HomeMy WebLinkAbout04 FIRST AMENDMENT TO DDA WITH FAMILY PROMISEDocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
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AGENDA REPORT
MEETING DATE
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FROM
JULY 20, 2021
Agenda Item
4
Reviewed:��
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City Manager
N/A
Finance Director
MATTHEW S. WEST, CITY MANAGER & HOUSING AUTHORITY
EXECUTIVE DIRECTOR
TUSTIN HOUSING AUTHORITY
SUBJECT: FIRST AMENDMENT TO THE DISPOSITION AND
DEVELOPMENT AGREEMENT WITH FAMILY PROMISE OF
ORANGE COUNTY, INC. FOR 1941 EL CAMINO REAL
SUMMARY
Request for approval of the First Amendment to the Disposition and Development
Agreement (DDA) between the City of Tustin (City), Tustin Housing Authority (Housing
Authority) and Family Promise of Orange County, Inc. (Family Promise) for the
transitional housing project located at 1941 EI Camino Real.
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Authorize the City Manager and Housing Authority Executive Director to execute the
First Amendment to the DDA between the City, Housing Authority and Family Promise
of Orange County, Inc., subject to any non -substantive modifications as may be
deemed necessary and/or recommended by the City Attorney.
FISCAL IMPACT
Upon fulfillment of the DDA terms, the City will be conveying the property to Family
Promise subject to the terms of a 30 -year forgivable Promissory Note. While the site at
1941 EI Camino Real carries an estimated value of $320,000 on the City's financial
statements, the City will conduct an appraisal three months prior to property
conveyance to obtain an updated appraised value for the property. The value of the
Promissory Note will be based on this updated appraisal.
CORRELATION TO THE STRATEGIC PLAN
The First Amendment to the DDA fosters a strong relationship with Family Promise of
Orange County, Inc. and HomeAid Orange County and provides leadership within the
region by creating transitional housing opportunities for homeless families, aligning with
Goal D: Strong Community and Regional Relationships.
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Agenda Report
July 20, 2021
Page 2
BACKGROUND
On February 18, 2020, the City entered into a Disposition and Development Agreement
with Family Promise of Orange County (Family Promise) for the disposition of City
owned property at 1941 EI Camino Real in order to facilitate the development of a
transitional housing project for homeless families. Family Promise is partnering with
HomeAid Orange County to build the House of Ruth, a 7 -unit apartment development
with an on-site resource center and office.
Typically, when the City enters into a DDA with a Developer, the Developer has lined up
the financing for the project and is in the process of concurrent approvals for project
entitlements and the site plan. In this case, Family Promise could not begin raising
funds until they had an executed agreement to demonstrate to their prospective donors
the commitment by all parties to the project. As Family Promise began raising funds per
the February 18, 2020 executed agreement, the COVID-19 pandemic began and
significantly impacted their ability to raise funds on the schedule anticipated in the
agreement. The public health emergency limited their opportunities to meet with
prospective donors and the initial economic uncertainty caused many prospective
donors to pause their giving until the financial situation became clearer. As a result of
pandemic induced setbacks to fundraising, Family Promise has requested an
amendment to the DDA to provide an additional six months to raise the necessary
funds.
The Schedule of Performance (Schedule) in the DDA established an eighteen -month
time frame from DDA execution in which Family Promise would raise 100% of the
required construction and operational funds. Once Family Promise demonstrates their
financial capacity to both construct and operate the House of Ruth, and meets all
performance conditions of the Schedule, the property will be conveyed and construction
will commence within two months. While a little more than half of the funds needed
have been raised, the additional six months will provide Family Promise with the
additional time needed to raise the balance of the funds. The extension moves their
fundraising performance deadline from August 18, 2021 to February 18, 2022.
On March 2, 2021, the City Council approved the House of Ruth entitlements, which
included awarding density bonus units providing for two additional units to be
constructed. Tustin Municipal Code Section 9142 requires a Housing Incentive
Agreement between the City and Operator when the Operator receives a density bonus.
As a result, Attachment No. 7 of the DDA, the Declaration of Covenants and
Restrictions (Declaration of Covenants), is being amended to incorporate the Housing
Incentive Agreement requirements into the Declaration of Covenants.
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Agenda Report
July 20, 2021
Page 3
Staff is recommending the City Council approve the First Amendment to the DDA,
extending Family Promise's fundraising time frame from eighteen months to twenty-four
months in the Schedule and amending the Declaration of Covenants and Restrictions.
Family Promise will continue to provide quarterly reports on the status of their
fundraising as outlined in the Schedule.
/DocuSigned by: DocuSigned by:
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Director of Economic Development Deputy Director of Economic Development
Tustin Housing Authority Tustin Housing Authority
Attachments: First Amendment to the Disposition and Development Agreement
By and Between the City of Tustin/Tustin Housing Authority and
Family Promise of Orange County, Inc.
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FIRST AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT
By and Between
CITY OF TUSTIN/TUSTIN HOUSING AUTHORITY,
and FAMILY PROMISE OF ORANGE COUNTY, INC.
[SITE: 1941 El Camino Real, Tustin, CA 927801
This FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
("First Amendment") is entered into as of July _, 2021 (the "Effective Date") by and among
CITY OF TUSTIN, a municipal corporation ("Tustin"), the TUSTIN HOUSING
AUTHORITY, a local housing authority ("Authority"), and FAMILY PROMISE OF
ORANGE COUNTY, INC., a California non-profit corporation ("Operator").
RECITALS
A. Tustin and the Authority (collectively and individually, the "City") and Operator
entered into that certain DISPOSITION AND DEVELOPMENT AGREEMENT BY AND
BETWEEN CITY OF TUSTIN/TUSTIN HOUSING AUTHORITY AND FAMILY PROMISE
OF ORANGE COUNTY, INC. dated February 18, 2020 (the "Original DDA").
B. Unless specifically defined otherwise, all terms initially capitalized in this First
Amendment shall have the same meaning as the Original DDA. The Original DDA as amended
by and inclusive of this First Amendment is referred to herein as the "Agreement."
C. Pursuant to the Original DDA, among other things, the City and Operator agreed
to record a Declaration of Covenants and Restrictions ("Declaration of Covenants") against the
Site and Project, which Declaration of Covenants is attached as Attachment No. 7 to the Original
DDA.
D. Pursuant to the Original DDA, among other things, Operator was required to
obtain certain entitlements, which as a condition of the same, Tustin Municipal Code section
9142, requires the City and Operator to enter into a Housing Incentive Agreement, which the City
and Operator wish to incorporate into and make part of the Declaration of Covenants (Attachment
No. 7).
E. Pursuant to the Original DDA, among other things, the City agreed to sell, and
Operator agreed to purchase the "Site" and develop the "Project" in accordance with Original
DDA, including the "Schedule of Performance," which is attached as Attachment No. 8 to the
Original DDA.
F. Operator has requested a 6 -month extension and City wishes to allow such an
extension of time to Operator under the Schedule of Performance to comply with certain
financing requirements associated with the Project, specifically extending for six months the 18 -
First Amendment to Family Promise Disposition and Development Agreement
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month deadline after execution of the Original DDA to complete fund raising.
