTED BY: FIRST AMERICAN TITLE-HSD ' WHEN RECORDED MAIL TO: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: Housing & Neighborhood Services Director No fee for recording pursuant to Government Code Section 27383 5 {J(/"1 ¥JI -(p DOC# 2016-0596460 111111111111 lllll 111111111111111111111111111111 IIIII IIIII IIIII IIII IIII Nov 02, 2016 03:26 PM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES: $87.00 PCOR: N/A PAGES: 20 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (Quarry Creek Low Income Affordable Apartments) This Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement") is made and entered into as of November 1, 2016 (the "Agreement Date"), by and between the City of Carlsbad, a municipal corporation (the "City"), and Quarry Creek CIC, LP, a California limited partnership (the "Developer"). RECITALS 1. The City and the Developer have entered into a Loan Agreement (the "Loan Agreement") under which the City agreed to loan up to One Million Two Hundred Eighty Thousand Dollars ($1,280,000) ("Loan") to the Developer to finance the development of a sixty four (64)-unit affordable apartment complex ("Development") on certain real property in the City of Carlsbad owned by the Developer and more particularly described in Exhibit A attached to and incorporated herein ("Property"). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Loan Agreement. 2. In consideration of receipt of the Loan, the Developer has further agreed to observe all the terms and conditions set forth below. 3. In order to ensure that the entire Development will be used and operated in accordance with these conditions and restrictions, the City and the Developer wish to enter into this Agreement. THEREFORE, the City and the Developer hereby agree as follows: 1010101\1934178.3 ARTICLE 1. DEFINITIONS Section 1.1 Definitions. When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Article 1. (a) "Actual Household Size" shall mean the actual number of persons in the applicable household. (b) "Adjusted Income" shall mean the total anticipated annual income of all persons in a household, as calculated in accordance with 25 California Code of Regulations Section 6914 or pursuant to a successor State housing program that utilizes a reasonably similar method of calculation of adjusted income. In the event that no such program exists, the Agency shall provide the Owner with a reasonably similar method of calculation of adjusted income as provided in said Section 6914. (c) "Agreement" shall mean this Regulatory Agreement and Declaration of Restrictive Covenants. (d) "Agreement Date" shall mean the date of this Agreement as set forth above. ( e) "Assumed Household Size" shall have the meaning set forth in Section 2.2(d). The definition is utilized to calculate affordable rent and is not intended to be a limit on the number of persons occupying a unit. (f) "City" shall mean the City of Carlsbad, a municipal corporation. (g) "Loan" shall mean the funds loaned to the Developer by the City pursuant to the Loan Agreement. (h) "Deed of Trust" shall mean the deed of trust of even date herewith in favor of the City on the Developer's fee interest in the Property which secures repayment of the Loan and performance of this Agreement. (i) "Developer" shall mean Quarry Creek CIC, LP, a California limited partnership, and its permitted successors and assigns. G) "Development" shall mean the Property and the sixty four (64) residential units to be constructed on the Property, as well as any additional improvements, and all landscaping, roads and parking spaces existing thereon, as the same may from time to time exist. (k) "Loan Agreement" shall mean that certain Loan Agreement dated concurrently herewith by and between the City and the Developer. 2 1010\01\1934178.3 (1) "Lower Income Household" shall mean a household with an Adjusted Income that does not exceed the qualifying limits for lower income households, as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937, and as published by the US Department of Housing and Urban Development and/or the State of California Department of Housing and Community Development. (m) "Lower Income Units" shall mean any of the Units which, pursuant to Section 2.1 below, are required to be occupied by Lower Income Households. (n) "Median Income" shall mean the median gross yearly income, adjusted for Actual Household Size or Assumed Household Size as specified herein, in the County of San Diego, California, as published from time to time by the United States Department of Housing and Urban Development ("HUD") and the State of California. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen ( 18) months, the City shall provide the Developer with other income determinations which are reasonably similar with respect to methods of calculation to those previously published by HUD and the State. (o) "Other Income Household" shall mean a household with an Adjusted Income which does not exceed ninety percent (90%) of Median Income, adjusted for Actual Household Size. (p) "Other Income Units" shall mean the Units which, pursuant to Section 2.1 below, are required to be occupied by Other Households. (q) "Property" shall mean the real property described in Exhibit A attached hereto and incorporated herein. (r) "Rent" shall mean the total of monthly payments by the Tenant of a Unit for the following: use and occupancy of the Unit and land and associated facilities, including parking; any separately charged fees or service charges assessed by the 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, cooking and refrigeration fuel, but not telephone service or cable TV; and any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the Developer, and paid by the Tenant. (s) "Tenant" shall mean a household legally occupying a Unit pursuant to a valid lease with the Developer. (t) "Term" shall mean the term of this Agreement, which shall commence on the Agreement Date and shall continue for fifty-five (55) years. (u) "Unit(s)" shall mean one (1) or all of the sixty four (64) rental units to be constructed on the Property, with the exception of the manager unit. 3 1010\01\1934178.3 (v) 11Very Low Income Household11 shall mean a household with an Adjusted Income that does not exceed the qualifying limits for very low income households, as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 193 7, and as published by the U.S. Department of Housing and Urban Development and/or the State of California Department of Housing and Community Development. (w) 11Very Low Income Rent11 shall mean the maximum allowable rent for a Very Low Income Unit pursuant to Section 2.2(a) below. (x) 11Very Low Income Units11 shall mean any of the Units which, pursuant to Section 2.1 below, are required to be occupied by Very Low Income Households. ARTICLE 2. AFFORDABILITY AND OCCUPANCY COVENANTS Section 2.1 Occupancy Requirements. The Developer shall regulate the use and occupancy of the Units in the following manner: Very Low Lower Other Income Total One Bedroom 2 10 0 12 Two Bedroom 3 29 0 32 Three Bedroom 2 17 1 20 Total 7 56 1 64 Section 2.2 Allowable Rent. (a) Very Low Income Rent. Subject to the provisions of Section 2.3 below, the Rent charged to Tenants of the Very Low Income Units shall not exceed one-twelfth (1112th) of thirty percent (30%) of fifty percent (50%) of Median Income, adjusted for Assumed Household Size. (b) Lower Income Rent. Subject to the provisions of Section 2.3 below, the Rent charged to Tenants of the Lower Income Units shall not exceed one-twelfth (1112th) of thirty percent (30%) of sixty percent (60%) of Median Income, adjusted for Assumed Household Size. (c) Other Income Rent. Subject to the provisions of Section 2.3 below, the Rent charged to Tenants of the Other Income Units shall not exceed one-twelfth (1112th) of thirty percent (30%) of one hundred percent (100%) of Median Income, adjusted for Assumed Household Size. 4 1010\01\1934178.3 ( d) Assumed Household Size. In calculating the allowable Rent for the Units, the following Assumed Household Sizes shall be utilized ( except that if any federal statutes or regulations require use of alternate household size assumptions in calculating rents, such federally-or state-mandated household size assumptions shall be used instead of the assumptions provided below): Number of Bedrooms One Two Three Assumed Household Size 1.5 3 5 (e) Approval of Rents for Units. Initial rents for all Units shall be approved by the City prior to occupancy. All rent increases for all Units shall also be submitted to the City for approval not less than thirty (30) days before notice is given to the affected Tenant and shall be imposed only if in compliance with this Agreement. The City shall provide the Developer with a schedule of maximum permissible rents for the Units annually. Section 2.3 Increased Income of Tenants. (a) Increased Income Over Very Low Income. In the event, upon recertification of a Tenant's household's income, the Developer determines that a former Very Low Income Household has an Adjusted Income that exceeds the qualifying income for a Very Low Income Household, respectively, but has an Adjusted Income not exceeding the qualifying limit for a Lower Income Household, upon expiration of the Tenant's lease, and sixty (60) days' written notice to the Tenant, the Rent may be increased to one-twelfth (1112th) of thirty percent (30%) of sixty percent (60%) of Median Income, and the Owner shall rent the next available Unit to a Very Low Income Household to comply with the requirements of Section 2.1 above. (b) Increased Income Over Lower Income. In the event that, following recertification of a Tenant's income, the Developer determines that a former Very Low Income Household or Lower Income Household has an Adjusted Income that exceeds the qualifying limit for a Very Low or Lower Income Household but does not exceed ninety percent (90%) of Median Income, adjusted for Actual Household Size, then, upon expiration of the Tenant's lease and sixty (60) days' written notice to the Tenant, such household's Unit shall be considered an Other Unit, and the Rent may be increased to one-twelfth (I/12th) of thirty percent (30%) of ninety percent (90%) of Median Income, and the Developer shall rent the next available Unit to a a Very Low Income Household or Lower Income Household to comply with the requirements of Section 2.1 above, as appropriate to maintain compliance with the rent restrictions set forth within this agreement . (c) Increased Income Over 90% of Median Income. If, upon