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Home My WebLink AboutMINUTES - 05211996 - SD4 SD. 4 Contra Costa TO: BOARD OF SUPERVISORS County FROM: Harvey E. Bragdon Director of Community Development DATE: May 21, 1996 SUBJECT: Joint Public Hearing Regarding Disposition and Development Agreement with BRIDGE Housing Corporation, a California Nonprofit Public Benefit Corporation ("BRIDGE"), and The Martin Group/Holliday Development, a Joint Venture ("Martin") SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. HOLD A JOINT PUBLIC HEARING with the Contra Costa County Redevelopment Agency to consider a Disposition and Development Agreement (DDA) between the Agency and BRIDGE/Martin as developer of Specific Plan Development Area 4 in the Pleasant Hill BART Station Redevelopment Project Area. 2. As the Board of Supervisors, approve the Disposition and Development Agreement. FISCAL IMPACT See attached Summary Report. 1 CONTINUED ON ATTACHMENT: XX YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR COMENDA ON OF BO COMMITTEE APPROVE OTHER i - SIGNATURE(S): ACTION OF BOARD ON May '21 , 19 9 6 APPROVED AS RECOMMENDED x OTHER IT IS BY THE BOARD ORDERED that Resolution No. 96/221 is ADOPTED relative to the approval of execution and implementation' of a Disposition and Development Agreement for the Coggins Square Housing Development. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT 3 ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Source: Jim Kennedy 335-1255 cc: Redevelopment Agency ATTESTED May 21 , 1996 County Administrator PHIL BATCHELOR, CLERK OF Auditor-Controller THE BOARD OF SUPERVISORS County Counsel AND COUNTY ADMINISTRATOR via Redevelopment Goldfarb & Lipman , BRIDGE Housing Corp. The Martin Group BY ° DEPUTY Holliday Development JK:Ih sra22/phbdda2.bos BACKGROUND/REASONS FOR RECOMMENDATIONS On October 2, 1995, the Redevelopment Agency approved and authorized the execution of an Exclusive Right to Negotiate with BRIDGE Housing Corporation/The Martin Group/ Holliday Development for a 140 unit residential project on Area 4 in the Pleasant Hill BART Station Area. A copy of the Agency's approval of the Exclusive Right to Negotiate is attached as Exhibit A in order to describe the project. Staff has concluded negotiations with the developer relative to the DDA, and is recommending its adoption. Pursuant to requirements of California Redevelopment Law, a Summary Report on the Disposition and Development Agreement was prepared which briefly outlines the provisions of the DDA. Copies of the Summary Report and the DDA have been placed on file with the Clerk of the Board and the Secretary of the Agency for public review. i k s EXHIBIT A '`` contra TO: REDEVELOPMENT AGENCY CountyCosto FROM: Phil Batchelor 7 Executive Director DATE: October 3, 1995 SUBJECT: Area 4 Residential Site-Pleasant Hill BART Station SPECIFIC REQUEST(S)OR RECOMMENDATIONS(S)& BACKGROUND AND JUSTIFICATION RECOMMENDATIONS DESIGNATE BRIDGE Housing Corporation/The Martin Group/Holliday Development as the developer for Area 4-Pleasant Hill BART Station Area;and AUTHORIZE the Deputy Director -Redevelopment to execute an Exclusive Negotiating Rights Agreement with the developer which will lead to a Disposition&Development Agreement. FISCAL IMPACT . None. No General Fund revenues are involved. BACKGROUND/REASONS FOR RECOMMENDATIONS On February 14, 1995, the Agency authorized circulation of a Request for Developer Qualifications for Area 4 at the Pleasant Hill BART Station. Area 4 is a Red velopment CONTINUED ON ATTACHMENT: XX YES SIGNATURE: _RECOMMENDATION OF EXECUTIVE DIRECTOR �ECOMMEN TION OF AG CY COMMITTEE APPROVE OTHER I/ SIGNATURE16): I ACTION OF AGENCY ON October 3, 1995 APPROVED AS RECOMMENDED x OTHER_ VOTE OF COMMISSIONERS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS(ABSENT ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE REDEVELOPMENT —� AGENCY ON THE DATE SHOWN. 1 .. Contact:Jim Kennedy', 6464076 ATTESTED October 3, 1995 cc: County Administrator PHIL BATCHELOR County Counsel AGENCY SECRETARY Community Development Redevelopment Agency via Redevelopment Agency BYnm& DEPUTY SKMG Goldfarb&Lipman BRIDGE Housing Corporation The Martin Group Holiday Development Lincoln Property Contra Costa Centre Association Walden Association JKlh sn2Gataa4.bos _ EXHIBIT A ~ pAGE 2 V Agency-owned,very high density residential site. The Agency was pleased to have eight high quality firms submit their qualifications. Using a Review Committee that consisted of representatives of the Contra Costa Centre Association,the Walden District Improvement Association, a representative from Supervisor DeSaulnier's office, Community Development Department staff, Redevelopment Agency staff, and the Agency's real estate consultant, the Agency reviewed the qualifications, and ultimately requested proposals from four of the eight developer parties. The developer parties from whom development proposals were requested included BRIDGE Housing Corporation/The Martin Group/Holliday Development, Lincoln Property Company, Trammell Crow, and Sares Regis/Eden Housing. Based on a review of the proposals, the Review Committee narrowed the field to two finalists: BRIDGE Housing Corporation/The Martin Group/Holiday Development, and Lincoln Property Company. The Review Committee then engaged in a site review of prior housing developments of the respective developers. Principals involved with the firms interviewed by the Committee as part of these site visits. The Review Committee is pleased to recommend that the Redevelopment Agency enter into an Exclusive Negotiating Rights Agreement with BRIDGE Housing Corporation/The Martin Group/Holliday Development. The Review Committee was given a difficult charge. The reality was that any of the eight original submittors of qualifications had the capacity to proceed with the project. Narrowing of the field was difficult and very competitive. The final two proposals are generally described below, and represent significantly different product types. Based on criteria that included compliance with minimum density elements of the Specific Plan, the extent and depth of affordability,the financial terms associated with land purchase, the risk associated with the plan of finance, and conformance to the Urban Design goals of the Pleasant Hill BART Specific Plan, the Committee recommends BRIDGE Housing _ Corporation/The Martin Group/Holliday Developer. A brief description of each of the two development proposals under final ccinsideration follows: BRIDGE Housing Corporation/The Martin Group/Holliday Dgvelog_ment Total number of units: 140 Number of rental units: 86 Nurrper of affordable rental units: 86 (tax credit financing) Number of for sale units: 54 Lincoln Development ComoanvComoany Total number of units: 192 i Number of rental units: 192 Number of affordable rental units: 29 Number of for sale units: 0 x 1 y .ay 4 SD. 4 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA ADOPTED this order on May 21 , 1996 by the following vote AYES: Supervisors Rogers , DeSaulnier, Torlakson and Smith NOES: None ABSENT: Supervisor Bishop ABSTAIN: None RESOLUTION NO. 96/221 Subject: APPROVAL OF EXECUTION AND IMPLEMENTATION OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE COGGINS SQUARE HOUSING DEVELOPMENT The Contra Costa County Board of Supervisors RESOLVES THAT: The Contra Costa County Board of Supervisors (the "Board") has adopted the Redevelopment Plan for the Pleasant Hill BART Station Redevelopment Project Area (the "Redevelopment Plan") on July 10, 1984, by Ordinance No. 84-30, and amended and restated on June 19, 1988 by Ordinance No. 88-58, affecting the Pleasant Hill BART Station Area Redevelopment Project Area (the "Project Area") ; and The Contra Costa County Redevelopment Agency (the "Agdncy") is vested with responsibility pursuant to the Community Redevelopment Law (Health and Safety Code Section 33000 et sec . ) (the "Law") to implement the Redevelopment Plan in the Project Area; and The Agency is the owner of an approximately 3 .7 acre parcel of land located in the Project Area at the intersection of Coggins Way and Las Juntas Way (the "Property") ; and The Agency desires to cause redevelopment of the Property through the construction of 86 dwelling units to be rented at affordable housing cost to qualified low and moderate income households, including very low income households (the "Apartments") and 54 for- sale townhome units (the "Townhomes") , (the Apartments and the Townhomes are collectively referred to herein as the "Development") ; and The Agency has selected BRIDGE Housing Corporation and The Martin Group/Holliday Development (the "Developers") to serve as the developers of the Development on the Property and the Agency and the Developers entered into an Exclusive Right to Negotiate Agreement dated December 1, 1995; and The Agency desires to enter into a Disposition and Development Agreement (the "DDA") with the Developers, substantially in the form on file with the Agency, whereby the Developers will agree to develop the Development on the Property and to operate and rent units in the Apartments to qualified tenants and to sell the Townhomes, as set forth in detail in the DDA; and Pursuant to the DDA, the Agency will sell to BRIDGE the portion of the Property where the Apartments will be constructed and will sell to The Martin Group/Holliday Development the portion of the Property where the Townhomes will be constructed, and will provide an acquisition loan to BRIDGE Housing Corporation; and Redevelopment of the Property pursuant to the DDA will serve major Redevelopment Plan goals and objectives to increase the community's supply of affordable housing; and 3200UO.P50 05/10/96 -1- 96/221 1- 96/221 The Agency has placed on file a copy of the DDA and the summary called for in Section 33433 of the Law (the "Section 33433 Summary") and has made the DDA and the Section 33433 Summary available for public inspection and copying pursuant to Section 33433 of the Law; and By staff report accompanying this Resolution and incorporated herein by this reference, the Board has been provided with additional information upon which the findings and actions set forth in this Resolution are based; and The Board and the Agency have conducted a duly noticed public hearing on the DDA pursuant to Section 33433 of the Law for the purpose of receiving the input and comments of the public on the DDA; and A negative declaration (the "Negative Declaration") has been prepared pursuant to the California Environmental Quality Act (California Public Resources Code Section 21000 et sea. ) ("CEQA") , the State CEQA Guidelines (14 California Code of Regulations Section 15000 et sea. ) , and the County's and the Agency's adopted local CEQA Implementation Guidelines (the "Local CEQA Guidelines") to consider approval of the DDA; The Board has served as a "Responsible Agency" under CEQA with respect to the Negative Declaration; and Therefore, the Board of Supervisors RESOLVES THAT: 1. The Board hereby certifies its review and consideration of the Negative Declaration in connection with its actions pursuant to this Resolution in accordance with CEQA, the State CEQA Guidelines, and the Local Guidelines: 2 . The Board hereby finds and determines that, based on the Initial Study and any comments received, that there is no substantial evidence that the DDA and the transactions contemplated therein will have a significant effect on the environment. Therefore, the Board hereby approves the Negative Declaration. 3 . Pursuant to Section 33433 of the Law, the Board hereby finds that the consideration to be given by the Developers under the DDA for the purchase of the Property is not less than the fair reuse value of the Property at the use and with the covenants and conditions and development costs authorized and directed for the sale of the Property pursuant to the DDA. This finding is based on facts and analysis set forth in the Section 33433 Summary and the staff report accompanying this Resolution that: a. The Agency proposes to sell the Property to the Developers under the DDA for $1, 550, 000, and to require that the Developers develop and rent 86 dwelling units at affordable rents to qualified low and moderate income households, including very low income households, develop and sell 54 townhomes, and repay the acquisition loan made by the Agency to BRIDGE Housing Corporation for the Apartments; and b. The fair reuse value of the Property for such restricted use and under such conditions of development is not greater than $1, 550, 000 as established by the reuse value analysis set forth in the Section 33433 Summary. 4. Pursuant to Section 33433 of the Law, the Board hereby finds that the sale of the Property pursuant to the DDA will provide housing for low and moderate income persons and will assist in the elimination of blight in the Project Area. This finding is 3200UO.P50 05/10/96 -2- 96/221 2- 96/221 based on facts and analysis in the Section 33433 Summary and the staff report accompanying this Resolution. 5. Pursuant to Section 33433 of the Law, the Board hereby finds that the sale of the Property pursuant to the DDA is consistent with the Implementation Plan adopted by the Agency for the Project Area pursuant to Section 33490. 6. Pursuant to Section 33433 of the Law, the Board hereby approves the DDA, the attached grant deeds and regulatory agreement for the property and all other related documents for the implementation of the DDA; approves execution by the Agency of the DDA, the grant deeds, the regulatory agreement, and all other related documents, substantially in the form on file with the Agency Secretary with such changes as are approved by the Agency Deputy Director - Redevelopment, such approval to be conclusively evidenced by the execution of the DDA; and approves disposition of the Property by the Agency pursuant to the provisions of the DDA as executed. 7. The County Clerk is hereby authorized and directed to file a Notice of Determination with respect to the DDA and this Resolution in accordance with 14 California Code of Regulations, Section 15075. 8. This Resolution shall take immediate effect from and after its passage and approval. I hereby certify that this Is a true and correct copy of an action taken and entered on the minutes of the Board of Supervfs rs on the date shown. ATTESTED: PHIL BAT EL R,Clerk of the Board Superviso d County A inistrator D BY — ,Deputy 3200UO.P50 05/10/96 —3- 96/221 3- 96/221 Contra Costa TO: REDEVELOPMENT AGENCY . �� FROM: Phil Batchelor r CU J County Executive Director DATE: May 21, 1996 SUBJECT: Joint Public Hearing Regarding Disposition and Development Agreement with BRIDGE Housing Corporation, a California Nonprofit Public Benefit Corporation ("BRIDGE"), and The Martin Group/Holliday Development, a Joint Venture ("Martin") SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. HOLD A JOINT PUBLIC HEARING with the Contra Costa County Board of Supervisors to consider a Disposition and Development Agreement (DDA),between the Agency and BRIDGE/Martin as developer of Specific Plan Development Area 4 in the Pleasant Hill BART Station Redevelopment Project Area. 2. ADOPT a Resolution of the Redevelopment Agency approving and authorizing the Executive Director or his designee to execute this DDA in substantially the form on file with the Secretary of the Agency and such other documents as may be reasonably necessary to carry out its terms and provisions, and approving a Negative Declaration of Environmental Significance relative to the DDA. FISCAL IMPACT See attached Summary Report. CONTINUED ON ATTACHMENT: XX YES SIGNATURE: RECOMMENDATION OF EXECUTIVE DIRECTOR E OMMENDAT N OF AG NCY COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF AGENCY ON May 21 , 1996 APPROVED AS RECOMMENDED x OTHER IT IS BY THE AGENCY ORDERED that _Resolution`,RA` 96-2 "is I'.ADOPTED gas' stated in recommendation '2 . VOTE OF COMMISSIONERS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT 3 ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE REDEVELOPMENT AGENCY ON THE DATE SHOWN. Contact: Jim Kennedy 335-1255 ATTESTED May 21 , 1996 cc: County Administrator PHIL BATCHELOR Community Development AGENCY SECRETARY Auditor-Controller County Counsel0 via Redevelopment B4LO� a , DEPUTY Goldfarb & Lipman BRIDGE Housing Corp. The Martin Group Holliday Development J K:Ih/sra22-ph bdda.bos I BACKGROUND/REASONS FOR RECOMMENDATIONS On October 3, 1995, the Agency approved and authorized the execution of an Exclusive Right to Negotiate with BRIDGE Housing Corporation/The Martin Group/Holliday Development for a 140 unit residential project on Area 4 in the Pleasant Hill BART Station Area. A copy of the Agency's approval of the Exclusive Right to Negotiate is attached as Exhibit A in order to describe the project. Staff has concluded negotiations with the developer relative to the DDA, and is recommending its adoption. Pursuant to requirements of California Redevelopment Law, a Summary Report on the Disposition and Development Agreement was prepared which briefly outlines the provisions of the DDA. Copies of the Summary Report and the DDA have been placed on file with the Clerk of the Board and the Secretary of the Agency for public review. EXHIBIT A - Contra TO: REDEVELOPMENT AGENCY > Costa FROM: Phil Batchelor County Executive Director DATE: October 3, 1995 SUBJECT: Area 4 Residential Site-Pleasant Hill BART Station SPECIFIC REQUEST(S)OR RECOMMENDATIONS(S)& BACKGROUND AND JUSTIFICATION RECOMMENDATIONS DESIGNATE BRIDGE Housing Corporation/The Martin Group/Holliday Development as the developer for Area 4-Pleasant Hill BART Station Area;and AUTHORIZE the Deputy Director -Redevelopment to execute an Exclusive Negotiating Rights Agreement with the developer which will lead to a Disposition& Development Agreement. FISCAL IMPACT None. No General Fund revenues are involved. BACKGROUND/REASONS FOR RECOMMENDATIONS On February 14, 1995, the Agency authorized circulation of a Request for Developer Qualifications for Area 4 at the Pleasant Hill BART Station. Area 4 is a Red velopment CONTINUED ON ATTACHMENT: XX YES SIGNATURE: , _RECOMMENDATION OF EXECUTIVE DIRECTOR _�ECOMMEN TION OF AG CY COMMITTEE APPROVE OTHER f/ SIGNATURE(S): I ACTION OF AGENCY ON October 3, 1995 APPROVED AS RECOMMENDED x OTHER VOTE OF COMMISSIONERS a I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS(ABSENT ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE REDEVELOPMENT AGENCY ON THE DATE SHOWN. Contact: Jim Kenne(ly, 646-4076 ATTESTED October 3, 1995 cc: County Administrator PHIL BATCHELOR County Counsel AGENCY SECRETARY Community Development Redevelopment Agency via Redevelopment Agency BY DEPUTY SKMG Goldfarb&Lipman BRIDGE Housing Corporation The Martin Group Holiday Development Lincoln Property Contra Costa Centre Association Walden Association JKm sra=area4bos ' r EXHIBIT A .. y pAGE 2 Agency-owned,very high density residential site. The Agency was pleased to have eight high quality firms submit their qualifications. Using a Review Committee that consisted of representatives of the Contra Costa Centre Association, the Walden District Improvement Association, a representative from Supervisor DeSaulnier's office, Community Development Department staff, Redevelopment Agency staff,and the Agency's real estate consultant, the Agency reviewed the qualifications, and ultimately requested proposals from four of the eight developer parties. The developer parties from whom development proposals were requested included BRIDGE Housing Corporation/The Martin Group/Holliday Development, Lincoln Property Company, Trammell Crow, and Sares Regis/Eden Housing. Based on a review of the proposals, the Review Committee narrowed the field to two finalists: BRIDGE Housing Corporation/The Martin Group/Holiday Development, and Lincoln Property Company. The Review Committee then engaged in a site review of prior housing developments of the respective developers. Principals involved with the firms interviewed by the Committee as part of these site visits. The Review Committee is pleased to recommend that the Redevelopment Agency enter into an Exclusive Negotiating Rights Agreement with BRIDGE Housing Corporation/The Martin Group/Holliday Development. The Review Committee was given a difficult charge. The reality was that any of the eight original submittors of qualifications had the capacity to proceed with the project. Narrowing of the field was difficult and very competitive. The final two proposals are generally described below, and represent significantly different product types. Based on criteria that included compliance with minimum density elements of the Specific Plan, the extent and depth of affordability, the financial terms associated with land purchase, the risk associated with the plan of finance, and conformance to the Urban Design goals of the Pleasant Hill BART Specific Plan, the Committee recommends BRIDGE Housing Corporation/The Martin Group/Holliday Developer. A brief description of each of the two development proposals under final consilf ration follows: BRIDGE Housing Corporation/The Martin Group/Holliday Development Total number of units: 140 Number of rental units: 86 Nurroer of affordable rental units: 86 (tax credit financing) Number of for sale units: 54 r Lincoln Development Company Total number of units: 192 Number of rental units: 192 Number of affordable rental units: 29 Number of for sale units: 0 x 1 THE REDEVELOPMENT AGENCY OF CONTRA COSTA COUNTY, CALIFORNIA ADOPTED this order on May 21 , 1996 by the following vote AYES: Commissioners Rogers , DeSaulnier, Torlakson and Smith NOES: None ABSENT: - Commissione=r: Bi:shop ABSTAIN: None RESOLUTION NO. RA 96-2 Subject: APPROVAL OF EXECUTION AND IMPLEMENTATION OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE COGGINS SQUARE HOUSING DEVELOPMENT The Contra Costa County Redevelopment Agency RESOLVES THAT: The Contra Costa County Board of Supervisors has adopted the Redevelopment Plan for the Pleasant Hill BART Station Redevelopment Project Area (the "Redevelopment Plan") on July 10, 1984, by Ordinance No. 84-30, and amended and restated on June 19, 1988 by Ordinance No. 88-58, affecting the Pleasant Hill BART Station Area Redevelopment Project Area (the "Project Area") ; and The Contra Costa County Redevelopment Agency (the "Agency") is vested with responsibility pursuant to the Community Redevelopment Law (Health and Safety Code Section 33000 et sea. ) (the "Law") to implement the Redevelopment Plan in the Project Area; and The Agency is the owner of an approximately 3 . 7 acre parcel of land located in the Project Area at the intersection of Coggins Way and Las Juntas Way (the "Property") ; and The Agency desires to cause redevelopment of the Property through the construction of 86 dwelling units to be rented at affordable housing cost to qualified low and moderate income households, including very low income households (the "Apartments") and 54 for- sale townhome units (the "Townhomes") , (the Apartments and the Townhomes are collectively referred to herein as the "Development") ; and The Agency has selected BRIDGE Housing Corporation and The Martin Group/Holliday Development (the "Developers") to serve as the developers of the Development on the Property and the Agency and the Developers entered into an Exclusive Right to Negotiate Agreement dated December 1, 1995; and The Agency desires to enter into a Disposition and Development Agreement (the "DDA") with the Developers, substantially in the form on file with the Agency Secretary, whereby the Developers will agree to develop the Development on the Property and to operate and rent units in the Apartments to qualified tenants and to sell the Townhomes, as set forth in detail in the DDA; and Pursuant to the DDA, the Agency will sell to BRIDGE Housing Corporation the portion of the Property where the Apartments will be constructed and will sell to The Martin Group/Holliday Development the portion of the Property where the Townhomes will be constructed, and will provide an acquisition loan to BRIDGE Housing Corporation; and 3200U3.PS0 05/10/96 -1- RA 1-RA 96-2 The Developers intend to apply to the California Tax Credit Allocation Committee for a reservation of low income housing tax credits for the Apartments; and Redevelopment of the Property pursuant to the DDA will serve major Redevelopment Plan goals and objectives to increase the community' s supply of affordable housing and is consistent with the Implementation Plan adopted by the Agency for the Project Area pursuant to Section 33490; and The Agency intends to apply the units to be developed in the Apartment Improvements toward satisfaction of its Project Area housing production obligation under Health and Safety Code Section 33413 (b) ; and The Agency has placed on file a copy of the DDA and the summary called for in Section 33433 of the Law (the "Section 33433 Summary") and has made the DDA and the Section 33433 Summary available for public inspection and copying pursuant to Section 33433 of the Law; and By staff report accompanying this Resolution and incorporated herein by this reference, the Agency has been provided with additional information upon which the findings and actions set forth in this Resolution are based; and The Board of Supervisors and the Agency have conducted a duly noticed public hearing on the DDA pursuant to Section 33433 of the Law for the purpose of receiving the input and comments of the public on the DDA; and The Board of Supervisors has approved the DDA and related documents and their execution and implementation by the Agency following consideration of the DDA and related documents at the above- referenced joint public hearing; and A negative declaration (the "Negative Declaration") has been prepared pursuant to the California Environmental Quality Act (California Public Resources Code Section 21000 et seg. ) ("CEQA") , the State CEQA Guidelines (14 California Code of Regulations Section 15000 et sea. ) , and the County's and the Agency's adopted local CEQA Implementation Guidelines (the "Local CEQA Guidelines") to consider approval of the DDA; The Agency has served as "Lead Agency" under CEQA with respect to the Negative Declaration; and The Agency has complied with the requirements for a Lead Agency in the review and consideration of the Negative Declaration in accordance with the requirements of the State CEQA Guidelines (14 California Code of Regulations, Section 15074) and the Local CEQA Guidelines. Therefore, the Agency RESOLVES THAT: 1. The Agency hereby certifies its review and consideration of the Negative Declaration in connection with its actions pursuant to this Resolution in accordance with CEQA, the State CEQA Guidelines, and the Local Guidelines. 2 . The Agency hereby f inds and determines that, based on the Initial Study and any comments received, that there is no substantial evidence that the DDA and the transactions contemplated therein will have a significant effect on the environment. Therefore, the Agency hereby approves the Negative Declaration. 3200U3.P50 05/10/96 -2- RA2- RA 96-2 c 3 . The Agency Executive Director is hereby authorized and directed to file a Notice of Determination (as a "lead agency" under CEQA) with respect to the DDA and this Resolution in accordance with 14 California Code of Regulations, Section 15075. 4. The Agency hereby approves the DDA and authorizes the Agency Deputy Director - Redevelopment to execute on behalf of the Agency the DDA, substantially in the form on file with the Agency, with such changes as are approved by the Agency signatory, such approval to be conclusively evidenced by the execution of the DDA. 5. The Agency hereby agrees to dispose of the Property, make a acquisition loan to BRIDGE Housing Corporation, and provide other specified assistance at the times called for and on the terms and conditions contained in the executed DDA. 6. The Agency hereby authorizes the Agency Deputy Director - Redevelopment to execute on behalf of the Agency, at the time and on the terms and conditions set forth in the executed DDA, the grant deeds, the regulatory agreement, the certificates of completion, and other related documents, substantially in the forms attached as exhibits to the executed DDA, with such changes as are deemed appropriate by the Agency Deputy Director - Redevelopment to effectuate the intent of the DDA and related documents. 7. The Agency hereby authorizes the Agency Deputy Director - Redevelopment to take such other actions and execute such other documents as are appropriate to effectuate the intent of the executed DDA and related documents. 8. The Agency hereby authorizes the Agency Deputy Director - Redevelopment to cause the Agency to apply jointly with the Developers for a reservation of low income housing tax credits for the Apartments, if deemed necessary or advisable by the Agency Deputy Director - Redevelopment. 9. The Agency hereby confirms and grants the authority vested in the Agency Deputy Director - Redevelopment pursuant to Sections 8 . 12 , 9 .8 and 10. 16 of the DDA to act on the Agency' s behalf in implementing the DDA and related documents. 10. With regard to subordination of the Agency' s regulatory agreement to the encumbrances of construction and permanent lenders for the Apartments, the Agency hereby authorizes the Agency Deputy Director - Redevelopment to make the findings, if any, required by Health & Safety Code Section 33334 . 14, where the conditions of that Section are met in the reasonable determination of the Agency Deputy Director - Redevelopment, and to execute, if necessary, the appropriate subordination agreements or other instruments to affect such subordination. 11. This Resolution shall take immediate effect from and after its passage and approval. 1 hereby certify that t N , and t-orrect copy of an action taken and en°e-dd on the minutes of the Redevelopment Agency on the datepsh�own. ATTESTED: �9 PHIL �LDR,AgencySecretary By a Deputy 3200U3.P50 05/10/96 —3— RA 3—RA 96-2 SD.4 BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA AND THE REDEVELOPMENT AGENCY OF CONTRA COSTA COUNTY Adopted this Order on May 21. 19% by the following vote: AYES: Supervisors/Commissioners Rogers, DeSaulnier, Torlakson and Smith NOES: None ABSENT: Supervisor/Commissioner Bishop ABSTAIN: None SUBJECT: Joint Public Hearing on the Disposition and Development Agreement (DDA) between the Agency and Bridge/Martin as developer of Specific Plan Development Area 4 in the Pleasant Hill BART Station Redevelopment Project Area. Following the joint public hearing with the Board of Supervisors of Contra Costa County and the Redevelopment Agency of Contra Costa County on the Disposition and Development Agreement (DDA) between the Redevelopment Agency and Bridge/Martin as developer of Specific Plan Development Area 4 in the Pleasant Hill BART Station Redevelopment Project area, and having approved the DDA and authorized the Executive Director of his designee to execute this DDA in substantially the form on file with the Secretary of the Agency, Supervisor DeSaulnier directed that the Director of the Redevelopment Agency have the Pleasant Hill BART Steering Committee meet within the next thirty days to discuss the issues including comprehensive planning and the planning process . Therefore, IT IS FURTHER ORDERED BY THE BOARD that the Redevelopment Agency Director is DIRECTED to coordinate a meeting with the Pleasant Hill Bart Station Area Steering Committee within the next thirty days to discuss issues including comprehensive planning and the planning process . I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supe ' ors On the date shown, ATTESTED: !_qq � PHIL 60CIOELOIFi,Clerk of the Board aupervis=Count or By ,Deputy I hereby certify tyat i"',;is a t.e:e and norrect copy of an action taken and entered on the minutes of the Redevelopme cy on the date shown. ATTESTED: ._ as l�- .14 i3 C '!OR,A TySecretary 9y a Deputy cc: Redevelopment Agency SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY CODE on the DISPOSITION AND DEVELOPMENT AGREEMENT by and between CONTRA COSTA COUNTY REDEVELOPMENT AGENCY and BRIDGE HOUSING CORPORATION, AND THE MARTIN GROUP/HOLLIDAY DEVELOPMENT for COGGINS SQUARE HOUSING DEVELOPMENT Prepared for: CONTRA COSTA COUNTY REDEVELOPMENT AGENCY Prepared by: SEDWAY KOTIN MOUCHLY GROUP MAY 1,1996 • 7::ZV� SUMMARY REPORT (S33433) DISPOSITION AND DEVELOPMENT AGREEMENT w BY AND BETWEEN CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, BRIDGE HOUSING DEVELOPMENT CORPORATION AND THE MARTIN GROUP/HOLLIDAY DEVELOPMENT INTRODUCTION The purpose of this report with respect to the disposition and development agreement (DDA) which provides for the conveyance of the property(Property)by the Contra Costa County Redevelopment Agency(the Agency)to BRIDGE Housing Corporation(BRIDGE) and the Martin Group/Holliday Development(Martin/Holliday) is to describe the cost of the Agreement to the Agency, the purchase price paid by BRIDGE and Martin/Holliday (Developers), and the value of the property conveyed. This report must be available for public inspection in accordance with Health and Safety Code Section 33433, along with a copy of the DDA. PROPOSED SALE OF PROPERTY A copy of the DDA between the Agency and the Developers is attached to this report(see Exhibit 1).A summary of salient issues in the DDA follows. Property to be Conveyed The subject property (Property), also known as Area 4, is an approximately 3.7-acre site located at the northwest corner of the intersection of Las Juntas Way and Coggins Drive, north of the Pleasant Hill BART Station in the unincorporated area of Contra Costa County. The Property is designated for high-density multifamily housing by the Pleasant Hill BART Station Area Specific Plan (adopted 1983) and the Pleasant Hill BART Station Area Redevelopment Plan (adopted 1984). The Property, currently vacant, is owned by the Agency. The legal description of the property, comprised of nine assembled parcels, is provided in Exhibit 2. Proposed Development The proposed development(Development)consists of a townhome component(Townhome Site) and an apartment component (Apartment Site). The 54-unit Townhome Site will be developed by Mar in/Holliday.The 86-unit Apartment Site,to be developed by BRIDGE,will 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 1 MAY 1,1996 include 42 units reserved for very low-income households and 44 units reserved for low-and moderate-income households.All residents of the two developments will have access to the project's amenities,which include a clubhouse/community facility,swimming pool,and a children's playground. Developer Responsibilities The Developers are obligated to accept conveyance of the development site and to construct the proposed Development in accordance with the schedule of performance contained within the Agreement.The Developers'primary responsibilities under the DDA include: 1. Prepare construction plans, schematic design plans, and obtain all necessary governmental approvals for the development and operation of the Development. 2. Obtain debt and equity funds which, when combined with the Agency's financial assistance, are sufficient to pay all costs of the Development. Specifically, BRIDGE shall submit a timely and complete application to the California Tax Credit Allocation Committee (ICAC). 3. Agree to residential use consistent with the Agency Documents,the Final Develop- ment Plan and the Approved Construction Plans for the entire term. 4. Ensure at least 42 units in the Apartment Site are available for occupancy at affordable rents to very low-income households. 5. Maintain the development as to both external and internal appearance of the units, common area,and the open spaces. 6 Pay all real and personal property taxes,assessments,and charges. 7. BRIDGE shall repay the Acquisition Loan provided by the Agency from"surplus cash" at a rate of 3 percent per annum,compounded annually,for 30 years.The Acquisition Loan shall bear no interest prior to the Certificate of Completion issued by the County. Surplus Cash is defined as the amount by which gross revenue exceeds annual operating expenses. Agency Responsibilities The Agency responsibilities under the agreement are as follows: 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 2 MAY 1,1996 1. Upon satisfaction by the Developers of certain conditions set forth in the DDA,sale of the property to the Developers for$1,550,000,of which$950,000 is allocated to the Apartment Site and$600,000 is allocated to the Townhome Site. 2. Provide an acquisition loan to BRIDGE for$350,000. 3. Provide Certificates of Completion to the Developers promptly after completion of each of the Apartment Site and Townhome Site improvements. The cost to the Agency of performing its obligations under the DDA is detailed below. COST OF THE AGREEMENT TO THE AGENCY The estimated costs of the DDA to the Agency are listed and described below: Land Acquisition $4,496,861 Relocation 66/087 Closing Costs 6,835 Acquisition Loan Interest and Fees 605,104 Total Agency Cost $5,174,887 Less Purchase Price from Developers $1,550,000 Net Agency Cost $3,624,887 Land Acquisition Cost The Contra Costa Redevelopment Agency assembled and purchased the Property for $4,496,861. Relocation The relocation cost associated with the Property conveyance is$66,007. Site Preparation The Agency paid$15,500 for site preparation and fencing of the Property. 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 3 MAY 1,1996 Interest on Acquisition Loans The Agency borrowed $1,200,000 to acquire the Property. The paid fees and interest associated v4th this loan totals$605,104. In addition,the Agency will loan BRIDGE$350,000 for acquisition of the Apartment Site.The Agency borrowed the loan funds from Contra Costa County and is not accruing interest on the loan from the County,and hence is not considered a cost to the Agency. The Agency primarily utilized tax increment revenue to pay these acquisition costs. In addition, the Agency will earn new annual tax increment revenues as a result of the completion of the Development. THE ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED OR LEASED DETERMINED AT THE HIGHEST AND BEST USES PERMITTED UNDER THE PLAN The highest and best use of property is commonly considered to be"that use which is physically possible,legally permissible,financially feasible,and maximally productive. The Property is currently zoned P-1,Planned District,under the jurisdiction of Contra Costa County. The Pleasant Hill BART Station Area Redevelopment Plan (adopted in 1984) provides the regulations,conditions,and programs regarding development of the Property. The Property's Specific Plan land use designation is for high-density multifamily residential development at a minimum of 35 units per acre. The property's highest and best use as high-density multifamily residential units yields a value of $2,350,000. This figure was determined by an appraisal conducted by Rolan H. Burchard Associates in May 1993 and reviewed by Sedway Kotin Mouchly Group in April 1995. ESTIMATED REUSE VALUE OF THE PROPERTY TO BE CONVEYED The following analysis indicates the supportable land value,or reuse value of the Property, based on the development costs of the apartment and townhome components of the project, projected revenue and costs, and obtainable debt and equity funds resulting from the project's income generating potential. This analysis concludes that the supportable reuse value of the Property is$1,550,000. Costs of Development Exhibits 3 and 4 provide a list of the projected development costs,totaling$11,792,905 for the Apartment Site and$7,593,113 for the Townhome Site. Exhibits 3 and 4 include the acquisi- 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 4 MAY 1,1996 tion cost of$950,000 for the Apartment Site and$600,000 for the Townhome Site, totaling $1,550,000 for the Property. Funding Sources Exhibit 5 provides the anticipated sources of debt and equity to cover the development costs. As listed in Exhibit 5, the Apartment sources of funds includes conventional loans of $3,340,026 for construction and$350,000 for permanent loan; an Agency loan in the amount of $350,000 provided for in the DDA and described herein; County HOME loan in the amount of$1,950,000 in addition to funds from deferred HOMWCommunity Development Block Grant interest; a Bridge Loan from the County totaling $5,000,000; an Affordable Housing Program grant from the Federal Home Loan Bank totaling$258,000; developer equity of$83,681;$8,368,070 of investor equity from the syndication of low income tax credits; and $300,000 from other fundraising activities. Exhibit 6 summarizes the basis for deter- mining the maximum amount of tax credit equity achievable for the project.The various loan amounts are a function of the Apartment Site's anticipated operating income,which defines the debt service coverage capacity. The total development costs exceed the available financing by$64,155 for the Apartment Site. The Townhome Site will be conventionally financed through an interim construction loan totaling approximately 75 percent of the project's value.Based on current financing require- ments of conventional lenders, the project will be phased in two development blocks in which financing for the second block will only be available after sales objectives of the initial phase are achieved. The debt and equity of the Townhome Site will match the project development costs of$7,593,113. Operating Income and Revenue Projections The Development's scheduled revenue and operating costs provides the basis for deter- mining the level of supportable debt.Exhibits 7 and 8 provide the scheduled gross rents and anticipated sales prices of the apartment and townhome components,respectively. Apartment Site. Exhibit 7 shows the anticipated annual income to be generated by the Development based on the affordable housing requirements set forth in the DDA and the per unit operating expense. The scheduled rents are significantly lower than achievable market rents based on a market study prepared by Sedway Kotin Mouchly Group. Hence, the total annual gross rents from the Apartment Site is only $413,950 and the per unit operating expense is$3,300. Exhibit 8 provides a pro forma for the Apartment Site over a 30-year period. The total annual rental income,excluding the Section 8 rents,is inflated at 3 percent annually. The Section 8 rent, totaling$45,035 in year one,is inflated at 1 percent annually.The operating expenses 33433 REPORT FOR PLEASANT DILL BART STATION RESIDENTIAL SITE 5 MAY 1,1996 are inflated at 4 percent annually. The gross potential income less vacancy and collection losses and operating expenses provides the net operating income (NOI). As indicated in Exhibit 8,all of the net"surplus" cash will be used for repayment of the Agency and County loan. The surplus cash is calculated from NOI less the project's debt service, replacement reserves,and tax credit partnership management fee.After loan payments are made to the Agency and County,there is no additional cash flow generated by the development. Hence, there is no cash flow available to provide a cash return to the$8.4 million of tax credit equity. The only financial benefit for the tax credit equity investors is the tax credit advantages. Townhome Site. The sales revenue projected for the townhomes, totaling $8,756,000, is provided in Exhibit 9. The total townhome anticipated revenue less the development costs of$7,593,113 provides a developer profit of$1,162,887,or a 15.3 percent return on cost. This level of developer profit is standard in the residential development industry and accounts for the risks associated with real estate development activity. Reuse Value Conclusion As stated above,there is no additional cash flow in the apartment or townhome components of the Development to support increased debt or equity.Hence,the Development would not be financially feasible if the costs of development,including the Purchase Price,were higher. The total purchase price of$1,550,000 is the highest achievable price for the Property given the other development costs,the projected revenue potential,and the supportable debt and equity.The affordable housing restrictions and the development requirements imposed by the DDA results in a$1,550,000 reuse value of the Property.The Purchase Price of$1,550,000 provided for in the DDA has been established expressly in contemplation of the economics of the Development,as summarized in this reuse analysis. PURCHASE PRICE The Agreement provides for a total payment of$1,550,000 to the Agency, of which$950,000 ,. is allocated to the Apartment Site and$600,000 is allocated to the Townhome Site. The Agency is providing a land write-down in the amount of$800,000,in addition to a loan in the amount of $350,000 in the form of seller carry-back financing to BRIDGE for the Apartment Site. The loan bears no interest prior to the Certificate of Completion. Upon commencement of the interest payments,the loan will bear a 3 percent per annum interest rate, compounded annually, over the loan's 30-year term. The annual payments shall be made only to the extent that there exists surplus cash,defined as the amount gross revenue exceeds annual operating expenses(as defined in the attached DDA). The difference between the purchase price($1,550,000)and the property's value at its highest and best use($2,350,000)is directly and completely attributable to the covenants,restrictions 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 6 MAX 1,1996 and development costs imposed by the DDA in furtherance of the Agency's policy to devote a portion of the Property to affordable housing. ELIMINAT40N OF BLIGHT CONDITIONS The Pleasant Hill BART Station Area Redevelopment Plan was adopted in 1984, and amended in 1988,as a tool to implement the Pleasant Hill BART Station Area Specific Plan. The goal of both these plans was to stimulate relatively high-density commercial and residential development as a logical land use objective for the area proximate to the BART station and the 680 freeway. Although Contra Costa County adopted an Area Plan in 1975 when the BART station opened, the private sector did not redevelop the Project Area as planned.Hence,the Specific Plan was adopted to set forth allowable land uses and densities in the Project Area. The Redevelopment Plan was adopted to provide solutions to the following constraints to high-density development in the 140-acre Pleasant Hill BART Station Project Area: • Small Lots. Most of the lots in the Project Area were too small for high-density development due to setback,height,parking and minimum lot size requirements. The inability of the private sector to achieve full assemblage of key development sites would result in the Area's overall underdevelopment and,hence,inability to imple- ment the Redevelopment Plan goals. • Dilapidated Structures. The concentration of dilapidated or poorly maintained structures in the Project Area functioned as a deterrent to the area's overall redevelop- ment. • Inappropriate Street Configuration. The street configuration and rights of way dissected the Project Area in a pattern that rendered prime parcels unsuitable for assemblage or high-density development. • Lack of Infrastructure.The lack of public infrastructure required significant invest- ments to stimulate high-density development. However,the private sector could not develop financially feasible projects if required to absorb 100 percent of the significant infrastructure costs associated with developing at the desired intensities. During the past 12 years,redevelopment efforts in the Pleasant Hill BART Station Area have significantly improved the area and successfully facilitated private development at the desired intensities. As a result of the Agency's achievements in implementing the Redevelopment Plan,private developers have built approximately one million square feet of Class A office space,a 249-room Embassy Suites hotel,and more than 1,200 multifamily residential units, in addition to investing approximately $40 million in infrastructure improvements. 33433 REPORT FOR PLEASANT MILL BART STATION RESIDENTIAL SITE 7 MAY 1,1996 The Agency's efforts to convey the Property for high-density residential development will contribute to completing the Area Plan's goals for high-density development,revitalization, jobs/housing balance, and a solution to regional transportation issues. In addition, the conveyance,of the property and resultant DDA enable the Agency to satisfy a portion of the affordable housing production obligation (pursuant to Health and Safety Code Section 33413(b)) arising from its blight elimination and private sector redevelopment activities. r 1 P:\W PDOCS\PROJECTS\3369303693.R04 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 8 MAY 1,1996 EXHIBIT 1 DISPOSITION AND DEVELOPMENT AGREEMENT V On file with Clerk of the BOARD OF SUPERVISORS A 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 9 MAY 1,1996 EXHIBIT 2 LEGAL DESCRIPTION OF THE PROPERTY 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 10 MAY 1,19% LEGAL DESCRIPTION REAL PROPERTY in an unincorporated area, County of Contra Costa, State of California, described as follows: Portion of Rancho Las Juntas, described as follows: PARCEL ONE: Beginning on the.West line of the Southern Pacific Railroad Right of Way, at the southeast comer of the 3.19 acre parcel of land described as Parcel One in the Deed from George S. Bennett, et ux, to Naomi F. West, dated May 24, 1946 and recorded June 13, 1945 in Book 600 of Official Records,:at Page 427; thence from said point of beginning, South 70 20' 20" West along said West line, 100.53 feet to the northeast comer of the parcel of land described as Parcel One in the Deed from Naomi F.West to Leslie A. Connell, et ux, dated March 5, 1946 and recorded March 8, 1946 (File No. 6080); thence South 380 05' West along the North line of said Connell Parcel, 250.01 feet to the northwest comer thereof, thence North 5° 15' East, 100 feet to the southwest comer of said 3.19 acre parcel of land; thence North 880 05' East along said South line, 253.70 feet to the point of beginning. EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Lewis H. Albers, et al, recorded May 22, 1952 in Book 1936 of Official Records, at Page 372. ALSO EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Lewis H. Albers, et al, recorded August 28, 1975, in Book 7605 of Official Records, at Page 700. A.P.No.: 148-191-008 PARCEL TWO: Beginning at the West line of the right of way of the Southern Pacific Railroad Company (San Ramon Branch) distant thereon South 70 20' 20"West, 631.70 feet from the South line of the 10 acre parcel of land described in the Deed to Henry E. Bown, recorded September 14, 1909, Book 146, Deeds, Page 232; thence from said point of beginning South 70 20'20"West along the West line of said railroad right of way, 76.41 feet to the South line of the parcel of land described as Parcel One in the Deed to Naomi F.West, recorded June 13, 1945, Book 817, Official Records, Page 239; thence South 880 05' West along the South line of said West Parcel 247.20 feet to the southwest comer thereof;thence North 50 15' East along the West line of said West Parcel, 76 feet to a point which bears South 880 05' West from the point of beginning; thence North 880 05' East, 250.01 feet to the point of beginning. EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Vincent Rositano, et al., and recorded May 22, 1952, Book 1936 of Official Records, Page 372. first American Title ALSO EXCEPTING THEREFROM: The interest conveyed to the County of Contra Costa, by Deed from John H. Sutter, recorded November 3, 1977, Book 8576, Official Records, Page 307. A.P.No.: 148-191-015 PARCEL THREE: Beginning at the southeast comer of the parcel of land described in the Deed from Paul R. Glubtich, et ux, to Amer L Gregg, et ux, recorded August 18, 1945, in Book 826 of Official Records, Page 251; thence North 70 20' 20" East along the East line of said Parcel also being the west line of the right of way of the Southern Pacific Railroad (San Ramon Branch), a distance of 180.28 feet to the southeast comer of the parcel of land described in the Deed from Paul R. Glubetich, et ux, to Naomi F. West, recorded June 13, 1945, in Book 817 of Official Records, Page 239; thence South 880 05'West along the South line of said Parcel; 253.70 feet to the West line of said Gregg Parcel(826 OR 251);thence along the Vilest and South lines of said last mentioned parcel, South 50 15' West, 179.35 feet and North 580 05' East, 240.57 feet to the point of beginning. EXCEPTING THEREFROM: 1. That portion conveyed to the County of Contra Costa by Deed from Vincent Rositano, et al, recorded May 22, 1952, Book 1936, Official Records, Page 372. 2. That portion conveyed to Contra Costa County by Deed recorded November 10, 1975, Book 7680, Page 653, Official Records. A.P.No.: 148-191-010 PARCEL FOUR: Commencing on the centerline of the County Road known as Wayside Lane (formerly Sunset Lane) as described in the Deed from Virgil F. Taylor, et al, to Contra Costa County, recorded May 22, 1952, in Volume 1936 of Official Records at Page 372, at the southeast comer of the 2.84 acre parcel of.land described in the Deed to Artice S.Warner,recorded December 11, 1946 in Volume 424 of Official Records at Page 185, the point of beginning; thence from the point of beginning, along the South line of said WarnerParcel(424 O.R. 185),South 890 16 00"West 249.41 feet to the southwest comer of said Warner Parcel; thence South 50 15' 00" West 103.22 feet; thence South 840 51' 34" East 131.35 feet; thence North 870 51' 00" East 117.68 feet to the centerline of said County Road (1936 O.R. 372); thence along said centerline, North 50 15' 00" East 113.81 feet, to the point of beginning. A.P.Nos.: 148-192-004 and 005 PARCEL FIVE: Commencing at the centerline of the County Road known as Wayside Lane (formerly Sunset Lane) as described in the Deed from Virgil F. Taylor et al, to Contra Costa County, recorded May 22, 1952 in Volume 1936 of Official Records at Page 372, at the southeast comer of the 2.84 acre parcel of land described in the Deed to Artice S.Warner,recorded December 11, 1946 in Volume 424 of Official Records at Page 185; thence along said centerline, South 50 15' 00" West 113.81 feet to the point of beginning; thence from said point of beginning, South 870 51' 00"West 117.68 feet; thence North 84' 51' 34"West First American Title .. .. ... Z.,, ,. .. .•..........,.......,..•r•. ., .. , 131.35 feet; thence South 50 15' 00" West 103.78 feet to the North line of the 1.09 acre parcel of land described in the Deed to Emma May Goldworthy, et ux, recorded April 23, 1925 in Volume 505 of Deeds at Page 176; thence along said North line, North 880 05' 00" East 250.00 feet to the centerline of said County Road (1936 0.R. 372); thence along said centerline, North 50 15' 00" East 88.00 feet, to the point of beginning. A.P.No.: 148-192-006 PARCEL SIX: Commencing at the intersection of the westem line of the right of way of Southem Pacific Railroad (San Ramon Branch) with the Deed from Wallace Claris to Henry E. Brown, dated September 10, 1909 and recorded in Book 146 of Deeds, at Page 232; thence along said westem line of said right of way South 7° 20' 20"West, 883.39 feet to a point on the northem line of County Road;thence along the northem line of said road South 880 05' West, 400.57 feet; thence North 010 55' West, 189.52-feet to a point on the North line of that parcel of land described in the Deed from Job Henry West, et ux, to Jod Henry West, et ux, recorded December 19, 1938, Book 456, Official Records, Page 499, which point is the true point of beginning of this description; thence North 880 05' East along the said North line, 158.63 feet to a point on the westem line of that parcel of land described in the Deed from J.H. West, et al to the County of Contra Costa, recorded May 22, 1952, Book 1936, Official Records, Page 372; thence running along the westerly line of the said County of Contra Costa Parcel, South 50 15'West, 11.66 feet; North 880 05' East. 5.04 feet and South 50 15'West,79.05 feet; thence leaving said westerly line South 880 05'West, 152.35 feet to a point bearing South 01° 55' East, from the true point of beginning; thence North 01° 55' West, 90.00 feet to the true point of beginning. EXCEPTING THEREFROM: That portion conveyed to Contra Costa County, by Deed recorded July 28, 1961, Book 3919, Official Records, Page 258. A.P.No.: 148-192-008 PARCEL SEVEN: Commencing at the intersection of the westem line of the right of way of the Southem Pacific Railroad (San Ramon Branch)with the southem boundary line of the ten acre parcel of land described in the Deed to Henry E. Brown, recorded in Book 146, Deeds, Page 232; thence along said westem line of said right of way South 70 20' 20" West, 888.39 feet to a point of the northem line of County Road known as Las Juntas Way;as said Road existed in January 1960;thence along the northern line of said Road South 880 05'West, 400.67 feet to the true point of beginning of this description; thence North 01° 55' West, 189.52 feet to a point on the North line of that parcel of land described in the Deed to Job Henry West, et ux, recorded December 19, 1938, Book 486, Official Records, Page 499; thence running along the exterior lines of said West Parcel, South 881* 05'West, 66.17 feet and South 50 15' West, 191.01 feet to a point on the northem line of said County Road; thence North 880 05' East, along said northem line, 90.00 feet to the true point of beginning. Rrst American Title M EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed recorded July 28,. 1961, Book 3919, Page 258, Official Records. A.P.No.: 148-192-009 PARCEL EIGHT: Beginning at the southeast comer of the parcel of land described in the Deed from Frank M. Lentz, et ux, to Ralph L Sutherland, et ux, recorded October 13, 1961, in Book 3972 of Official Records, at Page 403; thence from said point of beginning, North 010 55' West, along the East line of said Sutherland Parcel (3972 OR 403), 99.52 feet to the southwest comer of the parcel of land described in the Deed from Evelyn B. Lentz, et vir, to John S. Storkerson, et ux, recorded August 13, 1962, in Book 4180 of Official Records, at Page 412, thence North 880 05' East, along the South line of said Storkersen Parcel (4180 OR 412), 152.35 feet to the West line of the parcel of land described in the Deed from J.H. West, et al, to Contra Costa County, recorded May 22, 1952, in Book 1936 of Official Records, at Page 372; thence along said West line South 50 15' West 82.62 feet and southeasterly along the arc of a tangent curve to the right having a radius of 20.00 feet, an arc distance of 28.91 feet to the South line of the parcel of land described in the Deed from Ethel M. West to Frank M. Lentz, et ux, recorded November 14, 1960, in Book 3742 of Official Records, at Page 547; thence South 880 05'West, along said South line, 122.20 feet to the point of beginning. EXCEPTING THEREFROM: The parcel of land described in the Deed from Frank M. Lentz, et ux, to Contra Costa County, recorded June 28, 1961, in Book 3919 of Official Records, Page 258. A.P.No.: 148-192-010 PARCEL NINE: A portion of Wayside Lane as described in the Deed from Lewis H.Albers, et al., to Contra Costa County, ,. recorded May 22, 1952, in Book 1936 of Official Records at Page 372, records of Contra Costa County, State of California, described as follows: Beginning at the southwesterly comer of that parcel of land vacated by Deed October 11, 1983, in Book 11488 of Official Records at Page 186, Records of Contra Costa County; thence from said point of beginning along the southerly line of said Parcel(11488 OR 186)North 890 16' 00" East 50.27 feet to the southeasterly comer of said Parcel (11488 OR 186); thence along the East line of Wayside Lane the following three courses, South 50 15' 00" West 212.95 feet; South 880 05' 00"West 5.04'feet; South 50 15' 00" West 156.68 feet; thence southeasterly along a tangent curve, concave to the northeast, having a radius of 20.00 feet, through a central angle of 970 10' 00" an arc distance of 33.92 feet, to a point of cusp; being a point on the northerly right-of-way line of Las Juntas Way; thence along said northerly line South 880 05' 00" West 42.74 feet; thence North 50 15' 00" East 10.08 feet; thence South 880 05' 00" West 42.89 feet to a point on the northerly line of Las Juntas Way also being a point of cusp with a tangent curve concave to the northwest, having a radius of 20.00 feet; thence northerly along said curve through a central angle of 820 50' 00"; an arc distance of 28.91 feet; thence along the westerly line of Wayside Lane North 50 15' 00" East 365.63 feet to the point of beginning. First American Title sp,� NOTICE 1 Section 12413.1 of the California Insurance Code,effective January 1,11390,requires that any title Insurance company,underarden title company, or controlled escrow company handling funds in an escrow or sub-escrow capacity, wait a specified number of days atter depositingtinds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposiL In the case of cashier's checks or certified checks, funds may be disbursed the next day atter deposit. In order to avoid unnecessary delays of three to seven days,or more,please use wire transfer, cashiers checks. or certified checks whenever possible. If you have any questions about the effect of this new law, please contact your tical Fust American office for more details. NOTICE II As of January 1,1991, if the transaction which is the subject of this report will be a sale,you,as a party to the transaction, may have certain tau reporting and withholding obligations pursuant to the state taw referred to below: In accordance with Sections 18652 and 18668 of the Revenue and Taxation Code,a buyer may be required to withhold an amount equal to three and one-third percent of the sales price In the case of the disposition of Cafdomia real property interest by either. 1. Asalter who is an individual with a last known street address outside of California orwhen the disbursement instructions authorize the proceeds be sent to a financial intermediary of the seller, OR 2. A corporate seller which has no permanent place of business in California. The buyer may become subject to penalty for failure to withhold an amount equal to the lesser of 10 percent of the amount required to be withheld or five hundred dollars (3500). However, notwithstanding arty other provision included In the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for failure to withhold If: 1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars (100,000). OR 2. The seller executes a written certificate, under the penalty of perjury, certifying that the seller Is a resident of California, or If a corporation, has a permanent place of business in California, OR 3. The sailer,who is an individual, executes a written certificate, under the penalty of perjury,that the California real property being conveyed is the seller's principal residence (as defined In Section 1034 of the internal Revenue Code). The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement The Califomia statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis. The parties to this transaction should seek an adomey's, accountant's, or other tax specialists opinion concerning the effect of this ' law on this transaction and should not act on any statements made or omitted by the escrow or dosing officer:. THE SEI I ER MAY REQUEST A WAIVER BY CONTACTING: Franchise Tax Board Withhold at Source Una P.O. Box 651 Sacramento, CA 95812-0651 (916) 8454900 RANCHO LAS . JUNTAS IO NOT -E THIS MRP MAY OR MAY N• T BE SURVEY OF Tf- - LAND DEPICTED HEREON. IT IS T TO I-= RELIE -� UPON FOR ANY PURPOSE ETHER Nti�! O�IEi�TIfV ONE'S SELF AS .O THE LcicRAL `SCAT{O1I OF TF o! PARCEL OR PAR LS OF 1!`s ErR.ES• . FIRST-iM::=ERICA r1 4;1 I t '0`' 5��'75. TITLE COMPAN`r ASSUtv1ES NO�IE,�{.aBILIT;'FOR LOS OR DAMAGE RESULTING FRAM f? t.IANCE THEREPE 2C TRACT 6345 M8. 274-12 llooll 10-24-83 4-124 ACAc. 46 S h > d = a 18 11 192 ,� 4 �. sr °� ••�� SEE 148/180/04: xcceS S-FOR THIS PTN 0 parce-t � r� ��j � • wr � :k a��, OYte„ f• T SaT w � •-� V c Ob Pare �� pancri c �t'Ve Tom° 15 i 408 K V3 p 't4A M2, , h �1 3.t► /O e� � a - � vc 1d 4Z." ' sr• ,a�.ss 4i' LAS JUNTAS WAY17 2 — M;i w EXHIBIT 3 PLEASANT HILL BART STATION RESIDENTIAL SITE APARTMENT DEVELOPMENT COSTS Development Bddget,SUmmary Description Amount per Unit per NSF per GSF Acquisition& Related $950,000 $11,047 $12.29 $11.49 Land Costs $7,500 $87 $0.10 $0.09 Construction: Building $6,613,303 $76,899 $85.53 $79.98 Construction: Site $544,314 $6,329 $7.04 $6.58 Construction: Off-Site Costs $50,000 $581 $0.65 $0.60 Furnishings&Equipment $55,000 $640 $0.71 $0.67 Municipal&Utility Fees $1,105,154 $12,851 $14.29 $13.36 Architecture/Engineering $454,324 $5,283 $5.88 $5.49 Marketing&Rent-Up/Vacancy $80,000 $930 $1.03 $0.97 Contingencies $532,457 $6,191 ' $6.89 $6.44 Reserves $200,000 $2,326 $2.59 $2.42 Legal $85,500 $994 $1.11 $1.03 Taxes& Insurance $64,567 $751 $0.84 $0.78 Title& Audit $45,500 $529 $0.59 $0.55 Appraisal $15,000 $174 $0.19 $0.18 Predevelopment Interest $18,525 $215 $0.24 $0.22 Construction Financing $250,341 $2,911 $3.24 $3.03 Deferred Constr. Interest $69,000 $802 $0.89 $0.83 Syndication Costs $127,421 $1,482 $1.65 $1.54 r Permanent Loan Fees $10,000 $116 $0.13 $0.12 Developer FeelAdmin Costs $515,000 $5,988 $6.66 $6.23 TOTAL DEVELOPMENT COSTS $11,792,905 $137,127 $152.51 $142.61 a Notes: Sources:BRIDGE Housing Corporation;and Sedway Kotin Mouchly Group, D:\TEMPLATE.WK4\(VJMI 24-Apr-96 EXHIBIT 4 w PLEASANT HILL BART STATION RESIDENTIAL SITE TOWNHOME DEVELOPMENT COSTS Development Costsf, c : Cn MR Project Total Per Unit Per Sq. Ft. Land Value $600,000 $11,111 $11.45 Closing Costs $50.000 $926 $0.95 Subtotal $650,000 $12,037 $12.40 Hard Costs Unit Construction $65.00 $3,406,000 $63,074 $65.00 Common Areas $5.00 $262,000 $4,852 $5.00 Architect/Engineer $300,000 $5,556 $5:73. Permits/Fees $810.000 $15.000 $15:46' Subtotal $4,778,000 $88,481 $91.18 Finance Loan Fees 2.00% $131,340 $2,432 $2.51 Interest 11.00% .$324.923 $6.017 Subtotal $456,263 $8,449 $8.71 Sales & Marketino Models/Sales Office $125,000 $2,315 $2.39 Advertising $175,000 $3,241 $3.34 Sales Commissions 2.000/6- $173.500 $3.213 Subtotal $473,500 $8,769 Soft Costs Insurance/Bonds $76,500 $1,417 $1.46 Legal; DRE $50,000 $926 $0.95 Escrow; Incentives $2,000 $108,000 $2,000 $2.06_ HOA $17,850 $331 $0.34_= Property Taxes $20,000 $370 $0.38 Overhead $450,000 $8,333 $8.59 Warranty $3,000 $162.000 $3.000 $3.09 Subtotal $884,350 $16,377 $16.88 Contingency 50% $351.000 $6.500 TOTAL DEVELOPMENT COSTS $7,593,113 $140,613 $144.91 24-Apr-96 w co rn C CL Q v Q 5� Q N u 69 � ZS � o o 00`0800 t- � 0a r C .. citO O O O� 00 ri oo O o0 kn 4n Men en �6q 6 4 664 en fO a b/f 6R r" tka O 'p 6q .0 w F- J Q F-fn wz C %DOOO OOO 4q C) �D O O 64 0 0 0 O O p wo " } z0 � � � � � o 0 C) M M 069 O p ')O w 00 Q C 69 69 6R .. Wal aZ $ o�w O Q M 6MIL 9 C 0 Z Q C Y � m Q a pq 0 U o Cd a o. Cd .� cis o O v EL O .0 p,O x .g •� C/1 a Z 13 .c > z~ w A (3 d Oj ° o w agm a U w 0 i 056 �•t � • V • N Mt r •„� o� p - 3 00 v'► d � �r-► o 0 ul ` ^ 2 T...- Cn '� ,000 G, .� U1 ilr- d .. lo-tull V t o V4- V N cn ✓� c N-� 3 o ar 0 .� N EXHIBIT 7 PLEASANT HILL BART STATION RESIDENTIAL SITE APARTMENT RENTAL SUMMARY AND OPERATING EXPENSE w Un1tM1x and Rents , J , Unit Mix Med. Inc. Qty. s.0 Mo.Rent Studio 270/a 0 500 $214 Studio 37% 0 500 $306 Studio 45% 0 500 S379 Studio Section 8 0 500 $505 Studio 32% 0 500 5260 1 Bedroom 27% 10 625 S240 1 Bedroom 37% 6 625 $344 1 Bedroom 45% 4 625 $427 1 Bedroom Section 8 2 625 5602 1 Bedroom 32% 5 625 $292 2 Bedroom 27% 9 900 $287 2 Bedroom 37% 7 900 5411 2 Bedroom 45% 6 900 $511 2 Bedroom Section 8 2 900 $754 2 Bedroom 32% 6 900 5349 3 Bedroom 27% 8 1,130 $328 3 Bedroom 37% 6 1,130 $472 3 Bedroom 45% 5 1,160 5587 3 Bedroom Section 8 1 1,130 $1,041 3 Bedroom 32% 5 1,130 5400 4 Bedroom 27% 0 1,300 $364 w 4 Bedroom 37% 4 1,300 $525 4 Bedroom 45% 0 1,300 $653 4 Bedroom . Section 8 0 1,300 $1,249 4 Bedroom 32% 0 1,300 S444 Total Annual Gross Rents 86 5413,950 check 86 Annual Operating Expense Per Unit: $3,300 Notes: Sources: BRIDGE Housing Corporation; and Sedway Kotin Mouchly Group. 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SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY CODE on the DISPOSITION AND DEVELOPMENT AGREEMENT by and between CONTRA COSTA COUNTY REDEVELOPMENT AGENCY and BRIDGE HOUSING CORPORATION, AND THE MARTIN GROUP/HOLLIDAY DEVELOPMENT for COGGINS SQUARE HOUSING DEVELOPMENT Prepared for: ,- CONTRA COSTA COUNTY REDEVELOPMENT AGENCY Prepared by: SEDWAY KOTIN MOUCHLY GROUP MAY 1,1996 • SUMMARY REPORT(S33433) DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, BRIDGE HOUSING DEVELOPMENT CORPORATION AND THE MARTIN GROUP/HOLLIDAY DEVELOPMENT INTRODUCTION The purpose of this report with respect to the disposition and development agreement (DDA)which provides for the conveyance of the property(Property)by the Contra Costa County Redevelopment Agency(the Agency)to BRIDGE Housing Corporation(BRIDGE) and the Martin Group/Holliday Development(Martin/Holliday) is to describe the cost of the Agreement to the Agency, the purchase price paid by BRIDGE and Martin/Holliday (Developers), and the value of the property conveyed. This report must be available for public inspection in accordance with Health and Safety Code Section 33433,along with a copy of the DDA. PROPOSED SALE OF PROPERTY A copy of the DDA between the Agency and the Developers is attached to this report(see Exhibit 1).A summary of salient issues in the DDA follows. Property to be Conveyed The subject property (Property), also known as Area 4, is an approximately 3.7-acre site located at the northwest corner of the intersection of Las Juntas Way and Coggins Drive, north of the Pleasant Hill BART Station in the unincorporated area of Contra Costa County. The Property is designated for high-density multifamily housing by the Pleasant Hill BART Station Area Specific Plan (adopted 1983) and the Pleasant Hill BART Station Area Redevelopment Plan (adopted 1984). The Property, currently vacant, is owned by the Agency. The legal description of the property, comprised of nine assembled parcels, is provided in Exhibit 2. Proposed Development The proposed development(Development)consists of a townhome component(Townhome Site) and an apartment component (Apartment Site). The 54-unit Townhome Site will be developed by Martin/Holliday.The 86-unit Apartment Site,to be developed by BRIDGE,will 33433 REPORT FOR PLEASANT HILI.BART STATION RESIDENTIAL SITE 1 MAY 1,1996 include 42 units reserved for very low-income households and 44 units reserved for low-and moderate-income households.All residents of the two developments will have access to the project's amenities,which include a clubhouse/community facility,swimming pool,and a children's playground. Developer Responsibilities The Developers are obligated to accept conveyance of the development site and to construct the proposed Development in accordance with the schedule of performance contained within the Agreement.The Developers'primary responsibilities under the DDA include: 1. Prepare construction plans, schematic design plans, and obtain all necessary governmental approvals for the development and operation of the Development. 2. Obtain debt and equity funds which, when combined with the Agency's financial assistance, are sufficient to pay all costs of the Development. Specifically, BRIDGE shall submit a timely and complete application to the California Tax Credit Allocation Committee(ICAC). 3. Agree to residential use consistent with the Agency Documents,the Final Develop- ment Plan and the Approved Construction Plans for the entire term. 4. Ensure at least 42 units in the Apartment Site are available for occupancy at affordable rents to very low-income households. 5. Maintain the development as to both external and internal appearance of the units, common area,and the open spaces. 6 Pay all real and personal property taxes,assessments,and charges. 7. BRIDGE shall repay the Acquisition Loan provided by the Agency from"surplus cash" at a rate of 3 percent per annum,compounded annually,for 30 years.The Acquisition Loan shall bear no interest prior to the Certificate of Completion issued by the County. Surplus Cash is defined as the amount by which gross revenue exceeds annual operating expenses. Agency Responsibilities The Agency responsibilities under the agreement are as follows: 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 2 MAY 1,1996 1. Upon satisfaction by the Developers of certain conditions set forth in the DDA,sale of the property to the Developers for$1,550,000,of which$950,000 is allocated to the Apartment Site and$600,000 is allocated to the Townhome Site. 2. Provide an acquisition loan to BRIDGE for$350,000. 3. Provide Certificates of Completion to the Developers promptly after completion of each of the Apartment Site and Townhome Site improvements. The cost to the Agency of performing its obligations under the DDA is detailed below. COST OF THE AGREEMENT TO THE AGENCY The estimated costs of the DDA to the Agency are listed and described below: Land Acquisition $4,496,861 Relocation 66,087 Closing Costs 6,835 Acquisition Loan Interest and Fees 605,104 Total Agency Cost $5,174,887 Less Purchase Price from Developers $1,550,000 Net Agency Cost $3,624,887 Land Acquisition Cost The Contra Costa Redevelopment Agency assembled and purchased the Property for $4,496,861. Relocation The relocation cost associated with the Property conveyance is$66,007. Site Preparation The Agency paid$15,500 for site preparation and fencing of the Property. 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 3 MAY 1,1996 Interest on Acquisition Loans The Agency borrowed $1,200,000 to acquire the Property. The paid fees and interest associated Wath this loan totals$605,104. In addition,the Agency will loan BRIDGE$350,000 for acquisition of the Apartment Site.The Agency borrowed the loan funds from Contra Costa County and is not accruing interest on the loan from the County,and hence is not considered a cost to the Agency. The Agency primarily utilized tax increment revenue to pay these acquisition costs. In addition, the Agency will earn new annual tax increment revenues as a result of the completion of the Development. THE ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED OR LEASED DETERMINED AT THE HIGHEST AND BEST USES PERMITTED UNDER THE PLAN The highest and best use of property is commonly considered to be that use which is physically possible,legally permissible,financially feasible,and maximally productive. The Property is currently zoned P-1,Planned District,under the jurisdiction of Contra Costa County. The Pleasant Hill BART Station Area Redevelopment Plan (adopted in 1984) provides the regulations,conditions,and programs regarding development of the Property. The Property's Specific Plan land use designation is for high-density multifamily residential development at a minimum of 35 units per acre. The property's highest and best use as high-density multifamily residential units yields a value of$2,350,000. This figure was determined by an appraisal conducted by Rolan H. Burchard Associates in May 1993 and reviewed by Sedway Kotin Mouchly Group in April 1995. ESTIMATED REUSE VALUE OF THE PROPERTY TO BE CONVEYED The following analysis indicates the supportable land value,or reuse value of the Property, based on the development costs of the apartment and townhome components of the project, projected revenue and costs, and obtainable debt and equity funds resulting from the project's income generating potential. This analysis concludes that the supportable reuse value of the Property is$1,550,000. Costs of Development Exhibits 3 and 4 provide a list of the projected development costs,totaling$11,792,905 for the Apartment Site and$7,593,113 for the Townhome Site.Exhibits 3 and 4 include the acquisi- 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 4 MAY 1,1996 tion cost of$950,000 for the Apartment Site and $600,000 for the Townhome Site, totaling $1,550,000 for the Property. Funding Sources Exhibit 5 provides the anticipated sources of debt and equity to cover the development costs. As listed in Exhibit 5, the Apartment sources of funds includes conventional loans of $3,340,026 for construction and$350,000 for permanent loan; an Agency loan in the amount of $350,000 provided for in the DDA and described herein; County HOME loan in the amount of$1,950,000 in addition to funds from deferred HOMF,/Community Development Block Grant interest; a Bridge Loan from the County totaling $5,000,000; an Affordable Housing Program grant from the Federal Home Loan Bank totaling$258,000; developer equity of$83,681;$8,368,070 of investor equity from the syndication of low income tax credits; and $300,000 from other fundraising activities. Exhibit 6 summarizes the basis for deter- mining the maximum amount of tax credit equity achievable for the project The various loan amounts are a function of the Apartment Site's anticipated operating income,which defines the debt service coverage capacity. The total development costs exceed the available financing by$64,155 for the Apartment Site. The Townhome Site will be conventionally financed through an interim construction loan totaling approximately 75 percent of the project's value.Based on current financing require- ments of conventional lenders, the project will be phased in two development blocks in which financing for the second block will only be available after sales objectives of the initial phase are achieved. The debt and equity of the Townhome Site will match the project development costs of$7,593,113. Operating Income and Revenue Projections The Development's scheduled revenue and operating costs provides the basis for deter- mining the level of supportable debt.Exhibits 7 and 8 provide the scheduled gross rents and anticipated sales prices of the apartment and townhome components,respectively. Apartment Site. Exhibit 7 shows the anticipated annual income to be generated by the Development based on the affordable housing requirements set forth in the DDA and the per unit operating expense. The scheduled rents are significantly lower than achievable market rents based on a market study prepared by Sedway Kotin Mouchly Group. Hence, the total annual gross rents from the Apartment Site is only $413,950 and the per unit operating expense is$3,300. Exhibit 8 provides a pro forma for the Apartment Site over a 30-year period. The total annual rental income,excluding the Section 8 rents,is inflated at 3 percent annually.The Section 8 rent,totaling$45,035 in year one,is inflated at 1 percent annually.The operating expenses 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 5 MAY 1,1996 are inflated at 4 percent annually. The gross potential income less vacancy and collection losses and operating expenses provides the net operating income (NOI). As indicated in Exhibit 8,all of the net"surplus" cash will be used for repayment of the Agency and County loan. The surplus cash is calculated from NOI less the project's debt service, replacement reserves,and tax credit partnership management fee.After loan payments are made to the Agency and County,there is no additional cash flow generated by the development. Hence, there is no cash flow available to provide a cash return to the$8.4 million of tax credit equity. The only financial benefit for the tax credit equity investors is the tax credit advantages. Townhome Site. The sales revenue projected for the townhomes, totaling $8,756,000, is provided in Exhibit 9.The total townhome anticipated revenue less the development costs of$7,593,113 provides a developer profit of$1,162,887,or a 15.3 percent return on cost.This level of developer profit is standard in the residential development industry and accounts for the risks associated with real estate development activity. Reuse Value Conclusion As stated above,there is no additional cash flow in the apartment or townhome components of the Development to support increased debt or equity.Hence,the Development would not be financially feasible if the costs of development,including the Purchase Price,were higher. The total purchase price of$1,550,000 is the highest achievable price for the Property given the other development costs,the projected revenue potential,and the supportable debt and equity.The affordable housing restrictions and the development requirements imposed by the DDA results in a$1,550,000 reuse value of the Property.The Purchase Price of$1,550,000 provided for in the DDA has been established expressly in contemplation of the economics of the Development,as summarized in this reuse analysis. PURCHASE PRICE The Agreement provides for a total payment of$1,550,000 to the Agency,of which$950,000 is allocated to the Apartment Site and$600,000 is allocated to the Townhome Site. The Agency is providing a land write-down in the amount of$800,000,in addition to a loan in the amount of $350,000 in the form of seller carry-back financing to BRIDGE for the Apartment Site. The loan bears no interest prior to the Certificate of Completion. Upon commencement of the interest payments,the loan will bear a 3 percent per annum interest rate, compounded annually, over the loan's 30-year term. The annual payments shall be made only to the extent that there exists surplus cash,defined as the amount gross revenue exceeds annual operating expenses(as defined in the attached DDA). The difference between the purchase price($1,550,000)and the property's value at its highest and best use($2,350,000)is directly and completely attributable to the covenants,restrictions 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 6 MAY 1,1996 and development costs imposed by the DDA in furtherance of the Agency's policy to devote a portion of the Property to affordable housing. ELIMINATJON OF BLIGHT CONDITIONS The Pleasant Hill BART Station Area Redevelopment Plan was adopted in 1984, and amended in 1988,as a tool to implement the Pleasant Hill BART Station Area Specific Plan. The goal of both these plans was to stimulate relatively high-density commercial and residential development as a logical land use objective for the area proximate to the BART station and the 680 freeway.Although Contra Costa County adopted an Area Plan in 1975 when the BART station opened, the private sector did not redevelop the Project Area as planned.Hence,the Specific Plan was adopted to set forth allowable land uses and densities in the Project Area. The Redevelopment Plan was adopted to provide solutions to the following constraints to high-density development in the 140-acre Pleasant Hill BART Station Project Area: i • Small Lots. Most of the lots in the Project Area were too small for High-density development due to setback,height,parking and minimum lot size requirements.The inability of the private sector to achieve full assemblage of key development sites would result in the Area's overall underdevelopment and,hence,inability to imple- ment the Redevelopment Plan goals. • Dilapidated Structures. The concentration of dilapidated or poorly maintained structures in the Project Area functioned as a deterrent to the area's overall redevelop-. ment. • Inappropriate Street Configuration. The street configuration and rights of way dissected the Project Area in a pattern that rendered prime parcels unsuitable for assemblage or high-density development. • Lack of Infrastructure.The lack of public infrastructure required significant invest- ments to stimulate high-density development.However,the private sector could not develop financially feasible projects if required to absorb 100 percent of the significant infrastructure costs associated with developing at the desired intensities. During the past 12 years,redevelopment efforts in the Pleasant Hill BART Station Area have significantly improved the area and successfully facilitated private development at the desired intensities. As a result of the Agency's achievements in implementing the Redevelopment Plan,private developers have built approximately one million square feet of Class A office space,a 249-room Embassy Suites hotel,and more than 1,200 multifamily residential units, in addition to investing approximately $40 million in infrastructure improvements. 