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AHA-2017-004RESOLUTION NO. AHA -2017-004 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY APPROVING AN AMENDED AND RESTATED PRELIMINARY AWARD LETTER REGARDING THE SANDMAN MOTEL AFFORDABLE HOUSING PROJECT BETWEEN THE ANAHEIM HOUSING AUTHORITY AND INNOVATIVE HOUSING OPPORTUNITIES, INC.; AUTHORIZING THE ASSUMPTION OF THE DEVELOPER'S PURCHASE AND SALE AGREEMENT; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE THE TERMS OF AND FINALIZE AN AFFORDABLE HOUSING AGREEMENT; AUTHORIZING THE EXECUTIVE DIRECTOR TO IMPLEMENT SUCH AFFORDABLE HOUSING AGREEMENT; AND MAKING CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH WHEREAS, the Anaheim Housing Authority ("Authority") is a California housing authority duly organized and existing under the California Housing Authorities Law, Part 2 of Division 24, Section 34200, et seq., of the Health and Safety Code ("HAL"), and has been authorized to transact business and exercise the power of a California housing authority pursuant to action of the City Council ("City Council") of the City of Anaheim; and WHEREAS, the City of Anaheim ("City") is a California municipal corporation and charter city; and WHEREAS, the City is a participating jurisdiction with the United States Department of Housing and Urban Development ("HUD") that has received funds ("HOME Funds") from HUD pursuant to Title II of the Cranston Gonzalez National Affordable Housing Act (42 U.S.C. 12701 12839) and the HOME Program regulations codified at 24 CFR Part 92, as amended by the "2013 HOME Final Rule" at 24 CFR Part 92 (Complete Rule) http://www.ecfi-.(�ov/cLi-binitext- idx?tpl==/ecfrbi-owse/Title24/24cfr92�main 02.tp] (together, "HOME Program"); and WHEREAS, HOME Program has, among its purposes, the strengthening of public-private partnerships to provide more affordable housing, and particularly to provide decent, safe, sanitary, and affordable housing, with primary attention to housing for very low income and lower income households in accordance with the HOME Program; and WHEREAS, the HOME Program funds are used by the Authority, as a participating jurisdiction, to carry out multi-year housing strategies through acquisition, rehabilitation, and new construction of housing for target income persons and families; and WHEREAS, the Authority additionally maintains a Low and Moderate Income Housing Asset Fund (the "Housing Asset Fund") pursuant to Health and Safety Code Section 34176 and 34176. 1, which Housing Asset 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 WHEREAS, Innovative Housing Opportunities, Inc., a California nonprofit public benefit corporation ("IHO") has entered into a "Site Purchase Agreement" to purchase that certain 1.01 -acre parcel of real property located at 1248 East Lincoln Avenue, Anaheim, California (the "Site"); the Site is currently improved with and operated by Operator as a 28 -room motel that is commonly referred to as the "Sandman Motel"; and WHEREAS, IHO has also entered into an "Option Agreement" pursuant to which IHO has an option to purchase approximately 0.09 acres of real property located adjacent to the Site at 1239-1249 East Broadway (the "Remnant Parcel" and, together with the Site, the "Combined Site"; and WHEREAS, in connection with the Site Purchase Agreement, IHO also executed a Settlement Agreement with the current operator of the Sandman Motel pursuant to which IHO agreed to pay such operator an amount stated in the Settlement Agreement, as compensation for additional costs to be incurred by such operator in the event the Site is acquired by the Authority or Developer pursuant to the Site Purchase Agreement; and WHEREAS, Authority and IHO previously executed that certain Preliminary Award Letter dated as of October 25, 2016 (the "Prior Letter"), pursuant to which Authority made a preliminary award of HOME Funds to IHO, in the form of a loan, for the purpose of assisting IHO with the acquisition of the Combined Site, the demolition of the Sandman Motel and construction and long- term management and operation of a senior affordable housing project thereon by IHO or an affiliate of IHO (the "Developer"); and WHEREAS, subsequent to the date of the Prior Letter, IHO has requested that the Authority consider acquiring the Combined Site prior to the award of tax credits and/or tax exempt bond financing, to reduce option payments required to be paid by IHO under the Site Purchase Agreement and therefore the costs of the proposed project to IHO; and WHEREAS, at the request of IHO, Authority staff and legal counsel have prepared the form of an Amended and Restated Preliminary Award Letter (the "Amended Letter"), which will supersede the Prior Letter and which provides for (a) the Authority Executive Director to consider acquiring the Combined Site using HOME Funds and/or Housing Asset Funds pursuant to an assignment of the Site Purchase Agreement, Settlement Agreement and Option Agreement, (b) the Authority to convey the Combined Site to Developer, subject to various conditions, for demolition of the Sandman Motel and development, operation and management by Developer of a 54 -unit senior affordable rental housing project at the Combined Site for not fewer than 55 -years (the "Project"); and (c) the Authority to provide a loan to the Developer sourced from HOME Funds and/or Housing Asset Funds, and other terms and conditions relating to the Project and Authority's assistance to Developer for the Project; and WHEREAS, all initially capitalized terms used in this Resolution without definition have the meanings set forth in the Amended Letter; and WHEREAS, the City and Authority previously approved and executed a Cooperation Agreement pursuant to which the City agreed to contribute HOME Funds to the Project; such Cooperation Agreement remains in full force and effect and shall apply to the Project as described herein and in the Amended Letter; and WHEREAS, the Amended Letter contemplates that upon acquiring the Combined Site the Authority may be required to relocate occupants of the Sandman Motel; regardless of whether the Combined Site is acquired by the Authority before the Closing or at closing by the Developer, the Project and the acquisition of the Combined Site shall comply with the all applicable requirements of the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA), as amended, the implementing regulations of Handbook 1378 of the Department of Housing and Urban Development (HUD), the California Relocation Assistance Law, Government Code 2 Section 7260, et seq., and the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development and set forth at Title 25, California Code of Regulations Section 6000, et seq. (Guidelines) (collectively, the "Relocation Laws"); and WHEREAS, in accordance with the Relocation Laws, in connection with the approval of the Prior Letter, Authority previously caused to be prepared a Relocation Plan with respect to the Site (the Remnant Parcel is vacant land), and caused such Relocation Plan to be made available to the public, specifically including tenants of the Site, not fewer than 30 days prior to the public hearing for consideration of the Prior Letter and the Relocation Plan; and WHEREAS, the Developer and Authority, as applicable, shall comply with the Relocation Plan, as it may be amended from time to time; and WHEREAS, Developer is experienced in the construction, development, operation and management of high quality housing which is affordable to senior citizens of low, very low and extremely low income in Southern California, including without limitation dwelling units developed utilizing HOME Funds and Housing Asset Funds; and WHEREAS, Developer (as "Applicant" to TCAC) intends to submit an application to TCAC ("Application") to obtain an allocation of federal nine percent (9%) Low Income Housing Tax Credits ("Tax Credits") for the Project; if Developer does not receive such allocation of 9% Tax Credits after such first Application to TCAC, Developer shall submit an Application for 9% Tax Credits in the next round following notification that Developer's first Application was not successful; if Developer's second round Application is not successful, Developer may submit a third Application to TCAC for either 9% or 4% Tax Credits; provided, that any increase in the amount of the Anaheim Loan to be provided by the Authority to the Developer form the amount set