CA - Fontana: HOUSING AUTHORITY

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HOUSING AUTHORITY

Next Reso. No. HA 2018-001

CITY OF FONTANA REGULAR HOUSING AUTHORITY MEETING

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February 13, 2018 Grover W. Taylor Council Chambers

8353 Sierra Avenue Fontana, CA 92335

7:00 PM

Welcome to a meeting of the Fontana Housing Authority. A complete agenda packet is located in the binder on the table in the lobby of the Grover W.

Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335. To address the Authority, please fill out a card located at the entrance to the left indicating your desire to speak on either a specific agenda item or under Public Communications and give it to the Authority Secretary. Your name will be called when it is your turn to speak. In compliance with Americans with Disabilities Act, the Grover W. Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335 is wheel chair accessible and a portable microphone is available.
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Traduccion en Espanol disponible a peticion. Favor de notificar al Departamento City Clerk . Para mayor informacion, favor de marcar el numero

350-7602.

CALL TO ORDER/ROLL CALL: A. 7:00 P.M. Call the Meeting to Order

PUBLIC COMMUNICATIONS: This is an opportunity for citizens to speak to the Authority for up to 5 minutes on items not on the Agenda, but within the

Authority's jurisdiction. The Authority is prohibited by law from discussing or taking immediate action on non-agendized items.
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A. Public Communications

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CONSENT CALENDAR: All matters listed under CONSENT CALENDAR will be enacted by one motion in the form listed below - there will be no separate

discussion on these items prior to the time Authority votes on them, unless a member of the Authority requests a specific item be removed from the Consent Calendar for discussion. Does any member of

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the public wish to address the Authority regarding any item on the Consent Calendar before the vote is taken?

A. Approval of Minutes Approve the Minutes of the October 24, 2017, Regular Housing Authority Meeting.

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B. Disposition and Development Agreement - Jamboree Housing Approve a Disposition and Development Agreement (DDA) between the Fontana Housing

Authority and Jamboree Housing Corporation to effectuate development of a 60-unit Apartment Community located at Ramona and Sierra Avenues, and authorize the Executive Director to execute any documents necessary or appropriate to effectuate said approval.
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Approve Consent Calendar Item(s).

ELECTED OFFICIALS COMMUNICATIONS/COMMITTEE REPORTS: A. Elected Officials Communications/Committee Reports

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EXECUTIVE DIRECTOR'S COMMUNICATIONS: A. Executive Director Communications

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ADJOURNMENT: A. Adjournment

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Regular Housing Authority Meeting Minutes January 9, 2018

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MINUTES OF THE CITY OF FONTANA REGULAR HOUSING AUTHORITY MEETING

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January 9, 2018 Grover W. Taylor Council Chambers

CLOSED SESSION:

A. 6:00 P.M. CLOSED SESSION

A Closed Session was held at 6:00 p.m. in the City Hall Executive Conference Room with Chairperson Armendarez, Authority Members Warren, Roberts,

Tahan and Sandoval present.

PUBLIC COMMUNICATION: There were no public communications received on the following closed session item:

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CONFERENCE WITH REAL PROPERTY NEGOTIATOR PURSUANT TO GOVERNMENT CODE SECTION 54956.8. Properties: APN 0241-081-11 through 13. Located at the

South-West Corner of Ramona Avenue and Sierra Avenue Negotiating Parties: Fontana Housing Authority Jamboree Housing Negotiator: David R. Edgar, Deputy City Manager Under Negotiation: Price and Terms
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CALL TO ORDER/ROLL CALL:

A. 7:00 P.M. Call the Meeting to Order

The Regular Meeting of the Fontana Housing Authority was held on Tuesday, January 9, 2018, in the Grover W. Taylor Council Chambers, 8353 Sierra

Avenue, Fontana, California. Chairperson Armendarez called the meeting to order at 7:28 p.m.
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ROLL CALL: Present: Chairperson Armendarez, and Authority Members Warren, Tahan, Roberts and Sandoval.

Absent: None

CLOSED SESSION ANNOUNCEMENT: City Attorney Jeff Ballinger announced that there was no reportable action on the Closed Session Item.

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Regular Housing Authority Meeting - February 13, 2018

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PUBLIC COMMUNICATIONS:

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A. Public Communications

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There were no public communications received.

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CONSENT CALENDAR: ACTION: Motion was made by Authority Member Warren, and seconded by Authority Member Tahan, and passed by a vote of 5-0 to approve

Consent Calendar Item A (AYES: Warren, Roberts, Tahan, Sandoval and Armendarez; NOES: None) as follows:

A. Approval of Minutes Approve the Minutes of the December 12, 2017, Regular Housing Authority Meeting.

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ELECTED OFFICIALS COMMUNICATIONS/COMMITTEE REPORTS:

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A. Elected Officials Communications/Reports

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There were no Elected Official communications received.

