AHA-2025-004RESOLUTION NO. AHA-2025-004
A RESOLUTION OF THE GOVERNING BOARD OF THE
ANAHEIM HOUSING AUTHORITY APPROVING A
PRELIMINARY AWARD LETTER AND GROUND LEASE OPTION
AGREEMENT IN SUBSTANTIAL FORM FOR THE
RESYNDICATION OF THE HERMOSA VILLAGE PHASE III
AFFORDABLE RENTAL HOUSING PROJECT GENERALLY
LOCATED AT 1515 S. CALLE DEL MAR TO BE ENTERED INTO
BETWEEN THE AUTHORITY AND HERMOSA VILLAGE PHASE
III HOUSING PARTNERS, L.P.; APPROVING THE DISPOSITION
BY AN OPTION TO GROUND LEASE THE PHASE III SITE;
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE
AND ADMINISTER THE OPTION AGREEMENT AND
PRELIMINARY AWARD LETTER ON BEHALF OF THE
AUTHORITY; AUTHORIZING THE EXECUTIVE DIRECTOR TO
ENTER INTO AN AFFORDABLE HOUSING AGREEMENT, A
NEW OR AMENDED AND RESTATED GROUND LEASE, AND
RELATED AGREEMENTS AND INSTRUMENTS NECESSARY
TO IMPLEMENT THE HERMOSA VILLAGE PHASE III
PROJECT, PROVIDED THAT SUCH AGREEMENTS DO NOT
MATERIALLY INCREASE OR EXTEND THE FINANCIAL
ASSISTANCE COMMITTED BY THE AUTHORITY BY THE
PRELIMINARY 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 ("HAL"),
Part 2, Division 24, Section 34200, et seq., of the Health and Safety Code ("HSC"), 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 Authority also serves as the housing successor to the former
Anaheim Redevelopment Agency ("Former Agency") pursuant to HSC § 34170, et seq., in
particular §§ 34176 and 34176.1 ("Dissolution Law"), and as housing successor, the Authority is
required to comply with certain statutory requirements of the California Community
Redevelopment Law, HSC §33000, et seq. ("CRL") as operative post dissolution pursuant to
Senate Bill 341 ("SB 341 "); and
WHEREAS, the City of Anaheim ("City") is a California municipal corporation and
charter city; and
WHEREAS, the Authority maintains a Low and Moderate Income Housing Asset Fund
pursuant to HSC §§ 34176 and 34176.1, which funds are available to the Authority to assist in
the development and operation of rental housing in the City that is affordable to persons and
families of Low, Very Low and Extremely Low Income; and
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WHEREAS, Hermosa Village is an existing multi -phased affordable rental housing
project in the community that was redeveloped, rehabilitated, owned, managed, and operated by
separate partnership entities, each of which has as a general partner an entity that is an affiliate of
a parent company, The Related Companies of California, LLC ("Related CA") which is an
affiliate of The Related Companies, L.P., a New York limited partnership; and
WHEREAS, there have been four phases of revitalization and operation of
Hermosa Village; the third ("Phase III") and fourth ("Phase IV", aka "Phase IV -A") phases
comprising 16 buildings and 112 apartments (of the total in all phases of 521 units) are the
subject of this Resolution; and
WHEREAS, the properties that comprise Phase III and Phase IV consist of multiple
parcels owned in fee by the Authority on which the original Phase III and Phase IV projects were
undertaken and presently operate; these properties are the subject of the original Phase III
Ground Lease dated as of February 10, 2006 and the original Phase IV Ground Lease dated as of
July 27, 2007, entered into between Authority, as lessor, and the original Phase III partnership
entity and original Phase IV partnership entity, each as lessee respectively, and other instruments
entered into between the Authority and such original Phase III and Phase IV partnerships
(together, "Original Project Documents"); and
WHEREAS, a new partnership entity, Hermosa Village Phase III Housing Partners, L.P.,
a California limited partnership ("New Partnership") has been formed, which entity will cause
termination of the Original Project Documents for the original Phase III and Phase IV projects
and will negotiate and enter into a series of new and/or amended and restated Phase III Project
documents to undertake a resyndicated and combined Phase III and Phase IV Project (together,
"Phase III Project"); and
WHEREAS, in addition to the Option, and thereafter the new or amended and restated
Ground Lease, certain parcels within the greater Phase III Project include parcels that are owned
by third party owners that are subject to separate ground leases between each fee owner and
Developer ("Individual Ground Leases"); and
WHEREAS, the New Partnership, as Developer, intends to acquire from the original
Phase III and Phase IV partnership entities and then cause the resyndication, new financing, and
new equity investment, additional capital investment, including primary financing sourced from
the proceeds of multifamily housing revenue bonds issued by the Authority, the Substantial
Rehabilitation of the Improvements, and continued operation, management, and maintenance of
the Phase III Project on the Phase III and Phase IV properties (together, Phase III Site) as further
set forth in the Affordable Housing Agreement, new or amended and restated Ground Lease, and
related implementing instruments; and
WHEREAS, Authority and Developer have negotiated the terms of a Preliminary Award
Letter ("Award Letter") under which Authority commits to (i) make an Authority Loan in an
original principal amount of not less than $20,793,383 ("Authority Loan"), (ii) enter into a new
Affordable Housing Agreement ("AHA"), (iii) new or amended and restated Ground Lease of
the combined Phase III Site ("Phase III Ground Lease"), (iv) repayment of part of the original
loans issued by Authority to the original Phase III and Phase IV partnership entities,
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(v) reinvestment of the remaining principal into the new Phase III Project and (vi) other
consideration, all subject to the Award Letter Condition Precedent, by which Developer shall
make certain applications: (1) to the California Tax Credit Allocation Committee ("TCAC") for
a reservation of 4% Tax Credits; and (2) to the California Debt Limit Allocation Committee
("CDLAC") for an award and allocation for the Authority to issue multifamily housing revenue
bonds in an aggregate amount not to exceed $37,000,000 ("Bonds"), in the 2025 Round 3
allocation, and if necessary a second round application in 2026 TCAC and CDLAC application
cycles; and
WHEREAS, the primary objectives of the Award Letter, Option, then the AHA and
Ground Lease between the Authority and Developer are to extend the term of the ground
leasehold interests, provide financial assistance, complete the Substantial Rehabilitation, and
operate, manage and maintain the 112 apartments with appurtenant facilities for a 57-year
Affordability Period for the Phase III Project; and
WHEREAS, if the New Partnership receives an award of 4% Tax Credits from TCAC
and an allocation from CDLAC to issue the Bonds, then Developer and Authority will negotiate
and enter into various implementing documents consistent with the Award Letter, including
"New Loan Documents" and additional "New Project Documents"; and
WHEREAS, by adoption of this Resolution, the Authority intends that this Award Letter
fulfill the enforceable financial commitment and site control required under TCAC Regulation
Section 10325; and
WHEREAS, under the HAL, the Authority has held a duly noticed public hearing on the
proposed Option as described above; and
WHEREAS, on behalf of the New Partnership, The Related Companies of California,
LLC ("Related") has submitted to Authority a development proforma and projected cash flows
for the Project dated as of July 7, 2025 that evidences the financial terms associated with the
Phase III Project, including without limitation the estimated operating expenses and the
estimated Residual Receipts payments and capitalized ground lease payments to Authority, and
WHEREAS, Authority has duly considered all terms and conditions of the proposed
Award Letter and Option, including all exhibits thereto, and believes the Phase III Project is in
the best interests of the City of Anaheim and the Authority 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.
WHEREAS, the Authority caused proper notice of the public hearing, conducted the
public hearing at which testimony was received, both oral and written, in favor, against or neutral
to the proposed actions, and the Award Letter and Option were made available for public
inspection prior to the Authority's consideration and action on this matter; and
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.
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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 Option
to ground lease the Phase III Site for the Phase III and (b) the proposed Award Letter will
facilitate the undertaking, completion and operation of the Phase III Project for the 57-year
Affordability Period; and
Section 3. The Authority Board hereby approves the Award Letter and Option between
Authority and Developer, with such changes may be mutually agreed by the 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 Award Letter
and Option submitted herewith. The Authority Executive Director and Authority Secretary are
authorized to execute and attest the Award Letter and Option and subsequently and subject to
compliance with the conditions set forth in the Award Letter, prepare the AHA and Phase III
Ground Lease, and various implementing documents on behalf of Authority. In such regard,
the Executive Director (or her duly authorized representative) is authorized (a) to sign the final
versions of the Award Letter and Option after completion of any such non -substantive, minor
revisions, and (b) to negotiate, prepare and execute final versions of the AHA, Phase III
Ground Lease, and other instruments implementing the Phase III Project as set forth in the
Award Letter, as determined to be appropriate by the Executive Director. Copies of the final
form of the Award Letter and Option, when duly executed and attested, shall be placed on file
in the office of the Secretary/City Clerk. Further, the Executive Director (or her duly
authorized representative) is authorized to implement the Award Letter and Option and take all
further actions and execute all documents referenced therein and/or necessary and appropriate
to carry out the transaction contemplated by the Award Letter and Option. The Executive
Director (or her duly authorized representative) is hereby authorized to the extent necessary
during the implementation of the Award Letter to make technical or minor changes and
interpretations of the Award Letter after execution, as necessary to properly implement and
carry out the 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
Award Letter.
Section 4. In addition to the authorization of Section 3 above, the Executive Director
is hereby authorized, on behalf of the Authority, to sign all other documents necessary or
appropriate to carry out and implement the Award Letter and Option, including causing the
issuance of warrants in implementation thereto, and to administer the Authority's obligations,
responsibilities and duties to be performed under the Award Letter, Option, and thereafter the
AHA and Phase III Ground Lease.
Section 5. The Authority Secretary shall certify to the adoption of this Resolution.
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THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED
BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THE
121h DAY OF AUGUST 2025 BY THE FOLLOWING ROLL CALL VOTE:
Chairperson Aitken and Authority Members Meeks,
AYES: Balius, Leon, Rubalcava, Kurtz and Maahs
NOES: None
ABSTAIN: None
ABSENT: None
ANAHEIM HOUSING AUTHORITY
By:
Cha
E
ATTACHMENT TO RESOLUTION
[Attach Copies of Award Letter and Option]
City of Anaheim
ANAHEIM HOUSING AUTHORITY
Est. 1975 /J?%
August 12, 2025
Hermosa Village Phase III Housing Partners, L.P.
c/o The Related Companies of California, LLC
18201 Von Karman Avenue, Suite 900
Irvine, California 92612
Attn: Frank Cardone, President
Re: Preliminary Award Letter by the Anaheim Housing Authority to Provide an
Enforceable Financial Commitment and Site Control through an Option Agreement for
Resyndication of an Affordable Rental Housing Project Consisting of 112 Units on a
Combined 3.23 Acre Site, Anaheim, California pursuant to TCAC and CDLAC
Requirements
Dear Mr. Cardone:
This Preliminary Award Letter ("Award Letter") is dated as of August 12, 2025 ("Date of Award
Letter") and is issued to Hermosa Village Phase III Housing Partners, L.P., a California limited
partnership ("Developer"), by the Anaheim Housing Authority' ("Authority"). Herein, each of
Authority and Developer is a "Party" and together the "Parties". This Award Letter relates to
Developer's intended and required application(s) to: (1) the California Tax Credit Allocation
Committee ("TCAC") and its Tax Credit Rules`, in particular California Code of Regulations, Title 4,
Division 17, Chapter 1, Section 10325, in connection with Developer seeking a reservation of 4% Tax
Credits, first application in 2025 and, if necessary a second application in 2026 in up to two applications
as described and limited in Section 4.1, and (2) California Debt Limit Allocation Committee
("CDLAC")3 for a bond allocation to issue multifamily housing mortgage revenue bonds in an
aggregate amount not to exceed $37,000,000 ("Bonds").
