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AHA-2024-006RESOLUTION NO. AHA -2024-006 A RESOLUTION OF THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY APPROVING A PRELIMINARY FUNDING AWARD LETTER AND GROUND LEASE OPTION AGREEMENT, IN SUBSTANTIAL FORM, FOR THE TAMPICO MOTEL CONVERSION AFFORDABLE RENTAL HOUSING DEVELOPMENT LOCATED AT 120 S. STATE COLLEGE BOULEVARD BETWEEN THE ANAHEIM HOUSING AUTHORITY AND JAMBOREE HOUSING CORPORATION; APPROVING A COOPERATION AGREEMENT (TAMPICO MOTEL CONVERSION) BETWEEN THE ANAHEIM HOUSING AUTHORITY AND THE CITY OF ANAHEIM; AUTHORIZING THE EXECUTIVE DIRECTOR, OR HER DESIGNEE, TO EXECUTE AND ADMINISTER THE PRELIMINARY FUNDING AWARD LETTER ON BEHALF OF THE AUTHORITY; AUTHORIZING THE EXECUTIVE DIRECTOR OR HER DESIGNEE, TO ENTER INTO SUBSEQUENT AGREEMENTS NECESSARY TO IMPLEMENT THE PROJECT, PROVIDED THAT SUCH AGREEMENTS DO NOT MATERIALLY INCREASE OR EXTEND THE ASSISTANCE PROVIDED BY THE HOUSING AUTHORITY UNDER THE PRELIMINARY FUNDING AWARD LETTER; AND MAKING CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH WHEREAS, the Anaheim Housing Authority ("Authority") is a California housing authority duly organized and existing under the California Housing Authorities Law, Part 2 of Division 24, Section 34200, et seq., of the Health and Safety Code ("HAL"), and has been authorized to transact business and exercise the power of a California housing authority pursuant to action of the City Council ("City Council") of the City of Anaheim; and WHEREAS, the City of Anaheim ("City") is a California municipal corporation and charter city; and WHEREAS, the City is a participating jurisdiction with the United States Department of Housing and Urban Development ("HUD") that has received funds ("HOME -ARP Funds") from HUD pursuant to Title II of the Cranston Gonzalez National Affordable Housing Act (42 U.S.C. 12701 12839) and the HOME Program regulations codified at 24 CFR Part 92, as amended by the "2013 HOME Final Rule" at 24 CFR Part 92 (Complete Rule) and CPD 21-10 (together, "HOME Program"); and WHEREAS, the HOME Program has, among its purposes, the strengthening of public-private partnerships to provide more affordable housing, and particularly to provide decent, safe, sanitary, and affordable housing, with primary attention to housing for very low income and lower income households in accordance with the HOME Program; and WHEREAS, the HOME -ARP Funds are used by the Authority, as a participating jurisdiction, to carry out multi-year housing strategies through acquisition, rehabilitation, and new construction of housing for target income persons and families; and WHEREAS, CalOptima Health is a public agency formed pursuant to California Welfare and Institutions Code Section 14087.54 and Orange County Ordinance No. 3896, as amended. CalOptima's mission is to serve member health with excellence and dignity, respecting the value and needs of each person. CalOptima Health has designated certain Board -approved Homeless Health Care Initiative funds to fund Homeless and Housing Incentive Program ("HHIP") projects. CalOptima finds that the grant project is a community program that supports and is compatible with CalOptima's mission and desires to assist grantee in undertaking its project by providing financial support in accordance with CalOptima's policies and procedures. WHEREAS, in July 2019, the State of California established the Homeless Housing, Assistance, and Preventing Program ("HHAP") pursuant to Chapter 159 of Assembly Bill No. 101 (2018- 2019 Reg. Sess.), which is administered by the California Homeless Coordinating and Financing Council ("HCFC") in the Business, Consumer Services and Housing Agency ("BCSH"), and provides flexible block grant funds to support local jurisdictions provide a unified regional response to reduce and end homelessness. The State of California hag designated certain Homeless Housing, Assistance and Prevention ("HHAP") funds to programs which provide a unified regional response to reduce and end homelessness. WHEREAS, Jamboree Housing Corporation, a California nonprofit public benefit corporation ("Developer"), has proposed to the Authority that Developer and the Authority negotiate and thereafter enter into a comprehensive Affordable Housing Agreement ("AHA") concerning the development and operation of an affordable rental housing project consisting of approximately thirty-two (32) rental units (the "Project") to be located on an approximately 0.51 acre site consisting of Authority -owned land located at 120 S. State College Boulevard (the "Site"). Substantial aspects of the Project and the AHA remain in progress and under negotiation; and WHEREAS, Developer is proposing that Authority make available for the Project certain amounts of funds held by the City under the HOME Programs, CalOptima HHIP, and/or HHAP; and WHEREAS, the City and Authority are prepared to consider execution of a Cooperation Agreement by and between City and Authority pursuant to which the City would agree to contribute HOME -ARP Funds, CalOptima HHIP funds, and/or HHAP funds to the Project; and WHEREAS, Developer and the staff of the Authority have proposed a letter in the form submitted herewith (the "Preliminary Award Letter") which sets forth certain aspects of the proposed Project, including the intention of the Developer to submit an Application for Tax Credit funds; and WHEREAS, Developer is experienced in the construction, development, operation and management of high quality housing that is affordable to persons and households of low, very low and extremely low income in Southern California, including, without limitation, dwelling units developed utilizing HOME -ARP Funds and other affordable housing funds; and WHEREAS, Developer (as "Applicant" to TCAC) intends to submit an application to TCAC ("Application") to obtain an allocation of federal four percent (4%) Low Income Housing Tax Credits ("Tax Credits") for the Project; and WHEREAS, by Authority's commitment of monies sourced in whole or in part from the HOME -ARP Funds, CalOptima HHIP funds, and/or HHAP funds for the AHA, neither Authority ( or City) nor Developer intends in any manner to waive any constitutional and/or legal rights under the Dissolution Act or any other applicable laws; therefore, Authority (and City) and Developer expressly and intentionally reserve all rights under any and all applicable laws to challenge the validity of any or all provisions of the Dissolution Act in any legal manner or proceeding, including challenging determinations made by the Oversight Board and/or California Department of Finance, without prejudice to the City or Authority or Developer; and WHEREAS, it is contemplated that under an AHA as hereafter negotiated and proposed, Developer would ground lease the Site from Authority and develop and operate the Site and shall cause the Site to be maintained and managed in accordance with the AHA, including a ground lease with respect to the Site ("Ground Lease") and other instruments to be approved by Authority and Developer with respect to the Project, throughout a period of not less than fifty-five years as hereinafter designated by the Authority (the "Affordability Period"); and WHEREAS, the Project is vital to and in the best interest of the City and the health, safety and welfare of its residents, and is in accordance with the public purposes of applicable state and local laws and requirements; and WHEREAS, the Authority has prepared such notices, plans and reports as may be required prior to consideration of this matter and has made available for public inspection all such matters prior to the public consideration of this matter; and WHEREAS, the Authority held a public hearing to consider the transaction contemplated therein in accordance with the Housing Authorities Law, the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq., and the Dissolution Act; and WHEREAS, the Authority has duly considered all terms and conditions of the proposed Agreement, including all attachments thereto, and believes that the Project is in the best interests of the City of Anaheim and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements. NOW, THEREFORE, BE IT RESOLVED BY THE ANAHEIM HOUSING AUTHORITY: Section 1. The Authority Board finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Authority Board hereby finds and determines, based on all documentation, testimony and other evidence in the record before it, that (a) the proposed ground lease of the Site for development of the Project will assist in the elimination of blight by allowing land constrained with infrastructure deficiencies to be developed with a new, approximately 32 unit affordable rental housing project and (b) the consideration being paid to the Authority is not less than the fair reuse value at the use and with the covenants and conditions and development costs to be set forth in the AHA. Section 3. The Authority Board hereby approves the Preliminary Award Letter between the Authority and Developer, with such changes as may be mutually agreed upon by the Authority Executive Director (or her duly authorized representative), the City Attorney, and Developer, respectively, as are minor and in substantial conformance with the form of the Preliminary Award Letter submitted herewith. The Authority Executive Director and the Authority Secretary/City Clerk are hereby authorized to execute and attest the Preliminary Award Letter, and subsequently and subject to compliance with the conditions set forth in the Preliminary Award Letter, an AHA and various implementing documents (including a Ground Lease of the Site), on behalf of Authority. In such regard, the Authority Executive Director (or her duly authorized representative) is authorized (a) to sign the final version of the Preliminary Award Letter after completion of any such non -substantive, minor revisions, and (b) to negotiate and execute the final versions of an AHA, Ground Lease, and other instruments implementing the Project as set forth in the Preliminary Award Letter, as determined to be appropriate by the Executive Director. Copies of the final form of the Preliminary Award Letter, when duly executed and attested, shall be placed on file in the office of the City Clerk. Further, the Authority Executive Director (or her duly authorized representative) is authorized to implement the Preliminary Award Letter and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by the Preliminary Award Letter. The Authority Executive Director (or her duly authorized representative) is hereby authorized to the extent necessary during the implementation of the Preliminary Award Letter to make technical or minor changes and interpretations of the Preliminary Award Letter after execution, as necessary to properly implement and carry out the Preliminary Award Letter, including all exhibits thereto, provided any and all such changes shall not in any manner materially affect the rights and obligations of the Authority under the Preliminary Award Letter. Section 4. The Authority Board hereby approves the Cooperation Agreement (Tampico Motel Conversion) between the Authority and City with such changes as may be mutually agreed upon by the Executive Director on behalf of the Authority and Director on behalf of the City, and the City Attorney (or special counsel) as are minor and in substantial conformance with the form of the Cooperation Agreement. The Executive Director and the Secretary/City Clerk are hereby authorized to execute and attest the Cooperation Agreement subject to compliance with the conditions therein, and other implementing documents on behalf of the Authority. In such regard, the Executive Director (or her duly authorized representative) is authorized (a) to sign the final version of the Cooperation Agreement. Copies of the final form of the Cooperation Agreement when duly executed and attested shall be placed on file in the office of the City Clerk. Further, the Executive Director is authorized to implement the Cooperation Agreement and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated thereby. The Executive Director is hereby authorized to the extent necessary during the implementation thereof to make technical or minor changes and interpretations if and as necessary to properly implement and carry out the same, provided any and all such changes shall not in any manner materially affect the rights and obligations of the Authority thereunder. Section 5. In addition to the authorization of Section 3 above, the Authority Executive Director is hereby authorized, on behalf of the Authority, to sign all other documents necessary or appropriate to carry out and implement the Preliminary Award Letter, including causing the issuance of warrants in implementation thereto, and to administer the Authority's obligations, responsibilities and duties to be performed under the Preliminary Award Letter and agreements subsequently executed to implement the Preliminary Award Letter, including all exhibits thereto. Section 6. The Authority Secretary shall certify to the adoption of this Resolution. THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS THIRTEENTH (13TH) DAY OF AUGUST 2024, BY THE FOLLOWING ROLL CALL VOTE: AYES: Chairperson Aitken and Authority Members Kurtz, Diaz, Leon, Rubalcava, Faessel and Meeks NOES: None ABSTAIN: None ABSENT: None ANA HE HO SING AUTHORITY By: Chair ATT EST: uth city Secretary City of Anaheim ANAHEIM HOUSING AUTHORITY August 13, 2024 Michael Massie, Executive Vice President/Chief Development Officer Jamboree Housing Corporation 17701 Cowan Ave., Suite 200 Irvine, CA 92614 Re: Preliminary Award Letter regarding Certain Financial Assistance by the Anaheim Housing Authority, including a Loan Sourced in whole or in part from HOME ARP Program, CAL OPTIMA, HOMELESS HOUSING, ASSISTANCEAND PREVENTION, and/or Housing Asset Funds, 31 Section 8 PBVs, and Additional Subsidies, for the Proposed Construction and Operation of a NewAffordable Rental Housing Project (32 Units) on an approximately a57 Acre Site Located at 120 S. State College Boulevard, Anaheim, California Dear Mr. Massie: This Preliminary Award Letter (this "Preliminary Award Letter") sets forth the basic terms under which the Anaheim Housing Authority ("Authority") is prepared to proceed with implementation of certain public programs in connection with the development of an approximately 0.51 -acre site located at 120 S. State College Boulevard (the "Site") located within the corporate limits of the City of Anaheim ("City"). This Preliminary Award Letter will expire on September 30, 2025 (the "Letter Expiration Date"), at which time the terms set forth herein will be null and void, unless sooner extended by the Executive Director of the Authority (the "Executive Director") acting in his/her sole and absolute discretion. You have informed us that Jamboree Housing Corporation ("JHC") or a limited partnership in which JHC or an affiliate of JHC is the managing general partner (the "Developer") desires to enter into a ground lease and loan agreement with the Authority under which the Developer would construct and operate on the Site a new affordable rental housing development consisting of thirty-two (32) apartment units and ancillary amenities and improvements for tenancy and occupancy by income -eligible, qualified households at an affordable rent (collectively, the "Project"). The mix of income levels among the affordable rental units shall be as described below, Authority is the owner of a fee simple interest in the Site. Michael Massie Jamboree Housing Corporation August 13, 2024 Page 12 Land Use Entitlement and Authoritv Assistance In connection with seeking to undertake the Project, JHC submitted to the City of Anaheim (the "City") and the Authority' an application for financial assistance and other benefits as herein defined and described (together, "Authority Assistance"). Further, JHC submitted to the City an application for land use entitlements for the Site, which may include incentives under the State Density Bonus Law, California Government Code Section 65915, et seq. and the City's implementing density bonus ordinance, Chapter 18.52 of the Anaheim Municipal Code ("Land Use Entitlements"). The Project is a rehabilitation of a two story motel consisting of two buildings. The Project will provide 31 studio units and one one -bedroom manager's unit and will include approximately 1,600 square feet of interior amenity space. Interior amenities are comprised of case management and leasing offices, a 925 sf. community room with a