recertification of a Tenant's income, the Developer determines that a Tenant has an Adjusted Income exceeding ninety percent (90%) of Median Income, adjusted for Actual Household Size, such Tenant shall be permitted to continue to occupy the Unit, and, upon expiration of the Tenant's lease, and sixty (60) days' written notice to the Tenant, the Rent may be increased to one-twelfth (1112 th) of thirty percent (30%) of the Tenant's actual Adjusted Income, and the Unit shall continue to be 5 IO I 0\0 I \1934178.3 classified as a Other Unit until the Tenant vacates the Unit at which time the Unit shall be re- rented to an income-eligible household to meet the requirements of Section 2.1. (d) Termination of Occupancy. Upon termination of occupancy of a Unit by a Tenant, such Unit shall be deemed to be continuously occupied by a household of the same income level (e.g., Very Low Income Household, Lower Income Household, or Other Income Household) as the income level of the vacating Tenant, until such Unit is reoccupied, at which time the income character of the Unit (e.g., Very Low Income Household, Lower Income Household, or Other Income Household) shall be redetermined. Section 2.4 Tax Credit Rules. To the extent the provisions of this Agreement, regarding Adjusted Income, assumed household size or increased income of Tenants, conflict with requirements applicable to any Units regulated by a low income housing tax credit regulatory agreement, such that the Developer cannot comply with both the tax credit requirements and the requirements of this Agreement, the Developer shall so notify the City and may comply with the tax credit requirements regarding Adjusted Income, assumed household size or increased income in lieu of the requirements of this Agreement. ARTICLE 3. INCOME CERTIFICATION AND REPORTING Section 3.1 Income Certification. The Developer shall obtain, complete and maintain on file, immediately prior to initial occupancy and annually thereafter, income certifications from each Tenant renting any of the Units (excluding the manager's Unit). The Developer shall make a good faith effort to verify that the income provided by an applicant or occupying household in an income certification is accurate by taking one or more of the following steps as a part of the verification process: (1) obtain a pay stub for the most recent pay period; (2) obtain an income tax return for the most recent tax year; (3) conduct a credit agency or similar search; (4) obtain an income verification form from the applicant's current employer; (5) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (6) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. Copies of tenant income certifications shall be available to the City upon request. Section 3.2 Annual Report to the City. The Developer shall submit to the City (a) not later than the ninetieth (90th) day after the close of each calendar year, or such other date as may reasonably be requested by the City, a statistical report, including income and rent data for all Units covered by this Agreement, setting forth the information called for therein, and (b) within fifteen ( 15) days after receipt of a written request, any other information or completed forms requested by the City in order to comply with reporting requirements of the State of California and the City. I 010\01\1934178.3 6 Section 3.3 Additional Information. The Developer shall provide any additional information reasonably requested by the City. The City shall have the right to examine and make copies of all books, records or other documents of the Developer which pertain to the Development. Section 3 .4 Records. The Developer shall maintain complete, accurate and current records pertaining to the Development, and shall permit any duly authorized representative of the City to inspect records, including records pertaining to income and household size of Tenants. All Tenant lists, applications and waiting lists relating to the Development shall at all times be kept separate and identifiable from any other business of the Developer and shall be maintained as required by the City, in a reasonable condition for proper audit and subject to examination during business hours by representatives of the City. The Developer shall retain copies of all materials obtained or produced with respect to occupancy of the Units for a period of at least five (5) years. Section 3.5 On-site Inspection. The City shall have the right to perform an on-site inspection of the Development at least one (1) time per year. The Developer agrees to cooperate in such inspection. If the City desires to inspect the interior of the Units, the City shall give Developer sufficient notice to allow the Developer to give seventy-two (72) hours' notice to residents. Such right to annually inspect the Development shall be addition to the City's right to inspect the Development in accordance with the City's municipal code as may be amended from time to time. ARTICLE 4. OPERATION OF THE DEVELOPMENT Section 4.1 Residential Use. The Development shall be operated only for residential use. No part of the Development shall be operated as transient housing or for any other purpose than residential. Section 4.2 Compliance with Loan Agreement. The Developer shall comply with all the terms and provisions of the Loan Agreement. Section 4.3 Taxes and Assessments. The Developer shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. 