G. The City and Operator now desire to amend the Original DDA in order to
(i) modify and replace the Declaration of Covenants (Attachment 7) to the Original DDA to
incorporate the mandates of the Tustin City Municipal Code for a Housing Incentive Agreement,
and (ii) modify and replace the Schedule of Performance (Attachment 8) to permit Operator a 6 -
month extension to comply with fund raising requirements as set forth therein.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing Recitals, which are hereby
incorporated in the operative provisions of this First Amendment by this reference, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the City and Operator agree as follows:
1. Modification and Replacement of Attachment No. 7 (Declaration of Covenants).
The document labeled "Attachment No. 7" (Declaration of Covenants and Restrictions
and Housing Incentive Agreement) attached to this First Amendment is hereby incorporated by
reference into the Agreement and replaces Attachment No. 7 attached to the Original DDA.
2. Modification and Replacement of Attachment No. 8 (Schedule of Performance).
The document labeled "Attachment No. 8" (Schedule of Performance) attached to this
First Amendment is hereby incorporated by reference into the Agreement and replaces
Attachment No.8 attached to the Original DDA.
3. Miscellaneous.
(a) Agreement Ratified. Except as specifically amended or modified herein, each and
every term, covenant, and condition of the Original DDA is hereby ratified and
shall remain in full force and effect. Each and every reference to the "Agreement"
in the Original DDA shall be deemed to refer to the Original DDA as amended by
this First Amendment.
(b) Governing Law. This instrument shall be interpreted and construed in accordance
with the laws of the State of California.
(c) Binding Agreement. This First Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives, successors
and permitted assigns.
First Amendment to Family Promise Disposition and Development Agreement
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(d) Counterparts. This First Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same document.
IN WITNESS WHEREOF, the City and Operator have executed this First Amendment
as of the Effective Date set forth above.
FAMILY PROMISE OF ORANGE COUNTY, INC.,
a California non-profit corporation
By:
Bernd Steinebrunner, President
By:
Susan Currie, Secretary
CITY OF TUSTIN, a municipal corporation,
By:
Matthew S. West, City Manager
ATTEST:
By:
Erica N. Yasuda, City Clerk
TUSTIN HOUSING AUTHORITY,
a local housing authority,
By:
Matthew S. West, Executive Director
ATTEST:
By:
Erica N. Yasuda, Clerk of the Board
APPROVED AS TO FORM:
By:
David E. Kendig, City Attorney
Housing Authority General Counsel
First Amendment to Family Promise Disposition and Development Agreement
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ATTACHMENT NO. 7
(Declaration of Covenants and Restrictions and Housing Incentive Agreement)
[To be attached]
First Amendment to DDA
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ATTACHMENT NO. 7
Declaration of Covenants and Restrictions
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: City Clerk
SPACE ABOVE RESERVED FOR RECORDER'S USE
This document is exempt from recording fee pursuant to Government Code §§ 6103 and 27383
DECLARATION OF COVENANTS AND RESTRICTIONS
AND HOUSING INCENTIVE AGREEMENT
This DECLARATION OF COVENANTS AND RESTRICTIONS AND HOUSING
INCENTIVE AGREEMENT ("Declaration of Covenants") is made as of this day of
2021, by and between FAMILY PROMISE OF ORANGE COUNTY, INC., a
California non-profit corporation ("Operator"), the CITY OF TUSTIN, a municipal corporation
("Tustin") and the TUSTIN HOUSING AUTHORITY, a local housing authority ("Authority"),
with reference to the following facts:
A. Tustin and the Authority (collectively and individually, hereinafter, the "City") is
the previous owner of that certain real property at 1941 El Camino Real, City of Tustin, County of
Orange, designated as Assessor's Parcel Number 500-071-12, consisting of approximately 16,550
square feet and legally described in Exhibit A, which is incorporated herein (the "Site").
B. The City and Operator have entered into that certain Disposition and Development
Agreement dated February 18, 2020, concerning the development of the Site (the "Agreement").
C. City and Operator have further entered into that certain Development Agreement
for Short -Term Transitional Housing dated April 16, 2021 (the "Development Agreement"),
concerning the development of the Site and Project.
D. As a material condition and consideration for entering into the Agreement and
Development Agreement, among other things, the City sold the Site to Operator and Operator
ATTACHMENT 7-1
1473132.1
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agreed to develop and operate the Site exclusively for short-term transitional housing with an
associated community resource center for a period of at least 55 years
E. Pursuant to California law (Government Code Section 65915, et seq.,) and Chapter
1 of Article 9 of the Tustin City Code (collectively, "Density Bonus Law"), in exchange for the
construction of low-income affordable housing, Operator is allowed certain density bonuses and
has requested two (2) certain cost-saving development concessions, which the City must grant
unless the City finds that a concession or incentive will not result in identifiable and actual cost
reductions, would have a specific adverse impact on public health or safety or the physical
environment, or the concession would be contrary to state or federal law.
F. As a condition of the development concessions granted to Operator, Tustin
Municipal Code section 9142 mandates that the City and Operator enter into a "Housing Incentive
Agreement" to be recorded with the Orange County Recorder detailing the density bonuses,
concessions, physical aspects, and operations of the Project.
G. As a material condition and consideration for entering into the Agreement and
Development Agreement and in compliance with Density Bonus Law, the Project shall be
constructed on the Site as follows:
(1) In furtherance of the goals, objectives and policies of the City's Housing Element to
provide affordable housing, Operator is eligible for a density bonus of thirty-five
percent (35%), thereby increasing the number of residential units being constructed on
for Site from 5 to 7, which all 7 units shall be for qualified low-income families.
(2) The 7 units at the Site shall all be within a single residential building of approximately
8,098 square feet where the residential units will consist of 1 one -bedroom unit of +/-
524 square feet, 4 two-bedroom units of +/-773 square feet and 2 three-bedroom units
of +/-1026 square feet; (ii) 14 onsite parking spaces; (iii) a community resource center;
(iv) a multi-purpose room with an on-site laundry facility; (v) an outdoor children's
play area; (vi) an exterior courtyard and (vi) landscaping.
(3) The first concession the City has granted is the front yard setback pursuant to Tustin
Municipal Code section 9123(b), reducing the required setback of the Project from
twenty (20) feet to ten (10) feet. The setback reduction allows for an expanded building
footprint for the seven (7) units, a community resource center, a courtyard, and outdoor
children's play area and to further allow for more efficient and usable housing units
than could otherwise be achieved. The concession is not incompatible with adjacent
properties and would not interrupt an established pattern of development along El
Camino Real.
(4) The Tustin Municipal Code requires two (2) covered parking spaces per unit and one
(1) guest space for every four (4) units but State law and the Tustin Municipal Code
provides for reduced parking requirements for affordable housing developments and
therefore, the required number of parking spaces for the Project is ten (10) covered
parking spaces with no additional guest parking spaces. The second concession is
allowing uncovered parking. The City has approved fourteen (14) open parking spaces
on the grounds the covered parking is an added cost and uncovered parking would
allow for greater visibility on the site, contribute to improved safety measures at the
facility and would also provide parking for larger vehicles used by service providers.
(5) The Project shall be constructed in a timely manner in compliance with the Schedule
of Performance attached as Attachment 8 to the Agreement (Development and
Disposition Agreement).
ATTACHMENT 7-2
1473132.1
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H. Pursuant to the Agreement, among other things, Operator executed a promissory
note in favor of the City in the amount of ($ )
("Promissory Note") secured by a Deed of Trust and Assignment of Rents (the "Deed of Trust").