kitchen, and a fitness center. In addition, residents will have access to about 1,900 sf. of outdoor amenity space, including a shaded grilling area, bike parking, seating, green space with synthetic turf, pet relief area, and designated smoking area. The Project units will be set aside for young adults ages 18 to 24 who are exiting the foster care system or are experiencing, or at risk of experiencing homelessness. As specified in the development plans, the Project will include 11 parking spaces and approximately 3,500 square feet of recreation and leisure space. Developer, with the written consent of the Authority, has prepared and submitted to the City its application for the Land Use Entitlement that includes: Administrative Housing Permit; Density Bonus Ordinance Incentives; Building Plan Check; and, if approved, with construction subject to the City's development standards, zoning and other laws and regulations. In connection with implementation of the Project, JHC has requested that Authority provide to JHC, or, if applicable, the Developer, by this Preliminary Award Letter the Authority Assistance described below. Authority states its objective for the Developer, by this Preliminary Award Letter, to satisfy the provisions of the California Tax Credit Allocation Committee ("TCAC") Regulations Implementing the Federal and State Low Income Housing Tax Credit Laws, California Code of Regulations, Title 4, Division 17, Chapter 1, Section 10300, et seq. ("TCAC Regulations"), in particular Section 10325, albeit there is no intention to violate HOME Program requirements, in particular 24 CFR 92.2. If the Developer receives an award of low-income housing tax credits ("Tax Credits"), then the Developer and Authority may negotiate and enter into the Affordable Housing Agreement ("Agreement") (as defined below) in implementation of the award of Tax Credits and the Authority Assistance. ' The City is a California municipal corporation and charter city; and, the Authority is a public body corporate and politic organized and existing pursuant to the Housing Authorities Law, California Health and Safety Code Section 34200, et seq. ("HAL"). Michael Massie Jamboree Housing Corporation August 13, 2024 Page 13 The Developer plans to make applications to the California Debt Limit Allocation Committee (CDLAC) for bonds and the California Tax Credit Allocation Committee (TCAC) for 4% Tax Credits in the 2024 second application cycle, and if CDLAC and TCAC funding is not awarded to the Developer, to make a first round application to CDLAC for bonds and TCAC for 4% Tax Credits in the 2025 first round application cycle. If the Developer's first two applications for bonds and 4% Tax Credits are unsuccessful, the Developer must request approval from the Authority to submit one additional application to CDLAC for bonds and TCAC for an allocation of 4% Tax Credits in the second round of 2025, which the Authority may grant or deny in its reasonable discretion; provided, however, that the Authority shall have no obligation to increase the amount of Authority Assistance to the Project from that described in this Preliminary Award Letter. Authority Assistance The Board of Commissioners of the Authority (the "Authority Board") has reviewed Developer's requests for each component of the Authority Assistance, and on August 13, 2024, at a public meeting of the Authority Board, Authority authorized and approved issuance of this Preliminary Award Letter to evidence the preliminary award of the Authority Assistance and related matters described herein. Accordingly, subject to the conditions described herein, the Authority Assistance comprised of the following financial subsidies and assistance will be provided to Developer to facilitate the Project: (i) Subject to satisfaction of conditions precedent determined by Authority (which will be consistent with conditions precedent to disposition customarily required by the Authority in agreements pertaining to the long term disposition of interests in property for development), the Authority will transfer to Developer a long term ground leasehold interest in the land and convey to Developer Authority's fee interest in the improvements thereon, for a period of not less than fifty-five (55) years (the "Ground Lease"). By this Preliminary Award Letter and pursuant to TCAC Rules, subject to satisfaction of Authority's conditions precedent and of the terms and conditions of this Preliminary Award Letter, the Authority intends to provide the Developer "site control" of the Site under the Ground Lease; and (ii) Subject to satisfaction of the conditions precedent described in this Preliminary Award Letter. as determined by Authority, the Authority will grant to either JHC, Developer or the Project Homeless Housing, Assistance and Prevention (HHAP) Transitional Age Youth (TAY) set aside funds in an amount up to $2,430,613.75, subject to the availability of funds and compliance with all HHAP TAY conditions and requirements. (iii) Subject to the conditions described herein, the original principal amount of the Authority Loan will be evidenced by the Authority Loan Note and secured by the Authority Loan Deed of Trust. The "Authority Loan Amount" shall be the cumulative total of the following (a) -(c): (a) $5,120,000, which is the appraised value of the ground leasehold interest in the land and the fee interest in the improvements to be conveyed by the Authority to Developer under the Ground Lease; (b) $327,255.07 which is the cumulative fees, costs and expenses Michael Massie Jamboree Housing Corporation August 13, 2024 Page 14 incurred by both Authority and City for preparation of the Site for the Project incurred to the date of Closing of Financing, such as, but not limited to, relocation, environmental assessment, clearance, remediation, contractors, subcontractors, engineering, consulting, and other professional services, but excluding in-house staff the Transportation Fee of $41,504 ($1,297 per unit); and, c) the $4,469,386.25 development loan to the Project. The Authority Loan is a part of the financing for, and to facilitate, the planning, design, construction, completion, operation, management and maintenance of the Project for not less than the 55 - year Affordability Period described herein and hereafter in the Agreement and Ground Lease, subject to satisfaction of the Award Letter Conditions Precedent. The specific Authority Loan Amount of $4,469,386.25 (or more as provided above) is hereby committed to the Project subject to satisfaction of the Award Letter Conditions Precedent and the other terms and conditions of this Preliminary Award Letter. The final Authority Loan Amount shall be determined after Developer meets the Award Letter Conditions Precedent, based on an updated Financial Gap Analysis and subject to a subsidy layering analysis, which shall occur prior to the Closing of Financing. In this regard, the Authority will evaluate and establish more specifically in the Agreement the terms and conditions of the Authority Loan, the Authority Note, the Authority Deed of Trust, including its subordinate lien position, and other implementing instruments, which will take into consideration all sources of financing, in particular governmental funding and the applicable program requirements therefor. a) $5,120,000, which is the appraised value of the ground leasehold interest in the land and fee interest in the improvements to be conveyed by the Authority to Developer under the Ground Lease. b) $327,255.07 which is the cumulative fees, costs and expenses incurred by both Authority and City for preparation of the Site for the Project incurred to the date of Closing of Financing, such as, but not limited to, relocation, environmental assessment, clearance, remediation, contractors, subcontractors, engineering, consulting and other professional services, but excluding in-house staff time. c) The City will provide a waiver or exemption of the City's Transportation Impact and Improvement Fee that would otherwise be assessed on the Project in an estimated amount of and provided the Project meets the requirements of the City of Anaheim Municipal Code to -be structured as a loan to the Development; and d) A loan of approximately ($4,469,386.25) (the "Development Loan"). The