7 IO I 0\01\1934178.3 In the event Developer exercises its right to contest any tax, assessment, or charge against it, Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest. The Developer shall not apply for a property tax exemption for the Property under any provision of law, except pursuant to Revenue and Taxation Section 2 l 4(g), without the City's prior written consent. Section 4.4 Preference to Displacees. The Developer shall give a preference in the rental of any Units to eligible households displaced by activity of the City upon receiving a written request of the City regarding such displacement. ARTICLE 5. PROPERTY MANAGEMENT AND MAINTENANCE Section 5.1 Management Responsibilities. The Developer is responsible for all management functions with respect to the Development, including without limitation the selection of Tenants, certification and recertification of household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The City shall not have any responsibility over management of the Development. The Developer shall retain a professional property management company approved by the City in its reasonable discretion to perform its management duties hereunder as set forth below. A resident manager shall also be required. Section 5.2 Management Agent. The Development shall at all times be managed by an experienced management agent reasonably acceptable to the City, with demonstrated ability to operate residential facilities like the Development in a manner that will provide decent, safe, and sanitary housing (as approved, the "Management Agent"). The City hereby approves CIC Management, Inc., a California corporation, as the initial Management Agent. The Developer shall submit for the City's approval the identity of any other proposed Management Agent. The Developer shall also submit such additional information about the background, experience and financial condition of any proposed Management Agent as is reasonably necessary for the City to determine whether the proposed Management Agent meets the standard for a qualified Management Agent set forth above. 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 Developer in writing. If the proposed Management Agent is disapproved by the City, the disapproval shall state with reasonable specificity the basis for disapproval. Thereafter, the Developer shall submit a different proposed Management Agent, and submit such additional information about the background, experience and financial condition of the proposed Management Agent as is reasonably necessary for the City to determine whether the proposed 8 I 010\01 \1934178.3 Management Agent meets the standard for a qualified Management Agent set forth above. Only upon the written approval of the City of the Developer's proposed Management Agent shall constitute the Developer's compliance with this Section. Section 5.3 Periodic Performance Review. The City reserves the right to conduct an annual (or more frequently, if deemed necessary by the City) review of the management practices and financial status of the Development, including the performance of the Management Agent. The purpose of each periodic review will be to enable the City to determine if the Development is being operated and managed in accordance with the requirements and standards of this Agreement. The Developer shall cooperate with the City in such reviews. Section 5.4 Replacement of Management Agent. If, as a result of a periodic review, the City determines in its reasonable judgment that the Development is not being operated and managed in accordance with any of the material requirements and standards of this Agreement, the City shall deliver notice to Developer and its investor limited partner of its intention to cause replacement of the Management Agent, including the reasons therefor. Within fifteen (15) days after receipt by Developer of such written notice, City staff and the Developer shall meet in good faith to consider methods for improving the financial and operating status of the Development, including, without limitation, replacement of the Management Agent. If, after such meeting, City staff recommends in writing the replacement of the Management Agent, Developer shall promptly dismiss the then Management Agent, and shall appoint as the Management Agent a person or entity meeting the standards for a Management Agent set forth in Section 5.2 above and approved by the City and investor limited partner pursuant to Section 5.2 above. Any contract for the operation or management of the Development entered into by Developer shall provide that the contract can be terminated as set forth above. Failure to remove the Management Agent in accordance with the provisions of this Section shall constitute default under this Agreement, and the City may enforce this provision through legal proceedings as specified in Section 6.8. Section 5.5 Approval of Management Policies. The Developer shall submit its written management policies with respect to the Development to the City for review, and shall amend such policies in any way necessary to ensure that such policies comply with