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 7 MAY 1,1996 The Agency's efforts to convey the Property for high-density residential development will contribute to completing the Area Plan's goals for high-density development,revitalization, jobs/housing balance, and a solution to regional transportation issues. In addition, the conveyance of the property and resultant DDA enable the Agency to satisfy a portion of the affordable housing production obligation (pursuant to Health and Safety Code Section 33413(b)) arising from its blight elimination and private sector redevelopment activities. F',WPDOCSIPROJECfS'a369333W3R04 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 8 MAY 1,1996 EXHIBIT 1 DISPOSITION AND DEVELOPMENT AGREEMENT r On file with Clerk of the BOARD OF SUPERVISORS 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 9 MAY 1,1996 sp`f EXHIBIT 2 LEGAL DESCRIPTION OF THE PROPERTY 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 10 MAY 1,1996 LEGAL DESCRIPTION REAL PROPERTY in an unincorporated area, County of Contra Costa, State of California, described as follows: Portion of Rancho Las Juntas, described as follows: PARCEL ONE: Beginning on the.West line of the Southern Pacific Railroad Right of Way, at the southeast comer of the 3.19 acre parcel of land described as Parcel One in the Deed from George S. Bennett, et WC, to Naomi F. West, dated May 24, 1946 and recorded June 13, 1945 in Book 600 of Official Records,:at Page 427; thence from said point of beginning, South 70 20' 20" West along said West line, 100.53 feet to the northeast comer of the parcel of land described as Parcel One in the Deed from Naomi F.West to Leslie A. Connell, et ux, dated March 5, 1946 and recorded March 8, 1946 (File No. 6080); thence South 380 05' West along the North line of said Connell Parcel, 250.01 feet to the northwest comer thereof; thence North 512 15' East, 100 feet to the southwest comer of said 3.19 acre parcel of land;thence North 88' 05' East along said South line, 253.70 feet to the point of beginning. EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Lewis H. Albers, et al, recorded May 22, 1952 in Book 1936 of Official Records, at Page 372. ALSO EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Lewis H. Albers, et al, recorded August 28, 1975, in Book 7605 of Official Records, at Page 700. A.P.No.: 148-191-008 PARCEL TWO: Beginning at the West line of the right of way of the Southern Pacific Railroad Company (San Ramon Branch) distant thereon South 70 20' 20"West,631.70 feet from the South line of the 10 acre parcel of land described in the Deed to Henry E. Bown, recorded September 14, 1909, Book 146, Deeds, Page 232; thence from said point of beginning South 70 20'20N West along the West line of said railroad right of way, 76.41 feet to the South line of the parcel of land described as Parcel One in the Deed to Naomi F.West, recorded June 13, 1945, Book 817, Official Records, Page 239; thence South 880 05' West along the South line of said West Parcel 247.20 feet to the southwest comer thereof;thence North 50 15'East along the West line of said West Parcel, 76 feet to a point which bears South 880 05' West from the point of beginning; thence North 880 05' East, 250.01 feet to the point of beginning. EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Vincent Rositano, et al., and recorded May 22, 1952, Book 1936 of Official Records, Page 372 Fust American Title ALSO EXCEfrING THEREFROM: The interest conveyed to the County of Contra Costa, by Deed from John H. Sutter, recorded November 3, 1977, Book 8576, Official Records, Page 307. A.P.No.: 148-191-015 PARCEL THREE: Beginning at the southeast comer of the parcel of land described in the Deed from Paul R. Giubtich, et ux, to Amer L Gregg,et ux, recorded August 18, 1945,in Book 826 of Official Records, Page 251;thence North 70 20' 20" East along the East line of said Parcel also being the west line of the right of way of the Southern Pacific Railroad (San Ramon Branch), a distance of 180.28 feet to the southeast comer of the parcel of land described in the Deed from Paul R. Glubetich, et wx to Naomi F.West, recorded June 13, 1945, in Book 817 of Official Records, Page 239; thence South 880 05'West along the South line of said Parcel; 253.70 feet to the West line of said Gregg Parcel(826 OR 251);thence along the West and South lines of said last mentioned parcel, South 50 15' West, 179.35 feet and North 580 05' East, 240.57 feet to the point of beginning. EXCEPTING THEREFROM: 1. That portion conveyed to the County of Contra Costa by Deed from Vincent Rositano, et al, recorded May 22, 1952, Book 1936, Official Records, Page 372. 2. That portion conveyed to Contra Costa County by Deed recorded November 10, 1975, Book 7680, Page 653, Official Records. A.P.No.: 148-191-010 PARCEL FOUR: Commencing on the centerline of the County Road known as Wayside Lane (formerly Sunset Lane) as described in the Deed from Virgil F. Taylor, et al, to Contra Costa County, recorded May 22, 1952, in , Volume 1936 of Official Records at Page 372, at the southeast comer of the 2.84 acre,parcel of.land described in the Deed to Artice S.Warner,recorded December 11, 1946 in Volume 424 of Official Records at Page 185, the point of beginning; thence from the point of beginning, along the South tine of said Warner Parcel(424 O.R. 185), South 890 16'00"West 249.41 feet to the southwest comer of said Warner Parcel; thence South 5° 15 00" West 103.22 feet; thence South 8411 51' 34" East 131.35 feet; thence North 870 51' 00" East 117.68 feet to the centerline of said County Road (1936 O.R. 372); thence along said centerline, North 50 15' 00" East 113.81 feet, to the point of beginning. A.P.Nos.: 148-192-004 and 005 PARCEL FIVE: Commencing at the centerline of the County Road known as Wayside Lane (formerly Sunset Lane) as described in the Deed from Virgil F. Taylor et al, to Contra Costa County, recorded May 22, 1952 in Volume 1936 of Official Records at Page 372, at the southeast comer of the 2.84 acre parcel of land described in the Deed to Artice S.Warner, recorded December 11, 1946 in Volume 424 of Official Records at Page 185; thence along said centerline, South 50 15' 00"West 113.81 feet to the point of beginning; thence from said point of beginning, South 870 51' 00"West 117.68 feet; thence North 84' 51' 34"West Pirst American Title soj�f 131.35 feet; thence South 50 15' 00" West 103.78 feet to the North line of the 1.09 acre parcel of land described in the Deed to Emma May Goldworthy, et ux, recorded April 23, 1925 in Volume 505 of Deeds at Page 176; thence along said North line, North 880 05' 00" East 250.00 feet to the centerline of said County Road (1936 O.R. 372); thence along said centerline, North 50 15'00"East 88.00 feet, to the point of beginning. A P.No.: 148-192-006 PARCEL SIX: Commencing at the intersection of the western line of the right of way of Southern Pacific Railroad (San Ramon Branch) with the Deed from Wallace Clark to Henry E. Brown, dated September 10, 1909 and recorded in Book 146 of Deeds, at Page 232; thence along said western line of said right of way South 70 20'20"West, 883.39 feet to a point on the northern line of County Road; thence along the northern line of said road South 880 05' West, 400.57 feet; thence North 010 55' West, 189.52-feet to a point on the North line of that parcel of land described in the Deed from Job Henry West, et ux, to Job-Henry West, et ux, recorded December 19, 1938, Book 456, Official Records, Page 499, which point is the true point of beginning of this description; thence North 8811 05' East along the said North line, 158.63 feet to a point on the western line of that parcel of land described in the Deed from J.H. West, et al to the County of Contra Costa, recorded May 22, 1952, Book 1936, Official Records, Page 372; thence running along the westerly line of the said County of Contra Costa Parcel, South 50 15'West, 11.66 feet; North 880 05' East, 5.04 feet and South 50 15'West,79.05 feet;thence leaving said westerly line South 880 05'West, 152.35 feet to a point bearing South 010 55' East, from the true point of beginning; thence North 010 55' West, 90.00 feet to the true point of beginning. EXCEPTING THEREFROM: That portion conveyed to Contra Costa County, by Deed recorded July 28, 1961, Book 3919, Official Records, Page 258. A.P.No.: 148-192-008 PARCEL SEVEN: 3- Commencing at the intersection of the western line of the right of way of the Southern Pacific Railroad (San Ramon Branch)with the southern boundary line of the ten acre parcel of land described in the Deed to Henry E. Brown, recorded in Book 146, Deeds, Page 232; thence along said western line of said right of way South 70 20' 20"West, 888.39 feet to a point of the northern line of County Road known as Las Juntas Way; as said Road existed in January 1960;thence along the northern line of said Road South 880 05'West,400.67 feet to the true point of beginning of this description; thence North 01° 55'West, 189.52 feet to a point on the North line of that parcel of land described in the Deed to Job Henry West, et ux, recorded December 19, 1938, Book 486, Official Records, Page 499; thence running along the exterior lines of said West Parcel, South 880 05' West, 66.17 feet and South 50 15' West, 191.01 feet to a point on the northern line of said County Road; thence North 880 05' East, along said northern line, 90.00 feet to the true point of beginning. Frst American Title EXCEPTINGy THEREFROM: The interest conveyed to Contra Costa County by Deed recorded July 28, 1961, Book 3919, Page 258, Official Records. A.P.No.: 148-192-009 PARCEL EIGHT: Beginning at the southeast comer of the parcel of land described in the Deed from Frank M. Lentz, et ux, to Ralph L Sutherland, et ux, recorded October 13, 1961,in Book 3972 of Official Records, at Page 403; thence from said point of beginning, North 0110 55' West, along the East line of said Sutherland Parcel (3972 OR 403), 99.52 feet to the southwest comer of the parcel of land described in the Deed from Evelyn B. Lentz, et vir, to John S. Storkerson, et ux, recorded August 13, 1962, in Book 4180 of Official Records, at Page 412, thence North 880 05' East, along the South line of said Storkersen Parcel (4180 OR 412), 152.35 feet to the West line of the parcel of land described in the Deed from J.H. West, et al, to Contra Costa County, recorded May 22, 1952, in Book 1936 of Official Records, at Page 372; thence along said West line South 50 15' West 82.62 feet and southeasterly along the arc of a tangent curve to the right having a radius of 20.00 feet, an arc distance of 28.91 feet to the South line of the parcel of land described in the Deed from Ethel M. West to Frank M. Lentz, et wx recorded November 14, 1960, in Book 3742 of Official Records, at Page 547; thence South 880 05'West, along said South line, 122.20 feet to the point of beginning. EXCEPTING THEREFROM: The parcel of land described in the Deed from Frank M. Lentz, et ux, to Contra Costa County, recorded June 28, 1961, in Book 3919 of Official Records, Page 258. A.P.No.: 148-192-010 PARCEL NINE: A portion of Wayside Lane as described in the Deed from Lewis H.Albers, et al., to Contra Costa County, recorded May 22, 1952, in Book 1936 of Official Records at Page 372, records of Contra Costa County, State of Cal'rfomia, described as follows: Beginning at the southwesterly comer of that,parcel of land vacated by Deed October 11, 1983, in Book 11488 of Official Records at Page 186, Records of Contra Costa County; thence from said point of beginning along the southerly line of said Parcel(11488 OR 186)North 89" 16' 00"East 50.27 feet to the southeasterly comer of said Parcel (11488 OR 186); thence along the East line of Wayside Lane the following three courses, South 5° 15' 00" West 212.95 feet; South 880 05' 00"West 5.04 feet; South 50 15' 00" West 156.68 feet; thence southeasterly along a tangent curve, concave to the northeast, having a radius of 20.00 feet, through a central angle of 970 10' 00" an arc distance of 33.92 feet, to a point of cusp; being a point on the northerly right-of-way line of Las Juntas Way;thence along said northerly line South 880 05' 00" West 42.74 feet; thence North 50 15' 00" East 10.08 feet; thence South 88" 05' 00" West 42.89 feet to a point on the northerly line of Las Juntas Way also being a point of cusp with a tangent curve concave to the northwest, having a radius of 20.00 feet; thence northerly along said curve through a central angle of 8211 50' 00"; an arc distance of 28.91 feet; thence along the westerly line of Wayside Lane North 50 15' 00" East 365.63 feet to the point of beginning. First American Title NOTICE 1 Section 12413.1 of the California Insurance Code,effective January 1,1990,requires that arty title Insurance company,underwritten We company, or controlled escrow company handling funds In an escrow or sub-escrow capacity, wad a specified number of days after depos"Junds, before recording any documents in connection with the transaction or disbursing funds. This statute alms for funds deposited by wire transfer to be disbursed the,same day as depost In the case of cashiers checks or certified checks, funds may be disbursed the next day atter deposit. In order to avoid unnecessary delays of three to seven days,or more, please use wire transfer, cashiers checks. or certified checks whenever possible. If you have any questions about the effect of this new law, please contact your local First American office for more details. NOTICE 11 As of January 1.1991. if the transaction which Is the subject of this report wr'p be a sale,you,as a party to the transaction, may have certain tax reporting and withholding obligations pursuant to the state law referred to below: In accordance with Sections 18652 and 18668 of the Revenue and Taxation Code,a buyer may be required to withhold an amount equal to three and one-third percent of the sales price in the case of the disposition of California real property interest by either: 1. Aseller who is an individual with a last known street address outside of California orwhen the disbursement instructions authorize the proceeds be sent to a financial intermediary of the seller. OR 2. A corporate seller which has no permanent place of business In California. The buyer may become subject to penalty for failure to withhold an amount equal to the lesser of 10 percent of the amount required to be withheld or live hundred dollars ($500). However, nohvithstand'ng any other provision Included In the California stattAes referenced above, no buyer will be required to withhold any amount or be subjed to penalty for failure'to withhold It 1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars (100,000), OR 2. The seller executes a written certifieft under the penalty of perjury, certifying that the seller Is a resident of California, or If a corporation, has a pemhanent place of business in CaGfomia, OR 3. The seller,who Is an Individual, executes a written certificate, under the penalty of perjury.that the CaMomia real property being conveyed is the sellers principal residence (as defined in Section 10034 of the Internal Revenue Code). The setter Is subject to penalty for knowingly filing a fraudulent certificate for the purpose or avoiding the withholding requirement The California statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis. The parties to this transaction should seek an attorney's, accountant's, or other tax specialist's opinion concerning the effect of this : law on this transaction and should not act on any statements made or omitted by the escrow or dosing officer.- THE SELLER MAY REQUEST A WAIVER BY CONTACTING: Franchise Tax Board Withhold at Source Unit P.O.Box 651 Sacramento, CA 95812-0651 (916) 84-949M i _ RANCHO LAS . JUNTAS 1{� ITT "E THIS MAP MAY OR MAY N-)T BE SURVE OF TF LAND DEPICTED HEREON. IT IS A' T TOE RELIE UPON FOR ANY PURPOSE)THER i HAN O�IENTIN y �! ONE'S SELF AS O THE EiNZAL OGATION OF TF PARCEL OR FAR LS OF IA i FRES' . FIRST APAERICA 1 ate• zs zr TITLE COMPAN`r ASSUIVIES NO 1t,,,4�.8ILITY FOR LOS OR DAMAGE REE:ULTING FROM t"IANCE THERErP l. � 12 - 10-24-83 is aC " ��. 46 uj 18 N •SIC' Gl o: /9l ; /92 4 S1rti i •" ..sem �' FOR THIS FTN 0; rce- `� � w ! t '7' w ! Stn It•R.wl7 Parte 1 . . � e" ---°- p Two V 15 � fid• 63 __- 0, A fR6.4 l mos oy partcl zoo i 41'1 42.74WAY i LAS - JUNTAS 22 - mz EXHIBIT 3 PLEASANT HILL BART STATION RESIDENTIAL SITE APARTMENT DEVELOPMENT COSTS .IDevelopment BudgetrSiimmary� ' ,�63"�74� ,•,`Y. . a f ,tom i ...'Sa�v*• x.e. Description Amount per Unit per NSF per GSF Acquisition& Related $950,000 $11,047 $12.29 $11.49 Land Costs $7,500 $87 $0.10 $0.09 Construction: Building $6,613,303 $76,899 $85.53 $79.98 Construction: Site $544,314 $6,329 $7.04 $6.58 Construction: Off-Site Costs $50,000 $581 $0.65 $0.60 Furnishings &Equipment $55,000 $640 $0.71 $0.67 Municipal& Utility Fees $1,105,154 $12,851 $14.29 $13.36 Architecture/Engineering $454,324 $5,283 $5.88 $5.49 Marketing&Rent-Up/Vacancy $80,000 $930 $1.03 $0.97.. Contingencies $532,457 .$6,191 $6.89 $6.44 Reserves $200,000 $2,326 $2.59 $2.42 Legal $85,500 -$994 $1.11 $1.03 Taxes& Insurance 564,567 $751 $0.84 $0.78 Title&Audit $45,500 $529 $0.59 $0.55 Appraisal $15,000 $174 $0.19 $0.18 Predevelopment Interest $18,525 $215 $0.24 $0.22 Construction Financing $250,341 $2,911 53.24 $3.03 Deferred Constr:Interest $69,000 $802 $0.89 $0.83 Syndication Costs $127,421 $1,482 $1.65 $1.54 Permanent Loan Fees $10,000 $116 $0.13 - $0.12 Developer FeelAdmin Costs $515,000 $5,988 $6.66 $6.23 TOTAL DEVELOPMENT COSTS $11,792,905 $137,127 $152.51 $142.61 Notes, Sources:BRIDGE Housing Corporation;and Sedway Kotin Mouchly Group. D:\TEMPLATE WK4WJM1 24-Apr-96 EXHIBIT 4 PLEASANT HILL BART STATION RESIDENTIAL SITE TOWNHOMEI!DEVELOPMENT COSTS ' Development Costs-,, h , nay }� ��L��ry-Frr+-++.yy . vi.rf�^, .;I..w 5{a t :.vr'^r>..• .� yr, s'' 'u .1 .. h: :Fy * 'A^"..` Proiect Total Per Unit Per Sa. Ft. Land Value $600,000 $11,111 $11.45 Closing Costs $50.000 $926 , 0.95 Subtotal $650,000 $12,037 $12.40 Hard Costs Unit Construction $65.00 $3,406,000 $63,074 $65.00 Common Areas $5.00 $262,000 $4,852 $5.00 Architect/Engineer $300,000 $5,556 = $5.73 Permits/Fees $810.000 $15.000 $15.46:. Subtotal $4,778,000 $88,481 $91.18 Finance Loan Fees 2.00% $131,340 $2,432 $2.51 Interest 11.00% $324.923 $6.017 56.20 Subtotal $456,263 $8,449 $8.71 Sales & Marketina Models/Sales Office $125,000 $2,315 $2.39 Advertising $175,000 $3,241 $3.34 Sales Commissions 2.00%. $173.500 $3.213 $3.31 Subtotal $473,500 $8,769 $9.04 Soft Costs Insurance/Bonds $76,500 $1,417 $1.46 Legal; ORE $50,000 $926 $0.95 Escrow; Incentives $2,000 $108,000 $2,000 $2.06_ HOA $17,850 $331 $0.34.= Property Taxes $20,000 $370 $0.38 Overhead $450,000 $8,333 $8.59 Warranty $3,000 $162.000 $3.000 $3.09 Subtotal $884,350 $16,377 $16.88 Contingency 50/6 $351.000 $6.500 TOTAL DEVELOPMENT COSTS $7,593,113 $140,613 $144.91 24-Apr-96 w fo rn n Q a Q p p p N O H 8 S G S 60R i09 S 00 n 0 N 00 C w cr E M M O� 69 N ir9 M M ! n a to 60 V '_ A W N J Q F�n w? wV 00O000pO 49 wl � Owo v %n S S M M O 69 O M in p W a H M bq ,, w m a C K f9 69 ^' c O b9 =U) N` UCO) (� LU Q�Q O o J X M S 2 =a o ZCL Q � � m D W y, r►� N cc 0 O C13 0 �' El = to ui A CgacGC� A W cn A .Sw H it mg o= co 1 N «t O C4 oo tin �w N N 0 �w Rf1 Cn Cn N � 4, Z�7 us o col 15 V-- r r N tN"' 0w C'm �w �w Cf) 0un 2:7 0 t5 N oo400 0 el to .,,/ CD V- a N � d m mUl 4 j U ` �O 3 r 4 7 t1' 00 o NCf) N v . m 1 45 • V off ;: o .o W J-A Cj cn d' EXHIBIT 7 PLEASANT HILL BART STATION RESIDENTIAL SITE APARTMENT RENTAL SUMMARY AND OPERATING EXPENSE M i fi f.:•tk' ...F-f, qR u'7i1` F'3 . Unit Mil Med.Inc. Qty. s.f. Mo.Rent Studio 270/9 0 500 5214 Studio 37% 0 500 5306 Studio 45% 0 500 S379 Studio Section 8 0 500 $505 Studio 32% 0 500 $260 1 Bedroom 27% 10 625 5240 1 Bedroom 370/a 6 625 5344 1 Bedroom 45% 4 625 $427 1 Bedroom Section 8 2 625 $602 l Bedroom 32% 5 625 $292 2 Bedroom 27% 9 900 5287 2 Bedroom 37% 7 900 $411 2 Bedroom 45% 6 900 5511 2 Bedroom Section 8 2 900 $754 2 Bedroom 32% 6 900 $349 3 Bedroom 27% 8 1,130 5328 3 Bedroom 370/6 6 1,130 $472 3 Bedroom 45% 5 1,160 5587 3 Bedroom Section 8 1 1,130 S1,041 3 Bedroom 32% 5 1,130 $400 4 Bedroom 27% 0 1,300 $364 �. 4 Bedroom 37% 4 1,300 5525 4 Bedroom 45% 0 1,300 $653 4 Bedroom Section 8 0 1,300 $1,249 4 Bedroom 32% 0 1,300 $444 Total Annual Gross Rents 86 $413,950 check 86 — Annual Operating Expense Per Unit: $3,300 Notes: Sources: BRIDGE Housing Corporation; and Sedway Kotin Mouchly Group. D:\TEMPLATE.WK4\NJMI 24-Apr-96 � N C O r V X =.moww b� rr`" oe�nbNp� n N N b M ��NDD V v Nvv r CD r Y NNN.. 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N M y N V"N•• v � � _ N Y pp M M O, N N - NN Nv NYv tee UCO._ p� i w aw agm ba w N� Q1 I d O O O CT C:) � C:) 0CY 0 CIL Ul) r- o Q ,r'' rte- r; � rn vo c! to N N ttiC6 44 ¢ N3 G tL cod = p Q r O to G O N => oLn 0 o to @ ad to to � Q" Q U- 00 Lf) r.. a ui to U-) 60 t� toV- V . — tF* til d N y J Q x , u to m u O c ° . ` CDaw ' v v Z N A m' 4r Q 0 0 fi m U-- p Q ti CD m'`__ Q O N O o J R', co CO r LnAllQ Z N 6 t7 co r a co co C, o " N CdY f. o m CD d � Nc r LU 7 0 c � � Q dm0 d O� m °.10 m N O DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, BRIDGE HOUSING CORPORATION, AND THE MARTIN GROUP/HOLLIDAY DEVELOPMENT FOR COGGINS SQUARE HOUSING DEVELOPMENT Dated as of May Z-� , 1996 3200UY.P50 05/22/96 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND EXHIBITS . . . . . . . . . . . 3 Section 1. 1 Definitions . . . . . . . . . . . . . . . 3 Section 1. 2 Exhibits . . . . . . . . . . . . . . . . 8 ARTICLE 2 PREDISPOSITION REQUIREMENTS . . 9 Section 2. 1 Conditions Precedent to Disposition of• Property . . . . . . . . . . . . . . 9 Section 2 .2 Schematic Design Plans . . to Section 2 . 3 Final Development Plan, Lot Line Adjustment and Condominium Plan . . . . . . . 11 Section 2 .4 Other Governmental Approvals . . . . . . 11 Section 2. 5 Tax Credit Funds . . . . . . . . . . . . 11 Section 2 . 6 Apartment Financing Plan. . . . . . . . . 12 Section 2 .7 Townhome Financing Plan . . . . . . . 13 Section 2 .8 Evidence of Availability of Funds . . . . 14 Section 2 .9 Construction Plans . . . . . . . . . . . 14 Section 2 . 10 Good Faith Deposit. . . . . . . . . 15 Section 2 . 11 Right of Entry to Perform Studies . . . . 16 ARTICLE 3 DISPOSITION OF PROPERTY . . . . 17 Section 3 . 1 Sale and Purchase . . . . . . . . 17 Section 3 .2 Purchase Price . . . . . . o . . . 17 Section 3 . 3 Opening Escrow . . . . . . . 18 Section 3 . 4 Close of Escrow . . . . 18 Section 3 . 5 Close of Escrow for Townhome Site 19 Section 3 . 6 Condition of Title 20 Section 3 .7 Condition of Property 21 Section 3. 8 Costs of Escrow and Closing 22 ARTICLE 4 AGENCY ACQUISITION LOAN . . . 23 Section 4 . 1 Amount . . . . . . . . . . -.. . . 23 Section 4 .2 Repayment . . . . . . . . . . 23 . Section 4 . 3 Prepayment . . . . . . . 26 Section 4 .4 Assumption . . . . . . . . . . . . 26 Section 4 . 5 Security for Agency Acquisition Loan 26 Section 4 . 6 Subordination of Agency Deed of Trust. 26 Section 4 .7 Subordination of Regulatory Agreement . 26 ARTICLE 5 CONSTRUCTION OF IMPROVEMENTS . . . . . . . . 27 Section 5. 1 Construction Pursuant to Plans . . . . . 27 Section 5. 2 Change in Construction of Development . . 27 Section 5. 3 Construction Contract . . . . . . . . . . 27 Section 5.4 Commencement of Construction . . . 28 Section 5. 5 Completion of the Improvements . . . 28 3200UY.PSO OS/22/96 -i- TABLE OF CONTENTS (continued) Paae Section 5.6 Equal Opportunity . . . . . . . . . . 29 Section 5.7 Prevailing Wage Requirement . . . . . . . 29 Section 5.8 Minority and Women-Owned Contractors . . 29 Section 5.9 Certificates of Completion . . . . . . . 29 Section 5. 10 Construction Completion Guarantees . . . 30 Section 5. 11 Developer Fee . . . . . . . . . . . . 30 Section 5. 12 Management Agreement and Procedures . . . 31 ARTICLE 6 ONGOING DEVELOPER OBLIGATIONS . . . . . . . . 31 Section 6. 1 Applicability . . . . . . . . . . . . . . 31 Section 6.2 Use . . . . . . . . . . . . . . . . . . 31 Section 6. 3 Maintenance . . . . . . . . . . 31 Section 6.4 Property Tax Exemption . . . . . . . 33 Section 6. 5 Taxes and Assessments . . . . . . . . 33 Section 6. 6 Mandatory Language in All Subsequent Deeds, Leases and Contracts . . . . . . 33 Section 6.7 Hazardous Materials35 Section 6.8 Management Agent; Periodic Reports . . 38 Section 6.9 Insurance Requirements . . . . . 39 ARTICLE 7 ASSIGNMENT AND TRANSFERS . . . . . 41 Section 7 . 1 Definitions . . . 41 Section 7. 2 Purpose of Restrictions on Transfer . . . 42 Section 7 . 3 Prohibited Transfers . . . . . . . . . . 42 Section 7 .4 Permitted Transfers . . . . 43 Section 7. 5 Effectuation of Certain -Permitted Transfers44 Section 7 . 6 Other Transfers with Agency Consent . . . 45 Section 7.7 Special Remedy for Prohibited Transfer 45 ARTICLE 8 DEFAULT AND REMEDIES . . . . . . . . . . . 46 Section 8. 1 General Applicability . . . . . . . .. . . 46 Section 8. 2 No Fault of Parties . . . . . . . . . . . 46 Section 8. 3 Fault of Agency . . . . . .. . . . . . . . 47 Section 8.4 Fault of Developer . . . . . . . . . . . 48 Section 8.5 Right of Reverter . . . . . . . . . . . . 52 Section 8.6 Acceleration of Note . . . . . . . . . . 52 Section 8.7 Right to Cure at Developer's Expense . . 53 Section 8.8 Construction Plans . . . . . . . . . . . 53 Section 8.9 Rights of Mortgagees . . . . . . . . . . 53 Section 8 . 10 Remedies Cumulative . . . . . . . . . 53 Section 8. 11 Separation of Defaults and Remedies . . . 54 Section 8. 12 Waiver of Terms and Conditions . . . . . 54 Section 8. 13 Right to Negotiate . . . . . . . . . . 55 3200UY.PSO OS/22/96 -11- TABLE OF CONTENTS (continued) Page ARTICLE 9 SECURITY FINANCING AND RIGHTS OF HOLDERS . . . 55 Section 9. 1 No Encumbrances Except for Development Purposes . . . . 55 Section 9.2 Holder Not Obligated•to Construct . . . . 55 Section 9.3 Notice of Default and Right to Cure . . . 56 Section 9.4 Failure of Holder to Complete Improvements 56 Section 9.5 Right of Agency to Cure . . . . . . 57 Section 9.6 Right of Agency to Satisfy Other Liens 57 Section 9.7 Holder to be Notified . . . . . . . . . . 57 Section 9.8 Additional Mortgagee Protections . . . . 58 ARTICLE 10 GENERAL PROVISIONS . . . . . . . . . . 58 Section 10. 1 Notices, Demands and Communications 58 Section 10.2 Non-Liability of Agency Officials, Employees and Agents . . . . . . . . . . . . . . . 59 Section 10.3 Forced Delay . . . . . . . . . . . . 59 Section 10.4 Inspection of Books and Records . . . . . 59 Section 10.5 Provision Not Merged with Deeds . . . . . 60 Section 10. 6 Title of Parts and Sections . . . . . . . 60 Section 10.7 General Indemnification . 60 Section 10. 8 Applicable Law . . . . . 60 Section 10.9 No Brokers . . . . .. . . . . . . . . . . 60 Section 10. 10 Severability . . . . . . . . . . . . . . 61 Section 10. 11 Legal Actions . . . . . . . . . . . . . . 61 Section 10. 12 Binding Upon Successors . . . . . . . . . 61 Section 10. 13 Parties Not Co-Venturers . . . . . . . . 61 Section 10. 14 Warranties . . . . . . . . . . . . . . . 62 Section 10. 15 Time of the Essence . . . . . . . . 62 Section 10. 16 Action by the Agency . . . . . . . . 62 Section 10. 17 Identity and Authority of Developers . . 62 Section 10. 18 Complete Understanding of the Parties . . 63 Section 10. 19 Conflict Among Agency Documents -. 63 Section 10.20 Entry by the Agency . . . . 63 Section 10.21 Assignment To County . . . 64 Section 10.22 Recordation of Memorandum of Agreement 64 3200UY.PSO OS/22/96 -111- s� DISPOSITION AND DEVELOPMENT AGREEMENT FOR COGGINS SQUARE HOUSING DEVELOPMENT This Disposition and Development Agreement for the Coggins Square Housing Development (the "Agreement") , is entered into as of the 215" day of May, 1996 by and between the Contra Costa County Redevelopment Agency, a public body, corporate and politic (the "Agency") , BRIDGE Housing Corporation, a California non- profit public benefit corporation ("BRIDGE") , The Martin Group of Companies, Inc. , a California corporation ("Martin") and Holliday Development, LLC, a limited liability company ("Holliday") (BRIDGE, Martin, and Holliday are referred to collectively herein as the "Developers") with reference to the following facts, understandings and intentions of the parties: RECITALS A. These Recitals refer to and utilize certain capitalized terms which are defined in Article 1 of this Agreement. The parties intend to refer to those definitions in connection with the use of capitalized terms in these Recitals. B. The Agency is responsible for implementation of the Redevelopment Plan for the Pleasant Hill BART Station Area Redevelopment Project to redevelop the Pleasant Hill BART Station Area Project Area consistent with the policies and standards of the Pleasant Hill BART Station Area Specific Plan adopted by the County of Contra Costa. The goals for the Redevelopment Plan include the provision of low and moderate income housing in the Project Area. C. The Property, also known as Area 4 , is an approximately. 3 .7 acre site located at the northwest corner of the intersection of Las Juntas Way and Coggins Drive in the Project Area, and is designated for high-density multifamily housing by the Specific Plan and the Redevelopment Plan. The Property is described in Exhibit A and mapped in Exhibit B attached to this Agreement and incorporated herein by this reference. The Property is currently owned by the Agency. D. The Agency and the Developers desire to cause development on the Property of the Development, consisting of eighty-six (86) rental apartment units and fifty-four (54) townhomes for owner occupancy. 3200UY-P50 05/22/96 -1- E. To effectuate this purpose, and upon satisfaction of certain preconditions to be satisfied by the Developers, the Agency will sell the Property to the Developers, all as fully set forth in this Agreement. F. The Agency and the Developers have previously entered into an Exclusive Negotiating Rights Agreement pursuant to which this Agreement was negotiated between the Parties. G. The Agency intends to apply the rental units to be developed in the Development toward satisfaction of its Project Area housing production obligation under Health and Safety Code Section 33413 (b) (2) . H. The Agency has acquired the property with tax increment revenue and other borrowed funds, but did not utilize its Low and Moderate Income Housing Fund. The Agency has prepared and placed on file a copy of the summary of the transaction contemplated by this Agreement, the County and the Agency have conducted a duly noticed public hearing on this Agreement, and the County and the Agency have made the required findings and approvals in connection with the disposition of the Property pursuant to this Agreement, all in conformance with the requirements of Health and Safety Code Section 33433 . I. Pursuant to the California Environmental Quality Act ("CEQA") and its implementing guidelines, the Agency (in its capacity as "lead agency") , and the County (in its capacity as a "responsible agency") have prepared, reviewed and approved a negative declaration (including an initial study) designated as Agency Resolution No. (the "Negative Declaration") for this Agreement, and the transactions contemplated by this Agreement, following conduct of a- duly noticed public hearing. The Negative Declaration has served as the environmental documentation for the Agency's and County's consideration and approval of this Agreement and the transactions contemplated by this Agreement. J. The Agency has determined that the Developers have the necessary expertise, skill and ability to carry out the commitments set forth in this Agreement and that this Agreement is in the best interests, and will materially contribute to the implementation of, the Redevelopment Plan. The activities contemplated by this Agreement are set forth in the Implementation Plan for the Project Area adopted by the. Agency on December 6, 1994 . THEREFORE, the Agency and the Developers agree as follows: 3200UY.P50 05/22/96 -2- ARTICLE 1 DEFINITIONS AND EXHIBITS Section 1. 1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement. (a) "Agency" means the Contra Costa County Redevelopment Agency, a public body, corporate and politic. (b) "Agency Deed of Trust" means the deed of trust to be recorded against the Apartment Development, substantially in the form of Exhibit H, securing the Agency Note and naming the Title Company or its affiliate as trustee, and the Agency as beneficiary. (c) "Agency Documents" means, collectively, this Agreement, the Grant Deeds, the Agency Note, the Agency Deed of Trust, and the Regulatory Agreement. (d) "Agency Grant Deeds" means the grant deeds of the Property to the Developers, each substantially in the form of Exhibit F-1 (for the Apartment Site) and Exhibit F-2 . (for the Townhome Site) . (e) "Agency Note" means the promissory note, substantially in the form of Exhibit G, evidencing BRIDGE's obligation to pay a portion of the purchase price for the Property as more fully set forth in Section 3.2. (f) . "Annual Operating Expenses" has the meaning given in Section 4 .2 (d) (3) . (g) "Apartment Development" means the Apartment Site and the Apartment Improvements. _ (h) "Apartment Financing Plan" means BRIDGE's plan for financing the acquisition of the Apartment Site and the development of the Apartment Improvements, to be approved by the Agency pursuant to Section 2.6 and which may be revised from time to time with the approval of the Agency pursuant to Section 2. 6. (i) "Apartment Improvements" means the eighty-six (86) rental apartment units with appurtenant parking, landscaping and improvements to be constructed by BRIDGE on the Apartment Site, including a swimming pool and clubhouse/community facility proposed to be shared with the Townhome Development. 3200UY.PS0 OS/22/96 -3- (j) "Apartment Site" means the northwest portion of the Property to be conveyed to BRIDGE for construction of the Apartment Improvements, approximately as shown on the map attached hereto as Exhibit B. (k) "Board of Supervisors" means the Board of Supervisors of the County. (1) "BRIDGE" means BRIDGE Housing Corporation, a California nonprofit public benefit corporation, and its successors and assigns as permitted by this Agreement. (m) "Certificate of Completion" means one of the certificates to be issued by the Agency pursuant to Section 5.9 of this Agreement. (n) "Childcare Easement" means an easement to be reserved by the Agency, pursuant to the Grant Deed for the Apartment Site, across a portion of the Apartment Site (in the general location shown on Exhibit B) , to be utilized by the Agency's licensee for childcare outdoor play purposes. (o) "Condominium Plan" shall mean the Condominium Plan subdividing the Townhome Site into condominium parcels. (p) "Construction Plans" means all construction documentation upon which the Developers, and the Developers' several contractors, shall rely in building each and every part of the Development (including landscaping, parking, and common areas) and shall include, but not necessarily be limited to, final architectural drawings, landscaping plans and specifications, final elevations, building plans and specifications (also known as "working drawings") and a time schedule for construction. (q) "County" means the County of Contra Costa, California. (r) "Developers" means BRIDGE and Martin/Holliday, and their successors and assigns as permitted by this Agreement. (s) "Development" means the Property, the Apartment Improvements, and the Townhome Improvements. (t) "Developer Fee" means the fees to the Developers in an amount and for the purposes set forth in Section 5. 11. (u) "Development Schedule" means the predevelopment and development schedule for the Development, attached hereto as 3200UY.P50 05/22/96 -4- Exhibit D-1 (Apartment Development) and Exhibit D-2 (Townhome Development) , as approved by the Agency. (v) "Escrow" means the escrow established with the Title Company for the purpose of conveying the Property from the Agency to the Developer. (w) "Event of Default" has the meaning set forth in Section 8.3 or 8.4 as applicable. (x) "Exclusive Negotiating Rights Agreement" means the Exclusive Negotiating Rights Agreement entered into between the Agency and the Developers, dated as of December 1, 1995. (y) "Final Development Plan" means the modified final development plan necessary for the Development to proceed as contemplated by this Agreement. If and when approved by the Board of Supervisors, the Final Development Plan shall be attached to this Agreement as Exhibit E. (z) "Financing Plans" means the Apartment Financing Plan and the Townhome Financing Plan. . (aa) "Financing Proposals" means the proposals for financing costs of development of the Development as envisioned by the Developers and approved by the Agency as of the date of this Agreement. Prior to submission of the proposed Financing Plans, the Financing Proposals may be revised from time to time with the approval of the Agency. The Financing Proposals are attached to this Agreement as Exhibit C. Any amended Financing Proposal approved by the Agency shall also be attached to this Agreement as addenda to• Exhibit C. (ab) "Good Faith Deposit" shall mean the funds held by the . Agency pursuant to Section 2. 11. (ac) "Gross Revenue" has the meaning given in Section 4.2 (d) (2) . (ad) "Hazardous Materials" means: (1) any "hazardous substance" as defined in Section 101(14) of CERCLA (42 U.S.C. Section 9601(14) ) or Section 25281(d) or 25316 of the California Health and Safety Code at such time; (2) any "hazardous waste, " "infectious waste" or "hazardous material" as defined in Section 25117, 25117.5 or 25501(j) of the California Health and Safety Code at such time; 3200UY.PSO 05/22/96 -5- (3) any other waste, substance or material designated or regulated in any way as "toxic" or "hazardous" in the RCRA (42 U.S.C. Section 6901 et sea. ) , CERCLA Federal Water Pollution Control Act (33 U.S.C. Section 1521 et seq. ) , Safe Drinking Water Act (42 U.S.C. Section 3000 (f) et sea. ) , Toxic Substances Control Act (15 U.S.C. Section 2601 et sea. ) , Clear Air Act (42 U.S.C. Section 7401 et &eq. ) , California Health and Safety Code (Section 25100 et sea. , Section 3900 et sea. ) , or California Water Code (Section 1300 et sea. ) at such time; and (4) any additional wastes, substances or material which at such time are classified, considered or regulated as hazardous or toxic under any other present or future environmental or other similar laws relating to the Development. The term "Hazardous Materials" shall not include: (i) construction materials, gardening materials, household products, office supply products or janitorial supply products customarily used in the construction, maintenance, rehabilitation, or management of residential rental housing or associated buildings and grounds, or typically used in household activities, or (ii) certain substances which may contain chemicals listed by the State of California pursuant to California Health and Safety Code Sections 25249.8 et sea. , which substances are commonly used by a significant portion of the population living within the region of the Development, including, but not limited to, alcoholic beverages, aspirin, tobacco products, Nutrasweet and saccharine. (ae) "Hazardous Materials Laws" means all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on or under the Development or any portion thereof. (af) "Holliday" means Holliday Development, LLC, a limited liability company. (ag) "Interest Commencement Date" has the meaning set forth in Section 4. 2 (a) . (ah) "Lot Line Adjustment" means the lot line adjustment dividing the Property into the Apartment Site and the Townhome Site. (ai) "Management Agent" means BRIDGE Property Management Company or other management agent retained by BRIDGE and approved by the Agency in accordance with the provisions of Sections 5.12 and 6.8 to manage the Apartment Improvements. 3200UY-P50 05/22/96 -6- (aj) "Martin means The Martin Group of Companies, Inc. , a California corporation. (ak) "Martin/Holliday" means Martin and Holliday and their successors and assigns, as permitted by this Agreement. (al) "Partnership" means the limited partnership to be formed, of which BRIDGE or an affiliate of BRIDGE will be the managing general partner, formed pursuant to the Partnership Agreement. (am) "Partnership Agreement" means the limited partnership agreement of the Partnership and related documents (including, without limitation, a budget for the use of capital contributions, any funding agreement, any option for BRIDGE to repurchase the Apartment Development from the Partnership, and any ground lease or purchase and sale agreement with respect to the lease or sale of the Property to the Partnership or other entity) approved by the Agency pursuant to Section 7.4 (d) . (an) "Phase I Study" means the report entitled: "Report - Preliminary Environmental Site Assessment, Las Juntas Way and Coggins Drive, Pleasant Hill, California" prepared by PES Environmental, Inc. , dated January 2, 1992 . (ao) "Project Area" means the Pleasant Hill BART Station Area Redevelopment Project Area. (ap) "Property" means the real property to be redeveloped by the Developers pursuant to .this Agreement, which real property is more particularly described' in Exhibit A. (aq) "Redevelopment Plan" means the Redevelopment Plan for the Pleasant Hill BART Station Area Redevelopment Project, as hereafter amended from timeto time. (ar) "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants, substantially in the form of Exhibit I, to be recorded against the Apartment Development pursuant to Section 4 .4. (as) "Security Financing Interest" has the meaning set forth in Section 9. 1. (at) "Tax Credit Funds ' means the proceeds from the sale of limited partnership interests in the Partnership in the anticipated amount set forth in the Financing Proposal, or. such other amount as may be set forth in the approved Apartment Financing Plan. 3200UY.P50 05/22,/96 -7- (au) "TCAC" means the California Tax Credit Allocation Committee. (av) "Term" means the term of this Agreement, which shall consist of the period commencing on the date of execution of this Agreement and continuing until the later of (1) the expiration of the Term of the Regulatory Agreement (as defined therein) , or (2) repayment in full of the Acquisition Loan and all interest due thereon. (aw) "Title Company" means the Walnut Creek office of First American Title Company. (ax) "Townhome CC&Rs" means the Declaration of Conditions, Covenants, and Restrictions to be recorded by Martin/Holliday against the Townhome Site to create a common interest development. (ay) "Townhome Development" means the Townhome Site and the Townhome Improvements. (az) "Townhome .Financing Plan" means Martin/Holliday's plan for financing the acquisition of the Townhome Site and the development of the Townhome ',Improvements, to be approved by the Agency pursuant to Section 2.7 and which may be revised from time to time with the approval of the Agency pursuant to Section 2.7. (ba) "Townhome Improvements" means the fifty-four (54) owner-occupancy townhome units, with appurtenant parking, landscaping, and improvements to be constructed by Martin/Holliday on the Townhome Site. (bb) "Townhome Site" means the southeast portion of the Property to be conveyed to Martin/Holliday for construction of the Townhome Improvements, approximately as shown on the-map attached hereto as Exhibit B. (bc) "Transfer" has the meaning set forth in Section 7. 1. Section 1.2 Exhibits. The following exhibits are attached to and incorporated in the Agreement: Exhibit A: Legal Description of the Property Exhibit 8: Map Showing Location of the Property and the General Designation of the Apartment Site, the Townhome Site, and the Childcare Easement 3200UY.P50 05/22/96 -8- 5_v.4 Exhibit C-1 Financing Proposals (Apartment Improvements) and C-2: Financing Proposals (Townhome Improvements) Exhibit D-1 Development Schedule (Apartment Improvements and D-2: Development Schedule (Townhome Improvements) Exhibit E: Modified Final Development Plan Exhibit F-1 Form of Agency Grant Deed (Apartment Improvements) and F-2: Form of Agency Grant Deed (Townhome Improvements) Exhibit G: Form of Agency Note Exhibit H: Form of Agency Deed of Trust Exhibit I: Regulatory Agreement and Declaration of Restrictive Covenants Exhibit J: Agency Resolution 88-9 Exhibit K: Form of Certificate of Completion ARTICLE 2 PREDISPOSITION REQUIREMENTS Section 2 . 1 Conditions Precedent to Disposition of Property. (a) Except as otherwise specified in subsection (b) below, the requirements set forth in this Article Two are conditions precedent to the Agency's obligations to convey the Property to the Developers. As set forth in subsection (b) below, it is anticipated by the parties that the Agency may convey the Apartment Site to BRIDGE prior to the Agency's conveyance of the Townhome Site to Martin/Holliday. Therefore, each of the predisposition requirements set forth below may be met on an individual basis by BRIDGE and Martin/Holliday for the Apartment Improvements and the Townhome Improvements, respectively. The Agency's obligation to convey the Property to the Developers shall be subject to the satisfaction of all such conditions precedent for both the Apartment Site and the Townhome Site prior to August 30, 1997, unless 'a later date is mutually agreed upon by the Agency Deputy Director - Redevelopment and the Developers. Additional conditions precedent to the Agency's obligation to convey the Property are set forth in Sections 3 .4 and 3 . 5. 3200UY.PSO 05/22/96 -9- (b) Notwithstanding any other provision of this Article Two, in the event BRIDGE obtains a preliminary tax credit reservation and is required by regulations of TCAC to obtain title to the Apartment Site by November 1, 1996, or such later date as may be approved by TCAC, in order to obtain a carryover allocation, the Agency agrees to convey the Apartment Site to BRIDGE by such date, notwithstanding the fact that BRIDGE may not have met the predisposition requirements set forth in Sections 2.3, 2.4, 2 .9, the last sentence of Section 2 .8, and those portions of Section 2.8 that cannot be met without issuance of building permits, and provided that BRIDGE has met the predisposition requirements set forth in all other Sections of Article Two; provided, however, with respect to Section 2. 6, BRIDGE shall not be required to provide a permanent financing commitment letter or a tax credit investor commitment letter prior to close of Escrow, but shall instead provide a letter of interest from investor and a letter from BRIDGE's economic consultant stating the amount of investor equity reasonably expected to be raised. All predisposition requirements set forth in this Article Two which have not been met by BRIDGE prior to disposition pursuant to this Section 2 . 1(b) shall become post- disposition requirements required to be satisfied no later than the dates set forth in the Development Schedule and failure to meet these requirements by such dates shall be a default by Developers for which the Agency may exercise the remedies set forth in Article 8, including without limitation, exercising the Agency's right of reverter in the Property. Martin/Holliday shall be required to meet all predisposition requirements of this Article Two, the Agency shall have previously conveyed (or shall be simultaneously conveying) the Apartment Site to BRIDGE, and BRIDGE shall have met all the pre-disposition (or post- . disposition) requirements of this Article Two, all as conditions precedent to the Agency's obligation to convey the Townhome Site to Martin/Holliday. Section 2.2 Schematic Design Plans. No later than the date shown on the Development Schedule, the Developer shall submit for Agency approval schematic design plans for the Apartment Improvements and the Townhome Improvements, showing proposed location, dimensions, elevations, and general architectural treatment of the buildings comprising the Apartment Improvements and the Townhome Improvements. The Agency shall act to approve or disapprove the schematic design plans within thirty (30) days of submission by the Developers. If the schematic design plans are disapproved by the Agency, the Developer shall submit revised schematic design plans within thirty (30) days. The periods for Agency review, approval or disapproval of the schematic design plans set forth above shall continue to apply until the schematic design plans are approved by the Agency. 3200UY.P50 05/22/96 _10- SD.4 Approval of the schematic design plans by the Agency shall be a condition precedent to the Agency's obligation to convey the. Property to the Developers. Section 2. 3 Final Development Plan, Lot Line Adjustment and Condominium Plan. No later than the dates shown on the Development Schedule, the Developers shall apply for final approval by the County of the Final Development Plan, the Lot Line Adjustment and the Condominium Plan. Approval by the County of the Final Development Plan, the Lot Line Adjustment, and the Condominium Plan, and the passage of any time period required by law to render such approvals effective, shall be a condition precedent to the Agency's obligation to convey the Property to the Developers. The Developers acknowledge that execution of this Agreement by the Agency does not constitute approval by. the County of any required permits, applications, allocations or maps, and in no way limits the discretion of the County in the permit, allocation and approval process. The Agency shall render all reasonable assistance to the Developers in obtaining any necessary County or other governmental permits, approvals, locations and maps. Section 2.4 Other Governmental Approvals. Promptly following County approval of the Final Development Plan, the Developers shall apply for and exercise diligent good faith efforts to obtain all other governmental approvals, including but not limited to building permits, necessary for development and operation of the Development. Subject to Section 2 . 10, procurement by the Developers of all other governmental approvals (including the building permits) , shall be a condition precedent to the Agency's obligation to convey the Property to the Developers. Section 2 .5 Tax Credit Funds. BRIDGE shall submit a timely and complete application to TCAC for an award from the second 1996 round of TCAC preliminary reservations of a Y preliminary tax credit reservation that would enable BRIDGE to obtain the Tax Credit Funds. Upon award of the necessary preliminary reservation from TCAC, BRIDGE shall exercise diligent good faith efforts to obtain a funding commitment from a reputable equity investor reasonably acceptable to the Agency for the Tax Credit Funds. Such funding commitment shall be in a form reasonably acceptable to the Agency. Procurement of a TCAC preliminary reservation and an acceptable funding commitment for the Tax Credit Funds shall be a condition precedent to the Agency's obligation to convey the Property to the Developer. 3200UY.PSO 05/22/96 -11- 5D•�' If BRIDGE is not successful in obtaining a preliminary reservation from TCAC in the second round of 1996, the Agency and the Developer shall confer in good faith for a period not to exceed sixty (60) days to determine if BRIDGE should submit a further application to TCAC or if a feasible and mutually acceptable alternate arrangement can be made to finance development of the Development. If no agreement is reached by the parties within such sixty (60) day period regarding the alternative courses of action described in the preceding sentence, this Agreement may be terminated in accordance with the provisions of Section 8 .2. If the Apartment Improvements are on the TCAC waiting list, the sixty (60) day negotiating period shall be automatically extended by the number of days that the Apartment Improvements are on the waiting list. Section 2.6 Apartment Financing Plan. By not later than the date shown on the Development Schedule, BRIDGE shall submit for Agency approval an Apartment Financing Plan containing the following: (a) An updated "sources and uses" breakdown of the costs of purchasing the Apartment Site and constructing the. Apartment Improvements, and an updated operating proforma for the Apartment Improvements. Such' updated sources and uses breakdown shall reflect BRIDGE's then current expectations for funding sources and development costs and may be in a form substantially similar to the most recently revised Financing Proposal approved by the Agency, or in such other form as is mutually agreed upon by the parties. The sources and uses breakdown shall detail the proposed uses of the Developer Fee to BRIDGE and shall provide for a Developer Fee to BRIDGE in the total amount and payable in the manner set forth in Section 5. 11. (b) Copies of all required funding commitments for construction and permanent financing for the Apartment Improvements, including a preliminary tax credit reservation and an executed commitment letter from an equity investor acceptable to the Agency for the Tax Credit Funds. (c) Any other information that is reasonably necessary to the Agency in determining that BRIDGE has the financial capability to pay all costs of purchasing the Apartment Site and constructing the Apartment Improvements, such as evidence of the availability of equity funds required to construct the Apartment Improvements, other than tax credit investor equity. 3200UY.PSO 05/22/96 -12- The Agency shall review the Apartment Financing Plan and any proposed amendments of the Apartment Financing Plan to determine if, in the Agency's reasonable judgment, BRIDGE has the financial capability (taking into account all committed funds) , to pay all realistically established costs of purchasing the Apartment Site and constructing the Apartment Improvements. The Agency shall either approve or disapprove the Apartment Financing Plan and any proposed amendments of the Apartment Financing Plan in writing within ten (10) days of receipt. If disapproved, the Agency shall give specific reasons for disapproval. If the Apartment Financing Plan is disapproved, BRIDGE may resubmit, and the Agency shall promptly review, a revised Apartment Financing Plan that addresses the reasons for disapproval, and the Agency shall grant BRIDGE a reasonable extension of the time deadlines set forth in this Agreement as required to restructure the Financing Plan, subject to the outside time limit for completion set forth in Section 8. 12 below. Approval of the Apartment Financing Plan by the Agency shall be a condition precedent to the Agency's obligation to convey the Property to the Developers. Section 2.7 Townhome Financing Plan. By not later than the date shown on the Development Schedule, Martin/Holliday shall submit for Agency approval a Townhome Financing Plan containing the following: (a) An updated "sources and uses" breakdown of the costs of purchasing the Townhome Site and constructing the Townhome Improvements. Such updated sources and uses breakdown shall reflect Martin/Holliday's then current expectations for funding sources and development costs and may be in a form substantially similar to the most recently revised Financing Proposal approved by the Agency, or in such other form as is mutually agreed upon by the parties. The sources and uses breakdown shall detail the proposed uses of the Developer Fee to Martin/Holliday and shall provide for a Developer Fee to- Martin/Holliday in the total amount and payable in the manner set forth in Section 5. 11. (b) Copies of all required funding commitments for construction financing, as specified in the Financing Proposal. (c) Any other information that is reasonably necessary to assist the Agency in determining that Martin/Holliday has the financial capability to pay all costs of purchasing the Townhome Site and constructing the Townhome Improvements, including, for example, identification and substantiation of the source and timing of equity commitments, and a proposed homeowners' association budget. 3200UY.P50 05/22/96 -13- The Agency shall review the Townhome Financing Plan and any proposed amendments of the Townhome Financing Plan to determine if, in the Agency's reasonable judgment, Martin/ Holliday has the financial capability (taking into account all committed funds) , to pay all realistically established costs of purchasing the Townhome Site and constructing the Townhome Improvements. The Agency shall either approve or disapprove the Townhome Financing Plan and any proposed amendments of the Townhome Financing Plan in writing within ten (10) days of receipt. If disapproved, the Agency shall give specific reasons for disapproval. If the Townhome Financing Plan is disapproved, Martin/Holliday may resubmit, and the Agency shall promptly review, a revised Townhome Financing Plan that addresses the reasons for disapproval, and the Agency shall grant Martin/Holliday a reasonable extension of the time deadlines set forth in this Agreement as required to restructure the Financing Plan, subject to the outside time limit for completion set forth in Section 8 . 12 below. Approval of the Townhome Financing Plan by the Agency shall be a condition precedent to the Agency's obligation to convey the Townhouse Site to Martin/Holliday. Section 2 .8 Evidence of Availability of Funds. No later than the date shown in the Development Schedule, the Developers shall submit to the Agency evidence reasonably satisfactory to the Agency that any conditions to the release or expenditure of the initial draw of funds described in the approved Financing Plans as the sources of funds to pay the costs of purchasing the Property and constructing the Development have been met (or will be met upon conveyance of the Property to the Developers and the payment of funds which will be available at the time of conveyance) (or in the case of approvals, permits, and authorizations which are conditioned upon conveyance, reasonable evidence that such approvals, permits, or authorizations will be_ received promptly after conveyance) , and that such funds (including draws subsequent to the initial draw of funds) will be available upon such conveyance for purchasing the Property and constructing the Development. Submission by the Developers, and approval by the Agency, of such evidence of funds availability shall be a condition precedent to the Agency's obligation to convey the Property to the Developers. Section 2 .9 Construction Plans. No later than the date the Developers apply for building permits for the Improvements, the Developers shall complete the Construction Plans, and shall deliver to the Agency a set of the completed Construction Plans for Agency review and approval. 3200UY.PSO 05/UM -14- The Agency shall, if the Construction Plans substantially conform to the provisions of this Agreement, the Final Development Plan and the Schematic Design Plans, approve in writing such Construction Plans and no further filing by the Developers or approval by the Agency thereof shall be required except with respect to any material change. Unless rejected by the Agency for their failure to comply with the foregoing requirements within fifteen (15) days of submission by the Developers, the Construction Plans shall be deemed accepted. If rej.ected by the Agency in whole or in part, the Developers shall submit new or corrected Construction Plans within thirty (30) days of notification of the Agency's rejection and the reasons therefor. The Agency shall then have fifteen (15) days to review and approve the Developers' new or corrected Construction Plans. The provisions of this section relating to time periods for approval, rejection, or resubmission of new or corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Agency. Any changes to the Construction Plans required by the County during building permit review shall be deemed approved by the Agency. Section 2. 10 Good Faith Deposit. (a) The Developers have delivered to the Title Company a Good Faith Deposit in the amount of Twenty-Five Thousand Dollars ($25, 000) , in cash, in connection with execution of the Exclusive Negotiating Rights Agreement. Concurrently with execution of this Agreement, the Developer has delivered to the Title Company an additional Twenty-Five Thousand Dollars ($25, 000) , in the form of cash, which, together with the Twenty Five Thousand Dollars ($25, 000) in funds delivered pursuant to the Exclusive Negotiating Rights Agreement, and any additional funds deposited pursuant to subsection (b) below, shall serve as security for the performance of the Developers ' obligations under this Agreement. The Agency shall instruct the Title Company to invest the Good Faith Deposit in such manner as it customarily and from time to time invests its cash reserves. (b) In the event that, three hundred (300) days following the date of this Agreement, the Agency has not conveyed all of the Property to the Developers, the Developers shall deposit an additional $25,000 with the Title Company, to be added to the Good Faith Deposit. If, on said date, part, but not all of the Property has been conveyed to the Developers, the amount to be deposited shall be equal to Twenty-Five Thousand Dollars ($25,000) multiplied by the percentage of the Property not yet conveyed to the Developers, calculated on a square footage basis. Up to three (3) additional deposits of Twenty-Five 3200UY.P50 05/22/96 -15- Thousand Dollars ($25, 000) each (or the appropriate percentage thereof based on a square footage proration of the portion of the Property that has not yet been conveyed to the Developers) shall be due every ninety (90) days thereafter for so long as the Property has not all been conveyed to the Developers, with the final payment due five hundred and seventy (570) days from the date of execution of this Agreement, unless the Agreement is sooner terminated pursuant to its terms. Each such deposit will preserve the Developers ' rights to proceed pursuant to the Development Schedule for ninety (90) days, provided that the Developers are not otherwise in default hereunder following the expiration of all applicable cure periods and unless such default has been waived in writing by the Agency. (c) The Agency may use the Good Faith Deposit and interest earned thereon to cure a default or to compensate the Agency for any expense or damage sustained by the Agency resulting from a default by the Developers under this Agreement, but only after the Agency has given at least thirty (30) days notice to the Developers of the Agency's intention to do so. Immediately upon demand by the Agency, the Developers shall restore the Good Faith Deposit by the amount of the Good Faith Deposit expended by the Agency in accordance with this Agreement, or this Agreement shall terminate. The Agency may also draw upon and retain the Good Faith Deposit and interest earned thereon if this Agreement is terminated pursuant to this Section 2 . 10(c) or Section 8. 4 to compensate the Agency for its opportunity cost in not pursuing the development of the Property with developers other than the Developers prior to the termination of this Agreement. In the event the Agreement is terminated pursuant to Section 8.4 prior to the conveyance of all of the Property, retention of the deposit by the Agency shall be the Agency's sole remedy with respect to the portion of the Property not yet conveyed to the Developers, except for claims arising from the Developers ' exercise of the Temporary Right of Entry pursuant to Section 2. 12 below. _ (d) If the Property is conveyed to the Developers, the Good Faith Deposit (and any interest earned thereon) shall be retained by the Agency and applied toward payment of the Purchase Price. If, prior to Closing, this Agreement is terminated by the Agency or the Developers pursuant to Section 8.2, or by the Developer pursuant to Section 8. 3, the Agency shall return the Good Faith Deposit and any interest earned thereon to the Developers. Section 2 . 11 Right of Entry to Perform Studies. The Agency hereby grants a right of entry to the Property to the Developers for the sole purposes of performing a land survey, and conducting soils and other testing which require access to the 3200UY.P50 05/22/96 -16- 604 Property (the "Temporary Right of Entry") . The Developers agree at all times to keep the Property free and clear of all liens, encumbrances, and clouds upon title that could result from the exercise of the Temporary Right of Entry. The Developer agrees to indemnify, defend, and hold the Agency harmless against all claims, including but not limited to mechanics liens and personal or property damage, arising from the entry of the Developers or their agents, employees, contractors or subcontractors onto the Property, or created as a result of the exercise of this Temporary Right of Entry. The Developer further agrees that all survey and testing work performed pursuant to this Temporary Right of Entry shall be made at the Developers' sole cost. ARTICLE 3 DISPOSITION OF PROPERTY Section 3. 1 Sale and Purchase. Provided the pre- disposition requirements set forth in Article Two and the additional closing conditions set forth in Section 3 .4 have been satisfied, the Agency shall sell the Apartment Site to BRIDGE and the Townhome Site to Martin/Holliday and BRIDGE shall purchase the Apartment Site from the Agency and Martin/Holliday shall purchase the Townhome Site from the Agency, pursuant to the terms, covenants, and conditions of this Agreement. Section 3 .2 Purchase Price. (a) The fair market value of the Property as of the date of this Agreement is approximately Two Million Three Hundred and Fifty Thousand Dollars ($2, 350, 000) . The Agency has agreed to assist the Development by writing down the price to be paid by the Developers in the amount of Eight Hundred Thousand Dollars ($800,000) resulting in a Purchase Price of One Million Five Hundred and Fifty Thousand Dollars ($1,550, 000) , of which Nine Hundred and Fifty Thousand Dollars ($950, 000) is allocated to the Apartment Site and Six Hundred Thousand Dollars ($600,000) is allocated to the Townhome Site. (b) The Developers have paid the Agency a Good Faith Deposit pursuant to Section 2. 10 above which shall be credited toward the Purchase Price (less any amounts utilized by the Agency pursuant to Section 2 . 10 above and not replenished by the Developers) . (c) BRIDGE shall pay the Agency Nine Hundred and Fifty Thousand Dollars ($950, 000) as purchase price for the Apartment Site, of which Six Hundred Thousand Dollars ($600, 000) (less one- half of the amount of the Good Faith Deposit held by the Agency 3200UY.P50 05/22/96 -17- at the time of close of escrow on the sale of the Apartment Site to BRIDGE) shall be paid in cash at close of Escrow. BRIDGE shall execute and deliver into Escrow the Agency Note and the Agency Deed of Trust evidencing and securing BRIDGE's obligation to pay the balance of the purchase price for the Apartment Site, in the amount of Three Hundred Fifty Thousand Dollars ($350, 000) from surplus cash of the Apartment Improvements, all as more fully set forth in Article 5 of this Agreement, the Agency Note, and the Agency Deed of Trust. (d) Martin/Holliday shall pay the Agency Six Hundred Thousand Dollars ($600, 000) (less the remaining portion of the Good Faith Deposit held by the Agency at the time of close of Escrow on the Townhome Site) as purchase price for the Townhome Site. A prorated portion of this purchase price, based on square footage, shall be paid by Martin/Holliday upon each phase of conveyance of the Townhome Site, as described in Section 3 . 5 below. Section 3 .3 Op ening Escrow. To accomplish the purchase and transfer of the Property from the Agency to the Developer, the parties shall establish the Escrow with the Title Company. The parties shall execute and deliver all written instructions to the Title Company to accomplish the terms hereof, which instructions shall be consistent with this Agreement. Section 3 . 4 Close of Escrow For Apartment Site. Escrow for the conveyance of the Apartment Site shall close on a date mutually acceptable to the Agency and BRIDGE within thirty (30) days (or sooner, if required pursuant to Section 2 . 1(b) ) following the date on which all conditions precedent to conveyance of the Apartment Site set forth in Article Two have been satisfied (subject to Section 2. 1(b) ) , but in no event later than December 31, 1996, or such later date that the Agency and BRIDGE agree .upon. In addition to the conditions -precedent to conveyance set forth in Article Two, the following conditions shall be satisfied prior to or concurrently with, and as-- conditions sconditions of, conveyance of the Apartment Site: (a) BRIDGE shall provide the Agency with certified copies of corporate authorizing resolutions, approving the Agency Documents to be executed by BRIDGE, as applicable, and BRIDGE's execution of the Agency Documents. (b) BRIDGE shall have executed and delivered to the Agency the Agency Note, the Agency Deed of Trust, the Regulatory Agreement, the Childcare Easement Agreement, and any other documents and instruments required to be executed and delivered 3200UY.PS0 OS/2Z/96 -18- by the terms of this Agreement, all in form and substance reasonably satisfactory to the Agency. (c) BRIDGE shall have furnished the Agency with evidence of the insurance coverage meeting the general insurance requirements set forth in Section 6.9. (d) The Regulatory Agreement shall have been recorded against the Apartment Site, as a lien subject only to the exceptions authorized by this Agreement or created by the Agency's actions. (e) The Agency Deed of Trust shall have been recorded against the Apartment Site and there shall have been issued to the Agency by the Title Company, for the Agency Deed of Trust, a 1970 (without amendments or revisions) ALTA LP-10 Lenders Policy of title insurance in the amount of Three Hundred Fifty Thousand Dollars ($350, 000) , with CLTA Endorsements Nos. 100,101.2 (if subsequently requested by the Agency) , 102 .5, 103 . 1, 116, and such other endorsements as the Agency may reasonably request, which shall insure the Agency Deed of Trust, as a lien upon the Property subject only to the exceptions authorized by this Agreement. CLTA Endorsements Nos. 101.2 (if subsequently requested by the Agency) , 102.5 and 116 are to be issued at a later time. . (f) There shall exist no condition, event or act which would constitute a breach or default under this Agreement or any other Agency Document or which, upon the giving of notice or the . passage of time, or both, would constitute such a breach or default. . (g) All representations and warranties of BRIDGE contained in any Agency Document shall be true and correct as of- the close of Escrow. Section 3 . 5 Close of Escrow for Townhome Site. The . Townhome Site shall be conveyed to Martin/Holliday in up to three (3) phases, corresponding to the phases of the construction loan obtained by Martin/Holliday to finance construction of the Townhome Development, and in conformance with the parcelization of the Townhome Site pursuant to the Lot Line Adjustment. Escrow for the conveyance .of the portion of the Townhome Site required for each phase shall close on the dates mutually acceptable to the Agency and Martin/Holliday, with the first conveyance to occur within thirty (30) days following the date on which all conditions precedent to conveyance of the Townhome Site set forth in Article Two have been met, but in no event later than August 30, 1997 or such later date that the Agency and Martin/Holliday 3200UY.P50 05/22/96 -19- agree upon, the second phase conveyance to occur no later than two hundred and seventy (270) days from the date of the first phase conveyance, or such later date as the Agency and Martin/Holliday may agree upon, and the third phase conveyance, if applicable, to occur no later than two hundred and seventy (270) days from the date of the second phase reconveyance. In addition to the conditions precedent to conveyance set forth in Article Two, the following conditions shall be satisfied prior to or concurrently with, and as conditions of, conveyance of each phase of the Townhome Site: (a) Martin and Holliday shall form a general or limited partnership, which entity shall be adequately capitalized, in the reasonable exercise of the Agency's judgment, to perform its obligations hereunder, in accordance with the Townhome Financing Plan, and shall provide the Agency with evidence of capitalization, and copies of all formation documents of the partnership and of Martin and Holliday. (b) Martin and Holliday shall provide the Agency with certified copies of corporate authorizing resolutions, approving the Agency Documents to be executed by Martin, Holliday and Martin/Holliday, as applicable, and Martin's, Holliday' s and Martin/Holliday's execution of the Agency Documents. (c) Martin/Holliday shall have furnished the Agency with evidence of the insurance coverage meeting the general insurance requirements set forth in Section 6.9. (d) There shall exist no condition, event or act which would constitute a breach or default under this Agreement or any other Agency Document or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default. (e) All representations and warranties of Martin/Holliday contained in any Agency Document shall be true and correct in all material respects as of the close of Escrow. Section 3 . 6 Condition of Title. (a) Upon the close of Escrow on the Apartment Site, BRIDGE or its permitted assignee hereunder shall have insurable fee title to the Apartment Site which shall be free and clear of all liens, encumbrances, clouds and conditions, rights of occupancy or possession, except: (i) applicable building and zoning laws and regulations; 3200UY.P50 05/22/96 -20- (ii) the provisions of this Agreement; (iii) the provisions of the Agency Grant Deed (Apartment Site) , including the Childcare Easement; (iv) the provisions of the Regulatory Agreement; (v) the provisions of the Agency Deed of Trust; (vi) any lien for current taxes and assessments or taxes and assessments accruing subsequent to recordation of the Agency Grant Deed; (vii) conditions, covenants, restrictions or easements shown as exception numbers 1-10, 12, 15, and 16 in the Preliminary Title Report for the Property issued by the Title Company on March 13, 1996, or as otherwise approved by BRIDGE, and excluding any exception the Agency has elected to remove ' pursuant to Section 8.2 . (b) Upon the close of Escrow on the Townhome Site, Martin/Holliday or its permitted assignee hereunder shall have insurable fee title to the Townhome Site which shall be free and clear of all liens, encumbrances, clouds and conditions, rights of occupancy or possession, except: (i) applicable building and zoning laws and regulations; (ii). the provisions of this Agreement; (iii) the provisions of the Agency Grant Deed (Townhome Site) ; (iv) any lien for current taxes and assessments or taxes and assessments accruing subsequent to recordation- of the Agency Grant Deeds; (v) conditions, covenants, restrictions or easements shown as exception numbers 1-10 and 15-17 in the Preliminary Title Report for the Property issued by the Title Company on March 13, 1996, or as otherwise approved by Martin/Holliday, and excluding any exception the Agency has elected to remove pursuant to Section 8.2. Section 3 .7 Condition of Property. In fulfillment of the purposes of Health and Safety Code Section 25359.7 (a) , the Agency hereby represents and warrants that it has no knowledge, and has 3200UY.P50 05/22/96 -21- no reasonable cause to believe, that any release of hazardous substances has come to be located on or beneath the Property, except as disclosed in the Phase I Study, a copy of which has been delivered to Developers. The Agency and the Developers understand and agree that the Property shall be purchased "as is" by the Developers and that the Agency shall in no way be responsible for demolition, site preparation or any other removal or replacement of improvements thereon. The Developers agree to accept conveyance of the Property in its present condition, "as is" and without representation or warranty from the Agency with respect to the condition of the Property including, but not limited to, the condition of the soil, presence of hazardous materials or contaminants, and all other physical characteristics. The Developers have performed and relies solely upon its own independent investigation concerning the physical condition of the Property or compliance of the Property with any statutes, ordinances, rules or regulations. If the conditions of the Property are not in all respects entirely suitable for the use or uses to which the Property will be put as described in this Agreement, then it is the sole responsibility and obligation of the Developers to .correct any soil conditions, correct any subsurface condition, correct any structural condition, demolish any improvements and otherwise put the Property in a condition suitable for the Development to be constructed pursuant to this Agreement. The Developers hereby waive any right to seek reimbursement or indemnification from the Agency of the Developers costs related to correction of any physical conditions on the Property, including but not limited to the presence of hazardous materials. Section 3 . 8 Costs of Escrow and Closing. Add valorem taxes, if any, shall be prorated as of the date of conveyance. All costs of closing the conveyance of the Apartment Site, including but not limited to, the cost of title insurance (including the Agency's lender's policy) , transfer tax, Title Company document preparation, recordation fees and the escrow fees of the Title Company shall be paid by BRIDGE. All costs of closing the conveyance of the Townhome Site, including but not limited to, the cost of title insurance, transfer tax, title company document preparation, recordation fees and the escrow fees of the Title Company shall be paid by Martin/Holliday. The costs borne by the Developers are in addition to the purchase price for the Property. 3200UY.PSO 05/22/96 -22- ARTICLE 4 AGENCY ACQUISITION LOAN Section 4 . 1 Amount. Subject to the terms and conditions set forth in the Agency Documents, the Agency hereby agrees to lend, and BRIDGE hereby agrees to borrow Three Hundred Fifty Thousand Dollars ($350,000) in the form of seller carry-back financing for the Apartment Site as described in Section 3 .2 (c) above. Section 4.2 Repayment. (a) The Acquisition Loan shall bear no interest prior to issuance of the Certificate of Completion for the Apartment Improvements pursuant to Section 5.9 below (the "Interest Commencement Date") . Beginning on the Interest Commencement Date and continuing until the Acquisition Loan is repaid in full, the Acquisition Loan shall bear interest at the rate of three percent (3%) per annum, compounded annually, provided, however, upon a determination by the Agency's Deputy Director-Redevelopment that the compounding of interest is not economically feasible, the interest rate shall be changed to three percent (3%) simple interest. (b) Annual Installment Payments. The principal amount of the Acquisition Loan and interest thereon shall be amortized in thirty (30) equal annual installments. Equal level amortizing payments of the principal amount of the Agency Acquisition Loan and interest thereon shall be due annually on April 30, beginning on the April 30 constituting the first (1st) anniversary of the Interest Commencement Date and continuing through and including the April 30 constituting the thirtieth (30th) anniversary of the Interest Commencement Date (each such April 30 is referred to as a "Payment Date") ; provided, however, that annual payments shall. be made only to the extent that there exists Surplus Cash (as defined below) resulting from operation of the Apartment Improvements during the calendar year ending most nearly prior to the applicable Payment Date, and payment of that portion of the equal level amortizing annual installment in excess of such Surplus Cash shall be deferred for future payment as described below; provided, further, however, that if the amount of such Surplus Cash exceeds the annual payment due on a given Payment Date, and there exists as of such Payment Date any deferred principal or interest not paid in a previous year or years, BRIDGE shall pay to the Agency all Surplus Cash up to an amount equal to the sum of the annual payment due on such Payment Date and the amount of deferred principal or interest from previous years. In the event that the County provides additional funding to BRIDGE for the Apartment Improvements, Surplus Cash shall be 3200UY.P50 05/22/96 -23- divided between repayment of the Agency and repayment of the County, in proportion to their outstanding land write-down and loan amounts pursuant to an intercreditor agreement to be entered into by the Agency, the County, and BRIDGE. Annual payments made shall be applied first to interest currently due, and then to principal amounts due. If the amount of Surplus Cash is not sufficient to pay the currently due interest portion of an annual payment, the amount of currently due interest not paid shall be deferred and added to the principal amount of the Acquisition Loan and shall thereafter be treated as principal due in previous years and deferred and shall bear interest at three percent (3%) per annum, compounded annually, subject to Section 4 .2 (a) above. (c) Payment in Full. All principal and interest on the Acquisition Loan shall be due upon the earliest of: (1) a Transfer of the Apartment Site and/or Apartment Improvements other than a Transfer permitted or approved by the Agency as provided in Article 7; (2) the occurrence of an Event of Default with respect to the Apartment Site for which the Agency exercises its right to cause the Acquisition Loan indebtedness to become immediately due and payable, or for which the Acquisition Loan indebtedness is automatically specified to become immediately due and payable pursuant to applicable subsections of Section 8.4 below; or (3) the fifty-fifth (55th) anniversary of the Interest Commencement Date. (d) Special Definitions. The following special definitions shall apply for purposes of this Section 4.2: (1) "Surplus Cash" in a particular Fiscal Year shall mean the amount by which Gross Revenue (as defined below) exceeds Annual Operating Expenses (as defined below) . (2) "Gross Revenue" with respect to a particular Fiscal Year .shall mean all revenue, income, receipts, and other consideration actually received from operation and leasing of the Apartment Improvements. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by tenants, Section 8 payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements; proceeds from vending and laundry 3200UY.P50 05/22/96 -24- room machines; payments received from the residents of the Townhome Improvements (or their homeowners' association) for use of the swimming pool and clubhouse/community facility located on the Apartment Site; the proceeds of business interruption or similar insurance; the proceeds of casualty insurance not used to rebuild the Apartment Improvements; and condemnation awards for a taking of part of all of the Apartment Site and/or Apartment Improvements for a temporary period. Gross Revenue shall not include tenants' security deposits, loan proceeds, capital contributions or similar advances. (3) "Annual Operating Expenses" with respect to a particular Fiscal Year shall mean the following costs reasonably and actually incurred for operation and maintenance of the Apartment Improvements to the extent that they are consistent with an annual independent audit performed by a certified public accountant using generally accepted accounting principles as customarily modified by BRIDGE and its Affiliates in tax credit financed developments: property taxes and assessments imposed on the Apartment Site and Apartment Improvements; debt service currently due on a non-optional basis (excluding debt service due from residual receipts or surplus cash of the Apartment Improvements) on loans associated with development of the Apartment Improvements and approved by the Agency pursuant to Section 2. 6 above; property management fees and reimbursements, not to exceed fees and reimbursements which are standard in the industry and pursuant to a management contract approved by the Agency; Partnership management fees not to exceed Fifteen Thousand Dollars ($15, 000) per year, all as approved by the Agency at the time the investor limited partner is admitted to the Partnership, premiums for property damage and liability insurance; utility services not paid for directly by tenants, including water, sewer, and trash collection; maintenance and repair; any annual license or certificate of occupancy fees required for operation of the Development; security services; advertising and marketing; cash deposited into reserves for capital replacements of the Apartment Improvements in an amount not to exceed six tenths of one percent (.6%) of the total development cost of* the Apartment Improvements; cash deposited into an operating reserve in an amount not to exceed 3% of Annual Operating Expenses or the amount required in connection with the permanent financing and the Tax Credit Funds, whichever is greater (or any greater amount approved by the Agency) but with the operating reserve capped at a total of $500, 000; payment of any previously unpaid portion of the Developer Fee due BRIDGE (without interest) not exceeding a cumulative Developer Fee due BRIDGE in the maximum amount set forth in Section 5. 11; extraordinary operating costs specifically approved by the Agency; payments of 'deductibles in connection with casualty 3200UY.PS0 OS/2V96 -25- insurance claims not normally paid from reserves, the amount of uninsured losses actually replaced, repaired or restored, and not normally paid from reserves, and other ordinary and reasonable operating expenses not listed above. (4) "Annual Operating Expenses" shall not include the following: depreciation, amortization, depletion or other non-cash expenses; any amount expended from a reserve account; and any capital cost with respect to the Development, as determined by the accountant for the Apartment Development. Section 4 . 3 Prepayment. BRIDGE may pay the principal and any interest due on the Acquisition Loan in advance of the time for payment thereof as provided in this Agreement, without penalty; provided, however, that BRIDGE acknowledges that the provisions of this Agreement and the Regulatory Agreement will be applicable to the Apartment Site and Apartment Improvements even through the Developer may have prepaid the Acquisition Loan. Section 4 .4 Assumption. Except as provided in the following sentence, the Agency Note shall not be assumable by successors and assigns of BRIDGE without the prior written consent of the Agency, which consent shall be granted or denied in the Agency's sole discretion. The Agency Note shall be assumable by a nonprofit public benefit corporation controlled by BRIDGE in connection with a Transfer described in Section 7.4 (c) or by the Partnership in connection with a Transfer described in and approved by the Agency pursuant to Section 7.4 (d) , provided that the entity assuming the Agency Note executes and records in the Records of the County of Contra Costa such instrument(s) as the Agency deems necessary or appropriate to evidence such assumption. Section 4 .5 Security for Agency Acquisition Loan. The Acquisition Loan shall be secured by the Agency Deed of Trust. Section 4 . 6 Subordination of Agency Deed of Trus-t. The Agency agrees to subordinate the Agency Deed of Trust to the lien for the deed(s) of trust securing construction or permanent financing approved by the Agency pursuant to Section 2 . 6. The Agency agrees to execute such documents as are reasonably required by the holder of a Security Financing Interest to effectuate such subordination. Section 4 .7 Subordination of Regulatory Agreement. The Agency agrees to subordinate the Regulatory Agreement to the lien of deed(s) of trust securing construction or permanent financing approved by the Agency pursuant to Section 2.6 and to the regulatory agreements(s) recorded in connection with such 3200UY.PSO OS/22/96 -26- financing and/or the Tax Credit Funds upon satisfaction of the requirements of, and to the extent permitted by, California Health and Safety Code Section 33334 . 14 (a) . The Agency agrees to execute such documents as are reasonably required by the holder of a Security Financing Interest to effectuate such subordination. ARTICLE 5 CONSTRUCTION OF IMPROVEMENTS Section 5. 1 Construction Pursuant to Plans. Unless modified by operation of Section 5.2, the Development shall be constructed substantially in accordance with the Construction Plans approved by the Agency pursuant to Section 2.9 and the terms and conditions of the County's land use permits and approvals and building permits, including any variances granted. Section 5.2 Change in Construction of Development. If the Developers desire to make any material change in the Development which is not substantially consistent with the Construction Plans, the Developers shall submit the proposed change to the Agency for its approval. Any change which is expected to substantially alter the external appearance of the Development (including any color change) or which is expected to result in a cumulative change of One Hundred and Fifty Thousand Dollars ($150, 000) or more in the cost of construction of the Apartment Improvements or Fifty Thousand Dollars ($50, 000) or more in the cost of construction of each phase of the Townhome Improvements shall be deemed a material change. No change which is required for compliance with building codes or other government health and safety regulation shall be deemed material. The Developers may make non-material changes without Aqency consent. Unless a proposed change for which Agency consent is required is rejected by the Agency within fourteen (14) days, it shall be deemed approved. If rejected within such time period, the previously approved. Construction Plans shall continue to remain in full force and effect. If the Agency rejects a proposed change, it shall provide the Developers with the specific reasons therefor. Section 5. 3 Construction Contracts. By not later than fifteen (15) days prior to the proposed commencement of construction of the Development, the Developers shall submit to the Agency for its limited approval the proposed construction contracts for the Apartment Improvements and the Townhome Improvements. The Agency's review and approval shall be limited 3200UY.P50 05/22/96 -27- exclusively to a determination whether (a) the guaranteed maximum construction cost set forth in the construction contracts are consistent with the approved Financing Plans, (b) the construction contracts are with contractors approved by the Agency, and (c) the construction contracts contain provisions consistent with Sections 5. 6, 5.7 and 5. 8. The Agency's approval of the construction contract shall in no way be deemed to constitute approval of or concurrence with any other term or condition of the construction contract. Upon receipt by the Agency of the proposed construction contracts, the Agency shall promptly review same and approve it within five (5) business days if it satisfies the limited criteria set forth above. If the construction contracts are not approved by the Agency, the Agency shall set forth in writing and notify the Developers of the Agency's reasons for withholding such approval. The Developers shall thereafter submit revised construction contracts for Agency approval, which approval shall be granted or denied in five (5) business days in accordance with the criteria and procedures set forth above. Failure of the Agency to respond to the Developers request for approval within five (5) business days shall be deemed approval. Any construction contract executed by the Developers for the Development shall be in the form approved by the Agency. Section 5.4 Commencement of Construction. The Developers shall commence construction of the Apartment Improvements and the Townhome Improvements within thirty (30) days following conveyance to the Developers by the Agency of both the Apartment Site and any portion of the Townhome Site (whichever conveyance occurs later) . Martin/Holliday shall commence construction of each phase of the Townhome Improvements within thirty (30) days of conveyance to Martin/Holliday by the Agency of the portion of the Townhome Site required for such phase. Subject to Section 8. 11 below, failure by the Developers to commence construction of both the Apartment Improvements and the Townhome Improvements within such time period shall constitute an Event of Default within the meaning and with the effect set forth in Section 8.4. Section 5. 5 Completion of the Improvements. (a) BRIDGE shall diligently prosecute to completion the construction of the Apartment Improvements (sufficient to obtain approval for occupancy of the Apartment Improvements from the County) within eighteen (18) months following commencement of construction of the Apartment Improvements. (b) Martin/Holliday shall diligently prosecute to completion the construction of each phase of the Townhome 3200UY.P50 05/22/96 -28- 59.�f Improvements (sufficient to obtain approval for occupancy for that phase of the Townhome Improvements from the County) within ten (10) months following commencement of construction of that phase of the Townhome Improvements. Section 5. 6 Egual Opportunity. During the construction of the Development there shall be no discrimination on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the hiring, firing, promoting or demoting of any person engaged in the construction work. To the extent practicable, preference for employment shall be given to persons residing within the Project Area pursuant to the terms of a first source agreement to be executed by the Developer in a form to be provided by the Agency. Section 5.7 Prevailing Wage Requirement. All workers performing construction work on the Development shall be paid not less than the highest prevailing rate of per diem wages as determined by the California Department of Industrial Relations and its Director pursuant to Section 1773 of the Labor Code. In meeting these requirements, the Developer shall comply with the provisions of Agency Resolution 88-9, which is attached hereto as Exhibit K. Section 5.8 Minority and Women-Owned Contractors. The Developers will use their best efforts to afford minority-owned and women-owned business enterprises the maximum practicable opportunity to participate in the construction of the Development. The Developers shall, at a minimum, notify applicable minority-owned and women-owned business firms located in Contra Costa County of bid opportunities for the construction of the Development. A listing of minority-owned and women-owned businesses located in the County and neighboring counties is available from the County of Contra Costa. Section 5.9 Certificates of Completion. Promptly after completion of the Apartment Improvements in accordance with those provisions of this Agreement relating solely to the obligations of BRIDGE to construct the Apartment Improvements (including the dates for beginning and completion thereof, as they may have been extended by the Agency) , the Agency will provide a Certificate of Completion so certifying, in substantially the form shown in Exhibit K attached hereto and incorporated herein. Promptly after completion of each of the units included within the Townhome Improvements and after completion of the common area of the Townhome Improvements, in accordance with those provisions of this Agreement relating solely to the obligations of Martin/Holliday to construct the Townhome Improvements (including the dates for beginning and completion thereof, as they may have 3200UY.P50 05/22/96 -29- �. been extended by the Agency) , the Agency will provide a Certificate of Completion so certifying. Such Certificates of Completion shall be conclusive evidence that the covenants in this Agreement with respect to the obligations of each of the Developers to construct the portions of the Development described in such certificates and the dates for the beginning and completion thereof have been met. Such certifications shall be in such form as will enable them to be recorded among the official records of Contra Costa County. Such certifications and determinations shall not constitute evidence of compliance with or satisfaction of any obligation of the Developers to any holder of a deed of trust securing money loaned to finance the Development or any part thereof and shall not be deemed a notice of completion under the California Civil Code. Section 5. 10 Construction Completion Guarantees. Prior to commencement of construction of the Development, each of the Developers shall deliver to the Agency labor and material bonds and performance bonds for the Apartment Improvements and the Townhome Improvements. Any such bonds shall name the Agency as co-obligee. In lieu of such bonds, the Developers may submit such other guarantees satisfactory to the Agency including but not limited to a completion guarantee in a form and from a guarantor reasonably acceptable to the Agency. Section 5. 11 Developer Fee. The amount and the terms of the Agency land write-down and Acquisition Loan have been established by taking into account the anticipated costs of development, including a maximum Developer Fee to be paid for development and construction management services. In this regard, BRIDGE shall be entitled to a Developer Fee in an amount not exceeding One Million Two Hundred Thousand Dollars ($1, 200, 000) and Martin/Holliday shall be entitled to a Developer Fee in an amount not exceeding Four Hundred and Fifty Thousand Dollars ($450, 000) . Except for the Developer Fee, and with respect to Martin/Holliday, developer's profit as may be earned on the sale of the Townhomes, no compensation from any source shall be received by or payable to the Developers or any Affiliate (as defined below) of the Developers in connection with the provision of development and construction management services for the acquisition and construction of the Development. The prohibition set forth in the preceding sentence shall not apply to receipt by BRIDGE of a partnership management fee or property management fee, which fees are deemed to constitute an Annual Operating Expense and not a cost of development. BRIDGE agrees that its Developer Fee shall be utilized to pay costs associated with the Apartment Development, including but not limited to meeting capital contribution, capitalization and guaranty requirements associated with the low income housing tax 3200UY.P50 05/22/96 -30- 59.4 credit syndication, and administrative costs of BRIDGE. Marketing/lease-up cost reimbursements to BRIDGE. or its affiliates shall not be considered to be payment of a portion of the Developer Fee. For purposes of this Section 5. 11, "Affiliate" shall mean an entity with at least five percent (5%) common ownership or common control as BRIDGE or Martin/Holliday, as applicable. Section 5. 12 Management Agreement and Procedures. BRIDGE Property Management Company is hereby approved as the initial Management Agent for the Apartment Improvements. By no later than one hundred and twenty (120) days following commencement of construction of the Apartment Improvements, Martin/Holliday shall submit to the Agency, a marketing plan for the sale of the Townhome Improvements, and BRIDGE shall provide to the Agency a proposed management agreement, a marketing plan for the rental of the Apartment Improvements, written guidelines or procedures for tenant selection for the Apartment Improvements, written procedures for implementation of the income certification and reporting requirements of the Regulatory Agreement, and a proposed plan for operation and management of the Apartment Improvements. Such marketing plans, written guidelines and procedures shall be deemed approved by the Agency unless disapproved in writing within ten (10) business days of their receipt by the Agency. Any written disapproval shall specify the reasons for such disapproval. The Developers shall thereafter submit revised marketing plans, guidelines, and procedures to the Agency, and the same procedures for approval or disapproval shall apply to the revised guidelines and procedures as set forth above for the original submission. ARTICLE 6 ONGOING DEVELOPER OBLIGATIONS Section 6. 1 Applicability. The conditions and _ obligations set forth in this Article 6 shall apply throughout the Term, unless a different period of applicability is specified for a particular condition or obligation. Section 6.2 Use. The Developers hereby agree that, for the entire Term, the Development will be used only for residential use consistent with the Agency Documents, the Final Development Plan and the Approved Construction Plans. Martin/Holliday shall include the requirements of this Section 6.2 in the Townhome CC&Rs. Section 6.3 Maintenance. The Developers hereby agree that, prior to completion of the Development, the portions of the 3200UY-P50 05/2V96 -31- Property undergoing construction shall be maintained in a neat and orderly condition to the extent practicable and in accordance with industry health and safety standards, and that, once the Development is completed, the Development shall be well maintained by the Developers as to both external and internal appearance of the units, the common areas, and the open spaces. The Developers shall maintain the Development in good repair and working order, and in a neat, clean and orderly condition, including the walkways, driveways, alleyways and landscaping, and from time to time make all necessary and proper repairs, renewals, and replacements. In the event that there arises at any time prior to the expiration of the Term a condition in contravention of the above maintenance standard, then the Agency shall notify the Developers in writing of such condition, giving the Developers thirty (30) days from receipt of such notice to cure said condition. In the event the Developers fail' to cure or commence to cure the condition within the time allowed, the Agency shall have the right to perform all acts'. necessary to cure such a condition, or to take other recourse at law or equity the Agency may then have and to receive from the Developers, the Agency's cost in taking such action. The parties hereto further mutually understand and agree that the rights conferred upon the Agency expressly include the right to enforce or establish a lien or other encumbrance against the Property, but such lien shall be subject to previously recorded liens and encumbrances. The foregoing provisions shall be a covenant running with the land until expiration of the Term, enforceable by the Agency, its successors and assigns. Nothing in the foregoing provisions shall preclude the Developers from making any alterations, additions, or other changes to the Development, provided that such changes comply with this Agreement and the Final Development Plan, and with all necessary land use, building permits, and other approvals from the County. The provisions of this Section 6.3 shall apply separately to each of the Apartment Development and the Townhome Development so that failure by BRIDGE, its successors and assigns, to maintain the Apartment Development in accordance with the standards set forth in this Section 6. 1 shall give rise to Agency remedies under this Section 6. 3 only with respect to BRIDGE, its successors and assigns, and the Apartment Development; and failure by Martin/Holliday, its successors and assigns to maintain the Townhome Development in accordance with this Section 6.3 shall give rise to Agency remedies under this Section 6.3 only with respect, to Martin/Holliday, its successors and assigns, and the Townhome Development. The provisions of this Section 6.3 shall be included in the 'Townhome CC&Rs. Following conveyance by I 3200UY.P50 05/22/96 -32- 5D.'+ Martin/Holliday of the last townhome unit to a homebuyer, Martin/Holliday shall be released from any obligations under this Section 6.3; provided, however, that the obligations under this Section 6. 3 shall run with Property and shall bind Martin/Holliday's successors and assigns including, without limitation, the Townhome Improvements homeowners and their homeowners ' association. Section 6.4 Property Tax Exemption. BRIDGE and its successors and assigns hereunder shall not apply for a property tax exemption for the Apartment Development without the prior written consent of the Agency, which consent shall be granted or withheld in the Agency's sole exercise of its discretion. In the event the Agency grants written consent to an application for a property tax exemption for the Apartment Development, BRIDGE shall not apply for a property tax exemption for the Apartment Development under any provision of law other than Revenue and Taxation Code Section 214 (g) . Section 6. 5 Taxes and Assessments. The Developers shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any line or charge from attaching to the Property; provided, however, that the Developers shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developers exercise their right to contest any tax, assessment, or charge against them, the Developers, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against them, together with all costs, charges and interest. Following conveyance by Martin/Holliday of the last townhome unit to a homebuyer, Martin/Holliday shall be released . from any obligations under this Section 6.5; provided, however, that the obligations under this Section 6.5 shall run with the Property and shall bind Martin/Holliday's successors and assigns including, without limitation, the Townhome Improvements homeowners and their homeowners' association. Section 6.6 Mandatory Language in All Subsequent Deeds Leases and Contracts. (a) Basic Requirement. The Developers covenant by and for themselves, their successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease transfer, use, occupancy, 3200UY.P50 05/22/96 -33- tenure or -enjoyment of the Development nor shall the Developers or any person claiming under or through the Developers establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Development. The foregoing covenant shall run with the land. Following conveyance by Martin/Holliday of each townhome unit to a homebuyer, Martin/Holliday shall be released from any obligations under this Section 6.6 with respect to such unit; provided, however, that the obligations under this Section 6. 6 shall run with the Property and shall bind Martin/Holliday's successors and assigns, including, without limitation, the Townhome Improvement homeowners and their homeowner's association. (b) Provisions In Conveyance Documents. All deeds, leases or contracts made or entered into by Developers, their successors or assigns, as to any portion of the Property shall contain therein the following language: (1) In Deeds: "Grantee herein covenants by and for itself, its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the' land" . (2) In Leases: "The lessee herein covenants by and for the lessee and lessee's heirs, personal representatives and assigns and all persons claiming under the lessee or through the lessee that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee or any person 3200UY.PSO 05/2.2/96 -34- claiming under or through the lessee establish or permit any such practice or practices of discrimination or segregation with reference to .the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased". (3) In Contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land". Section 6.7 Hazardous Materials. (a) Certain Covenants and Agreements. The Developers hereby covenant and agree that: (1) The Developers shall not knowingly permit the Development or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development. (2) The Developers shall keep and maintain the Development and each portion thereof in compliance with, and. shall not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws. Following conveyance by Martin/Holliday of each townhouse unit to -a homebuyer, Martin/Holliday shall .be released from any obligations under this Section 6.7 (a) (2) with respect to such unit; provided, however, that the obligations under this Section 6.7 (a) (2) shall run with the Property and shall bind Martin/Holliday's successors and assigns, including, without limitation, the Townhome Improvement homeowners and their homeowner's association. (3) Upon receiving actual knowledge of the same the Developers shall immediately advise the Agency in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developers or the Development pursuant to 3200UY.PSO OS/2V96 -35- any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developers or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims") ; (C) the presence of any Hazardous Materials in, on or under the Development; or (D) the Developers' discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et sea. , or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Laws. The Agency shall have the right -to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, and, for Hazardous Materials Claims related to conditions occurring after the close of Escrow for each portion of the Property, as applicable, to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the Property. (4) Without the Agency's prior written consent, which shall not be unreasonably withheld, and which the Agency shall promptly grant or deny, the Developers shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental .agencies having jurisdiction) , nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims. (b) Indemnity. Without limiting the generality of the indemnification set forth in Section 10.7 below, and subject to the division of liability between the Developers set forth in the last sentence of this subsection (b) , the Developers hereby agree to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Agency) the Agency, its boardmembers, officers, and employees from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders,* judgements, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, but not limited to, attorney's fees and expenses) , arising directly or indirectly, in whole or in part, out of: (1) the failure of the Developers, or any of them, or any other person or entity to comply with any Hazardous Materials Law 3200UY.PSO 05/22/46 -36- relating in any way whatsoever to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation or disposal of Hazardous Materials into, on, under or from the Development; (2) the presence in, on or under the Development of any Hazardous Materials or any releases or discharges of any Hazardous Materials into, on, under or from the Development; or (3) any activity carried on or undertaken on or off the Development, subsequent to the conveyance of the Property to the Developers, and whether by the Developers or any successor in title or any employees, agents, contractors or subcontractors of the Developer or any successor in title, or any third persons at any time occupying or present on the Development, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time located or present on or under the Development. The foregoing indemnity shall further apply to any residual contamination on or under the Development, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. The provisions of this subsection shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect. Notwithstanding any other provision of this subsection (b) , BRIDGE, its successors and assigns shall provide the foregoing indemnity to the Agency with respect to Hazardous Materials Claims arising on or in the Apartment Site and Apartment Improvements and Martin/Holliday, its successors and assigns shall provide the foregoing indemnity to the Agency with respect to Hazardous Materials Claims arising on or in the Townhome Site and Townhome Improvements; and, provided further, that with respect to Hazardous Material Claims arising from Hazardous Materials that were present on the Property at the time the Property, or applicable portion thereof, was conveyed to the Developers, the maximum cumulative liability of the Deve-lopers to the Agency its board members, officers and employees pursuant to the foregoing indemnity shall be Fifty Thousand Dollars ($50, 000) . (c) No Limitation. The Developers hereby acknowledge and agrees that the Developers' duties, obligations and liabilities under this Agreement, including, without limitation, under subsection (b) above, are in no way limited or otherwise affected by any information the Agency may have concerning the Development and/or the presence within the Development of any Hazardous Materials, whether the Agency obtained such information 3200UY.P50 05/22/96 -37- from the Developers or from its own investigations, unless such information was intentionally concealed by the Agency. Section 6.8 Management Agent: Periodic Reports. (a) Management Agent. The Apartment Improvements shall at all times be managed by an experienced Management Agent reasonably acceptable to the Agency, with demonstrated ability to operate residential facilities. like the Apartment Improvements in a manner that will provide decent, safe, and sanitary housing. BRIDGE shall submit for the Agency's approval the identity of any proposed Management Agent. BRIDGE shall also submit such additional information about the background, experience and financial condition of any proposed Management Agent as is reasonably necessary for the Agency to determine whether the proposed Management Agent meets the standard for a qualified Management Agent set forth above. If the proposed Management Agent meets the standard for a qualified Management Agent set forth above, the Agency shall approve the proposed Management Agent by notifying BRIDGE in writing. Unless the proposed Management Agent is disapproved by the Agency within thirty (30) days, which disapproval shall state with reasonable specificity the basis for disapproval, it shall be deemed approved. BRIDGE Property Management Company is hereby approved by the Agency as the initial Management Agent. Martin/Holliday, its successors to the Townhome Site, shall provide the Agency with written notice of the identity of any Management Agent retained to manage the Townhome Improvements and of any change in such Management Agent. (b) Performance Review. The Agency reserves the right to conduct a periodic review of the management practices and financial status of the Development within thirty (30) days after each anniversary of the issuance of the Certificate of Completion. The purpose of each periodic review will be to enable the Agency to determine if the Development is being operated and managed in accordance with the requirements and standards of this Agreement. The Developers shall cooperate with the Agency in such reviews. (c) Books, Records and Reports. For purposes of such periodic reviews, the Developers and the Management Agent shall make available to the Agency for inspection all books and records with respect to the Development. In addition, the Developers shall provide the Agency with: (1) by not later than thirty (30) days prior to commencement of each Fiscal Year, the annual budget for the upcoming Fiscal Year for the Apartment Development and the Townhome Development; and (2) within ninety (90) days following the end of each Fiscal Year, a report showing the actual income and expenditures with respect to the Apartment 3200UY.P50 05/22/96 -38- Development and the Townhome Development for the immediately preceding Fiscal Year and the status of all reserve funds. (d) Replacement of Management Agent. , If, as a result of a periodic review, the Agency determines in its reasonable judgment that the Apartment Development is not being operated and managed in accordance with any of the material requirements and standards of this Agreement, the Agency shall deliver notice to BRIDGE of its intention to cause replacement of the Management Agent, including the reasons therefor. Within fifteen (15) days of receipt by BRIDGE of such written notice, Agency staff and the Developer shall meet in good faith to consider methods for improving the financial and operating status of the Apartment Development, including, without limitation, replacement of the Management Agent. If, after such meeting, Agency staff recommends in writing the replacement of the Management Agent, BRIDGE shall promptly dismiss the then Management Agent, and shall appoint as the Management Agent a person or entity meeting the standards for a Management Agent set forth in subsection (a) above and approved by the Agency pursuant to subsection (a) above. Any contract for the operation or management of the Development entered into by BRIDGE shall provide that the contract can be terminated as set forth above. Failure to remove the Management Agent in accordance with the provisions of this Section shall constitute an Event of Default under this Agreement, and the Agency may enforce this provision through legal proceedings as specified in Article 8. Section 6.9 Insurance Requirements. (a) Required Coverage. Each of the Developers, or their successor and assigns to the Property pursuant to this Agreement, shall maintain and keep in force, at the Developers' sole cost and expense, the following insurance applicabl-e to the Apartment Development and the Townhome Development, respectively: (1) Worker's Compensation insurance, including Employer's Liability coverage, with limits not less than $1,000,000 each accident, to the extent required by law. (2) Comprehensive General Liability insurance with limits not less than $2,000, 000 each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations. 3200UY.PSO 05/22/96 -39- (3) Comprehensive Automobile Liability insurance with limits not less than $1, 000, 000 each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for owned, non-owned and hired vehicles, as applicable; provided, however, that if the Developers do not own or lease vehicles for purposes of this Agreement, then no automobile insurance shall be required and the parties to this Agreement shall initial this provision signifying same. (4) Property insurance covering the Development covering all risks of loss, including earthquake (but only if it is commercially affordable at a reasonable price and with a reasonable deductible) and flood (if required) , for 100% of the replacement value, with deductible, if any, acceptable to the Agency, naming the Agency as a Loss Payee, as its interest may appear. (b) Contractor's Insurance. Each of the Developers shall cause any general contractor or agent working on the Apartment Improvements or Townhome Improvements, as applicable, under direct contract with either of the Developers to maintain insurance of the types and in at least the minimum amounts described in subsections (a) (1) , (a) (2) , and (a) (3) above, and shall require that such insurance shall meet all of the general requirements of subsection (c) below. Subcontractors working on the Development under indirect contract with the Developers shall be required to maintain the insurance described in subsections (a) (1) , (a) (2) and (a) (3) above, except that the Comprehensive General Liability insurance limits shall not be less than $1, 000,000 each occurrence combined single limit. Liability and Comprehensive Automobile Liability insurance to be maintained by such contractors and agents pursuant to this subsection shall name as additional insureds the Agency, its boardmembers, officers, agents, and employees. (c) General Requirements. The required insurance shall be provided under an occurrence form, and the Developers shall maintain such coverage continuously throughout the Term. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified above. Comprehensive General Liability, Comprehensive Automobile Liability and Property insurance policies shall be endorsed to name as additional insureds the Agency and its boardmembers, officers, agents, and employees. 3200UY.PSO 05/22/96 -40- All policies and bonds shall be endorsed to provide thirty (30) days prior written notice of cancellation, reduction in coverage, or intent not to renew to the address established for notices to the Agency pursuant to Section 10. 1 below. (d) Certificates of Insurance. Upon the Agency's request at any time during the term of this Agreement, the Developer shall provide certificates of insurance, in form and with insurers reasonable acceptable to the Agency, evidencing compliance with the requirements of this Section, and shall provide complete copies of such insurance policies, including a separate endorsement naming the Agency as additional insured. (e) Homeowners Requirements. Following conveyance by Martin/Holliday of each townhome unit to a homebuyer, Martin/Holliday shall be released from the obligations of this Section 6.9 with respect to such unit; provided however, that the obligations under this Section 6.9 shall run with the Property and shall bind Martin/Holliday's successors and assigns, including, without limitation, the Townhome Improvement homeowners and their homeowner's association. ARTICLE 7 ASSIGNMENT AND TRANSFERS Section 7. 1 Definitions. As used in this Article 7, the term "Transfer" means: (a) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to this Agreement or of the Development or any part thereof or any interest therein or any contract or agreement to do any of the same; or (b) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to any ownership interest in Developers or any contract or agreement to do any of the same; or (c) Any merger, consolidation, sale or lease of all or substantially all of the assets of either of the Developers; or (d) The leasing of part .or all of the Property or the improvements thereon; provided, however, that leases of the units included within the Apartment Improvements to tenant occupants shall not be deemed a "Transfer" for purposes of this Article 7. 3200UY.P50 05/22/96 -41- Section 7.2 Purpose of Restrictions on Transfer. This Agreement is entered into solely for the purpose of development and operation of the Development and its subsequent use in accordance with the terms hereof. The Developer recognizes that the qualifications and identity of Developer are of particular concern to the Agency, in view of: (a) The importance of the redevelopment of the Property to the general welfare of the community; and (b) The land acquisition assistance and other public aids that have been made available by law and by the government for the purpose of making such redevelopment possible; and (c) The reliance by the Agency upon the unique qualifications and ability of the Developers to serve as the catalyst for development of the Property and upon the continuing interest which the Developers will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the Agency in the development of the Property; and (d) The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Developer or the degree thereof is for practical purposes a transfer or disposition of the Property; and (e) The fact that the Property is not to be acquired or used for speculation, but only for development and operation by the Developers in accordance with the Agreement; and (f) The importance to the Agency and the community of the standards of use, operation and maintenance of the Property. The Developers further recognize that it is because of such qualifications and identity that the Agency is entering into this Agreement with the Developers and that Transfers are permitted only as provided in this Agreement. Section 7.3 Prohibited Transfers. With respect to the Apartment Development, the limitations on Transfers set forth in this Section shall apply throughout the Term. With respect to the Townhome Development, the limitations on Transfers set forth in this Section shall apply until all townhome units included in the Townhome Development are sold to home buyers. Except as expressly permitted in this Agreement, the Developers represent and agree that the Developers have not made or created, and will 3200UY.PSO 05/22/96 -42- SD•`f not make or create or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the Agency. Any Transfer made in contravention of this Section 7.3 shall be void and shall be deemed to be a default under this Agreement whether or not the Developers knew of or participated in such Transfer. Section 7.4 Permitted Transfers. Notwithstanding the provisions of Section 7. 3, the following Transfers shall be permitted and are hereby approved by the Agency, subject to satisfaction of the requirements of Section 7.5: (a) Any Transfer creating a Security Financing Interest permitted pursuant to the approved Financing Plans. (b) Any Transfer directly resulting from the foreclosure of a Security Financing Interest or the granting of a deed in lieu of foreclosure of a Security Financing Interest or as otherwise permitted under Article 9. (c) Any Transfer of the Apartment Development to a nonprofit public benefit corporation recognized by the Internal Revenue Service to be an exempt organization pursuant to Section 501(c) (3) of the Internal Revenue Code of 1986, and controlled by BRIDGE Corporation; provided that prior to the Transfer BRIDGE provides to the Agency the articles of incorporation and bylaws of such corporation and other documentation establishing to the Agency's reasonable satisfaction that such transferee is controlled by BRIDGE Corporation. . (d) Any Transfer of the Apartment Development to the Partnership, the general partner of which is. BRIDGE Housing Corporation or a nonprofit public benefit corporation controlled by BRIDGE Housing Corporation; provided that (1) prior to the . Transfer the Agency approves in writing the Partnership -Agreement and the instrument of Transfer, which approval shall not be withheld unreasonably; and (2) and the Partnership Agreement and/or the instrument of Transfer provides for development and operation of the Apartment Site and Apartment Improvements in a manner consistent with the approved Apartment Financing Plan and the provisions of Article 4 regarding the amount and repayment of the Acquisition Loan. If the Agency fails to approve or disapprove the Partnership Agreement within five (5) business days of receipt, it shall be deemed approved by the Agency. The Agency's review and approval of the Partnership Agreement shall be limited to a determination of whether it complies with the other provisions of this Agreement, including, without limitation 3200UY.PSO 05/22/96 -43- the requirements of Sections 4 .2, 5. 11, 6. 8, 6. 9, 7. 4 , 7 . 5 and 7. 6 hereof. (e) Any Transfer of the Townhome Site and Townhome Improvements to a limited partnership, one general partner of which is the Martin Group of Companies, Inc. or a corporation or other entity in which the Martin Group of Companies, Inc. holds at least seventy-five (75%) financial interest and control and the other general partner of which is Holliday Development, Inc. or a corporation or other entity in which Holliday Development, Inc. or Rick Holliday holds at least seventy-five percent (75%) financial interest and control; provided that (1) prior to the Transfer the Agency approves in writing the organizational documents of the transferee and its constituent partners, the instrument of Transfer, and the capitalization of the transferee, which approval shall not be withheld unreasonably and shall be deemed granted if the Agency fails to respond within five (5) business days of receipt; and. (2) the organizational documents provide for development of the Townhome Improvements in a manner consistent with the approved Townhome Financing Plan and other relevant provisions of this Agreement including, without limitation, the requirements of Sections 5. 11, 6.9, 7.4, 7.5 and 7.6 hereof. (f) Any Transfer of a unit included in the Townhome Improvements to an individual owner-occupant homebuyer (which shall include Transfer of a unit to the occupant adult child, or household thereof, of a parent purchasing or assisting in purchasing a townhome unit) , and which shall be evidenced by the statement under penalty of perjury, from the homebuyer, that he or she intends to be an owner occupant, together with a requirement for owner-occupancy in the Townhome CC&Rs; (g) Any Transfer solely and directly resulting from the death, incapacity, or divorce of an individual; and (h) Any Transfer to a revocable trust. _ Section 7.5 Effectuation of Certain Permitted Transfers. No Transfer of this Agreement permitted pursuant to Section 7.4 (other than a Transfer pursuant to a Security Financing Interest under Section 7 .4 (a) or (b) ) or Section 7.6 shall be effective unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing reasonably satisfactory to the Agency and in form recordable among the land records, shall expressly assume the obligations of BRIDGE and/or Martin/Holliday, as applicable, under this Agreement and agree to be subject to the conditions and restrictions to which the transferring entity is subject arising 3200UY.PSO 05/22/96 -44- during this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest in the Development conveyed in such Transfer. Anything to the contrary notwithstanding, the holder of a Security Financing Interest whose interest shall have been acquired by, through or under a Security Financing Interest or shall have been derived immediately from any holder thereof shall not be required to give to Agency such written assumption until such holder or other person is in possession of the Apartment Site and/or the Townhome Site, as applicable, or entitled to possession thereof pursuant to enforcement of the Security Financing Interest. In the absence of specific written agreement by the Agency, no such Transfer, assignment or approval by the Agency shall be deemed to relieve either of the Developers or any other party from any obligations under this Agreement. Section 7. 6 Other Transfers with Agency Consent. The Agency may, in its sole discretion, approve in writing other Transfers as requested by the Developers. In connection with such request, there shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer. If a requested Transfer is approved by the Agency such approval shall be indicated to the Developers in writing. Such approval shall be granted or denied by the Agency within thirty (30) days of receipt by the Agency of the Developers' request for approval of a Transfer. Section 7.7 Special Remedy for Prohibited Transfer. In „ the event that, in violation of the provisions of this Agreement, the Developers undertake a prohibited Transfer, the Agency shall be entitled to increase the purchase price paid by the Developers for the Property or portion thereof previously conveyed from the Agency to Developers by the amount that the consideration payable for such assignment or transfer is in excess of the sum of (a) the purchase price paid by the Developers to Agency for the Property or portion thereof, and (b) the costs of subsequent improvements and development, including carrying charges, interests and fees, transfer taxes, real estate taxes, assessments and commissions, escrow fees and costs related thereto. The consideration payable for such assignment or transfer to the extent it is in excess of the amount so authorized, shall belong and be paid to the Agency and until so paid, the Agency shall have a lien on the Property for such amount. The rights and protections of holders of Security Financing Interests set forth in Section 8.9 shall also apply to this Section 7.7. 3200UY.P50 05/22/96 -45- �9.� contaminated by Hazardous Materials and, as a result of the contamination, the proposed development of the Property in accordance with this Agreement cannot be undertaken successfully without excessive financial risk to either or both Developers; provided, however, that the Agreement may only be terminated pursuant to this subsection if the-Developers notify Agency in writing of such determination no later than September 30, 1996; or (h) After undertaking a survey of the Property, either or both Developers determine that the exceptions to the fee title to the Property permitted by Sections 3 .5 and 3. 6 of this Agreement would render development of the Property in accordance with this Agreement financially unsound or practically infeasible and Agency, after fifteen (15) days advance written notice from the objecting Developer, does not notify the Developers that the Agency intends to transfer the Property to the Developers with the objectionable exception(s) to title removed; provided, however, that the Agreement may only be terminated pursuant to this subsection if the Developers notify Agency in writing of such determination no later than September 30, 1996. Upon the happening of any of the above-described events, and at the election of either party, this Agreement may be terminated by written notice to the other party. After termination, neither party shall have any rights against or liability to the other under this Agreement, except that the provisions of Sections 6.2, 6.7 (b) , 10.7 and 10. 9 shall survive such termination and remain in full force and effect. Section 8 . 3 Fault of Agency. Except as to events constituting a basis for termination under Section 8 .2, and provided further that the Developers have satisfied their obligations hereunder, the following events each constitute an Event of Default by the Agency and a basis for the Developers to take action against the Agency: (a) The Agency, without good cause, fails to convey the Property to the Developers within the time and in the manner set forth in Article 3 and the Developer is otherwise entitled by this Agreement to such conveyance; or (b) The Agency breaches any other material provision of this Agreement. Upon the happening of any of the above-described events, the Developers shall first notify the Agency in writing of its purported breach or failure, giving the Agency sixty (60) days from receipt of such notice to cure or, if cure cannot be 3200UY.P50 05/22/96 -47- accomplished within sixty (60) days, to commence to cure such breach, failure, or act. In the event the Agency does not then so cure within said sixty days, or if the breach or failure is of such a nature that it cannot be cured within (60) days, the Agency fails to commence to cure within such 60 days and thereafter diligently complete such cure within a reasonable time thereafter but in no event later than one hundred and twenty (120) days, then the Developers shall be afforded all of its rights at law or in equity, by taking all or any of the following remedies: (1) terminating in writing this Agreement (provided, however, that the indemnification provisions of Sections 6.2, 6.7 (b) , 10.7 and 10.9 shall survive such termination) ; and (2) prosecuting an action for damages or specific performance. Section 8.4 Fault of Developer. Except as to events constituting a basis for termination under Section 8.2 , and subject to Section 8 . 11, and provided further that the Agency has satisfied its obligations hereunder with respect to conveying title to the property and exercising its power to give consents and approvals as reasonably requested, the following events each constitute an Event of Default by the Developers and a basis for the Agency to take action against the Developers: (a) The Developers fail to exercise good faith and diligent efforts to satisfy, within the time and in the manner set forth in Article Two and Article Three, one or more of the conditions precedent to the Agency's obligation to convey the Property to the Developers; or (b) The Developers fail to make payments to increase the Good Faith Deposit in the amounts and at the times specified in Section 2 . 10. (c) The Developers refuse to accept conveyance from the Agency of the Property within the time periods and under the terms set forth in Article 3 ; or (d) BRIDGE fails to pay all amounts due under-the Agency Note within the times and in the manner specified in Article 4 and the Agency Note; or (e) The Developers construct or commence to construct the Development in violation of Article 5; or (f) The Developers have not satisfied all material preconditions set forth in this Agreement (unless waived by the Agency in writing) for commencement of construction of the Development by the time for commencement of construction set forth in the Development Schedule, or fail to commence or 32O0UY.PSO OS/22/96 -48- complete construction of the Development within the times set forth in Article 5, or abandon or suspend construction of the Development prior to completion of all construction for a period of sixty (60) days after written notice by the Agency of such abandonment or suspension; (g) The Developers fail to comply with any material obligation or requirement set forth in Article 6; or (h) A Transfer occurs, either voluntarily or involuntarily, in violation of Article 7; (i) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the Agency in connection with this Agreement proves to have been incorrect in any material and adverse respect when made and continues to be adverse to the Agency. (j) A court having jurisdiction shall have made or entered any decree or order (1) adjudging either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers seeking any arrangement for either of the Developers under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers in bankruptcy or insolvency or for any of their properties, or (4) directing the winding up or liquidation of either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers, if any such decree or order described in clauses (1) to (4) , inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this subsection (j) as well; or either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (1) to (4) , inclusive; provided, however, the occurrence of any of the 3200UY-PSO 05/22/96 -49- 59.4 foregoing events with respect to a limited partner of one of the Developers or the limited partner of a general partner in one of the Developers shall not constitute a default if, at the time of a Transfer and Agency approval of the organizational documents of the transferee,. the Developers show to the Agency's reasonable satisfaction that the limited partner's capital contribution to the developer entity was fully satisfied prior to the Transfer. The occurrence of any of the Events of Default in this subsection with respect to BRIDGE or the Partnership or any of the Partners in the Partnership shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced by the Agency Note; or (k) Either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers shall have assigned its assets for the benefit of its creditors (other than pursuant to a standard mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection (k) as well) or prior to sooner sale pursuant to such sequestration, attachment, or execution; provided, however, the occurrence of any of the foregoing events with respect to a limited partner of one of the Developers or the limited partner of a general partner in one of the Developers shall not constitute a default if, at the time of a Transfer and Agency approval of the organizational documents of the transferee, the Developers show to the Agency's reasonable satisfaction that the limited partner's capital contribution to the developer entity was fully satisfied prior to the Transfer. The occurrence of any of the Events of Default in this subsection with respect to BRIDGE or the Partnership or Iany of the Partners in the Partnership shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced by the Agency Note. (1) Either of the Developers shall have voluntarily suspended its business or, if either of the Developers is a partnership, the partnership shall have been dissolved or terminated; or (m) There shall occur any default declared by any lender under any loan document related to any loans, other than the Agency's acquisition loan, secured by a deed of trust on the Development, and all cure periods provided by such loan document have expired without a remedy of-the default and the default has 3200UY.P50 05/22/96 -50- not been waived by the lender. The occurrence of an Event of Default under this subsection shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced by the Agency Note; or (n) Either of the Developers breach any other material provision of this Agreement or any other Agency Document. Upon the happening of any of the above-described events, the Agency shall first notify the Developers in writing of their purported breach, failure or act above described, giving the Developers sixty (60) days from receipt of such notice to cure, or, if cure cannot be accomplished within said sixty (60) days, to commence to cure such breach, failure, or act. If BRIDGE has transferred the Apartment Site and Apartment Improvements to the Partnership, then the Agency shall also give written notice of the purported breach to the limited partner of the Partnership (provided that the Partnership has given the Agency written notice of the limited partner's name and address, and, provided further, that the Agency's failure to provide such notice to the limited partner shall not result in any liability to the Agency) . In the event the Developers or the limited partner of the Partnership, if any, fail to cure within said sixty days, or if such breach is of a nature that it cannot be cured within sixty (60) days, the Developers or the limited partner of the Partnership, if any, fail to commence to cure within said sixty (60) days and diligently complete such cure within a reasonable time thereafter but in no event later than one hundred and twenty (120) days, then, subject to Section 8.11 below, the Agency shall be afforded all of its rights at law or in equity by taking any or all of the following remedies: (1) Termination of this Agreement by written notice to the Developers; provided, however, that the Agency's remedies pursuant to this Article 8 or any other Agency Document and the indemnification provisions of Sections 6.2, 6.7 (b) , 10.7 and 10.9 shall survive such termination; (2) If the default occurs following conveyance of the Property or portion . thereof, prosecuting an action for damages or specific performance with regard to the portions of the Property conveyed to the Developers; (3) Any of the remedies specified in Sections 8.5, 8. 6 (with respect to BRIDGE defaults only) , 8.7 or 8.8; and (4) If the default occurs prior to conveyance of the Property, forfeiture of the Good Faith Deposit to the Agency. 3200UY.P50 05/22/96 -51- Notwithstanding the notice and cure periods set forth above: (x) if a lesser cure period or notice requirement is allowed before a default occurs under any other applicable Agency Document, such periods shall control in this Agreement as well; and (y) with respect to an Event of Default by BRIDGE described in subsection (j) , (k) , or (m) above, the indebtedness evidenced by the Agency Note shall be automatically accelerated, without the need for action by the Agency, the provision of any notice, or the passage of any cure period. Section 8 .5 Right of Reverter. In the event that, following close of Escrow, this Agreement is terminated pursuant to Section 8.4 and such termination occurs prior to issuance of a Certificate of Completion for the Apartment Improvements and/or the Townhome Improvements, then the Agency shall have the right to reenter and take possession of the portion of the Property for which a Certificate of Completion has not been issued and all improvements thereon and to revest in the Agency the estate of the Developers in the Property or such portion thereof. Upon revesting in the Agency of title to the Property, or portion thereof, the Agency shall promptly use its best efforts to resell it consistent with its obligations under state law. Upon any sale or contract for development the proceeds shall be applied as follows: (a) First, to reimburse the Agency for any costs it incurs in managing or selling the Property or portion thereof (after exercising its right of reverter) , including but not limited to amounts to discharge or prevent liens or encumbrances arising from any acts or omissions of the Developer; (b) Second, to reimburse the Agency for damages to which it is entitled under this Agreement by reason of the Developers' default; (c) Third, to the Developers up to the sum of the amount of the purchase price paid to the Agency by the Developers pursuant to Section 4. 2 for the portion of the Property which has reverted to the Agency and the reasonable cost of the improvements the Developers have placed on such portion of the Property and such other reasonable costs Developers have incurred directly in connection with development of the Property (material compliance by the Developer with the approved Financing Plan shall be conclusive evidence of the reasonableness of such costs) ; and (d) Fourth, any balance to the Agency. 3200UY.PSO OS/22/96 -52- t>-V Section 8.6 Acceleration of Notes. In the event of an occurrence of an Event of Default by BRIDGE or an Event of Default with respect to the Apartment Development, the Agency shall have the right to cause all indebtedness of BRIDGE to the Agency under this Agreement and the Agency Note, together with any accrued interest thereon, to become immediately due and payable. BRIDGE waives all right to presentment, demand, protest or notice of protest or dishonor. The Agency may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the Agency as a creditor and secured party under the law including the Uniform Commercial Code, including foreclosure under the Agency Deed of Trust. BRIDGE shall be liable to pay the Agency on demand all expenses, costs and fees (including, without limitation, attorney's fees and expenses) paid or incurred by the Agency in connection with the collection of the Acquisition Loan and the amounts due under the Agency Note, and the preservation, maintenance, protection, sale, or other disposition of the security given for the Acquisition Loan and the amounts due under the Agency Note. Section 8. 7 Right to Cure at Developer's Expense. The Agency shall have the right to cure any monetary default by the Developers under a loan in connection with the Development after notice to Developer of the Agency's intent to cure, but only immediately prior to expiration of all applicable notice and cure periods available to Developer. Each of the Developers agree to reimburse the Agency for any funds advanced by the Agency to cure a monetary default by such Developer upon demand therefore, together with interest thereon at the lesser of the rate of ten percent (100) per annum or the maximum rate permitted by law from the date of expenditure until the date of reimbursement. Section 8.8 Construction Plans. If. the Agreement is terminated pursuant to Sections 8.2 or 8.4, the Developers, at no cost to the Agency, shall deliver to the Agency copies of any construction plans and studies in the Developers' possession or to which Developers are entitled related to development of the Apartment Improvements and the Townhome Improvements on the Property. In the event the Agency utilizes the construction plans or studies, the Agency shall indemnify the Developers for any claims arising from the use of construction plans or studies by the Agency pursuant to this Section 8.8. Section 8.9 Rights of Mortgagees. Any rights of the Agency under this Article 8 shall not defeat, limit or render invalid any Security Financing Interest permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of Security Financing Interests. Any conveyance or reverter of the Property to the Agency pursuant to 3200UY.PSO 05/22/96 -53- CJ y•T this Article 8 shall be subject to Security Financing Interests permitted by this Agreement. Section 8. 10 Remedies Cumulative. No right, power, or remedy given by the terms of this Agreement or the Agency Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given by the terms of any such instrument, or by any statute or otherwise. Neither the failure nor any delay to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. Section 8 . 11 Separation of Defaults and Remedies. Prior to Commencement of Construction of the Development, default hereunder by either of the Developers or with respect to any of the Property shall constitute a default by both Developers for which the Agency may exercise any of its remedies under this Article 8 with respect to both Developers and the entire Property. Following Commencement of Construction of the Development, default by BRIDGE or default related to the Apartment Development shall entitle the Agency to exercise its remedies under this Article 8 with respect only to BRIDGE and the Apartment Development (and not with respect to Martin/Holliday and the Townhome Development) and default by Martin/Holliday or default related to the Townhome Development shall entitle the Agency to exercise its remedies under this Article 8 with respect only to Martin/Holliday and the Townhome Development (and not with respect to BRIDGE and the Apartment Development) . In such event, termination of the Agreement pursuant to Section 8 .4 shall mean termination of the Agreement only with respect to BRIDGE or Martin/Holliday, whichever is in default hereunder. For purposes of this Section 8.11 only, "Commencement of Construction of the Development" shall mean recordation of deeds of trust for construction financing against both the Apartment Site a-nd the Townhome Site (or the portion of the Townhome Site required for the first phase of construction of the Townhome Improvements) . Section 8.12 Waiver of Terms and Conditions. The Agency Deputy Director - Redevelopment may at his or her discretion waive in writing any of the terms and conditions of this , Agreement, or the other Agency Documents, without the Developers completing an amendment to this Agreement. The Deputy Director - Redevelopment may also at his or her discretion agree to modification of the Development Schedule, provided that, with such modification, the required date for completion of the Development is not extended beyond January 30, 2000. No waiver 3200UY.PSO OS/22./96 -54- of any default or breach by the Developers or of the Agency, as applicable, hereunder shall be implied from any omission by the Agency or the Developers, as applicable, to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by the Agency to or of any act by the Developers requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under this Agreement or the Agency Documents, nor shall it invalidate any act done pursuant to notice of default, or prejudice the Agency in the exercise of any right, power, or remedy hereunder or under the Agency Documents, unless in the exercise of any such right, power, or remedy all obligations of the Developers to Agency are paid and discharged in full. Section 8. 13 Right to Negotiate. If one of the Developers fails to perform hereunder (the "Non-Performing Developer") and the other Developer is performing in compliance with this Agreement (the "Performing Developer") , the Agency agrees to negotiate with the Performing Developer for up to sixty (60) days prior to terminating this Agreement on the topic of the Performing Developer acting in the place of the non-Performing Developer under this Agreement; provided, however, that this provision shall not apply in circumstances where the Agency must act promptly to terminate this Agreement in order to preserve its interests hereunder. ARTICLE 9 SECURITY FINANCING AND RIGHTS OF HOLDERS _ Section 9. 1 No Encumbrances Except for Development Purposes. Notwithstanding any other provision of this Agreement, mortgages and deeds of trust, or any other reasonable method of security are permitted to be placed upon the Property but only for the purpose of securing loans approved by the Agency pursuant to the approved Financing Plans. Mortgages, deeds of trust, or other reasonable security instruments securing loans approved by the Agency pursuant to the. approved Financing Plans are each referred to as a "Security Financing Interest. " The words "mortgage" and "deed of trust" as used in this Agreement include all other appropriate modes of financing real estate acquisition, 3200UY.P50 05/22/96 -55- construction, and land development, including any such modes used pursuant to the approved Financing Plans. Section 9.2 Holder Not Obligated to Construct. The holder of any Security Financing Interest authorized by this Agreement is not obligated to construct or complete any improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in conveyances from the Agency to the Developers evidencing the realty comprising the Property or any part thereof be construed so to obligate such holder. However, nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses of improvements provided for or authorized by this Agreement. Section 9. 3 Notice of Default and Right to Cure. Whenever the Agency pursuant to its rights set forth in Article 8 of this Agreement delivers any notice or demand to the Developers with respect to the commencement, completion, or cessation of the construction of the Apartment Improvements or the Townhome Improvements, the Agency shall at the same time deliver to each holder of record of any Security Financing Interest creating a lien upon the Apartment Site or the Townhome Site, as applicable, or any portion thereof, a copy of such notice or demand; provided, however, that the Agency shall have no liability to the holder of a Security Financing Interest for any failure by the Agency to provide notice to such holder. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, but not the obligation, at its option, within one hundred and twenty (120) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default or breach affecting the Property which is subject to the lien of the Security Financing Interest held by such holder and to add the cost thereof to the security interest debt and the lien on its security interest. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Apartment- Improvements, or the Townhome Improvements, as applicable (beyond the extent necessary to conserve or protect such improvements or construction already made) without first having expressly assumed in writing the Developers' obligations to the Agency relating to such improvements under this Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement, the Apartment Improvements to which the lien or title of such holder relates. Any such holder properly completing such Apartment Improvements or the Townhome Improvements, as applicable, pursuant to this paragraph shall assume all rights and obligations of the Developers under this Agreement and shall 3200UY-PSO 05/22/96 -56- 5D'' be entitled, upon written request made to the Agency, to a Certificate of Completion from the Agency. Section 9.4 Failure of Holder to Complete Improvements. In any case where six months after occurrence of an Event of Default by the Developers in completion of construction of the Apartment Improvements or Townhome Improvements under this Agreement, the holder of record of any Security Financing Interest, having first exercised its option to construct, has not proceeded diligently with construction, the Agency shall be afforded those rights against such holder •it would otherwise have against the Developers under this Agreement. Section 9. 5 Right of Agency to Cure. In the event of a default or breach by the Developers of a Security Financing Interest prior to the completion of development, and the holder has not waived or exercised its option to complete the development called for on the Property, the Agency may cure the default, prior to the completion of any foreclosure. In such event the Agency shall be entitled to reimbursement from whichever of the. Developers is the party to the defaulted loan of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be entitled to a lien upon the Apartment Site or Townhome Site, as applicable, or any portion thereof to the extent of such costs and disbursements. The Agency agrees that such lien shall be subordinate to any Security Financing Interest, and the Agency shall execute from time to time any and all documentation reasonably requested by Developer to effect such subordination. Section 9. 6 Right of Agency to Satisfy Other Liens. After the conveyance of title to the Property or any portion thereof and after the Developers have had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Property or any portion thereof, the Agency shall have the right to satisfy any such lien or encumbrances and receive immediate reimbursement of the cost of reimbursement from the Developers; provided, however, that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Property or any portion thereof to forfeiture or sale.' Section 9.7 Holder to be Notified. The provisions of this Article 9 shall be incorporated into the relevant deed of trust or mortgage evidencing each Security Financing Interest to the extent deemed necessary by, and in form and substance reasonably satisfactorily to the Agency, or shall be acknowledged 3200UY.PS0 OS/22/96 -57- by the holder of a Security Financing Interest prior to its coming into any security right or interest in the Property. Section 9.8 Additional Mortgagee Protections. The Agency agrees to make amendments to this Agreement as reasonably requested by a holder of a Security Financing Interest or by a tax credit investor limited partner of the Partnership to provide any reasonably required assurances to such Holder or investor limited partner and the Agency's Deputy Director Redevelopment is hereby authbrized to enter into such amendments without further action by the Agency. ARTICLE 10 GENERAL PROVISIONS Section 10. 1 Notices Demands and Communications. Formal notices, demands, and communications between the Agency and the Developers shall be sufficiently given if and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested or delivered personally, to the principal office of the Agency and the Developers as follows: Agency: Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor Martinez, CA 94553 Attn: Deputy Director - Redevelopment Developers: BRIDGE Housing Corporation One Hawthorne Street, 4th Floor San Francisco, CA 94105 Attn: Lydia Tan _ The Martin Group/Holliday Development 100 Bush Street, Suite 260 San Francisco, CA 94100 Attn: Kathy Greenwold Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate by mail as provided in this Section 10. 1. 3200UY.PSO 05/22/96 -58- 59,4 Section 10.2 Non-Liability of Agency Officials, Employees and Agents. No member, official, employee or agent of the Agency or the County shall be personally liable to the Developers, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developers or successor or on any obligation under the terms of this Agreement. No member, officer, director, shareholder, partner, agent or employee of Developers shall be personally liable hereunder; provided, however, that prior to formation of the Martin/Holliday partnership entity, Martin and Holliday shall be jointly and severably liable for all obligations of Martin/Holliday under this Agreement. Section 10.3 Forced Delay. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due directly or directly to war; insurrection; strikes or other labor unrest; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; litigation (including suits filed by third parties concerning or arising out of this Agreement) ; weather or soils conditions which, in the opinion of the Developers ' contractors, will necessitate delays; inability to secure necessary labor, materials or tools; delays of any contractor, sub-contractor or supplier; acts of the other party; acts or failure to act of any public or governmental agency or entity (other than the acts or failure to act of the Agency) ; or any other causes (other than Developers' inability to obtain financing for the Development) beyond the control or without the fault of the party claiming an extension of time to perform. An extension of time for any cause will be deemed granted if notice by the party claiming such extension is sent to the other within ten (10) days from the date the party seeking the extension first discovered the cause and such extension of time is not rejected in writing by the other party within ten (10) days of receipt of the notice. Times of performance under this Agreement may also be extended in writing by the Agency and the Developers, as set forth in Section 8. 12. Section 10.4 Inspection of Books and Records. . Upon . request, the Developers shall permit the Agency to inspect at reasonable times and on a confidential basis those books, records and all other documents of the Developers necessary to determine Developers' compliance with the terms of this Agreement. The Developers also have the right at all reasonable times to inspect the books, records and all other documentation of the Agency pertaining to its obligations under this Agreement. 3200UY.PSO OS/22/96 _59- Section 10.5 Provision Not Merged with Deeds. None of the provisions of this Agreement are intended to or shall be merged by any grant deed transferring title to any real property which is the subject of this Agreement from Agency to Developers or any successor in interest, and any such grant deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10. 6 Title of Parts and Sections. Any titles of the articles, sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any part of its provision. Section 10.7 General Indemnification. BRIDGE agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Agency) the Agency, its boardmembers, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of BRIDGE's performance or non-performance under any of the Agency Documents, or any other agreement executed pursuant to the Agency Documents, except as caused by the Agency's willful misconduct or negligence. Martin/Holliday agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Agency) the Agency, its boardmembers, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of Martin/Holliday's performance or non-performance under any of the Agency Documents, or any other agreement executed pursuant to the Agency Documents, except as caused by the Agency's willful misconduct or negligence. The provisions of this section shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect. Section 10.8 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State -of California. Section 10.9 No Brokers. All parties represent to the other parties that it has not had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any real estate broker or other person who can claim �t right to a commission or finder's fee. If any broker or finder makes a claim for a commission or finder's fee based upon a contact, dealings, or communications, the party through whom the broker or finder makes this claim shall indemnify, defend with counsel of the indemnified party's choice, and hold the indemnified party 3200UY.P50 05/22/96 -60- harmless from all expense, loss, damage and claims, including the indemnified party's attorneys' fees, if necessary, arising out of the broker's or finder's claim. The provisions of this section shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect. Section 10. 