Authority is a public body corporate and politic organized and existing under pursuant to the California Housing
Authorities Law, Health and Safety Code ("HSC") Section 34200. et seq. ("HAL") and serves as the housing
successor to the former Anaheim Redevelopment Agency ("Former Agency") pursuant to HSC §34170, et seq.,
in particular §§34176 and 34176.1, ("Dissolution Law"). Further, as housing successor, Authority is required to
comply with certain statutory requirements of the California Community Redevelopment Law, HSC §33000, et
seq. ("CRL") as operative post -dissolution pursuant to Senate Bill 341 ("SB 341"). The City of Anaheim is a
California municipal corporation and charter city ("City"). In this Award Letter, together, Authority and the City
may be referred to together as "Anaheim".
"Tax Credit Rules" shall mean Section 42 of the Internal Revenue Code and/or California Revenue and Taxation
Code Sections 17057.5, 17058, 23610.4 and 23610.5 and California Health and Safety Code Section 50199,
et seq., as applicable, as the foregoing may be amended from time to time, and the rules and regulations
implementing the foregoing, including Title 4 Cal Code Regs Section 10300, et seq.
Division 1, Chapter 11.8, California Government Code, Section 8869.80, et seq., and implementing regulations
in Title 4, Cal Code Regs Section 5000, et seq. ("CDLAC" and "CDLAC Rules"); See:
https://www.treasurer.ca.gov/cdIac/ and https://www.treasurer.ca.gov/edlac/regulations/2024/1211/approved-
regul ations-december-2024.pdf).
4914-3593-3267v2/022620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 12
Under the respective program requirements TCAC and CDLAC require Developer, as applicant, to
evidence certain funding commitments and site control of the subject real property, which are intended
to be evidenced by this Award Letter and the Option Agreement as further described herein related to
the Resyndication, substantial rehabilitation, and operation of a 112-unit affordable rental housing
project comprised of one-, two- and three -bedroom units in sixteen (16) multifamily buildings
(together, "HV III Project") that will be ground leased by Authority to Developer (excluding the Bern
Properties, as defined herein below) as described in the Ground Lease Option Agreement ("Option"),
attached as Exhibit A and fully incorporated by this reference. The real property on which the HV III
Project is located shall be referred to herein as the "HV III Properties" and the current street addresses
of the HV III Properties are listed on Exhibit E hereto.
1. BACKGROUND AND OBJECTIVES.
1.1 Original HV III and HV IV Housing Units and Ground Leases.
Hermosa Village Phases III and IV, together, consist of 112 multifamily apartments (96 located
on land owned in fee by Authority and sixteen (16) located on land owned in fee by a third party)
available to and occupied by eligible Extremely Low (< 30% Area Median Income ("AMI")),
Very Low (< 50% AMI) and Low Income (<_ 60% AMI) tenant households, and all ancillary and
appurtenant facilities (collectively, "Original HV III & IV Project") located within the HV III
Properties. The HV III Properties (excluding the Bern Properties) are currently ground leased by the
Authority to Anaheim Revitalization III Partners, L.P. and Anaheim Revitalization IV Partners, L.P,
each a California limited partnership (respectively, HV III Original Partnership, and HV IV Original
Partnership, and together, "Original Partnership") under the terms of (i) the HV III Original Ground
Lease dated as of February 10, 2006 for the original HV III Authority -owned properties, and (ii) the
HV IV Original Ground Lease dated as of July 27, 2007, each entered into by and between the
Authority, as Landlord, and respectively the HV III Original Partnership, as Tenant, and
HV IV Original Partnership, as Tenant (together, "Authority III & IV Ground Leases").
The remaining sixteen (16) (of 112) units within the HV III Properties are located at
1624 Calle del Sol and 1630 Calle del Sol in the City ("Bern Properties") that are ground leased by the
third party owner(s) (together, "Bern Owner") to the HV III Original Partnership ("Bern Ground
Leases").
The Original Partnership owns fee title to all of the buildings, structures, amenities fixtures,
equipment and other improvements, currently existing on the HV III Properties
("Current Improvements").
1.2 Original HV III and HV IV Authority Loans.
In connection with the Original HV III & HV IV Projects, Authority entered an Affordable
Housing Agreement with the HV III Original Partnership, and an Affordable Housing Agreement with
the HV IV Original Partnership (together, "Original AHAs"). Pursuant to the respective Original
AHAs, Authority issued loans to the respective Original Partnership as follows:
4914-3593-3267v2/022620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 13
• Phase III Loan dated as of February 10, 2006 in an original principal amount of
$7,900,000, with accrued interest to August 31, 2025 of $3,457,985 for a total Phase III
balance of $11,357,985 "Original Authority HV III Loan"; and
• Phase IV Loan dated as of July 27, 2007 in an original principal amount of $5,200,000,
with accrued interest to August 31, 2025 of $2,235,398 for a total Phase IV balance of
$7,435,398 "Original Authority HV IV Loan";
thereby the cumulative balance as of August 31, 2025 is $18,793,383. Each such loan is evidenced by
an Authority promissory note and each secured by an Authority subordinate deed of trust recorded in
the Official Records, County of Orange, State of California (together, "Original HV III/IV Loan"). The
final Authority Loan Amount shall reflect the principal and accrued interest at time of Closing of
Financing ("Authority Loan Amount').
1.3 Reset and Restructure to Implement the new HV III Project.
The HV III Properties (excluding the Bern Properties) will be the subject of the extension and
restructure of the Authority III & IV Ground Leases pursuant to that certain "Option to Extend the
Authority III & IV Ground Leases" ("HV III Option") attached as Exhibit A hereto, and pursuant to a
new "HV III Affordable Housing Agreement' ("HV III AHA") the Parties will agree to the reset and
restructure of the Original HV III/IV Loan, the financial terms and conditions of the Authority
Financial Assistance, scope of the Substantial Rehabilitation of the Current Improvements, scope of
supportive services to tenant households, Relocation obligations to certain existing tenant
household(s), and other terms and conditions of the Resyndication of the Original HV III & HV IV
Projects that are the subject of this Award Letter.
2. ENFORCEABLE FINANCING COMMITMENT AND SITE CONTROL FOR
DEVELOPER APPLICATION(S) TO TCAC AND CDLAC FOR IMPLEMENTATION OF HV
III PROJECT.
By this Award Letter and expressly subject to the Award Letter Condition Precedent (defined
below), Authority commits to provide to Developer: (1) the "HV III Authority Assistance" that
includes a new or refinanced "HV III Authority Loan" and additional financial assistance as described
below, as the "enforceable financing commitment"4, and (2) "site control"5 through the HV III Option
that provides a commitment by Authority to Developer to enter into a new "HV III Ground Lease" of
the HV III Properties (excluding the Bern Properties which is the subject of a separate option
agreement), for Developer to undertake and complete the Substantial Rehabilitation and continue to
operate the HV III Project, as both (1) and (2) are required under the Tax Credit Rules to apply to
TCAC for a Reservation of 4% Tax Credits and to CDLAC for an allocation to issue multifamily
housing revenue bonds ("Bonds") to be issued by the Authority.
The Authority Assistance is described herein and shall be detailed in that certain
Affordable Housing Agreement ("AHA") and the new HV III Ground Lease between Authority and
4 Tax Credit Rules Section 10325(fl(3).
5 Tax Credit Rules Section 10325(f)(2).
4914-3593-3267v2/022620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 14
Developer to implement the HV III Project, subject to Developer satisfying the Award Letter Condition
Precedent defined and described below.
2.1 Authority Assistance. The Authority Assistance includes (1) the new or refinanced
Original HV III/IV Loan through issuance of the new HV III Authority Loan in an original principal
amount of $18,793,383 plus accrued interest to the date of the Closing of Financing (term defined
herein), plus (2) a $2,000,000 Ground Lease Extension Payment to be structured as hard debt service
payments paid over a 30-year period during the reset, new 57-year HV III Ground Lease Term with an
estimated annual payment of $114,580/Year (the "Ground Lease Extension Payment"), and
(3) Authority issuance of the Bonds, the proceeds of which will be a primary source of funding the
construction of the Substantial Rehabilitation and continued operation of the HV III Properties and HV
III Project. The Authority Assistance shall not constitute a partial or full repayment of existing soft
financing.
2.2 New HV III Ground Lease. Under the HV III Option granted by the Authority to
Developer, the Authority III & IV Ground Leases will be reset and restructured into a new "HV III
Ground Lease". The Term of the HV III Ground Lease will be 57 years commencing upon the Closing
of Financing and continuing for 55 years from the date of recordation of the Release of Construction
Covenants. An exhibit to the HV III Ground Lease will include TCAC's current form of "Lease Rider"
(dated as of 2022), which form (or a TCAC-updated form) will be required to be executed by the
Parties at Conversion of the HV III Project. The HV III Ground Lease will include the obligation to
pay a Residual Receipts ground lease payment as described below in the definition of Residual Receipts
cash flow, including continued annual payment after full repayment of the HV III Authority Loan.
Developer shall enter into negotiations with the Bern Owner to extend the Bern Ground Leases also
for the 57-year term concurrent with the new HV III Ground Lease.
Therefore, site control of the HV III Properties (excluding the Bern Properties) is provided
herein by Authority's commitment to ground lease the HV III Properties (excluding the Bern
Properties) to Developer pursuant to the HV III Option, and then later under the AHA and the final
form of the HV III Ground Lease upon which the HV III Project will be Substantially Rehabilitated
and operated as an affordable housing project for the 55-year Affordability Period. Exercise of the
Option and execution of HV III Ground Lease by Authority to Developer is expressly subject to certain
conditions precedent: (1) Developer is awarded a Reservation of 4% Tax Credits by TCAC within the
time frame provided in Section 4.1. L, and (2) Developer receives an allocation by CDLAC to issue
the Bonds within the time frame provided in Section 4.2.1, and (3) Developer is ready to proceed to
the closing of, and closes escrow for its, construction financing for the HV III Project on or before the
180/194-day readiness deadline described in the Tax Credit Rules6 for the applicable round of award
of tax credits and bonds ("Closing of Financing"), which (1)-(3) together comprise the "Award Letter
Condition Precedent".
Authority intends that this Award Letter provides "site control" under the Tax Credit Rules as
"an executed lease agreement or lease option for the length of time the project will be regulated under
6 The Tax Credit Rules set forth a 180-day or 194-day "readiness" deadline, as assigned by the TCAC Executive
Director.
4914-3593-3267v2/022620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 15
this program connecting the applicant and the owner of the subject property..." (Tax Credit Rules
Section 10325(f)(2)(A)(ii); italics added.)
3. TERMS AND CONDITIONS OF AWARD LETTER AND OPTION.
3.1 Term of Award Letter. As provided below in Section 4, Authority agrees that
Developer may submit up to, but not exceeding, two (2) applications to TCAC and CDLAC, one in
2025 and the second in 2026. The "Term" of this Award Letter commences on August 12, 2025 and
shall end and expire automatically on the Letter Expiration Date, which date is the earliest to occur of:
(1) December 31, 2026, unless Developer receives an award of 4% Tax Credits and tax-exempt Bonds
through one of its two applications and is in the process of satisfying the Award Letter Condition
Precedent, or (2) in accordance with Section 4 for failure to obtain a reservation of Tax Credits and an
allocation to issue tax-exempt bonds after submittal of the up to two, but not exceeding, two
applications to TCAC and CDLAC„ or (3) after Developer's receipt of award of 4% Tax Credits and
tax-exempt bonds from one of the up to, but not exceeding, two submittals to TCAC and CDLAC as
provided in Section 4.1 below, Developer's failure to satisfy the Award Letter Condition Precedent
within the time periods provided in Section 2.2, at which time the terms set forth herein shall be null
and void. Notwithstanding (1)-(3) in the prior sentence, prior to the Letter Expiration Date the Director
may, in her or his sole and absolute discretion, approve in writing an amendment and extension of the
Term.
3.2 No Assignments by Developer during Term. Authority and The Related Companies
of California, LLC ("Related CA") have direct prior experience related to development and operation
of affordable housing projects, including in the City of Anaheim, and Authority has entered into this
Award Letter in material reliance on this fact. Developer is comprised of Related/Hermosa Village
Phase III Development Co., LLC, as its administrative general partner ("AGP"), an affiliate of Related
CA and a to -be formed non-profit entity wholly -owned by National Community Renaissance
Corporation, a California nonprofit public benefit corporation that will be the managing general partner
("MGP") of the Developer limited partnership. Other than admission of the MGP, no partner of the
Developer entity shall assign its interests in the partnership during the Term, without the prior written
consent of the Director in her or his sole discretion.
