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HomeMy WebLinkAboutStaff Report 2402-2616CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, March 04, 2024 Council Chambers & Hybrid 5:30 PM     Agenda Item     1.Study Session to provide early feedback about the proposed redevelopment of Buena Vista Mobile Home Park at 3980 El Camino Real. Presentation, Public Comments   City Council Staff Report From: City Manager Report Type: STUDY SESSION Lead Department: Planning and Development Services Meeting Date: March 4, 2024 Report #:2402-2616 TITLE Study Session to provide early feedback about the proposed redevelopment of Buena Vista Mobile Home Park at 3980 El Camino Real. RECOMMENDATION Recommend that City Council hold a study session to provide early feedback on the proposed redevelopment of Buena Vista Mobile Home Park EXECUTIVE SUMMARY On February 15, 2024, the Santa Clara County Housing Authority (SCCHA) submitted an application for Streamlined Housing Development review. The proposed project includes an affordable 61-unit apartment development on a portion of the subject parcel located at 3980 El Camino Real (see Attachment A, Location Map). The applicant intends to file a separate Vesting Tentative Map Application with the City to subdivide the existing lot into two parcels. The second parcel would be redeveloped as mobile homes, which is processed through the State Department of Housing and Community Development (HCD). The total development would be 105 units; 40% of units will be provided at a rate affordable to 30% AMI, 40% of the units would be provided at a rate affordable to 50% AMI and the remaining 20% would be provided at a rate affordable to 80% AMI. Although a prescreening is not required for this type of application, due to the City’s $14.5 million investment in funds toward the purchase of this property for its redevelopment, and as a party to a regulatory agreement assuring its permanent affordability (see Attachment B, Existing Regulatory Agreement), it is in the City’s interest to provide early feedback. The regulatory agreement will need to be reopened and revised to, at minimum, accommodate the inclusion of an apartment building. Staff intends to return to Council for authorization to amend the Development Agreement. Additionally, as part of the Vesting Tentative Map process, the project will ultimately be brought forward to Council for a final decision on the subdivision map. This study session provides an opportunity for early feedback from Council on the proposed project and associated actions. BACKGROUND In June 2016, Council approved a Memorandum of Understanding (MOU) Between the SCCHA, the County of Santa Clara, and the City of Palo Alto to provide up to $14.5 million in City affordable housing funds in support of the Housing Authority’s potential acquisition of the Buena Vista Mobile Home Park for deed restricted affordable housing. The SCCHA purchased the park in 2017 with the support of these funds. After an assessment of the park’s conditions, it was found that the park contained an array of hazards such as: failing utilities, many coaches near their end-of-life with structural and health issues, and lack of code-compliance. With the purchase, SCCHA agreed with the City and County to improve and protect the park as affordable housing through a tri-party regulatory agreement which focused on maintaining affordable housing, enhancing the habitability of the property, avoiding resident displacement, and investing in rehabilitation and improvements. The tri-party agreement includes an improvements timeline and some expected outcomes. Since the onset of the agreement, the Housing Authority has: • Relocated Park residents as needed (e.g., to new mobile homes), • Removed trash and abandoned cars, • Conducted necessary home repairs, • Installed new utilities, • Replaced aged sewer and water lines, • Replaced paving, • Demolished abandoned coaches (i.e., mobile homes), • Capped unused utilities for safety, • Provided spaces for services and an afterschool program, and • Worked to bring the Park into compliance with various laws. Council held a study session on February 13, 2023 in which SCHAA provided an update on these ongoing efforts at the site.1 Project Description On February 15, 2024, the SCCHA submitted a formal application for Streamlined Housing Development review for a 61-unit apartment development on a portion of the site. Attachment C shows the project plans for this development. The SCCHA intends to submit a subsequent application for a Vesting Tentative Map to subdivide the existing parcel into two parcels and to redevelop one of the parcels with a 61-unit apartment complex and the other parcel with a 44- unit mobile home development. This subdivision accommodates the addition of an apartment 1 Study Session Staff Report: https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=972&meetingTemplateType=2 building to the site. Under the existing Regulatory Agreement, the property must maintain, at minimum, 100 affordable units. However, the existing spacing of mobile homes does not meet current state rules regarding spacing and setbacks. The introduction of an apartment building allows the property to both maintain the minimum number of affordable units, while allowing enough space for the retention of 44 mobile homes. The map would also include a condominium