10 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. Section 10. 11 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the party prevailing in any such action shall be entitled to recover against the party not prevailing all reasonable attorney's fees and costs incurred in such action. Section 10. 12 Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the parties hereto except that there shall be no Transfer of any interest by any of the parties hereto except pursuant to the terms of this Agreement. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired an interest in compliance with the terms of this Agreement, or under law. The covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Property. However, on the termination of this Agreement, such covenants and restrictions shall expire. Each and every contract, deed, or other instrument hereafter executed covering or conveying the Property shall be held conclusively to have been executed, delivered, and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed, or other instrument, unless the Agency expressly releases the Property from the requirements of this Agreement. Section 10. 13 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Agency and the Developers as partners, co-venturers, or principal and agent with one another. 3200UY.P50 05/22/96 -61- Section 10. 14 Warranties. The Agency expresses no warranty or representation to the Developers as to fitness or condition of the Property the subject of this Agreement for the building or construction to be conducted thereon. Section 10. 15 Time of the Essence. In all matters under this Agreement, the parties agree that time is of the essence. Section 10. 16 Action by the Agency. Except as may be otherwise specifically provided in this Agreement or another Agency Document, whenever any approval, notice, direction, finding, consent, request, waiver, or other action by the Agency is required or permitted under this Agreement or another Agency Document, such action may be given, made, or taken by the Agency Deputy Director - Redevelopment, or by any person who shall have been designated in writing to the Developers by the Agency Deputy Director - Redevelopment, without further approval by the Agency Board. Any such action shall be in writing. Section 10. 17 Identity and Authority of Developers. The persons executing this Agreement on behalf of BRIDGE do hereby covenant and warrant: that BRIDGE is a duly authorized and existing California nonprofit public benefit corporation; that BRIDGE is and shall remain in good standing and qualified to do business in the State of California; that BRIDGE has full right, power and authority to enter into this Agreement and to carry out all actions on its part contemplated by this Agreement; that the execution and delivery of this Agreement were duly authorized by proper action of BRIDGE and no consent, authorization or approval of any person is necessary in connection with such execution and delivery or to carry out all actions on BRIDGE's part contemplated by this Agreement, except as have been obtained and are in full force and effect or are not required to be obtained until a later date, such as the certificate of occupancy; that the person executing this Agreement on behalf of BRIDGE has full corporate authority to do so; and that this Agreement constitutes the valid, binding and enforceable obligation of BRIDGE. The persons executing this Agreement on behalf of Martin/Holliday do hereby covenant and warrant: that Martin/Holliday is a validly existing California joint venture; that The Martin Group and Holliday Development, Inc. are duly authorized and validly existing California corporations; that Martin/Holliday, The Martin Group, and Holliday Development, Inc. are and shall remain in good standing and qualified to do business in the State of California; that Martin/Holliday have full right, power and authority to enter into this Agreement and to carry out all actions on their parts contemplated by this Agreement; that the execution and delivery of this Agreement were 3200UY-P50 05/22196 -62- duly authorized by proper action of Martin/Holliday, The Martin Group, and Holliday Development, Inc. and no consent, authorization or approval of any person is necessary in connection with such execution and delivery or to carry out all actions on Martin/Holliday's part contemplated by this Agreement, except as have been obtained and are in full force and effect or are not required to be obtained until a later date, such as the certificate of occupancy; that the persons executing this Agreement on behalf of Martin/Holliday, have full joint venture and corporate authority to do so; and that this Agreement constitutes the valid, binding and enforceable obligation of Martin/Holliday. Section 10. 18 Complete Understanding of the Parties. This Agreement is executed in three (3) duplicate originals each of which is deemed to be an original. This Agreement and the attached exhibits constitute the entire understanding and agreement of the parties with respect to the matters set forth in this Agreement. Section 10. 19 Conflict Among Agency Documents. In the event of a conflict between the terms of this Agreement and any other Agency Document, the terms of this Agreement shall control to the extent of such conflict. Section 10.20 Entry by the Agency. The Developers shall permit the Agency, through its officers, agents, or employees, at all reasonable times, and accompanied by a representative of the Developers, to enter into the Development (a) to inspect the works of construction to determine that the same is in conformity with the requirements of this Agreement, and (b) , following completion of construction, to inspect the ongoing operation and management of the Development to determine that the same is in conformance with the requirements of this Agreement. The Agency shall not cause any delay by its entry pursuant to this Section 10.20. The Developers acknowledge that the Agency is under no obligation to supervise, inspect, or inform the Developers of the progress of construction, or operations and the Developers shall not rely upon the Agency therefore. Any inspection by the Agency during the construction is entirely for its purposes in determining whether the Developers are in compliance with this Agreement and is not for the purpose of determining or informing the Developers of the quality or suitability of construction. The Developers shall rely entirely upon their own supervision and inspection in determining the quality and suitability of the materials and work, and the performance of architects, subcontractors, and material suppliers. Notwithstanding any provision of this Agreement to the contrary, neither Developer shall bear any liability to the Agency for injury to any Agency 3200UY.PSO 05/22/96 -63- employee or representative occurring during the exercise of the Agency's right of entry pursuant to this Section 10.20, unless caused by the willful misconduct of the Developers. Section 10.21 Assignment To County. Upon deactivation and dissolution of the Agency pursuant to the provisions of Health and Safety Code Section 33141, all of the rights of •the Agency under this Agreement and the other Agency Documents shall be deemed assigned, and all the duties of the Agency under this Agreement and the other Agency Documents shall be deemed delegated, to the County. . Section 10.22 Recordation of Memorandum of Agreement. A memorandum of this Agreement shall be recorded in the official Records of the County at the time of conveyance of the Property to the Developers by the Agency. 3200UY.PSO OS/22/96 -64- s D,4 IN WITNESS WHEREOF, the Agency and the Developers have executed this Agreement in triplicate on or as of the date first above written. DEVELOPERS: BRIDGE HOUSING CORPORATION, a California nonprofit public benefit co poration By: �!�/ Its: ;PSr jevt THE MARTIN GROUP OF COMPANIES, INC. , a California corporation BY: The Martin Group By: Its: HOLLIDAY DEVELOPMENT, LLC, a limited liability company By: Its: AGENCY: CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and polit c By: m Kenne Its: Dep ty Di for - Re evelopm nt 3200UY.PS0 OS/22/96 -65- IN WITNESS WHEREOF, the Agency and the Developers have executed this Agreement in triplicate on or as of the date first above written. DEVELOPERS: BRIDGE HOUSING CORPORATION, a California nonprofit public benefit corporation By: Its: THE MARTIN GROUP OF COMPANIES, INC. , a California corporation BY: The Martin Group By: Its: HOLLIDAY DEVELOPMENT, LLC, a limited liability compan By: U'p Its: ( �r��►f AGENCY: CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic By: James Kennedy Its: Deputy Director - Redevelopment 3200UY.P50 05/22/96 -65- SPA CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907 t State of ,DIA,,n i G► County of t�Atyl On before me, VIM �• , DATE NAME,TITLE OF OFFICE -E.G.,'JANE DOE&TARY PUBLIC" personally appeared &dthyl_�c , NAME(S)OF SIGNER(S) C personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the persons whose name(z) isAus subscribed to the within instrument and ac- knowledged to me that #e/she/" executed 1 the same in h4/her/44re4r authorized capacity(a"s), and that by h4e/her/t4e4 %My JOANNAJ.ON Z signatures) on the instrument the personSsr),i COMM.*96B%8 Z or the entity upon behalf of which the NotaryPublic—California $ZSANFMNCISCOCOUNTY person) acted, executed the instrument. Comm.Expires SEP 5.1996 WITNESS my hand and official seal. 1 i Z SIGNATURE OF NOT RY 1 1 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL CORPORATE OFFICER a ,� n,n � t_'2'i JV I�f I TITLE OR TYPE OF DOCUM T TmF(S) 1 V ❑ PARTNER(S) ❑ LIMITED 1 ❑ GENERAL �� 1 1 ❑ ATTORNEY-IN-FACT NUMBER OF PAGES 1 ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: 6/map/fbujaq E OF PERSON(S)OR ENTITY(IES) ! AA 1'A44- 0151- -'F:QRa /p at_ IN SIUIGNER(S)WOTHE THAN NAM D ABOVE 01993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave.,P.O.Box 7184-Canoga Park,CA 91309-7184 19V3� CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Cal i f o rn i s L County of Contra Costa 1 1_ On July 1 , 1996 before me, Pat Cc rum, Notary Date Name and Tittle of Officer(e.g.,'Jane Doe,Notary Public') personally appeared--------------**`JAMES KENNEDY***----------------------------- Nme(s)of Signer(s) ®personally known to me-OR to be the person( whose name($)is/ace subscribed to the within instrument and acknowledged to me that he/sheAhe*executed the C same in his/heAheirauthoriied capacity,and that by PAThis/berltbei-signatureV)on the instrument the person, 1� COWA MM or the entity upon behalf of which the personal acted, 1 WM IWbk-CaYiW executed the instrument. COMMA COSTA COLM My Comm.84*w JUN 30.MN zip WITNES y hand a fficial seal. i ignature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: D i spos 1 t i on and Deve 1 opment Agreement Document Date: May 1996Number of Pages: 65 plus attachm• is Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: James Kennedy Signer's Name: --------- 1 1 ❑ Individual ❑ Individual V Corporate Officer ❑ Corporate Officer 1 Title(s): Deputy DT rector-Redeve l opment Title(s): 1 ❑ Partner—❑ Limited ❑General ❑ Partner—❑ Limited ❑ General 1 ❑ Attorney-in-Fact ❑ Attorney-in-Fact 1 ❑ Trustee _ ❑ Trustee ❑ Guardian or Conservator `-- ❑ Guardian or Conservator ❑ Other: Top of thumb here ❑ Other: Top of thumb here 1l - Signer Is Representing: Signer Is Representing: Z l 01994 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-8827 State of California County of San Francisco On May 31, 1996 before me, Donna D. Godbout, Notary Public, personally appeared Michael A. Covarrubias, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. DONNA D.GODBOUT (l comm.#986987 Z Le NotSAN PLIIc-CWOMIa Donna D. Godbout, Nota Public sAN nnA11 o COUNTY Comm.E�Ires MAR 7,1997 BPP:FORMS:1008:DG:2/96 State of California County of San Francisco On May 31, 1996 before me, Donna D. Godbout, Notary Public, personally appeared Richard M. Holliday, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. DONNA D.GODBOUi COMM.#986987 Donna D. Godbout, Notary Public "• t MATEO COUNTY My comm.Entree MAR 7.1997 BPP:FORMS:1008:DG:2/96 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 3200RP.PSO OS/06/96 A-1 Order No. 764429 Customer Reference: None Page No. 9 w LEGAL DESCRIPTION REAL PROPERTY in an unincorporated area, County of Contra Costa, State of California, described as follows: Portion of Rancho Las Juntas, described as follows: PARCEL ONE Beginning on the.West line of the Southern Pacific Railroad Right of Way, at the southeast comer of the 3.19 acre parcel of land described as Parcel One in the Deed from George S. Bennett, et ux, to Naomi F. West, dated May 24, 1946 and recorded June 13, 1945 In Book 600 of Official Records, at Page 427; thence .from said point of beginning, South 711 20' 20" West along said West One, 100.53 feet to the northeast comer of the parcel of land described as Parcel One In the Deed from Naomi F.West to Leslie A. Connell, et ux, dated March 5, 1946 and recorded March 8, 1946 (File No. 6080); thence South 38" 05'West along the North line of said Connell Parcel, 250.01 feet to the northwest comer thereof; thence North 50 15' East, 100 feet to the southwest comer of said 3.19 acre parcel of land;thence North 880 05' East along said South One, 253.70 feet to the point of beginning. EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Lewis H. Albers, et W. recorded May 22, 1952 in Book 1936 of Official Records, at Page 372 ALSO EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Lewis H.Albers, et al, recorded August 28, 1975, in Book 7605 of Official Records, at Page 700. A.P.No.: 148-191-008 PARCEL TWO: Beginning at the West-One of the right of way of the Southern Pacific Railroad Company (San Ramon Branch) distant thereon South 71, 20' 20"West, 631.70 feet from the South line of the 10 acre parcel of Land described in the Deed to Henry E. Bown, recorded September 14, 1909,Book 146, Deeds, Page 232; thence from said point of beginning South 70 20'20"West along the West One of said railroad right of way, 76.41 feet to the South One of the parcel of land described as Parcel One in the Deed to Naomi F.West, recorded June 13, 1945, Book 817, Official Records, Page 239; thence South 881, 05' West along the South One of said West Parcel 247.20 feet to the southwest comer thereof;thence North 5° 15'East along the West One of said West Parcel, 76 feet to a point which bears South 880 05'West from the point of beginning; thence North 880 05' East, 250.01 feet to the point of beginning. EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Vincent Rositano, et al., and recorded May 22, 1952, Book 1936 of Official Records, Page 372 First American Title Omer No. 764429 Customer Reference: None Page No. 10 ALSO EXCEIPTING THEREFROM: The interest conveyed to the County of Contra Costa, by Deed from John H. Sutter, recorded November 3, 1977, Book 8576, Official Records, Page 307. A.P.No.: 148-191-015 PARCEL THREE Beginning at the southeast comer of the parcel of land described in the Deed from Paul R. Glubtich, et ux, to Amer L Gregg, et ux, recorded August 18, 1945,in Book 826 of Official Records, Page 251;thence North 70 20'20" East along the East One of said Parcel also being the west line of the right of way of the Southern Pacific Railroad (San Ramon Branch), a distance of 18028 feet to the southeast comer of the parcel of land-described in the Deed from Paul R.Glubetic h, et ux, to Naomi F.West, recorded June 13, 1945, in Book 817 of Official Records, Page 239;thence South 880 05'West along the South line of said Parcel; 253.70 feet to the West line of said Gregg Parcel(826 OR 251);thence along the West and South Ones of said last mentioned parcel, South 5" 15'West. 179.35 feet and North 580 05' East, 240.57 feet to the point of beginning. EXCEPTING THEREFROM: 1. That portion conveyed to the County of Contra Costa by Deed from Vincent Rositano, et al, recorded May 22, 1952, Book 1936, Official Records, Page 372. 2. That portion conveyed to Contra Costa County by Deed recorded November 10, 1975, Book 7680, Page 653, Official Records. A.P.No.: 148-191-010 PARCEL FOUR Commencing on the centerline of the County Road known as Wayside Lane (formerly Sunset Lane) as described in the Deed from Virgil F. Taylor, et al, to Contra Costa County, recorded May 22, 1952, in ,r Volume 1936 of Official Records at Page 372, at the southeast comer of the 2.84 acre parcel of land described in the Deed to Artice S.Warner,recorded December 11, 1946 in Volume 424 of Official Records at Page 185, the point of beginning; thence from the point of beginning, along the South One of said Warner Parcel(424 O.R. 185), South 890 16'00"West 249.41 feet to the southwest comer of said Warner Parcel; thence South 50 15' 00" West 103.22 feet; thence South 84" 51' 34" East 131.35 feet; thence North 870 51' 00" East 117.68 feet to the centeriine of said County Road(1936 O.R. 372); thence along said centerline. North 50 15' 00" East 113.81 feet, to the point of beginning. A.P.Nos.: 148-192-004 and 005 PARCEL FIVE: Commencing at the centerline of the County Road known as Wayside Lane (formerly Sunset Lane) as described In the Deed from Virgil F. Taylor et-al, to Contra Costa County, recorded May 22, 1952 in Volume 1936 of Official Records at Page 372, at the southeast comer of the 2.84 acre parcel of land described in the Deed to Artice S.Warner,recorded December 11, 1946 in Volume 424 of Official Records at Page 185; thence along said centerline, South 5" 15' 00"West 113.81 feet to the point of beginning; thence from said point of beginning, South 87" 51' 00"West 117.68 feet; thence North 84" 51' 34"West First American Title Order No. 764429 Customer Reference: None Page No. 11 131.35 feet; ftnce South 50 15' 00"West 103.78 feet to the North line of the 1.09 acre parcel of land described in the Deed to Emma May Goldworthy, et wx recorded April 23, 1925 in Volume 505 of Deeds at Page 176; thence along said North One, North 880 05 00" East 250.00 feet to the centerline of said County Road(1936 O.R.372); thence along said centerline, North 50 15'00*East 88.00 feet, to the point of beginning. A.P.No.: 148-192-006 PARCEL SIX: Commencing at the intersection of the western One of the right of way of Southern Padfic Railroad (San Ramon Branch) with the Deed from Wallace Clark to Henry E. Broom, dated September 10, 1909 and recorded in Book 146 of Deeds, at Page 232; thence along said western One of said right of way South 710 20'20"West,883.39 feet to a point on the northern One of County Road;thence along the northern line of said road South 88' 05 West, 400.57 feet; thence North 01° 55' West, 189.52 feet to a point on the North One of that parcel of land described in the Deed from Job Henry West, et ux, to Job Henry West, et ux, recorded December 19, 1938, Book 456, Official Records, Page 499, which point is the true point of beginning of this description; thence North 880 05' East along the said North One, 158.63 feet to a point on the western One of that parcel of land described in the Deed from J.H. West, et al to the County of Contra Costa, recorded May 22, 1952, Book 1936, Official Records, Page 372; thence running along the westerly One of the said County of Contra Costa Parcel, South 50 15'West, 11.66 feet;North 880 05 East, 5.04 feet and South 50 15'West,79.05 feet;thence leaving said westerly line South 886 05'West, 152.35 feet to a point bearing South 01" 55' East, from the true point of beginning; thence North 010 55'West, 90.00 feet to the true point of beginning. EXCEPTING THEREFROM: That portion conveyed to Contra Costa County, by Deed recorded July 28, 1961, Book 3919, Official Records, Page 258. A.P.No.: 148-192-008 PARCEL SEVEN: ,. Commencing at the intersection of the western One of the right of way of the Southern Pacific Railroad , (San Ramon Branch)with the southern boundary One of the ten acre parcel of land described in the Deed to Henry E. Brown, recorded in Book 146, Deeds, Page 232; thence along said western line of said right of way South 7" 20' 20"West, 888.39 feet to a point of the northern One of County Road known as Las Juntas Way;as said Road existed in January 1960;thence along the northern line of said Road South 88° 05'West,400.67 feet to the true point of beginning of this description; thence North 01°55 West, 189.52 feet to a point on the North One of that parcel of land described in the Deed to Job Henry West, et ux, recorded December 19, 1938, Book 486, Official Records, Page 499; thence running along the exterior Ones of said West Parcel, South 880 OS West, 66.17 feet and South 5" 15' West, 191.01 feet to a point on the northern line of said County Road; thence North 880 OS East, along said northern One, .90.00 feet to the true point of beginning. First American Title Order No. 764429 Customer Reference: None Page No. 12 EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed recorded July 28, 1961, Book 3919, Page 258, Official Records. A.P.No.: 148-192-009 PARCEL EIGHT. Beginning at the southeast comer of the panel ofland described in the Deed from Frank M. Lentz, et WC, to Ralph L Sutherland, et ux, recorded October 13, 1961,In Book 3972 of Official Records, at Page 403; thence from said point of beginning, North 0110 55' West, along the East line of said Sutherland Pa (3972 OR 403),99.52 feet to the southwest comer of the parcel of land described in the Deed from Evelyn B. Lentz, et vir, to John S.Storkerson, et ux, recorded August 13, 1962,in Book 4180 of Oficial Records, at Page 412, thence North 88' 05' East, along the South One of said Storkersen Parcel (4180 OR 412), 152.35 feet to the West line of the parcel of land described in the Deed from J.H.West, et al, to Contra Costa County, recorded May 22, 1952, in Book 1936 of Official Records, at Page 372;thence along said West line. South 50 15' West 82.62 feet and southeasterly along the arc of a tangent curve to the right having a radius of 20.00 feet, an arc distance of 28.91 feet to the South One of the parcel of land described In the Deed from Ethel M. West to Frank M. Lentz, et wx recorded November 14, 1960, in Book 3742 of Official Records, at Page 547; thence South 88"05'West,along said South One, 122.20 feet to the point of beginning. EXCEPTING THEREFROM: The parcel of land described In the Deed from Frank M. Lentz, et wx to Contra Costa County, recorded June 28, 1961, in Book 3919 of Official Records, Page 258. A.P.No.: 148-192-010 PARCEL NINE: A portion of Wayside Lane as described in the Deed from Lewis H.Albers, et al., to Contra Costa County, x recorded May 22, 1952, in Book 1936 of Official Records at Page 372, records of Contra Costa County, State of California, described as follows: Beginning at the southwesterly comer of that parcel of land vacated by Deed October 11, 1983, in Book 11488 of Official Records at Page 186, Records of Contra Costa County; thence from said point of beginning along the southerly One of said Parcel(11488 OR 186)North 890 16'00"East 50.27 feet to the southeasterly comer of said Parcel (11488 OR 186); thence along the East One of Wayside Lane the following three courses, South 50 15' 00"West 212.95 feet; South 880 05' 00"West 5.04 feet; South 50 15' 00"West 156.68 feet; thence southeasterly along a tangent curve, concave to the northeast, having a radius of 20.00 feet, through a central angle of 9711 10' 00"an arc distance of 33.92 feet, to a point of cusp; being a point on the northerly right-of-way One of Las Juntas Way;thence along said northerly One South 88' 05' 00" West 42.74 feet; thence North 50 15' 00" East 10.08 feet; thence South 88" 05' 00" West 42.89 feet to a point on the northerly line of Las Juntas Way also being a point of cusp with a tangent curve concave to the northwest, havingg-a radius of 20.00 feet; thence northerly along said curve through a central angle of 82' 50' 00"; an arc distance of 28.91 feet; thence along the westerly line of Wayside Lane North 5° 15' 00" East 365.63 feet to the point of beginning. First American Title NOTICE 1 Section 12413.1 of the California Insurance Code.effective January 1.19M,requires that any title insurance company,underwritten title company, or controlled escrow company handling Amds in an escrow or sub-escrow capacity.wait a specified number of days after depositing funds, before recording any doaunerft in connection with the transaction or disbursing tends. This statute allows for Amds deposbI by wire transfer to be disbursed the sacra day as de:posIL In the case of cashiers checks or certified checks, lards-may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days.or more. please use wire.transfer, cashiers chedks. or certified checks whenever possible. tf you have any questions about the effect of this new taw,please contact y=local l=ust American office for more details. NOTICE 11 As of January 1.1991. Ifthe transaction which Is the subject of this reportwill be a sale.you,as a party to the transaction, may have certain tax reporting and withholding obligations pursuant to the state law refemed to below. In accordance with Sections 18662 and 18668 of the Revenue and Taxation Code,a buyer may be required to withhold an amount equal to three and one-third percent of the sales price in the lose of the disposition of Cafdomia real property Interest by either. 1.A seller who Is an indr Mual with a last known street address outside of California or when the disbursement Instructions authorize Me proceeds be sent to a financial intermediary of the seller. OR 2. A corporate seller which has no permanent place of business in Cafdomia. The buyer may become subject to penalty for failure to withhold an amount equal to the lesser of 10 percent of the amount required to be withheld or free hundred dollars ($500). However. notwithstanding any other provision included in the California 3b*tes referenced above, no buyer will be required to withhold any amount or be subject to peeralty for failure to withhold if 1. The sales price of the California real property conveyed does not exceed one hundred thousand dollars (100,000). OR 2. The seller executes a written certificate, hinder the penalty of perjury. certifying that the seller Is a resident of California, or I a corporation, has a perrnanent place of business in California, OR 3. The seller,who Is an individual, executes a written certificate, under the penalty,of perjury.that the Caf ria real property being conveyed Is the sakes principal residence (as defined In Section 1034 of the Internal Revenue Code). The seller is subject to penalty for knowingly ding a fraudulent certificate for the:purpose of avokft the withholding requirement. The Cafifomfa statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis. The parties to this transaction should seek an attorney's, accountant's, or other tax speciallsYs opinion concerning the effect of this s; law on this transaction and should not act on any statements made or ornitted by the escrow or dosing officer. THE SELLER MAY REQUEST A WAVER BY CONTACTING. Franchise Tax Board Withhold at Source Unit P.O. Book 651 Sacramento, CA 95812-0651 (916) 845.4900 FANC�0 LAS JUNTAS NOTLE is THIS MAP MAYOR MAY NOT BEA.SURVE7 OF THE LAND DEPICTED HEREON. IT IS N0T TO EE RELIED UPON FOR ANY RURPOS 3E-THERt HAN ORIENTING ONE'S SELF AS 10 THE GENIEClAG.00ATION OF THE PARCEL OR PARCVLS OF IPTERES .FIRST AMERICAN TITLE COMPANY ASSUMES NO 1,81 LIT� FOR LOSc'' OR DAMAGE RESULTING FROM a—?"IANCE THEREN. VM TRAC-r 045 10-24-S3 4.124 AC 4 > 18 Ad 5- 192 SEE 14a/180/04s,c- FOR THIS PTN OF 7, C/) fA ul ont 0 G Pare-e! Cn Iwo 4i ve- A ch pactcl cu- !Q 71 @ z lip, WAY 17 LAS JUNTAS EXHIBIT B MAP OF THE PROPERTY SHOWING LOCATION OF APARTMENT SITE AND TOWNHOME SITE 3200ILPSO 05/06/96 B-1 ov'O Y Y N A t� � �@Be �� FOPS IG }1. f �<Wj � 1C•�s�!'. ' `�{m;,-:_yi']Lf��Rf�t��\� .1�f� , l y♦ yv �..wrr•'�r}�}A +. •+� a\lr t•'. lsa�� t. •1'i1[1��1�:�11 !C•4> `r .<1 rr s�a ...- 'r.',•t`s�� s� ¢� �� N'/YL�'"';ttil �ll« S �tf�''' .,'l�sl•�`�+31zT tl'. S •� �' '• fi^'do r 1 1 '� t.•►L"3 "' � •y,<ira %Toll _ E All �a�,?„�e.•�..'y. •••;n.."a' •��.� �' ^✓i 41�=�jx+`"`,� `aa' as ��pj a.t...•Stir 4 vii A. lin Nx 16 AMA :.:,;;�:c. —¢9i`�.. ,.ao'.—dS'�.• ��” i- ',��,tssl.sr�.�' � F \ � t !,�s. +•a. ti: 4� ;• t � r� iy:5 ✓.e:.'.G•a h- 3' _j ' ,,,, , ✓�• y IIS 1�f .< " OM ��'� �. � �.�" si „� �V✓4«^=�s'x•�^..,\t. iy�i <f yt�,_ ,�..,-'�,�.4Z1'ha� �. ,)� ,.•r<.,,. �,• < {tR r I - W�"�!,<.,Ys� ��'�' ; t`i �` 'Y,". r�i�u`"rte�TM w-"r:sc<�- fir C if ' -'�''y. i �•s� s �r x 1>0';t \ .Py {'� <?F })� s1 �- '� rr� ,,,•. �� - \.`.� ._`�!,�os,�,�ey, f a� ... + vw�'. lilt s �:� tr.5,, w.Y .y+.=':� a'1 ✓"'.f+ � i._ t.,'(r c�,� -> i� ui<� ��,1R,A.•�A"�� i)� t f\ r,� 7 "�� l�E`�.,3'ti,`f� rw`v`7 !'<l'•r�r;.�,�4 l.. �.�',�'�y�'dig w l; �� r <ir�i r' �\~.,.an'^'r`:•7y� ,,,�.F'.;ig'�, tlk�,.1��,�ftti.�� S, Jt. •: ♦ S i• : �� +ate Lt •,Gh< Z:d•r t y%1, < ♦t:' �et's`% .77i� .�,:ra�4 ,}.`3 "'` J+" �C a 3r,�.,, ti ,,.tr� `�a;•.dr { •,�:-'. r:.' •C• •��' .$,: �:.�`.�sl+'�t7`E�.^L_,,s .5'µ�•.' 't"- +� ..?.y e+��,_ S".f t`t_�>i��":l'°"� .'�....+.`.-""�" :;.'• ,c.:,t,"r'��<^p'�.oi.`ice "'�L�iVy"•"'T•:.•: �... ♦�:�{ iq �2. ...�1. e Dj r w 4 � o, lie �q TRACT 6345 M.B. 274-12 10-24-83 ew 4.124 AC h A f_` ✓ ? P ..�La ? 20 P r SEE 14E '57FOR T! ��•6I~�•-/w 134 S` 597'SYw lrl66' Q t cl .ck �.1M�iR 6Qt7' 156.63` +r23?� IRA", v .n Z , IL 15235 q r7�, 2S 2c .N �'C!B•45't' LAS JUNTAS $ WAY .,� EXHIBIT C FINANCING PROPOSALS 3200TI"SO OS/06/96 C-1 APQr'�'wtK� J t; urk D GAM Bel � »�a»� n a as aging! or jtx � f $ ill FRR«2 « RSC M a Rs«MA R.x'?A 13I I i t •��7.AX.XX ��e�v iSXAX �.4-.s=� 8'z-11n'8-L ��=� ��~ ��=� ��=• a�"e ... �� r eeoee $+.e�w e�owv eew-" •.oee x.= . Z .�• � � 4 4 iiSh fit.� L•.8a so ll l ... v $ � '19.4 A BRe�o w.-��(f 8 Sa h$SxS&$ RR3xCFCSabRQa«=fix r � . 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E'n n 'ng Plan -Townhomes: The MartinGolliday Team has the financial capacity to undertake the anticipated development of the Coggins Square ownership project Currently,them is strong interest in the lending community to finance entry level home ownership opportunities. Lenders prefer infill projects which are fully entitled,smaller in scale,well located in areas with strong demographics and market demand. This proposed project meets each of these target objectives. The townhome development will be conventionally financed through an interim construction loan. The amount of this financing will equal approximately 75%of the project's value. We anticipate that the project will be phased in two development blocks,with the second phase commencing only after sales objectives in the initial phase are achieved 4 The source of repayment for the construction financing will be the net proceeds from the sale of units to individual homeowners. 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O O O 0: N N N c0 G v C r b O O N tib C9 a. to b a 19 1 ( N n a v v N N .`; c9 19 19 w 1 1 i �N► v v :� �r 1 1 1 N • 1 i I �' 1 1 I :► 0-1 N1 I O O O O O O O O O O O O O O O O O O 00 O O 'CN 00 I 1 I O O O O 1) 00 co O a m b O C tO m 0 1 1 1 C 0 b b a :ir o b r h of no 1:fZ O a O N M to N M N 1 1 1 a V v N a lei v 1 I 1 S t00 T" a° Y O O O m a S O S O .b- O lV r N N N O c0 N r N N W r � M E "� m E a = m m 1 'm �1 of m M se c1 _ m cc w m Z cis ml c O o0 o Z-a an P m lcQ 1 a i a � �1 a °J m � mm c �yE � c m x f- Am co 1U.. 1 ( ZI V w�j o: tl1E y p o 1�cr � go a 1- m �o c W 1 ( I Q o _i oW a� V O' ca 3 Zm E J w L^� C.- O I 1 1 v -tc, Em € c c � v > m X � 10u` « �� ` as a cE m_ $ o ova < 15 C� iO p 4[ o � L a I I 1 JU aaCg < .�U 2 < a) + w0. a ►- a � U C Coggins Square - Townhomes SUMMARY PROFORMA 6/9/95 ------------------------------------------- I Sales Revenue (Project Mix) P(�p IM ,mare Feet No. of Units Price/S. F. Price/Unit Project Total A 1/Loft-1 Ba. 800 15 $175.00 $140,000 $2,100,000 B 2 Bd.-2 Ba 1.000 32 $165.00 $165,000 $5.280,000 C 3 8d.-2 Ba 1.200 z $154.17 $185.000 $1.295.000 Totals: 52,400 54 $8,675,000 Averages: 970 $165.55 $160.648 Upgrade Income (Net) RM $1.500 $81.000 TOTAL PROJECT REVENUE $167.10 $162,148 $8,756,000 ------------------------------------------------ - 11. DeveloRment Costs Project Total Per Unit per aq. Ft. Land Value $600,000 $11.111 $11.45 Closing Costs $50.000 $926 $0.95 Subtotal $650,000 $12.037 $12.40 Hard Costs Unit Construction $65.00 $3,406,000 $63,074 $65.00 Common Areas $5.00 $262.000 $4.852 $5.00 Architect/Engineer $300,000 $5.556 $5.73 Permits/Fees $810.000 $15.000 $15.46 Subtotal $4,778,000 $88,481 $91.18 Finance Loan Fees 2.00% $131,340 $2,432 $2.51 Interest 11.00% $324.923 $6.017 $6.20 Subtotal $456,263 $8,449 $8.71 Sales & Marketing Models/Sales Office $125,000 $2.315 $2.39 Advertising " $175,000 $3,241 $3.34 Sales Commissions 2.00% $173.500 $3.213 $3.31 Subtotal $473,500 $8.769 $9.04 Soft Costs >w• Insurance/Bonds $76,500 $1,417 $1.46 Legal;DRE $50.000 $926 $0.95 Escrow; Incentives $2,000 $108,000 $2.000 $2.06 HOA $17,850 $331 $0.34 Property Taxes $20,000 $370 $0.38 Overhead $450,000 $8,333 $8.59 Warranty $3,000 $162.000 $3.000 $3.09 Subtotal $884.350 $16,377 $16.88 Contingency BY* $351.000 $6.500 TOTAL DEVELOPMENT COSTS $7,593,113 $140.613 $144.91 TOTAL PROJECT REVENUES. $8.756.000 $162.148 $167.10 NET PROFIT $1.162,887 $21,535 $22.19 Return on Cost ---- 15.32% ----- EXHIBIT D-1 APARTMENT SITE DEVELOPMENT SCHEDULE Action Final Date of Action 1. Submission of Schematic Design Plans to Agency Completed 2. Application for Final Development Plan and Lot Line Adjustment (including architectural detailing, site plan, landscape plan, etc. ) October 1, 1996 3. Submission to Agency of Apartment Financing Plan (including construction and permanent lender commitments, preliminary tax credit reservation, and equity investor commitment letter) August 1, 1997 4. Submission to Agency of evidence of availability of funds August 1, 1997 5. Conveyance of the Apartment Site November 1, 1996 6. Commencement of Construction of the Apartments Improvements August 30, 1997 7. Completion of Construction of the Apartment Improvements January 1, 1999 3200UQ.P50 05/21/96 D-1 EXHIBIT D-2 TOWNHOME SITE DEVELOPMENT SCHEDULE Action Final Date of Action 1. Submission of Schematic Design Plans to Agency Completed 2. Application for Final Development Plan, Lot Line Adjustment and Condominium Plan (including architectural detailing, site plan, landscape plan, etc. ) October 1, 1996 3. Submission to Agency of Townhome Financing Plan (including lender commitments, and evidence of equity investment as required by Financing Plan) August 1, 1997 4. Submission to Agency of evidence of availability of funds 'August 1, 1997 5. Conveyance of first phase Townhome Site and Commencement of Construction of first phase of the Townhome Improvements August 30, 1997 6. Completion of Construction of first phase of the Townhome Improvements June 30, 1998 7. Conveyance of second phase Townhome Site and Commencement of Construction of second phase of Townhome Improvements May 30, 1998 8. Completion of second phase of Townhome Improvements March 30, 1999 9. Conveyance of third phase Townhome Site and Commencement of Construction of third phase of Townhome Improvements February 28, 1999 10. Completion of third phase of Townhome Improvements January 30, 2000 3200VO.P50 05/22/96 D-2 C �j-y, f EXHIBIT E FINAL DEVELOPMENT PLAN 3200morso E-1 05/06/sb EXHIBIT F Form of Agency Grant Deeds EXHIBIT F-1 FORM OF AGENCY GRANT DEED (APARTMENT SITE) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, N. Wing, 4th Floor Martinez, CA 94553 Attention: Deputy Director No fee for recording pursuant to Government Code Section 27383 GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California ("Grantor") , acting to carry out redevelopment purposes pursuant to the Community Redevelopment Law of the State of California, hereby grants to BRIDGE Housing Corporation, a California nonprofit public benefit corporation ("Grantee") , the real property (the "Property") described in Exhibit A attached hereto and incorporated in this Grant Deed by this reference. 1. The Property is conveyed subject to the Disposition and Development Agreement for the Coggins Square Development (as amended from time to time, the "Agreement") by and between Grantor and Grantee, executed as of , 1996. 2. The Grantee hereby covenants and agrees, for- itself and its successors and assigns, that the Grantee and such successors and assigns shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the improvements required to be constructed pursuant to the Agreement (the "Apartment Improvements") , and that such construction shall be commenced and completed within the times provided in the Agreement. 3200UF.PSO F1-1 05/2]/96 50,+ Promptly after completion of the Apartment Improvements on the Property in accordance with the provisions of the Agreement, the Grantor shall furnish the Grantee with -an appropriate instrument so certifying (a "Certificate of Completion") . Such Certificate of Completion by the Grantor shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in this Grant Deed with respect to the obligations of the Grantee and its successors and assigns to construct the Apartment Improvements and the dates for the beginning and completion of such construction. 3 . The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and thereafter, the Grantee shall devote the Property only to the uses permitted by the Agreement. 4 . The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and thereafter, the Grantee or its successors and assigns shall operate and maintain the Property and Apartment Improvements thereon in compliance with all requirements for operation and maintenance set forth in the Agreement. 5. The Grantee covenants and agrees, for itself and its successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any . person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with .reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the Improvements thereon. All deeds, leases or contracts made relative to the Property and the Improvements thereon or any part thereof, shall contain or be subject to substantially the following non-discrimination clauses: a. In deeds: "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, 3200UF.P50 F1-2 05/21/96 Sfl,►� use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " b. In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through the Grantee, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee, or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land herein leased. " C. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease; sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee, or any person claiming under or through the transferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land. " 6. The Grantee represents and agrees that the Property will be used for the purposes of timely redevelopment as set forth in the Agreement and not for speculation in landholding. The Grantee further recognizes that in view of the following factors, the qualifications of the Grantee are of particular concern to the community and the Grantor: 320OUF.PSO F1-3 OS/21/96 a. The importance of the redevelopment of the Property to the general welfare of the community; and b. The land acquisition assistance and other public aids that have been made available by law and by . the government for the purpose of making such redevelopment possible; and C. The reliance by the Grantor upon the unique qualifications and ability of the Grantee to serve as the catalyst for development of the Property and upon the continuing interest which the Grantee will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the Grantor in the development of the Property; and d. The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Grantee or the degree thereof is for practical purposes a transfer or disposition of the Property; and e. The fact that the Property is not to be acquired or used for speculation, but only for development and operation by the Partnership in accordance with the Agreement; and f. The importance to the Grantor and the community of the standards of use, operation and maintenance of the Property. The Grantee further recognizes that it is because of such qualifications and identity that the Grantor has entered into the Agreement and has conveyed the Property to the Grantee. For the reasons stated above, the Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the Agreement, or the Property and the Apartment Improvements thereon or any part thereof, or of other ownership interest in the Grantee in violation of the Agreement. No voluntary or involuntary successor in interest of the Grantee shall acquire any rights or powers under this Grant Deed or the Agreement except as expressly set forth in this Grant Deed or the Agreement.. 7. The Agency hereby reserves to. itself an easement across the Property (the "Childcare Easement") , in the location described in Exhibit A attached hereto and incorporated herein, subject to the following terms and conditions: 3200UF.P50 F1-4 05/21/96 (a) Use. The Childcare Easement shall be used solely for the purpose of providing a playground and recreation area in conjunction with the child daycare facilities on the _adjoining real property more particularly described in the attached Exhibit B ("Childcare Parcel") . The Agency intends to grant a license to the owner and/or operator of the Childcare Parcel (the "Licensee") to use the Childcare Easement. The Agency or the Licensee shall not erect any permanent buildings or structures on the Childcare Easement except playground or like structures and fencing. (b) Exclusivity. The Childcare Easement shall be exclusive, except that the Agency may, by license, assign its rights to use the Childcare Easement to the Licensee, and the Grantee may use (or grant others the right to use) the Childcare Easement for access to the Property and to adjoining lands in conjunction with construction, repair or maintenance of buildings, structures or other improvements on the Property and adjoining lands. If the Childcare Easement is used for such access, the access shall be carried out in a manner that minimizes to the extent feasible interference with use of the Childcare Easement and the Grantee shall repair or replace any improvements on the Childcare Easement that are damaged or destroyed as a result of such access. (c) Improvements. Upon termination of the Childcare Easement, all improvements on the Childcare Easement shall become the property of the Grantee and shall not be removed from the Property without the consent of the Grantee. (d) Taxes. Agency (or its Licensee) shall pay all property taxes, assessments, or similar charges levied on the Childcare Easement or any interest therein or improvements thereon. In the absence of a separate assessment of the Childcare Easement by the County Assessor, property taxes, assessments, and similar charges due on the Childcare Easement shall be determined by a square footage proration of the taxes, assessments, and similar charges assessed against the land portion of the Property (and excluding the assessments against the improvements on the Property) . (e) Indemnity. The Agency shall cause the Licensee to indemnify, defend and hold harmless the Grantee and its agents, employees or officers against any claim or liability for injury or damage to person or property occurring on the Childcare Easement or arising out of any act or failure to act of the Licensee, its agents, employees, officers, partners, contractors, subcontractors, licensees, invitees, customers, clients, tenants 3200UF.P50 FI-5 05/21/96 or subtenants on, in or with respect to the Childcare Easement except, with respect to each indemnified party, as the same may be caused by the negligence of such indemnified party. (f) Burden and Benefit. It is intended that the Childcare Easement be of benefit to the Agency and be binding on Grantee's successors and assigns in and to the Property. 8. The covenants contained in Sections 2, 3, 4, and 6 regarding construction, use, operation and maintenance, and transfers of interests, shall remain in effect for the Term of the Agreement (as defined in the Agreement) . The covenants contained in Section 5 regarding non-discrimination and Section 7 regarding the Childcare Easement shall remain in effect in perpetuity unless the Childcare Easement is abandoned by the Grantor. 9. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement or otherwise approved by the Agency; provided however, that any successor of Grantee to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title. was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 10. The covenants contained in Sections 2 , 3, 4, 5 and 6 of this Grant Deed shall, without regard to technical classification or designation, legal or otherwise specifically provided .in this Grant Deed, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by the Grantor, its successors and assigns, the County of Contra Costa and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during- which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of any breach of any of such covenants, the Grantor and such aforementioned parties shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be . for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties. 3200UF.P50 F1-6 05/21/96 V'4 11. Subject to and in accordance with the procedures and provisions of Section 8 . 5 and 8 . 11 of the Agreement and any amendments made to the Agreement pursuant to Section 9.8 of the Agreement, the Grantor shall have the right, at its option, to reenter and take possession of the Property hereby conveyed, or such portion thereof, with all Apartment Improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if the Agreement is terminated with respect to the Grantee pursuant to Section 8. 4 of the Agreement prior to recordation of a Certificate of Completion for the Apartment Improvements. The Grantor shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section, including also the right to execute and record or file with the Recorder of the County of Contra Costa a written declaration of the termination of all rights and title of the Grantee, and its successors in interest and assigns, in the Property, and the reverting of title thereto in the Grantor. Any delay by the Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that Grantor should not be constrained so as to avoid the risk of being deprived of or limited to the exercise of the remedy provided in this Section because of concepts of waiver, laches, or others) , nor shall any waiver in fact made by the Grantor with respect to any specific default by the Grantee, its successors and assigns, be considered or treated as a waiver of the rights of the Grantor with respect to any other defaults by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. 12 . Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the rights to consent and agree to changes or to eliminate i-1 whole or in part any of the covenants contained in this Grant Deed or, prior to the issuance of a Certificate of Completion, to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property. 3200UF.P50 F1-7 05/21/96 J"•T In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties hereto and their successors in interest that the Agreement shall control. 13. This Grant Deed may be executed and recorded in two or more counterparts, each of which shall be considered for all purposes a fully binding agreement between the parties. IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed in triplicate as of this 199_ GRANTEE: GRANTOR: BRIDGE Housing Corporation, Contra Costa County a California nonprofit Redevelopment Agency, a public public benefit corporation body, corporate and politic By: By: Its: Its: 3200UF.P50 F1-8 05/21/96 EXHIBIT A LEGAL DESCRIPTION OF THE APARTMENT SITE INCLUDING RESERVATION OF CHILDCARE EASEMENT 320OUP.PSO F1-9 05/21/96 EXHIBIT B LEGAL DESCRIPTION OF CHILDCARE PARCEL 3200UF.PSO FI-10 OS/21/96 EXHIBIT F-2 FORM OF AGENCY GRANT DEED (TOWNHOME SITE) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, N. Wing, 4th Floor Martinez, CA 94553 Attention: Deputy Director No fee for recording pursuant to Government Code Section 27383 GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California ("Grantor") , acting to carry out redevelopment purposes pursuant to the Community Redevelopment Law of the State of California, hereby grants to The Martin Group/Holliday Development, a joint venture ("Grantee") , the real property (the "Property") described in Exhibit A attached hereto and incorporated in this Grant Deed by this reference. 1. The Property is conveyed subject to the Disposition and Development Agreement for the Coggins Square Development (as amended from time to time the "Agreement") by and between Grantor and Grantee, executed as of , 1996. 2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Grantee and such successors and assigns shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the improvements required to be constructed pursuant to the Agreement (the "Townhome Improvements") , and that such construction shall be commenced and completed within the times provided in the Agreement. Promptly after completion of each of the units and the common area of the Townhome Improvements in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee 3200UH.P50 F2-1 05/21/96 with an appropriate instrument so certifying (a "Certificate of Completion") . Such Certificate of Completion by the Grantor shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in this Grant Deed with respect to the obligations of the Grantee and its successors and assigns to construct the portion of the Townhome Improvements described in the Certificate of Completion and the dates for the beginning and completion of such construction. 3. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and thereafter, the Grantee or its successors and assigns shall maintain the Property and Townhome Improvements thereon in compliance with all requirements for maintenance set forth in the Agreement. 4. The Grantee covenants and agrees, for itself and its successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation,. .marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the Improvements thereon. All deeds, leases or contracts made relative to the Property and the Improvements thereon or any part thereof, shall contain or be subject to substantially the following non-discrimination clauses: a. In deeds: "The grantee herein covenants by and for itself, its heirs, executors, administrators, -and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, 3200UH.P50 F2-2 05/21/96 subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " b. In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators and assigns, and - all persons claiming under or through the Grantee, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee, or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land herein leased. " C. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex,, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee, or any person claiming under or through the transferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land. " 5. The Grantee represents and agrees that the Property will be used for the purposes of timely redevelopment as set forth in the Agreement and not for speculation in landholding. The Grantee further recognizes that in view of the following factors, the qualifications of the Grantee are of particular concern to the community and the Grantor: a. The importance of the redevelopment of the Property to the general welfare of the community; and b. The land .acquisition assistance and other public aids that have been made available by law and by the government for the purpose of making such redevelopment possible; and 3200UH.P50 F2-3 05/21/96 C. The reliance by the Grantor upon the unique qualifications and ability of the Grantee to serve as the catalyst for development of the Property and upon the continuing interest which the Grantee will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the Grantor in the development of the Property; and d. The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Grantee or the degree thereof is for practical purposes a transfer or disposition of the Property; and e. The fact that the Property is not to be acquired or used for speculation, but only for development and operation by the Partnership in accordance with the Agreement; and f. The importance to the Grantor and the community of the standards of use, operation and maintenance of the Property. The Grantee further recognizes that it is because of such qualifications and identity that the Grantor has entered into the Agreement and has conveyed the Property to the Grantee. . . For the reasons stated above, the Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the Agreement, or the Property and the Townhome Improvements thereon or any part thereof, or of other ownership interest in the Grantee in violation of the Agreement. No voluntary or involuntary successor in interest of the Grantee shall acquire any rights or powers under this Grant Deed or the Agreement except as expressly set forth in this Grant Deed or the Agreement. 6. The covenants contained in Sections 2, 3, and 5 regarding construction, maintenance, and transfers of interests, shall remain in effect for the Term of the Agreement (as defined in the Agreement) . The covenants contained in Section 4 regarding non-discrimination shall remain in effect in perpetuity. 7. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in- any way impair the lien 3200UH.P50 F2-4 05/2]/96 or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement or otherwise approved by the Agency; provided, however, that any successor of Grantee to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 8. The covenants contained in Sections 2, 3, 4 and 5 of this Grant Deed shall, without regard to technical classification or designation, legal or otherwise specifically provided in this Grant Deed, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by the Grantor, its successors and assigns, the County of Contra Costa and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of any breach of any of such covenants, the Grantor and such aforementioned parties shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties. 9. Subject to and in accordance with the procedures and provisions of Section 8. 5 and 8 . 11 of the Agreement and any amendments made the Agreement pursuant to Section 9 .8 of the Agreement, the Grantor shall have the right, at its option, to reenter and take possession of the Property hereby conveyed, or such portion thereof, with all Townhome Improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if the Agreement is terminated with respect to the Grantee pursuant to Section 8.4 of the Agreement prior to recordation of a - Certificate of Completion for the Townhome Improvements. The Grantor shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section, including also the right to execute and record or file with the Recorder of the County of Contra Costa a written declaration of the termination of all rights and title of the Grantee, and its successors in interest and. assigns, in the Property, and the reverting of title thereto in the Grantor. Any delay by the Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section shall not operate as a waiver of such rights or to 3200UH.PSO F2-5 05/21/96 deprive it of or limit such rights in any way (it being the intent of this provision that Grantor should not be constrained so as to avoid the risk of being deprived of or limited to the exercise of the remedy provided in this Section because of concepts of waiver, laches, or others) , nor shall any waiver in fact made by the Grantor with respect to any specific default by the Grantee, its successors and assigns, be considered or treated as a waiver of the rights of the Grantor with respect to any other defaults by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. 10. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the rights to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed or, prior to the issuance of a Certificate of Completion, to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and not .to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property. In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties hereto and their successors in interest that the Agreement shall control. 11. This Grant Deed may be executed and recorded in two or more counterparts, each of which shall be .considered for all purposes a fully binding agreement between the parties. 3200UH.P50 F2-6 05/21/96 IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed in triplicate as of this , 199_ GRANTEE: GRANTOR: The Martin Group/Holliday Development Contra Costa County By: The Martin Group Redevelopment Agency, a public body, corporate and politic By: By: Its: Its: By: Holliday Development By: Its: 3200UH.P50 F2-7 05/21/96 EXHIBIT G FORM OF AGENCY NOTE Promissory Note $350, 000 Martinez, California 199 FOR VALUE RECEIVED, BRIDGE Housing Corporation, a California nonprofit public benefit corporation or its successor or assign approved by the Agency (the "Developer") , promises to pay to the Contra Costa County Redevelopment Agency (the "Agency") , or order, the principal sum of Three Hundred Fifty-Thousand Dollars ($350, 000) , with interest as provided below. 1. Disposition and Development Agreement. This promissory note (the "Note") is made pursuant to the terms of the Disposition and Development Agreement for Coggins Square Housing Development between the Developer, the Martin Group/Holliday Development and the Agency, executed as of , 1996 (the "DDA") . All capitalized terms used but not defined in this Note shall have the meanings set forth in the DDA. 2. Interest; Repayment Terms. The indebtedness evidenced by.. this Note shall bear interest at the rates and shall be due and payable at the times and in the manner set forth in Section 4.2 of the DDA. If the Developer fails to make any payment under this Note ten (10) days after the date when due, the delinquent amount shall bear interest from the date due until the date paid at the lesser of ten percent (10%) per annum or the maximum rate permitted by law. Such interest amount shall be in addition to the late charge set forth in Section 3 below. 3 . Late Charge. The Developer acknowledges that late payment of amounts owing under this Note will cause the Agency to incur costs not contemplated by this Note, the exact amount of such costs being difficult and impractical to assess. Such costs include without limitation, processing and accounting charges. Therefore, if any payment under this Note is not received within thirty (30) days of the date due, Developer agrees to pay to the Agency an additional amount of Two Hundred Dollars ($200) as a late charge. The parties agree that the late charge represents a 3200UJ.P50 05/21/96 G-1 I reasonable sum considering all the circumstances existing at the date of the execution of this Note and represents a fair and reasonable estimate of the costs the Agency would incur by reason of late payment and that proof of actual damages would be costly and inconvenient. Acceptance of a late charge shall not constitute a waiver of default and' shall. not prevent the Agency from exercising any other rights or remedies available to the Agency. Any payment deferred in accordance with the provisions of this Note shall not be subject to a late charge. 4. Prepayment. As more fully set forth in Section 4.3 of the DDA, the Developer shall have the right to prepay all or a portion of the principal and interest due under this Note without any charge or penalty being made therefor. 5. Aaency Deed of Trust. This Note is secured by the Agency Deed of Trust of even date herewith to the Title Company, as Trustee. 6. Acceleration. As more fully set forth in Sections 8.4 and 8. 6 of the DDA, upon the occurrence of an Event of Default by Developer or as defined in the DDA or Agency Deed of Trust, the Agency shall have the right to declare all of the unpaid principal and accrued interest immediately due and payable. Neither acceptance by the Agency of the payments provided for herein nor any failure by the Agency to pursue its legal and equitable remedies upon default shall constitute a waiver of the Agency's right to require prompt payments when due of all principal and interest owing or to declare a default and exercise all of its rights under this Note, the Agency Deed of Trust, the DDA, and the other Agency Documents. 7. No Offset. The Developer hereby waives any rights of offset it now has or may hereafter have against the Agency, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note. S. Waiver; Attorneys ' Fees. The Developer and any endorsers or guarantors of this Note, for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest, and demand, and notice of protest, dishonor and non-payment of this Note, and expressly waive any rights to be released by reason of any extension of ' time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waive the right to plead any and all statutes of limitations as a defense to any demand on this Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attorneys' 3200UJ.P50 05/21/96 G-2 fees. If an action is instituted on this Note, the undersigned promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys' fees in such action. 9. Manner and Place of Payment. All payments of principal and . interest and any late charge due under this Note, as well as any additional payments set forth in the Agency Deed of Trust, shall be payable in lawful money of the United States of America at the office of the Agency as set forth in Section 10. 1 of the DDA or at such other address as the Agency may provide to the Developer by notice in accordance with Section 10. 1 of the DDA. 10. Nonrecourse Obligation. Except as expressly provided in the second paragraph of this Section 10, the Developer, the Developer's officers, directors, employees and agents, and the Developer's partners (if the Developer is a partnership) shall not have any direct or indirect personal liability for payment of the principal of, or interest on, this Note or of any other monetary obligation arising under this Note or the performance. of the covenants of the Trustor under the Agency Deed of Trust securing this Note. The sole recourse of the Agency with respect to the principal of, or interest on, the Note and defaults by Trustor in the performance of its covenants under the Agency Deed of Trust shall be to the property securing the indebtedness evidenced by the Note. No judgment, or execution thereon, entered in any action, legal or equitable, on the .Note or the Agency Deed of Trust shall be enforced personally against the Developer, but shall be enforced only against the property described in the Agency Deed of Trust and such other or further security as, from time to time, may be hypothecated for .the Note; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Agency, or (b) be deemed in any way to impair the right of the Agency to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note and the performance of Trustor's obligations under the Agency Deed of Trust, except as hereafter set forth. Nothing contained herein is intended to relieve the Developer of personal liability for: (1) fraud or willful misrepresentation; (2) the failure to pay taxes, assessments or other charges which may create liens on the Property that are payable or applicable prior to any. foreclosure under the Agency 3200UJ.P50 OS/21/96 G-3 Deed of Trust (to the full extent of such taxes, assessments or other charges) ; (3) the fair market value of any personal property or fixtures removed or disposed of by Developer other than in accordance with the Agency Deed of Trust; (4) the misapplication of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Property (to the extent of the misapplied proceeds or awards) ; (5) the Developer's indemnification obligations under Sections 6.7, 10.7, and 10.9 of the DDA; and (6) any rental income or other income arising with respect to the Property received by the Developer after the Agency has given notice to the Developer of the occurrence of an Event of Default and not applied to pay debt service and other operating costs of the Development unless otherwise applied pursuant to an order of a court of competent jurisdiction. 11. Assignment. The Agency' s rights under this Note may be assigned by the Agency in its discretion. 12. Conflict. If any term or provision of . this Note conflicts with any term or provision of the DDA, the term or provision of the DDA shall control to the extent of such conflict. BRIDGE HOUSING CORPORATION, a California nonprofit public benefit corporation By: Its: 3200UJ.P50 05/21/96 G-4 EXHIBIT H FORM OF AGENCY DEED OF TRUST RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, N. Wing, 4th Floor Martinez, California 94553 Attention: Deputy Director - Redevelopment No fee for recording pursuant to Government Code Section 27383 AGENCY DEED OF TRUST AND SECURITY AGREEMENT . THIS AGENCY DEED OF TRUST ("Agency Deed of Trust") is made as of this day of , 1996, by and among BRIDGE Housing Corporation, a California nonprofit public benefit corporation ("Trustor") , California Land Title Company, a California corporation ("Trustee") , and the Contra Costa County Redevelopment Agency, a public body, corporate and politic ("Beneficiary") . FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's fee interest in the property located in the County of Contra Costa, State of California, that is •described in the attached Exhibit A, incorporated herein by this reference (the "Property") . TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including (without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto; 3200UM.P50 05/21/96 H-1 TOGETHER WITH any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property; TOGETHER WITH all building materials and equipment now or hereafter delivered to said property and intended to be installed therein; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property; TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by and proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for .severance damages to the extent Beneficiary has an interest in such awards for taking as provided in Section 4. 1 herein; and TOGETHER WITH all of Trustor's interest in all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution. therefor, whether or not the same are, or shall be attached to said building or buildings in any manner. All of the foregoing, together with the Property, is herein referred to as the "Security. " To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever. . 3200UM.P50 05/21/96 H-2 FOR THE PURPOSE OF SECURING: (a) Payment of just indebtednesses of Trustor to Beneficiary as set forth in the Agency Note (defined in Article .l below) until paid or cancelled. Said principal and other payments shall be due and payable as provided in the Agency Note. Said Agency Note and all its terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; and (b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Agency Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein; and (c) Performance of every obligation, covenant or agreement of Trustor contained herein and in the Loan Documents (defined in Section 1. 2 below) . AND TO PROTECT THE SECURITY OF THIS Agency Deed of Trust, TRUSTOR COVENANTS AND AGREES: ARTICLE 1 DEFINITIONS In addition to the terms defined elsewhere in this Agency Deed of Trust, the following terms shall have the following meanings in this Agency Deed of Trust: Section 1. 1 The term "DDA" means that certain Disposition and Development Agreement for the Coggins Square Housing Development between Trustor, the Martin Group/Holliday Development and Beneficiary, dated as of , 1996, providing for the Beneficiary to loan to the Trustor Three Hundred Fifty Thousand Dollars ($350, 000) for the acquisition of the Property. Section 1.2 The term "Loan Documents" means this Agency Deed of Trust, the Agency Note, the DDA, the Regulatory Agreement, and any other debt, loan or security instruments between Trustor and the Beneficiary relating to the Property. Section 1.3 The term "Agency Note" means the promissory note in the principal amount of Three Hundred Fifty Thousand Dollars ($350,000) of even date herewith executed by the Trustor in favor of the Beneficiary, the payment of which is secured by this Agency Deed of Trust. (A copy of the Agency Note is on file 3200UM.P50 05/21/96 H-3 504 with the Beneficiary and terms and provisions of the Agency Note are incorporated herein by reference. ) Section 1.4 The term "Principal" means the aggregate of all amounts required to be paid under the Agency Note. Section 1.5 The term "Regulatory Agreement" means that certain regulatory agreement of even date herewith executed by ' the Trustor and the Beneficiary with respect to the Property, as required by the DDA. ARTICLE 2 MAINTENANCE AND MODIFICATION OF THE PROPERTY AND SECURITY Section 2 . 1 Maintenance and Modification of the Property by Trustor. The Trustor agrees that at, all times prior to full payment of the sum owed under the Agency Note, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals deemed proper and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security. Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of thirty (30) days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security of any part thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent (said agency being coupled with an interest) with the authority, but without any obligation, to file for record any notices of completion or cessation of labor or any other notice that Beneficiary deems necessary or desirable to protect its interest in and to the Security or the Loan Documents; provided, however, that Beneficiary shall exercise its rights as agent of Trustor only in the event that Trustor shall fail to take, or shall fail to diligently continue to take, those actions as hereinbefore provided. 3200UM.PSO OS/21/96 H-4 Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or claims as Beneficiary shall specify upon laborers, materialmen, subcontractors or other persons who have furnished or claim to have furnished labor, services or materials in connection with the Security. Nothing herein contained shall require Trustor to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting provided that Trustor shall, within thirty (30) days after the filing of any claim of lien, record in the Office of the Recorder of Contra Costa County, a surety bond in an amount 1 and 1/2 times the amount of such claim item to protect against a claim of lien. Section 2 .2 Granting of Easements. Without Beneficiary's prior written consent, which consent shall not be withheld unreasonably, Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security, except for: (i) an easement for joint use of the community facilities on the Property to the occupants of the Townhome Improvements (as defined in the DDA) ; and (ii) those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law. As to these exceptions, Beneficiary will grant and/or direct the Trustee to grant such easements. ARTICLE 3 TAXES AND INSURANCE; ADVANCES Section 3 . 1 Taxes, Other Governmental Charges and Utility Charges. Trustor shall pay, or cause to be paid, at least fifteen (15) days prior to the date of delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; provided, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3 . 1. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security; provided, however, if such taxes, assessments or 3200UM.P50 05/21/96 H-5 5o,+ charges may be paid in installments, Trustor may pay in such installments. Except as provided in clause (b) of the first sentence of this paragraph, the provisions of this Section 3 . 1 shall not be construed to require that Trustor maintain a reserve account, escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies. In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the maximum rate permitted by law, shall become an additional obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such. amounts. Section 3 .2 Provisions Respecting Insurance. Trustor agrees to provide insurance conforming in all respects to that required under the Loan Documents during the course of construction and following completion, and at all times until all amounts secured by this Agency Deed of Trust have been paid and all other obligations secured hereunder fulfilled, and this Agency Deed of Trust reconveyed. All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time prior to the Beneficiary's receipt of the entire Principal and all amounts secured by this Agency Deed of Trust. Section 3 . 3 Advances. In the event the Trustor shall fail to maintain the full insurance coverage required by this Agency Deed of Trust or shall fail to keep the Security in accordance with the Loan Documents, the Beneficiary, after at least ten (10) business days prior notice to Trustor, may (but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Beneficiary shall become an additional obligation of the Trustor to the Beneficiary (together with interest as set forth below) and shall be secured hereby, which 3200UM.P50 05/21/96 H-6 amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the lesser of ten percent (10%) per annum or the maximum rate permitted by law. ARTICLE 4 DAMAGE, DESTRUCTION OR CONDEMNATION Section 4. 1 Awards and Damages. (a) All judgments, awards of damages, settlements . and compensation made in connection with or in lieu of (1) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction of the Property or in any part thereof by insured casualty, and (3) any other injury or damage to all or any part of the Property ("Funds") are hereby assigned to and shall be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any funds and, subject to subsection (b) below, is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its sole option. The Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Agency Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. (b) The Beneficiary shall release to Trustor for use in rebuilding the improvements on the Property the amounts so collected and recovered by the Beneficiary, provided that Beneficiary demonstrates to the reasonable satisfaction of the Agency that it holds or will hold sufficient funds to rebuild the improvements in the same size, character and quality as the damaged or destroyed improvements. Application of all or any part of the Funds collected and received by the Beneficiary or the release thereof shall not cure or waive any default under this Agency Deed of Trust. The rights of the Beneficiary under this Section 4 . 1 are subject to the rights of any senior mortgage lender. ARTICLE 5 AGREEMENTS AFFECTING THE PROPERTY; FURTHER ASSURANCES; PAYMENT OF PRINCIPAL AND INTEREST Section 5. 1 Other Agreements Affecting Property. 3200UM.P50 05/21/96 H-7 59.4 The Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Loan Documents and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof. Section 5.2 Agreement to Pay Attorneys' Fees and Expenses. In the event of any Event of Default (as defined below) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Agency Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Agency Deed of Trust, and shall bear interest from the date such expenses are incurred at the lesser of ten percent (10%) per annum or the maximum rate permitted by law. Section 5. 3 Payment of the Principal. The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Agency Note in the amounts and by the times set out therein. Section 5.4 Personal Property. To the maximum extent permitted by law, the personal property subject to this Agency Deed of Trust shall be deemed to be fixtures and part of the real property and this Agency Deed of Trust shall constitute a fixtures filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Agency Deed of Trust shall constitute a security agreement under the California Commercial Code. Section 5. 5 Financing Statement. The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts which the Beneficiary may reasonably request so as to enable the 3200UM.P50 05/21/96 H-8 Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Agency Note in accordance with their terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument. Section 5. 6 Operation of the Security. The Trustor shall operate the Security (and, in case of a transfer of a portion of the Security subject to this Agency Deed of Trust, the transferee shall operate such portion of the Security) in full compliance with the Loan Documents. Section 5.7 Inspection of the Security. At any and all reasonable times upon seventy-two (72) hours' notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect the Security. Section 5.8 Nondiscrimination. The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use., occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land. ARTICLE 6 HAZARDOUS WASTE Trustor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions. 3200UM.P50 05/21/96 H-9 Trustor shall not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances, " hazardous wastes, " "hazardous materials, " or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as. "Hazardous Materials") except such' of the foregoing as may be customarily kept and used in and about multifamily residential property. Trustor shall immediately advise Beneficiary in writing if at any time it receives written notice of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Trustor or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, ("Hazardous Materials Law") ; (ii) all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above hereinafter referred to a "Hazardous Materials Claims") ; and (iii) Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to-be classified as "border-zone property" under the provision of California Health and Safety Code, Sections 25220 et sea. or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law. Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall indemnify and hold harmless Beneficiary and its board members, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation: (a) all foreseeable consequential damages; (b) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (c) all reasonable costs and expenses incurred by Beneficiary 3200UM.P50 05/21/96 H-10 in connection with clauses (a) and (b) , including but not limited to reasonable attorneys' fees; provided, however, that with respect to any such liability arising from Hazardous Materials that were present on the Property at the time it was conveyed to the Trustor, the maximum cumulative liability of the Trustor to the Agency, its boardmembers, officers and employees pursuant to the foregoing indemnity, shall be Fifty Thousand Dollars ($50, 000) . Without Beneficiary's prior written consent, which shall not be unreasonably withheld, Trustor shall not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might, in Beneficiary's reasonable judgement, impair the value of the Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction, (ii) Trustor will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by Beneficiary. The Trustor hereby acknowledges and agrees that (i) this Article is intended as the Beneficiary's written request for information (and the Trustor's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726. 5, and (ii) each representation and warranty in this Agency Deed of Trust or any of the other Loan Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition of the property is intended by the Beneficiary and the Trustor to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736. 3200UM.PSO 05/21/96 H-11 In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726. 5 (e) (3) ) or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726. 5 (e) (1) ) , then, without otherwise limiting or in any way affecting the Beneficiary's or the Trustee's rights and remedies under this Agency Deed of Trust, the Beneficiary may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Trustor to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726. 5 (a) , the Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726. 5(d) (1) , if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Trustor knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the Beneficiary in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5 (b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the rate specified in the Agency Note until paid, shall be added to the indebtedness secured by this Agency Deed of Trust and shall be due and payable to the Beneficiary upon its demand made at any time following the conclusion of such action. ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES Section 7. 