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EXECUTIVE DIRECTOR'S COMMUNICATIONS:

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A. Executive Director Communications

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There were no Executive Director communications received.

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ADJOURNMENT: The Fontana Housing Authority Meeting adjourned, by consensus, at 7:30 p.m.

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_______________________ _________________________ Tonia Lewis Jesse Armendarez Authority Clerk Chairperson

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Regular Housing Authority Meeting - February 13, 2018

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ACTION REPORT

February 13, 2018 FROM: Department of Administrative Services SUBJECT: Disposition and Development Agreement - Jamboree Housing

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RECOMMENDATION: Approve a Disposition and Development Agreement (DDA) between the Fontana Housing Authority and Jamboree Housing Corporation to

effectuate development of a 60-unit Apartment Community located at Ramona and Sierra Avenues, and authorize the Executive Director to execute any documents necessary or appropriate to effectuate said approval. COMMITTEE GOALS: * To promote affordable housing by construction of high-quality multi-family housing which also serves to address the affordability needs of this community. DISCUSSION: Jamboree Housing Corporation has an extensive history of working collaboratively with the Fontana Housing Authority to develop high-quality, affordable apartment communities throughout the City of Fontana. Since 2001, Jamboree Housing and the Fontana Housing Authority have partnered on seven communities creating over 350 units of affordable housing.
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Since the completion of their last development project, Jamboree Housing has expressed a strong desire and commitment to work again with the Fontana

Housing Authority to develop an additional high-quality, affordable apartment community. To that end, Jamboree Housing and City staff have recently negotiated a Disposition and Development Agreement (DDA) in conjunction with a proposed sixty-unit affordable apartment community at the South-West corner of Ramona and Sierra Avenues.
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The DDA with Jamboree Housing includes the following proposed deal points:

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The Fontana Housing Authority would purchase approximately 4.8 acres of currently vacant and previously undeveloped land located on the southwest

corner of Sierra and Ramona Avenues.
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The property is currently owned by San Gabriel Water Company (SGWC) and the purchase price is approximately 3.05M.

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The Fontana Housing Authority would agree to ground-lease the property to Jamboree Housing commensurate with the receipt of all financing necessary

for development of the property.
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Regular Housing Authority Meeting - February 13, 2018

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Jamboree Housing would be responsible for constructing a high-quality sixty-unit affordable apartment community on the Housing Authority property.

The proposed three-story community would include one, two and three bedroom units.
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Jamboree Housing will be solely responsible for processing and completing all required entitlements, including Planning and Building, required to

construct the proposed apartment community.
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The proposed apartment community will feature high-quality design and architecture. The recreation/amenity package will include a leasing office and

community/multi-purpose room of approximately 5,200 sq. designated for a social- service provider, a head start /child care facility, and a 4,500 sq. ft. enclosed play area.
Tagged Passions:leasing, poverty, Child Care, family services, preschool, recreation, and facility

Amenities at this apartment community would include a security gated entrance, swimming pool and spa, BBQ and picnic areas, and additional open space

areas. Laundry facilities will also be included in each residential building.
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To finance construction of this apartment community, Jamboree Housing Corporation will be applying to the Tax Credit Allocation Committee (TCAC) for

Federal and State Tax Credits. The first financing application will be submitted to TCAC in July 2018. Should a TCAC financing award not be received based upon the July 2018 application submittal, Jamboree Housing Corporation would have the opportunity to re-apply in both March (1st Round) and July (2nd Round) 2019.
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In conjunction with an award of tax credits as the primary financing source, the Fontana Housing Authority would also agree to provide a gap loan to

Jamboree Housing. The actual and final gap loan amount will be based upon the final design, cost of construction, and the current pricing available for State and Federal tax credits. The final project budget and actual amount of the gap loan will be considered by the Fontana Housing Authority at a later date and time.
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Funding for the gap loan will be provided through the utilization of Federal HOME program and State SERAF monies. As a HUD designated Community

Housing Development Organization (CHDO), Jamboree Housing is eligible to utilize Federal HOME program funds.
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Should an award of Tax Credits be received based upon the July 2018 application submittal, Jamboree Housing would subsequently close the project

financing in November 2018. Construction would commence in December 2018 with completion anticipated in early 2020.
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When completed, this apartment community will be affordable to very-low and low- income families with incomes at or below 30 , 45 , 50 and 60 of

median

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income.