forth in the Amended Letter shall first be approved by the Authority Board; and WHEREAS, by Authority's commitment of monies sourced in whole or in part from the Housing Asset Fund and/or HOME Funds for the Agreement and/or the Anaheim Loan, neither Authority (or Successor Agency or City) nor Developer intends in any manner to waive any constitutional and/or legal rights under the Dissolution Act or any other applicable laws; therefore, Authority (and Successor Agency and City) and Developer expressly and intentionally reserve all rights under any and all applicable laws to challenge the validity of any or all provisions of the Dissolution Act in any legal manner or proceeding, including challenging determinations made by the Oversight Board and/or California Department of Finance, without prejudice to the City or Successor Agency or Authority or Developer; and WHEREAS, subject to satisfaction of the conditions set forth in the Amended Letter, Developer shall own (under a long-term ground lease from the Authority) and shall develop and operate the Combined Site and shall cause the Combined Site to be maintained and managed in accordance with the Amended Letter and an Affordable Housing Agreement, Ground Lease and other instruments to be executed by Authority and Developer with respect to the Project, during the entire 55 -year Affordability Period contemplated by the Amended Letter; and WHEREAS, the Project is vital to and in the best interest of the City of Anaheim and the health, safety and welfare of its residents, and is in accordance with the public purposes of applicable state and local laws and requirements; and 3 WHEREAS, the Authority has prepared such notices, plans and reports as may be required prior to consideration of this matter and has made available for public inspection all such matters prior to the public consideration of this matter; and WHEREAS, the Authority and City held a public hearing to consider the Amended Letter and the transaction contemplated therein in accordance with the Housing Authorities Law, the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq., and the Dissolution Act; and WHEREAS, the Authority has duly considered all terms and conditions of the proposed Agreement, including all attachments thereto, and believes that the Project is in the best interests of the City of Anaheim and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements. NOW, THEREFORE, BE IT RESOLVED BY THE ANAHEIM HOUSING AUTHORITY: Section 1. The Authority Board finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Authority Board hereby finds and determines, based on all documentation, testimony and other evidence in the record before it, that (a) the proposed sale and development of the Combined Site will assist in the elimination of blight by allowing a parcel (the Site) constrained with infrastructure deficiencies to be combined with an adjacent contiguous parcel and developed with a new, 54 -unit senior affordable rental housing project and (b) the consideration being paid to the Authority is not less than the fair reuse value at the use and with the covenants and conditions and development costs authorized by the Amended Letter. Section 3. The Authority Board hereby approves the Amended Letter between the Authority and IHO, with such changes as may be mutually agreed upon by the Authority Executive Director (or his duly authorized representative), the City Attorney, and IHO, respectively, as are minor and in substantial conformance with the form of the Amended Letter submitted herewith. The Authority Board hereby further confirms its prior approval of the Relocation Plan for the Site. The Authority Executive Director and the Authority Secretary/City Clerk are hereby authorized to execute and attest the Amended Letter, and subsequently and subject to compliance with the conditions set forth in the Amended Letter, an Affordable Housing Agreement and various implementing documents (including a Ground Lease of the Combined Site), on behalf of Authority. In such regard, the Authority Executive Director (or his duly authorized representative) is authorized (a) to sign the final version of the Amended Letter after completion of any such non -substantive, minor revisions, (b) to negotiate and execute the final versions of an Affordable Housing Agreement, Ground Lease, and other instruments implementing the Project as set forth in the Amended Letter; and (c) to modify or amend the Relocation Plan for the Project from time to time, as determined to be appropriate by the Executive Director. Copies of the final form of the Amended Letter, when duly executed and attested, shall be placed on file in the office of the City Clerk. Further, the Authority Executive Director (or his duly authorized representative) is authorized to implement the Amended Letter and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by the Amended Letter. The Authority Executive Director (or his duly authorized representative) is hereby authorized to the extent necessary during the implementation of the Amended Letter to make technical or minor changes and interpretations of the Amended Letter after execution, as necessary to properly implement and carry 11 out the Amended 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 Amended Letter. Section 4. In addition to the authorization of Section 3 above, the Authority Executive Director is hereby authorized, on behalf of the Authority, to sign all other documents necessary or appropriate to carry out and implement the Amended Letter, including causing the issuance of warrants in implementation thereto, and to administer the Authority's obligations, responsibilities and duties to be performed under the Amended Letter and agreements subsequently executed to implement the Amended Letter, including all exhibits thereto. Section 5. As the "lead agency" under the California Environmental Quality Act (Public Resources Code Section 21000, et seq.; herein referred to as "CEQA"), the Governing Board of the Housing Authority hereby finds and determines that the proposed ground lease of the Combined Site consists of the sale of surplus government property (a Class 12 Project) that will not cause a significant effect on the environment and that the Agreement and the sale of the Combined Site pursuant to the Amended Letter is therefore categorically exempt from CEQA pursuant to Section 15312 of Title 14 of the California Code of Regulations. This finding is based on the Authority's determination that (a) the Combined Site does not have significant values for wildlife habitat or other environmental purposes, and (b) the Combined Site is of such size, shape, or inaccessibility that it is incapable of independent development or use. The Governing Board of the Authority further determines that the Project consists of an in -fill development project (a Class 32 Project) and is therefore categorically exempt from CEQA pursuant to Section 15332 of Title 14 of the California Code of Regulations. This finding is based on the Authority's determination that (a) the Project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations; (b) the proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses; (c) the Project site has no value as habitat for endangered, rare or threatened species; (d) approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and (e) the Combined Site can be adequately served by all required utilities and public services. Section 6. The Authority Secretary shall certify to the adoption of this Resolution. THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE GOVERNING BOARD OF THE ANAHEIM HOUSING AUTHORITY THIS SIXTH (6th) DAY OF JUNE, 2017, BY THE FOLLOWING ROLL CALL VOTE: AYES: Chairman Tait and Authority Members Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: Vice Chairman Vanderbilt I �_Mo, I OR M ANAHEIM SINGAU` ORITY By: j Chair r. ATTACHMENT TO RESOLUTION ATTACH COPY OF AMENDED LETTER ATTACHMENT TO RESOLUTION Page t of 1 sjj r"< City of Anaheim TI`1r ANAHEIM HOUSING AUTHORITY Est. 1975 A't June ,2017 Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 19772 MacArthur Blvd., Suite 110 Irvine, CA 92612 Re: Amended and Restated Preliminary Award Letter regarding Certain Financial Assistance by the City of Anaheim and the Anaheim Housing Authority, Including a Loan Sourced from HOME Program Funds and/or Housing Asset Funds, Section 8 PBVs and Additional Subsidies, for