1 Events of Default. The following shall constitute Events of Default following the expiration of any applicable notice and cure periods: (1) failure to make any payment to be paid by Trustor under the Loan Documents, which failure continues uncured for ten (10) days following written notice thereof to Trustor by Beneficiary; (2) failure to observe or perform any of Trustor's other material covenants, agreements or obligations under the Loan Documents, including, without limitation, the provisions concerning 3200UM.P50 OS/21/96 H-12 914 discrimination, which failure continues uncured for sixty (60) days following written notice thereof to Trustor by Beneficiary or such lesser period as may be specified for cure in such Loan Documents with respect to a particular default; or (3) failure to make any payment or perform any of Trustor's other covenants, agreements, or obligations under any other debt instruments or regulatory agreement secured by the Property, which default shall not be cured within the times and in the manner provided in such documents. If the Trustor is a limited partnership and the limited partner has given the Agency written notice of its name and address, the Agency shall send a copy of any notice of default to such limited partner, provided that the Agency's failure to provide such notice shall not result in any liability to the Agency, and the limited partner shall have the right to cure any default of Developer within the same time periods as are specified above. Section 7 .2 Acceleration of Maturity. If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default and the unpaid Principal of the Agency Note shall immediately become due and payable, upon written notice by the Beneficiary to the Trustor (or automatically where so specified in the Loan Documents) , and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right. Section 7 .3 The Beneficiary's Right to Enter and Take Possession. If an Event of Default shall have occurred and be continuing, the Beneficiary may: (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part. thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any Event of Default or Notice of Default (as defined below) hereunder or invalidate any act done in response to such Default or pursuant to such Notice of Default and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to 3200UM.P50 05/21/96 H-13 SO exercise every right provided for in this Agency Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Agency Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold . ("Notice of Default and Election to Sell") , which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Contra Costa County; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. Section 7.4 Foreclosure By Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall give notice to the Trustee (the "Notice of Sale") and shall deposit with Trustee this Agency Deed of Trust which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the unpaid principal amount of the Agency Note is immediately due and payable) , and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee .may require. (a) Upon receipt of such notice from the Beneficiary, . Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Agency Deed of Trust. Trustee shall, without demand on Trustor, after lapse ofsuch time as may then be required by law and after recordation of such Notice of Default and Election to Sell and after Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in said Notice of Sale,. whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by the Trustor according to California Civil Code Section 2924g(b) , at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the 3200UM.P50 05/21/96 H-14 . �•rl property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale, and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of: (i) the unpaid Principal amount of the Agency Note; (ii) all other amounts owed to Beneficiary under the Loan Documents; (iii) all other sums then secured hereby; and (iv) the remainder, if any, to Trustor. (c) Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale.. Section 7. 5 Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and. without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof) , and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated.. Section 7. 6 Remedies Cumulative. No right, power or remedy conferred upon or reserved to the Beneficiary by this Agency Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity. 3200UM.P50 05/21/96 H-15 Section 7.7 No Waiver. (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Agency Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or implied, by the Beneficiary to or any breach by the Trustor in the performance of the obligations hereunder shall be deemed or construed to be a consent to or waiver of obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor. (b) If the Beneficiary (i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not exercise any right granted in the Loan Documents, (.iv) releases any part of the Security from the lien of this Agency Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Documents, (v) consents to the granting of any easement or other right affecting the Security, or (vi) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Agency Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co-signer, - endorser, surety or guarantor (unless expressly released) ; nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Agency Deed of Trust be altered thereby. Section 7.8 Suits to Protect the Security. The Beneficiary shall have power to (a) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Agency 3200UM.PSO 05/21/96 H-16 Deed of Trust, (b) preserve or protect its interest (as described in this Agency Deed of Trust) in the Security, and (c) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary. Section 7.9 Trustee May File Proofs of Claim. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date. Section 7. 10 Waiver. The Trustor waives presentment, demand for payment, notice of dishonor, notice of protest and nonpayment, protest, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing under the Agency Note or in proceedings against the Security, in connection with the delivery, acceptance, performance, default, endorsement or guaranty of this Agency Deed of Trust. ARTICLE 8 MISCELLANEOUS Section 8. 1 Amendments. This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor. Section 8.2 Reconveyance by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid or forgiven, and upon surrender of this Agency Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto. 3200UM.PSO 05/21/96 H-17 Section 8. 3 Notices. If at any time after the execution of this Agency Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and (1) if intended for Beneficiary shall be addressed to: . Contra Costa County Redevelopment Agency 651 Pine Street, N. Wing, 4th Floor Martinez, CA 94553 Attn: Deputy Director - Redevelopment and (2) if intended for Trustor shall be addressed to: BRIDGE Housing Corporation One Hawthorne, 4th Floor San Francisco, CA 94105 Attn: Executive Director Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (1.0) days prior to the date such change is desired to be effective. Section 8 .4 Successors and Joint Trustors. Where an obligation is created herein binding upon Trustor, the obligation shall also apply to and bind any transferee or .successors in interest. Where the terms of the Agency Deed of Trust have the effect of creating an obligation of the Trustor and a transferee, such obligation shall be deemed to be a joint and several obligation of the Trustor and such transferee. Where more than one entity signs as Trustor, all obligations of Trustor shall be deemed to be a _ joint and several obligation of each and every entity and person signing as Trustor. 3200UM.PSO 05/21/96 H-18 5E4 Section 8. 5 Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not part of this Agency Deed of Trust. Section 8. 6 Invalidity of Certain Provisions. Every provision of this Agency Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Agency Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Agency Deed of Trust. Section 8.7 Governing Law. This Agency Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Section 8 .8 Gender and Number. In this Agency Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires. Section 8.9 Agency Deed of Trust, Mortgage. Any reference in this Agency Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage. Section 8. 10 Actions. Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security. 3200UM.P50 05/21/96 H-19 Section 8. 11 Substitution of Trustee. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Agency Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee. Section 8. 12 Statute of Limitations. The pleading of any statute of limitations as a defense to any and all obligations secured by this Agency Deed of Trust is hereby waived to the full extent permissible by law. Section 8 . 13 Acceptance by Trustee. Trustee accepts this Trust when this Agency Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending .sale under this Agency Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 3200UM.P50 05/21/96 H-20 IN WITNESS WHEREOF, Trustor has executed this Agency Deed of Trust as of the day and year first above written. TRUSTOR: BRIDGE Housing Corporation a California nonprofit public benefit corporation By: Its: STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On 199_, before me, the undersigned, a Notary Public ,personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. 3200UM.P50 05/21/96 H-21 EXHIBIT I FORM OF REGULATORY AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor Martinez, CA 94533 No fee for recording pursuant to Government Code Section 27383 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS This Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement") is made and entered into as of this day of , 199 by and between the Contra Costa County Redevelopment Agency, a public body corporate and politic (the "Agency") , and BRIDGE Housing Corporation, a California nonprofit public benefit corporation (the "Developer") . RECITALS 1. The Agency, the Developer, and the Martin Group/Holliday Development have entered into a Disposition and Development Agreement for the Coggins Square Housing Development., dated as of , 1996 (the "DDA") under which the Agency will convey certain real property (the "Apartment Site") to the Developer and the Agency will make an acquisition loan to the Developer (the "Agency Loan") for development on the Apartment Site of eighty-six (86) residential units affordable to low and moderate income households (the "Apartment Development") . Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the DDA. 2. The Agency has agreed to convey the Apartment Site and to make the Agency Loan on the condition that the Apartment Development be maintained and operated in accordance with restrictions concerning affordability, operation, and maintenance of the Development, as specified in this Agreement and the DDA. 32000O.P50 05/21/96 I-1 3 . The Agency intends to apply the units in the Development, to the extent permitted by law, toward satisfaction of its project area housing production obligations under California Health and Safety Code Section 33413 (b) (2) for the Pleasant Hill BART Station Area Redevelopment Project Area. To serve this purpose, the Agency is restricting the units in the Apartment Development pursuant to this Agreement so that they remain affordable to households with incomes as specified herein for the longest feasible time. 4 . In consideration of conveyance of the Apartment Site and receipt of the Agency Loan at an interest rate substantially below the market rate, the Developer has further agreed to observe all the terms and conditions set forth below. 5. In order to ensure that the entire Apartment Development will be used and operated in accordance with these conditions and restrictions, the Agency and the Developer wish to enter into this Agreement. THEREFORE, the Agency and the Developer hereby agree as follows. ARTICLE 1 DEFINITIONS 1. 1 Definitions When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Article 1. (a) "Actual Household Size" shall mean the actual number of persons in the applicable household. (b) "Adjusted Income" shall mean the total anticipated annual income of all persons in a household, as calculated in accordance with 25 California Code of Regulations Section 6914 or pursuant to a successor State housing program that utilizes a reasonably similar method of calculation of adjusted income. In the event that no such program exists, the Agency shall provide the Developer with a reasonably similar method of calculation of adjusted income as provided in said Section 6914 . (c) "Agency" shall mean the Contra Costa County Redevelopment Agency and, in the event the Agency ceases to exist, the County of Contra Costa or such successor entity as the County may designate. 3200UO.P50 05/21/96 1-2 (d) "Agency Deed of Trust" shall mean the deed of trust to the Agency on the Apartment Site which secures repayment of the Agency Loan and performance of the DDA and this Agreement. (e) "Agency Loan" shall mean all funds loaned to the Developer by the Agency pursuant to the DDA. (f) "Agency Note" shall mean the promissory note from the Developer to the Agency evidencing all or any part of the Agency Loan. (g) "Agreement" shall mean this Regulatory Agreement and Declaration of Restrictive Covenants. (h) "Apartment Development" shall mean the Apartment Site and the eighty-six (86) residential units to be developed on the Apartment *Site, as well as any additional improvements, and all landscaping, roads and parking spaces existing thereon, as the same may from time to time exist. (i) "Apartment Site" shall mean the real property described in Exhibit A attached hereto and incorporated herein. (j) "Assumed Household Size" shall mean, subject to the modification set forth in Section 2.5, a household of one person in the case of a studio unit, two persons in the case of a one-bedroom unit, three persons in the case of a two-bedroom unit, four persons in the case of a three-bedroom unit, and five persons in the case of a four-bedroom .unit. (k) "Certificate of Completion Date" shall mean the date of issuance by the Agency of a Certificate of Completion for the Apartment Development pursuant to Section 5.9 of the DDA. (1) "County" shall mean the County of Contra Costa. (m) "DDA" shall mean the Disposition and Development Agreement for the Coggins Square Housing Development entered into by and between the Agency, the Developer, and The Martin Group/Holliday Development and dated as of , 1996. (n) "Developer" shall mean BRIDGE Housing, Corporation, a California nonprofit public benefit corporation, and its successors and assigns to the Apartment Development. (o) "Median Income" shall mean the median gross yearly income, adjusted for Actual Household Size or Assumed Household Size as specified herein, in the County of Contra Costa, 3200UO.P50 05/21/96 1-3 California, as published from time to time by the State of California. In the event that such income determinations are no , longer published, or are not updated for a period of at least eighteen (18) months, the Agency shall provide the Developer with other income determinations which are reasonably similar with respect to methods of calculation to those previously published by the State. (p) "Other Household" shall mean a household with an Adjusted Income which does not exceed ninety percent (90%) of Median Income, adjusted for Actual Household Size. (q) "Other Units" shall mean the Units which, pursuant to Section 2. 1 (b) below, are required to be occupied by Other Households. (r) "Rent" shall mean the total of monthly payments by the Tenant of a Unit for the following: use and occupancy of the Unit and land and associated facilities, including parking; any separately charged fees or service charges assessed by the Developer which are required of all Tenants, other than security deposits; the cost of an adequate level of service for utilities paid by the Tenant, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service or cable TV (as indicated by the applicable utility allowance published by the County Housing Authority) ; and any .other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the Developer, and paid by the Tenant. (s) "Tenant" shall mean a household occupying a Unit. (t) "Term" shall mean the term of this Agreement, . which shall commence on the Certificate of Completion Date and shall continue until the later of (1) the fifty-fifth (55th) anniversary of the Certificate of Completion Date, or (2) repayment in full of the Agency Loan and all interest due thereon. (u) "Unit" shall mean one of the eighty-six (86) rental units to be constructed on the Apartment Site. (v) "Very Low Income Household" shall mean a household with an Adjusted Income that does not exceed the lesser of (1) fifty percent (50$) of Median Income, adjusted for actual household size, or (2) the qualifying limits for very low income households, adjusted for Actual Household Size, as established and amended from time to. time pursuant to Section 8 of the United 3200UO.P50 05/21/96 1-4 States Housing Act of 1937, and as published by the State of California Department of Housing and Community Development. (w) "Very Low Income Units" shall mean the Units which, pursuant to Section 2. 1(b) below, are required to be occupied by Very Low Income Households. ARTICLE 2 AFFORDABILITY AND OCCUPANCY COVENANTS 2. 1 Occupancy Requirement. (a) Very Low Income Units. Forty-two (42) of the Units shall be rented to and occupied by or, if vacant, available for occupancy by Very Low Income Households. (b) . Other Units. The remaining forty-four (44) Units shall be rented to and occupied by or, if vacant, available for occupancy by Other Households, except than one (1) of these Units may be occupied by a resident manager not meeting the income requirements of this Agreement. (c) Intermingling of Units. The Very Low Income Units shall be intermingled with, and shall be of comparable quality to, the Other Units. Tenants in all Units shall have equal access to and enjoyment of all common facilities of the Development. 2.2 Allowable Rent (a) Very Low Income Rent. Subject to the provisions of Section 2 . 3' below, the Rent charged to Tenants of the Very Low Income Units shall not exceed one-twelfth (1/12) of thirty percent (30%) of fifty percent (50%) of Median Income, adjusted for Assumed Household Size. (b) Other Rent. Subject to the provisions of Section 2 .3 below, the Rent charged to Tenants of the Other Units shall not exceed one-twelfth of thirty percent (30%) of ninety percent (90%) of Median Income, adjusted for .Assumed Household Size. 2 . 3 Increased Income of Tenants (a) Very Low Income Household. If, upon recertification of a Tenant's income, the Developer determines that a former Very Low Income Household no longer qualifies as a Very Low Income Household, but has an Adjusted Income not 3200UO.P50 05/21/96 1-5 exceeding ninety percent (90%) of Median Income, adjusted for Actual Household Size: (1) Such Tenant's Unit shall be considered an Other Unit; (2) Such Tenant's Rent may be increased to an Other Rent, upon sixty (60) days written notice to the Tenant; and (3) The Developer shall rent the next available Unit to a Very Low Income Household at Rent not exceeding the maximum Rent specified in Section 2 . 2 (a) to comply with the requirements of Section 2 . 1 (a) and Section 2 .2 (a) above. (b) Non-Oualifying Household. If, upon recertification of a Tenant's income, the Developer determines that a former Very Low Income Household or Other Household has an Adjusted Income exceeding ninety percent (90%) of Median Income, adjusted for Actual Household Size: (1) Such Tenant, upon sixty (60) days written notice, shall be required to pay thirty percent (300) of adjusted monthly income as Rent and the Unit shall be deemed to be an Other Unit; and (2) The next available unit shall be rented to a Very Low Income Household or an Other Household, as applicable, at a Rent level as necessary to comply with the requirements of Section 2. 1 and 2 .2 above. (c) Termination of Occupancy. Upon termination of occupancy of a Unit by a Tenant, such Unit shall be deemed to be continuously occupied by a household of the same income level (e.g. , Very Low Income Household, or Other Household) as the income level of the vacating Tenant, until such Unit is reoccupied, at which time the income character of the Unit (e.g. , Very Low Income Unit or Other Unit) shall be redetermined. 2 .4 Lease Provisions. The Developer shall use a form of Tenant lease approved by the Agency, which consent shall not be unreasonably withheld and deemed given if not disapproved within thirty (30) business days for the original lease form and five (5) business days for modifications or amendments of the lease form. The form of Tenant lease shall comply with all requirements of this Agreement and the DDA, and shall, among other matters: 3200UO.P50 05/21/96 1-6 (a) provide for termination of the lease and consent by the Tenant to immediate eviction for failure: (1) to provide any information required under this Agreement or reasonably requested by the Developer to establish or recertify the Tenant's qualification, or the qualification of the Tenant's household, for occupancy in the Development in accordance with the standards set forth in this Agreement, or (2) to qualify as a Very Low Income Household, or Other Household, as the case may be, as a result of any material misrepresentation made by such Tenant with respect to the income computation or certification; and (b) be for an initial term of one year and provide for no Rent increase during such year. After the initial year, a Tenant lease may be month-to-month; however, the Rent may not be raised more than once per year. The Developer will provide each Tenant with at least thirty (30) days' written notice of any increase in Rent applicable to such Tenant, and with such further notice as may be required by Section 2.3 above. 2.5 Other Rules. If the Apartment Development is subject to state or federal rules governing funding sources such as low- income housing tax credits or HOME funds (the "Other Rules") , the provisions of the Other Rules regarding assumed household size (as defined in Section 1. 1 (h) above) , continued occupancy by households whose incomes exceed the eligible income limitations (as described in Section 2 . 3 above) , or other matters set forth in this Article 2 shall apply in place of the provisions set forth in the applicable sections of this Agreement. 2. 6 Nondiscrimination. All of the Units shall be available for occupancy on a continuous basis to members of the general public who are income eligible. The Developer shall not give preference to any particular class or group of persons in renting or selling the Units, except to the extent that the Units are required to be leased to Very Low Income .Households and Other Households. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income (e.g. AFDC or SSI) , ancestry, or disability, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Unit nor shall the Developer or any person claiming under or through the Developer, establish or permit any such practice or practices of discrimination or . segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of any Unit or in connection with the employment of persons for the construction, operation and management of any Unit. All deeds, leases or contracts made or entered into by the Developer as to the Units or the 3200UO.P50 05/21/96 1-7 SO Development or portion thereof shall contain covenants concerning discrimination as prescribed by the DDA. 2 .7 Section 8 Certificate Holders. The Developer will accept as Tenants, on the same basis as all other prospective Tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act, or its successor. The Developer shall not apply selection criteria to Section 8 certificate or voucher holders that is more burdensome than criteria applied to all other prospective Tenants, nor shall the Developer apply or permit the application of management policies or lease provisions with respect to the Development which have the effect of precluding occupancy of units by such prospective Tenants. ARTICLE 3 INCOME CERTIFICATION AND REPORTING 3 . 1 Income Certification. The Developer will obtain, complete and maintain on file, immediately prior to initial occupancy and annually thereafter, income certifications from each Tenant renting any of the Units. The Developer shall make a good faith effort to verify that the income provided by an applicant or occupying household in an income certification is accurate by taking two or more of the following steps as a part of the verification process: (a) obtain a pay stub for the most recent pay period; (b) obtain an income tax return for the most recent tax year; (c) conduct a credit agency or similar search; (d) obtain an income verification form from the applicant's current employer; (e) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from . either of such agencies; or . (f) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. Copies of Tenant income certifications shall be available to the Agency and the County upon request. 3.2 Annual Report to Agency. The Developer shall submit to the Agency (a) not later than thirty (30) days after the close of each calendar year, or such other date as may be determined by the Agency a statistical report setting forth the information called for therein, and (b) within thirty (30) days after receipt of a written request, any other information or completed forms reasonably requested by the Agency in order to comply with reporting requirements of the United States Department of Housing and Urban Development or the State of California. 3200UO.P50 05/21/96 1-8 3 .3 Additional Information. The Developer shall provide any additional information reasonably requested by the Agency. The Agency shall have the right to examine and make copies of all books, records or other documents of the Developer which pertain to the Apartment Development. 3 .4 Records. The Developer shall maintain complete, accurate and current records pertaining to the Apartment Development, and shall permit any duly authorized representative of the Agency to inspect records, including records pertaining to income and household size of Tenants. All Tenant lists, applications and waiting lists relating to the Apartment Development shall at all times be kept separate and identifiable from any other business of the Developer and shall be maintained as required by the Agency, in a reasonable condition for proper audit and subject to examination during business hours by representatives of the Agency. The Developer shall retain copies of all materials obtained or produced with respect to occupancy of the Units for a period of at least three (3) years. ARTICLE 4 MISCELLANEOUS 4. 1 Term. The provisions of this Agreement shall apply to the Apartment Site for the entire Term even if the entire Agency Loan is paid in full prior to the end of the Term. This Agreement shall bind any successor, heir or assign of the Developer, whether a change in interest occurs voluntarily or involuntarily, . by operation of law or otherwise, except as expressly released by the Agency. The Agency makes the Agency Loan on the condition, and in consideration of, this provision, and would not do so otherwise. 4 . 2 Notice of Expiration of Term. At least six months prior to the expiration of the Term the Developer shall provide by _first-class mail, postage prepaid, a notice to all Tenants containing (a) the anticipated date of the expiration of the Term, (b) any anticipated Rent increase upon the expiration of the Term, (c) a statement that a copy of such notice will be sent to the Agency, and (d) a statement that a public hearing may be held by the Agency on the issue and that the Tenant will receive notice of the hearing at least fifteen (15) days in advance of any such hearing. The Developer shall also file a copy of the above-described notice with the Agency Deputy Director- Redevelopment. 4 . 3 Covenants to Run With the Land. The Agency and the Developer hereby declare their express intent that the covenants 3200UO.P50 05/21/96 1-9 SD,+ and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Apartment Site, provided, however, that on the expiration of the Term of this Agreement said covenants and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Apartment Site or any portion thereof, shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the Agency expressly releases such conveyed portion of the Apartment Site from the requirements of this Agreement. 4.4 Enforcement by the Agency. If the Developer fails to perform any obligation under this Agreement, and fails to cure the default within thirty (30) days after the Agency has notified the Developer in writing of the default or, if the default cannot be cured within thirty (30) days, failed to commence to cure within thirty (30) days and thereafter diligently pursue such cure, the Agency shall have the right to enforce this Agreement by any or all of the following actions, or any other remedy provided by law: (a) Calling the Agency Loan. The Agency may declare a default under the Agency Note, accelerate the indebtedness evidenced by the Agency Note, and proceed with foreclosure under the Agency Deed of Trust. (b) Action to Compel Performance or for Damages. The Agency may bring an action at law or in equity to compel the Developer's performance of its obligations under this Agreement, and/or for damages. (c) Remedies Provided Under DDA. The Agency may exercise any other remedy provided under the DDA. 4. 5 Attorneys Fees and Costs. In any action brought to enforce this Agreement, the prevailing party shall be entitled to all costs and expenses of suit, including attorneys' fees. This section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute. 4 .6 Recording and Filing. The Agency and the Developer shall cause this Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of Contra Costa. 3200UO.P50 05/21/96 1-10 4 .7 Governing Law. This Agreement shall be governed by the laws of the State of California. 4.8 Waiver of Requirements. Any of the requirements of this Agreement may be expressly waived by the Agency in writing, but no waiver by the Agency of any requirement of this Agreement shall, or shall be deemed to, extend to- or affect any other provision of this Agreement. 4 .9 Amendments. This Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records of the County of Contra Costa. 4. 10 Notices. Any notice requirement set forth herein shall be deemed to be satisfied three (3) days after mailing of the notice first-class United States certified mail, postage prepaid, addressed to the appropriate party as follows: Developer: BRIDGE Housing Corporation One Hawthorne, 4th Floor San Francisco, CA 94105 Attn: Executive Director Agency: Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor Martinez, CA 94553 Attention: Deputy Director - Redevelopment Such addresses may be changed by notice to the other party given in the same manner as provided above. 4 . 11 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and. enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby. Y 3200UO.PSO 05/21/96 I-11 59, IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement by duly authorized representatives, all on the date first written above. DEVELOPER: BRIDGE HOUSING CORPORATION, a California nonprofit public benefit corporation By: Its: AGENCY: CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic By: Its: 3200UO.P50 05/21/96 1-12 EXHIBIT A LEGAL DESCRIPTION OF THE APARTMENT SITE 3200UO.PSO OS/21/96 1-13 STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) On , 199_, before me, the undersigned, a Notary Public, personally appeared ' personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) On , 199_, before me, the undersigned, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the .person(s) acted, executed the instrument. WITNESS my hand and official seal. 3200UO.PSO OS/2]/96 1-14 sp,4 STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) On , 199_, before me, the undersigned, a Notary Public, personally appeared ' personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) On , 199_, before me, the undersigned, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and .official seal. 320DUO-P50 05/21/96 1-15 EXHIBIT J AGENCY RESOLUTION 88-9 32007S.PS0 CS/06/96 J-1 .r . THE BOARD OF SUPERVISORS OF CONTRA COST COUNTY, CALIFORNIA Adopted this Order on Juin 19, 1988 by the following vote: AYES: Supervisors Powers, Tanden, McPaak, Torlakson, Schroder NOES: None ABSENT: None ABSTAIN: None SUBJECT: Establishing C.C.C. RESOLUTION NO. PA 68-9 Redevelopment .Agency ; f Prevailing Wage ) Requirement The Board of Supervisors as the Contra Costa County Redevelopment Agency RESOLVES THATs i. os . A prevailing wage requirement is necessary to protect Agency project area job opportunities, stimulate the project area economy and should be uniformly applied to all the project contracts it enters. II. Ereveilinc_Waae Reauirements. The Agency hereby adopts and establishes a prevailing wage requirement policy standard to be Incorporated in (and be part of) any contracts, agreements or leases it enters as follows (a) Racreg. All workers performing construction work for theproject pursuant to contracts, agreements or leases subject to this resolution, from the commencement of construction until the issuance of a final Certificate of Occupancy or acceptance by the Agency of the construction as complete, shall be paid not less than the highest prevailing rate of per diem wages as determined and published by the California Department of ' Industrial Relations and its Director pursuant to Section 1773 of the Labor Code. Construction work includes all construction of building core and shell, tenant improvements and public works that are within the customary jurisdiction of the construction trades and crafts, whether performed on or off-site. Off-site work, performed by Katerialmen, as defined under California Law, Is not covered by this resolution. (b) goy irace. Whore this iesolution•s requirements are Incorporated in Agency contracts, agreements or leases, they shall apply to the employees of any employer including the developer, any tenant of the project, anyQQeneral contractor or subcontractor or other contractor engaged to construction for the project by the developer, including their successors and assignees, but shall not apply to supervisory or Managerial personnel or to persons employed in the rental, operation or maintenance of the project. (e) Department of Industrial Relations. Prevailing wage rates for each em, toyee covered by this resolution shall be those wage rates aspublished by the State Department of Industrial Relations on the date the employee commences work. The employer shall be responsible for checking on a quarterly basis whether tne wep arrsnenr- nun uwcwL-="►wu U4104.4. 9-49wa• "00 ted,. o•• �"J"�""'�"" 5p,� in the prevailing rata of per diem wages in the locality. In the event the Department has adjusted the prevailing rate, the employer shall pay such .rate, provided that in no event shall the employer pay leas than the prevailing rate previously determined. Said wage risible and easiltes for all.c reaccesiibleshallplac on theeProj Project prominent, Y site. (d) Records. The Employer shall keep an accurate payroll record as specified in Labor Code Section 1776(a). Certified copies of the payroll records shall be available for worker or Agency inspection (in the form specified in Labor Code 6 LAbor Code 51776(d)) at all reasonable hours at a local office of the Employer. Copies of the records shall be provided upon request by a representative of the Agency if the Agency has or can obtain the records. Any worker, his authorised representative, or the public may request a copy of the records from the Agency. Individual names, addresses and social security numbers of employees shall be masked or deleted so as to prevent disclosure in copies furnished to the public. Upon request, a certified copy of an employees payroll record shall be made available to the requesting employee by the employer as provided in Labor Code S 1776(b)(1). The failure of the employer to keep accurate payroll records and provide certified copies thereof within 15 days after a proper request to do to, shall create a presumption that prevailing wages have not been paid. (e �flrentices. Nothing in this agreement shall prevent the employment of any number of properly registered apprentices, at defined in Chapter 6, Division 3 of the Labor Code. Every such apprentice shall be paid not less than the standard wage paid to apprentices under the regulations of the crafts or trade T7 at which he is employed, and shall be employed only at the work of the craft or trade to which be is registered. The employment and training of each apprentice shall be in accordance with the provisions of the apprenticeship standards and apprentice ! agreements under which he is in training. ' (f) X2t1f108112n. -Agency staff shall notify, all prospective bidders and contracting parties of the requirements of this resolution and ensure that its requirements are incorporated into Agency contracts, agreements and leases. The contracting party (developer) shall cause the provisions of this 13'':' resolution to be incorporated into each contract and subcontract, and .lease agreement which would be subject to this resolution. in the event the provisions are not •so incorporated, the developer shall be liable to the worker in any action- or - •-- proceeding for the difference between the prevailing wage rate required to be paid and the amount actually paid. to the worker, including costs and attorney fees, as if the developer where the actual Employer. (q) enforcement. In addition to any other rights provided by California law to recover compensation, a worker that has been paid less than the prevailing wage rates shall have aright to commence an action or proceeding against the employer of the worker for the difference between the prevailing wage rates and the amount paid to such worker for each calendar day br portion thereof for which the' worker was paid less -than the issue other than that of the liability of the employer for the amount of unpaid wages allegedly due shall be determined in such action or proceeding, and the burden shall be on the employer to establish that the amounts demanded are not due. A worker recovering any or all of the wages claimed to be due shall recover his costs and attorney fees in securing such recoveryo nothing in this section shall preclude its enforcement by the California Division of Labor Standards Enforcement. These prevailing wage requirements MceptCs^one. This resolution's prevni �ngwe eEx requirements shall not apply. 1. To tenant Improvements with a value of less than $50,000.00, nor to tenant improvements for -which the initial building permit for such work is issued more than one year after a certificate of occupancy is approved on the core and shell or accepted by the Agency as complete. The $50,000.00 value shall be adjusted annually pursuant to the Consumer Price Index for the San Francisco/Oakland SMSA. The staff of the Agency shall report to the Agency on the effects of the prevailing wage requirement for tenant improvements after one year of operation. Z. To landscaping improvements with a value of less than $50,000.00 installed on any particular contracting (developer) ,party's premises during any one year period. 3. lion-substantive amendments to Agency agreements.in force on the date of adoption of this resolution provided the estimated value doesn't exceed $50,000.00 for any new improvements allowed by the amendments to any agreement. •' (i) Agency and County Pot-Liable-In Money Dameoes. Zn undertaking to impose on its contracting parties and their subcontractors this resolution's requirements to pay prevailing rates of wages, the Agency and County of Contra Costa, are assuming an undertaking only to promote the general welfare. They are not assuming, nor are they imposing on their officers and employees, an obligation for breach of which they are liable in money damages to any person who claims that such breach proximately caused injury. i (j) pre-emption. This ordinance shall not confer upon the Agency or any officer thereof any power not otherwise provided by law to determine the legality of any- collective bargaining agreement, nor shall anything in this ordinance be interpreted or applied so as to create any power or duty in conflict with the ,,.. pre-emptive effectiveness of any federal or state law. (k) fieverability. If any part or provision of this resolution or the application thereof to any person or circumstance is held to be invalid, the remainder of the resolution, including the application of such part or provision to other persons or circumstances, shall not be affected thereby and shall continue in full force and effect. To this end, the provisions of this resolution are severable. iOrig. Dept.: ccs EXHIBIT K FORM OF CERTIFICATE OF COMPLETION RECORDED REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor Martinez, CA 94533 DOCUMENT ENTITLED TO RECORDING WITHOUT FEE PURSUANT TO GOVERNMENT CODE SECTION 6103 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) CERTIFICATE OF COMPLETION The Contra Costa County Redevelopment Agency, a public body corporate and politic (the "Agency") , hereby certifies that (i) (the "Developer") , has met the obligations of the Developer under Article 5 of the Disposition and Development Agreement dated May , 1996, between the Agency, BRIDGE Housing Corporation and The Martin Group/Holliday Development (the 11DDA11) ; and (ii) the Developer has completed construction of in compliance with the DDA. The real property on which the are located and to which this Certificate pertains is described in the legal description attached hereto as Exhibit A. This Certificate shall not be deemed a notice of completion under the California Civil Code, nor shall it constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a deed of trust securing money to finance the K-1 Capitalized terms used in this Certificate which are not defined herein shall have the meanings given such terms in the DDA. Dated: , 199_ CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body corporate and politic By: Its: STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , 19 before me, the undersigned, a Notary Public, personally appeared ' personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. K-2 EXHIBIT A [Legal Description of Property] K-3 Request to Speak Form ( THREE (3) MINUTE LIMIT} Complete this form anti p'Eace it in the box neat the speakers' rostmm before addressing the Boari s-�q / Nanat~ i c R A r L NT l�IORfe'� t 30- G /_! 7 ,' �'d l�33 +city: i._.. I am gealdng for mveif or of� a I wish to speak on AsaiWda q cwr. My comments witt � -- —• 1 wish to speak on the 1 do nvt wish to speak but leave tfies p comments for the Board to Request to Speak Form SD. q ( THREE (3) MINUTE LIMIT) 02 Complete this form and ptace It in the box near the speakers' rostrum before addressing the Board. iiiame, 614-elk Al / W«o N phare- S-/OJ qO2-99 yg - Citr 1 am spealung for myself=or . inane d o�nisation) CHECK ONS 1 wish to on Item �k �+g� My comments will be: general �LOWAM�,w _ 1 wish to speak on the subject of _ i do not wish to speak but leave dme comments for the Board to consider. Request toSpeakForm ( THREE (3) MINUTE LIMIT) Complete this form and place it in the box near the speakml rostrum before addressing the Board. 1 am speaking for erpd or organizatiom 00 -0 of orIM-Indn 0 CHECK ONE: 1 wish to Weak on Uganda Item # e; �"'�l My comments will be: general _for_against 1 wish to speak on the subject of _ 1 do not wish to speak but leave these comments for the Boar! to consider. 4 Contra . Costa . J.w TO: BOARD OF SUPERVISORS County FROM: Harvey E. Bragdon Director of CoQWnunity Development DATE: May 21, 1996 SUBJECT: Joint Public Hearing Regarding Disposition and Development Agreement with BRIDGE Housing Corporation,a California Nonprofit Public Benefit Corporation("BRIDGE'), and The Martin Group/Holliday Development, a Joint Venture("Martin") SPECIFIC REQUEST(S)OR RECOMMENDATIONS(S)& BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. HOLD A JOINT PUBLIC HEARING with the Contra Costa County Redevelopment Agency to consider a Disposition and Development Agreement (DDA) between the Agency and BRIDGE/Martin as developer of Specific Plan Development Area 4 in the Pleasant Hill BART Station Redevelopment Project Area. 2. As the Board of Supervisors, approve the Disposition and Development Agreement. FISCAL IMPACT See attached Summary Report. 1 CONTINUED ON ATTACHMENT: xx YES SIGNATURE: _RECOMMENDATION OF COUNTY ADMINISTRATOR_ C MENDA/ION OF BO COMMITTEE _APPROVE —OTHER SIGNATURE(S): ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A _UNANIMOUS(ABSENT 1 TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Source: Jim Kennedy 335-1255 cc: Redevelopment Agency ATTESTED County Administrator PHIL BATCHELOR,CLERK OF Auditor-Controller THE BOARD OF SUPERVISORS County Counsel AND COUNTY ADMINISTRATOR via Redevelopment Goldfarb&Lipman BRIDGE Housing Corp. The Martin Group BY . DEPUTY Holliday Development JKh sra22lphbdda2.bos ... .. BACKGROUND/REASONS FOR RECOMMENDATIONS On October 2, 1995,the Redevelopment Agency approved and authorized the execution of an Exclusive Right to Negotiate with BRIDGE Housing Corporation/The Martin Group/ Holliday Developmerq.Mr a 140 unit residential project on Area 4 in the Pleasant Hill BART Station Area. A copy of the Agency's approval of the Exclusive Right to Negotiate is attached as Exhibit A in order to describe the project. Staff has concluded negotiations with the developer relative to the DDA, and is recommending its adoption. Pursuant to requirements of California Redevelopment Law, a Summary Report on the Disposition and Development Agreement was prepared which briefly outlines the provisions of the DDA. Copies of the Summary Report and the DDA have been placed on file with the Clerk of the Board and the Secretary of the Agency-for public review. x .. EXHIBIT A contra TO: REDEVELOPMENT AGENCY , Costa FROM: Phil Batchelor County Executive Director DATE: October 3,405 SUBJECT: Area 4 Residential Site-Pleasant Hill BART Station SPECIFIC REQUEST(S)OR RECOMMENDATIONS(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS DESIGNATE BRIDGE Housing Corporation/The Martin Group/Holliday Development as the developer for Area 4-Pleasant Hili BART Station Area;and AUTHORIZE the Deputy Director -Redevelopment to execute an Exclusive Negotiating Rights Agreement with the developer which will lead to a Disposition&Development Agreement. FISCAL IMPACT None. No General Fund revenues are involved. BACKGROUND/REASONS FOR RECOMMENDATIONS On February 14, 1995, the Agency authorized circulation of a Request for Developer Qualifications for Area 4 at the Pleasant Hill BART Station. Area 4 is a Red velopment CONTINUED ON ATTACHMENT: -X2_ YES SIGNATURE: _RECOMMENDATION OF EXECUTIVE DIRECTORECOMMEN TION OF ry COMMITTEE APPROVE OTHER r/ SIGNATURE(S): ACTION OF AGENCY ON October 3, 1995 APPROVED AS RECOMMENDED x OTHER VOTE OF COMMISSIONERS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS(ABSENT I TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT:r-�ABSTAIN: MINUTES OF THE REDEVELOPMENT 1 AGENCY ON THE DATE SHOWN. Contact:Jim Kennedy, 646-4076 ATTESTED October 3, 1995 cc: County Administrator PHIL BATCHELOR County Counsel AGENCY SECRETARY Community Development Redevelopment Agency via Redevelopment Agency BY DEPUTY SKMG Goldfarb&Lipman BRIDGE Housing Corporation The Martin Group Holiday Development Lincoln Property Contra Costa Centre Association Walden Association JK'b va2Na,u�-bos . EXIIIBIT A pAGE 2 V Agency-owned,very high density residential site. The Agency was pleased to have eight high quality firms submit their qualifications. Using a Review Committee that consisted of representatives of the Contra Costa Centre Association,the Walden District Improvement Association, a representative from Supervisor DeSaulnier's office, Community Development Department staff,Redevelopment Agency staff,and the Agency's real estate consultant,the Agency reviewed the qualifications,and ultimately requested proposals from four of the Vt developer parties. The developer parties from whom development proposals were requested included BRIDGE Housing Corporation/The Martin Group/Holliday Development, Lincoln Property Company,Trammell Crow, and Sares Regis/Eden Housing. Based on a review of the proposals, the Review Committee narrowed the field to two finalists: BRIDGE Housing CorporauonlThe Martin Group/Holiday Development,and Lincoln Property Company. The Review Committee then engaged in a site review of prior housing developments of the respective developers. Principals Involved with the firms interviewed by the Committee as part of these site visits. The Review Committee is pleased to recommend that the Redevelopment Agency enter into an Exclusive Negotiating Rights Agreement with BRIDGE Housing Corporation/The Martin Group/Holliday DevelopmenL i The Review Committee was given a difficult charge. The reality was that any of the eight original submittors of qualifications had the capacity to proceed with the project Narrowing of the field was difficult and very competitive. The final two proposals are generally described below,and represent significantly different product types. Based on criteria that included compliance with minimum density elements of the Specific Plan,the extent and depth of affordability,the financial terms associated with land purchase,the risk associated with the plan of finance,and conformance to the Urban Design goals of the Pleasant Hill BART Specific Plan, the Committee recommends BRIDGE Housing Corporation/The Martin Group/Holliday Developer. A brief description of each of the two development proposals under final consideration follows: BRIDGE Housing Corporation/The Martin Group/Holliday Development Total number of units: 140 Numlpr of rental units: 86 NurrjOer of affordable rental units: 86 (tax credit financing) Number of for sale units: 54 Lincoln Development Company Total number of units: 192 Number of rental units: 192 Number of affordable rental units: 29 Number of for sale units: 0 x 1 w W w SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA HEALTH AND SAFETY CODE on the DISPOSITION AND DEVELOPMENT AGREEMENT by and between CONTRA COSTA COUNTY REDEVELOPMENT AGENCY and BRIDGE HOUSING CORPORATION,AND THE MARTIN GROUP/HOLLIDAY DEVELOPMENT for COGGINS SQUARE HOUSING DEVELOPMENT Prepared for: VFW, CONTRA COSTA COUNTY REDEVELOPMENT AGENCY Prepared by: SEDWAY KOTIN MOUCHLY GROUP MAY 1,1996 SUMMARY REPORT(S33433) DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, BRIDGE HOUSING DEVELOPMENT CORPORATION AND THE MARTIN GROUP/HOLLIDAY DEVELOPMENT INTRODUCTION The purpose of this report with respect to the disposition and development agreement (DDA) which provides for the conveyance of the property(Property)by the Contra Costa County Redevelopment Agency(the Agency)to BRIDGE Housing Corporation(BRIDGE) and the Martin Group/Holliday Development(Martitt/Holliday) is to describe the cost of the Agreement to the Agency, the purchase price paid by BRIDGE and Martin/Holliday (Developers), and the value of the property conveyed. This report must be available for public inspection in accordance with Health and Safety Code Section 33433, along with a copy of the DDA. PROPOSED SALE OF PROPERTY A copy of the DDA between the Agency and the Developers is attached to this report(see Exhibit 1).A summary of salient issues in the DDA follows. Property to be Conveyed The subject property (Property), also known as Area 4, is an approximately 3.7-acre site located at the northwest corner of the intersection of Las Juntas Way and Coggins Drive, " north of the Pleasant Hill BART Station in the unincorporated area of Contra Costa County. The Property is designated for high-density multifamily housing by the Pleasant Hill BART Station Area Specific Plan (adopted 1983) and the Pleasant '.Hill BART Station Area Redevelopment Plan (adopted 1984). The Property, currently vacant, is owned by the Agency. The legal description of the property, comprised of nine assembled parcels, is provided in Exhibit 2. Proposed Development The proposed development(Development)consists of a townhome component(Townhome Site) and an apartment component(Apartment Site).The 54-unit Townhome Site will be developed by Martin/Holliday.The 86-unit Apartment Site,to be developed by BRIDGE,will 33433 REPORT FOR PLEAsANT HILL BART STATION RESIDENTIAL SITE 1 MAY 1,1996 include 42 units reserved for very low-income households and 44 units reserved for low-and moderate-income households.All residents of the two developments will have access to the project's amenities,which include a clubhouse/community facility,swimming pool,and a children's p0;ground. Developer Responsibilities The Developers are obligated to accept conveyance of the development site and to construct the proposed Development in accordance with the schedule of performance contained within the Agreement.The Developers'primary responsibilities under the DDA include: 1. Prepare construction plans, schematic design plans, and obtain all necessary governmental approvals for the development and operation of the Development. 2. Obtain debt and equity funds which, when combined with the Agency's financial assistance, are sufficient to pay all costs of the Development. Specifically, BRIDGE shall submit a timely and complete application to the California Tax Credit Allocation Committee (ICAC). 3. Agree to residential use consistent with the Agency Documents,the Final Develop- ment Plan and the Approved Construction Plans for the entire term. 4. Ensure at least 42 units in the Apartment Site are available for occupancy at affordable rents to very low-income households. 5. Maintain the development as to both external and internal appearance of the units, common area,and the open spaces. 6 Pay all real and personal property taxes,assessments,and charges. 7. BRIDGE shall repay the Acquisition Loan provided by the Agency from"surplus cash" at a rate of 3 percent per annum,compounded annually,for 30 years.The Acquisition Loan shall bear no interest prior to the Certificate of Completion issued by the County. Surplus Cash is defined as the amount by which gross revenue exceeds annual operating expenses. Agency Responsibilities The Agency responsibilities under the agreement are as follows: 33433 REPORT FOR PLEASANT HILL BART STATION REsIDENTIAL SITE 2 MAY 1,1996 1. Upon satisfaction by the Developers of certain conditions set forth in the DDA,sale of the property to the Developers for$1,550,000,of which$950,000 is allocated to the Apartment Site and$600,000 is allocated to the Townhome Site. 4 4 2. Provide an acquisition loan to BRIDGE for$350,000. 3. Provide Certificates of Completion to the Developers promptly after completion of each of the Apartment Site and Townhome Site improvements. The cost to the Agency of performing its obligations under the DDA is detailed below. COST OF THE AGREEMENT TO THE AGENCY The estimated costs of the DDA to the Agency are listed and,described below: Land Acquisition x$4,4:96,861 Relocation 66,087 Closing Costs 6,835 Acquisition Loan Interest and Fees 605,104 Total Agency Cost $5,174,887 Less Purchase Price from Developers $1,550,000 Net Agency Cost $3,624,887 Land Acquisition Cost The Contra Costa Redevelopment Agency assembled and purchased the Property for $4,496,861. Relocation The relocation cost associated with the Property conveyance is$66,007. Site Preparation The Agency paid$15,500 for site preparation and fencing of the Property. 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 3 MAY 1,1996 Interest on Acquisition Loans The Agency borrowed $1,200,000 to acquire the Property. The paid fees and interest associated�Xth this loan totals$605,104. In addition,the Agency will loan BRIDGE$350,OW for acquisition of the Apartment Site.The Agency borrowed the loan funds from Contra Costa County and is not accruing interest on the loan from the County,and hence is not considered a cost to the Agency. The Agency primarily utilized tax increment revenue to pay these acquisition costs. In addition, the Agency will earn new annual tax increment revenues as a result of the completion of the Development. THE ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED OR LEASED DETERMINED AT THE HIGHEST AND BEST USES PERMITTED UNDER THE PLAN The highest and best use of property is commonly considered to be that use which is physically possible,legally permissible,financially feasible,and maximally productive. The Property is currently zoned P-1,Planned District,under the jurisdiction of Contra Costa County. The Pleasant Hill BART Station Area Redevelopment Plan (adopted in 1984) provides the regulations,conditions,and programs regarding development of the Property. The Property's Specific Plan land use designation is for high-density multifamily residential development at a minimum of 35 units per acre. The property's highest and best use as high-density multifamily residential units yields a value of $2,350,000. This figure was determined by an appraisal conducted by Rolan H. Burchard Associates in May 1993 and reviewed by Sedway Kotin Mouchly Group in April 1995. ESTIMATED REUSE VALUE OF THE PROPERTY TO BE CONVEYED The following analysis indicates the supportable land value,or reuse value of the Property, based on the development costs of the apartment and townhome components of the project, projected revenue and costs, and obtainable debt and equity funds resulting from the project's income generating potential. This analysis concludes that the supportable reuse value of the Property is$1,550,000. Costs of Development Exhibits 3 and 4 provide a list of the projected development costs,totaling$11,792,905 for the Apartment Site and$7,593,113 for the Townhome Site. Exhibits 3 and 4 include the acquisi- 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 4 MAY 1,1996 tion cost of$950,000 for the Apartment Site and $600,000 for the Townhome Site, totaling $1,550,000 for the Property. w Funding Szces Exhibit 5 provides the anticipated sources of debt and equity to cover the development costs. As listed in Exhibit 5, the Apartment sources of funds includes conventional loans of $3,340,026 for construction and$350,000 for permanent.loan; an Agency loan in the amount of $350,000 provided for in the DDA and described herein; County HOME loan in the amount of$1,950,000 in addition to funds from deferred HOME/Community Development Block Grant interest; a Bridge Loan from the County totaling $5,000,000; an Affordable Housing Program grant from the Federal Home Loan Bank totaling$258,000; developer equity of$83,681;$8,368,070 of investor equity from the syndication of low income tax credits; and $300,000 from other fundraising activities. Exhibit 6 summarizes the basis for deter- mining the maximum amount of tax credit equity achievable for the project.The various loan amounts are a function of the Apartment Site's anticipated operating income,which defines the debt service coverage capacity. The total development costs exceed the available financing by$64,155 for the Apartment Site. The Townhome Site will be conventionally financed through an interim construction loan totaling approximately 75 percent of the project's value. Based on current financing require- ments of conventional lenders, the project will be phased in two development blocks in. which financing for the second block will only be available after sales objectives of the initial phase are achieved. The debt and equity of the Townhome Site will match the project development costs of$7,593,113. Operating Income and Revenue Projections The Development's scheduled revenue and operating costs provides the basis for deter- mining the level of supportable debt:Exhibits 7 and 8 provide the scheduled gross rents and anticipated sales prices of the apartment and townhome components,respectively. ` Apartment Site. Exhibit 7 shows the anticipated annual income to be generated by the Development based on the affordable housing requirements set forth in the DDA and the per unit operating expense. The scheduled rents are significantly lower than achievable market rents based on a market study prepared by Sedway Kotin Mouchly Group. Hence, the total annual gross rents from the Apartment Site is only $413,950 and the per unit operating expense is$3,300. Exhibit 8 provides a pro forma for the Apartment Site over a 30-year period. The total annual rental income,excluding the Section 8 rents,is inflated at 3 percent annually.The Section 8 rent,totaling$45,035 in year one,is inflated at 1 percent annually.The operating expenses 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 5 MAY 1,1996 .P are inflated at 4 percent annually. The gross potential income less vacancy and collection losses and operating expenses provides the net operating income (NOI). As indicated in Exhibit 8,all off the net"surplus" cash will be used for repayment of the Agency and County loan. The sti plus cash is calculated from NOI less the project's debt service, replacement reserves,and tax credit partnership management fee.After loan payments are made to the Agency and County,there is no additional cash flow generated by the development. Hence, there is no cash flow available to provide a cash return to the$8.4 million of tax credit equity. The only financial benefit for the tax credit equity investors is the tax credit advantages. Townhome Site. The sales revenue projected for the townhomes, totaling $8,756,000, is provided in Exhibit 9.The total townhome anticipated revenue less the development costs of$7,593,113 provides a developer profit of$1,162,887,or a 15.3 percent return on cost.This level of developer profit is standard in the residential development industry and accounts for the risks associated with real estate development activity. Reuse Value Conclusion As stated above,there is no additional cash flow in the apartment or townhome components of the Development to support increased debt or equity.Hence,the Development would not be financially feasible if the costs of development,including the Purchase Price,were higher. The total purchase price of$1,550,000 is the highest achievable price for the Property given the other development costs,the projected revenue potential,and the supportable debt and equity.The affordable housing restrictions and the development requirements imposed by the DDA results in a$1,550,000 reuse value of the Property.The Purchase Price of$1,550,000 provided for in the DDA has been established expressly in contemplation of the economics of the Development,as summarized in this reuse analysis. PURCHASE PRICE The Agreement provides for a total payment of$1,550,000 to the Agency,of which$950,000 is allocated to the Apartment Site and$600,000 is allocated to the Townhome Site. The Agency is providing a land write-down in the amount of$800,000,in addition to a loan in the amount of $350,000 in the form of seller carry-back financing to BRIDGE for the Apartment Site. The loan bears no interest prior to the Certificate of Completion. Upon commencement of the interest payments,the loan will bear a 3 percent per annum interest rate, compounded annually, over the loan's 30-year term. The annual payments shall be made only to the extent that there exists surplus cash,defined as the amount gross revenue exceeds annual operating expenses(as defined in the attached DDA). The difference between the purchase price($1,550,000)and the property's value at its highest and best use($2,350,000)is directly and completely attributable to the covenants, restrictions 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 6 MAY 1,1996 and development costs imposed by the DDA in furtherance of the Agency's policy to devote a portion of the Property to affordable housing. ELIMINATON OF BLIGHT CONDITIONS The Pleasant Hill BART Station Area Redevelopment Plan was adopted in 1984, and amended in 1988,as a tool to implement the Pleasant Hill BART Station Area Specific Plan. The goal of both these plans was to stimulate relatively high-density commercial and residential development as a logical land use objective for the area proximate to the BART station and the 680 freeway.Although Contra Costa County adopted an Area Plan in 1975 when the BART station opened, the private sector did not redevelop the Project Area as planned Hence,the Specific Plan was adopted to set forth allowable land uses and densities in the Project Area. The Redevelopment Plan was adopted to ;provide solutions to the following constraints to high-density development in the 140-acre Pleasant Hill BART_ Station Project Area: • Small Lots. Most of the lots in the Project Area were too small for High-density development due to setback,height,parking and minimum lot size requirements. The inability of the private sector to achieve full assemblage of key development sites would result in the Area's overall underdevelopment and,hence,inability to imple- ment the Redevelopment Plan goals. • Dilapidated`Structures. The concentration of dilapidated or poorly maintained structures in the Project Area functioned as a deterrent to the area's overall redevelop- ment. • Inappropriate Street Configuration. The street configuration and rights of way dissected the Project Area in a pattern that rendered prilne parcels unsuitable for assemblage or high-density development. PF • Lack of Infrastructure.The lack of public infrastructure required significant invest- ments nvestments to stimulate high-density development. However,the private sector could not develop financially feasible projects if required to absorb 100 percent of the significant infrastructure costs associated with developing at the desired intensities. During the past 12 years,redevelopment efforts in the Pleasant Hill BART Station Area have significantly improved the area and successfully facilitated private development at the desired intensities. As a result of the Agency's achievemen6; in implementing the Redevelopment Plan,private developers have built approximately one million square feet of Class A office space,a 249-room Embassy Suites hotel,and more than 1,200 multifamily residential units, in addition to investing approximately $40 million in infrastructure improvements. 33433 REPORT FOR PLEAsANT HILL BART STATION REsIDENTIAL SITE 7 MAY 1,1996 The Agency's efforts to convey the Property for high-density residential development will contribute to completing the Area Plan's goals for high-density development,revitalization, jobs,/housing balance, and a solution to regional transportation issues. In addition, the conveyanced'f the property and resultant DDA enable the Agency to satisfy a portion of the affordable housing production obligation (pursuant to Health and Safety Code Section 33413(b)) arising from its blight elimination and private sector redevelopment activities. x FWPDOCSVRMCrSV3lfl3V3693Aft 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 8 MAY 1,1996 EXHIBIT 1 w w DISPOSITION AND DEVELOPMENT AGREEMENT w r 33433 REPORT FOR PLEASANT HILL BART STATION RESIDENTIAL SITE 9 MAY 1,1996 w w DISPOSITION AND DEVELOPMENT AGREEMENT ' W BETWEEN THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, BRIDGE HOUSING CORPORATION, AND THE MARTIN GROUP/HOLLIDAY DEVELOPMENT FOR COGGINS SQUARE HOUSING DEVELOPMENT Dated as of May , 1996 320M.P50 05/06/96 TABLE OF CONTENTS w Page w W ARTICLE 1 DEFINITIONS AND EXHIBITS . . . . . . . . . . . . . . . . 3 Section 1. 1 Definitions . . . . . . . . . . . . . . . . 3 Section 1.2 Exhibits . . . . . . . . . . . . . . . . . 8 ARTICLE 2 PREDISPOSITION REQUIREMENTS . . . . . . . . . 9 Section 2.1 Conditions Precedent to Disposition of Property 9 Section 2.2 Schematic Design Plans . . . . . . . . . . 10 Section 2.3 Final Development Plan, Lot Line Adjustment and Condominium Plan . . . . . . . . . . 11 Section 2.4 Other Governmental Approvals , . . . . . . . . . 11 Section 2.5 Tax Credit Funds . . . . . . . . . . . . 11 Section 2.6 Apartment Financing Plan. . . . . . . . . 12 Section 2.7 Townhome Financing Plan . . . . . . . . . . . 13 Section 2.8 Evidence of Availability of Funds . . . . . . 14 Section 2.9 Construction Plans . . . . . . . . . . . . 14 Section 2.10 Good Faith Deposit. . . . . . . . . 15 Section 2.11 Right of Entry to Perform Studies . . . . . . 16 ARTICLE 3 DISPOSITION OF PROPERTY . . . . . .. . . . . . . . . . . . 17 Section 3.1 Sale and Purchase . . . . . . . . . . . . 17 Section 3.2 Purchase Price . . . . . . . . . . . . . . . . 17 Section 3.3 Opening Escrow . . . . . . . . . . . . . . 18 Section 3.4 Close of Escrow . . . . . . . . . . 18 Section 3.5 Close of Escrow for Townhome Site . . . 19 Section 3.6' Condition of Title . . . . . . . . . . . . .. 20 Section 3.7 Condition of Property . . . . . . . . 21 Section 3.8 Costs of Escrow and Closing . . . . . . . . 22 ARTICLE 4 " k AGENCY ACQUISITION LOAN . . . . . . . . . . . . . . . . . . . 22 Section 4.1 Amount . . . . . . . . . . . . . . . . . . . . 22 Section 4.2 Repayment. . . . . . . . . . . . . . . . . 22 Section 4.3 Prepayment . . . . . . . . . . . . . . . . . . 25 Section 4.4 Assumption . . . . . . . . 25 Section 4.5 Security for Agency Acquisition :Goan 26 Section 4.6 Subordination of Agency Deed of :trust. . 26 Section 4.7 Subordination of Regulatory Agreement . . . . 26 ARTICLE 5 CONSTRUCTION OF IMPROVEMENTS . . . . . . . . . . . . . . 26 Section 5.1 Construction Pursuant to Plans . . . . . . 26 3200T[.PSO OS/06/96 _1_ TABLE OF CONTENTS (continued) Page Section. 5.2 Change in Construction of Development . . . . 26 Section 5.3 Construction Contract . : . . o . o . . . 27 Section 5.4 Commencement of Construction . . . . . . . o - 27 Section 5.5 Completion of the Improvements . . . . . 28 Section 5.6 Equal Opportunity . . o - o o - - o.. - o 28 Section 5.7 Prevailing Wage Requirement - - o o 28 Section 5.8 Minority and Women-Owned Contractors . . . . . 28 Section 5.9 Certificates of Completion . . . o - o o - o . 29 Section 5. 10 Construction Completion Guarantees . - - o o . 29 Section 5o11 Developer Fee . . . Section 5.12 Management Agreement and* Procedures 30 . 30 ARTICLE 6 ONGOING DEVELOPER OBLIGATIONS . . . . . . . . . . . . . . . . 30 Section 6.1 Applicability . . . . o . . . . . . . . . . o 31 Section 6.2 Use . .. . . . . . . . . . . . . . . . . . . . 31 Section 6.3 Maintenance - - o . . . o . . . . . . . ol 31 Section 6.4 Property Tax Exemption . . . . . . . . . . . . 32 Section 6.5 Taxes and Assessments . . . o . . . . . . . o 32 Section 6.6 Mandatory Langdaige in All Subsequent Deeds, Leases and Contracts - - o . . . . . . o . . . . . . 33 Section 6.7 Hazardous Materials . . . . . . . . . . . . . 34 Section 6.8 Management Agent; Periodic, Reports o . . . . . 37 Section 6.9 Insurance Requirements . . . . .. . . . . . . . . 39 ARTICLE 7 ASSIGNMENT AND TRANSFERS . . . . . . . . . . .. . 40 Section .7.1 Definitions o . . . . . . . . . . 40 Section 7.2 Purpose of Restrictions on Transfer . . . o . 41 Section 7.3 Prohibited Transfers . . . . . . . . . . . . . 42 Section 7.4 Permitted Transfers . . . o . o . . . . . 42 Section 7.5 Effectuation of Certain Permitted Transfers 43 Section 7.6 Other Transfers with Agency Consent . . . . . 44 Section 7.7 Special Remedy for Prohibited Transfer 44 ARTICLE 8 DEFAULT AND REMEDIES . . . . . . . . o . . . . . . . . . . . 45 Section 8.1 General Applicability . . . . . . . . . . . . . 45 Section 8.2 No Fault of Parties - - o . - o . . . . . . . . 45 Section 8.3 Fault of Agency o . . . . . . . . . . . . 46 Section 8.4 Fault. of Developer . . .. . . . . . . . . . . . 46 Section 8.5 Right of Reverter . . . . . . . . . . o . o . 50 Section 8.6 Acceleration of Note o . . . . . . . . . ..... . 51 Section 8.7 Right to Cure at Developer's Expense . . . . . 51. 3200TI.PSO OS/06/96 TABLE OF CONTENTS (continued) w w w P_ age Section 8.8 Construction Plans . . . . . . . . 52 Section 8.9 Rights of Mortgagees . . . . . . . r . . . 52 Section 8. 10 Remedies Cumulative . . . • . . . . . 52 Section 8.11 Separation of Defaults and Remedies . . . . . .52 Section 8.12 Waiver of Terms and Conditions . . . . . . . . 53 Section 8. 13 Right to Negotiate . . . . . . . . . . . . 53 ARTICLE 9 SECURITY FINANCING AND RIGHTS OF HOLDERS . . . . . . . . 54 Section 9.1 No Encumbrances Except for Development Purposes 54 Section 9.2 Holder Not Obligated to Construct . . . . . . 54 Section 9.3 Notice of Default and Right to Gare . . . 54 Section 9.4 Failure of Holder to Complete Improvements . . 55 Section 9.5 Right of Agency to Cure . . . . . . . . 55 Section 9. 6 Right of Agency to Satisfy Other Liens . . 56 Section 9.7 Holder to be Notified . . . . . . . . . 56 Section 9.8 Additional Mortgagee Protections . . . . . . . 56 ARTICLE 10 GENERAL PROVISIONS . . . . . . . . . . . . 56 Section 10.1 Notices, Demands and Communications 56 Section 10.2. Non-Liability of Agency Officials, Employees and Agents . . . . . . . . . . . . . . 57 Section 10.3 Forced Delay •. . . . • . . . . . . 57 Section 10.4 Inspection of Books and Records . . . . . . . 58 Section 10.5 Provision Not Merged with Deeds . . . . . 58 Section 10.6 Title of Parts and Sections . . . . . . 58 Section 10.7 General Indemnification . . . . . . . . . 58 Section 10.8 Applicable Law . . . . . . . . . . . . 59 Section 10.9 No Brokers . . . . . . . . 59 Section 10.10 Severability 59 Section 10.11 Legal Actions . . . 59 Section 10.12 Binding Upon Successors . . . . . . . . 59 . x, Section 10. 13 Parties Not Co-Venturers . . . . . . . 60 Section 10.14 Warranties . . . . . . . . . . . . . .. . . . . 60 Section 10.15 Time of the Essence . . . . . . . . . . . . . 60 Section 10. 16 Action by the Agency . . . . . . . . . . . . 60 Section 10.17 Identity and Authority of Developers . . . . . 60 Section 10. 18 ,Complete Understanding of the Parties . . 61 Section 10.19 Conflict Among Agency Documents . . . . 61 Section 10.20 Entry by the Agency 61 Section 10.21 Assignment. To County . . . . . . . . 62 Section 10.22 Recordation of Memorandum of Agreement . . 62 3200n.P50 05/06/96 -111- DISPOSITION AND DEVELOPMENT AGREEMENT `+ FOR w COGGINS SQUARE HOUSING DEVELOPMENT This Disposition and Development Agreement for the Coggins Square Housing Development (the "Agreement") , is entered into as of the day of ,May, 1996 by and between the Contra Costa County Redevelopment Agency, a public body, corporate and politic (the "Agency") , BRIDGE Housing Corporation, a California non- profit public benefit corporation ("BRIDGE") , and The Martin Group/Holliday Development, a joint venture ("Martin/Holliday") (BRIDGE and Martin/Holliday are referred to collectively herein as the "Developers") with reference to the following facts,. understandings and intentions of the parties: RECITALS A. These Recitals refer to and utilize certain capitalized terms which are defined in Article l of this Agreement. The parties intend to refer to those definitions in connection with the use of capitalized terms in these Recitals. B. The Agency is responsible for implementation of the Redevelopment Plan for the Pleasant Hill BART Station Area Redevelopment Project to redevelop the Pleasant Hill BART Station Area Project Area consistent with the policies and standards of the Pleasant Hill BART Station Area Specific Plan adopted by the County of Contra Costa. The goals for the Redevelopment Plan include the provision of low and moderate income housing in the Project Area. C. The Property, also known as Area 4, is an approximately 3.7 acre site located at the northwest corner of the intersection of Las Juntas Way and Coggins Drive in the Project Area, and is � designated for high-density multifamily housing by the Specific Plan and the Redevelopment Plan. The Property is described in Exhibit A and mapped in Exhibit B attached to this Agreement .and incorporated herein by this reference. The Property is currently owned by the Agency. D. The Agency and the Developers desire to cause development on the Property of the Development, consisting of eighty-six (86) rental apartment units and fifty-four (54)' townhomes for owner occupancy. 320011.PSO 05/06/96 -1- i I I E. To effectuate this purpose, and upon satisfaction of certain preconditions to be satisfied by the; Developers, the Agency wild sell the Property to the Developers, all as fully set forth my his Agreement. F. The Agency and the Developers havq preeviously entered. into an Exclusive Negotiating Rights Agreement pursuant to which this Agreement was negotiated between the Parties. G. The Agency intends to apply the rental. units to be developed in the Development toward satisfaction of its Project Area housing production obligation under Health and Safety Code Section 33413 (b) (2) . H. The Agency has acquired the property with tax increment revenue and other borrowed funds, but did not utilize its Low and Moderate Income Housing Fund. The Agency has prepared and .placed on file a copy of the summary of the transaction contemplated by this Agreement, the County and the Agency have conducted a duly noticed public hearing on this Agreement, and the County and the Agency have made the required findings and approvals in connection with .the disposition of the Property pursuant to this Agreement, all in conformance with the requirements of Health and Safety Code Section 33433. i I. Pursuant to the California Environmental Quality Act ("CEQA") and its implementing guidelines, the Agency (in its , capacity as "lead agency") , and the County ('in its capacity as a "responsible agency") have prepared, .reviewed and approved a negative declaration (including an initial study) designated as Agency Resolution No. (the "Negative Declaz•ation") - for this Agreement, and the transactions contemplated by this Agreement, following conduct of a duly noticed public hearing. The Negative Declaration has served as the environmental documentation for the Agency's and County's consideration and approval. of this Agreement and the transactions contemplated by this Agreement. J. . The Agency has determined that the: Developers have the necessary expertise, skill and ability to carry out the commitments set forth in this Agreement and that: this Agreement is in the best interests, and will .materially contribute to the implementation of, the Redevelopment Plan. The activities contemplated by this Agreement are set forth! in the Implementation Plan for the Project Area adopted by the Agency on December 6, 1994. i THEREFORE, the Agency and the Developers agree as follows: 3200T[.PSO 05/06/96 -2- I ARTICLE 1 DEFINITIONS AND EXHIBITS w w Section 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement. (a) "Agency" means. the Contra Costa County Redevelopment Agency, a public body, corporate and politic. (b) "Agency Deed of Trust" means the deed of trust to be recorded against the Apartment Development, substantially in the form of Exhibit H, securing the Agency Note and naming the Title Company or its affiliate as trustee, and the Agency as beneficiary. (c) "Agency Documents" means, collectively, this Agreement, the Grant Deeds, the Agency Note, the Agency Deed of Trust, and the Regulatory Agreement. (d) "Agency Grant Deeds" means the grant deeds of the Property to the Developers, each substantially in the form of Exhibit F-1 (for the Apartment Site) and Exhibit F-2 (for the Townhome Site) . (e) "Agency Note" means the promissory note, substantially in the form of Exhibit G, evidencing BRIDGE's obligation to pay a portion of the purchase price for the Property as more fully set forth in Section 3.2. (f) "Annual Operating Expenses" has the meaning given in Section 4.2 (d) (3) . (g) "Apartment Development" means the Apartment Site and the Apartment 'Improvements. (h) "Apartment Financing Plan" means BRIDGE's plan for arWk financing the acquisition of the Apartment Site and the development of the Apartment Improvements, to be approved by the Agency pursuant to Section 2.6 and which may be revised from time to time with the approval of the Agency pursuant to Section 2.6. (i) "Apartment Improvements" means the eighty-six (86) rental apartment units with appurtenant parking, landscaping and improvements to be constructed by BRIDGE on the Apartment Site, including a swimming pool and clubhouse/community facility proposed to be shared with the Townhome Development. 3200n.PSO 05/06/96 -3- I (j) "Apartment Site" means the northwest portion of the Property to be conveyed to BRIDGE for construction of the Apartment Improvements, approximately as shown on the map attached.,hereto as Exhibit B. (k). "Board of Supervisors" means the Board of Supervisors of the County. (1) "BRIDGE" means BRIDGE Housing Corporation, a California nonprofit public benefit corporation, and its successors and assigns as permitted by this Agreement. (m) "Certificate of Completion" means one of the certificates to be issued by the Agency pursuant. to Section 5.9 of this Agreement. (n) "Childcare Easement" means an easement: to be reserved by the Agency, pursuant to the Grant Deed for the Apartment Site, across a portion of the Apartment Site (in the General location shown on Exhibit B) , to be utilized by the Agency's licensee for childcare outdoor play purposes. (o) "Condominium Plan" shall mean the ;Condominium Plan subdividing the Townhome Site into condominium parcels. (p) "Construction Plans" means all construction documentation upon which the Developers, and the: Developers, several contractors, shall rely in building ;each and every part of the Development (including landscaping, parking, and common areas) and shall include, but not necessarily be! limited to, final architectural drawings, landscaping plans and specifications, final elevations, building plan: and specifications (also known as "working drawings") and a time schedule for construction. I (q) "County" means the County of Contra Costa, California. ,. (r) "Developers" means BRIDGE and Mart Iin/Holliday, and their successors and assigns as permitted by this Agreement. (s) "Development" means the Property, the Apartment Improvements, and the Townhome Improvements.; (t) "Developer Fee" means the fees to 'the Developers in an amount and for the purposes set forth in Section 5.11. (u) "Development Schedule" means the predevelopment and development schedule for the Development, attached heretoas 3200T[.PSO 05/06/96 -4- Exhibit D-1 (Apartment Development) and Exhibit D-2 (Townhome Developmea) , as approved by the Agency. w (v) "Escrow" means the escrow established with the Title Company for the purpose of conveying the Property from the Agency to the Developer. (w) "Event of Default" has the meaning set forth in Section 8.3 or 8.4 as applicable. (x) "Exclusive Negotiating .Rights Agreement" means the Exclusive Negotiating Rights Agreement entered into between the Agency and the Developers, dated as of December 1, 1995. (y) "Final Development Plan" means the modified final development plan necessary for the Development to proceed as contemplated by this Agreement. If and when approved by the Board of Supervisors, the Final Development Plan shall be attached to this Agreement as Exhibit E. (z) "Financing Plans" means the Apartment Financing Plan and the Townhome Financing Plan. (aa) "Financing Proposals" means the proposals for financing costs of development of the Development as envisioned by the Developers and approved by the Agency as of the date of this Agreement. Prior to submission of the proposed Financing Plans, the Financing Proposals may be revised from time to time with the approval of the Agency. The Financing Proposals are attached to this Agreement as Exhibit C. Any amended Financing Proposal approved by the Agency shall also be attached to this Agreement as addenda to Exhibit C. (ab) "Good Faith Deposit" shall mean the funds held by the Agency pursuant to Section 2.11. (ac) "Gross Revenue" has the meaning given in Section 4.2 (d) (2) . (ad) "Hazardous Materials" means: (1) any "hazardous substance" as defined in Section 101(14) of' CERCLA (42 U.S.C. Section 9601(14) ) or Section . 