Housing with Heart will provide an on-site resident coordinator to oversee a wide variety of programs, events and activities along with various

resident services at the Learning Center. These will include after-school tutoring, recreation programs, health- related programs and adult education workshops. Housing with Heart currently delivers social service programs and activities on each of Jamboree Housing s existing Fontana facilities. They have demonstrated a history of providing outstanding resident services throughout the Fontana Community.
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Quality Management Group (QMG) will be responsible for professional management of this apartment community including tenant screening, lease-up and

ongoing property management. QMG is currently the primary property management company for Jamboree Housing's properties located in the City of Fontana.
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Approval of the DDA with Jamboree Housing will facilitate development of a high- quality, affordable apartment community at Ramona and Sierra Avenue.

In addition to providing affordable housing opportunities, this 60-unit project will be highly amenitized and will include a learning and resident services center.
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FISCAL IMPACT: Funds for property acquisition are available in the FY 17/18 budget, Project 9386400297 Ramona Multifamily Apartments. The remaining

funds needed for this project, including the gap loan, will be available through the utilization of Federal HOME program funds, and SERAF repayment monies. These funds will be appropriated when necessary (based upon an award of construction financing) and as they become available. MOTION: Approve staff recommendation. SUBMITTED BY:
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APPROVED BY:

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Regular Housing Authority Meeting - February 13, 2018

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ATTACHMENTS: Description: Type: DDA Jamboree Housing-Affordable Apartment Community-c1 Agreement

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ITEM: CC-B

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Regular Housing Authority Meeting - February 13, 2018

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DISPOSITION AND DEVELOPMENT AGREEMENT

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[Sierra Avenue Family Housing Affordable Housing Project]

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By and Between

FONTANA HOUSING AUTHORITY

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and

JHC-ACQUISITIONS LLC

Dated as of __________________, 2018

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Regular Housing Authority Meeting - February 13, 2018

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DISPOSITION AND DEVELOPMENT AGREEMENT

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[Sierra Avenue Family Housing Affordable Housing Project]

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THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the Agreement ) dated, for identification purposes only, as of _______________, 2018 (the Date of this

Agreement ), is made and entered into by and between the FONTANA HOUSING AUTHORITY, a public body, corporate and politic (the Authority ), and JHC- ACQUISITIONS LLC, a California limited liability company (the Developer ), with reference to the following:
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RECITALS

A. WHEREAS, Developer is managed by an experienced nonprofit corporation

focused on working with local governments to design and develop complete high-quality

affordable housing developments with services that transform lives and strengthen communities;

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B. WHEREAS, Authority expects to acquire fee title to approximately 4.99 acres of

vacant land located at the southwest corner of Sierra Avenue and Ramona Avenue, in the City of

Fontana, and legally described on Exhibit A attached hereto ( Property );

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C. WHEREAS, the parties intend, on the terms and conditions set forth in this

Agreement, for Authority to ground lease the Property to Developer for development thereon of

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an apartment community consisting of approximately sixty (60) rental housing units, fifty-nine

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(59) of which shall be affordable units, and related amenities, as described in the Scope of

Development (the Project ); and

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D. WHEREAS, in order to make the Project financially feasible, Authority also will,

on the terms and conditions set forth in this Agreement, provide certain financial assistance to

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Developer.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and

conditions herein contained, Authority and Developer hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION.

1.1 Defined Terms. As used in this Agreement (including in the Recitals above), capitalized terms are defined where first used or as set forth in

this Section. Capitalized terms

used in an exhibit attached hereto and not defined therein shall also have the meanings set forth

in this Section [1.1].

Actual Permanent Loan Amount means the actual principal amount of the Take-Out Loan (if applicable).

Actual Tax Credit Equity means the actual amount of equity raised by Developer from syndication of the Tax Credits.

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Authority Gap Loan has the meaning set forth in Section [6.1(d)].

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Building Permit means all permits issued by City and required for commencement of construction of the Improvements.

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Certificate of Completion has the meaning set forth in Article [13].

City means the City of Fontana, California.

Close of Escrow means recordation of the Memorandum of the Ground Lease and the Senior Loan Security Documents in the Official Records, and delivery

of possession of
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the Property to Developer pursuant to the Ground Lease.

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Construction Lender means the first trust deed lender that provides construction financing for the Project.

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Construction Loan means the construction loan for the Project secured by the Senior Loan Security Documents.

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Construction Loan Closing means recordation of the Senior Loan Security Documents in the Official Records.

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County means the County of San Bernardino, California.