3.3 Affordable Housing Agreement. Developer has applied to Authority for issuance of
this Award Letter, and subject to the satisfaction of the Award Letter Condition Precedent and certain
additional conditions precedent described herein, desires to implement this Award Letter. The
complete terms, conditions, and provisions of the AHA and HV III Ground Lease will be negotiated
and entered into between Authority and Developer at a time concurrent with (a) Developer's Closing
of Financing, (b) entering into a limited partnership agreement, or amended and restated limited
partnership agreement, with the tax credit equity investor of Developer ("Investor Limited Partner"),
and (c) related actions to commence the construction through completion of the Substantial
Rehabilitation and continued operation of the HV III Project. If the Award Letter Condition Precedent
is satisfied by Developer, then under the AHA, including the HV III Ground Lease (exclusive of but
subject to Developer securing the new Bern Ground Lease(s)), Developer shall cause development and
operation of the HV III Project on the HV III Properties.
4914-3593-3267v2/022620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 16
4. FIRST COMPONENT OF AWARD LETTER CONDITION PRECEDENT.
4.1 Application to TCAC for Reservation of 4% Tax Credits and CDLAC for Tax -
Exempt Bonds. Developer agrees to prepare and submit up to, but not exceeding, two (2)
application(s) to TCAC for a Reservation of 4% Tax Credits and simultaneously to apply to CDLAC
for an allocation of tax-exempt bonds with the first application in the third round of 2025, and the
second application during a round in 2026. In other words, if Developer is unsuccessful in receiving
an award of 4% Tax Credits and tax-exempt bonds in the 2025 application round, Developer may apply
for another round in 2026. If Developer is unsuccessful in receiving a reservation of 4% Tax Credits
and tax-exempt bonds in the second application attempt, Director and Developer shall meet and confer
to discuss a third application by Developer. Director's decision to approve, or not approve, a third
application is and shall remain in her or his sole and absolute discretion and such discretion shall be
exercised prior to the expiration of the Term described in Section 3.1 above. If Director does not
authorize Developer's submittal of a third application, then this Award Letter shall terminate and be
of no further force or effect.
4.2 Additional Funding Sources. Developer may seek and apply for additional sources
of funding for the development and operation of the HV III Project; this may include without limitation
grants, loans, and other funding by or from governmental or non -governmental entities for
development and operation of long-term affordable housing, provided that such funding source(s) do
not conflict with Authority's waiting list and preference policies for affordable housing subject to
applicable state and federal Fair Housing Laws.? If and to the extent Developer secures commitment(s)
from such other and additional affordable housing programs, then such award(s) and amount(s)
therefor shall be subject to a supplemental Financial Gap Analysis (defined herein) to determine if
Authority Assistance amount will be adjusted, if at all. The award(s) described in this Section 4.3 may
require, in the discretion and decision of the Director, an amendment of this Award Letter to evidence
the terms and conditions related thereto.
5. SITE CONTROL; OPTION.
5.1 Site Control under Tax Credit Rules. By this Award Letter and pursuant to the
Tax Credit Rules, Authority intends to provide Developer "site control" of the HV III Properties
(excluding the Bern Properties) pursuant to the Option, Exhibit A. The terms and conditions herein are
also subject to the following:
5.1.1 Lease Option. Site control under the Tax Credit Rules includes "an executed
lease agreement or lease option for the length of time the project will be regulated under this program
connecting the applicant and the owner of the subject property[.]" (Tax Credit Rules Section
10325(f)(2)(A)(ii).) Under the Option, Authority grants the Option to Developer to exercise its right
to reset, extend and ground lease the HV III Properties (excluding the Bern Properties), subject to the
Award Letter Conditions Precedent. Therefore, this Award Letter evidences a valid, current,
7 The term "Fair Housing Laws" means and includes the Unruh Civil Rights Act, California Civil Code Section 51,
et seq., California Fair Employment and Housing Act (FEHA), Government Code Section 65008, Government
Code Section 11135, et seq., Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government
Code Section 4450, et seq., and other state and federal fair housing laws and regulations.
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 17
enforceable contingent agreement connecting Developer, as applicant and optionee, and Authority, as
owner and optionor of the HV III Properties (excluding the Bern Properties).
(a) The Legal Description of the HV III Properties (excluding the Bern
Properties) is attached hereto as Exhibit C and fully incorporated by this reference.
6. HV III PROJECT LAND USE HV III ENTITLEMENT.
6.1 City Entitlement. As of the date of this Award Letter, the land use approvals
("Entitlement") for the HV III Project are ministerial and "by right" under California Government
Code Sections 65650 to 65656, in particular Section 65651, as this is a 100% affordable housing rental
project that meets the statutory requirements therein. Further, the Substantial Rehabilitation of the
HV III Project has been previously, separately, and fully evaluated under CEQA as defined and further
described herein.
6.1.1 City Review of Development Plans. Developer acknowledges that the
Development Plans for the Substantial Rehabilitation, including plans and specifications, are required
to be submitted to, reviewed and approved by the City pursuant to City's building plan check process,
in compliance with and subject to City's objective development standards, applicable laws and
regulations. In connection with Developer initial submittal, and as applicable resubmittal(s), to the
City, Authority will coordinate with City staff and Developer representatives toward the expeditious
review and final approval of the Development Plans for the Substantial Rehabilitation. Developer
acknowledges and agrees that in no event shall all or any part of the Development Plans be deemed
approved by the City.
6.1.2 Authority Review of Development Plans. In addition to Section 6.1.1,
Authority, through its staff (and consultant(s)), has the separate right to review Developer's
submittal(s) of the Development Plans for the Substantial Rehabilitation. Authority agrees to
undertake and complete such review in good faith and with reasonable diligence toward final approval
of the Development Plans during the period commencing on Developer's submittal to Director and
ending three (3) weeks thereafter; provided however, if one or more resubmittals are reasonably
requested by Authority staff, such three-week period shall be extended for a reasonable number of days
to allow adequate time to review and approve Developer's each resubmittal. In no event shall all or
any part of the Development Plans be deemed approved by Authority.
6.2 Substantial Rehabilitation.
6.2.1 Scope of Substantial Rehabilitation. The HVIII Project including, without
limitation, its common areas, will be substantially rehabilitated that will include:
(a) Rehabilitating the 112 Housing Units with updated living rooms, kitchens,
bedrooms and bathrooms;
(b) Converting 10% of the Housing Units with mobility features to meet standards
of California Building Code Chapter 11B;
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 18
(c) Providing 4% of the Housing Units with communication features to meet
standards of California Building Code Chapter 11B;
exteriors;
(d) Repairing and updating all residential buildings' and appurtenant structures'
(e) Refreshing landscaping of all residential buildings and appurtenant structures;
(f) Upgrading ADA path of travel to meet accessibility standards;
(g) Refurbishing laundry rooms;
(h) Improving site security (e.g., cameras, key fob entry system, etc.);
(i) Renovating portions of the structure referred to as the South Community
Building.
7. AUTHORITY ASSISTANCE; GROUND LEASE.
7.1 Authority Loan. Subject to the conditions described herein, the original principal
amount of "Authority Loan" will be up to $18,793,383 plus accrued interest to the date of Closing of
Financing ("Authority Loan Amount"), which will be evidenced by the "Authority Note" and secured
by the "Authority Deed of Trust". The original funding of the Authority Loan was sourced from the
Authority's low to moderate income housing asset fund ("LMIHAF"). The Authority Loan is a part of
the financing for, and to facilitate, the planning, design, construction through completion of the
Substantial Rehabilitation, and continued operation, property management, and maintenance of the HV
III Project for not less than the reset 55-year Affordability Period described herein and hereafter in the
AHA and HV III Ground Lease, subject to satisfaction of the Award Letter Condition Precedent.
Authority Loan Amount is hereby committed to Developer for rehabilitation of the HV III Project
subject to satisfaction of the Award Letter Condition Precedent and the other terms and conditions of
this Award Letter. The final Authority Loan Amount shall be determined after Developer meets the
Award Letter Condition Precedent and readiness for Closing of Financing, based on an updated
Financial Gap Analysis and subject to a subsidy layering analysis, which shall occur prior to Closing
of Financing. In this regard, Authority will evaluate and establish more specifically in the AHA the
terms and conditions of Authority Loan, Authority Note, 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.
7.1.1 Authority Loan Repaid from Residual Receipts. Authority Loan will be a
residual receipts loan in a lien position subordinate to the deed of trust securing Developer's loan
obtained for construction financing and the loan take-out permanent financing (each a "Primary
Loan"), all as will be more fully set forth in the AHA and HV III Ground Lease. The Primary
Permanent Loan will be sized with a minimum debt coverage ratio of 1.15.
(a) The term "Residual Receipts" will be fully defined in the AHA, but
generally is defined as HV III Project annual revenue less the sum of defined and eligible: (1) operating
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 19
expenses; (2) debt service on the Primary Loan, (3) required operating and capital reserve deposits, (4)
repayment of permitted operating, development, or capital loans, if any, (5) property management fee,
(6) eligible partnership related fees including an asset management fee, and (7) unpaid Deferred
Developer Fee.
(i) If State HCD or other governmental funding sources require an
allocation of Residual Receipts as between and/or among Authority, Developer, and other
governmental entity(ies), if any, the split thereof shall be established after Developer receives the
Reservation of Tax Credits and Bond allocation from CDLAC, and after the Financial Gap Analysis
described above, provided however the percentage allocations between or among the governmental
funding entities shall be established in a fair, reasonable manner and in compliance with applicable
legal requirements.
7.1.2 Authority Share of Residual Receipts and Developer Share of Residual
Receipts.
(a) The Authority Loan shall be repaid from seventy-five percent (75%) of
Residual Receipts and Developer will retain twenty-five percent (25%) of Residual Receipts, subject
to subparagraphs (i) to (v) below, inclusive and subject to Section 8.1.1 providing for sharing of
Residual Receipts among other soft lenders, if any; provided however, the allocation and use of
Residual Receipts percentages as between Authority and Developer shall be adjusted and used during
certain initial periods as follows:
(i) If there is an Excess Deferred Developer Fee (defined herein),
this fee will be repaid with 100% of Residual Receipts (net cash flow).
(ii) After the Excess Deferred Developer Fee, if any, is repaid, then
fifty percent (50%) of Residual Receipts will be used to repay the Deferred Developer Fee (defined
herein) and the remaining 50% of net cash flow will be used for Residual Receipts payments; thereby
the Authority will receive thirty-seven and one-half percent (37.5%) of Residual Receipts (i.e., 75% of
50%) and the Developer will receive 12.5% of Residual Receipts during such period.
(iii) After the Excess Deferred Developer Fee and Deferred
Developer Fee are repaid, Authority will receive 75% of Residual Receipts, and the Developer Share
of Residual Receipts will be twenty five percent (25%).
(iv) Authority Share of Residual Receipts will be first used to repay
the Authority Loan, then once the Authority Loan is repaid, then Authority Share of Residual Receipts
shall continue as an additional annual ground lease payment for the Term of the HV III Ground Lease.
(b) The allowable Developer Fee shall not exceed Three Million Dollars
($3,000,000), and is subject to the following subparagraphs:
(i) Developer intends to defer $854,000 of the $3,000,000
Developer Fee as the "Deferred Developer Fee," provided such deferred amount is subject to both
(A) Director review and approval for upward adjustment prior to the Closing of Financing, and
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
110
(B) adjustments resulting from changes to the TCAC or CDLAC regulations, and such amount is
approved by the Director in his/her sole discretion.
(ii) Notwithstanding, in the event the Deferred Developer Fee
exceeds $854,000 (or such authorized adjusted amount), then this overage amount shall be deemed
"Excess Deferred Developer Fee", which shall be repaid from 100% of net cash flow and the remaining
net cash flow shall be allocated as Residual Receipts as between Authority and Developer as described
above in subsection 8.1.2(a).