I. As a material condition and consideration for entering into the Agreement and
Development Agreement, the City agreed to accept the Promissory Note and Deed of Trust
from the Operator for the Site on the condition that the Site be continually and exclusively
maintained and operated in accordance with covenants and restrictions concerning the
operation and maintenance of the Project (defined below) as specified herein and the Scope of
Services and Placement Criteria, respectively attached hereto as Exhibit B and Exhibit C,
which are incorporated herein by this reference.
J. The following covenants and restrictions are recorded against the Site and Project
as material consideration for the City entering into the Agreement and Development Agreement.
NOW, THEREFORE, the City and Operator hereby declare that the following express
restrictions and covenants are to be taken and construed as running with the Site and Project,
including as set forth in California Civil Code section 1460, and, except as set forth below, shall
pass to and be binding upon Operator and its successors, assigns, heirs, grantees or lessees to the
of Project, or any part thereof, from the date of when a Certificate of Occupancy by the City is
issued for the Project and ending fifty-five (55) years thereafter (the Covenant Period) as evidenced
by and within the Certificate of Project Covenant Period.
Section 1. Definitions.
The following definitions shall apply in this Declaration of Covenants and all other
capitalized terms used, but not defined herein, shall have the meanings given to them in the
Agreement:
(a) "Deed of Trust" shall mean that certain Deed of Trust dated ,_, 20
executed by Operator, as trustor, in favor of the City, as beneficiary, securing
Operator's obligations under the Promissory Note and recorded against the Project.
(b) "Director" shall mean the Executive Director of the Housing Authority, or as
otherwise designated by the City.
(c) "Gross Income" shall mean as the term is defined by California Code of Regulations
Title 25, §6914 as the anticipated income of a person or family for the twelve-month
period following the date of determination of income. To make the projection, "a
`snapshot' of the household's current circumstances is used to project future income.
Today's circumstances should be assumed to continue for the next 12 months unless
there is verifiable evidence to the contrary."
(d) "Indemnified Parties" shall have the meaning set forth in Section 10 of this
Declaration of Covenants.
(e) "Maximum Rental Rate" shall mean a monthly Rent for a Unit that does not exceed
thirty percent (30%) of the Gross Incomes of the Qualified Family.
(f) "Project" shall mean the Site and all associated Improvements built upon the Site
that are required by the Agreement, Development Agreement and to be operated by
Operator in conformity with the Agreement, Development Agreement, Deed of
ATTACHMENT 7-3
1473132.1
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Trust, and this Declaration of Covenants, including but not limited to, any related
offsite improvements, all recreational and common area improvements, resource
center, residential units, landscaping, parking and related improvements, as the
same may from time to time exist on the Site.
(g) "Project Documents" means, collectively, the Agreement, Development
Agreement, this Declaration of Covenants, the Deed of Trust, the Promissory Note,
all other attachments thereto, and any other agreement, document, or instrument that
are required in connection with the execution of such document and agreements , or
from time to time to effectuate the purposes of these documents and agreements,
including the Project Plans.
(h) "Qualified Family/Qualified Families" shall mean a family qualified to live in a
Unit as provided for herein and as further set forth in the Placement Criteria in
Exhibit C attached hereto, with such criterion for selection as may be amended from
time -to -time in writing by the Operator upon approval in writing by the Director in
his or her sole discretion, and such selection criteria may further be amended from
time -to -time in the Director's reasonable discretion. The paramount factor for any
selection criteria shall be occupancy of the Project is the verified need for housing
with preference given first and foremost to homeless families with direct ties to the
City and secondarily to households with the lowest level of income, taking into
account reasonable adjustments for smaller and larger families, but in no event shall
a Qualified Family consist of a household whose household income is eighty -
percent (80%) over the Orange County Annual Median Income, which is considered
low-income housing. Homeless families for the purposes of this Declaration of
Covenants shall mean families that either currently either lack shelter, or have
shelter that is so inadequate, temporary, or insecure that the situation threatens the
social, psychological, or physical health of the family and do not have the financial
means to immediately secure shelter for the family. Unless otherwise agreed to in
writing by the Director, a "Qualified Family" must comprise of at least one minor
child accompanied by an adult who is a parent, or legal or de facto guardian of
such child and who have resided together as a unit immediately prior to seeking
housing at the Project.
(i) "Rent" shall mean the total of monthly payments by the Qualified Family for
occupancy of a Unit and for any and all social assistance programs or services that
may be provided to a Qualified Family in connection with the Project, including,
but not limited to, fees and charges for the following: (a) use and occupancy of the
Unit, common areas, associated physical facilities, and parking; (b) any
educational, welfare, health or other social program that would otherwise be
charged to a Qualified Family if not occupying a Unit; and (c) any other separately
charged fees or service charges assessed by the Operator, which are required of all
Qualified Families, other than security deposits. Rent shall be determined in an
amount to allow for the cost of participation in any social assistance programs or
services provided in connection with the Project and an adequate and reasonable
level of service for utilities, including garbage collection, sewer, water, electricity,
gas and other heating, cooking, refrigeration or fuel, but not telephone service or
cable TV; common area maintenance, and to cover the costs of any other interest,
ATTACHMENT 7-4
1473132.1
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taxes, fees or charges for use of the land or associated facilities and assessed by a
public or private entity other than the Operator. Rent for a Unit shall not exceed the
Maximum Rental Rate.
0) "Scope of Services" means the final approved Scope of Services submitted by the
Operator approved in writing by the City, attached hereto as Exhibit `B" and
incorporated herein by this reference, and as may be amended.
(k) "Short -Term Transitional Housing" means the provision of short-term transitional
housing for a Qualified Family for the Scope of Services and per the Placement
Criteria, respectively set forth in Exhibit `B" and Exhibit "C" attached hereto, but
with requisite goal of the Qualified Family transitioning out of the Project within
3 to 6 months from the beginning of the assistance and in no event, shall any
occupancy at the Project by a Qualified Family exceed 12 months unless otherwise
approved by the City in writing.
(1) "Term" shall mean the term of this Declaration of Covenants, which shall be set
forth in the Certificate of Project Covenant Period to be recorded by the Parties in
substantially the form attached hereto as Exhibit E.
(m) "Unit" shall mean any one of the seven (7) residential housing units comprising
the Project existing on the Site to be occupied by a Qualified Family.
Section 2. Residential Use.
The Project shall be operated continually and solely for Short -Term Transitional
Housing during the Term by Qualified Families.
Section 3. Occupancy of Units. The Operator covenants and warrants to the City the
following:
(a) No Unit shall be used or occupied by any person that has a familial, business, or
other economic relationship with Operator, its employees, or officers.
(b) No Unit shall be used or occupied by any person(s) other than a Qualified Family
for Short -Term Transitional Housing.
(c) No Unit shall be occupied by a Qualified Family for more than one (1) year.
(d) No Unit shall be occupied by more than two persons per bedroom plus one.