the Proposed Construction and Operation of a New Senior Affordable Housing Project (54 Units) on a 1.10 -Acre Combined Site Located at 1248 East Lincoln Avenue and 1245 East Broadway, Anaheim, California Dear Ms. Whitaker: This Amended and Restated Preliminary Award Letter (this "Amended and Restated Letter") amends, restates and supersedes the Preliminary Award Letter issued by the Anaheim Housing Authority (the "Authority") to Innovative Housing Opportunities, Inc., a California nonprofit public benefit corporation ("IHO") on October 25, 2016 (the "Prior Letter"), based on IHO's request subsequent to the date of the Prior Letter that the Authority purchase the Site and the Remnant Parcel prior to the Closing (as those terms are defined herein) in order to facilitate the development of the Project. This Amended and Restated Letter will expire on October 1, 2019 (the "Letter Expiration Date"), at which time the terms set forth herein will be null and void, provided that the Executive Director of the Authority and the City's Community & Economic Development Department (collectively, the "Executive Director") may choose to extend such Letter Expiration Date in his/her sole and absolute discretion. On behalf of IHO, you previously provided us a copy of that certain "Option to Purchase Real Property' dated, entered into and executed on April 11, 2016 by and among Parvatiben P. Patel, as owner, "Optionor" and potential seller (the "Seller"), and Hament Patel, as "Operator" and lessee (the "Tenant"), and IHO, as "Optionee" and potential buyer, as amended by that certain First Amendment to Option to Purchase Real Property, dated July 14, 2016, that certain Second Amendment to Option to Purchase Real Property, dated August 16, 2016, that certain Third Amendment to Option to Purchase Real Property, dated August 16, 2016, and that certain Fourth Amendment to Option to Purchase Real Property, dated October 20, 2016 (together, the "Option Agreement"). Under the terms of the Option Agreement, IHO received an option and rights to acquire that certain 1.01 -acre parcel of real property and all improvements located at 1248 East Lincoln Avenue, Anaheim, California (collectively, the "Site"). The Site is currently improved with and operated by the Tenant as a twenty-eight (28) -room motel that is commonly referred to as the "Sandman Motel". Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. , 2017 Page 12 Pursuant to the Option Agreement, IHO and the Seller entered into a Purchase and Sale Agreement and Joint Escrow Instructions dated February 6, 2017 (the "Site Purchase Agreement"), a copy of which you provided to us. The Site Purchase Agreement supersedes the Option Agreement. Under the Site Purchase Agreement, IHO has agreed to purchase the Site for Two Million Seven Hundred Thousand and No/100ths Dollars ($2,700,000.00). The Site Purchase Agreement requires IHO to deposit Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00), separate from the purchase price, to be held in escrow (the "Escrow Deposit") to compensate the Seller for restricting sale of the Site during the term of the Site Purchase Agreement and option periods under the Option Agreement. The Site Purchase Agreement additionally requires IHO to pay a monthly extension fee of Eight Thousand and No/100ths Dollars ($8,000.00) (the "Extension Fee") out of the Escrow Deposit for the duration of the escrow period, and to replenish amounts deducted from the Escrow Deposit for such purpose prior to the close of escrow so that Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00) remains available for payment to the Seller upon the close of escrow for the purchase of the Site. You have represented to us that IHO has paid the Escrow Deposit to the Seller and that Forty Thousand and No/100ths Dollars ($40,000.00) has been deducted from the Escrow Deposit for the Extension Fee, as of the date hereof, such that a cumulative amount of Two Hundred Ninety Thousand and No/100ths Dollars ($290,000.00), due to the Seller upon the close of escrow for the Site, has accrued as of the date hereof. In connection .with the Site Purchase Agreement, IHO and the Operator also entered into an All -Inclusive Settlement Agreement, dated as of February 7, 2017 (the "Settlement Agreement"), under which IHO agreed to pay the Tenant Two Hundred Two Thousand and No/100ths Dollars ($202,000.00) to compensate the Tenant for additional costs associated with the sale of the Site. The Settlement Agreement is contingent upon the completion of the purchase of the Site by IHO. The overall compensation to be paid by IHO to the Seller and the Tenant under the Site Purchase Agreement and Settlement Agreement is Three Million One Hundred Fifty -Two Thousand and No/100ths Dollars ($3,152,000.00), plus any extension fees or other amounts paid out of the Escrow Deposit which are not refundable under the Site Purchase Agreement. As referenced herein, the "Combined Site" includes the Site described in the Site Purchase Agreement, and also includes an adjacent, unimproved approximately 0.09 - acre parcel to the south of the Site, located at 1245 East Broadway, in the City of Anaheim (collectively, the "Remnant Parcel"), which is owned by a third party, Broadway Village Investors, a California Limited Partnership ("Broadway Village"). IHO and Broadway Village entered into that certain Agreement for Sale of Real Property and Joint Escrow Instructions, dated May_, 2017 (the "Remnant Parcel Purchase Agreement," and together with the Site Purchase Agreement, the "Purchase Agreements"), pursuant to which IHO has the right to purchase the Remnant Parcel for a purchase price of One Hundred Thousand and No/100ths Dollars ($100,000.00). Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 Pa:je 13 Both of the Purchase Agreements permit NO to assign its interests therein to the Authority. The Prior Letter provided that NO would receive certain financial assistance from the Authority in connection with IHO's purchase and operation of the Combined Site. You have informed us that NO now desires the Authority to consider purchasing the Combined Site under the Purchase Agreements pursuant to an assignment thereof by NO to the Authority. You have further indicated your understanding that, if the Authority elects (in its sole and absolute discretion) to purchase the Combined Site, subject to various conditions precedent described in this Amended and Restated Letter, and ultimately in an Affordable Housing Agreement (the "Agreement"), NO may thereafter enter into a ground lease and loan agreement with the Authority allowing NO to demolish the existing structures and improvements, and then to construct and operate on the Combined Site a new senior affordable housing development consisting of fifty-four (54) apartment units and ancillary amenities and improvements for tenancy and occupancy by income -eligible, qualifiedsenior citizen households at an affordable rent (collectively, the "Project"). Acquisition of the Combined Site by the Authority The Authority will consider accepting the assignment of one or both of the Purchase Agreements, in the sole and absolute discretion of the Executive Director; however, the following conditions precedent must be satisfied before the Authority will agree to accept such assignment and purchase the Combined Site (or any portion thereof): (i) The Executive Director determines, in his/her sole and absolute discretion, to purchase the Combined Site; and (ii) The Authority receives a title report for the Site and a title report for the Remnant Parcel, and is satisfied with the condition of the title to the Site and the title to the Remnant Parcel reflected in such reports; and (iii) A title insurance company is prepared to issue a title insurance policy for the Combined Site, and the Authority is satisfied with the title insurance company selected and coverage to be provided; and (iv) The Authority conducts an inspection of the physical condition of the Site and the Remnant Parcel and determines such condition to be acceptable, in Anaheim's sole and absolute discretion; and (v) Anaheim conducts an evaluation of costs likely to be incurred pursuant to the Relocation Laws (as defined below) as a result of the acquisition of the Combined Site and Anaheim is satisfied with the results of such evaluation; and (vi) Anaheim's obligations under California Government Code Section 7267 in connection