the provisions of this Agreement. Section 5.6 Property Maintenance. The Developer agrees, for the entire Term of this Agreement, to maintain all interior and exterior improvements, including landscaping, on the Property in good condition and repair (and, 1010\01\1934178.3 9 as to landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances, orders and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials (reasonable wear and tear excepted). The City places prime importance on quality maintenance to protect its investment and to ensure that all City-assisted affordable housing projects within the City are not allowed to deteriorate due to below-average maintenance. Normal wear and tear of the Development will be acceptable to the City assuming the Developer agrees to provide all necessary improvements to assure the Development is maintained in good condition. The Developer shall make all repairs and replacements necessary to keep the improvements in good condition and repair. In the event that the Developer breaches any of the covenants contained in this section and such default continues for a period often (10) days after written notice from the City with respect to graffiti, debris, and waste material, or thirty (30) days after written notice with respect to general maintenance, landscaping and building improvements, (and subject to any stricter requirements included in any applicable City ordinance) then the City, in addition to whatever other remedy it may have at law or in equity, shall have the right to enter upon the Property and perform or cause to be performed all such acts and work necessary to cure the default. Pursuant to such right of entry, the City shall be permitted (but is not required) to enter upon the Property and perform all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Property, and to attach a lien on the Property, or to assess the Property, in the amount of the reasonable expenditures arising from such acts and work of protection, maintenance, and preservation by the City and/or costs of such cure, including an administrative charge equal to fifteen percent ( 15%) of such expenditures, which amount shall be promptly paid by the Developer to the City upon demand. ARTICLE 6. MISCELLANEOUS Section 6.1 Lease Provisions. The Developer shall use a form of Tenant lease approved by the City. The form of Tenant lease shall also comply with all requirements of this Agreement, and the Loan Agreement, and shall, among other matters: (a) provide for termination of the lease and consent by the Tenant to immediate eviction for failure: (1) to provide any information required under this Agreement or reasonably requested by the Developer to establish or recertify the Tenant's qualification, or the qualification of the Tenant's household, for occupancy in the Development in accordance with the standards set forth in this Agreement, or (2) to qualify as a Very Low Income Household, Lower Income Household, or Other Income Household as a result of any material misrepresentation made by such Tenant with respect to the income computation or certification; and 10 IO I 0\0 I \1934178.3 (b) be for an initial term of not less than one (1) year, and provide for no Rent increase during such year. After the initial year of tenancy, the lease may be month to month by mutual agreement of the Developer and the Tenant, however the Rent may not be raised more often than once every twelve (12) months. The Developer will provide each Tenant with at least sixty (60) days' written notice of any increase in Rent applicable to such Tenant, and with such further notice as may be required by Section 2.3 above. Section 6.2 Nondiscrimination. All of the Units shall be available for occupancy on a continuous basis to members of the general public who are income eligible. The Developer shall not give preference to any particular class or group of persons in renting the Units, except to the extent that the Units are required to be leased to Very Low Income Households, Lower Income Households, and Other Income Households. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income (e.g., SSI), age, ancestry, or disability, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Unit nor shall the Developer or any person claiming under or through the Developer, 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, sublessees, subtenants, or vendees of any Unit or in connection with the employment of persons for the construction, operation and management of any Unit. All deeds, leases or contracts made or entered into by Developer as to the Units or the Development or portion thereof, shall contain covenants concerning discrimination as prescribed by the Loan Agreement. Section 6.3 Section 8 Certificate Holders. The Developer will accept as Tenants, on the same basis as all other prospective Tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act of 1937, as amended, or its successor. The Developer shall not apply selection criteria to Section 8 certificate or voucher holders that are more burdensome than criteria applied to all other prospective Tenants, nor shall the Developer apply or permit the application of management policies or lease provisions with respect to the Development which have the effect of precluding occupancy of units by such prospective Tenants. Section 6.4 Term. The provisions of this Agreement shall apply to the Property for the entire Term. This Agreement shall bind any successor, heir or assign of the Developer, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by the City. The City makes the Loan on the condition, and in consideration of, this provision, and would not do so otherwise. 