(e) The Project shall be operated at all times in compliance with all applicable
provisions existing at the time of. (a) the Unruh Act, (b) the United States Fair
Housing Act, as amended, excluding 42 U.S.C. Section 3607(a) and 24 CFR 100;
(c) the California Fair Employment and Housing Act, Government Code Section
12900 et seq. and (d) any other applicable law or regulation (including the
Americans With Disabilities Act, to the extent applicable to the Project)
(collectively, the "Housing Statutes"). Operator agrees to indemnify, protect,
hold harmless and defend (by legal counsel reasonably satisfactory to the City),
the City and its board members, officers and employees, from all suits, actions,
claims, causes of action, costs, demands, judgments and liens arising out of
ATTACHMENT 7-5
1473132.1
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Operator's failure to comply with applicable legal requirements of the Housing
Statutes. The provisions of this subsection shall survive expiration of the Term
and shall remain in full force and effect.
(f) Upon a Qualified Family failing to meet the definition of a Qualified Family,
then Operator shall immediately provide to the Qualified Family reasonable
notice, or notice as required by law, to vacate the Unit and use due diligence to
cause the Qualified Family to vacate the Unit. Operator shall develop and
implement appropriate verification procedures to ensure all Units of the Project
are continually occupied and used by a Qualified Family. If requested by the
City, Operator shall provide the City with a copy of its written verification
procedures.
Section 4. Allowable Rent.
A Qualified Family occupying a Unit will be charged a monthly Rent or Program Fee based
on their income. In no event, shall any monthly Rent and Program Fee combined to be charged to
a Qualified Family for a Unit exceed the Maximum Rental Rate of more than 30% of their gross
income.
Section 5. Termination of Occupancy.
Upon termination of any occupancy of a Unit, Operator shall seek to find a new occupant
for such Unit as soon as is reasonably possible in compliance with the Placement Criteria, attached
hereto (Exhibit C), or as otherwise amended.
Section 6. Records.
Operator shall maintain complete, accurate and current records, information and materials
pertaining to the Project sufficient to support a detailed and customary in the industry an annual and
fiscal performance report as provided for in Section 7 herein and shall permit any duly authorized
representative of the City to inspect such records upon the City providing five (5) days' written
Notice to Operator. All such records and information shall at all times be kept separate and
identifiable from any other business of Operator and shall be maintained in a reasonable condition
for proper audit and subject to examination at the Site during normal business hours by
representatives of City. Operator shall retain copies of all such records, information and materials
for a period of at least five (5) years.
Section 7. Performance.
Operator shall fulfill the reporting requirements specified in this Declaration of Covenants
for the full Term, unless otherwise specifically provided in a writing recorded by the Parties hereto,
and, at a minimum, perform the following:
(a) Operator shall complete and submit an Annual Performance Report ("APR")
Information Form prepared by the Operator on an annual basis no later than 90 days
after its end of tax year. The APR Information Form shall consist of a cumulative
reporting of project -related accomplishments relative to the attached Placement
Criteria and Scope of Services and provide information as reasonably practical that
is consistent with City of Tustin transitional housing guidelines as established by
the City and Director, which by way of example such reporting shall at a minimum
include the information set forth in Sample Transitional Housing Report attached
ATTACHMENT 7-6
1473132.1
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hereto and incorporated herein by reference as Exhibit D. Operator acknowledges
that the APR Information Form, is a monitoring tool that will be reviewed and
evaluated to determine Operator's level of accomplishments relative to this
Declaration of Covenants.
(b) Within six (6) months after the end of Organization's fiscal year, Organization shall
provide to City a copy of Organization's audited, if available, or reviewed financial
statements.
(c) The City shall be entitled to monitor the performance of Operator and the Operator
shall provide access to the Project and such information regarding its operations of
the Project to ensure Operator's compliance with its approved Scope of Services.
Non-compliance with the Scope of Services, as reasonably determined by the City,
and failure to use the Units for Qualified Families, will constitute non-compliance
with this Declaration of Covenants, and shall be considered a Default under the
Project Documents, entitling the City to exercise the remedies provided therein.
(d) In addition to the APR, the Director may require more frequent periodic reports
regarding the operation of the Project, including, but not limited to, by way of
example, financial statements, or monthly reports on the demographics of the
families utilizing the Project and its services.
(e) The City and Operator acknowledge that formatting or information requested on
any report may be changed from time to time by the City and the City will notify
Operator of such changes and provide updated requirements.
(f) Beginning five (5) years after the recording of this Declaration of Covenants and
thereafter, no less than five (5) years after its most recent demand, the City shall
have a right to demand a financial audit to be conducted by Operator at Operator's
sole cost and expense, wherein Operator shall complete the audit and provide the
results of such audit to the City in a timely and reasonable manner. If in the City's
sole determination any substantive fraud or misrepresentation is discovered by the
audit, the City shall have the right to demand annual audits of Operator at
Operator's cost and expense until the City reasonably believes the deficiencies have
been remedied. At any time, the City has concerns about the Operator's finances,
the City and its authorized representatives shall have the right to conduct a financial
audit and examine the Operator at the City's initial cost and expense. In this regard,
the Operator shall make copies of or extracts from all financial and related records
(in whatever form they may be kept, whether written, electronic, or other) kept by,
or under the direction or control of the Operator relating or pertaining to the
business and operations of the Operator. If the financial audit conducted by the
City discovers substantive findings of fraud or misrepresentation, the Operator shall
immediately reimburse the City upon written demand for all costs and fees related
to the audit. In addition, the City shall have the right to demand annual audits of
the Operator at the Operator's expense until the City reasonably believes the
deficiencies have been remedied.
Section 8. On -Site Inspection.
The City shall have the right to perform an on-site inspection of the Project, including the
interior of the Units and in, on and about the entire Site upon five (5) business days' written notice
and as a condition of occupancy of any Unit, each Qualified Family shall agree to permit the City
ATTACHMENT 7-7
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
to inspect a Unit as provided herein and notify the Qualified Family of and have the Qualified
Family agree to the assignment of Rents provision in the Deed of Trust. Operator agrees to
cooperate in the inspection of the Project, including the Site and Units.
Section 9. Property Operations and Maintenance, Compliance with Law and
Insurance.
Operator agrees, for the entire Term of this Declaration of Covenants to operate and
maintain the Site and Project in a good and a first-class condition. It shall constitute an event of
Default herein if Operator fails to do so as to the Site and Project, and if such Default continues for
a period of thirty (30) days after written notice from the City with respect to graffiti, debris, waste
material, general maintenance, or other condition that the City determines in its reasonable discretion
to constitute a nuisance, or sixty (60) days after written notice from the City with respect to any other
condition of the Site or Project, including, but not limited to, any environmental hazards, violations
of the California Building Code and ADA requirements, landscaping, and building improvements
(interior, exterior, superficial, or structural), then the City, in addition to whatever other remedy it
may have at law or in equity, shall have the right to enter upon the Site and perform or cause to be
performed all such acts and work necessary to cure the Default. Pursuant to such right of entry, the
City shall be permitted (but is not required) to enter upon the Site and perform all acts and work
necessary to protect, maintain, and preserve the improvements and landscaped areas on the Site, to
assess the Site and Project for the costs of such work, and to attach a lien on the Site. Operator shall
promptly pay to the City, as applicable the amount of the expenditures arising from such acts and
work of protection, maintenance, and preservation by the City and/or costs of such cure, which
amount shall be promptly paid by the Operator to the City upon written demand. Nothing herein
shall limit any other rights and remedies the City may have under the Project Documents.
Operator shall at all times maintain property damage insurance covering the Project, which
includes the Improvements thereon, in an amount of not less than the replacement cost of the Project.