with the purchase of the Site and the Remnant Parcel have been Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 Page 14 satisfied or waived in writing by the Seller and Broadway Village, respectively, and Anaheim approves of the form of such written waivers in its sole and absolute discretion. If the conditions set forth above are met and the Combined Site is acquired by the Authority, the Authority will possess fee title to such property and NO will have no ownership or development rights with respect to the Combined Site or any portion thereof, except as explicitly described herein. Land Use Entitlement and Anaheim Assistance In connection with seeking to undertake the Project, IHO submitted to the City of Anaheim (the "City") and the Authority' an application for financial assistance and other benefits as herein defined and described (together, "Anaheim Assistance"). Further, IHO intends to prepare and submit to the City an application for a land use entitlement that will include without limitation the rezoning of the Combined Site, senior citizens' ordinance incentives and a density bonus under the State Density Bonus Law, California Government Code Section 65915, et seq. and the City's implementing density bonus ordinance, Chapter 18.52 of the Anaheim Municipal Code (together "DBL") to change from the current zoning of general commercial to multi -family, medium density residential, and then to increase the otherwise maximum allowable residential density under the City's Multiple -Family Residential Zone (together, "Land Use Entitlement"). IHO must submit entitlement applications for a zone change, senior citizens' apartment projects ordinance, density bonus, parking study and lot line adjustment. The Project will include the fifty-four (54) -unit senior affordable housing complex in a three (3) -story building in a Spanish architectural style, with a unit mix of forty-four (44) one -bedroom units and nine (9) two-bedroom units that range in size from 550 square feet (one -bedroom units) to 750 square feet (two-bedroom units), along with residential support amenities (approximate square footages), including: (i) laundry area (250 square feet); (ii) resident services coordinator office (200 square feet); (iii) property manager office (200 square feet); (iv) conference/meeting room (300 square feet); (v) lobby/mail common area (750 square feet); (vi) lobby rest rooms (180 square feet); (vii) fitness room (250 square feet); (viii) classroom (300 square feet); (ix) health services area (200 square feet); (x) courtyard/open space in two locations (3,000 square feet), and forty-two (42) spaces of open surface parking (a reduction of sixty- three (63) spaces required by development standards). IHO acknowledges that as a part of the Land Use Entitlement process, the City will require a parking study in the event NO seeks a reduction in the required number of fifty-nine (59) spaces. ' The City is a California municipal corporation and charter city; and, the Authority is a public body corporate and politic organized and existing pursuant to the Housing Authorities Law, California Health and Safety Code Section 34200, et seq. ("HAL"). In this Amended and Restated Letter, the City and the Authority are referred to together as "Anaheim". Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 Page. 15 IHO, with the written consent of the Seller, as applicable, shall prepare and submit to the City its application for the Land Use Entitlement that includes: Senior Citizens' Apartment Projects Ordinance Incentives, Density Bonus Ordinance Incentives, Zone Change, Parking Study and Lot Line Adjustment and, if approved, with construction subject to the City's development standards, zoning and other laws and regulations. In connection with implementation of the Project, IHO has requested that Anaheim provide to IHO, or its wholly-owned developer entity (as applicable, the "Developer"), by this Amended and Restated Letter the Anaheim Assistance described below. Anaheim states its objective for the Developer, by this Amended and Restated Letter, to satisfy the provisions of the California Tax Credit Allocation Committee ("TCAC") Regulations Implementing the Federal and State Low Income Housing Tax Credit Laws, California Code of Regulations, Title 4, Division 17, Chapter 1, Section 10300, et seq. ("TCAC Regulations"), in particular Section 10325, albeit there is no intention to violate HOME Program requirements, in particular 24 CFR 92.2. If the Developer receives an award of low-income housing tax credits ("Tax Credits"), then the Developer and Anaheim may negotiate and enter into the Agreement in implementation of the award of Tax Credits and the Anaheim Assistance. The Developer plans to make application to TCAC for an allocation and award of 9% Tax Credits in the second round 2017 application cycle, and if Tax Credits are not awarded to the Developer to make a second application to TCAC for 9% Tax Credits in the first round 2018 application cycle. If the Developer's first two applications for 9% Tax Credits are unsuccessful, the Authority will agree to allow one additional application to TCAC for an allocation and award of either 9% or 4% Tax Credits; provided, however, that the Authority shall have no obligation to increase the amount of Anaheim Assistance to the Project from that described in this Amended and Restated Letter. Anaheim Assistance Jointly, the Anaheim City Council (the "City Council") and Board of Commissioners of the Authority (the "Authority Board") have reviewed IHO's requests for each component of the Anaheim Assistance, and on June 6, 2017 at a joint public meeting of the City Council and the Authority Board, Anaheim authorized and approved issuance of this Amended and Restated Letter to evidence the preliminary award of the Anaheim Assistance and related matters described herein. Accordingly, subject to the conditions described herein, the Anaheim Assistance comprised of the following financial subsidies and assistance will be provided to IHO to facilitate the Project: (i) If the Authority acquires the Combined Site, the Authority will convey to IHO a long term ground leasehold interest in the Combined Site for not less than period of fifty-five (55) years (the "Ground Lease"); and Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 Page 16 (ii) A loan of approximately Two Million Three Hundred Thirty -Six Thousand and No/100ths Dollars ($2,336,000.00) (the "Development Loan"). The Development Loan shall be sourced from one or both of the following sources of money: (1) moneys transferred to the Authority by the City, as such funds have been received by the City as a participating jurisdiction ("PX) under the federal HOME Investment Partnerships Act and the HOME Investment Partnerships Program, in accordance with Title II of the Cranston -Gonzalez National Affordable Housing Act (42 U.S.C. 12701 et seq.) and the HOME Program regulations codified at 24 CFR Part 92, and provided there is and shall be no "commitment" of funds to pay such purchase price until the requirements of Section 92.2 (described herein) are fully satisfied ("HOME Program") or (2) money held in the Authority's Low and Moderate Income Housing Asset Fund pursuant to the Dissolution Law, Health and Safety Code Sections 34170, et seq., in particular sections 34176 and 34176.1 ("Housing Asset Funds"). The Development Loan will be a residual receipts loan in second lien position and subordinate to the Primary Loan (as herein defined); and (iii) If the Combined Site is acquired by the Authority, then the purchase price amount will be treated as a loan to IHO (the "Acquisition Loan"), either (A) combined with the Development Loan, evidenced by a single promissory note and secured by a single deed of trust against the Combined Site; or (B) as a separate, third lien loan, -evidenced by a separate promissory note and secured by a,separate, third -lien deed of trust against the Combined Site, but subject to substantially similar terms and conditions as the Development Loan (the Development Loan and the Acquisition Loan are at times herein referred to collectively as the "Anaheim Loan"); and (iv) If the Site or the Combined Site is acquired by the Authority, the final amount of the Anaheim Loan will be based on (1) the purchase price of the Combined Site; (2) the amount of gap financing to be provided by Anaheim; and (3) relocation costs