Development Loan shall be sourced in whole or in part from one or more of the following sources of money: (1) moneys transferred to the Authority by the City, as such funds have been received by the City as a participating jurisdiction ("PX) under the federal HOME Investment Partnerships Act and the HOME Investment Partnerships Program, in accordance with Title II of the Cranston -Gonzalez National Affordable Housing Act (42 U.S.C. 12701 Michael Massie Jamboree Housing Corporation August 13, 2024 Page 15 et seq.) and the HOME Program regulations codified at 24 CFR Part 92 and HOME -ARP appropriated under Section 3205 of the American Rescue Plan Act of 2021 (P.L. 117-2) and CPD 21-10, and provided there is and shall be no "commitment" of funds until the requirements of Section 92.2 (described herein) are fully satisfied ("HOME Program and"); (2) CalOptima Health funds; and/or (3) Housing Asset Funds. e) Developer, as lessee and borrower, will be obligated to repay to Authority the corresponding amounts loaned by the Authority (the "Authority Loan"); Upon repayment of Authority Loan, Authority will receive a ground lease rent payment out of residual receipts; and f) If thirty-two (32) units are developed at the Project, the Authority will provide thirty-one (31) project -based vouchers, excluding the manager's unit (as allocated, the "PBVs") under and in compliance with federal Section 8 Tenant -Based Assistance: Housing Choice Voucher and Project -Based Voucher (PBV) Programs, 42 U.S.C. 1437(f) and 3535(d), and the implementing regulations therefor in the Code of Federal Regulations, Parts 982 and 983 (collectively, the "Section 8 Laws"), and will enter into with the Developer an Agreement to Enter into a Housing Assistance Payment Contract ("AHAP") with respect to the provision of the PBVs and thereafter execution of a Housing Assistance Payment Contract ("HAP") for a term of fifteen (15) years, with an option for renewal, subject to financial analysis, that may be granted or denied in the reasonable discretion of the Authority, with respect to the provision of the PBVs to the Project pursuant to the requirements of the AHAP; and g) If Developer applies for and receives 4% Tax Credits from TCAC, the Development Loan to be provided as part of the Authority Assistance described above will be in an amount to be determined upon the approval of Developer's 4% Tax Credit application. Any increase in the amount of the Authority Assistance described herein will require approval by the Authority Board, provided that no increase in the Authority Assistance is contemplated. HOME ARP Program Preliminary Award and No Commitment of HOME ARP Program Funds If the Authority Assistance is funded with HOME American Rescue Plan ("HOME ARP") Program funds, by this Preliminary Award Letter Authority intends to make a preliminary award to the Developer pursuant to 24 CFR 92.504(c)(3) of the HOME Program and CPD -21-10, subject and pursuant to the HAL and all other applicable federal, state and local laws and regulations. Authority has made Developer aware of the 2013 HOME Final Rule, specifically including the amendments to the definition of "commitment" in 24 CFR 92.2 that prohibits the City, as a PJ and recipient of HOME ARP Program funds and as transferor of such Michael Massie Jamboree Housing Corporation August 13, 2024 Page 16 funds to the Authority (and the Authority as transferee of HOME ARP Program funds) from providing a commitment (as the term is defined therein) of HOME Program ARP funds to any specific local project until the City and the Developer have executed a written legally binding agreement under which HOME assistance will be provided to the owner for an identifiable project for which all necessary financing has been secured, a budget and schedule have been established, and underwriting has been completed and under which construction is scheduled to start within twelve months of the agreement date. Notwithstanding the definition of "commitment" in 24 CFR 92.2 as amended by the 2013 HOME Final Rule, 24 CFR 92.504(c)(3) and CPD 21-10 authorizes the Authority to preliminarily award HOME ARP funds for a proposed project, contingent on conditions such as obtaining other financing for the project; however, this section goes on to clearly confirm that this preliminary award is not a commitment to a project. The written agreement committing the HOME ARP funds to the Project must meet the requirements of 'commitment to a specific local project' in the definition of 'commitment' in §24 CFR 92.2 and CPD 21-10. Thus, while as to the Authority Loan (if to be sourced from HOME ARP Program funds), this Preliminary Award Letter is not, and shall not be construed as a "commitment" of HOME ARP Program federal funds as defined under the HOME Program, Authority intends that this Preliminary Award Letter evidence the Authority's preliminary award of the Authority Loan, expressly subject to the conditions set forth in this Preliminary Award Letter. Develot)er's Proiect Proforma The Authority Assistance has been evaluated and determined and this Preliminary Award Letter is provided in material reliance and based on Authority's review of the Developer's application for the Authority Assistance and its development proforma and projected cash flows for the Project assuming the approval of 4% Tax Credit application submitted by the Developer to Authority, as well as the final proforma on file with the Authority. Authority Loan Terms The Authority Loan (whether documented as one or multiple loans evidenced by one or multiple promissory notes) will have the following terms, and shall be more fully described and defined in the Agreement: Loan by Authority will be in the approximate amounts of the Authority Amount based on Authority's review and evaluation of the gap financing needed to support the feasibility of the Project and moneys available to Authority for this purpose and any increased amount expressly subject to approval by the Authority Board, or as much thereof as is disbursed for the hard and soft costs of constructing the Project; • Disbursement procedures for release of the loan proceeds; • Principal amount shall bear three and No/100ths percent (3%) simple interest per annum; Michael Massie Jamboree Housing Corporation August 13, 2024 Page 17 • Second lien position (and, if documented as two loans, third lien position, etc.) subordinate to the Developer's construction loan and/or permanent loan for the Project (the "Primary Loan"). • Repayment of the Authority Loan shall be from eighty-five percent (85%) of Residual Receipts (subject to and after payment of operating expenses, debt service on the Primary Loan, required operating and capital reserve deposits, deferred developer fee, if any, partnership and asset management related fees to be defined, tax credit adjuster payments, partner loans, including operating deficit loans and development overrun loans, payment of social services fee, and payment of other Project expenses as described in the Agreement). If necessary, Residual Receipts will be shared with other lenders based on the proportionate amounts of each loan payable from Residual Receipts. • Remaining principal and accrued interest shall be due in full upon the 551h anniversary of the Closing or earlier upon sale, non -permitted refinancing or default; • If the Authority Loan is repaid in full before the termination of the term of the Ground Lease, rent under the Ground Lease shall be paid to the Authority in the amount of eighty-five percent (85%) of Residual Receipts, based on the same calculation as payments on the Authority Loan. The Authority is prepared to consider evidence, if available, that such level of payments after the satisfaction of the Authority Loan may not be permissible under existing statutes and/or regulations; • Construction of the Project must be competitively bid by a minimum of three General Contractors in accordance with applicable federal, state and local laws and regulations, in particular State HCD and HUD requirements, if any, and subject to the review and approval by the Executive Director of the Authority; • If this is a federally -funded Project, it will therefor be subject to all applicable federal and state labor laws, including without limitation federal