Such insurance shall be issued by an insurance company authorized to do business in the State of
California with a current A.M. Best's rating of no less than A-, VII. Operator shall provide the City
with certificates of insurance evidencing that this coverage is in full force and effect. In the event
any such insurance lapses or is modified, Operator shall immediately notify the City. Failure to
maintain insurance as required herein shall constitute a Default of this Declaration of Covenants and
the Agreement.
Section 10. Indemnity.
To the fullest extent permitted by law, the Operator agrees to indemnify, hold harmless and
defend the City and its elected officials, officers, employees, attorneys and agents (collectively, the
"Indemnified Parties"), from and against any and all losses, damages, claims, actions, liabilities,
costs and expenses of any and every conceivable nature, kind or character (including, without
limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and
amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become
subject to under any statutory law (including federal or state securities laws) or at common law or
otherwise, arising out of or based upon or in any way relating to:
(a) This Declaration of Covenants or the execution or amendment thereof or in
connection with the transactions contemplated thereby;
(b) Operator's ownership or operation of the Project or any act or omission of the
Operator or any of its agents, contractors, servants, employees or licensees in
connection with the Project, the operation of the Project, or the condition,
ATTACHMENT 7-8
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
environmental or otherwise, occupancy, use, possession, conduct or management of
work done in or about, or from the planning, design, acquisition, installation,
operation or rehabilitation of, the Project or any part thereof;
(c) Any violation of any environmental law, rule or regulation with respect to, or the
release of any toxic substance from, the Project or any part thereof; except to the
extent such damages are caused by the gross negligence or willful misconduct of such
Indemnified Party. In the event that any action or proceeding is brought against any
Indemnified Party with respect to which indemnity may be sought thereunder, the
Operator, upon written notice from the Indemnified Party, shall assume the
investigation and defense thereof, including the employment and payment for of
counsel selected by the Indemnified Party, and shall assume the payment of all
expenses related thereto, with full power to litigate, compromise or settle the same;
provided that the Indemnified Party shall have the right to review and approve or
disapprove any such compromise or settlement.
Section 11. Management Responsibilities.
Operator is solely responsible, subject to its obligations set forth herein, the Agreement,
and Development Agreement, for all management functions with respect to the Project, including
without limitation the selection of Qualified Families, evictions, collection of rents and deposits,
maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and
security. Operator shall provide supportive services on an as -needed basis as described in the
Scope of Services. The City shall have no responsibility over management of the Project.
Section 12. Prohibited Activity/Non-Discrimination.
Operator covenants by and for itself, its heirs, executors, administrators, and assigns, and
all persons claiming under or through them, that it shall comply with all applicable federal and state
laws and regulations prohibiting discrimination by Operator in the selection, location, number, use,
or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing
covenants shall run with the land.
Section 13. Compliance with Terms of the Proiect Documents.
Operator shall comply with all the terms and provisions of the Project Documents.
Section 14. Declaration of Covenants Run with the Land. Each and every contract, deed,
lease, or other instrument covering or conveying the Site or Project, or any portion thereof, shall
conclusively be held to have accepted and been executed and delivered subject to this Declaration
of Covenants, be subject to the covenants and restrictions contained herein regardless of whether
such covenants and restrictions are set forth in such contract, deed, lease or other instruments, and
to greatest extent possible as permitted by law run with the land.
Section 15. Default and Enforcement by City.
If Operator fails to perform any obligation or violates any warranty, covenant, or restriction
under this Declaration of Covenants including, but not limited to Sections 2, 3, 4, 7, 9, 12 and 13,
it shall constitute a "Default." If the City in its reasonable discretion determines that the Default
is curable and Operator fails to cure the Default within thirty (30) days after the City has given
Notice to Operator of the Default, or in the reasonable determination by the City, Operator has not
immediately, with due diligence, commenced to cure, correct or remedy the specified Default and
ATTACHMENT 7-9
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
shall be capable of completing such cure, correction, or remedy with diligence, the City shall have
the right to proceed with any and all remedies set forth in this Declaration of Covenants and/or the
Project Documents or otherwise available at law or in equity or by statute (and all of the City's
rights and remedies shall be cumulative), and including, but not limited to the following:
(a) Power of Termination. The Parties acknowledge that the Site is being conveyed to
Operator by the Grant Deed on the condition that it shall be used in compliance
with the Declaration of Covenants, which includes use by Qualified Families for
Short -Term Transitional Housing, and if this use is discontinued and Operator is in
Default under the Declaration of Covenants, after any applicable period of cure, the
City shall have the power to terminate all right, title, and interest in the Site in the
manner provided by law in exercising such power of termination; provided that this
provision does not preclude the Parties from at some point in the future modifying
the use of the Site and Project upon written amendment to this Declaration of
Covenants.
(b) Acceleration of Promissory Note. Upon default under the Project Documents, and
after expiration of any allowable period to cure such default, the City shall have the
right to cause all indebtedness of the Operator to the City under the Promissory Note,
together with any accrued interest thereon, to become immediately due and payable;
provided that the remedy of acceleration of the Promissory Note shall only be
available if (1) the City does not exercise its Power of Termination; and (2) the City
first makes demand upon Operator to re -convey the Site and Project to the City and
Operator fails to do so within ninety (90) days of such demand. Operator waives all
right to presentment, demand, protest or notice of protest, or dishonor. The City may
proceed to enforce payment of the indebtedness and to exercise any or all rights
afforded to the City as a creditor and secured party under the law, including the
Uniform Commercial Code or foreclosure under the Deed of Trust. The Operator
shall be liable to pay the City on demand all expenses, costs and fees (including,
without limitation, attorneys' fees and expenses) paid or incurred by the City in
connection with the collection on the Promissory Note and the preservation,
maintenance, protection, sale, or other disposition of the security given under the
Promissory Note.
(c) Specific Performance. The City shall have the right to mandamus or other suit,
action or proceeding at law or in equity to require Operator to perform its
obligations and covenants under this Declaration of Covenants and/or the Project
Documents or to enjoin acts on things which may be unlawful or in violation of the
provisions of this Declaration of Covenants and/or the Project Documents.
(d) Right to Cure at Operator's Expense. The City shall have the right to cure any
monetary default by Operator under this Declaration of Covenants. Operator agrees
to reimburse the City for any funds advanced by the City to cure a monetary default
by Operator upon demand therefore, together with interest thereon at the rate of
three percent (3%) per annum or the maximum rate permitted by law, whichever
rate is less, from the date of expenditure until the date of reimbursement.
(e) Remedies Cumulative. No right, power, or remedy given to the City by the terms
of this Declaration of Covenants or the Project 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 to the City by the terms of any such instrument, or by any statute
ATTACHMENT 7-10
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
or otherwise against Operator and any other person. Neither the failure nor any
delay on the part of the City to exercise any such rights and remedies shall operate
as a waiver thereof, nor shall any single or partial exercise by the City of any such
right or remedy preclude any other or further exercise of such right or remedy, or
any other right or remedy; provided that City shall exercise such remedies in the
order described in Paragraph 15(b) above.
(f) Waiver of Terms and Conditions. No waiver of any Default or breach by Operator
hereunder shall be implied from any omission by the City 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 City to or of any act by Operator 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 Declaration of
Covenants or the Project Documents, nor shall it invalidate any act done pursuant to
a Notice of Default, or prejudice the City in the exercise of any right, power, or
remedy hereunder or under the Project Documents, unless in the exercise of any
such right, power, or remedy all obligations of Operator to the City are paid and
discharged in full.