11 1010\01\1934178.3 Section 6.5 Compliance with Loan Agreement and Program Requirements. The Developer's actions with respect to the Property shall at all times be in full conformity with: (i) all requirements of the Loan Agreement; and (ii) all requirements imposed on projects assisted with the City monies, as may be amended from time to time. Section 6.6 Notice of Expiration of Term. At least six (6) months prior to the expiration of the Term the Developer shall provide by first-class mail, postage prepaid, a notice to all Tenants in the Units containing (a) the anticipated date of the expiration of the Term, (b) any anticipated Rent increase upon the expiration of the Term, (c) a statement that a copy of such notice will be sent to the City, and (d) a statement that a public hearing may be held by the City on the issue and that the Tenant will receive notice of the hearing at least fifteen (15) days in advance of any such hearing. The Developer shall also file a copy of the above-described notice with the City. Section 6.7 Covenants to Run With the Land. The City and the Developer hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Property, provided, however, that on the expiration of the Term of this Agreement said covenants and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any portion thereof, shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases such conveyed portion of the Property from the requirements of this Agreement. Section 6.8 Default by the Developer; Enforcement by the City. If the Developer fails to perform any obligation under this Agreement (including but not limited to the failure to rent the Units as set forth in Article 2), and fails to cure the default within thirty (30) days after the City has notified the Developer, and the Developer's investor limited partner, in writing of the default or, if the default cannot be cured within thirty (30) days, fails to commence to cure within thirty (30) days and thereafter diligently pursue such cure and complete such cure within ninety (90) days, or such longer period as approved by the City in writing, the City shall have the right to enforce this Agreement by any or all of the following actions, or any other remedy provided by law: (a) Calling the Loan. The City may declare a default under the Loan Agreement, and declare the Loan due and payable and proceed with foreclosure under the Deed of Trust, subject to all terms and conditions set forth therein. (b) Action to Compel Performance or for Damages. The City may bring an action at law or in equity to compel the Developer's performance of its obligations under this Agreement, and/or for damages. 1010\01\1934178.J 12 ( c) Remedies Provided Under Loan Agreement. The City may exercise any other remedy provided under the Loan Agreement. Section 6. 9 Recording and Filing. The City and the Developer shall cause this Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of San Diego. Section 6.10 Governing Law. This Agreement shall be governed by the laws of the State of California. Section 6.11 Waiver of Requirements. Any of the requirements of this Agreement may be expressly waived by the City in writing, but no waiver by the City of any requirement of this Agreement shall, or shall be deemed to, extend to or affect any other provision of this Agreement. Section 6.12 Amendments. This Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records of the County of San Diego. Section 6.13 Notices. Any notice requirement set forth herein shall be deemed to be satisfied one (1) day after mailing of the notice by reputable overnight delivery service or three (3) days after mailing of the notice by first-class United States certified mail, postage prepaid, addressed to the appropriate party as follows: Developer: and a copy to: and a copy to: 1010\01\1934178.3 Quarry Creek CIC, LP C/O Chelsea Investment Corp 6339 Paseo del Lago Carlsbad, CA 92011 Attn: Project Manager Odu & Associates, PC 2195 Queensberry Road Pasadena, CA 91104 Attn: Nkechi C. Odu, Esq. Telephone No: (626) 692-6429 13 and a copy to: Raymond James Tax Credit Fund XX L.L.C. C/0 Raymond James Tax Credit Funds, Inc. 880 Carillon Parkway St. Petersburg, FL 33716 Attn: Steven J. Kropf, President Fax No.: (727) 567-8455 Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. Fifth St., 64th Floor Los Angeles, CA 90071 Attn: Kyle Arndt, Esq Fax No.: (213) 239-0410 City: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: Housing & Neighborhood Services Director Such addresses may be changed by notice to the other party given in the same manner as provided above. Section 6.14 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby. Section 6.15 Multiple Originals; Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 14 1010\01\1934178.3 IN WITNESS WHEREOF, the City and the Developer have executed this Agreement by duly authorized representatives, as of the last date written below. 