Davis Bacon and related prevailing wage, labor, contracting and contractor requirements, and in such event, the Project will be a "public works project" and will be subject to all state and local laws and regulations for public works, including without limitation California Labor Code Section 1720, et seq. • Cost savings from the Project, if any, will be applied to pay down the principal first then accrued interest of the Authority Loan, subject to compliance with the TCAC Regulations. An Authority -controlled Security & Supportive Services Reserve will be established in the amount of $700,000, inclusive of $600,000 from the Authority loan and $100,000 of Developer equity funds, to cover unforeseen security and supportive services costs during the initial 15 years of operation. Upon City's issuance of a certificate of occupancy, Authority will release to Developer's the sum of $68,796 from the Security & Supportive Services Reserve to cover the costs of onsite security personnel during the Project's first year of operations, Michael Massie Jamboree Housing Corporation August 13, 2024 Page 18 provided such sum is consistent with the final Project budget. Any unspent funds in the reserve will revert back to the Authority after the initial 15 years of project operations. Conditions to the Authority Assistance Authority's obligations to provide the Authority Assistance to Developer for the Project are subject to each and all of the following conditions: Approval by the Authority and the Executive Director, or as it/he/she elects by the Authority Board, of the Agreement to be entered into by and between or among the Authority and Developer that more specifically describes and authorizes the terms of and disbursement of proceeds and conditions for each and all aspects of the Authority Assistance, including without limitation the construction, completion, operation, financing, refinancing, transfer, management and maintenance of the Project. 2. All Housing Units at the Project will be restricted as set forth herein and in the Agreement and Ground Lease for a minimum of fifty-five (55) years ("Affordability Period") and as set forth in a separate "Regulatory Agreement" with conditions, covenants and restrictions affecting the use, ownership, operation, management, maintenance, transfer and financing of the Project on the Site. The Regulatory Agreement will be recorded in the Official Records, County of Orange, State of California as senior encumbrance against the Site and, to the extent permitted by the Tax Credit Rules, subject to applicable legal requirements. All monetary liens shall be subject to and remain subordinate to the Regulatory Agreement. 3. The unit and affordability mix of the Project shall be not less than the following: (a) one (1) on-site property manager's unit that will not be required to be rent -restricted or limited as to income, (b) thirty-one (31) studio units to be available at affordable rent to households with annual gross income at or below thirty percent (30%) of Orange County area median income ("AMI") a. Thirty-one (31) of the Project units will be set aside for young adults ages 18 to 24 that are exiting the foster care system or are experiencing or at risk of experiencing homelessness households at the time of moving into the Project. b. A unit matrix of all units in the Project of thirty-two (32) units is attached hereto and fully incorporated by this reference as Exhibit A. C. If HOME ARP Program monies are utilized, [8] of the thirty-two (32) Housing Units shall be covenanted as designated HOME ARP Program units with affordable rent charged to the tenant household. No less than [8] HOME -ARP units must be restricted at the low HOME rent. Further, all Housing Units at the Project, except for the HOME ARP units which shall be subject to a)[15] year restriction, shall be restricted as set forth herein and in the Agreement for a minimum of fifty-five (55) years pursuant to a regulatory agreement with conditions, covenants and restrictions restricting the Developer's and successors' use, ownership, operation, management, maintenance, transfer and financing of the Project, and such fifty-five (55) year regulatory agreement shall Michael Massie Jamboree Housing Corporation August 13, 2024 Page 19 be recorded against the Project in the Official Records, County of Orange, California. 4. Units within the Project shall be restricted to young adults ages 18 to 24 that are exiting the foster care system or are experiencing or at risk of experiencing homelessness, at the time of moving into the Project. Execution of the Agreement shall be in a form to be reviewed and approved by Anaheim's City Attorney or special counsel and Developer. 5. The HOME ARP Program funds for the Authority Loan will be transferred by the City to the Authority pursuant to a cooperation agreement to be considered and action taken by and between the City and Authority pursuant to the HOME ARP Program. 6. If HOME ARP Program moneys are used to make any portion of the Authority Loan, Developer shall comply with the HOME ARP Program and applicable federal regulations set forth in 24 CFR Part 92 (as amended by the 2013 HOME Final Rule) and 24 CFR Part 983. 7. If Housing Asset Funds are used to make the Authority Loan, Developer shall comply with all applicable requirements of the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq., and the Dissolution Act, Health and Safety Code Section 34170, et seq., in particular Sections 34176 and 34176.1. 8. Developer shall comply with the HAL and any and all other applicable federal, state and local laws and regulations. 9. Developer shall comply with and complete environmental review of the Project pursuant to all applicable federal and state laws and regulations, including the California Environmental Quality Act ("CEQA") and the National Environmental Protection Act ("NEPA") and approval thereof, as applicable. 10. Receipt of Subsidy Layering Review approval from TCAC. (Pursuant to July 2010 HUD Notice, TCAC may, and is now, performing Subsidy Layering Review for and on behalf of HUD.) 11. Determination of the HUD "fair market rent" for purposes of implementing the PBVs for the Project will be based and contingent upon approval of a rent comp study. 12. The Agreement will require that, except for the PBV assistance to be applied to thirty-one (31) Housing Units at the Project during the term of the HAP Contract, the Developer will not charge more than an Affordable Rent (at the levels prescribed therein) for all Housing Units at the Project; notwithstanding that the Developer may accept tenants holding portable Section 8 vouchers or certificates. Except for HOME ARP Program units, "Affordable Rent" will be determined and calculated pursuant to applicable provisions of the Federal Tax Credit Rules. Maximum occupancy of the Housing Units shall not exceed more than one (1) person for studio units, unless otherwise required by federal housing Michael Massie Jamboree Housing Corporation August 13, 2024 Page 110 programs. For one (1) bedroom units, the maximum occupancy shall not exceed three (3) persons. 13. If HOME ARP Program funds are used to provide the Authority Assistance, for the fifteen (15) -year term required by the HOME ARP Program, all Housing Units at the Project must pass HOME Program construction, occupancy, and physical condition requirements as well as federal Housing Quality Standards annual inspections (and other standards, as applicable), at the completion of construction and thereafter, as required by HOME Program regulations as amended by the 2013 HOME Final Rule, and meet federal program limitations and other applicable federal, state and local laws and regulations as to be set forth in the Agreement. 14. In connection with the development of the Project and subject to compliance with the TCAC Regulations, the Developer will be entitled to a developer fee that may be paid from Project sources and/or cash flow in an amount not to exceed two million three hundred thousand and fifty dollars ($2,350,000). A larger developer fee may be included in the Project's eligible tax credit basis, but any fee in excess of $2,350,000 must be contributed as equity to the Project or repaid out of the Developer's share of residual receipts payments. The Developer commits to contributing $100,000 of the developer fee to the security/supportive services reserve. 