If Operator fails to perform any obligation or violates any warranty, covenant or restriction
under this Declaration of Covenants, and if in the sole and absolute discretion of the City, the
Default is not curable as determined solely by the City, the City shall have the right to immediately
proceed with any and all remedies set forth above and/or the Project Documents or otherwise
available at law or in equity or by statute (and all of the City's rights and remedies shall be
cumulative).
Section 16. Attorneys' Fees and Costs.
In any action brought to enforce this Declaration of Covenants, the prevailing party shall
be entitled to all costs and expenses of suit, including reasonable attorneys' fees. This section
shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions
interpreting that statute.
Section 17. Recording and Filing.
City and Operator shall cause this Declaration of Covenants, and all amendments and
supplements to it, to be recorded in the Official Records of the County of Orange.
Section 18. Governing Law and Jurisdiction.
This Declaration of Covenants shall be governed by the laws of the State of California
and jurisdiction for any action shall be with the Superior Courts of the County of Orange.
ATTACHMENT 7-11
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
Section 19. Waiver of Reauirements.
Any of the requirements of this Declaration of Covenants may be expressly waived by City
only in writing, but no waiver by City of any requirement of this Declaration of Covenants shall,
or shall be deemed to, extend to or affect any other provision of this Declaration of Covenants.
Section 20. Amendments.
This Declaration of Covenants 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 County of Orange.
Section 21. Notices
Any approval, disapproval, demand, document or other form of notice (collectively,
"Notice") which either Party may desire to give to the other Party under this Declaration of
Covenants must be in writing and delivered either personally, by a nationally recognized
commercial delivery services (i.e., FedEx or UPS), or by registered or certified mail with postage
prepaid, that provides a receipt verifying the date and time of delivery. Notices shall be directed
to the address or addresses of the Party as set forth below, or to any other address or addresses as
that Party may later designate by Notice delivered in accordance with this Section.
To: Tustin Housing Authority
300 Centennial Way
Tustin, California 92780
Attention: Executive Director
Phone: (714) 573-3117
Fax No.: (714) 669-0976
with a copy to: The City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: City Manager
Phone: (714) 573-3010
Fax No.: (714) 838-1602
To Operator: Family Promise of Orange County, Inc.
310 West Broadway
Anaheim, California 92805
Attention: President/CEO
Phone: (714) 353-0428
Fax No.: (714) 787-3489
with a copy to: Managing Partner
Cummins & White
2424 South East Bristol, Suite 300
Newport Beach, CA. 92660
ATTACHMENT 7-12
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
with a copy to: Home Aid Orange County,
Gina R. Scott I Executive Director
24 Executive Park, Suite 100
Irvine, CA 92614
Phone: (949) 777- 3865
Any Notice shall be deemed received immediately on the date delivered by hand or by a
commercial delivery services and shall be deemed received on the third day from the date it is
postmarked if delivered by registered or certified mail.
Section 22. Severability.
If any provision of this Declaration of Covenants shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining portions of this Declaration of Covenants
shall not in any way be affected or impaired thereby.
Section 23. Multiple Originals; Counterparts.
This Declaration of Covenants may be executed in multiple originals, each of which is
deemed to be an original, and may be signed in counterparts.
««««««SIGNATURE PAGE FOLLOWS»»»»»»
ATTACHMENT 7-13
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
IN WITNESS WHEREOF, Operator and the City have executed this Declaration of
Covenants as of the date first above written.
FAMILY PROMISE OF ORANGE COUNTY, INC.,
a California non-profit corporation
By:
Bernd Steinebrunner, President
LIZ
Sue Currie, Secretary
CITY OF TUSTIN, a municipal corporation,
LIZ
Matthew S. West, City Manager
ATTEST:
By:
Erica N. Yasuda, City Clerk
TUSTIN HOUSING AUTHORITY,
a local housing authority,
By:
Matthew S. West, Executive Director
ATTEST:
By:
Erica N. Yasuda, Clerk of the Board
APPROVED AS TO FORM:
David E. Kendig, City Attorney
Housing Authority General Counsel
ATTACHMENT 7-14
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
On , 2021, before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
ATTACHMENT 7-15
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ORANGE
On , 2021, before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
ATTACHMENT 7-16
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
EXHIBIT A
Legal Description
1941 El Camino Real, Tustin, CA 92780
THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE STATE OF
CALIFORNIA, COUNTY OF ORANGE, City OF TUSTIN, AS DESCRIBED AS FOLLOWS:
THE NORTHWESTERLY 230 FEET OF THE SOUTHEASTERLY 386 FEET OF THE
NORTHEASTERLY 210 FEET OF THE SOUTHWESTERLY 240 FEET OF THE SOUTH
QUARTER OF LOT 29 IN BLOCK 12 OF IRVINE'S SUBDIVISION, AS SHOWN ON A
MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS RECORD MAPS,
RECORDS OF ORANGE COUNTY, CALIFORNIA.
APN 500-071-12
ATTACHMENT 7-17
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
EXHIBIT B
House of Ruth — Short-term Transitional Housing Program
Scope of Services
Family Promise will provide participants in the Short-term Transitional Housing program
following supportive services:
• 90-180 Days of transitional shelter (extensions determined on case-by-case basis)
• Career & Workforce Development
• Weekly Case Management
Individual and Family Therapy
• Budgeting
• Credit Repair
• Connected with County of Orange's Coordinated Entry and VI-SPDAT
Financial Literacy
• Supplemental Food, Diapers and Supplies
Referral to social services and other community resources
• Diversion and prevention services, including Rental Assistance and Rapid -
Rehousing
• Voluntary 2 -year Graduate Support Service
The House of Ruth Community Resource Center will provide the following resources and
services to Tustin residents and any family experiencing homelessness:
• Community Resources
• Laundry room
• Computers
• Telephones
• Case Management support seven days a week
• Playground
ATTACHMENT 7-18
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
EXHIBIT C
House of Ruth — Short-term Transitional Housing Program
Placement Criteria
A. 5 POINTS OF ENTRY FOR TUSTIN PREFERENCE
To provide that families with ties to Tustin receive preferential placement Family Promise
will maintain a waiting list of Tustin families referred by the following collaborative partners:
(1) City of Tustin (on website as Community Resource)
(2) Tustin Police Department, liaison for Tustin's Emergency Shelter
(3) 211 Orange County
(4) 18 other shelter providers in the Family Solutions Collaborative, noted in the
system that Family Promise is for families with ties to Tustin.
(5) County of Orange Coordinated Entry System
Family Promise will use commercially reasonable efforts through these referral sources to provide
that the residences have preferential placement to families with ties to Tustin.
B. THE DECLARATION OF COVENANTS
All the selection criteria for occupancy of a Unit by a Qualified Family set forth in the
DDA are incorporated herein by this reference, which, for the sake of repetition as well as addition,
shall include the following:
(1) The Project shall be used solely for Qualified Family/Qualified Families, as defined
in the DDA, with the paramount factor for any selection criteria being preference
given first and foremost to homeless families with direct ties to the City and
secondarily to households with the lowest level of income, taking into account
reasonable adjustments for smaller and larger families, but in no event shall a
Qualified Family consist of a household whose household income is eighty -percent
(80%) over the Orange County Annual Median Income. Unless otherwise agreed to
in writing by the Director, a "Qualified Family" must comprise of at least one minor
child accompanied by an adult who is a parent, or legal or de facto guardian of such
child and who have resided together as a unit immediately prior to seeking housing
at the Project.