7.2 Ground Lease Option Agreement. Pursuant to the Option, Exhibit A, Authority
grants to Developer the Option to ground lease the HV III Properties (excluding the Bern Properties),
and once the Award Letter Condition Precedent is satisfied, Authority and Developer will enter into
the HV III Ground Lease at the Closing of Financing. The Option, Exhibit A, shall be entered into and
executed by and between Developer and Authority concurrent with this Award Letter and shall be an
exhibit to Developer's applications to TCAC and CDLAC as described above.
8. COMPLIANCE WITH LAW; STATUTORY REQUIREMENTS.
Developer acknowledges, and the AHA will affirm, that the original assembly and acquisition
of the HV III Properties were paid for, in whole or in part, with monies sourced from and subject to
the HAL, HSC Section 33334.2 pre -dissolution of the former Anaheim Redevelopment Agency
("Former Agency") and HSC Section 34176.1 post -dissolution by Authority, as the housing successor
under the Dissolution Law, as amended by Senate Bill 341. Therefore, this Award Letter, and then the
AHA, HV III Ground Lease, and all other implementing documents and instruments are and shall
remain subject to the applicable requirements of, and Developer covenants to comply with, all
applicable requirements of: (i) HAL, (1i) CRL as amended by SB 341, (iii) Dissolution Law,
(iv) Environmental Laws (as defined in AHA), and (v) all other applicable federal, state, and local laws
and regulations.
8.1 Prevailing Wage Laws; Labor Compliance. The Developer shall comply with
California Labor Code Section 1720, et seq., as applicable, and, only if applicable federal labor laws
(if any)8, and related prevailing wage, labor, contracting, and contractor requirements (together,
"Prevailing Wage Laws"). Under the AHA, Developer shall assume all responsibility, liability,
obligation for payment and will indemnify, hold harmless, and pay for all claims, suits, and liabilities
affecting Authority (and City and their Indemnitees) relating to Prevailing Wage Laws as applicable
to the HV III Project, to Developer, its General Contractor and all subcontractors. As between state
and federal Prevailing Wage Laws, the most restrictive shall apply.
8.2 Receipt of Subsidy Layering Review approval from TCAC. The HV III Project and
all sources of funding of the HV III Project are subject to subsidy layering review ("SLR") under
applicable federal and state laws to ensure that excessive public assistance is not used when combining
public assistance from federal, state, or local agencies including through Tax Credits and Bonds.
Federal prevailing wage regulations at 29 CFR parts 1, 3, and 5 that implement the Davis -Bacon Act and the
Davis -Bacon Related Acts (collectively, "Davis -Bacon")
https://www.federalre ister.gov/documents/2023/08/23/2023-17221/updating-the-davis-bacon-and-related-acts-
reQulations.
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page I11
Pursuant to federal and state notices, TCAC may, and is now, performing SLRs for and on behalf of
HUD, and TCAC may authorize the local jurisdiction to prepare the SLR for its review and approval.
9. HV III PROJECT PROFORMA.
9.1 HV III Project Proforma. As of the Date of Award Letter, the Authority Assistance
has been evaluated and determined, and this Award Letter is provided, based on Authority's material
reliance on and review of Developer's application for the Authority Assistance and Developer's
HV III Project most recent project proforma. The sources uses of funding to undertake the Substantial
Rehabilitation and operation of the HV III Project and the 55-year projected cash flows for the HV III
Project will be used by Developer in connection with its applications to TCAC and CDLAC ("HV III
Project Proforma"). The HV III Project Proforma presumes approval of the funding sources described
herein based on Developer's application to TCAC and CDLAC in the 2025 application and if necessary
the 2026 application (and updated for the second application, if applicable) described in Section 4.
above. Developer shall update the HV III Project Proforma after a 4% Tax Credit Reservation and an
allocation to issue the Bonds are awarded. The HV III Project Proforma, as updated, will be a part of
the updated Financial Gap Analysis and applicable SLR in connection with entering into the HV III
Ground Lease concurrent with the Closing of Financing.
(a) The current HV III Project Proforma is attached hereto as Exhibit D and
incorporated by this reference.
10. FUNDING APPLICATIONS; COOPERATION; THIRD PARTY COSTS FROM
DATE OF AWARD LETTER TO CLOSING OF FINANCING.
10.1 Cooperation. The Parties shall cooperate in good faith in connection with Developer's
Applications to TCAC and CDLAC and to defer payment of certain development impact fees for the
HV III Project.
10.2 Third Party Costs. Developer agrees to pay or reimburse Authority (and City) for the
cumulative fees, costs, and expenses incurred by Anaheim, including all third party consulting and
attorney fees, as incurred from May 13, 2025 through the Closing of Financing, such as but not limited
to relocation, environmental assessment, remediation, contractors, subcontractors, engineering,
consulting and other professional services, but excluding in-house staff time, provided, such amount
shall not exceed $125,000. Payment shall occur either (a) occur promptly on submittal of invoice(s),
or (b) in a lump sum at Closing of Financing.
11. AFFORDABLE HOUSING AGREEMENT; GROUND LEASE.
Subject to Developer's receiving the Reservation of Tax Credits and Bond allocation,
Authority and Developer will negotiate and enter into the AHA and HVIII Ground Lease. The AHA
will set forth a series of "Conditions Precedent", to be satisfied by Developer, as applicable, and
Authority, as applicable.
11.1 Approval and Execution of AHA and Ground Lease. The final form of the AHA
and HVIII Ground Lease shall be approved by Developer in its sole and absolute discretion; and, the
Director, is hereby authorized to approve and execute in her/his sole discretion, provided however,
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 112
she/he may elect in her/his sole and absolute discretion to present the AHA and HV III Ground Lease
to Authority Board (and if applicable City Council) for consideration and action to the extent required
under Section 15 hereto. The AHA and HV III Ground Lease are also subject to approval as for form
by the City Attorney/general counsel as required by the City Charter, and shall be attested by Authority
Secretary.
11.2 Summary of Certain AHA and Ground Lease Terms. A summary of the topics and
basic terms to be set forth in the AHA and HV III Ground Lease will include the following:
11.2.1 HV III Ground Lease. Subject to satisfaction of Award Letter Condition
Precedent and Developer's exercise of the Option, Authority will transfer to Developer a long term
ground leasehold interest in the HV III Properties (excluding the Bern Properties) for a term of
fifty-seven (57) years to be set forth in the HV III Ground Lease, or such longer period approved in
the sole and complete discretion of the Director; and
11.2.2 Authority Loan. Authority Loan shall be fully described in the AHA,
including:
(a) Interest Rate. Principal amount of Authority Loan shall bear four
percent (4%) simple interest per annum.
(b) Term of Authority Loan. Remaining principal and accrued interest on
Authority Loan shall be due in full upon the 55 h anniversary of the completion of construction of the
HV III Project or earlier upon transfer, sale, non -permitted refinancing, or default as will be set forth
in the AHA.
(c) Monetary Lien Priorities. The lien position of Authority Loan (and, if
documented as two or more loans, the subordinate lien positions) will be subordinate to Developer's
Primary Loan for construction and permanent financing of the HV III Project.
(d) Residual Receipts Allocation. Repayment of Authority Loan shall be
from Residual Receipts as described in Section 7.1.1 and 7.1.2 above. Calculation of Residual Receipts
will be subject to and calculated after payment of eligible operating expenses, approved debt service,
Deferred Developer Fee, Excess Deferred Developer Fee, if any remaining, and eligible partnership
related fees, also as provided herein and later in the AHA.
(e) HV III Ground Lease Rent. Upon repayment in full of the Authority
Loan from Residual Receipts, then for such period commencing on the full repayment of the Authority
Note until the expiration of the HV III Ground Lease, Developer shall pay to Authority an annual
ground lease rent out of Residual Receipts in the same amount as it would have paid toward Authority
Loan payments.
11.2.3 Annual Extension Payment. In addition to the ground lease rent described in
Section 11.2.2(e) above, Developer and Authority shall enter into a capital lease or other compensation
agreement under which Developer agrees to make a Ground Lease Extension Payment to Authority of
$2,000,000 that shall be structured under the AHA, HV III Ground Lease, and an implementing
agreement or other instrument as an "above -the -line" hard debt service annual payment based on 4%
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 113
interest and amortized over 30 years, with annual payments remitted each Year at an estimated annual
payment of $114,580/Year for Years 1 to 30 inclusive.
11.3 Additional Terms and Conditions Precedent under AHA and HV III Ground
Lease. The AHA will include additional terms and set forth a series of conditions precedent to the
Closing of Financing, including without limitation:
11.3.1 Development Plans. The plans for the Substantial Rehabilitation will include
the Basic Concept Drawings, Construction Drawings, and final "Development Plans", which will be
presented by Developer in phases and then reviewed for approval (or disapproval) by the Director and
City departments as generally described in Section 6.1.1 above.
(a) If requested by Authority (or City) staff, progress meetings shall be
held to coordinate the preparation and review of each phase of the Development Plans.
11.3.2 Partnership Related Fees. The following Partnership Related Fees will be
paid pursuant to the Limited Partnership Agreement and limited to the following not to exceed
amounts:
(a) A limited partner asset management fee ("Asset Management Fee")
payable to the Investor Limited Partner in the amount of $5,000/Year, increasing by 3%/Year; and
(b) A general partner partnership management fee
("Partnership Management Fee") payable to the general partners in the total amount (for all general
partners) of $30,000/Year, increasing by 3%/Year.
11.3.3 Escrow. Developer shall cause opening of the Escrow with a mutually agreed
"Title Company". The Title Company shall also provide title services, issuance of preliminary report(s)
with hyperlinks to underlying exceptions to title, and will issue the requested owner, leasehold and
lender policies of title insurance requested by Authority, Developer, and Primary Lender to be issued
concurrent with the Closing of Financing.
(a) Developer (not Authority or City) shall pay all fees and costs incurred
by Authority and Developer for: (i) Escrow, (ii) premiums for each and all requested owner, leasehold
and loan policies to the issued by Title Company to Developer and Authority, (c) documentary transfer
tax applicable to this transaction, and (d) such other costs and expenses related to the Escrow and/or
title matters not expressly described in (i) or (ii).
11.3.4 Relocation. Developer agrees to the extent any person, or tenant occupying
or otherwise using or having access to the HV III Properties, including existing tenant household, that
are displaced due to implementation of this HV III Project or are otherwise required and caused to
move from the HV III Properties, or otherwise be displaced, each person, or tenant household may be
eligible for advisory assistance, monetary payments, and other benefits under the Relocation Laws.
(a) Developer agrees to and shall be fully responsible for administering
Relocation, if any is required, including determinations of eligibility, extent of advisory assistance, and
scope and amount of benefits and monetary payments pursuant to the applicable Relocation Laws,
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 114
subject to oversight and review by the Director. Developer shall cause to be provided and shall pay
any and all Relocation assistance and benefits, if any due, in accordance with Relocation Laws and in
a manner and in amounts expressly approved by Director to each eligible displaced person that is
required to vacate the HV III Properties as a result of implementation of the HV III Project or this
Award Letter, including implementation hereof under the AHA and HV III Ground Lease. Director's
approval rights in the preceding sentence shall be limited solely to determining compliance with
Relocation Laws. Developer is and shall remain solely responsible, legally and financially, to pay all
out-of-pocket costs for direct payments to eligible person(s), household(s), if any, for Relocation
assistance and benefits due and paid and for any other costs incurred related to Relocation, including
a Relocation consultant, and any and all costs or fees incurred.
(b) The term "Relocation Laws" and "Relocation" mean all state
(and federal if applicable) relocation laws and regulations, including without limitation,
(i) the California Relocation Assistance Act, Government Code Section 7260, et seq. and the
implementing regulations thereto set forth in Title 25, Section 6000, et seq. of the California Code of
Regulations, (ii) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 ("URA"), 42 U.S.C. 4601-4655, and the implementing regulations thereto set forth in 49 CFR
Part 24, and (iii) any other applicable federal, state or local enactment, regulation or practice providing
for relocation assistance, benefits, or compensation for moving and for property interests (including
without limitation goodwill and furnishings, fixtures and equipment, and moving expenses), and
(iv) any state and/or federal law or regulation prohibiting payment of relocation benefits or assistance
to persons ineligible for relocation benefits or assistance. Developer shall be solely responsible for
payment of all costs, expenses, and payments required to be made and/or incurred pursuant to any and
all applicable Relocation Laws; Authority shall not incur any costs or expenses as a result of the
application of the Relocation Laws to the HV III Project, this Award Letter, the AHA, HV III Ground
Lease or any other implementing agreement, or in any manner related thereto.