15. As and if applicable, the Developer will comply with the federal Davis -Bacon Act and California Labor Code Section 1720, et seq., relating to prevailing wages ("Prevailing Wage Laws"); in this regard, the Authority and the Developer understand that such laws and regulations include exemptions that may apply to the Project, but under the Agreement the Developer will assume responsibility for and indemnify the Authority (and the City) relating to the Prevailing Wage Laws as such may be applicable to the Project. This project may be subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu (section 3), contributes to the establishment of stronger, more sustainable communities by ensuring that employment and other economic opportunities generated by HUD financial assistance for housing and community development programs are, to the greatest extent feasible, directed toward low- and very low-income persons, particularly those who receive HUD financial assistance for housing and those residing in communities where the financial assistance is expended. 16. The Authority Loan proceeds will be disbursed during construction at such time as all funding sources are committed and available for disbursement, and subject to such terms and conditions precedent as are customary for disposition and development agreements entered into by the Authority. 17. The Agreement shall provide that the Closing and each of the following conditions precedent shall be met prior to the disbursement of any portion of the Development Loan: Michael Massie Jamboree Housing Corporation August 13, 2024 Page 111 a. All grading permits shall have been issued, or be ready to issue with payment of fees, and the City shall have issued a letter stating that building permits are ready to issue, subject only to the completion of grading of the Site for the Project and the payment of fees. b. The Developer shall have secured all necessary institutional financing and funding for the Primary Loan to undertake and complete construction and thereafter operation of the Project. Such financing and funding shall be sufficient to pay all development costs of the Project, through lease -up, as set forth in a final budget (to be defined in the Agreement) and consistent with the approved proforma (or as otherwise approved by Authority). c. The Developer shall have provided evidence to Authority that the Developer has obtained insurance policies, certificates, and additional insured or other endorsements therefor reasonably acceptable to Authority, as described in the Agreement. d. The Developer shall have provided construction security in favor of Authority, which may include either (i) a completion guarantee from Developer and/or (ii) a letter of credit, and/or payment and performance bonds from the general contractor and subcontractors for the Project (or some combination of any or all of the above), in an amount sufficient to ensure the Project will be completed, all invoices paid, and all workers paid in conformity with applicable federal and state labor laws, and otherwise in compliance with applicable federal and state laws, and placed in service within the time set forth in the schedule for the Project as approved by Authority in Authority's reasonable discretion. e. The Developer shall submit and obtain approval of the Authority (not to be unreasonably withheld or delayed) for: (i) the construction contract with its general contractor; (ii) the limited partnership agreement for the limited partnership entity to be formed to own and operate the Project under the Ground Lease; (iii) management, scope and funding for all required supportive services; and, (iv) the marketing and tenant selection plans for the Project. 18. The Agreement shall provide that each of the following conditions precedent shall be met prior to the release of the PBVs: a. A final certificate of occupancy for completion of the Project shall have been issued by the City's building official. b. The final HAP contract has been duly entered into between the Authority and the Developer pursuant to the Section 8 Laws and all other applicable federal, state and local laws and regulations. c. The Developer shall have maintained and have on file with Authority up-to-date insurance policies and certificates or endorsements; therefor reasonably acceptable to Authority, as described in the Agreement. d. The Developer shall have prepared, and the Authority shall have approved, a detailed Social and Supportive Services Plan ("Social Services Plan"), which Michael Massie Jamboree Housing Corporation August 13, 2024 Page 112 shall describe the social and supportive services to be provided at the Project, and a detailed budget for the social and supportive services described in the Social Services Plan. The Social Services Plan shall further describe the goals and objectives of the social and supportive services to be provided at the Project. The approved Social Services Plan shall be made a part of the HAP contract and contingent on final HAP approval for the PBVs. The Social Services Plan shall include a robust level of social services offered at the Project and suitable for the residents' needs and provided by professionally trained staff. Services must include an assessment of clients' needs, link to services and verification of services obtained. The Social Services Plan must also provide clear outcome measurements related to services provided and must clearly identify if services will be provided by the Developer or by third party entity(ies). For services to be provided by the Developer, the Social Services Plan shall clearly identify the budget and resources available for the services. For services to be provided by third party entity(ies), the Social Services Plan must include copies of the agreements or memoranda of understanding that govern provision of the services. 19. Except to the extent prohibited by law or by the requirements and regulations of any funding source for the Project, the Authority and Developer will implement a residency preference plan that prioritizes occupancy for individuals who live, work or have been hired to work in Anaheim. 20. Authority's preliminary award of the Authority Assistance is and shall remain subject to all covenants, conditions, and restrictions set forth in the Agreement, and in particular Authority's analysis of all the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project, including without limitation all funding sources and terms therefor, including the supportable debt (construction and permanent financing), market value of Tax Credits and tax credit investor equity, deferred developer fee, if any, and other subordinate debt, if any. 21. Annually and concurrently with the delivery of each annual report and compliance certificate that will be required under the Agreement, Developer shall pay a per unit fee of Sixty Dollar and No Cents ($60.00) per unit with a 3 percent annual adjustment ("Annual Monitoring Fee") to Authority that shall compensate Authority for its costs incurred to monitor Developer's compliance with the Agreement and Ground Lease. An amount to accommodate the Annual Monitoring Fee(s) should be included in the Developer's annual project budget. 22. Architectural and landscape enhancements, inclusive of art elements, variety of building materials, metal awnings and landscape elements, shall be mutually defined and agreed upon by the Developer and the Authority in the Affordable Housing Agreement's Scope of Development and shall be incorporated in the final construction drawings and project construction. 