(2) Operator shall be responsible for the selection of families to occupy the Project
and at a minimum, selection shall be limited to homeless families, which shall
mean families that currently either lack shelter, or have shelter that is so
inadequate, temporary, or insecure that the situation threatens the social,
psychological, or physical health of the family and do not have the financial
ATTACHMENT 7-19
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
means to immediately secure shelter for the family. Any change in the placement
criteria must be approved in writing by the City and the City may require the
placement criteria be amended from time -to -time in the Director's reasonable
discretion upon written notice to Operator. The paramount factor for any
selection criteria shall be that families with ties to the City of Tustin will receive
preferential placement and use its best efforts to have all Units occupied by
families with direct ties to the City, and if any Unit becomes unoccupied, then
Operator shall hold open the Unit for at least fifteen (15) days in an effort to fill
the Unit with a family that has direct ties to the City and if none of the Units are
occupied by families with direct ties to the City then when a Unit becomes
available it shall be held open for up to thirty (30) days in an effort to fill the
Unit with a family with Tustin ties and upon the expiration of this 30 -day waiting
period, no family with direct City ties has filled the vacant Unit, then while the
Project remains fully occupied, any subsequent family with direct City ties
seeking transitional housing at the Project shall be given first priority and
preference by Family Promise to all other facilities controlled by Family Promise
providing transitional, short-term, or emergency housing within the County of
Orange upon such family meeting applicable program and housing requirements
of such Family Promise controlled facility.
(3) No Unit shall be used or occupied by any person that has a familial, business, or
other economic relationship with Operator, its employees, or officers.
(4) No Unit shall be used or occupied by any person(s) other than a Qualified Family
for Short -Term Transitional Housing.
(5) No Unit shall be occupied by a Qualified Family for more than one (1) year
unless otherwise approved by the City in writing.
(6) No Unit shall be occupied by more than two persons per bedroom plus one.
(7) The Project shall be operated at all times in compliance with all applicable
provisions existing at the time of. (a) the Unruh Act, (b) the United States Fair
Housing Act, as amended, excluding 42 U.S.C. Section 3607(a) and 24 CFR 100;
(c) the California Fair Employment and Housing Act, Government Code Section
12900 et seq. and (d) any other applicable law or regulation (including the
Americans With Disabilities Act, to the extent applicable to the Project)
(collectively, the "Housing Statutes"). Operator agrees to indemnify, protect,
hold harmless and defend (by legal counsel reasonably satisfactory to the City),
the City and its board members, officers and employees, from all suits, actions,
claims, causes of action, costs, demands, judgments and liens arising out of
Operator's failure to comply with applicable legal requirements of the Housing
Statutes. The provisions of this subsection shall survive expiration of the Term
and shall remain in full force and effect.
(8) Upon a Qualified Family failing to meet the definition of a Qualified Family,
then Operator shall immediately provide to the Qualified Family reasonable
notice, or notice as required by law, to vacate the Unit and use due diligence to
cause the Qualified Family to vacate the Unit. Operator shall develop and
implement appropriate verification procedures to ensure all Units of the Project
ATTACHMENT 7-20
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DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
C.
1473132.1
are continually occupied and used by a Qualified Family. If requested by the
City, Operator shall provide the City with a copy of its written verification
procedures.
TUSTIN FAMILY TIES.
The parties to the DDA and the Declaration of Covenants acknowledge that the purpose of
the Project is to provide assistance to Qualified Families as defined therein, which
definition gives preference to families with direct ties to the City of Tustin and to determine
such familial ties to the City of Tustin and the degree of such ties, the following criteria
shall be used:
(1) The family seeking housing must have their last permanent residential address in
the City as demonstrated by proof of any one or more of the following:
a. Driver's License
b. Utility Bill
C. Rental Agreement
d. Bank Statements
e. Car Registration
f. Other documentation that demonstrates a last permanent address in
Tustin.
(2) In the alternative, if the family cannot establish their last permanent residential
address in the City, the family may be considered a Qualified Family if any one or
more of the following are demonstrated:
a. Children are enrolled in City schools
b. Members of the family are employed in the City
C. Members of the family graduated from a City high school
ATTACHMENT 7-21
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
EXHIBIT D
House of Ruth — Short-term Transitional Housing Program
SAMPLE TRANSITIONAL HOUSING REPORT
TRANSITIONAL HOUSING
Total #
Adults 18 - 62
Adults
62+
Children 0 -18
Disabled
Men
Women
Men
Women
Preschool
School
Families served in [year]
Families currently being
served as of year end
Families served with direct
City ties
PERMANENT
HOUSING
Total #
Ownership Rental
Subsidized
Unsubsidized Subsidized
Unsubsidized
Families moved into
permanent housing
Families moved in with other
family
Families moved for other
reasons
EMPLOYMENT
# Employed before entering
# Obtained
# Lost job while in the
the program
Employment during the
program and currently
program
unemployed
# Lost job while in the
# Unemployed
# Received a promotion
program but found a new
throughout the
while in the program
one
program
# Received a raise while in
Average % Income
# Received a pay
the program
increase while in the
reduction while in the
program
program
EDUCATION
# Attending College before
# Enrolled in College
# Receiving a college
entering the program
during the program
degree or certificate
during the program
# Enrolled in a trade school
# of adults completing
# of children completing
or other specialized training
GED or obtaining HS
GED or obtaining HS
during the program
Diploma during the
Diploma during the
program
program
# Enrolled into a GED
# of preschoolers
# of preschoolers in
program during the program
enrolled in an Early
child care
Start or Head Start
program
COUNSELING
# Families receiving
# of Adults receiving
# of children receiving
counseling/life skills training
counseling/life skills
counseling during the
during the program
during the program
program
Hours
Hours
Hours
ATTACHMENT 7-22
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
Vacancy
Vacancy rate % for each unit 1
2 3
4 5
6
7
# of total days of vacancy for
entry)
each unit
Average days stayed per family
at Project
# of families seeking shelter at
Project
Main reasons families rejected
for stay at Project
Rent
Total rent received from families 1 1 2 3 4 5 6 7
for each unit
Total rent:
Operating Expenses/Income
Total operating expenses for
Project
Total income for Project
Total In-kind contributions (est. $)
Placement Referral Source
# of families from each 1
2 3
4 5
placement source (5 points of
entry)
ATTACHMENT 7-23
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
Additional Comments:
ATTACHMENT 7-24
1473132.1
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
EXHIBIT E
Certificate of Project Covenant Period
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: City Clerk
City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: Tustin Housing Authority
Space Above for Recorder's Office Use
This document is exempt from recording fee pursuant to Government Code §§ 6103 and 27383
CERTIFICATE OF PROJECT COVENANT PERIOD
The CITY OF TUSTIN, a municipal corporation ("City"), the TUSTIN HOUSING
AUTHORITY, a local housing authority ("Authority") (collectively, the City and Authority are
referred to herein as the "City") and FAMILY PROMISE OF ORANGE COUNTY, INC., a
California non-profit corporation ("Operator"), have entered into that certain Disposition and
Development Agreement dated February 18, 2020 (the "DDA") concerning the development of
certain real property situated in the City of Tustin, California designated as Assessor Parcel Number
500-071-12, assigned the address of 1941 El Camino Real, Tustin, California (the "Site").