subdivision of the mobile home parcel. The project would be processed and streamlined in accordance with Senate Bill 330 (the Housing Crisis Act) and Assembly Bill 1763 (State Density Bonus Law). DISCUSSION Staff from all relevant departments will review the Streamlined Housing Development Review application for consistency with the municipal code and all other relevant state and federal regulations. As detailed in the executive summary, this site is unique in that the proposed Vesting Tentative Map and entitlement for the apartment complex will be processed through the City, but the mobile home redevelopment will be processed through HCD. Because this project involves federal programs, it must be evaluated under both the California Environmental Quality Act (CEQA) and the National Environmental Protection Act (NEPA). Under CEQA and NEPA, the project must be considered as a whole, so the City will serve as the lead agency for CEQA, and the Responsible Entity for NEPA for all aspects of the project (including the mobile homes). Surrounding Uses Adjacent uses and zoning include single family residential uses within the R-1 Zone District to the north, retail and eating and drinking services within the RM-20 zone district to the west along El Camino Real, Los Robles Avenue and a PC Zone District with residential uses to the south, and a multi-family residential use within the RM-30 Zone District the east. Comprehensive Plan The project site has a multi-family land use designation. The Land Use and Community Design Element of the Comprehensive Plan states for this land use that: “The permitted number of housing units will vary by area, depending on existing land use, proximity to major streets and public transit, distance to shopping and environmental problems. Net densities will range from 8 to 40 units and 8 to 90 persons per acre. Density should be on the lower end of the scale next to single-family residential areas. Densities higher than what is permitted may be allowed where measurable community benefits will be derived, services and facilities are available, and the net effect will be consistent with the Comprehensive Plan. Population densities will range up to 2.25 persons per unit by 2030.” The density of the proposed 61-unit development would be 60 dwelling units per acre based on the proposed parcel boundaries in accordance with the planned subdivision map. However, staff notes that overall, the development of the two parcels would equate to a density of 23 dwelling units per acre if both the mobile home development and apartment complex are considered. Zoning Compliance Staff has not yet completed a formal review of the proposed plans for consistency with the RM- 20 Zone District development standards. However, SCCHA has indicated its intent to request waivers and concessions from the following development standards: Concession 1: Height of 36 feet where 30 feet is allowed Concession 2: Parking, 70 spaces where 78 would otherwise be required Waiver 1: Floor Area Ratio of .89:1 where .5:1 is allowed Waiver 2: Private Open Space-No private open space provided where 50 sf per unit is required Waiver 3: Site Open Space of 34.1% where 35% is required Regulatory Agreement There is an existing tri-party Regulatory Agreement recorded on the property from 2017. For consistency with the redevelopment plans, the Regulatory Agreement will need to be amended. The Housing Authority has expressed its commitment to delivering the same number of required housing units at the same affordability levels in the new agreements. City staff and Housing Authority staff will discuss the amendments and anticipate returning to Council for approval to draft and execute an agreement based on the revised terms approval. FISCAL/RESOURCE IMPACT In June 2016 Council authorized the expenditure of $14.5 million in City affordable housing funds to support the Housing Authority’s potential acquisition of the Buena Vista Mobile Home Park for deed restricted affordable housing. The money was utilized to acquire the site in 2017. The redeveloped Buena Vista Community will have two separate development budgets: one for the mobile home park and one for the proposed apartments. With the State's award of nearly $25 million in Manufactured Housing Opportunity and Revitalization funds, the mobile home park is fully funded. The Housing Authority is continuing to work on the financing plan and funding applications for the apartment building. Most immediately, the Housing Authority intends to apply to the State for funding under the Multifamily Finance Super NOFA (notice of funding availability). The application dates have not been released, but in previous funding rounds, the application is typically available in late May/early June and due in early July. The Housing Authority intends to apply for approximately $10 million in State funding. If the application is successful, the Housing Authority would next apply for tax credits. If the application is not successful, the Housing Authority will work to identify an alternative financing source prior to applying for tax credits. No additional funding is requested from the City at this time. The formal application is a cost recovery project and the SCCHA has paid the required deposit fee in accordance with the municipal fee schedule for processing of this application. STAKEHOLDER ENGAGEMENT Van