23. By consideration and action to approve this Preliminary Award Letter, Authority hereby authorizes the Executive Director to sign this Preliminary Award Letter on Michael Massie Jamboree Housing Corporation August 13, 2024 Page 113 behalf of the Authority. Further the Executive Director is authorized to cause to be prepared and executed the Agreement, including the AHAP and HAP contracts for the PBVs, in implementation of this Preliminary Award Letter, so long as the terms and provisions of the Agreement and each and all implementing agreements and instruments therefor are substantially consistent, financially and legally, with this Preliminary Award Letter. a. Further, the Executive Director (or his/her duly authorized representative) is authorized to implement the Agreement and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by this Preliminary Award Letter, and thereafter the Agreement, including all exhibits, instruments and implementing agreements thereto. To the extent necessary during the implementation hereof and thereof, the Executive Director is authorized to make technical or minor changes and interpretations of this Preliminary Award Letter and the Agreement, as necessary to properly implement and carry out the Project, provided any and all such changes shall not in any manner substantially affect Authority's rights and obligations under this Preliminary Award Letter and the Agreement. b. In addition, the Executive Director is authorized, on behalf of the Authority, to sign all other documents necessary or appropriate to carry out and implement this Preliminary Award Letter, the Agreement and the Project, including all exhibits thereto, and including causing the issuance of warrants in implementation thereto, and to administer Authority's obligations, responsibilities and duties to be performed thereunder, so long as substantially consistent with this Preliminary Award Letter and the Agreement. Any and all substantial changes to this Preliminary Award Letter, or to the terms and provisions of the Agreement and implementing agreements, and instruments thereto shall require the consideration and action of the Authority Board, as applicable. In addition to the foregoing, notwithstanding any statement set forth in this Preliminary Award Letter or provisions of the Agreement, when negotiated between or among the parties, the Developer and the Authority agree and acknowledge that the Agreement will not constitute a commitment of federal funds, and that such commitment of funds may occur only upon satisfactory completion of environmental review and receipt by the Authority and/or the City, as applicable, of a release of funds from and by HUD under 24 CFR Part 58. The Developer and Authority will further agree in the Agreement that the provision of any federal funds to the Project is and shall be conditioned on Authority's determination to proceed with, modify or cancel the Authority Assistance based on the results of a subsequent NEPA environmental review and the outcome of the Subsidy Layering Review. The Developer and Authority are further prohibited from undertaking or committing any federal funds to physical or choice -limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance; the Developer and Authority understand that the violation of Michael Massie Jamboree Housing Corporation August 13, 2024 Page 114 this provision may result in the denial of any federal funds hereunder and under the Agreement. [Preliminary Award Letter and signature blocks continued on next page] Michael Massie Jamboree Housing Corporation August 13, 2024 Page 115 Should you have any questions or require additional information, please contact me at (714) 765-4315 or by email at gstepterC anaheim.net. Sincerely, Anaheim Housing Authority By: Grace Stepter, Executive Director AGREED AND ACCEPTED this _ day of , 2024: JAMBOREE HOUSING CORPORATION, a California nonprofit public benefit corporation By: Michael Massie, Executive Vice President/Chief Development Officer EXHIBIT A Ground Lease Option (Attached) Recording Requested By and When Recorded Mail To: Anaheim Housing Authority ) 200 South Anaheim Boulevard ) Anaheim, California 92805 ) Attention: Authority Secretary/City Clerk ) SPACE ABOVE THIS LINE FOR RECORDER (This document is exempt from the payment of a recording fee per Govt Code Section 27383.) GROUND LEASE OPTION AGREEMENT This GROUND LEASE OPTION AGREEMENT ("Lease Option Agreement"), dated, for identification purposes only, as of , 2024 ("Effective Date"), is entered into by and between the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic ("Authority"), and JHC-ACQUISITIONS LLC, a California limited liability company, or an assignee approved by the Authority ("Developer"). Authority and Developer collectively constitute the "Parties", with each being a "Party." RECITALS The following recitals are a substantive part of this Agreement: A. Authority is a housing authority duly established and operating as a local housing authority under the California Housing Authorities Law, Part 2 of Division 24, Section 34200, et seq., of the Health and Safety Code ("HAL"), and has been authorized to transact business and exercise the power of a California housing authority pursuant to action of the City Council of the City of Anaheim ("City Council"). B. Authority and Jamboree Housing Corporation, which serves as the Manager of Developer, have negotiated the terms and conditions of and entered into that certain Preliminary Award Letter dated August 13, 2024, 2024, which is incorporated herein by reference ("Award Letter"), to pursue various activities toward the development, financing, and operation of a proposed 32 -unit affordable rental housing development as described with greater particularity within the Award Letter. C. The Parties have made substantial progress in moving forward with the consummation of those activities described in the Award Letter. Based upon such progress, as well as the continued interest of each Party in moving forward with those undertakings for the respective Parties as set forth in the Award Letter, the Parties desire at this time to further formalize arrangements for additional activities in implementation of the Award Letter, including a commitment by Authority to enter into a ground lease with Developer for certain Page 1 real property referred to as the Site in the Award Letter and as legally described in Exhibit A, attached and incorporated herein, subject to the Award Letter Conditions Precedent and the satisfaction of certain other conditions precedent as more fully set forth in this Lease Option Agreement. D. This Lease Option Agreement is in the vital and best interest of the City of Anaheim, California, and the health, safety and welfare of its residents. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, Authority and Developer agree as follows: 1. Capitalized Terms. Except to the extent expressly defined herein, capitalized terms shall have the meanings established under the Award Letter. 2. Grant of Option; Option Consideration. Authority, as optionor, grants to Developer, as optionee, the option ("Option") to lease the Site on the terms and conditions set forth in this Lease Option Agreement (including without limitation Section 3 hereof). The term of the Option shall commence on the Effective Date and shall continue until the Letter Expiration Date as defined and set forth in the Award Letter ("Expiration Date"). As of the Expiration Date, this Lease Option Agreement and the Option shall automatically terminate without the need of any notice or documentation; upon such termination, neither Party shall have any further rights or obligations under this Lease Option Agreement. (a) The Option may only be exercised subject to the Parties agreeing on a final form of ground lease and subject to Developer having provided evidence reasonably satisfactory to Authority that Developer has obtained financing adequate to develop the affordable rental housing Project on the Site reasonably acceptable to Authority, and which is financed in part using 4% Tax Credits. (b) In consideration of the grant of Option, Developer shall pay to Authority the sum of One Hundred Dollars ($100.00) ("Option Consideration Amount") within two (2) days after the Effective Date. The Option Consideration Amount shall be retained by Authority as its sole property. 3. Form of Ground Lease. The form of ground lease by which Authority expects to provide a transfer of ground leasehold interest in the Site to Developer will be substantially in the form customarily utilized by Authority in comparable affordable rental housing transactions subject to laws and regulations, the terms contained in the Award Letter, and commercially reasonable market conditions at such time as evaluated by Authority when the Parties are negotiating and entering into the ground lease ("Form of Ground Lease"). The Form of Ground Lease will include various terms, including without limitation with respect to construction, insurance, indemnity, criteria for selection of tenants, income limits, what constitutes Affordable Rent, reporting requirements, property management, and maintenance standards. It is contemplated that the final form of ground lease will include the final terms of financing and development of the Project, consistent with the Award Letter. 