1010\01\1934178.3 Developer: QUARRY CREEK, CIC, LP, a California limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit corporation, its Managi g Gen~rtn~~f _ _ _ _ __ By: . ~ Juan P. Arroyo Executive Vice President By: CIC Quarry Creek, LLC, a California limited liability company, its Administrative General Partner By: Chelsea Investment Corporation, a Cali rnia corporation, its Manager By: President Signatures Continue on Following Page 15 City: CITY OF CARLSBAD, a municipal corporation By:~~ Name: ~~ T~M--h Its: 1/z;> 1?zr¥1:{J:r7 11/f&r,, ek APPROVED AS TO FORM: 16 1010\01\1934178.3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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 .Cao O ~-c.eo On ¾ ...i "l:>t .-,2 3, ,.J..q, (,c before me, L,w" c; c. Trw; M ~,e '.'.:) 1 A /c ~~ P.,.. b 1. · c. Date . Here Insert Name and Title of the fficer personally appeared &ry T /2p.rf::.)cc; n Namef:;,Yof Signer(;>)- who proved to me on the basis of satisfactory evidence to be the person(a)' whose name'8}' is/af& subscribed to the within instrument and acknowledged to me that hcisf:19/they-executed the same in his.LhQF,4l=leir authorized capacity,Oes), and that by his.ihiir:/tl=loif signatureM on the instrument the person{g)', or the entity upon behalf of which the person.{6)' acted, executed the instrument. Place Notary Sea/ Above I certify under PENALTY OF PERJURY under the laws of.the State of California-that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature~ j~ -#Q :tfO Signature of Notary Publ ----------------OPT/ONAL---------------- Though this section is optional, completing this information can deter alteration of.the document or · fraudulent reattachment of this form to an unintended document. Descrip · of Attached Document Trtle or Type o Document Date: ----=....,:::.. ____ _ Number of Pages: --'"""""-..::::.Signer(s) Other Than Named Above: -----o;,'"""'-------- Capacity{ies) Claimed by Signer Signer's Name:-----,-,------~"""'"'- □ Corporate Officer -Title(s): _______ ....... □ Partner -□ Limited □ General D Individual □ Attorney in Fact □ Trustee D Guardian or Conse D Other:---------::,,~---- Signer Is Representing:--""-------- otary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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. 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. G. R. WITHERS _ Commission # 2077549 ~ Notary Public -California ~ j San Diego County ~ • a • • o cMl goTT· ;Xfi~s.5~p J,}~1 e( Place Notary Sea/ Above I certify under PENAL 1Y OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature @&k/2-IA/4 .:5 L Signature of Notary Public ---------------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: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: _____________ _ D Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 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 Califor who proved to me on the basis of satisfactory evidence to be the person{st whose name(s-) is.Lafe subscribed to the within instrument and acknowledged to me that fte/she/they· executed the same in Ais/herAAeff:.authorized capacityties)", and that by<Ris/her/thetrsignature(et-on the instrument the persoft{st; or the entity upon behalf of which the person(s) acted, executed the instrument. r O O O O O O O ·i. r~~:ERs° 0 0 ·t • Commission II 2077549 i Notary Public -California ~ z San Diego County ~ J. • • ~ • .MJ gozi'D·:;Xfir:s.5!PJ,}~1il Place Notary Seal Above 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. S~nature v1,r:R lr ,,:{)-h£4 $ ~Signature of Notary Public ----------------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: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ___________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ___________ _ □ Corporate Officer -Title(s): _____ _ D Corporate Officer -Title(s): _____ _ □ Partner -D Limited D General D Partner -□ Limited D General D Individual D Attorney in Fact D Individual □ Attorney in Fact D Trustee □ Guardian or Conservator □ Trustee D Guardian or Conservator D Other: _____________ _ □ Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT A (Legal Description) . !he land is situated in the State of Carifo~a, County of San Diego, City of Carlsbad d 1s described as follows: , an PARCEL A: PARCEL 1 OF PARCEL MAP NO. 21373, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 17, 2016 AS FILE NO. 2016-7000344 OF OFFICIAL RECORDS. PARCEL B: A NONEXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR ACCESS ON, OVER AND ACROSS THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 21373, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 17, 2016 AS FILE NO. 2016-7000344 OF OFFICIAL RECORDS, SHOWN ON SAID MAP AS "COVENANT OF PRIVATE ACCESS EASEMENT OVER PARCEL 2 FOR THE BENEFIT OF PARCEL 1", AND A NONEXCLUSIVE EASEMENT FOR THE CONVEYANCE OF STORM WATER RUNOFF AND DRAINAGE WATER, ON, OVER, THROUGH AND ACROSS THOSE PORTIONS OF SAID PARCEL 2 OF PARCEL MAP 21373, SHOWN ON SAID MAP AS "COVENANT OF PRIVATE EASEMENT FOR CROSS-LOT DRAINAGE OVER A PORTION OF PARCEL 2 IN FAVOR OF PARCEL 1", AS SET FORTH IN THAT CERTAIN "EASEMENT AND MAINTENANCE AGREEMENT", RECORDED OCTOBER 27, 2016 AS INSTRUMENT NO. 2016-0580873 OF OFFICIAL RECORDS. A-1 1010\01\1934178.3