Pursuant to the DDA, the City and Operator entered into that certain Declaration of
Restrictions and Covenants dated as of , 2021, and recorded in the Official
Records of Orange County as Document No. ("Declaration of Covenants"), imposing
among other things, a 55 -year covenant period commencing upon the issuance of a Certificate of
Occupancy by the City for the Project. The City has issued to Operator the Certificate of
Occupancy and thus, the Covenant Period, as defined in the DDA and the Declaration of Covenants
for the Project commenced on and will terminate on
FAMILY PROMISE OF ORANGE COUNTY, INC.,
a California non-profit corporation
WE
1473132.1
Bernd Steinebrunner, President
Sue Currie, Secretary
ATTACHMENT 7-25
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ORANGE
On , 2021, before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
1473132.1
ATTACHMENT 7-26
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ORANGE
On , 2021, before me, , Notary
Public, personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
1473132.1
ATTACHMENT 7-27
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ATTACHMENT NO. 8
(Schedule of Performance)
[To be attached]
First Amendment to DDA
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ATTACHMENT NO. 8
SCHEDULE OF PERFORMANCE
FAMILY PROMISE OF ORANGE COUNTY
ACTION I TIMING
Preliminary Construction Budget
Submit prior to DDA execution
Preliminary Operations Budget
Submit prior to DDA execution
DDA EXECUTION
FINANCING - CONSTRUCTION
Commence Capital Fundraising
24 -month campaign
Campaign
Initial Phase
Prior to DDA execution and first 3 months after DDA execution
a. Identify, Enlist and Educate Campaign
Chair
b. Develop Campaign Budget
c. Build Major Gift Prospect Lists
d. Finalize Capital Campaign Plan and
Present to Board
e. One-to-one meetings with board
members
f. Secure Capital Campaign Committee
Members
g. Draft the Case Statement & Marketing
Materials
h. Hire Capital Campaign Consultant
i. Provide update report to the City
3 months after DDA execution
Leadership Phase
3 to 9 months after DDA execution
a. Continue Soliciting Major Gifts from
Prospect List
b. Produce campaign Literature and Case
Statement
c. Conduct Prospect Screening and
Rating
d. Provide update reports to the City,
6 months and 9 months after DDA execution
25% of cash goal raised at 6 months
per Cost Breakdown for Project
(Attachment 14)
11 Page
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ATTACHMENT NO. 8
SCHEDULE OF PERFORMANCE
FAMILY PROMISE OF ORANGE COUNTY
ACTION
TIMING
Public Phase
5 to 14 months after DDA execution
a. Public Kick-off Event
b. Continue Adding Names to Major
Prospect List
c. Continue Donor Contact and
Cultivation
d. Continue Major Gifts Solicitation
e. Distribute Campaign information to
News Media
f. Enlist, Organize and Train Volunteers
g. Continued Recognition of Major Gift
Donors
h. Provide update report to the City,
12 months after DDA execution
50% of cash goal raised at 12 months
Wrap-up Phase
14 to 24 months after DDA execution
a. Final requests for major gifts and
naming opportunities
b. Financial analysis and projection
c. Discuss securing "gap" financing
d. Provide update report to the City
15 and 18 months after DDA execution
e. Provide update report to the City,
75% of cash goal raised at 21 months
21 and 24 months after DDA execution
and 100% of cash goal raised at 24
months
Updated Construction Budget
12 months after DDA execution
Updated Construction Budget and
21 months after DDA execution
HomeAid In -Kind Contributions Letter
(In -Kind contributions are at minimum of
85% of In-Kindgoal)
Final Construction Budget
Prior to Closing
Complete Fundraising Efforts for
24 months after DDA execution — prior to Closing
Construction — 100% of cash goal
Submit written proof
DDA Section 3.1 (c); Section 4.18(a))
21 Page
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ATTACHMENT NO. 8
SCHEDULE OF PERFORMANCE
FAMILY PROMISE OF ORANGE COUNTY
ACTION I TIMING
FINANCING - OPERATIONS
Initial House of Ruth Operations Budget
Prior to DDA execution
Operator Financials Statements — Year
Upon publication
Ended December 31, 2019
Updated House of Ruth Operations
21 months after to DDA execution
Budget
Final Operations Budget
Prior to Closing
Operator Financials Statements — Year
Upon publication
Ended December 31, 2020 & Year Ended
December 31, 2021
Complete Fundraising Efforts for 18
24 months after DDA execution — prior to Closing
months of Operations — 100%
Submit written proof to the City
DDA Section 3.1 (c); Section 4.18(a))
ENTITLEMENTS
Operator submits Concept Plan and
9 months after DDA execution
Design Review Application, Density
Bonus (Housing Agreement), and
conditional use permit applications, as
applicable, which are with related
drawings and documents to the Cit
Begin negotiating Development
9 months after DDA execution
Agreement (DA) & Housing Agreement,
per Density Bonus requirements
Entitlements & Design Approved —
15 months after DDA execution
Planning Commission
Entitlements & Design Approved — City
Council 1St & 2" d Reading
15 to 18 months after DDA execution
City and Family Promise execute
Development Agreement DA
CONSTRUCTION DRAWINGS
Operator submits grading plans
Submit plans within 21 months of the execution of the DDA.
Operator submits construction drawings
Submit construction drawings and related documents within 21
and related documents
months of execution of DDA.
31 Page
DocuSign Envelope ID: 8D9F7D6C-07B0-42D6-BCD7-8623739C6164
ATTACHMENT NO. 8
SCHEDULE OF PERFORMANCE
FAMILY PROMISE OF ORANGE COUNTY
ACTION I TIMING
Site — permit ready 24 months after DDA execution - Condition to Close Escrow
PRE -CONVEYANCE
City orders an appraisal of the property
3 months prior to conveyance
DDA Section 2.3
City opens Escrow DDA Section 2.4
3 months prior to conveyance
Operator submits preliminary title report
3 months prior to conveyance
DDA Section 2.11
Operator provides written notice to the
2 months prior to conveyance
City of the Operator's approval or
disapproval of any of the preliminary title
report Exceptions
CONVEYANCE AND CONSTRUCTION
City cones property to Family Promise 24 months after DDA execution
Operator commences grading 2 months after conveyance
Operator commences vertical construction 3 months after conveyance
Operator completes construction of 24 months after conveyance
improvements
CERTIFICATE OF COMPLETION
Operator submits request for issuance of
Within thirty (30) days from the date all conditions precedent to
the Certificate of Completion to City
issuance are satisfied, Operator shall submit a certification of
satisfaction of all conditions precedent and a request for issuance
of Certificate of Completion; no outstanding performance bonds
will be returned until approval by the City of the Certificate of
Completion.
The City approves or disapproves the
Within fifteen (15) business days following submission of request
request for issuance of the Certificate of
for Certificate of Completion and satisfaction of all conditions
Completion
precedent set forth in Agreement for the same.
City shall cause the Recording of the
Within five (5) business days following issuance of Certificate of
Certificate of Completion
Compliance by City
41 Page