11.3.5 Readiness for Construction of the Substantial Rehabilitation. Developer
shall have received from City a letter stating that the City is ready to issue all building permits to
commence the Substantial Rehabilitation of the HV III Project ("readiness letter"), which readiness
letter shall include express conditions that no later than five (5) business days after the Closing of
Financing.
Developer shall pay all fees charged and due to City, if any, as well as each and
all other governmental agencies that charge fees in connection with the HV III Project, including fees
assessed by school districts, sanitary districts, water districts, utility company(ies) (subject to the
provisions of Government Code Section 66007, et seq. and Senate Bill 937), if such payments are made
to City and/or directly to the other governmental agency(ies) if such agency(ies) customarily collect
such fees (with submittal of evidence to City from such governmental agency(ies) that full payment
has been received) or shall have delivered to City evidence satisfactory to the Authority Director (or
City Manager) that Developer has made arrangements mutually agreeable by Developer and
corresponding governmental agency (other than City) with regard to the payment of the applicable
fees. Upon such full payment by Developer, then Developer shall be eligible to obtain, and Authority
shall cause City to issue, the Building Permits for the HV III Project.
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 115
11.3.6 Primary Loan. Developer shall have secured all necessary institutional
financing and funding for the Primary Loan to undertake and complete the Substantial Rehabilitation
and thereafter continued operation of the HV III Project and as approved by Authority and provided
that no such loan shall be a FannieMae-, FreddieMac-, or Ca1HFA-backed loan unless and expressly
subject to the condition that the Authority Regulatory Agreement is and remains a senior,
nonsubordinate encumbrance against the HV III Properties. The Primary Loan shall be sufficient to
pay all development costs of the Substantial Rehabilitation of the HV III Project, through lease -up, as
set forth in a final budget and approved by Authority.
(a) Developer will cause the lenders for the Primary Loan to provide
Authority staff and legal counsel Word versions of all drafts of the loan documents, including the
intercreditor and/or subordination agreements related to subordination of Authority Loan (but in no
event Authority Regulatory Agreement) to be negotiated among the parties thereto.
11.3.7 Insurance. Developer shall have provided evidence to Anaheim that
Developer has obtained insurance policies, certificates, and additional insured or other endorsements
acceptable to Authority, City Attorney, and City risk management staff for both Developer, its General
Contractor and subcontractors.
11.3.8 Indemnities. Developer shall provide certain indemnifications of Authority
and City, inclusive of their elected and appointed officials, officers, employees, attorneys,
representatives, volunteers, contractors and agents (collectively, "Indemnitees"), both general
indemnity, Environmental Laws, indemnity, and compliance with Prevailing Wage Laws indemnity,
with no carve -outs or exceptions, excepting only the sole, intentional misconduct by Indemnitee or
Indemnitees.
11.3.9 Construction Security. Developer shall have provided a completion guaranty
from an entity (or person) with adequate capital and available liquid assets to and as the guarantor is
approved by the Director and legal counsel in their sole discretion; in this regard, by way of example,
the guarantor will have a Dun & Bradstreet PAYDEX score of 80 to 100.
11.3.10 Additional Contracts. Developer shall submit and obtain approval of
Authority and legal counsel (which approval shall not be unreasonably withheld, conditioned or
delayed) for:
(a) the construction contract with its general contractor and the
subcontracts therefor;
(i) Authority pre -approves Portrait Construction, Inc., a California
corporation, or its affiliate, to act as the General Contractor to undertake and complete the Substantial
Rehabilitation of the Phase III Project.
(b) the limited partnership agreement for the limited partnership entity to
be formed to own and operate the HV III Project under the AHA;
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 116
(c) Developer shall identify, and evidence the qualifications and
experience of the provider of social services for the resident households under the Social Services Plan
(defined below) and each and all contracts with social service provider(s);
(i) The social services shall be described in the Social Services
Agreement. The Parties acknowledge and pre -approve the current social service provider,
Project Access.
(ii) The Social Services Plan shall include a robust level of social
services offered at the HV III 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
Developer or by third party entity(ies);
(A) In this regard, the Social Services Plan and goals and
objectives shall include a detailed budget household types, composition of household in the Hermosa
Village community, such as seniors residents, families with infants and toddlers, with K-8 school age
children, with 9-12 high school students (together, "Social Services Plan").
(iii) For services, if any, to be provided by 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; and
(d) Marketing and Tenant Selection Plan. The marketing and tenant
selection plans for the HV III Project, will include a residency preference plan that prioritizes
occupancy for persons who were previously displaced by an Anaheim entity, and who live, work or
have been hired to work in Anaheim, which could include persons from Disadvantaged or Low Income
Communities as defined by State HCD, subject to applicable state and federal Fair Housing Laws and
requirements to Affirmatively Furthering Fair Housing ("AFFH").
11.3.11 Property Manager. Authority pre -approves RA Management, LLC,
a Delaware limited liability company, the successor in interest to the current property manager, to
continue to serve as the Property Manager for the HV III Project.
11.3.12 Cost Savings. Cost savings from the HV III Project, if any, and/or permanent
funding sources in excess of project costs shall be used and applied to pay down Authority Loan, first
toward principal then accrued interest, subject to compliance with the applicable regulations for TCAC
and CDLAC financing. While the Primary Lender(s) and Investor Limited Partner may include
requirements about cost savings in their respective loan and partnership documents, the allocation and
obligation to remit cost savings to the Authority shall be and remain in senior priority to the
requirements of the Primary Lender(s) and/or Investor Limited Partner.
11.3.13 Permitted Refinancing, Sale, Transfer; Authority Due Certain Share of
Net Sale or Refinancing Proceeds. Sale, transfer, and refinancing will be subject to the terms of
Authority Loan and AHA.
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Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 117
11.3.14 Limitation on Another Resyndication. Developer (including any successor
or assign) shall not apply for or otherwise seek and cause another resyndication of the HV III Project
after the Tax Credit compliance period expires without Authority's prior written consent and such
decision to approve or disapprove remains in the sole and complete discretion of Authority.
11.3.15 Post -Closing Conditions. The AHA will set forth terms and conditions
related to construction and construction monitoring from commencement through completion,
operations, financing, refinancing, transfer, management and maintenance of the HV III Project.
11.4 Affordable Housing Unit Mix; Income and Rent Levels. The HV III Units shall be
leased to income -qualified Extremely Low, Very Low and Low Income tenants at an Affordable Rent
(as further described and defined herein) in accordance with applicable TCAC, HAL, CRL, and
Dissolution Law requirements.
11.4.1 Income and Unit Mix. The income and unit mix at the HV III Project shall
be as presented in the Prescribed Rent Levels and Housing Unit Matrix, Exhibit B, attached hereto and
incorporated by this reference. Of the 112 Housing Units, there are thirty-five (35) three -bedroom,
fifty-three (53) two -bedroom, and twenty-four (24) one -bedroom Housing Units.
11.5 Non -subordinate Authority Regulatory Agreement; Affordability Period.
All Housing Units at the HV III Project will be restricted as set forth herein and in the AHA for a
minimum of fifty-five (55) years ("Affordability Period") and as set forth in a separate regulatory
agreement ("Authority Regulatory Agreement") with conditions, covenants and restrictions affecting
the use, ownership, operation, management, maintenance, transfer and financing of the HV III Project
on the HV III Properties. The Authority Regulatory Agreement shall be recorded in the
Official Records, County of Orange, State of California as senior, nonsubordinate encumbrance against
the HV III Properties (excluding the Bern Properties). All monetary liens shall be subject to and remain
subordinate to Authority Regulatory Agreement for the Affordability Period.
11.5.1 Non -subordinate Underlying Fee. Authority's underlying fee interest in the
HV III Properties (excluding the Bern Properties) shall not be subordinated to Developer's Primary
Loan, including construction and permanent financing. In this regard, a condition to Closing of
Financing shall include both an owner policy of title insurance as to such nonsubordinate fee interest
and a lender policy of title insurance for Authority Loan.
11.6 Affordable Rent. The AHA will require that Developer will not charge more and shall
state in each lease agreement with a tenant that monthly rent shall be an "Affordable Rent" pursuant
to HSC Sections 50052.5 and 50053, and the implementing regulations in 25 CCR 6910, et seq., as
applicable to the Extremely Low Income Households, as tenants of the HV III Units; provided
however, Affordable Rent under HSC Sections 50052.5 and 50053 authorize the Authority to apply
the Tax Credit Rents (versus "HCD Rents") pursuant to HSC Section 50053 subsection (b)(2)), which
exception Authority agrees to apply to this HV III Project.
11.6.1 The term "Affordable Rent" means the maximum amount of out-of-pocket
housing cost to be charged monthly by Developer and paid for an HV III Unit by each tenant based on
the unit mix in Exhibit B. For purposes of Affordable Rent, the monthly housing payment shall mean
the total of monthly payments by each tenant household of a Housing Unit at the HV III Project,
4914-3593-3267v2/022620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 118
inclusive of payments attributable to under the Section 8 Laws, other rental subsidies, or other public
subsidies by Authority or any other local, state, or federal governmental agency for use and occupancy
of a Housing Unit and facilities associated therewith, including a reasonable allowance for utilities for
an adequate level of service.
11.7 Minimum and Maximum Occupancy Standards. The minimum occupancy of the
HV III Units shall be not less than one person per bedroom. The maximum occupancy of the Housing
Units shall not exceed more than such number of persons as is equal to two persons per bedroom, plus
one; thus: (i) for the one -bedroom Housing Units the maximum occupancy shall not exceed three (3)
persons, (ii) for the two -bedroom Housing Units the minimum occupancy is two (2) persons and the
maximum occupancy shall not exceed five (5) persons, and (c) for the three -bedroom Housing Units
the minimum occupancy is three (3) persons and the maximum occupancy shall not exceed seven (7)
persons.
11.8 Developer Fee; Deferred Developer Fee; Excess Deferred Developer Fee. In
connection with the Substantial Rehabilitation and operation of the HV III Project and subject to
compliance with the Tax Credit Rules, Developer will be entitled to a total developer fee of $3,000,000
as listed in the HV III Project Proforma ("Developer Fee"). Receipt of a portion of Developer Fee
equal to the Deferred Developer Fee will be deferred, and in the event there is an increase in the amount
of the Deferred Developer Fee that excess amount only shall be the "Excess Deferred Developer Fee".
11.9 Annual Monitoring Fee. Annually and concurrently with the delivery of each annual
report and compliance certificate that will be required under the AHA, Developer shall pay a
$70/per unit fee (112 x $70 = $7,840) with annual adjustment of 30/o/Year ("Annual Monitoring Fee")
to Authority that shall compensate Authority for its costs incurred to monitor Developer's compliance
with the AHA.
11.10 Annual Financial Report. The AHA will require Developer to submit an
"Annual Financial Report", which is a certified financial statement by Developer for the HV III Project
using generally accepted accounting principles ("GAAP") and as separately accounted for by
Developer.
12. ENVIRONMENTAL COMPLIANCE.
12.1 CEQA. Developer shall comply with applicable state laws and regulations affecting
environmental review of the HV III Project pursuant to all, including the California Environmental
Quality Act ("CEQA").
12.1.1 CEQA: HV IN Ground Lease and Entitlement under CEQA. The City's
Entitlement for the HV III Project includes a series of conditions of approval related to each of the City
departments, and certain other entities and governmental agencies. Developer shall comply with the
Entitlement as a Condition Precedent to the Closing of Financing. The HV III Project is subject to
evaluation under the California Environmental Quality Act, California Public Resources Code Section
21000, et seq., and the implementing regulations set forth at Title 14 California Code of Regulations
Section 15000, et seq. ("Guidelines", together with the statutes "CEQA").