Developer has the meaning set forth in the opening paragraph of this Agreement.

Developer Title Policy has the meaning set forth in Section [7.6(a)].

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Escrow means the escrow through which (a) the Property is ground leased to Developer, and (b) the Construction Loan Closing is conducted.

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Escrow Holder means the firm that holds the Escrow.

Event of Default has the meaning set forth in Section [16.1].

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Evidence of Financing has the meaning set forth in Section [6.4].

Executive Director means the Executive Director of the Authority or his designee.

Federal Tax Credit has the meaning set forth in Section [6.1(a)].

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Final Project Budget has the meaning set forth in Section [7.4(b)].

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Final Construction Documents means plans, drawings and specifications in sufficient detail to support issuance of a Building Permit for the Project.

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General Contractor has the meaning set forth in Section [7.4(e)].

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Ground Lease has the meaning set forth in Section [7.1] and is attached hereto as Exhibit [E].

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Hazardous Materials means flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and

materials, including all
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substances and materials defined as hazardous or toxic wastes, substances or materials under any

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applicable law, including, without limitation, the Resource Conservation and Recovery Act,

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42 U.S.C. 6901 et seq., and the Comprehensive Environmental Response, Compensation and

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Liability Act of 1980 42 9601, et seq., as amended. Hazardous Materials expressly exclude

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substances typically used in the construction, development, operation and maintenance of an

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apartment complex provided such substances are used in accordance with all applicable laws.

Improvements means the improvements to be made to the Property in accordance with this Agreement, including, without limitation, in accordance with

the Scope of
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Development and the Final Construction Documents.

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Indemnitees means the Authority, City, and their officers, employees, representatives, agents and volunteers.

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Land Contribution means the lesser of (a) the purchase price paid and the out- of-pocket closing costs incurred by Authority to acquire the Property

or (b) the appraised value
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of the Property.

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Land Use Entitlements has the meaning set forth in Section [4.1].

Memorandum of Ground Lease means the document to be executed by Authority and Developer and recorded in the Official Records in order to give

constructive
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notice of the Ground Lease. The form of the Memorandum of Ground Lease is attached hereto

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as Exhibit [H].

Notices has the meaning set forth in Article [17].

Official Records means the Official Records of the County.

Permitted Encumbrances means the Senior Loan Security Documents and such other exceptions to title approved by the Executive Director.

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Predevelopment Documents means any and all plans, studies, drawings, models, reports, permits and Land Use Entitlements for the Project.

Project has the meaning set forth in Recital [C] above.

Project Architect has the meaning set forth in Section [5.4].

Project Costs means all costs of any nature incurred in connection with development of the Project.

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Project Documents means, collectively, this Agreement, the Ground Lease, the Memorandum of Ground Lease and any other agreement, document or

instrument that Developer
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and Authority enter into pursuant to this Agreement or in order to effectuate the purposes of this

Agreement.

Project Financing has the meaning set forth in Section [6.1].

Property has the meaning set forth in Recital [B] above.

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QAP means the Low Income Housing Tax Credit Programs Qualified Allocation Plan adopted by the California Tax Credit Allocation Committee in

accordance with the standards and procedures of Internal Revenue Code Section 42(m), and the rules and
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regulations adopted by such Committee from time to time for the implementation thereof.

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Schedule of Performance means the Schedule of Performance attached hereto as Exhibit [B].

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Senior Lender means the Construction Lender or the Take-Out lender, as the context requires, and their successors and assigns.

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Senior Loan means the Construction Loan or the Take-Out Loan as the context requires.

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Senior Loan Security Documents means the documents and instruments required by the Senior Lender to secure the Senior Loan.

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State Tax Credit has the meaning set forth in Section [6.1(b)].

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Take-Out Lender means the lending institution that makes the Take-Out Loan and its successors and assigns.

Take-Out Loan means the long-term loan made by the Take-Out Lender to Developer in order to take out the Construction Loan.

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Tax Credits means the Federal Tax Credits and, if applicable, State Tax Credits required to finance the Project in the manner contemplated in the

Preliminary Project
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Budget.

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Tax Credit Funds has the meaning set forth in Section [7.4(c)(ii)].

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Title Company means Ticor Title Company or such other title insurance company agreed to by Developer and the Executive Director.

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Total Development Cost means the total development cost for the Project as reported to the Tax Credit Allocation Committee in the application for Tax

Credits for the
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Project.

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1.2 Singular and Plural Terms. Any defined term used in the plural in this Agreement shall refer to all members of the relevant class and any defined

term used in the

singular shall refer to any number of the members of the relevant class.