25281(d) or 25316 of the California Health and Safety Code at such time; (2) any "hazardous waste, " "infectious waste" or "hazardous material" as defined in Section 25117, 25117.5 or 25501(j) of the California Health and Safety Code at such time; 3200TI.P50 05/06/96 -5- "(3) any other waste, substance or material designated or regulated in any way as "toxic" or "hazardous" in the RCRA (42 U.S.C. Section 6901 et sea. ) , CERCLA Federal Water Pollution Control Act (33 U.S.C. Section 1521 et sea.j , S,afe Drinking Water Act (42 U.S.C. Section 3000 (f) et sea. ) , Toxic Substances Control Act (15 U.S.C. Section 2601 et sect. ) , Clear Air Act (42 U.S.C. Section 7401 et seq. ) , California Health and Safety Code (Section 25100 et seq. , Section 3900 et seg ) , or California Water Code (Section 1300 et seq. ) at such time; and (4) any additional wastes, substances or material which at such time are classified, considered or regulated as hazardous or toxic under any other present or future environmental or other similar laws relating to -the Development. The term "Hazardous Materials" shall not include: (i) construction materials, gardening materials, household products, office supply products or janitorial supply products customarily used in the construction, maintenance, rehabilitation, or management of residential rental housing or associated buildings and grounds, or typically used in household , activities, or (ii) certain substances which may contain chemicals listed by the State of California pursuant to California Health and Safety Code Sections 25249.8 et sea. , which. substances are commonly used by a significant portion of the population living within the region of the Development, including, but not limited to, alcoholic beverages, aspirin, tobacco products, nutrasweet and saccharine. (ae) "Hazardous Materials Laws" means all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on orlunder the Development or any portion thereof. (af) "Interest Commencement Date" has the :meaning set forth in Section 4.2 (a) . (ag) "Lot Line Adjustment" means the lot line adjustment dividing the Property into the Apartment Site and the Townhome Site. (ah) "Management Agent" means BRIDGE Property Management Company or other management agent retained by BRIDGE and approved - by the Agency in accordance with the provisions of Sections 5.12 and 6.8 to manage the Apartment Improvements. ' (ai) "Martin/Holliday" means The Martin Group/Holliday Development, a joint venture of The Martin Group of Companies, Inc. , a California corporation and Holliday Development, a 320077.P50 05/06/96 -6- California corporation, and the successors and assigns of the Martin Grauup/Holliday Development, Inc. , as permitted by this Agreement": (aj) "Partnership" means the limited partnership to be formed, of which BRIDGE or an affiliate of BRIDGE will, be the managing general partner, formed pursuant to the Partnership Agreement. (ak) "Partnership Agreement" means the limited partnership agreement of the Partnership and related documents (including, without limitation, a budget for the use of capital contributions, any funding agreement, any option for BRIDGE to repurchase the Apartment Development from the Partnership, and any ground lease or purchase and sale agreement with respect to the lease or sale of the Property to the Partnership or other entity) approved by the Agency pursuant to Section 7.4 (d) . (al) "Phase I Study" means the report entitled: "Report - Preliminary Environmental Site Assessment, Las Juntas Way and Coggins Drive, Pleasant Hill, California" prepared by PES Environmental, Inc. , dated January 2, 1992. (am) "Project Area" means the Pleasant Hill BART Station Area Redevelopment Project Area. (an) "Property" means the real property to be redeveloped by the Developers pursuant to this Agreement, which real property is more particularly described in Exhibit A. (ao) "Redevelopment Plan" means the Redevelopment Plan for the Pleasant Hill BART Station Area Redevelopment Project, as hereafter amended from time to time. (ap) "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants, substantially in the *' form of Exhibit I, to be recorded against the Apartment Development pursuant to Section 4.4. (aq) "Security Financing Interest" has the meaning set forth in Section 9.1. (ar) "Tax Credit Funds" means the proceeds from the sale of limited partnership interests in the Partnership in the anticipated amount set forth in the Financing Proposal, or such other amount as may be set forth in the approved Apartment Financing Plan. 32001TY50 05/06/96 -7- i (as) "TCAC" means the California Tax Credit Allocation Committee.? (at) "Term" means the term of this Agreement, which shall consist of the period commencing on the date of execution of this Agreement and continuing until the later of (1) the expiration of the Term of the Regulatory Agreement (as defined therein) , or (2) repayment in full of the Acquisition Loan and all interest due thereon. (au) "Title Company" means the Walnut Creek office of First American Title Company. (av) "Townhome CC&Rs" means the Declaration of Conditions, Covenants, and Restrictions to be recorded by Martin/Holliday against the Townhome Site to create a common interest development. (aw) "Townhome Development" means the Townhome Site and the Townhome Improvements. (ax) "Townhome Financing Plan" means Martin/Holliday's plan for financing the acquisition of the Townhome Site and the development of the Townhome Improvements, to be approved by the Agency pursuant to Section 2.7 .and which may be revised from time to time with the approval of the Agency pursuant to Section 2.7. (ay) "Townhome Improvements" means the,.fifty-four (54) owner-occupancy townhome units, with appurtenant parking, landscaping, and improvements to be constructed by Martin/Holliday on the Townhome Site. (az) "Townhome Site" means the southeast portion of the Property .to be conveyed.to Martin/Holliday for construction of the Townhome Improvements, approximately as' shown on the map x� attached hereto as Exhibit B. (ba) "Transfer" has the meaning set forth in Section 7.1. Section 1.2 Exhibits. The following exhibits are attached to and incorporated in the Agreement: Exhibit A: Legal Description of the Property Exhibit B: Map Showing Location ofthe. Property and the _ General Designation of the Apartment Site, the Townhome Site, and the Childcare Easement Exhibit C-1 Financing Proposals (Apartment Improvements) 3200T[.P50 05/06/96 -8- and C-2: Financing Proposals (Townhome Improvements) Exhibit D-1 Development Schedule (Apartment. Improvements and.,b-2: Development Schedule (Townhome Improvements) Exhibit E: Modified Final Development Plan Exhibit F-1 Form of Agency Grant Deed (Apartment Improvements) and F-2: Form of Agency Grant Deed (Townhome Improvements) Exhibit G: Form of Agency Note Exhibit H: Form of Agency Deed of Trust Exhibit I: Regulatory Agreement and Declaration of Restrictive Covenants Exhibit J: Agency Resolution 88-9 Exhibit K: Form of Certificate of Completion ARTICLE 2 PREDISPOSITION REQUIREMENTS Section 2.1 Conditions Precedent to Disposition of Property. (a) Except as otherwise specified in subsection (b) below, the requirements set forth in this Article Two are conditions precedent to the Agency's obligations to convey the Property to the Developers. As set forth in subsection (b) below, it is anticipated by the parties that the Agency may convey the Apartment Site to BRIDGE prior to the Agency's conveyance of the Townhome Site to Martin/Holliday. Therefore, each of the predisposition requirements set forth below may be met on an individual basis by BRIDGE and Martin/Holliday for the Apartment Improvements and the Townhome Improvements, respectively. The Agency's obligation to convey the Property to the Developers shall be subject to the satisfaction of all such conditions precedent for both the Apartment Site and the Townhome. Site prior to August 1, 1997, unless a later date is mutually agreed upon by the Agency Deputy Director - Redevelopment and the Developers. Additional conditions precedent to the Agency's obligation to convey the Property are set forth in Sections 3.4 and 3.5. (b) Notwithstanding any other provision of this Article Two, in the event BRIDGE obtains a preliminary tax credit 3200TIT50 05/06/96 -9- reservation and is required by regulations of TC:AC to obtain title to %ehe Apartment Site by November 1, 1996, or such later date as shay be approved by TCAC, in order to obtain a carryover allocation, the Agency agrees to convey the Apartment Site to BRIDGE by such date, notwithstanding the fact that BRIDGE may not have met the predisposition requirements set forth in Sections 2.3, 2.4 and 2.9 (and those portions of Section 2.8 that cannot be met without issuance of building permits) , and provided that BRIDGE has met the predisposition requirements :yet forth in all other Sections of Article Two; provided, however, with respect to Section 2.6, BRIDGE shall not berequired to provide a permanent financing commitment letter or .a tax credit investor commitment letter prior to close of Escrow, but shall instead provide a letter of interest from investor and a letter from BRIDGE's economic consultant stating the amount of investor equity reasonably expected to be raised. All predisposition requirements set forth in this Article Two which have not been met by BRIDGE prior to disposition pursuant to this Section 2.10 shall become post-disposition requirements required to be satisfied no later than the dates set forth in the Development Schedule and failure to meet these requirements by such dates shall be a default by Developers for which the Agency may exercise the remedies set forth in Article 8, including without limitation, exercising the Agency's right of reverter in the Property. Martin/Holliday shall be required to meet all predisposition requirements of this Article Two,, the Agency shall have previously conveyed (or shall be simultaneously conveying) the Apartment Site to BRIDGE, and BRIDGE shall have met all the pre-disposition (or post-disposition) requirements of this Article Two, all as conditions precedent to the Agency's obligation to convey the Townhome Site to Martin/Holliday. Section 2.2 Schematic Design Plans. No later than the date shown on the Development Schedule, the Developer shall submit for Agency approval schematic design plans for the Apartment Improvements and the Townhome Improvements, showing •r proposed location, dimensions, elevations, and general architectural treatment of the buildings comprising the Apartment Improvements and the Townhome Improvements. The Agency shall act to approve or disapprove the schematic design plans within thirty (30). days of submission by the Developers. 'If the schematic design plans are disapproved by the Agency, the Developer shall submit revised schematic design plans within thirty (30) days. The periods for. Agency review, approval or disapproval of the schematic design plans set forth above shall continue to apply until the schematic design plans are approved by the Agency. Approval of the schematic design plans by the Agency shall be a condition precedent to the. Agency's obligation Ito convey the Property to the Developers. 3200n.PSO OS/06/96 _10- Sectrion 2.3 Final Development Plan, Lot Line Adjustment and ConAminium Plan. No later than the dates shown on the Development Schedule, the Developers shall apply for final approval by the County of the Final Development Plan, the Lot Line Adjustment and the Condominium Plan. Approval by the County of the Final Development Plan, the Lot Line Adjustment, and the Condominium Plan, and the passage of any time period required by law to render such approvals effective, shall be a condition precedent to the Agency's obligation to convey the Property to the Developers. The Developers acknowledge that execution of this Agreement by the Agency does not constitute approval by the County of any required permits, applications, allocations or maps, and in no way limits the discretion of the County in the permit, allocation and approval process. The Agency shall render all reasonable assistance to the Developers in obtaining any necessary County or other governmental permits, approvals, locations and maps. Section 2.4 Other Governmental Approvals. Promptly following County approval of the Final Development Plan, the Developers shall apply for and exercise diligent good faith efforts to obtain all other governmental approvals, including but not limited to building permits, necessary for development and operation of the Development. Subject to Section 2.10, procurement by the Developers of all other governmental approvals (including the building permits) , shall be a condition precedent to the Agency's obligation to convey the Property to the Developers. Section 2.5 Tax Credit Funds. BRIDGE shall submit a timely and complete application to TCAC for an award from the , April, 1996 round of TCAC preliminary reservations of a preliminary tax credit reservation that would enable BRIDGE to obtain the Tax Credit Funds. Upon award of the necessary preliminary reservation from ICAC, BRIDGE shall exercise diligent good faith efforts to obtain a funding commitment from a reputable equity investor reasonably acceptable to the Agency for the Tax Credit Funds. Such funding commitment shall be in a form reasonably acceptable to the Agency. Procurement of a TCAC preliminary reservation and an acceptable funding commitment for the Tax Credit Funds shall be a condition precedent to the Agency's obligation to convey the Property to the Developer. If BRIDGE is not successful in obtaining a preliminary reservation from TCAC in the second round of 1996, the Agency and the Developer shall confer in good faith for a period not to exceed sixty (60) days to determine if BRIDGE should submit .a 3200n.PSO 05/06/96 -11- further application to TCAC or if a feasible and mutually acceptablve alternate arrangement can be made to finance developmAnt of the Development. If no agreement is reached by the parties within such sixty (60) day period regarding the alternative courses of action described in the preceding sentence, this Agreement may be. terminated in accordance with the. provisions of Section 8. 2. If the Apartment Improvements are on the TCAC waiting list, the sixty (60) day negotiating period shall be automatically extended by the number of days that the Apartment Improvements are on the waiting list. Section 2.6 Apartment Financing Plan. By not later than the date shown on the Development -Schedule, BRIDGE shall submit for Agency approval an Apartment Financing Plan containing the following: (a) An updated "sources and uses" breakdown of the costs of purchasing the Apartment Site and constructing the Apartment Improvements, and an updated operating proforma for the Apartment Improvements. Such updated sources and uses breakdown shall reflect BRIDGE's then current expectations for funding sources and development costs and may be in a form substantially similar to the most recently revised Financing Proposal approved by the Agency, or in such other form as is mutually agreed upon by the parties. The sources and uses breakdown shall detail the proposed uses of the Developer Fee to BRIDGE and shall provide for a Developer Fee to BRIDGE in the total amount and payable in the manner set forth in Section 5. 11. (b) Copies of all required funding commitments for construction and permanent financing for the Apartment Improvements, including a preliminary tax credit reservation and an executed commitment letter from an equity investor acceptable to the Agency for the Tax Credit Funds. (c) Any other information that is reasonably necessary to the Agency in determining that BRIDGE has the financial .capability to pay all costs of purchasing the Apartment Site and constructing the Apartment Improvements, such as evidence of the availability of equity funds required to construct the Apartment Improvements, other than tax credit investor equity. The Agency shall review the Apartment Financing Plan and any proposed amendments of the Apartment Financing Plan to determine if, in the Agency's, reasonable judgment, BRIDGE has the financial capability (taking into account all committed funds) , to pay all realistically established costs of purchasing the Apartment Site and constructing the Apartment Improvements. The 3200'n.PSO OS/06/96 -12- Agency shall either approve or disapprove the Apartment Financing Plan and .Ohy proposed amendments of the Apartment Financing Plan in writing within ten (10) days of receipt. If disapproved, the Agency shall give specific reasons for disapproval. If the Apartment Financing Plan is disapproved, BRIDGE may resubmit, and the Agency shall promptly review, a revised Apartment Financing Plan that addresses the reasons for disapproval, and the Agency shall grant BRIDGE a reasonable extension of the. time deadlines set forth in this Agreement as required to restructure the Financing Plan, subject to the outside .time limit for completion set forth in Section 8.12 below. Approval of the Apartment . Financing Plan by the Agency shall be a condition precedent to the Agency's obligation to convey the Property to the Developers. Section 2.7 Townhome Financing Plan. By not later -than the date shown on the .Development Schedule, Martin/Holliday shall submit for Agency approval a Townhome Financing Plan containing the following: (a) An updated "sources and uses" breakdown of the costs of purchasing the Townhome Site and constructing the Townhome Improvements. Such updated sources and uses breakdown shall reflect Martin/Holliday's then current expectations for funding sources and development costs and may be in a form substantially similar to the most recently revised Financing Proposal approved by the Agency, or in such other form as is mutually agreed upon by the parties. The sources and uses breakdown shall detail the proposed uses of the Developer Fee to Martin/Holliday and shall provide for a Developer Fee to Martin/Holliday in the total amount and payable in the manner set forth in Section 5.11. (b) Copies .of all required funding commitments for construction and permanent financing, as specified in the , Financing Proposal. (c) Any other information that would assist the Agency in determining that Martin/Holliday has the financial capability to pay all costs of purchasing the Townhome Site and constructing the Townhome Improvements, including, for example, identification and substantiation of the source and timing of equity commitments, and a proposed homeowners' association budget. The Agency shall review the Townhome Financing Plan and any proposed amendments of the Townhome Financing Plan to determine if, in the Agency's reasonable judgment, Martin/ Holliday has the financial capability (taking into account all 32O0TI.PSO OS/O6/96 -13- committed funds) , to pay all realistically established costs of purchasing." the Townhome Site and constructing the Townhome Improvem4nts. The Agency shall either approve or disapprove the Townhome Financing Plan and any proposed amendments of the Townhome Financing Plan in writing within ten (1.0) days of receipt. If disapproved, the Agency shall give specific reasons for disapproval. If the Townhome Financing Plan is disapproved, Martin/Holliday may resubmit, and the Agency shall promptly review, a revised Townhome Financing Plan that addresses the reasons for disapproval, and the Agency shall grant Martin/Holliday a reasonable extension of the time deadlines set forth in this Agreement as required to restructure the Financing Plan, subject to the outside time limit for completion set forth in Section 8. 12 below. Approval of the Townhome Financing Plan by the Agency shall be a condition precedent to the Agency's obligation to convey the Townhouse Site to Martin/Holliday. Section 2.8 Evidence of Availability of Funds. No later than the date shown in the Development Schedule, the Developers shall submit to the Agency evidence reasonably :satisfactory to the Agency that any conditions to the release or expenditure of the initial draw of funds described in the approved Financing Plans as the sources of funds to pay the costs of purchasing the Property and constructing the Development have been met (or will be met upon conveyance of the Property to the Developers and the payment of funds which will be available at the time of conveyance) .(or in the case of approvals, permits, and authorizations which are conditioned upon conveyance, reasonable evidence that such approvals, permits, or authorizations will be received promptly after conveyance) , and that such funds (including draws. subsequent to the initial draw of funds) will be available upon -such conveyance for purchasing the Property and constructing the Development. Submission by the: Developers, and approval by the Agency, of such evidence of funds availability shall be a condition precedent to the Agency's obligation to convey the Property to the Developers. x Section 2.9 Construction Plans. No later than the date the Developers apply for building permits for the Improvements, the Developers shall complete the Construction Plans, and shall deliver to the Agency a set of the completed Construction Plans for Agency review and approval. The Agency shall, if the Construction Plans substantially conform to the provisions of this Agreement, the: Final Development Plan and the Schematic Design Plans,, approve in writing such Construction Plans and no further filing by the Developers or approval by the Agency thereof shall be required except with respect to any material change. Unless rejected by 3200TI.P50 05/06/96 -14- the Agency for their failure to comply with the foregoing requiremefts within fifteen (15) days of submission by the Developers, the Construction Plans shall be deemed accepted. If rejected by the Agency in whole or in part, the Developers shall submit new or corrected Construction Plans within thirty (30) days of notification of the Agency's rejection and the reasons therefor. The Agency shall then have fifteen (15) days to review and approve the Developers' new or corrected Construction Plans. The provisions of this section relating to time periods for approval, rejection, or resubmission of new or corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Agency. Any changes to the Construction Plans required by the County during building permit review shall be deemed approved by the Agency. Section 2.10 Good Faith Deposit. .(a) The Developers have delivered to the Title Company a Good Faith Deposit in the amount of Twenty-Five Thousand Dollars ($25,000) , in cash, in connection with execution of the Exclusive Negotiating Rights Agreement.. Concurrently with execution of this Agreement, the Developer has delivered to the Title Company an additional Twenty-Five Thousand Dollars ($25,000) , in the form of cash, which, together with the Twenty Five Thousand Dollars ($25, 000) in funds delivered pursuant to the Exclusive Negotiating Rights Agreement, and any additional funds deposited pursuant to subsection (b) below, shall serve as security for the performance of the Developers' obligations under this Agreement. The Agency shall instruct the. Title Company to invest the Good Faith Deposit in -such manner as it customarily and from time to time invests its cash reserves. (b) In the event that, two hundred and seventy (270) days following the date of this Agreement, the Agency ,has not conveyed all of the Property to the Developers, the Developers shall K , deposit an additional $25,000 with the Title Company, to be added to the Good Faith Deposit. If, on said date, part, but not all of the Property has been conveyed.to the Developers, the amount to be deposited shall be equal to Twenty-Five Thousand Dollars ($25,000) multiplied by the percentage of the Property not yet conveyed to the Developers, calculated on a square footage basis. Up to three (3) additional deposits of Twenty-Five Thousand Dollars ($25,000) each (or the appropriate percentage thereof based on a square footage proration of the portion of the Property that has not yet been conveyed to the Developers) shall be due every ninety (90) days thereafter for so long as the Property has not all been conveyed to the Developers, with the final payment due four hundred and fifty (450) days from the date 3200T[.P50 05/06/96 -15- of execution of this Agreement, unless the Agreement is sooner terminated pursuant to its terms. Each such deposit will extend the AgreeYhent for ninety (90) days, provided that -the Developers are not otherwise in default hereunder. (c) The Agency may use the Good Faith Deposit and interest earned thereon to cure a default or to compensate the Agency for any expense or damage sustained by the Agency resulting from a default by the Developers under this Agreement, but only after the Agency has given at least thirty (30) days notice to the Developers of the Agency's intention to do so. Immediately upon demand by the Agency, the Developers shall restore the Good Faith Deposit by the amount of the Good Faith Deposit expended by the Agency. The Agency may also draw upon and retain the Good Faith Deposit and interest earned thereon if this Agreement is terminated pursuant to Section 8.4 to compensate the Agency for its opportunity cost in not pursuing the development of the Property with developers other than the Developers prior to the termination of this Agreement. In the event the Agreement is terminated pursuant to Section 8.4 prior to the conveyance of all of the Property, retention of the deposit by the Agency shall be the Agency's sole remedy with respect to the portion of the Property not yet conveyed to the Developers, except for claims arising from the Developers' exercise of the Temporary Right of Entry pursuant to Section 2.12 below. (d) If the Property is conveyed to the Developers, the Good Faith Deposit (and any interest earned thereon) shall be retained by the Agency and applied toward payment of the Purchase Price. If, prior to Closing, this Agreement is terminated by the Agency or the Developers pursuant to Section 8.2, or by the Developer pursuant to Section 8.3, the Agency shall return the Good Faith Deposit and any interest earned thereon to the ;Developers. Section 2.11 Right of Entry to Perform Studies. The Agency hereby grants a right of entry to the Property to the ,* Developers for the sole purposes of performing a land survey, and conducting soils and other testing which require access to the Property (the "Temporary Right of Entry") . The Developers agree at all times to keep the Property free and clear of all liens, encumbrances, and clouds upon title that could :result from the exercise of the Temporary Right of Entry. The ;Developer agrees to indemnify, defend, and hold the Agency harmless against all claims, including but not limited to mechanics liens and personal or property damage, arising from the entry of the Developers or their agents, employees, contractors or subcontractors onto the Property, or created as a result of the exercise of this Temporary Right of Entry. The Developer further agrees that all 320OUTSO 05/06/96 -16- survey and testing work performed pursuant to this Temporary Right of Entry shall be made at the Developers' sole cost. w , W W ARTICLE 3 DISPOSITION OF PROPERTY I I i I i i I i I i I i I I I I I i I I i I i I I I j I i Z Z survey and testing work performed pursuant to this Temporary Right of Entry shall be made at the Developers' sole cost. w W w ARTICLE 3 DISPOSITION OF PROPERTY Section 3 .1 Sale and Purchase. Provided the pre- disposition requirements set forth in Article Two and the additional closing conditions set forth in Section 3.4 have been satisfied, the Agency shall sell the Apartment Site to BRIDGE and the Townhome Site to Martin/Holliday and BRIDGE shall purchase the Apartment Site from the Agency and Martin/Holliday shall purchase the Townhome Site from the Agency, pursuant to the terms, covenants, and conditions of this Agreement. Section 3.2 Purchase Price. (a) The fair market value of the Property as of the date of this Agreement is approximately Two Million Three Hundred and Fifty Thousand Dollars ($2,350, 000) . The Agency has agreed to assist the Development by writing down the price to be paid by the Developers in the amount of Eight Hundred Thousand Dollars ($800,000) resulting in a Purchase Price of One Million Five Hundred and Fifty Thousand Dollars ($1,550,000) , of which Nine Hundred and Fifty Thousand Dollars ($950,000) is allocated to the Apartment Site and Six Hundred Thousand Dollars ($600,000) is allocated to the Townhome Site. (b) The Developers have paid the Agency a Good Faith Deposit pursuant to Section 2.10 above which shall be credited toward the Purchase Price (less any amounts utilized y the Agency pursuant to Section 2.10 above and not repleni hed by the Developers) . (c) BRIDGE shall pay the Agency Nine Hundred and Fifty Thousand Dollars .($950,000) as purchase price for the Apartment Site, of which Six Hundred Thousand Dollars ($600,000) (less one- half of the amount of the Good Faith Deposit held by the Agency at the time of close of escrow on the sale of the Apartment Site to BRIDGE) shall be paid in cash at close of Escrow. BRIDGE shall execute and deliver into Escrow the Agency Note and the Agency Deed of Trust evidencing and securing BRIDGE's obligation to pay the balance of the purchase price for the Apartment Site, in the amount of Three Hundred Fifty Thousand Dollars ($350,000) from surplus cash of the Apartment Improvements, all as more fully ,set forth in Article 5 of this Agreement, the Agency Note, and the Agency Deed of Trust. 3200TI.PSO OS/06/96 -17- (d) Martin/Holliday shall pay the Agency Six Hundred Thousand Dollars ($600,000) (less the remaining portion of the Good Faitjp Deposit held by the Agency at the time of close of Escrow on the Townhome Site) as purchase price for the Townhome Site. A prorated portion of this purchase price, based on square footage, shall be paid by Martin/Holliday upon each phase of conveyance of .the Townhome Site, as described in Section 3.5 below. Section 3.3 Opening Escrow. To accomplish the purchase and transfer of the Property from the Agency to the Developer, the parties shall' establish the Escrow with the Title Company. The parties shall execute and deliver all written instructions to the Title Company to accomplish the terms hereof, which instructions shall be consistent with this Agreement. Section 3.4 Close of Escrow For Apartment Site. Escrow for the conveyance of the Apartment Site shall close on a date mutually acceptable to the Agency and BRIDGE within thirty (30) days (or sooner, if required pursuant to Section 2.1(b) ) following the date on which all conditions precedent to conveyance of the Apartment Site set forth in Article Two have been satisfied (subject to Section 2.1(b) ) , but in no event later than December 31, 1996, or such later -date that the Agency and BRIDGE agree upon. In addition to the conditions precedent to conveyance set forth in Article Two, the following conditions shall be satisfied prior to or concurrently with, and as conditions of, conveyance of the Apartment Site: (a) BRIDGE shall provide the Agency with certified copies of corporate authorizing resolutions, approving .the Agency Documents to be executed by BRIDGE, as applicable, and BRIDGE's execution of the Agency Documents. (b) BRIDGE shall have executed and delivered to the. Agency the Agency Note, the Agency Deed of Trust, the Regulatory �,- Agreement, the Childcare Easement Agreement, and any other documents and instruments required to be executed and delivered by the terms of this Agreement, all in form and substance reasonably satisfactory to the Agency. (c) BRIDGE shall have furnished the Agency with evidence of the insurance coverage meeting the general insurance requirements -set forth in Section 6.9. (d) The Regulatory Agreement shall have been recorded against the Apartment Site, as a lien subject only .to the exceptions authorized by this Agreement or created by the Agency's actions. 3200n.PSO OS/06/96 -18- (e) The Agency Deed of Trust shall have been recorded against the Apartment Site and there shall have been issued to the Agency by the Title .Company, for the Agency Deed of Trust, a 1970 (without ' amendments or revisions) ALTA LP-10 Lenders Policy of title insurance in the amount of Three Hundred Fifty Thousand Dollars ($350,000) , with CLTA Endorsements Nos. 100, 101.2 (if subsequently requested by the Agency) , 102.5, 103.1, 116, and such other endorsements as the Agency may reasonably request, which shall insure the Agency Deed of Trust, as a lien upon the Property subject only to the exceptions authorized by this Agreement. CLTA Endorsements Nos. 101.2 (if subsequently requested by the Agency) , 102.5 and 116 are to be issued at a later time. (f) There shall exist no condition, event or act which would constitute a breach or default under this Agreement or any other Agency Document or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default. (g) All representations and warranties of BRIDGE contained in any Agency Document shall be true and correct as of the close of Escrow. Section 3.5 Close of Escrow for Townhome Site. The Townhome Site shall be conveyed to Martin/Holliday in two (2) phases, corresponding to the phases of the construction loan obtained by Martin/Holliday to finance construction of the Townhome Developments, and in conformance with the parcelization of the Townhome Site pursuant to the Lot Line Adjustment. Escrow for the conveyance of the portion of the Townhome Site required for each phase shall close on the dates mutually acceptable to the Agency and Martin/Holliday, with the -first conveyance to occur within thirty (30) days following the date on which all conditions precedent to conveyance of the Townhome Site set forth �- in Article Two have been met, but in no event later than August 1, 1997 or such later date that the 'Agency and Martin/Holliday agree upon, and the second phase conveyance to occur no later than two hundred and seventy (270) days from the date of the first phase conveyance, or such later date as the Agency and Martin/Holliday may agree upon. In addition to the conditions precedent to conveyance set forth in Article Two, the following conditions shall be satisfied .prior to or concurrently with, and as conditions of, conveyance of each phase of the Townhome Site: (a) The Martin Group of Companies, Inc. and Holliday Development, Inc. shall provide the Agency with certified copies of corporate authorizing resolutions, approving the Agency 32OOn-P50 05/06/96 -19- Documents to be executed by Martin/Holliday, as applicable, and Martin/Holliday's. execution of the Agency Documents. w`"(b) Martin/Holliday shall have furnished the Agency with evidence of the insurance coverage meeting- the general insurance requirements set forth in Section 6.9.. (c) * There shall exist no condition, event or act which would constitute a breach or default under this Agreement or any other Agency Document or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default. (d) All representations and warranties of Martin/Holliday contained in any Agency Document shall be true and correct as of the close of Escrow. Section 3.6 Condition of Title. (a) Upon the close of Escrow on the Apartment Site, BRIDGE or its permitted assignee. hereunder shall have. insurable fee title to the Apartment Site which shall be free and clear of all liens, encumbrances, clouds and conditions, rights of occupancy or possession, except: (i) applicable building and zoning laws and regulations; (ii) the provisions of this Agreement; (iii) the provisions of the Agency Grant Deed (Apartment Site) , including the Childcare Easement; (iv) the provisions of the Regulatory Agreement; (v) the provisions of the Agency Deed of Trust; . (vi) any lien for current taxes and assessments or taxes and assessments accruing subsequent to recordation of the Agency Grant Deed; (vii.) conditions, covenants, restrictions or easements shown as exception numbers 1-10, 12, 13, 15, and 16 in the Preliminary Title Report for the Property issued by the Title Company on March 13, 1996, or as otherwise approved by the Developer. (b) Upon the close of Escrow on the Townhome Site, Martin/Holliday or its permitted assignee hereunder shall have 3200n.P50 05/06/96 -20- insurable fee title to the Townhome Site which shall be free and clear of all liens, encumbrances, clouds and conditions, rights of occupapicy or possession, except: ' w (i) applicable building and zoning laws and regulations; (ii) the provisions of this Agreement; (iii) the provisions of the Agency Grant Deed (Townhome Site) ; (vi) any lien for current taxes and assessments or taxes and assessments accruing subsequent to recordation of the Agency Grant Deeds;. (viii) conditions, covenants, restrictions or - easements shown as exception numbers. 1-10 and 15-17 in the Preliminary Title Report for the Property issued by the Title Company on March 13, 1996, or as otherwise approved by the Developer. Section 3.7 Condition of Property. In fulfillment of the purposes of Health and Safety Code Section 25359.7 (a) , the Agency hereby represents and warrants that it has no knowledge, and has .no reasonable cause to believe, that any release of hazardous substances has come to be located on or beneath the Property, except as disclosed in .the Phase I Study, a copy of which has been delivered to Developers. The Agency and the Developers understand and agree that the .Property shall be purchased "as is" by the Developers and that the Agency shall in no way be responsible for demolition, site preparation or any other removal or replacement of improvements thereon. The Developers agree to accept conveyance of the Property in its present condition, "as is" and without ,. representation or warranty from the Agency with respect to the. condition of the Property including, but not limited to, the condition of the soil, presence of hazardous materials or contaminants, and all other physical characteristics. The Developers have performed and relies solely upon its own . independent investigation concerning the physical condition of the Property or compliance of the Property with any statutes, ordinances, rules or regulations. If the conditions of the Property are not in all respects entirely suitable for the use or uses to which the Property will be put as described in this Agreement, then it is the sole 11 1 responsibility and obligation of .the Developers to correct any 3200n.PSO OS/06/96 -21- soil conditions, correct any subsurface condition, correct any structural condition, demolish any improvements and otherwise put the Property in a condition suitable for the Development to be constructed pursuant to this Agreement. The Developers hereby waive any right to seek reimbursement or indemnification from the Agency of the Developers costs related to correction of any physical conditions on the Property, including but not. limited to the presence of hazardous materials. Section 3 .8 Costs of Escrow and Closing. Ad valorem taxes, if any, shall be prorated as of the date of conveyance. All costs of closing the conveyance of the Apartment Site, including but not limited to, the cost of title insurance (including the Agency's lender's policy) , transfer tax, Title Company document preparation, recordation fees and the escrow fees of the Title Company shall be paid by BRIDGE. All costs of closing the conveyance of the Townhome Site,, including but .not limited to, the cost of title insurance, transfer tax, title company document preparation, recordation fees and the escrow fees of the Title Company shall be paid by Margin/Holliday. The costs borne by the Developers are in addition to the purchase price for the Property. ARTICLE 4 AGENCY ACQUISITION LOAN Section 4. 1 Amount. Subject to the terms and conditions set forth in the Agency Documents, the Agency hereby agrees to lend, and BRIDGE hereby agrees to borrow Three Hundred Fifty Thousand Dollars ($350,000) in the form of seller carry-back financing for the Apartment Site as described in Section 3.2 (c) above. Section 4.2 Repayment. (a) The Acquisition Loan shall bear no interest prior ' to issuance of the Certificate of Completion for the Apartment Improvements pursuant to Section 5.9 below (the "Interest Commencement Date") . Beginning on the Interest Commencement Date and continuing until the Acquisition Loan is repaid in full, the Acquisition Loan shall bear interest at the rate of three percent (3%) per annum, compounded annually, provided, however, upon a determination by the Agency's Deputy Director-Redevelopment that the compounding of interest is not economically feasible, the interest rate shall be changed to three percent (3%) simple interest. 3200T T50 05/06/96 -22- (b) Annual Installment Payments. The principal amount of the Acquisition Loan and interest thereon shall be amortized in thirtyw(30) equal annual installments. Equal level amortizing paymentswof the principal amount of the Agency Acquisition Loan and interest thereon shall be due annually on April 30, beginning on the April 30 constituting the first (1st) anniversary of the Interest Commencement Date and continuing through and including the April 30 constituting the thirtieth (30th) anniversary of the Interest Commencement Date (each such April 30 is referred to as a "Paypent Date") ; provided, however, that annual payments shall be made only to the extent that there exists Surplus Cash (as defined below) resulting from operation of the Apartment Improvements during the calendar year ending most nearly prior .to the applicable Payment Date, and payment of that portion of the equal level amortizing annual installment in excess of such Surplus Cash shall be deferred for future payment as described below; provided, further, however, that if the amount of such Surplus Cash exceeds the annual payment due on a given Payment Date, and there exists as of such Payment Date any deferred principal or interest not paid in a previous year or years, BRIDGE shall pay to the Agency all Surplus Cash up to an amount equal to the sum of the annual payment due on such Payment Date and the amount of deferred principal or interest from previous years. In the event that the County provides additional funding to BRIDGE for the Apartment Improvements, Surplus Cash shall be divided between repayment of the Agency and repayment of the County, in proportion to their outstanding land write-down and loan amounts pursuant to an intercreditor agreement to be entered into by the Agency, the County, and BRIDGE. Annual payments made shall be applied first to interest currently due, and then to principal amounts due. If the amount of Surplus Cash is not sufficient to pay the currently due interest portion of an annual payment, the amount of currently due interest not paid shall be deferred and added to the principal amount of the Acquisition Loan and shall thereafter be ,. treated as principal due in previous years and deferred and shall 3W bear interest at three percent (3%) per annum, compounded annually, subject to Section 4.2 (a) above. (c) Payment in Full. All principal and interest on the Acquisition Loan shall be due upon the earliest of: (1) a Transfer of the Apartment Site and/or Apartment Improvements other than a Transfer permitted or approved by the Agency as provided in Article 7; (2) the occurrence of an Event of Default with respect to the Apartment Site for which the Agency exercises its 3200T[.PSO 05/06/96 -23- right to cause the Acquisition Loan indebtedness to become immediately due and payable, or for which the Acquisition Loan indebtedness is automatically specified to become immediately due and payalp'ie pursuant to applicable subsections of Section 8.4 below; or (3) the fifty-fifth (55th) anniversary, of the Interest Commencement Date. (d) Special Definitions. The following special definitions shall apply for purposes of this Section 4.2: (1) "Surplus Cash" in a particular Fiscal Year shall mean the amount by which Gross Revenue (as defined below) exceeds Annual Operating. Expenses (as defined below) . (2) "Gross Revenue" with respect to a particular Fiscal Year shall mean all revenue, income, :receipts, and other consideration actually received from operation and leasing of the Apartment Improvements. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by tenants, Section 8 payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements; proceeds from vending and laundry room machines; payments received from the residents of the . Townhome Improvements (or their homeowners' association) for use of the swimming pool and clubhouse/community facility located on the Apartment Site; the proceeds of business interruption or similar insurance; the proceeds of casualty insurance not used to rebuild the Apartment Improvements; and condemnation awards for a taking of part of all of the Apartment Site .and/or Apartment Improvements for a temporary period. Gross Revenue shall not include tenants' security deposits, loan proceeds, capital contributions or similar advances. . (3) "Annual Operating Expenses" with respect to a particular Fiscal Year shall mean the following costs reasonably and actually incurred for operation and maintenance of the Apartment Improvements to the extent that they are consistent with an annual independent audit performed by a certified public accountant using generally accepted accounting principles: property taxes and assessments imposed on the Apartment Site and Apartment Improvements; debt service currently due on a non- optional basis (excluding debt service due from residual receipts or surplus cash of the Apartment Improvements) on loans associated with development of the Apartment Improvements and approved by the Agency pursuant to Section 2.6 above; property management fees and reimbursements, not to exceed fees and 3200T[.PSO 0S/06/96 -24- reimbursements which are standard in the industry and pursuant to a management contract approved by the Agency; Partnership managemen fees not to exceed Fifteen Thousand Dollars ($15,000) per year(0wall as approved by the Agency at the time the investor limited partner is admitted to the Partnership, premiums for property damage and liability insurance; utility services not paid for directly by tenants, including water, sewer, and trash collection; maintenance and repair; any annual license' or certificate of occupancy fees required for operation of the Development; security services; advertising and marketing; cash deposited into reserves for capital replacements of the Apartment Improvements in an amount not to exceed six tenths of one percent (.6%) of the total development cost of the Apartment Improvements; cash deposited into an operating reserve in an amount not to exceed 3% of Annual Operating Expenses or the ' amount required in connection with the permanent financing and the Tax Credit Funds, whichever is greater (or any greater amount approved by the Agency) but with the operating reserve capped at a total of $500,000; payment of any previously unpaid portion of the Developer Fee due BRIDGE (without interest) not exceeding a cumulative Developer Fee due BRIDGE in the maximum amount set forth in Section 5.11; extraordinary operating costs specifically approved by the Agency; and other ordinary and reasonable operating expenses not listed above. (4) "Annual operating Expenses" shall not include the following: depreciation, amortization, depletion or other non-cash expenses; any amount expended from a reserve account; and any capital cost with respect to the Development, as determined by the accountant for the Apartment Development. Section 4.3 Prepayment. BRIDGE may pay the principal and any interest due on the Acquisition Loan in advance of the time for payment thereof as provided in this Agreement, without penalty; provided, however, that BRIDGE acknowledges that the provisions of this Agreement and the Regulatory Agreement will be applicable to the Apartment Site and Apartment Improvements even r' through the Developer may have prepaid the Acquisition Loan. Section 4.4 Assumption. Except as provided in the, following sentence, the Agency Note shall not be assumable by successors and assigns of BRIDGE without the prior written consent of the Agency, which consent shall be granted or denied in the Agency's sole discretion. The Agency Note shall be assumable by a nonprofit public benefit corporation controlled by BRIDGE in connection with a Transfer described in Section 7.4 (.c) or by the Partnership in connection with a Transfer described in and approved by the Agency pursuant to Section 7.4 (d) , provided that the entity assuming the Agency Note executes and records in 3200TLP50 05/06/96 -25- the Records of the County of Contra Costa such instrument(s) as the Agency deems necessary or appropriate to, evidence such assumption. W Section 4.5 Security for Agency Acquisition Loan. The Acquisition Loan shall be secured by the Agency Deed of Trust. Section 4.6 Subordination of Actency Deed of Trust. The Agency agrees to subordinate the Agency Deed of Trust to the lien for the deed(s) of trust securing construction and permanent financing approved by the Agency pursuant to Section 2.6. The Agency agrees to execute such documents as are reasonably required by the holder of a Security Financing Interest to effectuate such subordination. Section 4.7 Subordination of Regulatory Agreement. The Agency agrees to subordinate the Regulatory Agreement to the lien of deed(s) of trust securing construction and permanent financing approved by the Agency pursuant to Section 2.6 and to the regulatory agreements(s) recorded in connection with such financing and/or the Tax Credit Funds upon satisfaction of the requirements of, and to the extent permitted by,, California Health and Safety Code Section 33334.14 (a) . The Agency agrees to execute such documents as are reasonably required by the holder of a Security Financing Interest to effectuate :such subordination. ARTICLE 5 CONSTRUCTION OF IMPROVEMENTS Section 5.1 Construction Pursuant to Plans. Unless modified by operation of. Section 5.2, the Development shall be constructed substantially in accordance with the Construction Plans approved by the Agency pursuant. to Section 2.9 and the terms and conditions of the County's land use permits and ,. approvals and building permits, including any variances granted. Section 5.2 Change in Construction of Development. If the Developers desire to make any material change in the Development which is not substantially consistent with the Construction Plans, the Developers shall submit the proposed change to the ,Agency for its approval. Any change which is expected to substantially alter the external appearance of the Development (including any color change) or ;which is expected to result in a cumulative change of Fifty Thousand Dollars. ($50,000) or more in the cost of construction of the Apartment Improvements or the Townhome. Improvements shall be deemed a material change. No change which is required for compliance with building codes or 3200n.P50 05/06/96 -26- other government health and safety regulation shall be deemed material. The Developers may make non-material changes without Agency consent. w Unless a proposed change for which Agency consent is required is rejected by the Agency within fourteen (14) days, it shall be deemed approved. If rejected within such time period, the previously approved Construction Plans shall continue to remain in full force and effect. If the Agency rejects a proposed change, it shall provide the Developers with the specific reasons therefor. Section 5.3 Construction Contracts. By not later than fifteen (15) days prior to the proposed commencement of construction of the Development, the Developers shall submit to the Agency for its limited approval the proposed construction contracts for the Apartment Improvements and the Townhome - Improvements. The Agency's review and approval shall be limited exclusively to a determination whether (a) the guaranteed maximum construction cost set forth in the construction contracts are consistent with the approved Financing Plans, (b) the construction contracts are with contractors approved by the Agency, and (c) the construction contracts contain provisions consistent with Sections 5.6, 5.7 and 5.8. The Agency's approval of the construction contract shall in no way be deemed to constitute approval of or concurrence with any other term or condition of the construction contract. Upon receipt by the Agency of the proposed construction contracts, the Agency shall promptly review same and approve it within five (5) business days if it satisfies the limited criteria set forth above. If the construction contracts are not approved by the Agency, the Agency shall set forth in writing and notify the Developers of the Agency's reasons for withholding such approval. The Developers shall thereafter submit revised construction contracts for Agency approval, which approval shall be granted or denied in five (5) business days in accordance with x the criteria and procedures set forth above. Failure of the Agency to respond to the Developers request for approval within five (5) business days shall be deemed approval. Any construction contract executed by the Developers for the Development shall be in the form approved by the Agency. Section 5.4 Commencement of Construction. The Developers shall commence construction of the Apartment Improvements and the Townhome Improvements within thirty (30) days following. conveyance to the Developers by the Agency of both the Apartment Site and any portion of. the Townhome Site (whichever conveyance occurs later) . Subject to Section 8.11 below, failure 'by the 3200n.PSO 05/06/96 -27- I I Developers to commence construction of both 'the Apartment Improvements and the Townhome Improvements within such time period smell constitute an Event of Default ,within the meaning and withwthe effect set forth in Section 8.4. Section 5.5 Completion of the Improvements. (a) BRIDGE shall diligently prosecute to completion the construction of the Apartment Improvements (sufficient to obtain approval for occupancy of the Apartment :Improvements from the County) within eighteen (18) months following commencement of construction of the Apartment Improvements. (b) Martin/Holliday shall diligently prosecute to completion the construction of the Townhome Improvements (sufficient to obtain approval for occupancy for the Townhome - Improvements from the County) within eighteen (:18) months following commencement of construction of the Townhome Improvements. Section 5.6 Egual Opportunity. During -the construction of the Development there shall be no discrimination on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the hiring, firing, promoting or demoting of any person engaged ;in 'the construction work. To the extent practicable, preference for employment shall be given to persons residing within the Project Area pursuant to the terms of a first source agreement to be ;executed by the Developer in a form to be provided by the Agency. Section 5.7 Prevailing Wage Requirement. All workers performing construction work on the Development shall be paid not less than the highest prevailing rate of per diem wages as . determined by the California Department of Industrial Relations and its Director pursuant to Section 1773 of the Labor Code. In meeting these requirements, the Developer shall comply with the , provisions of Agency Resolution 88-9, which ,is attached hereto as Exhibit K. Section 5.8 Minority and Women-Owned Contractors. The Developers will use their best efforts to afford minority-owned and women-owned business enterprises the maximum practicable opportunity to participate in the construction of the Development. The Developers shall, at a minimum, notify applicable minority-owned and women-owned business firms located in Contra Costa County of bid opportunities :for the construction of the Development. A listing of minority-owned and women-owned businesses located in the County and neighboring counties is available from the County of Contra Costa. 320011.PSO 05/06/96 -28- Section 5.9 Certificates of Completion. Promptly after completion, of the Apartment Improvements in accordance with those provisiopt of this Agreement relating solely to the obligations of BRIDGE to construct the Apartment Improvements (including the dates for beginning and completion thereof, as they may have been extended by the Agency) , the Agency will provide a Certificate of Completion so certifying, in substantially the form shown in Exhibit K attached hereto and incorporated herein. Promptly after completion of each of the units included within the Townhome Improvements and after completion of the common area of the Townhome Improvements, in accordance with those provisions of this -Agreement relating solely to the obligations of Martin/Holliday to construct the Townhome Improvements (including the dates for beginning and completion thereof, as they may have been extended by the Agency) , the Agency will provide a Certificate of Completion so certifying. Such Certificates of Completion shall be conclusive evidence that the covenants in this Agreement with respect to the obligations of each of the Developers to construct the portions of the Development described in such certificates and the dates for the beginning and completion thereof have been met. Such certifications shall be in such form as will enable them to be recorded among the official records of Contra Costa County. Such certifications and determinations shall not constitute evidence of compliance with or satisfaction of any obligation of the Developers to any holder of a deed of trust securing money loaned to finance the Development or any part thereof and shall not be deemed a notice of completion under the California Civil Code. Section 5.10 Construction Completion Guarantees. Prior to commencement of construction of the Development, each of the Developers shall deliver to the Agency labor and material bonds and performance bonds for the Apartment Improvements and the Townhome Improvements. Any such bonds shall name the Agency as co-obligee. In lieu of such bonds, the Developers may submit such other guarantees satisfactory to the Agency including but ." not limited to a completion guarantee in a form and from a guarantor reasonably acceptable to the Agency. Section 5.11 Developer Fee. The amount and the terms of the Agency land write-down and Acquisition Loan have been established by taking into account the anticipated costs of development, including a maximum Developer Fee to be paid for development and construction management services. In this regard, BRIDGE shall be entitled to a Developer Fee in an amount not exceeding One Million Two Hundred Thousand Dollars ($1,200,000) and Martin/Holliday shall. be entitled to a Developer Fee in an amount not exceeding Four Hundred and Fifty Thousand 3200n.P50 05/06/96 -29- i Dollars ($450,000) . Except for the Developer Fee, no compensation from any source shall be received by or payable to the Develppers or any Affiliate (as defined ,'below) of the Developers in connection with the provision ' of development and construction management services for the acquisition and construction of the Development. The prohibition set forth in the preceding sentence shall not apply to receipt by BRIDGE of a partnership management fee or property management fee, which fees are deemed to constitute an Annual Operating Expense and not a cost of development. BRIDGE agrees that its Developer Fee shall be utilized to pay costs associated with the Apartment Development, including but not limited to meeting capital contribution, capitalization and guaranty requirements associated with the low income housing tax credit syndication, and administrative costs of BRIDGE. Marketing/lease-up cost reimbursements to BRIDGE or its affiliates shall .not be considered to be payment of a portion of the Developer Fee: For purposes of this Section 5.11, "Affiliate" shall mean an entity with at least five percent (5%) common ownership or common control as BRIDGE or Martin/Holliday, as applicable. Section 5.12 Management Agreement and Procedures. BRIDGE Property Management Company is hereby approved as the initial Management Agent for the Apartment Improvements„ By no later than one hundred and twenty (120) days following commencement of construction of the Apartment Improvements, 'Martin/Holliday shall submit to the Agency, a marketing plan for the sale of the Townhome Improvements, and BRIDGE shall provide to the Agency Ia proposed management agreement, a marketing plan for the rental 'of the Apartment Improvements, written guidelines or procedures for tenant selection for the Apartment Improvements, written procedures for implementation of the income ';certification and reporting requirements of the Regulatory Agreement, and a proposed plan for operation and management of the Apartment Improvements. Such marketing plans, written guidelines and procedures shall be deemed approved by the Agency unless disapproved in writing within ten (10) business days of their receipt by the Agency. Any written disapproval shall specify the reasons for such disapproval. The Developers shall thereafter submit revised marketing plans, guidelines, ;and procedures to the Agency, and the same procedures for approval, or disapproval shall apply to the revised guidelines and procedures as set forth above for the original submission. ARTICLE 6 !. ONGOING DEVELOPER OBLIGATIONS 3200TLP50 05/06/96 -30- Section 6.1 Applicability. The conditions and obligations set forth in this Article 6 shall apply throughout the Term, .unless a different period of applicability is specified for a pa;?ticular condition or obligation. Section 6.2 Use. The Developers hereby agree that, for the entire Term, the Development will be used only for. residential use consistent with the Agency Documents, the Final Development Plan and the Approved Construction Pians. Martin/Holliday shall include the requirements of this Section 6.2 in the Townhome CC&Rs. Section 6.3 Maintenance. The Developers hereby agree that, prior to completion of the Development, the portions of the Property undergoing construction shall be maintained in a neat and orderly condition to the extent practicable and in accordance ' with industry health and safety standards, and that, once the Development is completed, the Development shall be well maintained by the Developers as to both external and internal appearance of the units, the common areas, and the open spaces. The Developers shall maintain the Development in good repair and working order, and in a neat, clean and orderly condition, including the walkways, driveways, alleyways and landscaping, and from time to time make all necessary and proper repairs, renewals, and replacements. In the event that there arises at any time prior to the expiration of the Term a condition in contravention of the above maintenance standard, then the Agency shall notify the Developers in writing of such condition, giving the Developers thirty (30) days from receipt of such notice to cure said condition. In the event the Developers fail to cure or commence to cure the condition within the time allowed, the Agency shall have the right to perform all acts necessary to cure such a condition, or to take other recourse at law or equity the Agency may then have and to receive from the Developers, the Agency's cost in taking such action. The parties hereto further mutually understand and. 3W.3W agree that the rights conferred upon the Agency expressly include the right to enforce or establish a lien or other encumbrance against the Property, but such lien shall be subject to previously recorded liens and encumbrances. The foregoing provisions shall be a covenant running with the land until expiration of the Term, enforceable by the Agency, its successors and assigns. Nothing in the foregoing provisions shall preclude the Developers from making any alterations, additions, or other changes to the Development, provided that such changes comply with this Agreement and the Final Development Plan, and with all necessary land use, building permits, and other approvals from the County. 3200n.PSO 05/06/96 -31- i The provisions of this Section 6.3 shall apply separately to each of th4p Apartment Development and the Townhome Development so that faildre by BRIDGE, its successors and assigns, to maintain the Apartment Development in accordance with the standards set forth in this Section 6.3 shall give rise to ,Agency remedies under this Section 6.3 only with respect to BRIDGE, its successors and assigns, and the Apartment Development;' and failure by Martin/Holliday, its successors and assigns to maintain the Townhome Development in accordance with this Section 6.3 shall give rise to Agency remedies under this Section 6.3 only with respect to Martin/Holliday, its successors and assigns, and the Townhome Development. The provisions of this Section 6.3 shall be included in the Townhome. CC&Rs. Following conveyance by Martin/Holliday of the last townhome unit toga homebuyer, Martin/Holliday shall be released from any -obligations under this Section 6.3; provided, however, that the obligations under this Section. 6.3 shall run with Property and shall bind Martin/Holliday's successors and assigns including, without limitation, the Townhome Improvements homeowners and their homeowners' association. Section 6.4 Property Tax Exemption. BRIDGE and its successors and assigns hereunder shall not apply for a property tax exemption for the Apartment Development without the prior written consent of the Agency, which consentishall be granted or withheld in the Agency's sole exercise of its discretion. In the event the Agency grants written consent to an application for a property tax exemption for the Apartment Development, BRIDGE shall not apply for a property tax exemption for the Apartment Development under any provision of law other than Revenue and Taxation Code Section 214 (g) . Section 6.5 Taxes and Assessments. The Developers shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed !aga:inst it, or >' payable by it, at such times and in such manner as to prevent any penalty from accruing, or any line or charge from attaching to the Property; provided, however, that the Developers shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developers exercise their right to contest any tax, assessment, or charge against them, the Developers, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against them, together with all costs, charges and interest. Following conveyance by Martin/Holliday of the last townhome unit to a homebuyer, Martin/Holliday, shall be released from any obligations under this Section 6.5; provided, however, 320OUTSO 05/06/96 -32- that the obligations under this Section 6.5 shall run with the Property and shall bind Martin/Holliday's successors and assigns including„ without limitation, the Townhome Improvements homeowners and their homeowners' association. Section 6. 6 Mandatory Language in All Subsequent Deeds Leases and Contracts. (a) Basic Requirement. The Developers covenant by and for themselves, their successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease transfer, use, occupancy, tenure or enjoyment of the Development nor shall the Developers or any person claiming under or through the Developers establish or permit any such practice or practices of discrimination- or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Development. The foregoing covenant shall run with the land. Following conveyance by Martin/Holliday of each townhouse unit to a homebuyer, Martin/Holliday shall be released from any obligations under this Section 6.6 with respect to such unit; provided, however, that the obligations under this Section 6.6 shall run with the Property and shall bind Martin/Holliday's successors and assigns, including, without limitation, the Townhome Improvement homeowners and their homeowner's association. (b) Provisions In Conveyance Documents. All deeds, leases or contracts made or entered into by Developers, their successors or assigns, as to any portion of the Property shall contain therein the following language: (1) In Deeds: "Grantee herein covenants by and for itself, its successors DI and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed nor shall the grantee or any person .claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the. property- 3200n.PSO 05/06/96 -33- i herein conveyed. The foregoing covenant shall run with the land" . w � (2) In Leases: "The lessee herein covenants by and for! the lessee and lessee's heirs, personal representatives and assigns and all persons claiming under the lessee or through the lessee that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein .leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, :number, use or occupancy of tenants, lessees, sublessees, ,subtenants, or vendees in the land herein leased". (3) In Contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, .sex, sexual orientation, marital status, national origin or ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection,, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land". Section 6.7 Hazardous Materials. (a) Certain Covenants and Agreements. The Developers hereby covenant and agree that: (1) The Developers shall not knowingly permit the Development or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in', on or under the Development. (2) The Developers shall keep and maintain the Development and each portion thereof in compliance with, and 3200TI-PSO os/06/96 —34— shall not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws. Following conveyancer by Martin/Holliday of each townhouse unit to a homebuyee, Martin/Holliday shall be released from any obligations under this Section 6.7 (a) (2) with respect to such unit; provided, however,, that the obligations under this Section 6.7 (a) (2) shall run with the Property and shall bind Martin/Holliday's. successors and assigns, including; without limitation, the Townhome Improvement homeowners and their homeowner's association. (3) Upon receiving actual knowledge of the same the Developers shall immediately advise the Agency in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developers or the Development pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any. third party against the Developers or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims") ; (C) the presence of any Hazardous Materials in, on or under the -Development; or (D) the Developers' discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property"under the provisions of California Health and Safety Code,. Sections 25220 et sect. , or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Laws. The Agency shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated . in connection with any Hazardous Materials Claims, and, for Hazardous Materials Claims related to conditions occurring after the close of Escrow for each portion of the Property, as applicable, to have its reasonable attorney's fees in connection , therewith paid by the Developer owning such portion of the Property. (4) Without the Agency's prior written consent, which shall not be unreasonably withheld, and which the Agency shall promptly grant or deny, the Developers shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by. governmental agencies having jurisdiction) , nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims. 3200TI.PSO 05/06/96 -35- I I i I (b) Indemnity. Without limiting the generality of the indemnification set forth in Section 10.7 below, and subject to the division of liability between the Developers; set forth in the last sentence of this subsection (b) , the Developers hereby agree to indemnify, protect, hold harmless and defend .(by counsel reasonably satisfactory to the Agency) the Agency, its boardmembers, officers, and employees from and against. any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings; and orders, judgements, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, but not limited to, attorney's fees and expenses) , arising directly or indirectly, in whole or in part, out of: (1) the failure of the Developers, or any of them, or any other person or entity to comply with any Hazardous Materials Law relating in any way whatsoever to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation or disposal of Hazardous Materials into, on, under or from the Development; (2) the presence in'', ori or under the Development of any Hazardous Materials or any releases or .discharges of any Hazardous Materials into, on, under or from the Development; or (3) any activity carried on or undertaken on or off the Development, subsequent to the conveyance of the Property to the Developers, and whether by the Developers; or any successor in title or any employees, agents, contractors or subcontractors of the Developer or any successor in title, or any third persons at any time occupying or present on the Development, in connection with the handling, treatment, removal., storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time located or present on or under the Development. The foregoing indemnity shall further apply to any residual contamination on or under the Development, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with J' Hazardous Materials Laws. The provisions ofthi.s subsection ', shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect. Notwithstanding any other provision of this 'subsection . (b) , BRIDGE, its successors and assigns shall provide: the foregoing indemnity to the Agency with respect to Hazardous Materials Claims arising on or in the Apartment Site and Apartment Improvements and Martin/Holliday, its successors and assigns shall provide the foregoing indemnity to the Agency with respect to Hazardous Materials Claims arising on or 'in t:he Townhome Site and Townhome Improvements; and, provided further, that with respect to Hazardous Material Claims arising! from Hazardous 320011.P50 05%06/96 -36- Materials that were present on the Property at the time the Property, or applicable portion thereof, was conveyed to the Developers, the maximum cumulative liability of the Developers to the Agen( 'y pursuant to the foregoing indemnity shall be Fifty Thousand Dollars ($50,000) . (c) No Limitation. The Developers hereby acknowledge and agrees that the Developers' duties, obligations and liabilities under this Agreement, including, without limitation, under subsection (b) above, are in no way limited or otherwise affected by any information the Agency may have concerning the Development and/or the presence within the Development of any Hazardous Materials, whether the Agency obtained such information from the Developers or from its own investigations, unless such information was intentionally concealed by the Agency. Section 6.8 Management Agent; Periodic Reports. (a) Management Agent. The Apartment Improvements shall at all times be managed by an experienced Management Agent reasonably acceptable to the Agency, with demonstrated ability to operate residential facilities like the Apartment Improvements in a manner that will provide decent, safe, and sanitary housing. BRIDGE shall submit for the Agency's approval the identity of any proposed Management Agent. BRIDGE shall also submit such additional information about the background, experience and financial condition of any proposed Management Agent as is reasonably necessary for the Agency to determine whether the proposed Management Agent meets the standard for a qualified Management Agent set forth above. If the proposed Management Agent meets the standard for a qualified Management Agent set forth above, the Agency shall approve the proposed Management Agent by notifying BRIDGE in writing: Unless the proposed Management Agent is disapproved by the Agency within thirty (30) days, which disapproval shall state with reasonable specificity the basis for disapproval, it shall be deemed approved. BRIDGE Property Management Company is hereby approved by the Agency as the initial Management Agent. Martin/Holliday, its successors to the Townhome Site, shall provide the Agency with written notice of the identity of any Management Agent retained to manage the Townhome Improvements and of any change in such Management Agent. (b) Performance Review. The Agency reserves the right to conduct a periodic review of the management practices. and financial status of the Development within thirty (30) days after each anniversary of the issuance of the Certificate of Completion. The purpose of each periodic review will be to enable the Agency to determine if the Development is being operated and managed- in accordance with the requirements and 3200T[.P50 05/06/96 -37- I i standards of this Agreement. The Developers shall cooperate with the Agency in such reviews. : (c) Books, Records and Reports. ;For purposes of such periodic reviews, the Developers and the Management Agent shall make available to the Agency for inspection all books and records with respect to the Development. . In addition, the Developers shall provide the Agency with: (1) by not Pater than thirty (30) days prior to commencement of each Fiscal Year, the annual budget for the upcoming Fiscal Year for the. Apartment Development and the Townhome Development; and (2) within ninety (90) days following the end of each Fiscal Year, a report showing the actual income and expenditures with respectjto the Apartment Development and the Townhome Development for the: immediately preceding Fiscal Year and the status of alireserve funds. (d) Replacement of Management Agent. If, as a result of a periodic review, the Agency determines ,in its reasonable judgment that the Apartment Development is not being operated and managed in accordance with any of the material requirements and standards of this Agreement, the Agency shall deliver notice to BRIDGE of its intention to cause replacement of the Management Agent, including the reasons therefor. Within fifteen (15) days of receipt by BRIDGE of such written notice,' Agency staff and the Developer shall meet in good faith to consider methods for improving the financial and operating status of the Apartment. Development, including, without limitation, replacement of the Management Agent. If, after such meeting, Agency staff recommends in writing the replacement of the Management Agent, BRIDGE shall promptly dismiss the then Management Agent, and shall appoint as the Management Agent a person or entity meeting the standards for a Management Agent set forth in subsection (a); above and approved by the Agency pursuant to subsection (a) above. Any contract for the operation or management of the Development entered into by BRIDGE shall provide that the contract can be terminated as set forth above. Failure to remove the Management Agent in accordance with the provisions of this Section shall constitute an Event of Default under this Agreement, and the Agency may enforce this provision through legal proceedings as specified in Article 8.' i 3200T[.PSO 05/06/96 -38- Section 6.9 Insurance Requirements. a) Required Coverage. Each of the Developers, or their sur�eessor and assigns to the Property pursuant to this Agreement, shall maintain and keep in force, at the Developers' sole cost and expense, the following insurance applicable to the Apartment Development and the Townhome Development, respectively: (1) Worker's Compensation insurance, including Employer's Liability coverage, with limits not less than $1,000,000 each accident, to the extent required by law. (2) Comprehensive General Liability insurance with limits not less than $2,000,000 each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations. (3) Comprehensive Automobile Liability insurance with limits not less than $1,000,000 each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for owned, non-owned and hired vehicles, as applicable; provided, however, that if the Developers do not own or lease vehicles for purposes of this Agreement, then no automobile insurance shall be required and the parties to this- Agreement shall initial this provision signifying same. (4) Property insurance covering the Development covering all risks of loss, including earthquake (but only if it is commercially affordable at a reasonable price and with a reasonable deductible) and flood (if required) , for 100% of the replacement value, with deductible, if any, acceptable to the Agency, naming. the Agency as a Loss Payee, as its interest may appear. (b) Contractor's Insurance. Each of the Developers, shall cause any general contractor or agent working on the x� Apartment Improvements or Townhome Improvements, as applicable, under direct contract with either of the Developers to maintain insurance of the types and in at least the minimum amounts described in subsections (a) (1) , (a) (2) , and (a) (3) above, and shall require that such insurance shall meet all of the general requirements of subsection (c) below. Subcontractors working on the Development under indirect contract with the Developers shall be required to maintain the insurance described in subsections (a) (1) , (a) (2) and (a) (3) above, except that the Comprehensive General Liability insurance limits shall not be less than $1,000,000 each occurrence combined single limit. Liability and Comprehensive Automobile Liability insurance to be maintained .by 32007I,PSO 05/06/96 -39- i such contractors and agents g pursuant to this: subsection shall name as additional insureds the Agency, its boardmembers, officers, ,Lgents, and employees. (c) General Requirements. The required insurance shall be provided under an occurrence form, and the Developers shall maintain such coverage continuously throughout the Term. Should any of the required insurance be provided. under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified above. Comprehensive General Liability, Comprehensive Automobile Liability and Property insurance policies shall be endorsed to name as additional insureds the Agency and its boardmembers, officers, agents, and employees. All policies and bonds shall be endorsed to provide thirty (30) days prior written notice of cancellation, reduction in coverage, or intent not to renew to the address established for notices to the Agency pursuant to Section 10. 