4914-3593-3267v2/022620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 119
(a) Prior to the Date of Award Letter, Anaheim staff conducted an initial
study pursuant to CEQA and determined the HV III Project is eligible for the exemption in added by
Assembly Bill 1449 that added Public Resources Code Section 21080.40. The HV III Project qualifies
for the CEQA exemption described therein for certain actions taken by a public agency related to
affordable housing projects.
12.2 Environmental Laws. Developer shall comply "Environmental Laws" including, all
applicable laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States,
the State of California, County of Orange, City of Anaheim, or any other political subdivision, agency,
or instrumentality exercising jurisdiction over Developer, Authority, City or the HV III Project.
13. FINANCIAL GAP ANALYSIS.
This Award Letter for the Authority Assistance has been determined based on a "Financial Gap
Analysis" of the proposed development and operation of the HV III Project, including all funding and
financing sources, and the HV III Project Proforma, and other supporting documentation. This Award
Letter is and shall remain subject to the Award Letter Condition Precedent and the Financial Gap
Analysis. After the Award Letter Condition Precedent is satisfied by Developer, Authority will
re -review and analyze all awarded and committed funding sources for all costs of development and
operation of the HV III Project. Developer shall update the HV III Project Proforma and provide to
Authority requested supporting documentation. The Financial Gap Analysis will be conducted by
Authority's economic and housing consultant to evaluate, without limitation, supportable debt
(construction and permanent financing), structure, terms and market value of Tax Credits, amount of
tax credit investor equity, Deferred Developer Fee, Excess Deferred Developer Fee, other subordinate
debt, if any, and grants, if any, and the terms therefor. Developer agrees to cooperate with Authority
and its agents and provide complete, truthful supporting documentation in connection with conducting
the Financial Gap Analysis. Developer and Authority agree to cooperate in good faith toward achieving
a financially feasible HV III Project and to that end each shall provide the other and their respective
agents with complete, truthful, and timely supporting documentation in connection with conducting
the Financial Gap Analysis.
14. AUTHORIZATION TO IMPLEMENT AWARD LETTER
14.1 Director Authority. By consideration and action to approve this Award Letter,
Authority hereby authorizes the Director to sign this Award Letter and the Option on behalf of
Authority. Further the Director is authorized to cause to be prepared and executed the AHA, in
implementation hereof, so long as the terms and provisions of the AHA, and each and all implementing
agreements and instruments therefor, are substantially and materially consistent, financially and
legally, with this Award Letter and the Option.
14.1.1 Further, the Director (or her duly authorized representative) is authorized to
implement the AHA, HV III Ground Lease, and take all further actions and execute all documents
referenced therein and/or necessary and appropriate to carry out the transaction contemplated by this
Award Letter, the Option, and thereafter the AHA and HV III Ground Lease, including all exhibits,
instruments and implementing agreements thereto. To the extent necessary during the implementation
hereof and thereof, the Director is authorized to make technical or minor changes and interpretations
4914-3593-3267v2/022620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
120
of this Award Letter and/or the Option, and thereafter the AHA and HV III Ground Lease , as
reasonably necessary in her/his sole and absolute discretion, to properly implement and carry out the
HV III Project provided any and all such changes shall not in any manner substantially or materially
affect Anaheim's rights and obligations, or increase the value and monetary amount(s) that comprise
Authority Assistance under this Award Letter, the Option, all subject to the Award Letter Condition
Precedent.
14.1.2 In addition, the Director is authorized, on behalf of Authority, to sign all other
documents necessary or appropriate to carry out and implement this Award Letter, the Option, and
thereafter the AHA and HV III Ground Lease, for the HV III Project, including all exhibits thereto and
including causing the issuance of warrants in implementation thereto, and to administer Anaheim's
obligations, responsibilities and duties to be performed thereunder so long as substantially and
materially consistent with herewith. Any and all substantive changes, including monetary adjustments
that increase Authority Assistance, to this Award Letter or the Option, or to the terms and provisions
of the AHA, HV III Ground Lease, and implementing agreements and instruments thereto shall require
the consideration and action of Authority Board (and/or City Council), as applicable.
15. AUTHORITY BOARD ACTION; PUBLIC HEARING.
The governing board of the Authority includes the elected members of the City Council
("Authority Board"). A duly noticed joint public hearing was conducted on August 12, 2025 pursuant
to HSC Section 34312.3 as to the proposed disposition by ground lease of the HV III Properties
(excluding the Bern Properties), and Government Code Section 8869.85 as to the Inducement
Resolution as to the Bonds. After review and consideration of testimony, the agenda materials, and
staff presentation, the governing body approved the disposition by ground lease of the HV III
Properties (excluding the Bern Properties), approved this Award Letter with Option, and adopted the
Inducement Resolution, which evidence the preliminary award of the Anaheim Assistance, the Option
for site control, and related matters to satisfy the requirements of the Tax Credit Rules CDLAC Rules.
Further, this Award Letter and Option to ground lease the HV III Properties (excluding the Bern
Properties), and thereafter authority to enter into the AHA and HV III Ground Lease, are subject to the
notice and public hearing requirements of HSC Section 34312.3 and federal and state laws for issuance
of the Bonds; in this regard, and this Award Letter, Option, and Inducement Resolution related to the
Anaheim Housing Authority as issuer of the Bonds (subject to satisfaction of the Award Letter
Condition Precedent) were made available for public review prior to the Public Hearing and interested
persons were invited to provide comments and/or testimony, whether oral or written, prior to the
hearing.
Should you have any questions or require additional information, please contact Andy Nogal, Deputy
Director, at (714) 765-4368 or by email at anogal(&anaheim.net.
Sincerely,
Grace Ruiz-Stepter, Executive Director
Anaheim Housing Authority
49 14-3 5 93 -3 267v2/022 620-0124
Frank Cardone, President
Hermosa Village Phase III Housing Partners, L.P.
August 12, 2025
Page 121
The Preliminary Award Letter and Ground Lease Option Agreement to Hermosa
Village Phase III Housing Partners, L.P. is:
AGREED AND ACCEPTED
this _ day of August 2025:
DEVELOPER:
HERMOSA VILLAGE PHASE III HOUSING
PARTNERS, L.P.,
a California limited partnership
By: Related/Hermosa Village Phase III Development Co.,
LLC, a California limited liability company,
Its administrative general partner
Frank Cardone, President
cc: Andy Nogal, Deputy Director
Mika Takayasu, Project Manager
Kevin Clausen-Quiroz, Senior Project Manager
Ryan O. Hodge, Esq., Deputy City Attorney IV
Daryll Kidd, Bocarsly Emden Cowan Esmail & Arndt LLP, Developer Counsel
Celeste Stahl Brady, Esq., Anaheim Special Counsel
4914-3 593-3267v2/022620-0124
Exhibit A
HV III Ground Lease Option Agreement
(attached)
Exhibit A
HV III Ground Lease Option Agreement
4914-3593-3267v2/022620-0124
Exhibit A
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.)
HV III GROUND LEASE OPTION AGREEMENT
This HV III GROUND LEASE OPTION AGREEMENT ("Lease Option Agreement"),
dated, for identification purposes only, as of August 12, 2025 ("Effective Date"), is entered
into by and between the ANAHEIM HOUSING AUTHORITY, a public body, corporate and
politic ("Authority"), and HERMOSA VILLAGE PHASE III HOUSING PARTNERS, L.P.
a California limited partnership ("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 Developer have negotiated the terms and conditions of and
entered into that certain Preliminary Award Letter dated August 12, 2025, which is
incorporated herein by reference ("Award Letter") to pursue various activities toward the
Resyndication, Substantial Rehabilitation, financing, and continued operation of an existing
112-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
real property referred to as the HV III Properties (excluding the Bern Properties) in the Award
Letter and as legally described in Exhibit A, attached and incorporated herein, subject to the
Page 1
4923-9569-5 18 1 v2/022620-0124
Award Letter Condition Precedent and the satisfaction of certain other conditions precedent
as more fully set forth in this Lease Option Agreement.
D. The parties acknowledge the following: the HV III Properties (exclusive of the
Bern Properties as defined and described in the Award Letter) are currently ground leased
by the Authority to Anaheim Revitalization III Partners, L.P. and Anaheim Revitalization IV
Partners, L.P, each a California limited partnership (respectively, HV III Original Partnership,
and HV IV Original Partnership, and together, "Original Partnership") under the terms of (i) the
HV III Original Ground Lease dated as of February 10, 2006 for the original HV III Authority -
owned properties, and (ii) the HV IV Original Ground Lease dated as of July 27, 2007, each
entered into by and between the Authority, as Landlord, and respectively the HV III Original
Partnership, as Tenant, and HV IV Original Partnership, as Tenant (together, "Authority III &
IV Ground Leases"). The objective of the Parties under this Lease Option Agreement is to
grant an option to ground lease to Developer ("Option"), which Option may be exercised by
Developer under which Developer and Authority will enter into that certain HV III Ground
Lease as described in the Award Letter.
E. 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 to lease the HV III Properties (exclusive of the Bern Properties) on
the terms and conditions set forth in this Lease Option Agreement (including without limitation
Section 3 hereof), as well as the terms set forth in the Award Letter that further describe in
summary terms the conditions and provisions of the Ground Lease and Affordable Housing
Agreement, as hereby referenced. The term of the Option shall commence on the Effective
Date and shall continue until expiration of the Term 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 ("HV III Ground Lease") and subject to Developer having provided
evidence satisfactory to Authority that Developer has obtained financing adequate to cause
the resyndication and Substantial Rehabilitation of the existing 112-unit affordable rental
housing HV III Project on the HV III Properties (exclusive of the Bern Properties) acceptable
to Authority, and which is financed in part using 4% Tax Credits and Bonds.
(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.
Page 2
4923-9569-518 1 v2/022620-0124
3. Form of Ground Lease. The form of HV III Ground Lease by which Authority expects
to provide a transfer of ground leasehold interest in the HV III Properties (exclusive of the
Bern Properties) to Developer will be substantially in the form customarily utilized by Authority
in comparable affordable rental housing transactions subject to laws and regulations 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 HV III Ground Lease").
The Form of HV III 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,
maintenance standards, and scope of supportive social services to the residents. It is
contemplated that the final form of HV III Ground Lease will include the final terms of financing
and development of the HV III Project, consistent with the Award Letter.
4. Conditions to Closing; Closing of Financing. The obligation of Authority to execute
and deliver possession of the HV III Properties (exclusive of the Bern Properties that will be
the subject of separate ground lease(s) with the third party owner) pursuant to the Option of
Developer to ground lease the HV III Properties (exclusive of the Bern Properties) shall be
subject to conditions customarily and normally applied by Authority in connection with
affordable housing transactions which utilize ground leases such as: a delineation of
improvements, including the Substantial Rehabilitation, required in detail 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 acceptable to
Authority and Developer be prepared to insure leasehold title to the Authority -ground leased
HV III Properties, including all portions thereof, subject only to encumbrances which do not
render leasehold title unmerchantable (and exclusive of the Bern Properties that will be the
subject of separate ground lease(s).) Further, the Award Letter describes in summary term
the conditions and provisions of the Ground Lease and Affordable Housing Agreement, as
hereby referenced. The Parties acknowledge that certain steps will be needed in order for the
condition of title of those certain HV III Properties (exclusive of the Bern Properties) so that
each of the parties have good, marketable title, with Developer holding the ground leasehold
interest and Authority holding the underlying fee interest, 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 he shall deem necessary or convenient to implement the disposition
of a ground leasehold interest in the HV III Properties as provided above (and exclusive of
the Bern Properties that will be the subject of separate ground lease(s)), 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. Excepting the City of Anaheim, a California
municipal corporation and charter city, there shall be no third party beneficiaries of the Award
Letter or this Lease Option Agreement.