incurred by the Authority pursuant to the Relocation Laws described herein; and (v) If the Authority acquires the Site, the Authority will reimburse IHO for the full amount of the Escrow Deposit paid pursuant to the terms of the Site Purchase Agreement, and such amount will be added to the principal of the Acquisition Loan; and (vi) If fifty-four (54) units are developed at the Project, the Authority will provide fifty- three (53) project -based vouchers, excluding the manager's unit (as allocated, the "PBVs") under and in compliance with federal Section 8 Tenant -Based Assistance: Housing Choice Voucher and Project -Based (PBV) Voucher Programs, 42 U.S.C. 1437f and 3535(d), and the implementing regulations therefor in the Code of Federal Regulations, Parts 982 and 983 (collectively, the "Section 8 Laws"), and will enter into with the Developer an Agreement to Enter Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 Plage 17 into a Housing Assistance Payment Contract ("AHAP") with respect to the provision of the PBVs and thereafter execution of a Housing Assistance Payment Contract ("HAP") for a term of twenty (20) years with respect to the provision of the PBVs to the Project pursuant to the requirements of the AHAP; and (vii) The City will provide an Energy Star Rebate in the anticipated amount of One Thousand Five Hundred and No/100ths Dollars ($1,500.00) per unit, provided the Project meets the requirements of the City's Energy Star Rebate Program; and (viii) The City will provide a waiver or exemption of the City's Transportation Impact and Improvement Fee that would otherwise be assessed on the Project in an estimated amount of Sixty -Five Thousand Three Hundred Ninety -Four and No/100ths Dollars ($65,394.00),, and provided the Project meets the requirements of the City of Anaheim Municipal Code; and (ix) If IHO applies for and receives 4% Tax Credits from TCAC, the Development Loan to be provided as part of the Anaheim Assistance described above will be in an amount to be determined upon the approval of IHO's 4% Tax Credit application. Any increase in the amount of the Anaheim Assistance described herein will require approval by the City Council and the Authority Board. In the event IHO receives an allocation of 4% Tax Credits from TCAC and an allocation for tax-exempt bonds from the California Debt Limit Allocation Committee ("CDLAC"), the Authority shall act as bond issuer with respect to such tax-exempt bonds. IHO Responsibility for Compliance with Relocation Laws IHO acknowledges and agrees that as of the date hereof, the parties have not determined with certainty whether, if, and the extent of the applicability or triggering of the following federal, state and local laws relating to the current and prior use and operation of the Sandman Motel at the Site; but, nonetheless, should IHO purchase the Site and/or the Remnant Parcel, IHO expressly, intentionally and knowingly agrees that IHO shall cause compliance with each and all of the following laws and regulations, as and if applicable, at its sole cost, expense, responsibility and liability and that the Anaheim Assistance shall in no event be increased due to the applicability, if at all, of any part or all parts of the following federal, state and local laws and regulations: (A) the State Relocation Assistance Law, California Government Code Section 7260, et seq., ("CRAL") and the implementing regulations issued by the California Department of Housing and Community Development ("HCD"), Code of Regulations, Title 25, Division 1, Chapter 6, Section 6000, et seq. ("HCD Guidelines," and together with CRAL, the "State Relocation Laws"); and Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 Page 18 (B) the federal relocation laws and regulations of the Uniform Relocation and Real Property Assistance Act, 42 U.S.C. Section 4601, et seq. ("URA") and the implementing regulations thereto in the Code of Federal Regulations, 49 CFR Part 24, and the HOME Program, 24 CFR Parts 42, 91, 92, and 570, as well as the federal Department of Housing and Urban Development ("HUD") Handbook 1378, which all implement the URA (collectively, the "Federal Relocation Laws," and together with the State Relocation Laws, the "Relocation Laws"); and (C) the State Density Bonus Law, California Government Code Sections 65915, et seq., in particular but not limited to, subsection (c)(3)(A) of Section 65915 and subsection (g) of Section 65915.5 that relate to replacement housing obligations of IHO (and crossover with the City's Senior Citizens' Apartment Projects Ordinance, Chapter 18.50 of the Anaheim Municipal Code.) The Seller has represented and promised to IHO in the Option Agreement, and IHO believes the Sandman Motel is currently, and has been in the past five (5) years, operated exclusively as a commercial motel for transient guests, and each, any and all motel guests who occupy rooms, or have occupied rooms, at the twenty-eight (28) -unit motel do so, and have done so, solely on a transient basis for the past five years, i.e., guests for less than thirty (30) calendar days, and that no person(s) occupy(ies) or consider(s) a motel room as his/her/their residence or has/have occupied a room or rooms in the Sandman Motel for more than thirty (30) calendar days. Further, the Site Purchase Agreement requires the Seller to pay the cost of compliance with the Relocation Laws not included in the Settlement Agreement. Nonetheless, as a material term hereunder and as set forth above, Anaheim requires, in the event that IHO acquires the Site and/or the Remnant Parcel, that IHO represent, warrant, and hereby assume all responsibility, legal and financial, for and covenant to Anaheim that in the event any or all, or any parts thereof, of the above -listed Relocation and DBL Laws apply or are triggered as to the Site and/or the Remnant Parcel, the Sandman Motel, or the development of the Project thereon, then IHO expressly, knowingly and intentionally assumes all risks, responsibilities and legal and financial obligations to comply with and carry out and perform the obligations set forth in such Relocation and DBL Laws hereinabove, with no legal or financial responsibility or liability whatsoever to the City or the Authority. In this regard, IHO shall and hereby agrees to indemnify and hold harmless and shall defend the City and the Authority and their elected and appointed officials, officers, employees, agents, counsel and consultants (together, "Indemnitees"), with counsel(s) reasonably satisfactory to the Authority and the City, from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses, including, without limitation reasonable attorneys' fees and court costs (together, "Claims"), arising from or relating in any manner to the Relocation and DBL Laws, or any act or omission of IHO, the Seller, the Tenant, or any person, guest, occupant or resident of the Combined Site or Sandman motel by this Amended and Restated Letter, including any breach or default of IHO's obligations hereunder relating to the Relocation and DBL Laws. IHO's obligations and indemnity relating to the Relocation and DBL Laws shall survive the termination of this Amended and Restated Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. , 2017 Pack; 19 Letter. And, in the event there are any Claims asserted against IHO or any of the Indemnitees, then IHO agrees to and shall immediately and unconditionally accept the tender of defense of each and all Claims and if requested by Anaheim or its counsel shall enter into a joint defense agreement that clarifies the foregoing and confirms IHO's obligations hereunder, including without limitation the payment of all costs, expenses and attorneys' fees of the Indemnitees arising from or relating to the Relocation Laws. Alternatively, if the Authority acquires the Site and/or the Remnant Parcel, the Authority will take measures to ensure compliance with the legal obligations imposed by the Relocation Laws with respect to such property owned by the Authority; however, IHO agrees to assume financial responsibility for costs incurred by the Authority with respect thereto, and the Anaheim Assistance will include the addition of such costs incurred by the Authority to the principal amount of the Anaheim Loan as described herein. HOME Proaram Preliminary Award and No Commitment of HOME Proaram Funds If the Anaheim Assistance is funded with HOME Program funds, by this Amended