4. Conditions to Closing; Closing of Financing. The obligation of Authority to execute and deliver possession of the Site pursuant to the Option granted hereunder to Developer to ground lease the Site shall be subject to conditions customarily and normally applied by Page 2 Authority in connection with affordable housing transactions which utilize ground leases such as: a delineation of improvements required in detail reasonably satisfactory to Authority; requirements that evidence of financing, reasonably satisfactory to the Executive Director of the Authority, be in place; and requirements that a title insurer reasonably acceptable to Authority and Developer be prepared to insure leasehold title to the Site, including all portions thereof, subject only to encumbrances which do not render leasehold title unmerchantable. The Parties acknowledge that certain steps will be needed in order for the condition of title as the entire Site to be rendered merchantable, and agree to take commercially reasonable actions necessary and appropriate in order to accomplish such a result. 5. Activities of Executive Director. The Executive Director is authorized and directed to take such actions as the Executive Director shall deem necessary or convenient to implement the disposition of a ground leasehold interest in the Site as provided above, and as generally described in the Award Letter. 6. Reaffirmation. Each of the Parties reaffirms its desire to proceed with implementation of those respective responsibilities and activities and further described in the Award Letter. 7. No Third -Party Beneficiaries. This Lease Option Agreement is made for the purpose of setting forth rights and obligations of Authority and Developer, and no other person shall have any rights hereunder or by reason hereof. There shall be no third -party beneficiaries of the Award Letter or this Lease Option Agreement. 8. Effectiveness. This Lease Option Agreement shall be effective as of the Effective Date and shall remain in effect until the Expiration Date. 9. Interpretation. This Lease Option Agreement shall be interpreted to effectuate the terms of the Award Letter as modified hereby, in accordance with the laws of the State of California, and as if prepared and reviewed equally by the Parties. This Lease Option Agreement may be executed in counterparts. IN WITNESS WHEREOF, the Parties hereto have caused this Lease Option Agreement to be executed as of the Effective Date. (signatures on following pages) Page 3 DEVELOPER: JHC-ACQUISITIONS LLC, a California limited liability company By: Jamboree Housing Corporation, a California nonprofit public benefit corporation Its: Manager am Michael Massie, Executive Vice President and Chief Development Officer (Ground Lease Option Agreement signatures continue on following page) Page 4 (Ground Lease Option Agreement signatures continued from previous page) AUTHORITY: ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic By: ATTEST: THERESA BASS, AUTHORITY SECRETARY Theresa Bass or Authorized Designee APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Ryan O. Hodge, Deputy City Attorney IV or Authorized Designee Page 5 Grace Ruiz-Stepter, Executive Director or Authorized Designee EXHIBIT A LEGAL DESCRIPTION OF THE SITE THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Parcel 1: Those portions of lots 13, 16, 17 and 18, in Tract No. 1843, in the City of Anaheim, County of Orange, State of California, as per Map recorded in Book 53, Pages 45 and 46 of Miscellaneous Maps, in the Office of the County Recorder of said County, together with that portion of the ally lying between said Lots 13 and 18, vacated by a Resolution of the City Council of said City of Anaheim, a copy of which was recorded November 15, 1954 in Book 2869 Page 219 of Official Records, lying Easterly and Southerly of the following described line: Beginning at the Southwest corner of said Lot 13; thence North 0° 25'53" East 15.00 feet along the West line of said lot; thence South 89* 34' 07" East 125.00 feet parallel with the Southerly line of said lot to a line parallel with and distance Easterly 5.00 feet from the Westerly line of said Lot 18; thence Northerly 50.00 feet along said last mentioned parallel line to its intersection with the Easterly prolongation of the Northerly line of said Lot 13; thence Westerly 5.00 feet along said parallel line to its intersection with the Westerly line from Lot 18; thence Northerly 11.35 feet to the Southwesterly corner of said Lot 17; thence Easterly 20.00 feet along the Southerly line of said Lot 17; thence Northerly 143.56 feet parallel with the Easterly line of Placentia Avenue, as shown on said map to the Northerly line of said Lot 16. EXCEPT that portion of said alley lying Southerly of the Easterly prolongation of the South line of said Lot 13, as per document recorded February 4, 2004 as Instrument No. 200400084618 of Official Records. ALSO EXCEPT all oil, gas and other hydrocarbon substances below a depth of 500 feet from the surface of said land, but without the right of surface entry thereon, as provided in a document recorded October 8, 1953 in Book 2590, Page 404, Official Records. Parcel 2: An easement for ingress and egress as granted TO Dr. Leon L. Newman and Dr. Andrew M. Bloss, and others, in that certain Agreement recorded October 25, 1956 in Book 3690, Page 204, Official Records, over a strip of land 15 feet in width along the Northerly boundary of that portion of Section 12, Township 4 South, Range 10 West in the Rancho San Juan Cajon de Santa Ana, including a portion of Lots 12 and 19 of Tract No. 1843, partly, as per Map recorded in Book 53, Pages 45 and 46, Miscellaneous Maps, and including a portion of the alley adjoining said Lots 12 and 19 as shown on said map and vacated by Resolution of the City Council of the City of Anaheim, a certified copy of which was recorded November 15, 1954 in Book 2869, Page 219, Official Records, described as follows: Beginning at the intersection of the centerline of Placentia Avenue and Anaheim Olive Road, as shown on said map; thence on the centerline of Placentia Avenue North 0° 11'45" East 4.25 feet; thence North 0° 25'53" East 195.19 feet; thence South 89° 34'07" East 190.00 feet to the West line of that portion of Lot 19 of said Tract No. 1843, conveyed to the Hill Company, a corporation, by deed recorded October 20, 1954 in Book 2847, Page 496, Official Records; thence South 00 25'53" West 52.33 feet along the West line of said Bill Company land to the center line of the alley adjoining said Lot 19 on the South; thence South 76° 12' 44" East 5.14 feet along said centerline to the Northerly prolongation of the East line of the West 35.00 feet of Lot 12 of Tract No. 1843; thence South 0° 25'53" West 182.74 feet along said East line and its prolongation to the centerline of said Anaheim- Olive Road; thence North 78° 52'26" West 198.44 feet to the point of beginning. APN: 083-343-33 Exhibit A Legal Description 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 On _ Notary before me, ss. Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC Jurat 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 validitv of that document. STATE OF CALIFORNIA ) ss. 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 names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC Jurat SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing is the original Resolution No. AHA -2024-006 adopted at a regular meeting provided by law, of the Anaheim Housing Authority held on the 13th day of August. 2024, by the following vote of the members thereof: AYES: Chairperson Aitken and Authority Members Kurtz, Diaz, Leon, Rubalcava, Faessel and Meeks NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 14th da, off Augusta 2024. ETARY OF THE ANAHEIM HOUSING AUTHORITY (SEAL)