Page 3
4923-9569-5181v2/022620-0124
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 4
4923-9569-5 18 1 v2/022620-0124
DEVELOPER:
HERMOSA VILLAGE PHASE III HOUSING
PARTNERS, L.P.,
a California limited partnership
By: Related/Hermosa Village Phase III Development
Co., LLC, a California limited liability company,
Its administrative general partner
la
Frank Cardone, President
(Ground Lease Option Agreement signatures continue on following page)
Page 5
4923-9569-518 1 v2/022620-0124
(Ground Lease Option Agreement signatures continued from previous page)
AUTHORITY:
ANAHEIM HOUSING AUTHORITY, a public
body, corporate and politic
3-1
Grace Ruiz-Stepter, Executive Director
or Authorized Designee
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
STRADLING YOCCA CARLSON & RAUTH
Authority Special Counsel
Page 6
4923-9569-5 18 1 v2/022620-0124
Order Number. NHSC-7208848
Page Number: 7
EXHIBIT A
LEGAL DESCRIPTION OF THE HV III PROPERTIES (EXCLUDING THE BERN PROPERTIES)
(Phase III)
Real property in the City of Anaheim, County of Orange, State of California, described as follows: Parcel
A:
Parcel 1:
Lot 5 of Tract No. 1647, as shown on a map recorded in Book 87, Pages 10 to 13 inclusive of Miscellaneous
Maps, together with Parcel 1 of Lot Line Adjustment No. LLA-581 recorded May 24, 2006 as Instrument No.
2006000347363, Official Records, records of Orange County, California, described as follows:
Beginning at the Northeast corner of said Lot 5; thence, along the Easterly line of said Lot 5, South 001 44' 07"
West 100.00' to the Southeast corner of said Lot 5; thence, along the Southerly line of said Lot 5 and Southerly
line of said Parcel 1 of Lot Line Adjustment No. LLA-581, North 891 15' 53" West 216.00 feet to the Southwest
corner of said Parcel 1; thence, along the Westerly line of said Parcel 1, North 001 44' 07" East 100.00 feet to
the Northwest corner of Parcel 1; thence, along the Northerly line of said Parcel 1 and Northerly line of said Lot
5, South 890 15' 53" East 216.00 feet to the Point of Beginning.
Except therefrom all oil, gas, minerals and kindred substances below a depth of 500 feet, but without the right
of surface entry.
Also except therefrom all underground waters lying beneath said land, but without the right of surface entry, as
granted to Dyke Water Company in an Instrument recorded July 01, 1955 in Book 3126, Page 285 of Official
Records.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed recorded
September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel B:
Parcel 1:
Lot 56 of Tract No. 3278, in the City of Anaheim, County of Orange, State of California, as per map recorded in
Book 104, Pages 8 through 10, inclusive of Miscellaneous Maps, in the office of the County Recorder of said
county.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed
FirstAmerican Title
Page 7 of 15
Order Number: NHSC-7208848
Page Number: 8
recorded September 2, 2004 as Instrument No. 2004000798070 of Official Records. Parcel C:
Parcel 1:
Lots 22 and 23 of Tract No. 3301, in the City of Anaheim, County of Orange, State of California, as per map
recorded in Book 104, Pages 32 and 33, Miscellaneous Maps, records of said county, described as follows:
Beginning at the Northeast corner of said Lot 22, said point being on a non -tangent curve concave Northwesterly,
having a radius of 1562.50 feet, a radial line to said beginning bears South 871 57' 00" East; thence,
Southwesterly 160.79 feet along said non -tangent curve and Easterly lines of said Lots 22 and 23 through a
central angle of 050 53' 45" to the Southeast corner of said Lot 23; thence, along the Southerly line of said Lot
23, being a non -tangent line, North 790 41' 30" West 102.59 feet to the Southwest corner of said Lot 23 and
beginning of a non -tangent curve concave Northwesterly having a radius of 1460.00 feet, a radial line to said
beginning bears South 820 13' 45" East; thence, Northeasterly
129.16 feet, along said non -tangent curve and Westerly lines of said Lots 22 and 23 through a central angle of
050 04' 08" to the beginning of a reverse curve concave to the Southeast having a radius of
15.00 feet, a radial line to said beginning bears North 870 17' 53" West; thence, Northeasterly 23.05 feet along
said reverse curve through a central angle of 880 02' 00" to the Northerly line of said Lot 22; thence, along said
Northerly line, South 890 15' 53" East 87.96 feet to the Point of Beginning.
The land described above is shown in Lot Line Adjustment No. LLA-0000603 recorded February 17, 2006 as
Instrument No. 2006000112730, Official Records.
Parcel 2:
An easement for driveway purposes over that portion of Lots 23 and 24 in said Tract No. 3301 included within a
strip of land 25.00 feet in width, the North line of which is described as follows:
Beginning at a point in the West line said Lot 23 distant North 6.10 feet from the Southwest corner thereof
thence East to a point in the East line of said lot distant North 9.80 feet from the Southeast corner of said
lot.
Excepting therefrom the Westerly 19.00 feet thereof.
Also excepting therefrom that portion included within Parcel 1 hereinbefore described. Parcel
3:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 4:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed recorded
September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel: D
Parcel 1:
FirstAmerican Title
Page 8 of 15
OrderNumbcr: NHSC-7208848
Page Number: 9
Lot 17 of Tract No. 3301, as per map recorded in Book 104, Pages 32 and 33 of Miscellaneous Maps, in the office
of the County Recorder of said county.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed recorded
September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel E:
Parcel 1:
Lot 19 of Tract No. 3301, as per map recorded in Book 104, Pages 32 and 33 of Miscellaneous Maps, in the office
of the County Recorder of said county.
Excepting therefrom all oil, gas, minerals and hydrocarbon substances in and under said land, but without the
right of surface entry, as reserved in deed recorded in Book 3126, Page 285 of Official Records of said Orange
County.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3: A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed
recorded September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel F:
Parcel 1:
Lot 14 of Tract No. 3301, as shown on a map recorded in Book 104, Pages 32 and 33 of Miscellaneous Maps,
records of Orange County, California.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed recorded
September_2 2004 as Instrument No. 2004000798070 of Official Records.
Parcel G:
Lot 7 of Tract No. 3301, in the City of Anaheim, County of Orange, State of California, as per map recorded in
Book 104, Pages 32 and 33 inclusive Miscellaneous Maps, in the office of the County
FirstAmerican Title
Page 9 of 15
Recorder of said county.
Excepting therefrom all underground water lying beneath said land, but without the right of surface
entry thereon, as granted to Dyke Water Company, a California corporation, in deed recorded in ' ; !
3126, Page 285 of Official Records.
Parcel H:
Lot 5 of Tract No. 3301, in the City of Anaheim, County of Orange, State of California, as per map
recorded in Book 104, Pages 32 and 33 of Miscellaneous Maps, in the office of the County Recorder
of said county.
Parcel I:
Lot 4 of Tract 3301 as per map recorded in Book 104 Pages 32 and 33 of Mapsin the office of the County
Recorder of Orange County, State of California
Parcel )
Lots 20 and 21 of Tract No. 3278, as shown on a map recorded in Book 104, Pages 8, 9 and 10 of
miscellaneous records of Orange County, California.
Excepting therefrom all underground waters lying beneath said land, but without the right of entry to the
surface for the purpose of producing same, as deeded to Dyke Water Company, a corporation, by deed
recorded July 1, 1955 in Book 3126, Page 285 of Official Records.
APN: 129-331-25 (Parcel A and other
property) 129-341-05 (Parcel B)
129-343-31 (Parcel C)
129-343-05 (Parcel D)
129-342-10 (Parcel G)
129-342-12 (Parcel H)
129-343-03 (Parcel E)
129-342-13 (Parcel I)
129-332-13 (Lot 21 of Parcel J)
129-332-14 (Lot 20 of Parcel ])
129-343-08 (Parcel F)
Exhibit C
Legal Description of HV III Properties
4923-9569-5181v2/022620-0124
b�
m
y
co
THIS MAP WAS PREPARED FOR ORANGE
C"rY ASSESSOR DEPT. PURPOSES OK r.
THE ASSESSOR WOES NO GUARANTEE AS TO
ITS ACCURACY NOR ASSUMES ANY LIABILITY
FOR OTHER USES. NOT TO BE REPRODUC 0.
ALL RICHTS RESERVED.
0 COPYRIGHT DRANCE COUNTY ASSESSOR 2024
ry WALM111
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34
MARCH 1960 FAIRVIEW COLONY TRACT M.R.M. 1-33 NOTE - ASSESSOR'S BLOCK d ASSESSOR'S MAP
TRACT NO. 1647 M.M. 87-10 t0 13 incl. PARCEL NUMBERS BOOK 129 PAGE 33
TRACT NO. 3278 M.M. 104-8 to 10 incl. SHOWN IN CIRCLES COUNTY OF ORANGE
129-33
N
It
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r,
ot
OrderNumbcr: NHSC-7208848
Page Number: 12
LEGAL DESCRIPTION (Phase IV)
Real property in the City of Anaheim, County of Orange, State of California, described as
follows: Parcel 1: (APN: 129-343-12)
Lot 10 of Tract No. 3301, in the City of Anaheim, County of Orange, State of California, as per
map recorded in Book 104, Pages 32 and 33 inclusive, of miscellaneous maps, in the office of the
County Recorder of said County.
Also excepting the subsurface water rights, but without the right of entry to the surface or the
subsurface above a depth of 500 feet as dedicated on tree easement map of said tract.
Parcel 2: (APN(S): 129-342-04 [Lot 50] and 129-342-05 [Lot 49])
Lots 49 and 50 of Tract No. 3278 in the City of Anaheim, County of Orange, State of California,
as per map recorded in Book 104, Pages 8, 9 and 10 of miscellaneous maps in the office of the
County Recorder of said County.
Except the subsurface water rights but without the right of entry to the surface or the subsurface
above a depth of 500 feet as dedicated on the map of said Tract.
Parcel 3: (APN(S): 129-331-12 [Lot 60] and 129-331-16 [Lot 64])
Lots 60 and 64 Tract No. 3278, as shown on a map recorded in Book 104, Pages 8, 9 and 10 of
miscellaneous maps, records of Orange County, California.
Parcel 3A:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed
recorded July 28, 2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3B:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by
deed recorded September 2, 2004 as Instrument No. 2004000798070 of Official Records.
FirstAmerican Title
Page 12 of 15
THIS MAP IYAS PREPARED FOR ORANGE
COUNTY ASSESSOR DEPT, PURPOSES OIXY.
THE ASSESSOR MAKES NO GUARANTEE AS TO
ITS ACCURACY NOR A59MS ANY LIABILITY
FDR OTHER USES. NOT TO BE REPRODUCED.
ALL RIGHTS RESERVED.
O COPYRIGHT ORANGE COUNTY ASSESSOR 2024
b
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34
FAIRVIEW COLONY TRACT M.R.M. 1-33 NOTE - ASSESSOR'S BLOCK d ASSESSOR'S MAP
TRACT NO. 1641 M.M. 87-10 t0 13 incl. PARCEL NUAVERS BOOK 129 PAGE 33
TRACT NO. 3278 M.M. 104-8 t0 10 incl. SHOWN IN CIRCLES COUNTY OF ORANGE
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On
before me,
ss.
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
SHV IIINATURE OF NOTARY PUBLIC
J u rat
4923-9569-518 1 v2/022620-0124
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On
before me,
ss.
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.
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
SHV IIINATURE OF NOTARY PUBLIC
Jurat
4923-9569-518 1 v2/022620-0124
Exhibit B
Prescribed Rent Levels and Housing Unit Matrix
UNIT MIX
30%AMI
Bedroom
Bathroom
Units
1
1
3
2
1
6
3
1.5
2
3
2
1
Total Units 12
40%AMI
Bedroom
Bathroom
Units
1
1
6
2
1
4
3
2
2
Total Units 12
50%AMI
Bedroom
Bathroom
Units
1
1
it
2
1
32
3
2
13
Total Units 56
60%AMI
Bedroom
Bathroom
Units
1
1
4
2
1
11
3
2
17
Total Units 32
Total Units 112
Exhibit B
Prescribed Rent Levels and Housing Unit Matrix
4914-3593-3267v2/022620-0124
Order Number: NHSC-7208848
Page Number: 24
Exhibit C
Legal Description of HV III Properties (excluding the Bern Properties)
(Phase III)
Real property in the City of Anaheim, County of Orange, State of California, described as follows: Parcel
A:
Parcel 1:
Lot 5 of Tract No. 1647, as shown on a map recorded in Book 87, Pages 10 to 13 inclusive of Miscellaneous
Maps, together with Parcel 1 of Lot Line Adjustment No. LLA-581 recorded May 24, 2006 as Instrument No.