and Restated Letter Anaheim intends to make a preliminary award to the Developer pursuant to 24 CFR 92.504(c)(3) of the HOME Program, subject and pursuant to the HAL and all other applicable federal, state and local laws and regulations. Anaheim has made IHO aware of the 2013 HOME Final Rule, specifically including the amendments to the definition of "commitment" in 24 CFR 92.2 that prohibits the City, as a PJ and recipient of HOME Program funds and as transferor of such funds to the Authority (and the Authority as transferee of HOME Program funds) from providing a commitment (as the term is defined therein) of HOME Program funds to any specific local project until "the [City] and project owner [the Developer] have executed a written legally binding agreement under which HOME assistance will be provided to the owner for an identifiable project for which all necessary financing has been secured, a budget and schedule have been established,, and underwriting has been completed and under which construction is scheduled to start within twelve months of the agreement date." (Italics added.) Notwithstanding the definition of "commitment" in 24 CFR 92.2 as amended by the 2013 HOME Final Rule, 24 CFR 92.504(c)(3) authorizes the City to "preliminarily award HOME funds for a proposed project, contingent on conditions such as obtaining other financing for the project" [italics added]; however, this section goes on to clearly confirm that "[t]his preliminary award is not a commitment to a project. The written agreement committing the HOME funds to the Project must meet the requirements of 'commitment to a specific local project' in the definition of 'commitment' in §24 CFR 92.2". Thus, while as to the Anaheim Loan (if to be sourced from HOME Program funds), this Amended and Restated Letter is not, and shall not be construed as a "commitment" of HOME Program federal funds as defined under the HOME Program, Anaheim intends Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 P 'a q X 10 that this Amended and Restated Letter evidence the Authority's preliminary award of the Anaheim Loan, expressly subject to the conditions set forth in this Amended and Restated Letter. IHO's Project Proforma The Anaheim Assistance has been evaluated and determined and this Amended and Restated Letter is provided in material reliance and based on Anaheim's review of the Developer's application for the Anaheim Assistance and its development proforma and projected cash flows for the Project assuming the approval of a 9% Tax Credit application submitted by IHO to Anaheim and dated as of April 28, 2017, and the information provided by IHO to Anaheim (and its counsel and consultants) relating to the use, ownership, operation, occupancy, guests, long-term occupants at the Sandman Motel in particular relating to the past five (5) years' of operations by the Tenant and/or the Seller. Anaheim Loan Terms The Anaheim Loan (whether documented as one or two loans evidenced by one or two promissory notes) will have the following terms, and shall be more fully described and defined in the Agreement: The initial principal amount of the Development Loan shall be approximately Two Million Three Hundred Thirty -Six Thousand and No/100ths Dollars ($1,336,000.00) of the HOME Program funds or Housing Asset Funds (or an alternate amount to be determined in the event that IHO receives 4% Tax Credits, based on Anaheim's review and evaluation of the gap financing needed to support the feasibility of the Project and moneys available to Anaheim for this purpose and any increased amount expressly subject to approval by the Authority Board), or as much thereof as is disbursed for the hard and soft costs of constructing the Project; The initial principal amount of the Acquisition Loan shall equal the sum of: (1) amounts actually disbursed to NO to acquire the Site and/or the Remnant Parcel, plus (2) amounts actually incurred by Anaheim to acquire the Site and/or the Remnant Parcel, as applicable, plus (3) any and all costs incurred by Anaheim pursuant to the Relocation Laws in connection with Anaheim's acquisition of the Site and/or the Remnant Parcel; • Disbursement procedures for release of the Development Loan proceeds; • Principal amount shall bear three and No/100ths percent (3%) simple interest per annum; Second lien position (and, if documented as two loans, third lien position) subordinate only to the Developer's construction loan and/or permanent loan for the Project, as applicable (collectively, the "Primary Loan"); Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 • Repayment of the Anaheim Loan shall be from eighty-five percent (85%) of Residual Receipts (subject to and after payment of operating expenses, debt service, deferred developer fee, if any, and partnership related fees to be defined and described in the Agreement); • Remaining principal and accrued interest shall be due in full upon the 55th anniversary of the Closing or earlier upon sale, non -permitted refinancing or default; • If the Anaheim Loan is repaid in full before the termination of the term of the Ground Lease, rent under the Ground Lease shall be paid to the Authority in the amount of eighty-five percent (85%) of Residual Receipts, based on the same calculation as payments on the Anaheim Loan; • Construction of the Project must be competitively bid in accordance with applicable federal, state and local laws and regulations, in particular the HUD requirements; • This a federally -funded Project and is therefore subject to all federal and state labor laws, including without limitation federal Davis Bacon and related prevailing wage, labor, contracting and contractor requirements. Additionally, the Project is also a "public works project" and is subject to all state and local laws and regulations for public works, including without limitation California Labor Code Section 1720, et seq. Cost savings from the Project, if any, will be applied to pay down the principal first then accrued interest of the Anaheim Loan, subject to compliance with the TCAC Regulations. Conditions to the Anaheim Assistance Anaheim's obligations to provide the Anaheim Assistance to IHO for the Project are subject to each and all of the following conditions: 1. Approval by the City and the Executive Director, or as it/he/she elects by the City Council and the `'Authority Board, of the Agreement to be entered into by and between or among the Authority, the City and IHO (or a limited partnership development entity, of which IHO or an affiliate of IHO is the managing general partner) that more specifically describes and authorizes the terms of and disbursement of proceeds and conditions for each and all aspects of the Anaheim Assistance, including without limitation the construction, completion, operation, financing, refinancing, transfer, management and maintenance of the Project. 2. The IHO entity that is the "developer" party under the Agreement with Anaheim shall be certified by the City as a qualified Community Housing Development Organization ("CHDO") for development and sponsorship of the Project in compliance with the HOME Program and Final Rule, and a certified CHDO Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 Pag4 112 entity shall develop, own and operate the Project under the Ground Lease for the twenty (20) -year term required by the HOME Program. 