1.3 Accounting Principles. Any accounting term used and not specifically defined in this Agreement shall be construed in conformity with, and all

financial data required to be
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submitted under this Agreement shall be prepared in conformity with, generally accepted

accounting principles applied on a consistent basis or in accordance with such other principles or

methods as are reasonably acceptable to Authority.

1.4 References and Other Terms. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a

different document is

named. References to subparagraphs shall be construed as references to the same Section in

which the reference appears. The terms including and include mean including (include) without limitation .

1.5 Exhibits Incorporated. All attachments to this Agreement, as now existing and as the same may from time to time be modified, are incorporated

herein by this reference.

1A. ACQUISITION OF PROPERTY BY AUTHORITY

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The Property is currently owned by San Gabriel Water Company, a California corporation

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( Current Owner ). Pursuant to that certain Offer Letter made by Developer to Current Owner, dated December 6, 2017, which was accepted by Current

Owner on December 8, 2017 (as

accepted, the Purchase Agreement ), Developer has the right to purchase the Property from Current Owner. Concurrently with execution of this

Agreement, the Parties shall execute an
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assignment and assumption agreement ( Purchase Agreement Assignment ), in form and content acceptable to both Parties, assigning to Authority any and

all contractual rights that Developer
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may possess to acquire the Property from Current Owner. It shall be a condition for the benefit

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of each party that Authority shall have acquired, at an out-of-pocket cost not to exceed THREE

MILLION ONE HUNDRED THOUSAND DOLLARS ( 3,100,000.00) (the Property Acquisition Cost ) fee simple title to the Property, in condition as to its

physical state and characteristics and as to title acceptable both to Authority and Developer, not later than March
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15, 2018. If such condition has not been satisfied by such date, either party, not then in default

under this Agreement, may terminate this Agreement by notice to the other party in writing.

2. PARTIES.

2.1 Authority. Authority is the Fontana Housing Authority and any successor to its rights, powers and responsibilities. The principal offices of the

Authority are located at
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8353 Sierra Avenue, Fontana, California 92335.

2.2 Developer. Developer is JHC-Acquisitions LLC, a California limited liability company. The principal offices of Developer are located at 17701

Cowan, Suite 200, Irvine,

California 92614.

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3. SCHEDULE OF PERFORMANCE.

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A Schedule of Performance for the Project is attached hereto as Exhibit [B]. The

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Schedule of Performance sets forth the times by which the parties are to perform certain

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obligations under this Agreement. The Schedule of Performance may be modified from time to

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time by written agreement of Developer and Executive Director.

4. LAND USE ENTITLEMENTS.

4.1 Application Pending. As soon after the Date of this Agreement as reasonably possible, Developer shall cause to be filed with the City and/or any

other governmental agencies

applications for such land use entitlements as may be necessary to allow Developer to develop

the Property in the manner required by this Agreement (the Land Use Entitlements ). From and after such filing, Developer shall diligently and

continuously prosecute such applications to
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completion. Authority, without any out-of-pocket cost or expense to it, agrees to provide

Developer with all appropriate assistance in securing said Land Use Entitlements.

4.2 Developer Right to Terminate. Prior to the Construction Loan Closing, Developer, if it is not then in material default under this Agreement

(subject to the notice and
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cure provisions of Section [16.1]), may terminate this Agreement by giving thirty (30) days notice to Authority if, despite having made all

commercially reasonable efforts, Developer is

unable, by the time provided in the Schedule of Performance, to secure the Land Use

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Entitlements. That notwithstanding, if Developer gives notice to Authority pursuant hereto, and

if the Land Use Entitlements are secured during the thirty (30)-day notice period, Developer s notice of termination shall be deemed nullified

thereby.

4.3 Authority Right to Terminate. Prior to the Construction Loan Closing, Authority, if it is not then in material default under this Agreement, may

terminate this
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Agreement by giving thirty (30) days notice to Developer if the Land Use Entitlements have not, by the time provided in the Schedule of Performance,

been secured. That notwithstanding,
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if Authority gives notice to Developer pursuant hereto, and if the Land Use Entitlements are

secured during the thirty (30)-day notice period, Authority s notice of termination shall be deemed nullified thereby.

5. DESIGN REVIEW PROCESS.

5.1 Scope of Development. Developer shall develop the Property substantially in conformance with the Scope of Development attached hereto as Exhibit

[Cl and with the plans,
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drawings and specifications for the Property approved by City pursuant to this Article [5].

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5.2 City Design Review. Developer shall cause the Improvements to be designed substantially in accordance with the Scope of Development and shall

diligently cause the
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