2006000347363, Official Records, records of Orange County, California, described as follows:
Beginning at the Northeast corner of said Lot 5; thence, along the Easterly line of said Lot 5, South 001 44' 07"
West 100.00' to the Southeast corner of said Lot 5; thence, along the Southerly line of said Lot 5 and Southerly
line of said Parcel 1 of Lot Line Adjustment No. LLA-581, North 890 15' 53" West 216.00 feet to the Southwest
corner of said Parcel 1; thence, along the Westerly line of said Parcel 1, North 00° 44' 07" East 100.00 feet to
the Northwest corner of Parcel 1; thence, along the Northerly line of said Parcel 1 and Northerly line of said
Lot 5, South 890 15' 53" East 216.00 feet to the Point of Beginning.
Except therefrom all oil, gas, minerals and kindred substances below a depth of 500 feet, but without the right
of surface entry.
Also except therefrom all underground waters lying beneath said land, but without the right of surface entry,
as granted to Dyke Water Company in an Instrument recorded July 01, 1955 in Book 3126, Page 285 of Official
Records.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed recorded
September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel B:
Parcel 1:
Lot 56 of Tract No. 3278, in the City of Anaheim, County of Orange, State of California, as per map recorded in
Book 104, Pages 8 through 10, inclusive of Miscellaneous Maps, in the office of the County Recorder of said
county.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3:
FirstAmerican Title
Page 24 of 31
Ordcr Number: NHSC-7208848
Page Number: 25
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed
recorded September 2, 2004 as Instrument No. 2004000798070 of Official Records. Parcel
C:
Parcel 1:
Lots 22 and 23 of Tract No. 3301, in the City of Anaheim, County of Orange, State of California, as per map
recorded in Book 104, Pages 32 and 33, Miscellaneous Maps, records of said county, described as follows:
Beginning at the Northeast corner of said Lot 22, said point being on a non -tangent curve concave
Northwesterly, having a radius of 1562.50 feet, a radial line to said beginning bears South 871 57' 00" East;
thence, Southwesterly 160.79 feet along said non -tangent curve and Easterly lines of said Lots 22 and 23
through a central angle of 050 53' 45" to the Southeast corner of said Lot 23; thence, along the Southerly line
of said Lot 23, being a non -tangent line, North 791 41' 30" West 102.59 feet to the Southwest corner of said
Lot 23 and beginning of a non -tangent curve concave Northwesterly having a radius of 1460.00 feet, a radial
line to said beginning bears South 821 13' 45" East; thence, Northeasterly
129.16 feet, along said non -tangent curve and Westerly lines of said Lots 22 and 23 through a central angle of
050 04' 08" to the beginning of a reverse curve concave to the Southeast having a radius of
15.00 feet, a radial line to said beginning bears North 870 17' 53" West; thence, Northeasterly 23.05 feet along
said reverse curve through a central angle of 881 02' 00" to the Northerly line of said Lot 22; thence, along
said Northerly line, South 890 15' 53" East 87.96 feet to the Point of Beginning.
The land described above is shown in Lot Line Adjustment No. LLA-0000603 recorded February 17, 2006 as
Instrument No. 2006000112730, Official Records.
Parcel 2:
An easement for driveway purposes over that portion of Lots 23 and 24 in said Tract No. 3301 included within
a strip of land 25.00 feet in width, the North line of which is described as follows:
Beginning at a point in the West line said Lot 23 distant North 6.10 feet from the Southwest corner thereof
thence East to a point in the East line of said lot distant North 9.80 feet from the Southeast corner of said
lot.
Excepting therefrom the Westerly 19.00 feet thereof.
Also excepting therefrom that portion included within Parcel 1 hereinbefore described. Parcel
3:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 4:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed recorded
September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel: D
Parcel 1:
FirstAmerican Title
Page 25 of 31
Order Number: NHSC-7208848
Page Number: 26
Lot 17 of Tract No. 3301, as per map recorded in Book 104, Pages 32 and 33-of Miscellaneous Maps, in the
office of the County Recorder of said county.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed recorded
September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel E:
Parcel 1:
Lot 19 of Tract No. 3301, as per map recorded in Book 104, Pages 32 and 33 of Miscellaneous Maps, in the
office of the County Recorder of said county.
Excepting therefrom all oil, gas, minerals and hydrocarbon substances in and under said land, but without the
right of surface entry, as reserved in deed recorded in Book 3126, Page 285 of _Official Records of said Orange
County.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3: A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed
recorded September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel F:
Parcel 1:
Lot 14 of Tract No. 3301, as shown on a map recorded in Book 104, Pages 32 and 33 of Miscellaneous Maps,
records of Orange County, California.
Parcel 2:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed recorded July 28,
2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3:
A non-exclusive easement for private right-of-way as reserved to the owners of the property, by deed recorded
September 2, 2004 as Instrument No. 2004000798070 of Official Records.
Parcel G:
Lot 7 of Tract No. 3301, in the City of Anaheim, County of Orange, State of California, as per map recorded in
Book 104, Pages 32 and 33 inclusive, Miscellaneous Maps, in the office of the County
FirstAmerican Title
Page 26 of 31
Recorder of said county.
Excepting therefrom all underground water lying beneath said land, but without the right of surface
entry thereon, as granted to Dyke Water Company, a California corporation, in deed recorded in
Book 3126, Page 281. of Official Records.
Parcel H:
Lot 5 of Tract No. 3301, in the City of Anaheim, County of Orange, State of California, as per map
recorded in Book 104, Pages 32 and 33 of Miscellaneous Maps, in the office of the County
Recorder of said county.
Parcel I:
Lot 4 of Tract 3301 as per map recorded in Book 104 Pages 32 and 33 of Mapsin the office of the County
Recorder of Orange County, State of California
Parcel J:
Lots 20 and 21 of Tract No. 3278, as shown on a map recorded in Book 104, Pages 8, 9 and 10 of
miscellaneous records of Orange County, California.
Excepting therefrom all underground waters lying beneath said land, but without the right of entry to the
surface for the purpose of producing same, as deeded to Dyke Water Company, a corporation, by deed
recorded July 1, 1955 in Book 3126, Page 285 of Official Records.
APN: 129-331-25 (Parcel A and other
property) 129-341-05 (Parcel B)
129-343-31 (Parcel C)
129-343-05 (Parcel D)
129-342-10 (Parcel G)
129-342-12 (Parcel H)
129-343-03 (Parcel E)
129-342-13 (Parcel I)
129-332-13 (Lot 21 of Parcel J)
129-332-14 (Lot 20 of Parcel J)
129-343-08 (Parcel F)
Exhibit C
Legal Description of HV III Properties
4914-3593-3267v2/022620-0124
THIS MAP HAS PREPARED FOR ORAACE
COUNTY ASSESSOR DEPT. PURPOSES OM Y.
E r ASSESSOR AORfS AU GUARANTEE AS TO
I r5 ACCURACY NOR ASSIAES ANY LIABILITY
FOR OTHER USES. NOT TO BE REPRODUCED.
ALL RIGHTS RESERVED,
O COPYRIGHT ORANGE COUNTY ASSESSOR 2024
32
i =
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16 330
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n. 22 � 22 � k 20 0 i J.040 At.l : +6 +5 14 13 a 1 Rae for 4
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63
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ssE 14e-10-62-PDa s
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- JI JS J6 137 IJ8 1 39140 11P 142 14J 144
y] 9 59 bas• ., � 21 ` � I I I I I I I 1
TRACT
M0. 1647 NO. 3A?T8I
I I ad to M __--L--L--L--L--L--L--L--L--�� _
MICHELLE I A BAAbOIEO SrRCfr I DRIVE
MARCH 1960
34
FAIRVIEN COLONY TRACT M.R.M. 1-33 NOTE - ASSESSOR'S BLOCK d ASSESSOR'S MAP
TRACT NO. 1647 M.M. 87-10 t0 13 Incl. PARCEL NUMBERS BOOK 129 PAGE 33
TRACT NO. 3278 M.M. 104-8 t0 10 incl. SHOWN 1N CIRCLES COUNTY OF ORANGE
129-3 3
ro�
w
OZ
R R
N z
A
Order Number: NHSC-7209848
Page Number: 29
LEGAL DESCRIPTION (Phase IV)
Real property in the City of Anaheim, County of Orange, State of California, described
as follows: Parcel 1: (APN: 129-343-12)
Lot 10 of Tract No. 3301, in the City of Anaheim, County of Orange, State of California, as per
map recorded in Book 104, Pages 32 and 33 inclusive, of miscellaneous maps, in the office of
the County Recorder of said County.
Also excepting the subsurface water rights, but without the right of entry to the surface or the
subsurface above a depth of 500 feet as dedicated on tree easement map of said tract.
Parcel 2: (APN(S): 129-342-04 [Lot 50] and 129-342-05 [Lot 49])
Lots 49 and 50 of Tract No. 3278 in the City of Anaheim, County of Orange, State of California,
as per map recorded in Book 104, Pages 8, 9 and 10 of miscellaneous maps in the office of the
County Recorder of said County.
Except the subsurface water rights but without the right of entry to the surface or the
subsurface above a depth of 500 feet as dedicated on the map of said Tract.
Parcel 3: (APN(S): 129-331-12 [Lot 60] and 129-331-16 [Lot 64])
Lots 60 and 64 Tract No. 3278, as shown on a map recorded in Book 104, Pages 8, 9 and 10 of
miscellaneous maps, records of Orange County, California.
Parcel 3A:
A non-exclusive easement for private right-of-way as conveyed to the record owners by deed
recorded July 28, 2004 as Instrument No. 2004000686108 of Official Records.
Parcel 3B:
A non-exclusive easement for private right-of-way as reserved to the owners of the property,
by deed recorded September 2, 2004 as Instrument No. 2004000798070 of Official Records.
FirstAmerican Title
Page 29 of 31
YNIS AUP WAS PREPARED FOR ORANGE
COfNLTY ASSESSOR DEPr. P61R ms OK Y.
THE ASSESSOR MAKES AO GUARANTEE AS TO
ITS ICCto?Acr NOR ASWS ANY LIABILITY I �i
FOR DINER USES. NOf TO BE REPRODUCED. J
ALL RIGHTS RESERVED. 3Z
O COPYRIGHT ORANGE COfMTY ASSESSOR ?011
1 " = 100'
5
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wALnvr A VEME -- m
rR .
o'TRAtT TRAKT
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.
e, 4 22 64 ,,�. 21 a F 20k 13.040 AC.I 9 16 15 14 13 g I PCYL LOT 4
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34
MARCH 1960 FAIRVIEW COLONY rRACr M.R.M. 1-33 NOTE - ASSESSOR'S BLOCK d ASSESSOR'S MAP
TRACT N0. 1647 M.M. 87-10 t0 13 iRCI. PARCEL NUMBERS BOOK 129 PAGE 33
TRACT NO. 3278 M.M. 104-8 t0 10 ;ncl. SHOWN IN CIRCLES COUNTY OF ORANGE
1 29-3 3
EXHIBIT E
HV III Properties Addresses
1217 Lynne Avenue
1309 Lynne Avenue
1329 Lynne Avenue
1513 Hampstead Street
1525 Hampstead Street
1543 Hampstead Street
1614 Hampstead Street
1619 Hampstead Street
1620 Hampstead Street
1630 Hampstead Street
1624 Calle del Sol
1630 Calle del Sol
1607 Calle del Mar
1613 Calle del Mar
1220 Cerritos Avenue
1500 Ninth Street
Exhibit C
Legal Description of HV III Properties
4914-3 5 93 -3 267v2 /02262 0-0124
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-2025-004 adopted at a regular meeting provided by law, of the
Anaheim Housing Authority held on the 12th day of August, 2025, by the following vote of the
members thereof:
AYES: Chairperson Aitken and Authority Members Meeks, Balius, Leon, Rubalcava,
Kurtz and Maahs
NOES: None
ABSTAIN: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of August, 2025.
OF THE ANAHEIM HOUSING AUTHORITY
(SEAL)