3. The unit and affordability mix of the Project shall be not less than the following: (a) one (1) on-site property manager's unit that will not be rent -restricted, (b) forty-four (44) one -bedroom units, and (c) nine (9) two -2 -bedroom units, with not less than the following affordability mix: (i) eight (8) housing units at affordable rent as defined by Sections 50052.5 and 50053 of the California Health and Safety Code to qualified Extremely Low Income households with annual gross income of at or below thirty percent (30%) of Orange County area median income ("AMI"); (ii) eight (8) housing units at affordable rent as defined by Sections 50052.5 and 50053 of the California Health and Safety Code to qualified Very Low Income households with annual gross income of at or below forty percent (40%) AMI (iii) twenty-seven (27) housing units at affordable rent as defined by Sections 50052.5 and 50053 of the California Health and Safety Code to qualified Very Low Income households with annual gross income of at or below fifty percent (50%) AMI, and (iii) ten (10) housing units at affordable rent as defined by Sections 50052.5 and 50053 of the California Health and Safety Code to qualified Low Income households with annual gross income at or below sixty percent (60%) AMI. a. A unit matrix of all units in the Project size of fifty-four (54) units is attached hereto and fully incorporated by this reference as Exhibit A. b. Eleven (11) of the fifty-four (54) housing units shall be covenanted as designated HOME Program units with affordable rent charged to the tenant household at not less than the low HOME rent under the HOME Program. Further, all housing units at the Project shall be restricted as set forth herein and in the Agreement for a minimum of fifty-five (55) years pursuant to a regulatory agreement with conditions,covenants and restrictions restricting the Developer's and successors' use, ownership, operation, management, maintenance, transfer and financing of the Project, and such fifty-five (55) -year regulatory agreement shall be recorded against the Project and Combined Site in the Official Records, County of Orange, California. 4. With the exception of the one (1) manager's unit, all units in the Project shall be occupied and tenanted by qualified "Senior Citizens" and "Senior Households", which terms mean a household where at least one (1) person in residence is sixty-two (62) years of age or older and who intends to reside in the unit as his or her primary residence on a permanent basis, and any other person residing in the unit is a "qualified permanent resident" or a "permitted health care resident" as provided in California Civil Code Section 51, et seq., or in the Federal Fair Housing Act, 42 U.S.C. Section 3601, et seq., and any other applicable federal, state or local laws and regulations governing the use and occupancy of the Project. Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 P�i�)F! 113 5. Execution of the Agreement shall be in a form to be reviewed and approved by Anaheim's City Attorney or special counsel. 6. The HOME Program funds for the Anaheim Loan will be transferred by the City to the Authority pursuant to a cooperation agreement to be considered and action taken by and between the City and Authority pursuant to the HOME Program. 7. If HOME Program moneys are used to make any portion of the Anaheim Loan, IHO shall comply with the HOME Program and applicable federal regulations set forth in 24 CFR Part 92 (as amended by the 2013 HOME Final Rule) and 24 CFR Part 983. 8. If Housing Asset Funds are used to make the Anaheim Loan, IHO shall comply with all applicable requirements of the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq., and the Dissolution Act, Health and Safety Code Section 34170, et seq., in particular Sections 34176 and 34176.1. 9. IHO shall comply with the HAL and any and all other applicable federal, state and local laws and regulations. 10. IHO shall comply with and complete environmental review of the Project pursuant to all applicable federal and state laws and regulations, including the California Environmental Quality Act ("CEQX) and the National Environmental Protection Act ("NEPA") and approval thereof, as applicable. The NEPA clearance for the Project was approved by HUD on 2016. Related to this process, IHO has caused to be prepared and provided a copy of that certain "Phase I Environmental `Site Assessment Report prepared by EFI, Global, Inc., a Delaware corporation, relating to the Sandman Motel, 1248 East Lincoln Avenue, Anaheim, California 92805, EFI Project No. 9836001604, dated as of October 10, 2016 (the "Phase I Report"). 11. Receipt of Subsidy Layering Review approval from TCAC. (Pursuant to July 2010 HUD Notice, TCAC may, and is now, performing Subsidy Layering Review for and on behalf of HUD.) 12. Determination of the HUD "fair market rent" for purposes of implementing the PBVs for the Project will be based and contingent upon approval of an independent appraisal. 13. The Agreement will require that the Developer will not charge more than an Affordable Rent (at the levels prescribed therein) for all Housing Units at the Project; thus, the total per-unit subsidy the Developer will receive under the Section 8 program or other tenant -based or project -based rental assistance program will be limited to the difference between the Affordable Rent for the Housing Unit under the Agreement and thirty percent (30%) of the tenant's monthly income. The Agreement will provide the Executive Director with Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 P a g c, 114 authority to waive or modify this requirement in his/her sole and absolute discretion. 14. If HOME Program funds are used to provide the Anaheim Assistance, for the twenty (20) -year term required by the HOME Program or CHDO-sponsored projects, all housing units at the Project must pass HOME Program construction, occupancy, and physical condition requirements as well as federal Housing Quality Standards annual inspections, (and other standards, as applicable) at the completion of construction and thereafter, as required by HOME Program regulations as amended by the 2013 HOME Final Rule, and meet federal program limitations and other applicable federal, state and local laws and regulations as to be set forth in the Agreement. 15. In connection with the development of the Project and subject to compliance with the TCAC Regulations, the Developer will be entitled to a developer fee in the amount not to exceed Two Million and No/100ths Dollars ($2,000,000.00). 16. As and if applicable, the Developer will comply with the federal Davis -Bacon Act and California Labor Code Section 1720, et seg., relating to prevailing wages ("Prevailing Wage Laws"); in this regard, the Authority and the Developer understand that such laws and regulations include exemptions that may apply to the Project, but under the Agreement the Developer will assume responsibility for and indemnify the Authority (and the City) relating to the Prevailing Wage Laws as such may be applicable to the Project. 17. The Anaheim Loan proceeds will be disbursed as follows: (1) the Acquisition Loan proceeds deemed disbursed for actual costs incurred by the Authority to purchase the Site and/or the Remnant Parcel, to pay relocation costs under the Relocation Laws and to reimburse IHO for the Escrow Deposit; and (2) if IHO acquires the Site and/or the Remnant Parcel at Closing, the amount of the Acquisition Loan for such property will be deemed disbursed to IHO or to the Seller on IHO's behalf at Closing; and (3) approximately and up to the amount of the Development Loan shall be disbursed to or on behalf of IHO for funding eligible hard and soft development costs under the HOME Program. In the event IHO receives 4% Tax Credits rather than 9% Tax Credits, disbursement of the Development Loan proceeds will depend on the alternate principal amount of the Development Loan as determined by Anaheim and approved by the Authority Board, in its sole and absolute discretion. 18. The Agreement shall provide that the Closing and each of the following conditions precedent shall be met prior to the disbursement of any portion of the Development Loan: a. Demolition of the existing improvements at the Combined Site have been completed in accordance applicable federal, state and local laws, including without limitation all Uniform Building Codes and applicable environmental laws; Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 page: 115 b. All grading permits shall have been issued, or be ready to issue, and the City shall have issued a letter stating that building permits are ready to issue, subject only to the completion of grading of the Combined Site for the Project. c. The Developer shall have secured all necessary institutional financing and funding for the Primary Loan to undertake and complete construction and thereafter operation of the Project. Such financing and funding shall be sufficient to pay all development costs of the Project, through lease -up, as set forth in a final budget (to be defined in the Agreement) and consistent with the approved proforma (or as otherwise approved by Anaheim). d. The Developer shall have provided evidence to Anaheim that the Developer has obtained insurance policies, certificates, and additional insured or other endorsements therefor acceptable to Anaheim, as described in the Agreement. e. The Developer shall have provided construction security in favor of Anaheim, which may include a completion guarantee from NO and/or a letter of credit, and/or payment and performance bonds from the general contractor and subcontractors for the Project (or some combination of any or all of the above), in an amount sufficient to ensure the Project will be completed, all invoices paid, and all workers paid in conformity with applicable federal and state labor laws, and otherwise in compliance with applicable federal and state laws, and placed in service within the time set forth in the schedule for the Project as approved by Anaheim. f. The Developer shall submit and obtain approval of the Authority for (i) the construction contract with its general contractor and the subcontracts therefor, (ii) the limited partnership agreement for the limited partnership entity to be formed to own and operate the Project under the Ground Lease, (iii) management, scope and funding for all required supportive services, and (iv) the marketing and tenant selection plans for the Project. 