1 below. (d) Certificates of Insurance. Upon the Agency's request at any time during the term of this Agreement, the Developer shall provide certificates of insurance, in form and with insurers reasonable acceptable to the Agency, evidencing compliance with the requirements of this Section., and shall provide complete copies of such insurance policies, including a separate endorsement naming the Agency as additional insured. ARTICLE 7 ASSIGNMENT AND TRANSFERS Section 7.1 Definitions. As used in! this Article 7, the term "Transfer" means: (a) Any total or partial sale, assignment or conveyance, or any trust or- power, or any transfer in any other mode or form, of or with respect to this Agreement or of the Development or any part thereof or any interest therein or any contract or agreement to do any of the same; ,_or (b) Any total or partial sale, assignment or conveyance, or any trust or power, or any transfer in any other mode or form, of or with respect to any ownership interest in Developers or any contract or agreement to do any of the same; or 3200'n.PSO OS/06/96 -40- (c) Any merger, consolidation, sale or lease of all or substantially all of the assets of either of the Developers; or '1W(d) The leasing of part or all of the Property or the improvements thereon; provided, however, that leases of the units included within the Apartment Improvements to tenant occupants shall not be deemed a "Transfer" for purposes of this Article 7. Section 7.2 Purpose of Restrictions on Transfer. This Agreement is entered into solely for the purpose of development and operation of the Development and its subsequent use in accordance with the terms hereof. The Developer recognizes that the qualifications and identity of Developer are of particular concern to the Agency, in view of: (a) The importance of the redevelopment of the Property to the general welfare of the community; and (b) The land acquisition assistance and other public aids that have been made available by law and by the government for the purpose of making such redevelopment possible; and (c) The reliance by the Agency upon the unique qualifications and ability of the Developers to serve as the catalyst for development of the Property and upon the continuing interest which the Developers will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the Agency in the development of the Property; and (d) The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Developer or the degree thereof is for practical purposes a transfer or disposition of the Property; and (e) The fact that the Property is not to be acquired or used for speculation, but only for development and operation by the Developers in accordance with the Agreement; and (f) The importance to the Agency and the community of the standards of use, operation and maintenance of the Property. The Developers further recognize that it is because of such qualifications and identity that the Agency is entering into this Agreement with the Developers and that Transfers are permitted only as provided in this Agreement. 3200TI.PSO 05/06/96 -41- Section 7 .3 Prohibited Transfers. With respect to the Apartment Development, the limitations on Transfers set forth in this Section shall apply throughout the Term;. With respect to the Town.115me Development, the limitations on:, Transfers set forth in this Section shall apply until all townhome units included in the Townhome Development are sold to home buyers. Except. as expressly permitted in this Agreement, the Developers represent and agree that the Developers have not made or created, and will not make or create or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the Agency. Any Transfer made in contravention of this Section 7.3 shall be void and shall be deemed to be a default under this Agreement whether or not the Developers knew of or participated in such Transfer. i Section 7.4 Permitted Transfers. Notwithstanding the provisions of Section 7.3, the following Transfers shall be permitted and are hereby approved by the Agency, subject to satisfaction of the requirements of Section 7.5: i (a) Any Transfer creating a Security Financing Interest permitted pursuant to the approved Financing Plans. (b) Any Transfer directly resulting from the foreclosure of a Security Financing Interest� or the granting of a deed in lieu of foreclosure of a Security Financing Interest or as otherwise permitted under Article 9. (c) Any Transfer of the ApartmentiDevelopment to a nonprofit public benefit corporation recognized by the Internal Revenue Service to be an exempt organization pursuant to Section 501(c) (3) of the Internal Revenue Code of 1986, and controlled by BRIDGE Corporation; provided that prior to the Transfer BRIDGE provides to the Agency the articles of incorporation and bylaws of such corporation and other documentation establishing to the Agency's reasonable satisfaction that such transferee is controlled by BRIDGE Corporation. (d) Any Transfer of the Apartment' Development to the Partnership, the general partner of which is: BRIDGE Housing Corporation or a nonprofit public benefit corporation controlled by BRIDGE Housing Corporation; provided that (1) prior to the Transfer the Agency approves in writing the Partnership Agreement and the instrument of Transfer, which approval . shall not be withheld unreasonably; and (2) and the Partnership Agreement and/or the instrument of Transfer provides for development and operation of the Apartment Site and Apartment Improvements in a 3200n.PSO ! 05/06/96 -42- i i manner consistent with the approved Apartment Financing Plan and the provisions of Article 4 regarding the amount and repayment of the Acquigition Loan. If the Agency fails to approve or disappro$b the Partnership Agreement within five (5) business days of receipt, it shall be deemed approved by the Agency. . The Agency's review and approval of the Partnership Agreement shall be limited to a determination of whether it complies with the provisions of this Agreement, including, without limitation the requirements of Sections 4.2, 5.11, 6.8, 6.9, and Article 7 hereof. (e) Any Transfer of the Townhome Site and Townhome Improvements to a limited partnership, one general partner of which is the Martin Group of Companies, Inc. or a corporation or other entity in which the Martin Group of Companies, Inc. or David Martin holds at least seventy-five (75%) financial interest and control and the other general partner of which is Holliday Development, Inc. or a corporation or other entity in which Holliday Development, Inc. or Rick Holliday holds at least seventy-five percent .(75%) financial interest and control; provided that (i) prior to the Transfer the Agency approves in writing the organizational documents of the transferee and its constituent partners and the instrument of Transfer, which approval shall not be withheld unrasonably and shall be deemed granted if the Agency fails to respond within five (5) business days of receipt; and (2) the organizational documents provide for development of the Townhome Improvements in a manner consistent with the approved Townhome Financing Plan and other relevant provisions of this Agreement including, without limitation, the requirements of Sections 5.11, 6.9 and Article 7 hereof. (f) Any Transfer of a unit included in the Townhome Improvements to an individual owner-occupant homebuyer (which shall include Transfer of a unit to the occupant adult child, .or household thereof, of a parent purchasing or assisting in purchasing a townhome.unit) , and which shall be evidenced by the statement under penalty of perjury, from the homebuyer, that he or she intends to be an owner occupant, together with a ', ' requirement for owner-occupancy in the Townhome CC&Rs; (g) Any Transfer solely and directly resulting from the death, incapacity, or divorce of an individual; and (h) Any Transfer to a revocable trust. Section 7.5 Effectuation of Certain Permitted Transfers. No Transfer of this Agreement permitted pursuant to Section 7.4 (other than a Transfer pursuant to a Security Financing Interest under Section 7.4 (a) .or (b) ) or Section 7.6 shall be effective 3200n.PSO 05/06/96 -43- unless, at the time of the Transfer, the person or entity to which such Transfer is made, by an instrument in writing reasonably satisfactory to the Agency and in foam recordable among th@ land records, shall expressly. assume -the obligations of BRIDGE and/or Martin/Holliday, as applicable, under this Agreement and agree to be subject to the conditions and restrictions to which the transferring entity is subject arising during this Agreement, to the fullest extent that such obligations are applicable to the particular portion of or interest in the Development conveyed in such Transfer. Anything to the contrary notwithstanding, the holderiof a Security Financing Interest whose interest shall have been acquired by, through or under a Security Financing Interest or .shall have been derived immediately from any holder thereofshall not be required to give to Agency such written assumption until such holder or other person. is in possession of the Apartment Site and/or the Townhome Site, as applicable, or entitled to possession thereof pursuant to enforcement of the Security Financing Interest. In the absence of specific written agreement by the Agency, no such Transfer, assignment or approval bylthe Agency shall be deemed to relieve either of the Developers or any other party from any . obligations under this Agreement. Section 7.6 Other Transfers with Agency Consent. The Agency may, in its sole discretion, approve !in writing other Transfers as requested by the Developers. In connection .with such request, there shall be submitted to the Agency for review all instruments and other legal documents proposed to effect any such Transfer. If a requested Transfer is approved by the Agency such approval shall be indicated to the Developers in writing. Such approval shall be granted or denied by ,the Agency within thirty (30) days of receipt by the Agency of the Developers' request for approval of a Transfer. i Section 7.7 Special Remedy for Prohibited Transfer. In the event that, in violation of the provisions of this Agreement, the Developers undertake a prohibited Transfer, the Agency shall be entitled to increase the purchase price paid by the Developers for the Property or portion thereof previously conveyed from the Agency to Developers by the amount that the consideration payable for such assignment or transfer is in excess of the sum of (a) the purchase price paid by the Developers to Agency for the Property or portion thereof, and (b) the costs of subsequent improvements and development, including carrying_ charges, interests and fees, transfer taxes, real estate taxes, assessments and commissions, escrow fees and coats related thereto. The consideration payable for such assignment or transfer to the extent it is in excess of the amount so I 320017-PSO 05/06/96 -44- i authorized, shall belong and be paid to the Agency and until so paid, the Agency shall have a lien on the Property for such amount. Ttze rights and protections of holders of Security Financing"Interests set forth in Section 8.9 shall also apply to this Section 7.7. ARTICLE 8 DEFAULT AND REMEDIES Section 8.1 General Applicability. The provisions of this Article 8 shall govern the parties' remedies for breach or failure of this Agreement. Section 8.2 No Fault of Parties. The following events constitute a basis for a party to terminate this Agreement without the fault of the other: (a) BRIDGE, despite good faith and diligent efforts, is unable to satisfy all of the conditions precedent to the Agency's obligation to convey the Apartment Site to BRIDGE, set forth in Article Two, by not later than August 1, 1997 or such later date mutually agreed upon by the Agency and BRIDGE; or - (b) Martin/Holiday, despite -good faith and diligent efforts, is unable to satisfy all of the conditions precedent to the Agency's obligation to convey the Townhome Site to Martin/Holliday, set forth in Article Two by not later than August 1, 1997, or such later date mutually agreed upon by the Agency and Martin/Holliday; or (c) The parties do not agree upon an alternative means to finance the Apartment Improvements under the circumstances and within the time specified in the last paragraph of Section 2.5; or (d) The Agency, despite good faith and diligent *" efforts, is unable to convey either the Apartment Site to BRIDGE or the Townhome Site to Martin/Holliday and BRIDGE or Martin/Holliday, as applicable, are otherwise entitled to such conveyance; (e) The Agency fails to approve the Apartment Financing Plan pursuant to Section 2. 6 or the Townhome Financing Plan pursuant to Section 2.7; or (f) The County fails to approve the Final Development Plan,. the Lot Line Adjustment, or the Condominium Plan despite 3200n.P50 OS/06/96 -45- I I the Developers' good faith efforts and timely applications to obtain such approvals. r Upo17 the happening of any of the above described events, and at the election of either party, this Agreement may be terminated by written notice to the other party. After termination, neither party, shall have any rights against or liability to the other under this Agreement, except that the provision:; of Sections 6.2, 6.7(b) , 10.7 and 10.9 shall survive such termination and remain in full force and effect. Section 8.3 Fault of Agency. Except as to events constituting a basis for termination under Section 8.2, the following events each constitute an Event of Default by the Agency and a basis for the Developers to take action against the Agency: (a) The Agency, without good cause, fails to convey the Property to the Developers within the time and in the manner set forth in Article 3 and the Developer is 'otherwise entitled by this Agreement to such conveyance; or (b) The Agency breaches any other material provision of this Agreement. i Upon the happening of any of the above--'described events, the Developers shall first notify the Agency in writing of its purported breach or failure, giving the Agency :sixty (60) days from receipt of such notice to cure or, if cure cannot be accomplished within sixty (60) days, to commence to cure such breach, failure, or act. In the event the Agency does not then so cure within said sixty days, or if the breach or failure is . of such a nature that it cannot be cured within (60) days, the Agency fails to commence to cure within such 60 days and thereafter diligently complete such cure within a reasonable time thereafter but in no event later than one hundred and twenty (120) days, then the Developers shall be afforded all of its rights at law or in equity, by taking all or, any of the following remedies: (1) terminating in writing this Agreement (provided, however, that the indemnification provisions' of Sections 6.2, 6.7 (b) , 10.7 and 10.9 shall survive such termination) ; and (2) prosecuting an action for damages or specifib performance. Section 8.4 Fault of Developer. Except as to events constituting a basis for termination under Section 8.2, and subject to Section 8.11, the following event's each constitute an Event of Default by the Developers and a basis for the Agency to take action against the Developers: 3200n.PSO 05/06/96 -46- i (a) The Developers fail to exercise good faith and diligent efforts to satisfy, within the time and in the manner set forth -min Article Two and Article Three, one or more of the conditions precedent to the Agency's obligation to convey the Property to the Developers; or (b) The Developers fail to make payments to. increase the Good Faith Deposit in the amounts and at the times specified in Section 2. 10. (c) The Developers refuse -to accept conveyance from the Agency of the Property within the time periods and under the terms set forth in Article 3; or (d) - BRIDGE fails to pay all amounts due under the Agency Note within .the times and in the manner specified in Article 4 and the Agency Note; or (e) The Developers construct or commence to construct the Development in violation of Article 5; or (f) The Developers have not satisfied all material preconditions set forth in this Agreement (unless waived by the Agency in writing) for commencement of construction of the Development by the time for commencement of construction set forth in the Development Schedule, or fail to commence or complete construction of the Development within the times set forth in Article 5, or abandon or suspend construction of the Development prior to completion of all construction for a period of sixty (60) days after written notice by the Agency of such abandonment or suspension; (g) The Developers fail to comply with any material obligation or requirement set forth in Article 6; or (h) A Transfer occurs, either voluntarily or involuntarily, in violation of Article 7; (i) Any representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the Agency in connection with this Agreement proves to have been incorrect in any material and adverse respect when made. A court having jurisdiction shall have made or entered any decree or order (1) adjudging either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers to be bankrupt or insolvent, (2) approving as properly filed a 320011.P50 05/06/96 -47- I petition seeking reorganization of either of the: Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers seeking any arrangement for either of the Developers under the bankruptcy law or any other applicable debtor's relief law ;or :statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee'' of either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers in bankruptcy or insolvency or for any of theirproperties, or (4) directing the winding up or liquidation of either of the Developers or any of the entities which are general partners, limited partners, or joint venture partners lin the Developers, if any such decree or order described in clause's (1) to (4) , inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this subsection (j) as well; or either of' the Developers or any of the entities which are general partners, limited partners, or joint venture partners in the Developers shall have admitted in writing its inability to pay its debts as they fall 'due or shall have voluntarily submitted to or filed a petition' see:king any decree or order of the nature described in clauses (1) to (4) , inclusive; provided, however, the occurrence of any of the foregoing events with respect to a limited partner of one of the Developers or the limited partner of a general partner in one of the Developers shall not constitute a default if', at the time of a Transfer and Agency approval of the organizational documents of the transferee, the Developers show to the Agency's reasonable satisfaction that the limited partner's capital contribution to the developer entity was- fully satisfied prior to the Transfer. The occurrence of any of the Events of Default in this subsection with respect. to BRIDGE or the Partnership orlany, of the Partners in the Partnership shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced �- by the Agency Note; or (k) Either of the Developers or any of the entities which are general partners, limited partners,, or, joint venture partners in the Developers shall have assigned its assets for the benefit of its creditors (other than pursuant to a standard mortgage loan) or suffereda sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection (k) as i 3200U.PSO 05/06/96 -48- well) or prior to sooner sale pursuant to such sequestration, attachment, or execution; provided; however, the occurrence of any of tho foregoing events with respect to a limited partner of one of the Developers or the limited partner of a general partner in one of the Developers shall not constitute a default if, at the time of a Transfer and Agency approval of the organizational documents of the transferee, the Developers show to the Agency's satisfaction that the limited partner's capital contribution to the developer entity was fully satisfied prior to the Transfer. The occurrence of any of the Events of Default in this subsection with respect to BRIDGE or the Partnership or any of the Partners in the Partnership shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced by the Agency Note. (1) Either of the Developers shall have voluntarily suspended its business or, if either of the Developers is a partnership, the partnership shall have been dissolved or terminated; or (m) There shall occur any default declared by any lender under any loan document related to any loans, other than the Agency's acquisition loan, secured by a deed of trust on the Development; and all cure periods provided by such loan document have expired without a remedy of the default and the default has not been waived by the lender. The occurrence of an Event of Default under this subsection shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced by the Agency Note; or (n) Either of the Developers breach any other material provision of this Agreement or any other Agency Document. Upon the happening of any of the above-described eN,ents, the Agency shall first notify the Developers in writing of their purported breach, -failure or act above described, giving the , Developers sixty (60) days from receipt of such notice to cure, or, if cure cannot be accomplished within said sixty (60) days, to commence to cure such breach, failure, or act. If BRIDGE has transferred the Apartment Site and Apartment Improvements to the Partnership, then the Agency shall also give written notice of the purported breach to the limited partner of the Partnership (provided that the Partnership has given the Agency written notice of the limited partner's name and address, and, provided further, that the Agency's failure to provide such notice to the limited partner shall not result in any liability to the Agency) . In the event the .Developers or the limited partner of the Partnership, if any, fail to cure within said sixty days, or if such breach is of a nature that it cannot be cured within sixty 3200TI.P50 05/06/96 -49- I (60) days, the Developers or the limited partner of the Partnership, if any, fail to commence to cure within said sixty (60) daysw,tnd diligently complete such cure within a reasonable time thezeafter but in no event later than one hundred and twenty (120) days, then, subject to Section 8.11 below, the Agency shall be afforded all of its rights at law or in equity by taking any or all of the following remedies: j (1) Termination of this Agreementiby written notice to the Developers; provided, however, that the Agency's remedies pursuant to this Article 8 or any other Agency Document and the indemnification provisions of Sections 6.2, 6.7 (b) , 10.7 and 10.9 shall survive such termination; (2) If the default occurs following conveyance of the Property or portion thereof, prosecuting an action for damages or specific performance with regard to the portions of the Property conveyed to the Developers; (3) Any of the remedies specifiedin Sections 8.5, 8.6 (with respect to BRIDGE defaults only) , 8.7 or 8.8; and (4) If the default occurs prior to conveyance of the Property, forfeiture of the Good Faith Deposit to the Agency. Notwithstanding the notice and cure periods set forth above: (x) if a lesser cure period or notice requirement is allowed before a default occurs under any other applicable. Agency Document, such periods shall control in this' Agreement. as well; and (y) with respect to an Event of Default by BRIDGE described in subsection (j) , (k)., or (m) above, the indebtedness evidenced by the Agency Note shall be automatically accelerated, without the need for action by the Agency, the provi.si.on of any notice, or the passage of any cure period. Section 8.5 Right of Reverter. In the event that, following close of Escrow, this Agreement is; terminated pursuant to Section 8.4 and such termination occurs prior to issuance -of a Certificate of Completion for the Apartment Improvements and/or the Townhome Improvements, then the Agency shall have the right to reenter and take possession of the portion of the Property for which a Certificate of Completion has not been issued and all improvements thereon and to revest in the Agency the estate of the Developers in the Property or such portion thereof. Upon revesting in the Agency of title to the Property, or portion thereof, the Agency shall promptly use its_ best efforts to resell it consistent with its obligations under state law. 320011-PSO OS/06/96 -50- Upon any sale or contract for development the proceeds shall be applied as follows: .4'(a) First, to reimburse the Agency for any costs it incurs in managing or selling the Property or portion thereof (after exercising its right of reverter) , including but not limited to amounts to discharge or prevent liens or encumbrances arising from any acts or omissions of the Developer; (b) Second, to reimburse the Agency for damages to which it is entitled under this Agreement by reason of the Developers' default; (c) Third, to. the Developers up to the sum of the amount of the purchase price paid to the Agency by the Developers pursuant to Section 4.2 for the portion of the Property which has reverted to the Agency and the reasonable cost of the improvements the Developers have placed on such portion of the Property and such other reasonable costs Developers have incurred directly in connection with development of the Property (material compliance by the Developer with the approved Financing Plan shall be conclusive evidence of the reasonableness of such costs) ; and (d) Fourth, any balance to the Agency. Section 8.6 Acceleration of Notes. In the event of an occurrence of an Event of Default by BRIDGE or an Event of Default with respect to the Apartment Development, the Agency shall have the right to cause all indebtedness of BRIDGE to the Agency under this Agreement and the Agency Note, together with any accrued interest thereon, to become immediately due and payable. BRIDGE waives all right to presentment, demand, protest or notice of protest or dishonor. The Agency may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the Agency as a creditor and secured party under the law including the Uniform Commercial Code, including foreclosure under the Agency Deed of Trust. BRIDGE shall be liable to pay the Agency on demand all expenses, costs and fees (including, without limitation, attorney's fees and expenses) paid or incurred by the Agency in connection with the collection of the Acquisition Loan and the amounts due under the Agency Note, and the preservation, maintenance, protection, sale, or other disposition of the security given for. the Acquisition Loan and the amounts due under the Agency Note. Section 8.7 Right to Cure at Developer's Expense. The Agency shall have the right to cure any monetary default by the Developers under a loan in connection with the Development after 3200T1.PSO 05/06/96 -51- i i notice to Developer of the Agency's intent to cure. Each of the Developers agree to reimburse the Agency for; any funds advanced by the Agency to cure a monetary default by ';such Developer upon demand therefore, together with interest thereon at the lesser of the rate of ten percent (10%) per annum or the maximum rate permitted by law from the date of expenditure until the date of reimbursement. Section 8.8 Construction Plans. If !the Agreement is terminated pursuant to Sections 8.2 or 8.4, :the Developers, at no cost to the Agency, shall deliver to the Agency copies of any construction plans and studies in the Developers' possession or to which Developers are entitled related tojdevelopment of the Apartment Improvements and the Townhome Improvements on the Property. In the event the Agency utilizes the construction plans or studies, the Agency shall indemnify the Developers for any claims arising from the use of construction plans or studies by the Agency pursuant to this Section 8.8. : I Section 8.9 Rights of Mortgagees. Any rights of the Agency under this Article 8 shall not defeat', limit or render invalid any Security Financing Interest permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of Security Financing ;Interests. Any conveyance or reverter of the Property to the .Agency pursuant to ' this Article 8 shall be subject to Security 'Financing Interests permitted by this Agreement. Section 8. 10 Remedies Cumulative. No right, power, or remedy given by the terms of this Agreement !or the Agency Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in -addition to every other right, power, or remedy given by the terms of any such instrument, or by any statute or otherwise. Neither the failure nor any delay to exercise any such rights and remedies shalloperate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. Section 8.11 Separation 'of Defaults and Remedies. Prior to -Commencement of Construction of the Development, default hereunder by either of the Developers or with respect to any of the Property shall constitute a default by both Developers for which the Agency may exercise any of its remedies under this Article 8 with respect to both Developers and the entire Property. Following Commencement of Construction of the Development, default by BRIDGE or default related to the Apartment Development shall entitle the Agency to exercise its i 3200TI.PSO 05/06/96 -52- remedies under this Article 8 with respect only to BRIDGE and the Apartment Development (and not with respect to Martin/Holliday and the Townhome Development) and default by Martin/Holliday or default rt"lated to the Townhome Development shall entitle the Agency to exercise its remedies under this Article 8 with respect only to Martin/Holliday and the Townhome Development (and not with respect to BRIDGE and the Apartment Development) . In. such event, termination of the Agreement pursuant to Section 8.4 shall mean termination of the Agreement only with respect to BRIDGE .or Martin/Holliday, whichever is in default hereunder. For purposes of this Section 8.11 only, "Commencement of Construction of the Development" shall mean recordation of deeds of, trust for construction financing against both the Apartment Site and the Townhome Site (or the portion of the Townhome Site required for the first phase of construction of the Townhome Improvements) . Section 8.12 Waiver of Terms and Conditions. The Agency Deputy Director - Redevelopment may at his or her discretion waive in writing any of the terms and conditions of this Agreement, or the other Agency Documents, without the Developers completing an amendment to this Agreement. The Deputy Director - Redevelopment may also at his or her discretion agree to modification of the Development Schedule, provided that, with such modification, the required date for completion of the Development is not extended beyond January 30, - 19994 No waiver of any default or breach by the Developers or of the Agency, as applicable, hereunder shall be implied from any omission by the Agency or the Developers, as applicable, to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the. default specified in the waiver, and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by the Agency to or of any act by the Developers requiring further consent or approval shall not be deemed to waive or PF render unnecessary the consent or approval to or of any or i subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under this Agreement or the Agency Documents, nor shall it invalidate any act done pursuant to notice of default, or prejudice the Agency in the exercise of any right, power, or remedy hereunder or under -the Agency Documents, unless in the exercise of any such right, power, or remedy all obligations of the Developers to Agency are paid and discharged in full. Section 8.13 Right to Negotiate. If one of the Developers fails to perform hereunder (the "Non-Performing Developer"). and 3200TI.PSO 05/06/96 -53- the other Developer is performing in compliance with this Agreement (the "Performing Developer") , the Agency agrees to negotiatewiththe Performing Developer for up to sixty (60) days prior to.1terminating this Agreement on the topic of the Performing Developer acting in the place of the non-Performing Developer under this Agreement; provided, however, that this provision shall not apply in circumstances where the Agency must act promptly to terminate this Agreement in order to preserve its interests hereunder. ARTICLE 9 SECURITY FINANCING AND RIGHTS OF HOLDERS Section 9.1 No Encumbrances Except for Development Purposes. Notwithstanding any other provision of this Agreement, mortgages and deeds of trust, or any other reasonable method of security are permitted to be placed upon the Property but only for the purpose of securing loans approved by the Agency pursuant to the approved Financing Plans. Mortgages, deeds of trust, or other reasonable security instruments securing loans approved by the Agency pursuant to the approved Financing Plans are each referred to as a "Security Financing Interest. " The words "mortgage" and "deed of trust" as used in this .Agreement include all other appropriate modes of financing real estate acquisition, construction, and land development, including any such modes used pursuant to the . approved Financing Plans. Section 9.2 Holder Not Obligated to Construct. The holder of any Security Financing Interest authorized by this Agreement is not obligated to construct or complete any improvements or to guarantee such construction or completion; nor. shall any covenant or any other provision in conveyances from the Agency to the Developers evidencing the realty comprising the Property or any part thereof be construed so to obligate such holder. However, nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the Property or any portion thereof to any uses, or to construct an;y improvements thereon, other than those uses of improvements provided for or , authorized by this. Agreement. Section 9.3 Notice of Default and Right to Cure. Whenever the Agency pursuant to its rights set forth in Article 8 of this Agreement delivers any notice or demand to the Developers with respect to the commencement, completion, or cessation of .the construction of the Apartment Improvements or the Townhome Improvements, the Agency shall at the same time deliver to each holder of record of any Security Financing Interest creating a lien upon the Apartment Site or the Townhome Site, as applicable, or any portion thereof, a copy of such notice or demand; 3200T[.P50 05/06/96 -54- provided, however, that the Agency shall have no liability to the holder of a Security Financing Interest for any failure by the Agencww to provide notice to such holder. Each such holder shall (idsofar as the rights of the Agency are concerned) have the right, but not the obligation, at its option, within one hundred and twenty (120) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default or breach affecting the Property which is subject to the lien of the Security Financing Interest held by such holder and to add the cost thereof to the security interest debt and the lien on its security interest. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Apartment Improvements, or the Townhome Improvements, as applicable (beyond the extent necessary to conserve or protect such improvements or construction already made) without first having expressly assumed in writing the Developers' obligations to the Agency relating to such improvements under this Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement, the Apartment Improvements to which the lien or title of such holder relates. Any such holder properly completing such Apartment Improvements or the Townhome Improvements, as applicable, pursuant to this paragraph shall assume all rights and obligations of the Developers under this Agreement and shall be entitled, upon written request made to the Agency, to a Certificate of Completion from the Agency. Section 9.4 Failure of Bolder to Complete Improvements. In any case where six months after occurrence of an Event of Default by the Developers in completion of construction of the Apartment Improvements or Townhome Improvements under this Agreement, the holder of record of any Security Financing Interest, having first exercised its option to construct, has not proceeded diligently with construction, the Agency shall be afforded those rights against such holder it would otherwise. have against the Developers under this Agreement. Section 9.5 Right of Agency to Cure. In the event of a ' default or breach by the Developers of a Security Financing Interest prior to the completion of development, and the holder has not waived or exercised its option to complete the development called for on the Property, the Agency may cure the. default, prior to the completion of any. foreclosure. In such event the Agency shall be entitled to reimbursement from. whichever of the Developers is the party to the defaulted loan of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be entitled to a lien upon the Apartment Site or Townhome Site, as applicable, or any portion thereof to the extent of such costs and disbursements. The 3200T Y50 05/06/96 -55- Agency agrees that such lien shall be subordinate to any Security Financing Interest, and the Agency shall execute from time to time any and all documentation reasonably requested by Developer to effect?such subordination. Section 9.6 Right of Agency to Satisfy Other Liens. After the conveyance of title to the Property or any portion thereof and after the Developers have had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Property or any portion thereof, the. Agency shall have the right to satisfy any such lien or encumbrances and receive immediate reimbursement of the cost of reimbursement from the Developers; provided, however, that nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Property or any. portion thereof to forfeiture or sale. Section 9.7 Holder to be Notified. The provisions of this Article 9 shall be incorporated into the relevant deed of trust or mortgage evidencing each Security Financing Interest to the extent deemed necessary by, and in form and substance reasonably satisfactorily to the Agency, or shall be acknowledged by the holder of a Security Financing Interest 'prior to its coming into any security right or interest in the Property. Section 9.8 Additional Mortgagee Protections. The Agency agrees to make amendments to this Agreement as reasonably requested by a holder of a Security Financing Interest or by a tax credit investor limited partner of the Partnership to. provide any reasonably required assurances to such Holder or investor limited partner and the Agency's Deputy Director Redevelopment is hereby authorized to enter into such amendments without further action by the Agency. ARTICLE 10 GENERAL PROVISIONS Section 10.1 Notices. Demands and Communications. Formal notices, demands, and communications between the Agency and the Developers shall be sufficiently given if and. shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested or delivered personally, to the principal office 'of the Agency and the Developers as follows: Agency: 3200TLP50 05/06/96 -56- Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor ., Martinez, CA 94553 Attn: Deputy Director -' Redevelopment Developers: BRIDGE Housing Corporation One Hawthorne Street, 4th Floor San Francisco, CA 94105 Attn: Lydia Tan The Martin Group/Holliday Development 100 Bush Street, Suite 260 San Francisco, CA 94100 Attn: Kathy Greenwold Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate by mail as provided in this Section 10.1. Section 10.2 Non-Liability of Acfeency Officials, Employees and Agents. . No member, official, employee or agent of the Agency or the County shall be personally liable to the Developers, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developers or successor or on any obligation under the terms of this Agreement. Section 10.3 Forced Delay. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due directly or directly to war; insurrection; strikes or other labor unrest; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; litigation (including suits filed by third parties concerning or arising out of this Agreement) ; weather or soils conditions which, in the opinion of the Developers' contractors, will necessitate delays; inability to secure necessary labor, materials or, tools; delays of any contractor, sub-contractor or supplier; acts of the other party; acts or failure to act of any public or governmental agency or entity (other than the acts or failure to act of the Agency) ; or any other causes (other than Developers' inability to obtain 32001T.P50 05/06/96 -57- financing for the Development) beyond the control or without the fault of the party claiming an extension of time to perform. An .extension,pf time for any cause will be deemed granted if notice by the pity claiming such extension is sent to the other within ten (10) days from the date the party seeking the extension first discovered the cause and such extension of time is not rejected in writing by the other party within ten (10) days of receipt of the notice. Times of performance under this Agreement may also be extended in writing by the Agency and the Developers, as set forth in Section 8.12. Section 10.4 Inspection of Books and Records. Upon request, the Developers shall permit the Agency to inspect at reasonable times and on a confidential basis those books, records and all other documents of the Developers necessary to determine Developers' compliance with the terms of this Agreement. The Developers also have the right at all reasonable times to inspect the books, records and all other documentation of the Agency pertaining to its obligations under this Agreement. Section 10.5 Provision Not Merged with Deeds. None of the provisions of this Agreement are intended to or shall be merged by any grant deed transferring title to any real property which is the subject of this Agreement from Agency to Developers or any successor in interest, and any such grant deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.6 Title of Parts and Sections. Any titles of the articles, sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any part of its provision. Section 10.7 General Indemnification. BRIDGE agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Agency) the Agency, its boardmembers, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of BRIDGE's performance or non-performance under any , of the Agency Documents, or any other agreement executed pursuant to the Agency Documents, except as caused by the Agency's willful misconduct or negligence. Martin/Holliday agrees to indemnify, protect, hold harmless and defend- (by counsel reasonably satisfactory to the Agency) the Agency, its boardmembers,. officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of Martin/Holliday's performance or non-performance under any of the Agency Documents, or any other agreement executed pursuant to the 3200M.PSO 05/06/96 -58- Agency Documents, except as directly caused by the Agency's willful misconduct or gross negligence. The provisions of this section shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect. V Section 10.8 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California. Section 10.9 No Brokers. All parties represent to the other parties that it has not had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any real estate broker or other person who can claim a right to a commission or finder's fee. If any broker or finder makes a claim for a commission or finder's fee based upon a contact, dealings, or communications, the party through whom the broker or -finder makes this claim shall indemnify, defend with counsel of the indemnified party's choice, and hold the indemnified party harmless from all expense, loss, damage and claims, including the indemnified party's attorneys' fees, if necessary, arising out of the broker's or finder's claim. The provisions of this section shall survive expiration of the Term or other termination of this Agreement, and shall remain in full force and effect. Section 10.10 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. Section 10.11 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the party prevailing in any such action shall be r entitled to recover against the party not prevailing all ,', reasonable attorney's fees and costs incurred in such action. Section 10.12 Binding Upon Successors. This Agreement shall be binding upon and inure to ,the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the parties hereto except that there shall be no Transfer of any interest by any of the parties hereto except pursuant to the terms of this Agreement. Any reference in this Agreement to a specifically .named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party 3200TI.PSO OS/06/96 -59- who has acquired an interest in compliance with the terms of this Agreement, or under law. The covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all' suc:cessors in title to the Property. However, on the termination of this Agreement, such covenants and restrictions shall expire. Each and every contract, deed, or other instrument hereafter executed covering or conveying the Property shall be held conclusively to have been executed, delivered, and accepted subject to such covenants and' restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed, or other instrument, unless the Agency expressly releasers the Property from the requirements of this Agreement. Section 10.13 Parties Not Co-Venturers. Nothing in this Agreement is intended to or does establish the Agency and the Developers as partners, co-venturers, or principal and agent with one another. . Section 10.14 Warranties. The Agency expresses no warranty or representation to the Developers .as to fitness or condition of the Property the subject of this Agreement for the building or construction to be conducted thereon. Section 10.15 Time of the Essence. In all matters under this Agreement, the parties agree that time is of the essence. Section 10.16 Action by the Agency. Except as may be otherwise specifically provided in this Agreement or another Agency Document, whenever any approval, notice, direction, finding, consent, request, waiver, or other' action by the Agency is required or permitted under this Agreement or another Agency Document, such action may be given, made, or taken by the Agency Deputy Director - Redevelopment, or by any person who shall have been designated in writing to the Developers by the Agency Deputy ,- Director - Redevelopment, without further apprcval by the Agency Board. Any such action shall be in writing. Section 10.17 Identity and Authority of Developers. The persons executing this Agreement on behalf of BRIDGE do hereby covenant and warrant: that BRIDGE is a duly authorized and existing California nonprofit public benefit corporation; that BRIDGE is and shall remain in good standing and qualified to do business in the State of California; that BRIDGE has full right, power and authority to enter into this Agreement and to carry out all actions on its part contemplated by this Agreement; that the . execution and delivery of this Agreement were duly authorized by. proper action of BRIDGE and no consent, authorization or approval 3200TI.PSO 05/06/96 -60- of any person is necessary in connection with such execution and delivery or to carry out all actions on BRIDGE's part contemplated by this Agreement, except as have been obtained and are in full force and effect or are not required to be obtained until a later date, such as the certificate of occupancy; that the person executing this Agreement on behalf of BRIDGE has full corporate authority to do so; and that this Agreement ponstitutes the valid, binding and enforceable obligation of BRIDGE. The persons executing this Agreement on behalf of Martin/Holliday do hereby covenant and warrant: that Martin/Holliday is a duly authorized and validly existing California joint venture; that The Martin Group and Holliday Development, Inc. are duly authorized and validly existing California corporations; that Martin/Holliday, The Martin Group, and Holliday Development, Inc. are and shall remain in good standing and qualified to do business in the State of California; that Martin/Holliday have full right, power and authority to enter into this Agreement and to carry out all actions on their parts contemplated by this Agreement; that the execution and delivery of this Agreement were duly authorized by proper action of Martin/Holliday, The Martin Group, and Holliday Development., Inc. and no consent, authorization or approval of any person is necessary in connection with such execution and delivery or to carry out all actions on Martin/Holliday's part contemplated by this Agreement, except as have been obtained and are in full force and effect or are not required to be obtained until a later . date, such as the certificate of occupancy; that the persons executing this Agreement on behalf of Martin/Holliday, have full joint venture and corporate authority to do so; and that this Agreement constitutes the valid, binding and enforceable obligation of Martin/Holliday. Section 10.18 Complete Understanding of the Parties. This Agreement is executed in three (3) duplicate originals each of which is deemed to be an. original. This Agreement and the attached exhibits constitute the entire understanding and *� agreement of the parties with respect to the matters set forth in this Agreement. Section 10.19 Conflict Among Agency Documents. In the event of a conflict between the terms of this Agreement and any other Agency Document, the terms of this Agreement shall control to the extent of such conflict. Section 10.20 Entry by the Agency. The Developers shall permit the Agency, through its officers, agents, or employees, at all reasonable times, and accompanied by a representative of the Developers, to enter into the Development (a) to inspect the 32001T.PS0 05/06/96 -61- i works of construction to determine that thelsame is in conformity with the requirements of this Agreement, and (b) , ,following completiRp of construction, to inspect the ongoing operation and managemeet of the Development to determine that the same is in conformance with the requirements of this Agreement. . The Agency shall not cause any delay by its entry pursuant to this Section 10.20. The Developers acknowledge that the ';Agency is under no obligation to supervise, inspect, or inform the Developers of the progress of construction, or operations and the Developers shall not rely upon the Agency therefore. Any inspection by the Agency. during the construction is entirely for its purposes in determining whether the Developers are in compliance with this Agreement and is not for the purpose of determining or informing the Developers of the quality or suitability of construction. The Developers shall rely entirely upon their own supervision and inspection in determining the quality and suitability of the materials and work, and the performance of architects, subcontractors, and material suppliers. Section 10.21 Assignment To County. Upon deactivation and dissolution of the Agency pursuant to the provisions of Health and Safety Code Section 33141, all of the rights of the. Agency under this Agreement and the other Agency Documents shall be deemed assigned, and all the duties of the Agency under this Agreement and the other Agency Documents shall :be deemed delegated, to the County. Section 10.22 Recordation of Memorandum of Agreement. A memorandum of this Agreement shall be recorded in the official Records of the County at the time of conveyance of the Property .. to the Developers by the Agency. 3200n.PSO OS/06/96 -62- i IN WITNESS WHEREOF, the Agency and the Developers have executed this Agreement in triplicate on or as of the date first above wri„f-ten. DEVELOPERS: BRIDGE HOUSING CORPORATION, a California nonprofit public benefit corporation By: Its: AGENCY: CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic By: James Kennedy Its: Deputy Director - Redevelopment THE MARTIN GROUP/ HOLLIDAY DEVELOPMENT BY: The Martin Group By: Its: ' BY: Holliday Development By: Its: 3200n.P50 05/06/96 -63- :y EXHIBIT A W LEGAL DESCRIPTION OF THE PROPERTY V 3200RP.PSO OS/06/96 A'-1 Order No. 764429 Customer Reference: None : Page No. 9 LEGAL DESCRIPTION REAL PROPERTY in an unincorporated area, County of Contra Costa, State of California, described as follows: Portion of Rancho Las Juntas, described as follows: PARCEL ONE: Beginning on the.West line of the Southern Pacific Railroad Right of Way, at the southeast comer of the 3.19 acre parcel of land described as Parcel One in the Deed from George S. Bennett, et ux, to Naomi F. West, dated May 24, 1946 and recorded June 13, 1945 in Book 600 of Official Records, at Page 427, thence from said point of beginning, South 71, 20' 20" West along said West line, 100.53 feet to the northeast comer of the parcel of land described as Parcel One in the Deed from Naomi F.West to Leslie A. Connell, et ux, dated March 5, 1946 and recorded March 8, 1946 (File No. 6080); thence South 380 05'West along the North fine of said Connell Parcel, 250.01 feet to the northwest comer thereof; thence North 5° 15' East, 100 feet to the southwest comer of said 3.19 acre parcel of land; thence North 88' 05' East along said South line, 253.70 feet to the point of beginning. EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Lewis H. Albers, et al, recorded May 22, 1952 in Book 1936 of Official Records, at Page 372. ALSO EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Lewis H.Albers, et al, recorded August 28, 1975, in Book 7605 of Official Records, at Page 700. W $r , A.P.No.: 148-191-008 ` PARCEL TWO: Beginning at the West line of the right of way of the Sauthem Pacific Railroad Company (San Ramon Branch) distant thereon South 70 20' 20"West, 631.70 feet from the South line of the 10 acre parcel of land described In the Deed to Henry E. Bown, recorded September 14, 1909,Book 146, Deeds, Page 232; thence from said point of beginning South 70 20'20"West along the West line of said railroad right of way, 76.41 feet to the South line of the parcel of land described as Parcel One in the Deed to Naomi F.West, recorded June 13, 1945, Book 817, Official Records, Page 239; thence South 88' OT West along the South line of said West Parcel 247.20 feet to the southwest comer thereof;thence North 50 15 East along the West Cine of said West Parcel, 76 feet to a point which bears South 8811 05 West from the point of beginning; thence North 88' 05' East, 250.01 feet to the point of beginning. EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed from Vincent Rositano, et al., and recorded May 22, 1952, Book 1936 of Official Records, Page 372. Order No. 764429 Customer Reference: None WW Page No. 10 W ALSO EXCEPT NG THEREFROM: c The interest conveyed to the County of Contra Costa, by Deed from John H. Sutter, recorded November 3, 1977, Book 8576, Official Records, Page 307. A.P.No.: 148-191-015 PARCEL THREE: Beginning at the southeast comer of the parcel of land described in the Deed from Paul R. Glubtich, et ux, to Amer L Gregg, et ux, recorded August 18, 1945,in Book 826 of Official Records, Page 251;thence . North 7° 20' 20" East along the East One of said Parcel also being the west line of the right of way of the Southern Pacific Railroad (San Ramon Branch), a distance of 18028 feet to the southeast comer of the parcel of land described in the Deed from Paul R. Glubedch, et ux, to Naomi F.West, recorded June 13, 1945, in Book 817 of Official Records, Page 239;thence South 880 OS West along the South One of said Parcel; 253.70 feet to the West line of said Gregg Parcel(826 OR 251);thence along the West and South lines of said last mentioned parcel, South 50 15'West, 179.35 feet and North 58" 05' East, 240.57 feet to the paint of beginning. EXCEPTING THEREFROM: 1. That portion conveyed to the County of Contra Costa by Deed from Vincent Rositano, et at, recorded May 22, 1952, Book 1936, Official Records, Page 372. 2. That portion conveyed to Contra Costa County by Deed recorded November 10, 1975, Book 7680, Page 653, Official Records. A.P.No.: 148-191-010 PARCEL FOUR: Commencing on the centerline of the County Road known as Wayside Lane (formerly Sunset Lane) as described in the Deed from Virgil F. Taylor, et at, to Contra Costa County, recorded May 22, 1952, in Volume 1936 of Official Records at Page 372, at the southeast comer of the 2.84 acre parcel of land described in the Deed to Artice S.Warner,recorded December 11, 1946 in Volume 424 of Official Records at Page 185, the point of beginning; thence from the point of beginning, along the South One of said Warner Parcel(424 O.R. 185),South 89° 16'00"West 249.41 feet to the southwest comer of said Warner Parcel; thence South 50 15' 00" West 103.22 feet; thence South 84' 51' 34" East 131.35 feet; thence North 87' 51' 00" East 117.68 feet to the centerline of said County Road(1936 O.R. 372); thence along said centerline, North 59 15' 00" East 113.81 feet, to the point of beginning. A.P.Nos.: 148-192-004 and 005 PARCEL FIVE Commencing at the centerline of the County Road known as Wayside Lane (formerly Sunset Lane) as described in the Deed from Virgil F. Taylor et al, to Contra Costa County, recorded May 22, 1952 in Volume 1936 of Official Records at Page 372, at the southeast comer of the 2.84 acre parcel of land described in the Deed to Artice S.Warner,recorded December 11, 1946 in Volume 424 of Official Records at Page 185; thence along said centerline, South 50 15' 00" West 113.81 feet to the point of beginning; thence from said point of beginning, South 870 51' 00"West 117.68 feet; thence North 840 51' 34" West Order No. 764429 Customer Reference: None w Page No. 11 w . w 131.35 feet; ftnce South 50 15' 00"West 103.78 feet to the North line of the 1.09 acre parcel of land described In the Deed to Emma May Goldworthy, et ux, recorded April 23, 1925 in Volume 505 of Deeds at Page 176; thence along said North line, North 880 05' 00" East 250.00 feet to the centerline of said County Road(1936 0.R. 372); thence along said centerline, North 50 15' 00" East 88.00 feet,to the point of beginning. A.P.No.: 148-192-006 PARCEL SIX: Commencing at the intersection of the western line of the right of way of Southern Pacific Railroad (San Ramon Branch) with the Deed from Wallace Clark to Henry E. Brown, dated September 10, 1909 and recorded in Book 146 of Deeds, at Page 232; thence along said western Gne of said right of way South 7"20'20"West, 883.39 feet to a point on the northern line of County Road;thence along the northem line of said road South 88° 05 West, 400.57 feet; thence North 010 55' West, 189.52 feet to a point on the North line of that parcel of land described in the Deed from Job Henry West, et ux, to Job Henry West et ux, recorded December 19, 1938, Book 456, Official Records, Page 499, which point is the true point of beginning of this description; thence North 880 05' East along the said North line, 158.63 feet to a point on the westem line of that parcel of land described in the Deed from J.H. West, et al to the'County of Contra Costa, recorded May 22, 1952, Book 1936, Official Records, Page 372; thence running along the westerly line of the said County of Contra Costa Parcel, South 5° 15'West, 11.66 feet;North 880 05 East, 5.04 feet and South 5° 15'West.79.05 feet;thence leaving said westerly line South 8812 05'West, 152.35 feet to a point bearing South 010 55' East, from the true point of beginning; thence North 010 55' West, 90.00 feet to the true point of beginning. EXCEPTING THEREFROM: That portion conveyed to Contra Costa County, by Deed recorded July 28, 1961, Book 3919, Official Records, Page 258. A.P.No.: 148-192-008 x PARCEL SEVEN: Commencing at the intersection of the western line of the right of way of the Southern Pacific Railroad , (San Ramon Branch)with the southern boundary line of the ten acre parcel of land described in the Deed to Henry E. Brown, recorded in Book 146, Deeds, Page 232; thence along said western One of said right of way South 70 20' 20" West 888.39 feet to a point of the northern line of County Road known as Las Juntas Way;as said Road existed In January 1960;thence along the northern line of said Road South 88' 05'West,400.67 feet to the true point of beginning of this description; thence North 01°55'West, 189.52 feet to a point on the North line of that parcel of land described in the Deed to Job Henry West et ux, recorded December 19, 1938, Book 486, Official Records, Page 499, thence running along the exterior lines of said West Parcel, South 8811 05'West, 66.17 feet and South 50 15' West, 191.01 feet to a point on the northem line of said County Road; thence North 880 05'East, along said northern line, 90.00 feet to the true point of beginning. Order No. 764429 Customer Reference. None W W Page No. 12 W EXCEPTING THEREFROM: The interest conveyed to Contra Costa County by Deed recorded July 28, 1961, Book 3919, Page 258, Official Records. A.P.No.: 148-192-009 PARCEL EIGHT: Beginning at the southeast comer of the parcel of land described in the Deed from Frank M. Lentz, et ux, to Ralph L. Sutherland, et wx recorded October 13, 1961, in Book 3972 of Official Records,at Page 403; thence from said point of beginning, North 01° 55' West, along the East line: of said Sutherland Parcel (3972 OR 403), 99.52 feet to the southwest comer of the parcel of land described in the Deed from Evelyn B. Lentz, et vir, to John S. Storkerson, et ux,recorded August 13, 1962, in Book 4180 of Official Records, at Page 412, thence North 880 05' East, along the South line of said Storkersen Parcel (4180 OR 412), 152.35 feet to the West fine of the parcel of land described in the Deed from J.H. West, et al, to Contra Costa County, recorded May 22, 1952, in Book 1936 of Official Records, at Page 372; thence along said West line South 50 15' West 82.62 feet and southeasterly along the arc of a tangent curve to the right having a radius of 20.00 feet,an arc distance of 28.91 feet to the South line of the parcel of land described in the Deed from Ethel M. West to Frank M. Lentz, et ux, recorded November 14, 1960, in Book 3742 of Official Records, at Page 547; thence South 880 OS West, along said South line, 12220 feet to the point of beginning. EXCEPTING THEREFROM: The parcel of land described in the Deed from Frank M. Lentz, et ux, to Contra Costa County, recorded June 28, 1961, in Book 3919 of Official Records, Page 258. A.P.No.: 148-192-010 PARCEL NINE: A portion of Wayside Lane as described in the Deed from Lewis H.Albers, et al., to Contra Costa County, x recorded May 22, 1952, in Book 1936 of Official Records at Page 372, records of Contra Costa County, State of California, described as follows: Beginning at the southwesterly comer of that parcel of land vacated by Deed October 11, 1983, in Book 11488 of Official Records at Page 186, Records of Contra Costa County; thence from said point of beginning along the southerly line of said Parcel(11488 OR 186)North 890 16 00" East 50.27 feet to the southeasterly comer of said Parcel (11488 OR 186); thence along the East line of Wayside Lane the following three courses, South 50 15' 00"West 212.95 feet; South 880 05' 00"West 5.04 feet; South 50 15' 00" West 156.68 feet; thence southeasterly along a tangent curve, concave to the northeast, having a radius of 20.00 feet, through a central.angle of 97° 10' 00" an arc distance of 33.92 feet, to a point of cusp; being a point on the northerly right-of-way fine of Las Juntas Way,thence along said northerly line South 88" 05' 00" West 42.74 feet; thence North 50 15' 00" East 10.08 feet; thence South 88' 05' 00" West 4289 feet to a point on the northerly line of Las Juntas Way also being a point of cusp with a tangent curve concave to the northwest, having a radius of 20.00 feet~ thence northerly along said curve through a central angle of 820 50' 00"; an arc distance of 28.91 feet; thence! along the westerly line of Wayside Lane North 5' 15' 00" East 365.63,feet to the point of beginning. NOTICE f Section 12413.1 of the CaUfarria Insurance Code,effective January 1.1990,requires that any title insurance company,underwritten We company, or corWISiled escrow company handling funds in an escrow or sub-escrow capacity.wait a specified number of days after depositing furfts, before recording any documents In connection with the transaction or disbursing funds. Thh statute allows for funds deposIA by wire transfer to be disbursed the same day as deposit In the case of cashiers checks or certified drecks, flunds may be disbursed the next day after deposit. in order to avoid unnecessary delays of three to seven days.or more, please use wire transfer, cashiers checks. or certified checks whenever possible. If you have any questions about the effect of this new law,please contact your local Fust American office for more details. NOTICE iI As of January 1,1991. if the transaction which is the subject of this report will be a sale,you,as a party to the transaction, may have certain tax reporting and withholding obligations pursuant to the state taw referred to below. In accordance with Sections 18662 and 1 5668 of the Revenue and Taxation Code,a buyer may be required to withhold an amount equal to three and one-third percent of the sales price in the case of the disposition of Cafrfornia real property interest by eNw. 1.A seller who is an indrvidual with a last known street address outside of California orwhen the disbursement Instructions authorize the proceeds be sent to a financial intermediary of the seller. OR 2 A corporate.setter which has no permanent place of business In CaGfomha. The buyer may become subject to penalty for f Etre to withhold an amount equal to the lesser of 10 percent of the amount required to be withheld or five hundred dollars (5500). . However, notwithstanding any other provision Included In the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for facture to withhold it 1. The sales price of the California real property conveyed does rot exceed one hundred thousand dollars (100,000). OR 2 The seller executes a written certificate, under the penalty of perjury, certifying that the seller Is a resident of California, or if a corporation, has a permanent place of business in California, OR 3. The seller. who is an individual, executes a written certificate. under the penalty of perjury,that the California real property being conveyed is the sellers principal residence (as defined kr Section 1034 of the Intemai Revenue Code). The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. The California statutes referenced above include provisions which authorize the Franchise Tax Board to grant reduced withholding and waivers from withholding on a case-by-case basis. >' The to this transaction should seek an attorney's, accountant's, or other tax specialists opinion con � pasties P� P cemn9 the effect of this . law on this transaction and should not ad on any statements made or omitted by the escrow or dosing officer. THE SEU.ER MAY REQUEST A WAIVER BY CONTACTING: Franchise Tax Board Withhold at Source Unit P.O. Box 651 Sacramento, CA 95812-0651 (916) 8454900 RANCHO LAS _ JUNTAS f �p NOT kE THIS MAP MAY OR MAY N-5T 6E SURVEY OE THE LAND DEPICTED HcREON. 1T IS T TO E= RELIED w / UPON FOR ANY PURPOSE 3THER HAN 0-:31ENTING ONE'S SELF AS •O THE GEi;cRAL OCATION OF THE PARCEL OR PARCELS OF IPs ERE S' . 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MMN Nv Ove H�� v N r NN N s j II S U.S �'�" �� ay •d E e t L,8 E Y c e Z •.L' E dito E Syyt w� = sse V � � �$ aH $ " 3 3 c sc� au�� 3 � Eta -24 (E7'01 �' .0N u . 1=D a7 oa 08 �wtiX c� < < < < r x o �ox t » "s3ig � <I<"a` <` <i� rfRx 6-2w-- z__--_ is i 0 1=fnx o`er w�_ z�_ __ - zs .`rte O p 4 ~ r + r U iG 6104 mV q FFLii S� N N a Ch C4 gu 0 d R n Y1 Rl�, v 9 •'� q 9L. frn Q til 54 <U h K } u • > N H , • G ooM�o v.r000ppQ(vy.BopN 8 $ "' or NNO N�.y..NNe�O`NQ4�00'4rL.KrOHNcr wYi , (�/1 NNK O6 El nNi;;:2 VVN'' N.fir V bN N N N H N i%Q N N N N cn 14 CS N Nip vKi NH�Nd'NN��yyH H�HNNHNNH t� t� - � S N • K z - o.q S U� U US O c o oaf me > o qV g E a + C7 u 0 4 33C3d z��C�a�C `3F�daca�aaiat� � < < A4 2 W W C. Financing Plan-To homes: The Martin/Holliday Team has the financial capacity to undertake the anticipated development of the Coggins Square ownership project. Currently,there is strong interest in the lending community to finance;entry level home ownership opportunities. Lenders prefer infill projects which are fully entitled,smaller in scale,well located in areas with strong demographics and market demand. This proposed project meets each of these target objectives. The townhome development will be conventionally financed through an interim construction loan. The amount of this financing will equal approximately 75%of the project's value. We anticipate that the project will be phased in two development blocks, with the second phase commencing only after sales objectives in the initial phase are achieved. W The source of repayment for the construction financing will be the net proceeds from the sale of units to individual homeowners. A proforma for the townhomes can be found in Attachment 7. i R • w, �2 E �t►.; � ; + c - 2 P 2 a3 f y -< ! t O00000000000 to00000 OOOOO OO O: CS f OO NM O ONN VPNOOO O OOO O OOOO N ♦ OO; r Cp O OO OOOO Cl W OOw wOO CDO -0 �: m I ( 40 OO 04DN0 If W) 40 co :OOmn0 O N C7: N i w Ow 0 40 0 r! cmNnn nw0 N OO �= CA' tO I 1 n m w ao •r N V) co N v U v co• w! I 1 0 � vri vv �� `v�� `•� v� J r� .= 1 I ar • yr w O �- W I w OOUP i OO O; w• v er 1 hO aol O OO OO MCl! N 4 ( 1 v CY W ° Ip. A 1 1 sA NI aA w 1 I I co r- wI In o00 00 0: rti: to w .aO .aI p t0 OOw OO O: r: N Nv cd C 0 0 0 Ct Pt. o o to { ( Cl) n of CD O N... N b W: 1 : ( c9 M N 1 COD N ODI v N N W: N N W 40. n n w I t wl w K 441. 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'-; r c-Z PC( -1 (.( Coggins Square �Townhomes-----SUMMARY PROFORMA --6/9/95 ' --------------------- Sales Revenue (Prof ix) Plan Tvoe Square Feet No. of Units Price/S. F. Price/Unit Project Total A 1/Loft-1 Ba. 800 15 $175.00 $140,000 $2,100,000 B w 2 Bd.-2 Ba 1,000 32 $165.00 $165,000 $5,280,000 I C W 3 Bd.-2 Ba 1,200 Z $154.17 $185.000 $1.295.000 Totals: 52,400 54 $8,675.000 Averages. 970 $165.55 $160,648 ' Upgrade Income (Net) $1.55 $1.500 $81.000 TOTAL PROJECT REVENUE $167.10 $162,148 $8,756,000 -------------------------------------------------------- Development Costs - Prolect Total Per Unit Perms. Ft. Land Value $600,000 $11,111 $11.45 1 Glosing Costs $50.000 $926 $0.95 Subtotal $650,000 $12,037 $12.40 Hard Costs Unit Construction $65.00 $3,406,000 $63,074 $65.00 Common Areas $5.00 $262,000 $4,852 $5.00 Architect/Engineer $300,000 $5,556 $5.73 Permits/Fees $810.000 $15.000 $15.46 Subtotal . $4,778,000 $88,481 $91.18 Finance Loan Fees 2.00% $131,340 $2,432 $2.51 Interest 11.00% $324,92a $6.017 $6.20 Subtotal $456,263 $8,449 $8.71 Sales & Marketing Models/Sales Office $125,000 $2,315 $2.39 Advertising $175,000 $3,241 $3.34 Sales Commissions 2.00% $173,500 $3.213 $3.31 Subtotal $473,500 $8,769 $9.04 1 Soft Costs Insurance/Bonds $76,500 $1,417 $1.46 Legal;DRE $50,000 $926 $0.95 I Escrow; Incentives $2,000 $108,000 $2,000 $2.06 HOA $17,850 $331 $0.34 Property Taxes $20,000 $370 $0.38 Overhead $450,000 $8,333 $8.59 Warranty $3,000 $162,000 $3.000 $3.09 I Subtotal $884,350 $16,377 $16.88 Contingency 5°/O $351.000 $6.500 I6.70 TOTAL DEVELOPMENT COSTS $7,593,113 $140,613 $144.91 CTOTAL PROJECT REVEN LIES . $8.756.000 $162.148 $167.10 NET PROFIT $1.162.887 $21,535 $22.19 c Return on Cost 15 32% w Id EXHIBIT D-1 APARTMENT SITE DEVELOPMENT SCHEDULE Action Final Date of Action 1. Submission of Schematic Design Plans to Agency Completed 2. Application for Final Development Plan and Lot Line Adjustment (including architectural detailing, site plan, landscape plan, etc. ) October 1, 1996 3. Submission to Agency of Apartment Financing Plan (including construction and permanent lender commitments, preliminary tax credit reservation, and equity investor commitment letter) August 15, 1997 . 4. Submission to Agency of evidence of availability of funds August 15, 1997 5. Conveyance of the Apartment Site November 1, 1996 6. Commencement of Construction. of the Apartments Improvements August 30, 1997 r 7. Completion of Construction of the Apartment Improvements January 1, 1999 32001F.P50 04/30/96 D-1 • W W EXHIBIT D-2 TOWNHOME SITE DEVELOPMENT SCHEDULE Action Final Date of Action 1. Submission of Schematic Design Plans to Agency Completed 2. Application for Final Development Plan, Lot Line Adjustment and Condominium Plan (including architectural detailing, site plan, landscape plan, etc.) October 1, 1996 3. Submission to Agency of Townhome Financing Plan (including lender commitments, and evidence of equity investment August 15, 1997 4. Submission to Agency of evidence of availability of funds August 15, 1997 5. Conveyance of the Townhome Site August 15, 1997 6. Commencement of Construction of the Townhome Improvements August 30, 1997 7. Completion of Construction of the Townhome Improvements January 1, 1999 3200n.P56 04/18/96 D--2 EXHIBIT E FINAL DEVELOPMENT PLAN -K x x, w 3200TO.P50 05/06/96 E-1 w w EXHIBIT F Form of Agency Grant Deeds EXHIBIT F-1 FORM OF AGENCY GRANT DEED (APARTMENT SITE) ' w w RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, N. Wing, 4th Floor Martinez, CA 94553 Attention: Deputy Director No fee for recording pursuant to Government Code Section 27383 GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California ("Grantor") , acting to carry out redevelopment purposes pursuant to the Community Redevelopment Law of the State of California, hereby grants to BRIDGE Housing Corporation, a California nonprofit public benefit corporation ("Grantee") , the real property (the "Property") described in Exhibit A attached hereto and incorporated in this Grant Deed by this reference. 1. The Property is conveyed subject to the Disposition and Development Agreement for the Coggins Square Development (the "Agreement") by and between Grantor and Grantee, executed as of 1996. 2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Grantee and such successors and assigns shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the improvements required to be constructed pursuant to the Agreement (the "Apartment Improvements") , and that such construction shall be commenced and completed within the times provided in the Agreement. 3200ST.P50 F1-1 04/11/96 Promptly after completion of the Apartment Improvements on the Property in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument so certifying (a "Certificate of Completion") . Such Certificate of Completion by the Grantor shall be a conclusive determination of satisfaction and termination of the agreements . and covenants in the Agreement and in this Grant Deed with respect to the obligations of the Grantee and its successors and assigns to construct the Apartment Improvements and the dates for the beginning and completion of such construction. 3. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and thereafter, the Grantee shall devote the Property only to the uses specified in the Agreement. 4. The Grantee hereby covenants and agrees, for itself and t its successors and assigns, that during construction and thereafter, the Grantee shall operate and maintain the Property and Apartment Improvements thereon in compliance with all requirements for operation and maintenance set forth in the Agreement. 5. The Grantee covenants and agrees, for itself and its successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the Improvements thereon. All deeds, leases or contracts made relative to the Property and the Improvements thereon or any part thereof, shall contain or be subject to substantially the following non-discrimination clauses: a. In deeds: "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, 3200Sf.PSO Fl-2 04/11/96 use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or wwsegregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " b. In leases: "The lessee herein covenants by and for itself, its heirs, .executors, administrators and assigns, and all persons claiming under or through the Grantee, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against. or " segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee, or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land herein leased. " C. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in. the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee, or any person claiming under or through the transferee, establish or permit any such practice or practicer of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land." 6. The Grantee represents and agrees that the Property will be used for the purposes of timely redevelopment as set forth in the Agreement and not for speculation in landholding. The Grantee further recognizes that in view of the following factors, the qualifications of the Grantee are of particular concern to the community and the Grantor: 3200ST.Pso F1-3 04/11/96 a. The importance of the redevelopment of the Property to the general welfare of the community; and b. The land acquisition assistance and other public aids thatwhave been made available by law and by the government for the purpose of making such redevelopment possible; and C. The reliance by the Grantor upon the unique qualifications and ability of the Grantee to serve as the catalyst for development of the Property and upon the continuing interest which the Grantee will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the Grantor in the development of the Property; and d. The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Grantee or the degree thereof is for practical purposes a transfer or disposition of the Property; and e. The fact that the Property is not to be acquired or used for speculation, but only for development and operation by the Partnership in accordance with the Agreement; and f. The importance to the Grantor and the community of the standards of use, operation and maintenance of the Property. The Grantee further recognizes that it is because of such qualifications and identity that the Grantor has entered into the Agreement and has conveyed the Property to the Grantee. For the reasons stated above, the Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the Agreement, or the Property and the Apartment Improvements thereon or any part thereof, or of other ownership interest in the Grantee in violation of the Agreement. ' No voluntary or involuntary successor in interest of the Grantee shall acquire any rights or powers under this Grant Deed or the Agreement except as expressly set forth in this Grant Deed or the Agreement. 7. The Agency hereby reserves to itself an easement across the Property (the "Childcare Easement") , in the location described in Exhibit A attached hereto and incorporated herein, subject to the following terms and conditions: 3200ST.PSO F1-4 04/11/96 (a) Use. The Childcare Easement shall be used solely for the purpose of providing a playground and recreation area in conjuncti8n with the child daycare facilities on the adjoining real property more particularly described in the attached Exhibit 8 ("Childcare Parcel") . The Agency intends to grant a license to the owner and/or operator of the Childcare Parcel (the "Licensee") to use the Childcare Easement. The Agency or the . Licensee shall not erect any permanent buildings or structures on the Childcare Easement except playground or like structures and fencing. (b) Exclusivity. The Childcare Easement shall be exclusive, except that the Agency may, by license, assign its rights to use the Childcare Easement to the. Lic:ensee, and the Grantee may use (or grant others the right to use) the Childcare K Easement for access to the Property and to adjoining lands in conjunction with construction, repair or maintenance of buildings, structures or other improvements on the Property and adjoining lands. If the Childcare Easement is used for such access, the access shall be carried out in a manner that minimizes to the extent feasible interference with use of the Childcare Easement and the Grantee shall repair or replace any improvements on the Childcare Easement that are damaged or destroyed as a result of such access. (c) Improvements. Upon termination of the Childcare Easement, all improvements on the Childcare Easement shall become the property of the Grantee and shall not be removed from the Property without the consent of the Grantee. (d) Taxes. Agency (or its Licensee) shall pay all property taxes, assessments, or similar charges levied on the . Childcare Easement or any interest therein or improvements thereon. (e) Indemnity. The Agency shall cause the Licensee to indemnify, defend and hold harmless the Grantee and its agents, employees or officers against any claim or liability for injury or damage to person or property occurring on the Childcare Easement or arising out of any act or failure ito act of the Licensee, its agents, employees, officers, partners, contractors, subcontractors, licensees, invitees, customers, clients, tenants or subtenants on, in or with respect to the Childcare Easement except, with respect to each indemnified party, as the same may be caused by the negligence of such indemnified party. 3200ST.Pso F1-5 04/11/96 (f) Burden and Benefit. It is intended that the Childcare Easement be of benefit to the Agency and be binding on Grantee's successors and assigns in and to the Property. 8. wwThe covenants contained in Sections 2, 3, 4, and 6 regarding construction, use, operation and maintenance, and transfers of interests, shall remain in effect for the Term of the Agreement (as defined -in the Agreement) . The covenants contained in Section 5 regarding non-discrimination and Section 7 regarding the Childcare Easement shall remain in effect in perpetuity. 9. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement or otherwise ' approved by the Agency; provided, however, that any successor of Grantee to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 10. The covenants contained in Sections 2 , 3, 4, 5 and 6 of this Grant Deed shall, without regard to technical classification or designation, legal or otherwise specifically provided in this Grant Deed, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by the Grantor, its successors and assigns, the County of Contra Costa and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of . any breach of any of such covenants, the Grantor and such aforementioned parties shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties: 11. Subject to and in accordance with the procedures and provisions of Section 8.5 and 8.11 of the Agreement, the Grantor shall have the right, at its option, to reenter and take possession of the Property hereby conveyed, or such portion thereof, with all Apartment Improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if the Agreement 3200ST.PSo F1-6 04/11/96 is terminated with respect to the Grantee pursuant to Section 8.4 of the Agreement prior to recordation of a Certificate of Completion for the Apartment Improvements. The . "rantor shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section, including also the right to execute and record or file with the Recorder of the County of Contra Costa a written declaration of the termination of all :rights and title of the Grantee, and its successors in interest and assigns, in the Property, and the reverting of title thereto in the Grantor. Any delay by the Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting .its rights under this Section shall not operate as a waiver of :such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that Grantor should not be constrained so as to avoid the risk of being deprived of or limited to the exercise of the remedy provided in this Section because of concepts of waiver, laches, or others) , nor shall any waiver in fact made by the Grantor with respect to any specific default by the Grantee, its successors and assigns, be considered or treated as a waiver of the rights of the Grantor with respect to any other defaults by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. 12. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the rights to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed or, prior to the issuance of a Certificate of Completion, to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section, successors and assigns of the Grantee shall be defined. to include only those parties who hold all or any part of the Property in fee title, and not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of ;trust, or any other � person or entity having an interest less than a fee in the Property. In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties hereto and their successors in interest that the Agreement shall control. 13. This Grant Deed may be executed and recorded in two or more counterparts, each of which shall be considered for all purposes a fully binding agreement between the parties. 3200ST.P50 F1-7 04/11/96 ww w 3200ST.P50 Fl-8 04/11/96 IN WITNESS WHEREOF, the -parties hereto have executed this Grant Deed in triplicate as of this , 199 GRANTEE: GRANTOR: yw w BRIDGE Housing Corporation, Contra Costa County a California nonprofit Redevelopment 'Agency, a public public benefit corporation body, corporate and politic By; By: Its: Its: 3200Sr.P50 F1-9 04/11/96 EXHIBIT A LEGAL DESCRIPTION OF THE APARTMENT SITE , INCLUDING RESERVATION OF CHILDCARE EASEMENT w s , 3200ST.PSO Fl-10 04/11/96 EXHIBIT B LEGAL DESCRIPTION OF CHILDCARE PARCEL VV V t 3200ST.P50 F 1-11 04/11/96 EXHIBIT F-2 FORM OF AGENCY GRANT DEED (TOWNHOME SITE) w w RECORDINCP REQUESTED BY AND WHEN RECORDED MAIL TO: .Contra Costa County Redevelopment Agency 651 Pine Street, N. Wing, 4th Floor Martinez, CA 94553 Attention: Deputy *Director No fee for recording pursuant to Government Code Section 27383 GRANT DEED For valuable consideration, the receipt of which is. hereby acknowledged, THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California ("Grantor") , acting to carry out redevelopment purposes pursuant to the Community Redevelopment Law of the State of California, hereby grants to The Martin Group/Holliday Development, a joint venture ("Grantee") , the real property (the "Property") described in Exhibit A attached hereto and incorporated in this Grant Deed by this reference. 1. The Property is conveyed subject to the Disposition and Development Agreement for the Coggins Square Development (the "Agreement") by and between Grantor and Grantee, executed as of 1996. 2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Grantee and such successors and assigns shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the improvements required to be constructed pursuant to the Agreement (the "Townhome Improvements") , and that such construction shall be commenced and completed within the times provided in the Agreement. Promptly after completion of each of the units and the common area of the Townhome Improvements in accordance with the . provisions of the Agreement, the Grantor will furnish the Grantee 3200TB.PSO F2-1 04/30/96 with an appropriate instrument so certifying (a "Certificate of Completion") . Such Certificate of Completion by the Grantor shall be a conclusive determination of satisfaction and termination of the agreements and covenants- n the Agreement and in this Grant Deed with respect to the obligations of the Grantee and its successors and assigns to construct the portion of the Townhome Improvements described in the Certificate of Completion and the dates for the beginning and completion of such construction. 3. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and thereafter, the Grantee shall maintain the Property and Townhome Improvements thereon in compliance with all requirements for maintenance set forth in the Agreement. 4. The Grantee covenants and agrees, for itself and its successors' and assigns, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the Improvements thereon. All deeds, leases or contracts made relative to the Property and the Improvements thereon or any part thereof, shall contain or be subject to substantially the following non-discrimination clauses: a. In deeds: "The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through +� them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or' disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein 3200TB.P50 F2-2 04/30/96 conveyed. The foregoing covenants shall run with the a.and. " b. In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through the Grantee, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee, or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land herein leased. " C. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee, or any person claiming under or through the transferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land. '# 5. The Grantee represents and agrees that the Property will be used for the purposes of timely redevelopment as set forth in the Agreement and not for speculation in landholding. The Grantee further recognizes that in view of the following factors, the qualifications of the Grantee are of particular concern to the community and the Grantor: a. The importance of the redevelopment of the Property to the general welfare of the community; and b. The land acquisition assistance and other public aids that have been made available by law and by the government for the purpose of making such redevelopment possible; and 320OTB.Pso F2-3 04/30/96 C. The reliance by -the Grantor upon the unique qualifications and ability of the Grantee to serve as the catalyst for development of the Property and upon the continuing interest�Which the Grantee will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the Grantor in the development of the Property; and d. The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Grantee or the degree thereof is for practical purposes a transfer or disposition of the Property; and e. The fact that the Property is not to be acquired or used for speculation, but only for development and operation by the Partnership in accordance with the Agreement; and f. The importance to the Grantor and the community of the standards of use, operation and maintenance of the Property. The Grantee further recognizes that it because of such qualifications and identity that the Grantor has entered into the Agreement and has conveyed the Property to the Grantee. For the reasons stated above, the Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment,' conveyance, lease, pledge or encumbrance of the Agreement, or the Property and the Townhome Improvements thereon or any part thereof, or of other ownership interest in, the Grantee in violation of the Agreement.. No voluntary or involuntary successor in interest of the Grantee shall acquire any rights or powers under this Grant Deed or the Agreement except as expressly set forth in this Grant Deed or the Agreement. w , 6. The covenants contained in Sections 2,, 3, and 5 regarding construction, maintenance, and transfers of interests, shall remain in effect for the Term of the Agreement (as defined in the Agreement) . The covenants contained in Section 4 regarding non-discrimination shall remain in effect in perpetuity. 7. No violation or breach of the covenants, conditions, restrictions, provisions or .limitations contained in this Grant Deed shall defeat or render invalid or in any way. impair the lien or charge of any mortgage, deed of trust or other financing or 3200TS.P50 F2-4 04/30/96 security instrument permitted by the Agreement or otherwise approved by the Agency; provided; however, that any successor of Grantee tQr the Property shall be bound by such covenants, conditiorim, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 8. The covenants contained in Sections 2, 3, 4 and .5 of this Grant Deed shall, without regard to technical classification or designation, legal or otherwise specifically provided in this Grant Deed, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by the Grantor, its successors and assigns, the County of Contra Costa and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of any breach of any of such covenants, the Grantor and such aforementioned parties shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties. 9. Subject to and in accordance with the procedures and provisions of Section 8.5 and 8.11 of the Agreement, the Grantor shall have the right, at its option, to reenter and take possession of the Property hereby conveyed, or such portion thereof, with all Townhome Improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if the Agreement is terminated with respect to the Grantee pursuant to Section 8.4 of the Agreement prior to recordation of a Certificate of Completion for the Townhome Improvements. �> The Grantor shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section, including also the right to execute and record or file with the Recorder of the County of Contra Costa a written declaration of the termination of all rights and title of the Grantee, and its successors in interest and assigns, in the Property, and the reverting of title thereto in .the Grantor. Any delay by the Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section shall not operate as a waiver -of such rights or to deprive it of or limit such rights in .any way (it being the intent. of this provision that Grantor should not be constrained 3200TB.P50 F2-5 04/30/96 so as to avoid the risk of being deprived of or limited to the exercise of the remedy provided in this Section because of concepts of waiver, laches, or others) , nor shall any waiver in fact madai by the Grantor with respect to any specific default by the Grantee, its successors and assigns, be considered or treated as a waiver of the rights of the Grantor with respect to any other defaults by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. 10. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property, shall have the rights to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed or, prior to the issuance of a Certificate of Completion, to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any .other person or entity having an interest less than a fee -in the Property. In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties hereto and their successors in interest that the Agreement shall control. 11. This Grant Deed may be executed and recorded in two or more counterparts, each of which shall be considered for. all purposes a fully binding agreement between the parties. 3200TB.PSO F2-6 04/30/96 IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed in triplicate as of this , 199 4 - 4 GRANTEE: " GRANTOR: The Martin Group/Holliday Development Contra Costa County By: The Martin Group Redevelopment Agency, a public body, corporate and politic By: By: Its: Its: By: Holliday Development By: Its: 3200T 3.PSO F2-7 04/30/96 EXHIBIT G FORM OF AGENCY NOTE Promissory Note w $350, 000 Martinez, California 199 FOR VALUE RECEIVED, BRIDGE Housing Corporation, a California nonprofit public benefit corporation (the "Developer") , promises to pay to the Contra Costa County Redevelopment Agency (the "Agency") , or order, the principal sum of Three Hundred Fifty- Thousand Dollars ($350,000) , with interest as provided below. 1. Disposition and Development Agreement. This promissory note (the "Note") is made pursuant to the terms of the Disposition and Development Agreement for Coggins Square Housing Development between the Developer, the Martin Group/Holliday Development and the Agency, executed as of , 1996 (the "DDA") . All capitalized terms used but not defined in this Note shall have the meanings set forth in the DDA. 2. Interest: Repayment Terms. The indebtedness evidenced by this Note shall bear interest at the rates and shall be due and payable at the times and in the manner set forth in Section 4.2 of the DDA. If the Developer fails to make any payment under this Note when due, the delinquent amount shall bear interest from the date due until the date paid at the lesser of ten percent (10%) per annum or the maximum rate permitted by law. Such interest amount shall be in addition to the late charge set forth in Section 3 below. x , 3. Late Charge. The Developer acknowledges that late payment of amounts owing under this Note will cause the Agency to incur costs not contemplated by this Note, the exact amount of such costs being difficult and impractical to assess. Such costs include without limitation, processing and accounting charges. Therefore, if any payment under this Note is not received within thirty (30) days of the date due, BRIDGE agrees to pay to the Agency an additional amount of Two Hundred Dollars ($200) as a late charge. The parties agree that the late charge represents a reasonable sum considering all the circumstances existing at the 3200TJ.PSO OS/06/96 G-1 date of the execution of this Note and represents a fair and reasonable estimate of the costs the Agency wold incur by reason of late payment and that proof of actual damages would be costly and inconvenient. Acceptance of a late charge shall not constitute a waiver of default and shall not prevent the Agency from exercising any other rights or remedies available to the Agency. Any payment deferred in accordance with the provisions of this Note shall not be subject to a late charge. 4. Prepayment. As more fully set forth in Section 4.3 of the DDA, the Developer shall have the right to prepay all or a .portion of the principal and interest due under this Note without any charge or penalty being made therefor. 5. Agency Deed of Trust. This Note is secured by the Agency Deed of Trust of even date herewith to the Title Company, as Trustee. 6. Acceleration. As more fully set forth in Sections 8.4 and 8.6 of the DDA, upon the occurrence of an Event of Default by Developer or as defined in the DDA or Agency Deed of Trust, the Agency shall have the right to declare all of the unpaid principal and accrued interest immediately due and payable. Neither acceptance by the Agency of the payments provided for herein nor any failure by the Agency to pursue its legal and equitable remedies upon default shall constitute a waiver of the Agency's right to require prompt payments when due of all principal and interest owing or- to declare a default and exercise all of its rights under this Note, the Agency Deed of Trust, the DDA, and the other Agency Documents. 7. No Offset. The Developer hereby waives any rights of offset it now has or may hereafter. have against the Agency, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note. 8. Waiver; Attorneys' Fees. The Developer and any endorsers or guarantors of this Note, for themselves; their heirs, legal representatives, successors and assigns, respectively, severally w waive diligence, presentment, protest, and demand, and notice of protest, dishonor and non-payment of this Note, and expressly waive any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waive .the right to plead any and all statutes of limitations as a defense to any demand on this Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attorneys' fees. - If an action is instituted on this' Note, the undersigned 3200TJ.PSO 05/06/96 G-2 promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys' fees in such action. w 9. Manner and Place of Payment. All payments of principal and interest and any late charge due under this Note, as well as any additional payments set forth in the Agency Deed of Trust, shall be payable in lawful money of the United States of America at the office of the Agency as set forth in Section 10..1 of the DDA or at such other address as the Agency may provide to the Developer by notice in accordance with Section 10.1 of the DDA. 10. Nonrecourse Obligation. Except as express]Ly provided in the second paragraph of this Section 10, the Developer, the Developer's officers, directors, employees and agents, and the Developer's partners (if the Developer is a partnership) shall not have any direct or indirect personal liability for payment of the principal of, or interest on, this Note or the performance of the covenants of the Trustor under the Agency Deed of Trust securing this Note. The sole recourse of the Agency with respect to the principal of, or interest on, the Note and defaults by Trustor in the performance of its covenants under the Agency Deed of Trust shall be to the property securing the indebtedness evidenced by the Note. No judgment, or execution thereon, entered in any action, legal or equitable, on the Note or the Agency Deed of Trust shall be enforced personally against the Developer, but shall be enforced only against the property described in the Agency Deed of Trust and such other or further security as, from time to time, may be hypothecated for the Note; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Agency, or (b) be deemed in any way to impair the right of the Agency to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply � only to the obligation for the repayment of the principal of, and payment of interest on the Note and the performance of Trustor Is obligations under -the Agency Deed of Trust, except as hereafter set forth. Nothing contained herein is intended to relieve the Developer of personal liability for: (1) fraud or willful misrepresentation; (2) the failure to pay taxes, assessments or other charges which may create liens on the Property that are payable or applicable prior to any foreclosure under the Agency Deed of Trust (to the full extent of such taxes, assessments or other charges) ; (3) the fair market value of any personal 3200TIPSO 05/06/96 G-3 property or fixtures removed or disposed of by Developer other than in accordance with the Agency Deed of Trust; (4) the misapplication of any proceeds under any insurance policies or awards regulting from condemnation or the exercise of the power of eminvt domain or by reason of damage, loss or destruction to any portion of the Property (to the extent of the misapplied proceeds or awards) ; (5) the Developer's indemnification obligations under Sections 6.7, 10.7, and 10.9 of the DDA; and (6) any rental income or other income arising with respect to the Property received by the Developer after the Agency has given notice to the Developer of the occurrence of an Event of Default and not applied to pay debt service and other operating costs of the Development. 11. Assignment. The Agency's rights under this Note may be assigned by the Agency in its discretion. 12. . Conflict. If any term or provision of this Note conflicts with any term or provision of the DDA, the term or provision of the DDA shall control to the extent of such conflict. BRIDGE HOUSING CORPORATION, a California nonprofit public benefit corporation By: Its: 3200TIPSO 05/06/96 G-4 EXHIBIT H FORM OF AGENCY DEED OF TRUST RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, N. Wing, 4th Floor Martinez, California 94553 Attention: Deputy Director - Redevelopment No fee for recording pursuant to Government Code Section 27383 AGENCY DEED OF TRUST AND SECURITY AGREEMENT THIS AGENCY DEED OF TRUST ("Agency Deed of Trust") is made as of this day of , 1996, by and among BRIDGE Housing Corporation, a California nonprofit public benefit corporation ("Trustor") , California Land Title C:ompany, . a California corporation ("Trustee") , and the Contra Costa -County Redevelopment Agency, a public body, corporate and politic ("Beneficiary") . FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's fee interest in the property located in the County of Contra Costa, State of California, that is described in the attached Exhibit A, incorporated herein by this reference (the "Property") . TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means .of access thereto, including (without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto; 3200T8.P50 04/30/96 H-1 TOGETHER WITH any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed . upon the Property; TOGETHER WITH all building materials and equipment now or hereafter delivered to said property and intended to be installed therein; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property; TOGETHER WITH all estate, interest,. right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by and proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages to the extent Beneficiary has an interest in such awards for taking as provided in Section 4. 1 herein; and TOGETHER WITH all of Trustor's interest in all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods 'and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner. All of the foregoing, together with the Property, is herein referred to as the "Security." To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever. 3200T8.P50 04/30/96 H-2 FOR THE PURPOSE OF SECURING: (a) Payment of just indebtednesses of Trustor to Beneficiary as set forth in the Agency Note (defined in Article 1 below) uz%til paid or cancelled. Said principal and other payments shall be due and payable as provided in the Agency Note. Said Agency Note and all its terms are incorporated herein by reference, and this conveyance shall secure 'any and all extensions thereof, however evidenced; and (b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Agency Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein; and (c) Performance of every obligation, covenant or agreement of Trustor contained herein and in the Loan Documents (defined in Section 1.2 below) . AND TO PROTECT THE SECURITY OF THIS Agency Deed of Trust, TRUSTOR COVENANTS AND AGREES: ARTICLE 1 DEFINITIONS In addition to the terms defined elsewhere in this Agency Deed of Trust, the following terms shall have the following meanings in this Agency Deed of Trust: Section 1.1 The term "DDA" means that certain Disposition and Development Agreement for the Coggins Square Housing Development between Trustor, the Martin Group/Halliday Development and Beneficiary, dated as of , 1996, providing for the Beneficiary to loan to the Trustor Three Hundred Fifty Thousand Dollars ($350,000) for the acquisition of the Property. 31 ' Section 1.2 The term "Loan Documents" means this Agency Deed of Trust, the Agency Note, the DDA, the Regulatory Agreement, and any other debt, loan or security instruments between Trustor and the Beneficiary relating to the Property. Section 1.3 The term "Agency Note" means the promissory note in the principal amount of Three Hundred Fifty Thousand Dollars ($350,000) of even date herewith executed by the Trustor in favor of the Beneficiary, the payment of which is secured by this Agency Deed of Trust. (A copy of the Agency Note is on file 3200T8.P50 04/30/96 H-3 with the Beneficiary and terms and provisions of the Agency Note are incorporated herein by reference. ) Sect,�on 1.4 The term "Principal" means the aggregate of all amourpts required to be paid under the Agency Note. Section 1.5 The term "Regulatory Agreement" means that certain regulatory agreement of even date herewith executed by the Trustor and the Beneficiary with respect to the Property, as required by the DDA. ARTICLE 2 MAINTENANCE AND MODIFICATION OF THE PROPERTY AND SECURITY Section 2.1 Maintenance and Modification of the Property by Trustor. The Trustor agrees that at all times prior to full payment of the sum owed under the Agency Note, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals deemed proper .and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security. Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of thirty (30) days or more, and to take all other reasonable steps to ,. forestall the assertion of claims of lien against the Security of any part thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent (said agency being coupled with an interest) with the authority, but without any -obligation, to file for record any notices of completion or cessation of labor or any other notice that Beneficiary deems necessary or desirable to protect. its interest in and to the Security or the Loan Documents; provided, however., that Beneficiary shall exercise its rights as agent of Trustor only in the event that Trustor shall fail to take, or shall fail to diligently continue to take, those actions as hereinbefore provided. 3200T8.PS0 04/30/96 H-4 Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or claims as Beneficiary shall specify upon . laborers, materialmen, subcontractors or other persons who have furnished or claim to have furnished labor, services or materials in connec't'ion with the Security. Nothing herein contained shall require Trustor to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting provided that Trustor shall, within thirty (30) days after the filing of any claim of lien, record in the Office of the Recorder of Contra Costa County, a surety bond in an amount 1 and 1/2 times the amount of such claim item to protect against a claim of lien. Section 2 .2 Granting of Easements. " Without Beneficiary's prior written consent, which consent shall not be withheld unreasonably, Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security, except for: (i) an easement- for joint use of the community facilities on the Property to the occupants of the Townhome Improvements (as defined in the DDA) ; and (ii) those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law. As to these exceptions, Beneficiary will grant and/or direct the Trustee to grant such easements. ARTICLE 3 . TAXES AND INSURANCE; ADVANCES Section 3 . 1 Taxes, Other Governmental Charges and Utility Charges. Trustor shall pay, or cause to be paid, at least fifteen (15) days prior to the date of delinquency, all taxes, assessments, charges and levies imposed by any public authority �* or utility company which are or may become alien affecting the Security or any part thereof; provided, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3. 1. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in .full prior to the attachment of .any lien therefor on any part of the Security; .provided, however, if such taxes, assessments or 3200T8.P50 04/30/96 H-5 charges may be paid in installments, Trustor may pay in such installments. Except as provided in clause (b) of the first sentence of this paragraph, the provisions of this Section 3 .1 shall not be construed to require that Trustor maintain a reserve account„.escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies. In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the maximum rate permitted by law, shall become an additional obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts. Section 3 .2 Provisions Respecting Insurance. Trustor agrees to provide insurance conforming in all respects to that required under the Loan Documents during the course of construction and following completion, and at all times until all amounts secured by this Agency Deed of Trust have been paid and all other obligations secured hereunder fulfilled, and this Agency Deed of Trust reconveyed. All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time prior to the Beneficiary's receipt of the entire Principal and all amounts secured by this Agency Deed of Trust. Section 3 . 3 Advances. r In the event the Trustor shall fail to maintain the full insurance coverage required by this Agency Deed of Trust or shall fail to keep the Security in accordance with the Loan Documents, the Beneficiary, after at least seven (7) days prior notice to Beneficiary, may (but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Beneficiary shall become an additional obligation of the Trustor to the Beneficiary (together with interest as set forth below) and shall be secured hereby, which amounts the 3200T8.PS0 04/30/96 H-6 Trustor agrees to pay -on- the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the lesser of ten percent (100) per annum or the maximum rate permitted w j)y law. w ARTICLE 4 DAMAGE, DESTRUCTION OR CONDEMNATION Section 4 . 1 Awards and Damages. All judgments, awards of damages, settlements and compensation made in connection with or in lieu of (1) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction of the Property or in any part thereof by insured casualty, -and (3) any other injury or damage to all or any part of the Property ("Funds") are hereby assigned to and shall be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any funds and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its sole option. The Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Agency Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of all or any part of the Funds collected and received by the Beneficiary or the release thereof shall not cure or waive any default under this Agency Deed of Trust. The rights of the Beneficiary under this Section 4 . 1 .are subject to the rights of any senior mortgage lender. x ARTICLE 5 AGREEMENTS AFFECTING THE PROPERTY; FURTHER ASSURANCES; PAYMENT OF PRINCIPAL AND .INTEREs,,r Section 5. 1 Other Agreements Affecting Property. The Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Loan Documents and any other agreement. of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof. 3200T8.P50 04/30/96 H-7 Section 5. 2 Agreement to Pay Attorneys' Fees and Expenses. 19W In tyhe event of any Event of Default (as defined below) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Agency Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured� by the lien of this Agency Deed of Trust, and shall bear interest from the date such expenses are incurred at the lesser of ten percent (10%)- per annum or the maximum rate permitted by law. Section 5. 3 Payment of the Principal. The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Agency Note in the amounts and by the times set out therein. Section 5.4 Personal Property. To the maximum extent permitted by law, the personal property subject to this Agency Deed of Trust shall be deemed to be fixtures and part of the real property and this Agency Deed of Trust shall constitute a fixtures filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Agency Deed of Trust shall constitute a security agreement under the California Commercial Code. Section 5. 5 Financing Statement. The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts which the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Agency Note in accordance with their terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in 3200T8.PS0 04/30/96 H-8 order to protect the security -interest established pursuant to this instrument. Section 5. 6 Operation of the Security. W The Trustor shall operate the Security (and, in case of a transfer of a portion of the Security subject to this Agency Deed of Trust, the transferee shall operate such portion of the Security) in full compliance with the Loan Documents. Section 5.7 Inspection of the Security. At any and all reasonable times upon seventy-two (72) hours, notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and :representatives, shall have the right, without payment of charge's or fees, to inspect the Security. Section 5. 8 Nondiscrimination. The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land. ARTICLE 6 HAZARDOUS WASTE ,. Trustor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions. Trustor shall not use, generate, manufacture, shore or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or 3200T8.P50 04/30/96 H-9 'f included in the definition of "hazardous substances, " hazardous wastes, " "hazardous materials, " or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as "Hazardous Materials") except such of the foreq-ing as may be customarily kept and used in and about multifamily residential property. Trustor shall immediately advise Beneficiary in writing if at any time it receives written notice of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Trustor or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, ("Hazardous Materials Law") ; (ii) all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above hereinafter referred to a "Hazardous Materials Claims") ; and (iii) Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be classified as "border-zone property" under the provision of California Health and Safety Code, Sections 25220 et seq. or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law. Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall indemnify and hold harmless Beneficiary and its council members, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, , storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation: (a) all foreseeable consequential damages; (b) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (c) all reasonable costs and expenses incurred by Beneficiary in connection with clauses (a) and (b) , including but not limited to reasonable attorneys' fees. Without Beneficiary's prior written consent, which shall not be unreasonably withheld, Trustor shall not take any remedial 3200T8.PS0 04/30/96 H-10 action in response to the presence of- any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous ,44aterial Claims, which remedial action, settlement, consent decree or compromise might, in Beneficiary's reasonable judgement, impair the value of the Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction, (ii) Trustor will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by Beneficiary. The Trustor hereby acknowledges and agrees that (i) this Article is intended as the Beneficiary' s written request for information (and the Trustor's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726. 5, and (ii) each representation and warranty in this Agency Deed of Trust or any of the other Loan Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition of the property is intended by the Beneficiary and the Trustor to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736. r x , In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726. 5 (e) (3) ) or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726.5 (e) (1) ) , then, without otherwise limiting or in any way affecting the Beneficiary's or the Trustee's rights and remedies under this Agency Deed of Trust, the Beneficiary may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured 3200T8.P50 04/30/96 H-11 creditor, including reduction of its claim against the Trustor to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the Beneficiary's right to proceed as an unsectiped creditor under California Code- of Civil Procedure Section '9126. 5 (a) , the Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726. 5 (d) (1) , if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Trustor knew or should have known of the activity by such lessee, occupant, or user which caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the Beneficiary in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726. 5 (b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the rate specified in the Agency Note until paid, shall be added to the indebtedness secured by this Agency Deed of Trust and shall be due and payable to the Beneficiary upon its demand made at any time following the conclusion of such action. ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES Section 7 . 1 . Events of Default. The following shall constitute Events of Default following the expiration of any applicable notice and cure periods: (1) failure to make any payment to be paid by Trustor under the Loan Documents, which failure continues uncured for ten (10) days following written notice thereof to Trustor by Beneficiary; (2) failure to observe or perform any of Trustor's other material covenants, agreements or obligations under the Loan Documents, , including, without limitation, the provisions concerning discrimination, which failure continues uncured for sixty (60) days following written notice thereof to Trustor by Beneficiary or such lesser period as may be specified for cure in such Loan Documents with respect to a particular default; or (3) failure to make any payment or perform any of Trustor's other covenants, agreements, or obligations under any other debt instruments or regulatory agreement secured by the Property, which default shall not be cured within the times and in the manner provided in such documents. If the Trustor is a limited partnership and the limited partner has given the Agency written notice of its name and address, the Agency shall send a copy of any notice of 3200T8.P50 04/30/96 H-12 default to such limited partner, provided that the Agency's failure to provide such notice shall not result in any liability to the Agency, and the limited partner shall have the right to cure any default of Developer within the same time periods as are specified, above. Section 7 .2 Acceleration of Maturity. If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default and the unpaid Principal of the Agency Note shall immediately become due and payable, upon written notice by the Beneficiary to the Trustor (or automatically where so specified in the Loan Documents) , and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right. Section 7 . 3 The Beneficiary's Right to Enter and Take Possession. If an Event of Default shall have occurred and be continuing, the Beneficiary may: (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or :in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect .the security thereof. The entering upon and taking possession of the Security shall not cure or waive any Event of Default or Notice of Default (as defined below) hereunder or invalidate any act done in response to such .Default or pursuant to such Notice of Default and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Agency Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Agency Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest . in the Security to be sold ("Notice of 3200T8.PS0 04/30/96 H-13 Default and Election to Sell") , which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Contra Costa County; or (d) .A"Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. Section 7.4 Foreclosure By Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall give notice to the Trustee (the "Notice of Sale") and shall deposit with Trustee this Agency Deed of Trust which is secured. hereby (and the deposit of which shall be deemed- to constitute evidence that the unpaid principal amount of the Agency Note is immediately due and payable) , and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. (a) Upon receipt of such notice from the Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Agency Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and Election to Sell and after Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by the Trustor according to California Civil Code Section 2924g(b) , at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the 3W property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale, and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to 3200T8.P50 04/30/96 H-14 • payment of: (i) the unpaid Principal amount of the Agency Note; (ii) all other amounts owed to Beneficiary under the Loan Documents; (iii) all other sums then secured hereby; and (iv) the remainder. if any, to Trustor. w w (c) Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale. Section 7.5 Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof) , and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated. Section 7. 6 Remedies Cumulative. No right, power or remedy conferred upon or reserved to the Beneficiary by this Agency Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right; power and remedy given hereunder or now or hereafter existing at law or in equity. Section 7.7 No Waiver. ,. , (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right,. power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein.; and every right, power and remedy given by this Agency Deed of Trust to -the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or implied, by the Beneficiary to or any breach by the Trustor in the performance of the obligations hereunder shall be deemed or 3200T4.PS0 04/30/96 H-15 I construed to be a consent to or waiver of obligations of the Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constAute a waiver by the Beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by the Trustor. (b) If the Beneficiary (i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not exercise any right granted in the Loan Documents, (iv) releases any part of the Security from the lien of this Agency Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Documents, (v) consents to the granting of any easement or other right affecting the Security, or (vi) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Agency Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co-signer, endorser, surety or guarantor (unless expressly released) ; nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Agency Deed of Trust be altered thereby. Section 7.8 Suits to Protect the Security. The Beneficiary shall have power to (a) institute and maintain - such suits and proceedings as it may deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Agency Deed of Trust, (b) preserve or protect its interest (as described k ' in this Agency Deed of Trust) in the Security, and (c) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional- or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary. 3200T8.P50 04/30/96 H-16 Section 7 .9 Trustee May File Proofs of Claim. In tj}e case of any receivership, insolvency, bankruptcy, reorgani2ation, arrangement, adjustment, composition or other proceedings 'affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, -shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date. Section 7. 10 waiver. The Trustor waives presentment, demand for payment, notice of dishonor, notice of protest and nonpayment, protest, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing under the Agency Note or in proceedings against the Security, in connection with the delivery, acceptance, performance, default, endorsement or guaranty of this Agency Deed of Trust. ARTICLE 8 MISCELLANEOUS Section 8. 1 Amendments. This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor. Section 8.2 Reconveyance by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid or forgiven, and upon surrender of this Agency Deed of Trust to Trustee for cancellation and >' retention, and upon payment by Trustor of Trustee' s reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto. Section 8.3 Notices. If at any time after the execution of this Agency Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication. upon the other party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, 3200TB-PSO 04/30/96 H-17 postage prepaid and (1) if intended for Beneficiary shall be addressed to: .,Contra Costa County Redevelopment_ Agency ," 651 Pine Street, N. Wing, 4th Floor Martinez, CA 94553 Attn: Deputy Director - Redevelopment and (2) if intended for Trustor shall be addressed to: BRIDGE Housing Corporation One Hawthorne, 4th Floor San Francisco, CA 94105 Attn: Executive Director Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective. Section 8 .4 Successors and Joint Trustors. Where an obligation is created herein binding upon Trustor, the obligation shall also apply to and .bind any transferee or successors in interest. Where the terms of the Agency Deed of Trust have the effect of creating an obligation of the. Trustor and a transferee, such obligation shall be deemed to be a joint and several obligation of the Trustor and such transferee. Where more than one entity signs as Trustor, all obligations of Trustor shall be deemed to be a joint and several obligation of each and every entity and person signing as Trustor. Section 8.5 Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Agency Deed of Trust. Section 8. 6 Invalidity of Certain Provisions. Every provision of this Agency Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be. illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or 3200T8.PS0 04/30/96 H-18 invalidity shall not affect the balance of the germs and provisions hereof, which terms and provisions stall remain binding and enforceable. If the lien of this Agency Deed of Trust is y.'nvalid or unenforceable as to any part. of the debt, or if the linen is invalid or unenforceable as to arty part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Agency Deed of .Trust.. Section 8.7 Governing Law. This Agency Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Section 8.8 Gender and Number. In this Agency Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires. Section 8.9 Agency Deed of Trust, Mortgage. Any reference in this Agency Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage. Section 8. 10 Actions. Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security. Section 8. 11 Substitution of Trustee. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument: executed by , Beneficiary, containing reference to this Agency Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties .in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee. 3200T8.P50 04/30/96 H-19 Section 8 . 12 Statute of Limitations. The pleading of any statute of limitations as a defense to any and all obligations secured by this Agency Deed of Trust is hereby waived to the full extent permissible by law. Section . 8. 13 Acceptance by Trustee. Trustee accepts this Trust when this Agency Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Agency Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. al , 3200T8.P50 04/30/96 H-20 IN WITNESS WHEREOF, Trustor has executed this Agency Deed of Trust as of the day and year first above written. TRUSTOR: BRIDGE Housing Corporation a California nonprofit public benefit corporation By: Its: STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On 199_, before me, the undersigned, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. r 3200T8.P50 04/30/96 H-21 EXHIBIT I FORM OF REGULATORY AGREEMENT w w w RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor Martinez, CA 94533 No fee for recording pursuant to Government Code Section 27383 REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS This Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement") is made and entered into as of this day of , 199_ by and between the Contra Costa County Redevelopment Agency, a public body corporate and politic (the "Agency") , and BRIDGE Housing Corporation, a California nonprofit public benefit corporation (the "Developer") . RECITALS 1. The Agency, the Developer, and the Martin Group/Holliday Development have entered into a Disposition and Development Agreement for the Coggins Square Housing Development, dated as of , 1996 (the 11DDA11) under which the Agency will convey certain real property (the "Apartment Site") to the Developer and the Agency will make an acquisition loan to the Developer (the "Agency Loan") for development on the Apartment Site of eighty-six (86) residential units affordable to low and moderate income households (the "Apartment Development") . Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the DDA. 2. The Agency has agreed to convey the Apartment Site and to make the Agency Loan on the condition that the Apartment Development be maintained and operated in accordance with restrictions concerning affordability, operation, and maintenance of the Development, as specified in this Agreement and the DDA. 3200T9.P50 04/30/96 I-1 3 . The. Agency intends to apply the units in the Development, to the extent permitted by law, toward satisfaction of its pro area housing production obligations under California Health and Safety Code Section 33413 (b) (2) for the Pleasant Hill BART Station Area Redevelopment Project Area. To serve this purpose, the Agency is restricting the units in the Apartment Development pursuant to this Agreement so that they remain affordable to households with incomes as specified herein for the longest feasible time. 4. In consideration of conveyance of the Apartment Site and receipt of the Agency Loan at an interest rate substantially below the market rate, the Developer has further agreed to observe all the terms and conditions set forth :below. 5. ' In order to ensure that the entire Apartment Development will be used and operated in accordance with these conditions and restrictions, the Agency and the Developer wish to enter into this Agreement. THEREFORE, the Agency and the Developer hereby agree as follows. ARTICLE 1 DEFINITIONS 1. 1 Definitions When used in this. Agreeiment, the following terms shall have the respective meanings assigned to them in this Article 1. (a) "Actual Household Size" shall mean the actual number of persons in the applicable household. (b) "Adjusted Income" shall mean the total anticipated annual income of all persons in a household, as calculated in . , accordance with 25 California Code of Regulations Section 6914 or pursuant to a successor State housing program that utilizes a reasonably similar method of calculation of adjusted income. In the event that no such program exists, the Agency shall provide the Developer with a reasonably similar method of calculation of adjusted income as provided in said Section 6914. (c) "Agency" shall mean the Contra Costa County Redevelopment Agency and, in the event the Agency ceases to exist, the County of Contra Costa or such .successor entity as the County may designate. 3200T9.P50 04/30/96 1-2 (d) "Agency Deed of Trust" shall mean the deed of trust to the Agency on the Apartment Site which secures repayment of the Aq'bncy Loan and performance of the DDA and this Agreement. (e) "Agency Loan" shall mean all funds loaned to the Developer by the Agency pursuant to the DDA. (f) "Agency Note" shall mean the promissory note from the Developer to the Agency evidencing all or any part of the Agency Loan. (g) "Agreement" shall mean this Regulatory Agreement and Declaration of Restrictive Covenants. (h) "Apartment Development" shall mean the Apartment Site and the eighty-six (86) residential units to be developed on the Apartment Site, as well as any additional improvements, and all landscaping, roads and parking spaces existing thereon, as the same may from time to time exist. (i) "Apartment Site" shall mean the real property described in Exhibit A attached hereto and incorporated herein. (j) "Assumed Household Size" shall mean, subject to the modification set forth in Section 2.5, a household of one person in the case of a studio unit, two persons in the case of a one-bedroom unit, three persons in the case of a two-bedroom unit, four persons in the case of a three-bedroom unit, and five persons in the case of a four-bedroom unit. (k) "Certificate of Completion Date" shall mean the date of issuance by the Agency of a Certificate of Completion for the Apartment Development pursuant to Section 5.9 of the DDA. (1) "County" shall mean the County of Contra Costa. (m) "DDA" shall mean the Disposition and Development Agreement for the Coggins Square Housing Development entered into by and between the Agency, the Developer, and The Martin Group/Holliday Development and dated as of , 1996. (n) "Developer" shall mean BRIDGE Housing, Corporation, a California nonprofit public benefit corporation, and its successors and assigns to the Apartment Development. (o) $'Median Income" shall mean the median gross yearly income, adjusted for Actual Household Size or Assumed Household Size as specified herein, in the County of Contra Costa, 3200T9.P50 04/30/96 1-3 California, as published from time to time by -the State of California. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen 4 18) months, the Agency shall provide the Developer with other irteome determinations which are reasonably similar with respect to methods of calculation to those previously published by the State. (p) "Other Household" shall mean a household with an Adjusted Income which does not exceed ninety percent (90%) of Median Income, adjusted for Actual Household Size. (q) "Other Units" shall mean the Units which, pursuant to Section 2 . 1(b) below, are required to be occupied by Other Households. (r) "Rent" shall mean the total of monthly payments by the Tenant of a Unit for the following: use and occupancy of the Unit and land and associated facilities, including parking; any separately charged fees or service charges assessed by the Developer which are required of all Tenants, other than security deposits; the cost of an adequate level of service for utilities paid by the Tenant, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service or cable TV (as indicated by the applicable utility allowance published by the county Housing Authority) ; and any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the Developer, and paid by the Tenant. (s) "Tenant" shall mean a household occupying a Unit. (t) "Term" shall mean the term of this Agreement, which shall commence on the Certificate of Completion Date and shall continue until the later of (1) the fifty-fifth (55th) anniversary of the Certificate of Completion Date, or (2) , repayment in full of the Agency Loan and all interest due thereon. (u) "Unit" shall mean one of the eighty-six (86) rental units to be constructed on the Apartment: Site. (v) "Very Low Income Household" shall mean a household with an Adjusted Income that does not exceed the lesser of (1) fifty percent (50%) of Median Income, adjusted for actual household size, or (2) the qualifying limits for very low income households, adjusted for Actual Household Size, as established and amended from time to time pursuant to Section 8 of the United 3200T9.P50 04/30/96 1-4 States Housing Act of 193.7, and as published by the State of California Department of Housing and Community Development. (w) "Very Low Income Units" shall mean the Units which, pursuant to Section 2 . 1(b) below, are required to be occupied by Very Low Income Households. ARTICLE 2 AFFORDABILITY AND OCCUPANCY COVENANTS 2 . 1 Occupancy Requirement. (a) Very Low Income Units. Forty-two (42) of the Units shall be rented to and occupied by or, if vacant, available for occupancy by Very Low Income Households. (b) Other Units. The remaining forty-four (44) Units shall be rented to and occupied by or, if vacant, available for occupancy by Other Households, except than one (1) of these Units may be occupied by a resident manager not meeting the income requirements of this Agreement. (c) Intermingling of Units. The Very Low Income Units shall be intermingled with, and shall be of comparable quality to, the Other Units. Tenants in all Units shall have equal access to and enjoyment of all common facilities of the Development. 2 . 2 Allowable Rent (a) Very Low Income Rent. Subject to the provisions of Section 2.3 below, the Rent charged to Tenants of the Very Low Income Units shall not exceed one-twelfth (1/12) of thirty percent (30%) of fifty percent (50%) of Median Income, adjusted for Assumed Household Size. , r (b) Other Rent. Subject to the provisions of Section 2.3 below, the Rent charged to Tenants of the Other Units shall not exceed one-twelfth of thirty percent (30%) of ninety percent (90%) of Median Income, adjusted for Assumed Household Size. 2.3 Increased Income of Tenants (a) Very Low Income Household. If, upon recertification of a Tenant's income, the Developer determines that a former Very Low Income Household no longer qualifies as a Very Low Income Household, but has an Adjusted Income not` 3200T9.P50 04/30/96 1-5 exceeding ninety percent (90%) of Median Income, adjusted for Actual Household Size: ,lf (1) Such Tenant's Unit shall be: considered an Other Unit; (2) Such Tenant's Rent may be increased to an Other Rent, upon sixty (60) days written notice: to the Tenant; and (3) The Developer shall rent the next available Unit to a Very Low Income Household at Rent not: exceeding the maximum Rent specified in Section 2 . 2 (a) to comply with the requirements of Section 2 . 1(a) and Section 2. 2 (a) above. (b) Non-Oualifying Household. If, upon recertification of a Tenant's income, the Developer determines that a former Very Low Income Household or Other Household has an Adjusted Income exceeding ninety percent (90%) of Median Income, adjusted for Actual Household Size: (1) Such Tenant, upon sixty (60) days written notice, shall be required to pay thirty percent: (30%) of adjusted monthly income as Rent and the Unit shall be deemed to be an Other Unit; and (2) The next available unit shall be rented to a Very Low Income Household or an Other Household, as applicable, at a Rent level as necessary to comply with the: requirements of Section 2..1 and 2.2 above. (c) Termination of Occupancy. Upon termination of occupancy of a Unit by a Tenant, such Unit shall be deemed to be continuously occupied by a household of the same income level (e.g. , Very Low Income Household, or Other Household) as the income level of the vacating Tenant, until such Unit is reoccupied, at which time the income character of the Unit (e.g. , Very Low Income Unit or Other Unit) shall be redetermined. �' 2.4 Lease Provisions. The Developer shall use a form of Tenant lease approved by the Agency. The form of Tenant lease shall comply with all requirements of this Agreement and the DDA, and shall, among other matters: (a) provide for termination of the lease and consent by the Tenant to immediate eviction for failure:: (1) to provide any information required under this Agreement or reasonably requested by the Developer to establish or recertify the Tenant's qualification, or the qualification of the Tenant's household, 3200T9.P50 04/30/96 1-6 for occupancy in the Development in accordance with the standards set forth in this Agreement, or (2) to qualify as a Very Low Income Household, or Other Household, as the case may be, as a result of� any material misrepresentation made by such Tenant with respect o the income computation or certification; and (b) be for an initial term of one year and provide for no Rent increase during such year. After the initial year, a Tenant lease may be month-to-month; however, the Rent may not be raised more than once per year. The Developer will provide each Tenant with at least thirty (30) days' written notice of any increase in Rent applicable to such Tenant, and with such further notice as may be required by Section 2 . 3 above. 2.5 Other Rules. If the Apartment Development is subject to state or federal rules governing funding sources such as low- income housing tax credits or HOME funds (the "Other Rules") , the provisions of the Other Rules regarding assumed household size (as defined in Section 1. 1(h) above) , continued occupancy by households whose incomes exceed the eligible income limitations (as described in Section 2 .3 above) , or other matters set forth in this Article 2 shall apply in place of the provisions set forth in the applicable sections of this Agreement. 2. 6 Nondiscrimination. All of the Units shall be available for occupancy on a continuous basis to members of the general public who are income eligible. The Developer shall not give preference to any particular class or group of persons in renting or selling the Units, except to the extent that the Units are required to be leased to Very Low Income Households and Other Households. There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income (e.g. AFDC or SSI) , ancestry, or disability, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Unit nor shall the Developer or any person claiming under or through the Developer, establish or permit any such practice or practices of discrimination or -segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, , sublessees, subtenants, or vendees of any Unit or in connection with the employment of persons for the construction, operation and management of any Unit. All deeds, leases or contracts made or entered into by the Developer as to the Units or the Development or portion thereof shall contain covenants concerning discrimination as prescribed by the DDA. 2.7 Section 8 ,Certificate Holders. The Developer will accept as Tenants, on the same basis as all other prospective 3200T9.PS0 04/30/96 1-7 Tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act, or its successor. The Developer shall not apply selection criteria to Section 8 certificJte or voucher holders that is more burdensome than criteria applied to all other prospective Tenants, nor shall the Developer apply or permit the application of management policies or lease provisions with respect to the Development which have the effect of precluding occupancy of units by such prospective Tenants. ARTICLE 3 INCOME CERTIFICATION AND REPORTING 3 .1 Income Certification. The Developer will obtain, complete and maintain on file, immediately prior to initial occupancy and annually thereafter, income certifications from each Tenant renting any of the Units. The Developer shall make a good faith effort to verify that the income provided by an applicant or occupying household in an income certification is accurate by taking two or more of the following steps as a part of the verification process: (a) obtain a pay stub for the most recent pay period; (b) obtain an income tax return for the most recent tax year; (c) conduct a credit agency or similar search; (d) obtain an income verification form from the applicant's current employer; (e) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (f) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. Copies of Tenant income certifications shall be available to the Agency and the County upon request. 3 .2 Annual Report to Agency. The Developer shall submit to the Agency (a) not later than thirty (30) days after the close of each calendar year, or such other date as may be determined by �. the Agency a statistical report setting forth the information called for therein, and (b) within fifteen (15) days after receipt of a written request, any other information or completed forms requested by the Agency in order to comply with reporting requirements of the United States Department of Housing and Urban Development or the State of California. 3 .3 Additional Information. The Developer shall provide any additional information reasonably requested by the Agency. The Agency shall have. the right to examine and make copies of all books, records or other documents of the Developer which pertain to the Apartment Development. 3200T9.P50 04/30/96 I-8 3 .4 Records. The Developer shall maintain complete, accurate and current records pertaining to the Apartment Developmemt, and shall permit any ,duly authorized representative of the Agency to inspect records, including records pertaining to income and household size of Tenants. All Tenant lists, applications and waiting lists relating to the Apartment Development shall at all times be kept separate and identifiable from any other business of the Developer and shall .be maintained as required by the Agency, in a �reasonable condition for proper audit and subject to examination during business hours by representatives of the Agency. The Developer shall retain copies of all materials obtained or produced with respect to occupancy of the Units for a period of at least three (3) years. ARTICLE 4 MISCELLANEOUS 4 . 1 Term. The provisions of this Agreement shall apply to the Apartment Site for the entire Term even if the entire Agency Loan is paid in full prior to the end of the Term. This Agreement shall bind any successor, heir or assign of the Developer, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by the Agency. The Agency makes the Agency Loan on the condition, and in consideration of, this provision, and would not do so otherwise. 4. 2 Notice of Expiration of Term. . At least six months prior to the expiration of the Term the Developer shall provide by first-class mail, postage prepaid, a notice to all Tenants containing (a) the anticipated date of the expiration of the . Term, (b) any anticipated Rent increase upon the expiration of the Term, (c) a statement that a copy of such notice will be sent to the Agency, and (d) a statement that a public hearing may be held by the Agency on the issue and that the Tenant will receive �> notice of the hearing at least fifteen (15) days in advance of any such hearing. The Developer shall also file a copy of the above-described notice with the Agency Deputy Director- Redevelopment. 4 .3 Covenants to Run With the Land. The Agency and the Developer hereby declare their express intent that the covenants and restrictions set forth in this, Agreement shall run with the land, and shall bind all successors in title to the Apartment Site, provided, however, that on the expiration of the Term of this Agreement said covenants and restrictions shall expire. Each and every contract, deed or other instrument hereafter 320079.P50 04/30/96 1-9 executed covering or conveying the Apartment Site or any portion thereof, shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrict„lons are set forth in such contract, deed or other instrument, unless the Agency expressly releasers such conveyed portion of the Apartment Site from the requirements of this Agreement. 4.4 Enforcement by the Agency. If the Developer fails to perform any obligation under this Agreement, and fails to cure the default within thirty (30) days after the. Agency has notified the Developer in writing of the default or, if the default cannot be cured within thirty (30) days, failed to continence to cure within thirty (30) days and thereafter diligently pursue such cure, the Agency shall have the right to enforce this Agreement by any or all of the following actions, or any other remedy provided by law: (a) Calling the Agency Loan. The Agency may declare a default under the Agency Note, accelerate the indebtedness evidenced by the Agency Note, and proceed with foreclosure under the Agency Deed of Trust. (b) Action to Compel Performance or for Damages. The Agency may bring an action at law or in equity to compel the Developer's performance of its obligations under this Agreement, and/or for damages. (c) Remedies Provided Under DDA. The Agency may exercise any other remedy provided under the DDA. 4.5 Attorneys Fees and Costs. In any action brought to enforce this Agreement, the prevailing party shall be entitled to all costs and expenses of suit, including attorneys' fees. This section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute. 4.6 Recording and Filing. The Agency and the Developer shall cause this Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of Contra Costa. 4.7 Governing Law. This Agreement shall be governed by the laws of the State of California. 4.8 Waiver of Requirements. Any of .the requirements of this Agreement may be expressly waived by the Agency in writing, 3200T9.P50 04/30/96 1-10 but no waiver by the Agency of any requirement of this Agreement shall, or shall be deemed to, extend to or affect any other provision of this Agreement. w w 4.5" Amendments. This Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records of the County of Contra Costa. 4.10 Notices. Any notice requirement set forth herein shall be deemed to be satisfied three (3) days after mailing of the notice first-class United States certified mail, postage prepaid, addressed to the appropriate party as follows: Developer: BRIDGE Housing Corporation One Hawthorne, 4th Floor San Francisco, CA 94105 Attn: Executive Director Agency: Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor Martinez, CA 94553 Attention: Deputy Director - Redevelopment Such addresses may be changed by notice to the other party given in the same manner as provided above. 4. 11 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Agreement shall not in any way be affected or impaired thereby. r 3200T9.P50 04/30/96 I-11 IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement by duly authorized representatives, all on the date first written above. w DEVELOPER: BRIDGE HOUSING CORPORATION, a California nonprofit public benefit corporation By: Its: AGENCY: CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic By: Its: r 32001'9.PS0 04/30/96 1-12 EXHIBIT A LEGAL DESCRIPTION OF THE APARTMENT SITE w w ' w r 320019.PS0 04/30/96 1-13 STATE OF CALIFORNIA ) ) ss. COUNTY OF. CONTRA COSTA ) On , 199_, before me, the undersigned, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized c:apacity(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. WITNESS my hand and official seal. STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) On , 199_, before me, the undersigned, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized c:apacity(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. r WITNESS my hand and official seal. 3200T9-P50 04/30/96 1-14 STATE OF CALIFORNIA ) ) ss. COUNTY 01�wCONTRA COSTA ) W On 199_, before me, the undersigned, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) On , 199_, before me, the undersigned, a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. DF , WITNESS my hand and official seal. 3200T9•P50 04/30/96 1-15 EXHIBIT K FORM OF CERTIFICATE OF COMPLETION w w w RECORDED REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor. Martinez, CA 94533 DOCUMENT ENTITLED TO RECORDING WITHOUT FEE PURSUANT TO GOVERNMENT CODE SECTION 6103 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) CERTIFICATE OF COMPLETION The Contra Costa County Redevelopment Agency, a public body corporate and politic (the "Agency") , hereby certifies that (i) (the "Developer") , has met the obligations of the Developer under Article 5 of the Disposition and Development Agreement dated May , 1996, between the Agency, BRIDGE Housing Corporation and The Martin Group/Holliday Development (the "DDA") ; and (ii) the Developer has completed construction of in compliance with the DDA. The real property on which the are located and to which this Certificate pertains is described in the legal description attached hereto as Exhibit A. r This Certificate shall not be deemed a notice of completion under the California Civil Code, nor shall it constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a deed of trust securing money to finance the I-1 Capitalized terms used in this Certificate which are not defined herein shall have the meanings given such terms in the DDA. w .w w Dated: , 199_ CONTRA COSTA COUNTY REDEVELOPMENT- AGENCY, a public body corporate and politic By: Its: STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , 19 , before me, the undersigned, a Notary Public, personally appeared ., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names) 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. WITNESS my hand and official seal. r , I-2 EXHIBIT J AGENCY RESOLUTION 88-9 x. 3200TS-P50 05/06/96 J-1 ' THE BOAV OF SUPERVISORS OF CONTRA COSTA COUNTYs CALIFORNIA w , Adopted this Order on July 19, 1988 by the following vote: AYES' Supervisors Powers, randen, HcPsak, Torlakson, Schroder NOES: None ABSENT: None ABSTAIN: None SUBJECT: Establishing C.C.C. RESOLUTION NO. RA 88-9 Redevelopment Agency Prevailing Wage ) Requirement The Board of Supervisors as the Contra Costa County Redevelopment Agency RESOLVES THAT& I. purpose. A prevailing wage requirement is necessary to j protect Agency project area job opportunities, stimulate the J project area economy and should be uniformly applied to all the project contracts it enters. II. Prevailing Wage Requirements. The .Agency hereby adopts and establishes a prevailing wage requirement policy, standard to be incorporated in (and be part of) any contracts, agreements or leasee it enters as follows: (a) kZages. All workers performing construction work for the project pursuant to contracts, agreements or, leases subject to this resolution, from the commencement of construction until the issuance of a final Certificate of Occupancy, or acceptance by the Agency of the construction as complete, shall be paid not less than the highest prevailing rate of per diem wages as determined and published by the California Department of ,. Industrial Relations and its Director pursuant to Section 1773 of " �1;,•, the Labor Code. Construction work includes all construction of building core and shell, tenant improvements and. public works that are within the customary jurisdiction of the construction trades and crafts, whether performed on or off-site. Off-site work, performed by Materialmen, as defined under California Law, is not covered by this resolution. (b) Coverage. Where this resolution's requirements are Incorporated in agency contracts, agreements or leases, they shall apply to the employees of any employer including the developer, any tenant of the project, anyeneral contractor or subcontractor or other contractor engaged Yn construction for the project by the developer, including their successors and assignees, but shall not apply to supervisory or managerial personnel or to persons employed in the rental, operation or maintenance of the project. (c) Department of Indurtrial Relations. Prevailing wage rates for each emplo ee coverer! by this resolution shall be those wage rates as published by the State Department of Industrial Relations on the date the employee commences work. The employer shall be responsible for checking on a quarterly basis whether tn@ Ueparun@nL Asn uvGY lt411tvu ..11d� ust.. une in the prevailing rata of per diem wages in the locality. In the event the Department has adjusted the prevailing rate, the employer shall pay such .rate, provided that in -no event shall the employer pay less than the prevailing rateplreviouNl dein mined. Said wage rates for leasilyeacessibleers splace be npthe Project promiZwant, visible and site., (d) $ecords. The Employer shall keep an accurate payroll record as specified in Labor Code Section 1776(a) . Certified copies of the payroll records shall be available for worker or Agency inspection (in the form specified in Labor Code t LAbor Code 51776(d) ) at all reasonable hours at a local office of the Employer. Copies of the records shall be provided upon request by a representative of the Agency if the Agency has or can obtain the records. Any worker, his authorised representative, or the public may request a copy of the records from the Agency. Individual names, addresses and social security numbers of employees shall be masked or deleted so as to prevent disclosure in copies furnished to the public. Upon request, a certified copy of an employee's payroll record shall be made available to the requesting employee by the employer as provided in Labor Code S 1776(b) (1) . The failure of the employer to keep accurate payroll records and provide certified copies thereof within 15 days after a proper request to do no, shall create a presumption that Prevailing wages have not been paid. (e) Apprentices. Nothing in this agreement shall prevent the employment of any number of properly registered apprentices, as defined in Chapter 4, Division 3 of the Labor Code. Every such apprentice shall be paid not less than the standard wage paid to apprentices under the regulations of the crafts or trade at which he is employed, and shall be employed only at the work of the craft or trade to which he is registered. The employment and training of each apprentice shall be in accordance with the provisions of the apprenticeship standards and apprentice agreements under which he is in training. I ! (f) Notification. -Agency staff shall notify all prospective bidders and contracting parties of the requirements of this resolution and ensure that its requirements are incorporated into Agency contracts, agreements and leases. The contracting party (developer) shall cause the provisions of this resolution to be incorporated into, each contract and subcontract, and lease agreement which would be subject to this resolution. In the event the provisions are not -no incorporated, the developer shall be liable to the worker in any action- or proceeding for the difference between the prevailing wage rate required to be paid and the amount actually paid- to the worker, including costs and attorney fees, as if the developer where the actual Employer. (g) Enforcement. In addition to any other rights provided by California law to recover compensation, a worker that has been. paid leas than the .prevailing wage rates shall have aright to commence an action or proceeding against the employer of the worker for the difference between the prevailing wage rates and the amount paid to such worker for each calendar day or portion thereof for which the worker was paid leas -than the issue other than that of the liability of the employer for the amount of unpaid wages allegedly due shall be determined in such action or proceeding, and the burden shall be on the employer to establish that the amounts demanded are not due. A worker recovering any or all of the wages claimed to be due shall recover his coats and attorney fees in securing such recovery. Nothing in this section shall preclude its enforcement by the California Division of (h) XC&Ption¢• This resolution's prevailing wage requirements shall not apply: 1. To tenant improvements with a value of less than $50,000.00, nor to tenant improvements for -which the initial building permit for such work is issued more than one year after a certificate of occupancy is approved on the core and shell or accep4ed by the Agency as complete. The $50,000.00 value shall be adjusted annually pursuant to the Consumer Price Index for the San rrancisco/Oakland SMSA. The staff of the 'Agency shall report to the Agency on the effects of the prevailing wage requirement for tenant improvements after one year of operation. 2. To landscaping improvements with a value of less than $50,000.00 installed on any particular contracting (developer) party's premises during any one year period. 3. Non-substantive amendments to Agency agreements.in force on the date of adoption of this resolution provided the estimated value doesn't exceed $50,000.00 for any new improvements allowed by the amendments to any agreement. •' (i) Agency and County Not Liable in Money Damages. In undertaking to impose on its contracting parties and their subcontractors this resolution's requirements to pay prevailing rates of wages, the Agency and County of Contra Costa are assuming an undertaking only to promote the general welfare. They are not assuming, nor are they imposing on their officers and employees, an obligation for breach of which they are liable in money damages to any person who claims that such breach proximately caused injury. i (j) pre-emption. This ordinance shall not confer upon the Agency or any officer thereof any power not otherwise provided by law to determine the legality of any collective bargaining agreement, nor shall anything in this ordinance be interpreted or applied to as to create any power or duty. in conflict with the PW! pre-emptive effectiveness of any federal or state law. (k) Severability. If any part or provision of this resolution or the application thereof to any person. or circumstance is held to be invalid, the remainder of the resolution, including the. application of such part or provision to other persons or circumstances, shall not be affected thereby and shall continue in full force and effect. To this end, the provisions of this resolution are severable. bF Orig. Dept. : ccs EXHIBIT K FORM OF CERTIFICATE OF COMPLETION W ' W W RECORDED REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, North Wing, 4th Floor Martinez, CA 94533 DOCUMENT ENTITLED TO RECORDING WITHOUT FEE PURSUANT TO GOVERNMENT CODE SECTION 6103 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) CERTIFICATE OF COMPLETION The Contra Costa County Redevelopment Agency, a public body corporate and politic (the "Agency") , hereby certifies that (i) (the "Developer") , has met the obligations of the Developer under Article 5 of the Disposition and Development Agreement dated May , 1996, between the Agency, BRIDGE Housing Corporation and The Martin * Group/Holliday Development (the 11DDA11) ; and (ii) the Developer has completed construction of in compliance with the DDA. The real property on which the are located and to which this Certificate pertains is described in' the legal description attached hereto as Exhibit A. This Certificate shall not be deemed a notice of completion under the California Civil Code, nor shall it constitute evidence of compliance with or satisfaction .of any obligation of the Developer to any holder of a deed of trust securing money to finance the K-1 ' Capitalized terms used in this Certificate which are not defined herein shall have the meanings given such terms in the DDA. w Dated• , 199_ CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body corporate and politic By: Its: STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , 19 before me, the undersigned, a Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. K-2