19. The Agreement shall provide that each of the following conditions precedent shall be met prior to the release of the PBVs: a. A final certificate of occupancy for completion of the Project shall have been issued by the City's building official. b. The final HAP contract has been duly entered into between the Authority and the Developer pursuant to the Section 8 Laws and all other applicable federal, state and local laws and regulations. c. The Developer shall have maintained and have on file with Anaheim up-to-date insurance policies and certificates or endorsements therefor acceptable to Anaheim, as described in the Agreement. d. The Developer shall have prepared, and the Authority shall have approved, a detailed Social and Supportive Services Plan ("Social Services Plan"), Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. , 2017 P< a 116 which shall describe the social and supportive services to be provided at the Project, and a detailed budget for the social and supportive services described in the Social Services Plan. The Social Services Plan shall further describe the goals and objectives of the social and supportive services to be provided at the Project. The approved Social Services Plan shall be made a part of the HAP contract and contingent on final HAP approval for the PBVs. The Social Services Plan shall include a robust level of social services offered at the Project and suitable for the residents' needs and provided by professionally trained staff. Services must include an assessment of clients' needs, link to services and verification of services obtained. The Social Services Plan must also provide clear outcome measurements related to services provided and must clearly identify if services will be provided by the Developer or by third party entity(ies). For services to be provided by the Developer, the Social Services Plan shall clearly identify the budget and resources available for the services. For services to be provided by third party entity(ies), the Social Services Plan must include copies of the agreements or memoranda of understanding that govern provision of the services. 20. Anaheim's preliminary award of the Anaheim Assistance is and shall remain subject to all covenants, conditions, and restrictions set forth in the Agreement, and in particular Anaheim's analysis of all the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project, including without limitation all funding sources and terms therefor including the supportable debt (construction and permanent financing), market value of Tax Credits and tax credit investor equity, deferred developer fee, if any, and other subordinate debt, if any. 21. By consideration and action to approve this Amended and Restated Letter, Anaheim hereby authorizes the Executive Director to sign this Amended and Restated Letter on behalf of Anaheim (both the City and the Authority). Further the Executive Director is authorized to cause to be prepared and executed the Agreement, including the AHAP and HAP contracts for the PBVs, in implementation of this Amended and Restated Letter so long as the terms and provisions of the Agreement and each and all implementing agreements and instruments therefor are substantially consistent, financially and legally, with this Amended and Restated Letter. a. Further, the Executive Director (or his/her duly authorized representative) is authorized to implement the Agreement and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by this Amended and Restated Letter, and thereafter the Agreement including all exhibits, instruments and implementing agreements thereto. To the extent necessary during the implementation hereof and thereof, the Executive Director is authorized to make technical or minor changes and interpretations of this Amended and Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. 2017 Page 117 Restated Letter and the Agreement, as necessary to properly implement and carry out the Project provided any and all such changes shall not in any manner substantially affect Anaheim's rights and obligations under this Amended and Restated Letter and the Agreement. b. In addition, the Executive Director is authorized, on behalf of both the City and the Authority, to sign all other documents necessary or appropriate to carry out and implement this Amended and Restated Letter, the Agreement and the 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 consistent with this Amended and Restated Letter and the Agreement. Any and all substantial changes to this Amended and Restated Letter or to the terms and provisions of the Agreement and implementing agreements and instruments thereto shall require the consideration and action of the City Council and/or the Authority Board, as applicable. In addition to the foregoing, notwithstanding any statement set forth in this Amended and Restated Letter or provisions of the Agreement, when negotiated between or among the parties, the Developer, the City and the Authority agree and acknowledge that the Agreement will not constitute a commitment of federal funds, and that such commitment of funds may occur only upon satisfactory completion of environmental review and receipt by the Authority and/or the City, as applicable, of a release of funds from and by HUD under 24 CFR Part 58. The Developer and Anaheim will further agree in the Agreement that the provision of any federal funds to the Project is and shall be conditioned on Anaheim's determination to proceed with, modify or cancel the Anaheim Assistance based on the results of a subsequent NEPA environmental review and the outcome of the Subsidy Layering Review. The Developer and Anaheim are further prohibited from undertaking or committing any federal funds to physical or choice -limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance; the Developer and Anaheim understand that the violation of this provision may result in the denial of any federal funds hereunder and under the Agreement. [Amended and Restated Letter and signature blocks continued on next page] Patricia C. Whitaker, CEO Innovative Housing Opportunities, Inc. '2017 Page 118 Should you have any questions or require additional information, please contact Grace Stepter, Housing Programs Manager, at (714) 765-4315 or by email at gstepter(@anaheim.net. Sincerely, City of Anaheim and Anaheim Housing Authority By: John E. Woodhead, III, Executive Director AGREED AND ACCEPTED this _th day of , 2017: INNOVATIVE HOUSING OPPORTUNITIES, INC., a California nonprofit public benefit corporation By: Patricia C. Whitaker, CEO EXHIBIT A IHO SENIOR PROJECT AFFORDABLE HOUSING UNITS MATRIX OF UNIT -MIX BY INCOME AND BEDROOM SIZE Bedroom Quantity AMI 1 6 30% 1 7 40% 1 12 50% 1 12 50% 1 7 60% 2 2 30% 2 1 40% 2 3 50% 2 3 60% 2 1 100% Manager's Unit SECRETARY'S CERTIFICATE STATE OF CALIFORNIA COUNTY OF ORANGE ss. CITY OF ANAHEIM 1, LINDA ANDAL, Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing is the original Resolution No. AHA 2017-004 adopted at a regular meeting provided by law, of the Anaheim Housing Authority held on the 6th day of June, 2017, by the following vote of the members thereof: AYES: Chairman Tait and Authority Members Murray, Barnes, Moreno, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: Vice Chairman Vanderbilt IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of June, 2017. C "12d,42 SECRETARY OF THE ANAHEIM H6usING AUTHORITY (SEAL)