Meter Williams Pollack (VMWP) on behalf of the Santa Clara County Housing Authority (SCCHA) began the community engagement process in early 2019 but was disrupted by the COVID pandemic. In the Fall of 2022, Santa Clara County Housing Authority (SCCHA), Van Meter Williams Pollack (VMWP), and Associated Right of Way Services, Inc. (AR/WS) worked with Engage FORA to resume the community engagement process for the redevelopment of the Buena Vista Mobile Home Park (BVMHP). The engagement process included: •4 interactive workshops •resident advisor 1-on-1s •3 property tours •monthly newsletters •on-site tours of a new coach •frequent FAQs •3 resident education sessions •website updates •3 community-building events • The Buena Vista residents value their community and want to preserve its affordability. From a development perspective, resident priorities included the questions of timeline, process, choices for their future homes, renter versus owner options, and costs associated. However, input from residents also influenced several aspects of the design, including: •Colors, material, and architectural style •Massing and orientation of the apartment building •The size of the new mobile homes Residents also stressed the importance of amenities like play areas, a place for a homework club with computers, indoor and outdoor community gathering and event spaces, a dog run, and garden beds. ENVIRONMENTAL REVIEW The City will serve as the lead agency in accordance with the California Environmental Quality Act. The project is anticipated to be exempt from the provisions of CEQA in accordance with CEQA Guidelines Section 15332 (infill exemption). The CEQA analysis will assess the whole of the action, including the subdivision and the 44-unit mobile home development. The County Housing Authority is also seeking federal funding from Housing and Urban Development (HUD); therefore, HUD will serve as the lead agency for NEPA. The City will serve as the responsible entity preparing the Environmental Analysis in accordance with federal regulations. ATTACHMENTS Attachment A: Location Map Attachment B: Existing Regulatory Agreement Attachment C: Project Plans APPROVED BY: Jonathan Lait, Planning and Development Services Director 10 9 8 7 6 5 4 3 2 1 Cottages Shop115114 107 82 83 84 14 85 113 112111 110 109 108 106 105 104 103 63 65 52 4635 45 36 4437 19 20 22 23 1086 87 9 24 25 8 21 22 Cottages 89 7 26 5 29 1 31 30 2 3 4 77 78 79 80 81 61 57 59 Office &_Home The Nest Hotel 54 64 53 51 34 38 18 13 12 21 11 88 23 Cottage 27 6 28 Laundry &_Restrooms 40 4239 56 62 102 101 Glass Slipper Hotel 32 48 70 68 67 66 73 72 71 69 49 Comfort_Inn 75 Goodwill_Industries Palo Alto _Commons 74 76 60 50 58 5543 41 33 47 B2 B1 B3 B4 16 17 15 60.0' 113.4'60.0' 113.4' 60.0' 113.4' 88.4' 39.3' 39.6' 113.4' 64.6' 88.4' 64.6'113.4' 39.6' 39.3' 113.4' 60.0' 113.4' 60.0' 63.0'88.0' 39.3' 38.0' 113.0' 113.0' 61.0' 113.0' 61.0'50.0' 169.0' 57.9' 169.0' 57.9' 160.0' 49.7' 9.1' 176.7' 34.3' 19.0' 134.7' 108.0' 50.2' 159.0' 31.2'34.3' 50.0' 100.3' 50.0' 100.3' 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52.0' 116.8' 116.8' 63.9'117.0' 126.2' 49.7' 20.0' 49.0' 33.0' 7.6' 31.0' 52.9'78.3' 61.4' 36.2' 76.3' 76.3' 28.8'28.8'23.0' 23.0' 77.0' 128.0' 18.2' 52.9' 31.0' 142.4' 51.1' 23.8' 23.8' 87.9' 87.9' 94.3' 94.3' 33.0' 169.0' 106.0' 135.0' 106.0' 67.5' 67.5' 67.5' 67.5' 106.0' 106.0' 106.0' 106.0' 75.0' 75.5' 119.0' 119.0' 110.5' 240.0' 184.0' 126.0' 42.6' 76.6' 52.5' 100.5' 155.0' 100.3' 388.0' 392.6' 392.6' 100.5' 100.0' 128.0' 24.5' 357.0' 179.5' 29.8' 179.3' 519.6' 74.2' 59.6 0.8 326.1 47.3' 47.3' 2.2'2.2' 60.0' 135.0' 60.0' 135.0' 60.0' 135.0' 60.0' 135.0' 130.0' 208.9' 82.6' 108.7' 60.7' 50.35' 48.9' 21.5' 221.7' 581.2' 581.3' 338.9' 338.6' 3948 701 730 736 709 3994 3891 3925 3860 3868 3874 3862 3870 3895 3849 508 510 512 520 3847 3837 4032 4020 703 4052 689 677 672 684 4021 4033 3989 4050 4121 4168 4134 4102 4085 4060 4071 4061 618 4121 4133 4010 4012 4014 4016 4022 4026 4042 4015 4011 4007 4008 4005 570 4010 5744009 3975 678 3959 630 3898 3895 3972 4020 598 3945 40254023 4021 575 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4110 4113 412241184114 542 577 4106 4100 3896 3872 4062 4068 504 506508 510512 514516 524 526 528 MACLANE WILKIE WAY EL CAMINO WAY EL CAMINO REAL VENTURA AVENUE EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL LA SELVA DRIVE MAGNOLIA DRIVE SOUTH VILLA VERA VILLA REAL (PRIVATE) VILLA VISTA (PRIVATE) LOS ROBLES AVENUE LA DONNA AVENUE CAMPANA DRIVEENCINA GRANDE DRIVE VERDOSA DRIVE VISTA AVENUE WISTERIA LANE VILLA VISTA (PRIVATE) DRISCOLL PLACE CAMPANA DRIVE VERDOSA DRIVE CYPRESS LANE JACOBS COURT (PRIVATE) A D R I V E EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL RM-20 CS PF RM-30 RM-20 RM-20 RM-30 PC-2930 RM-30 PC-5116 PC-4511 Community Center Tennis Court KEYS SCHOOL MIDDLE CAMPUS This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Project Site 0' 219' Attachment A: Location Map CITY OF PALO ALTOI N C O R P O R A T E D CAL I F O RN I A P a l o A l t o T h e C i t y o f A PR I L 1 6 1 8 9 4 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2016 City of Palo Alto chodgki, 2024-02-20 08:18:49 (\\cc-maps\Encompass\Admin\Personal\Planning.mdb) FIRST AMERICAN TITLE COMPANY ESCROW NO: NC S -g (b''+y b (T11) 23766007 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Santa Clara County Housing Authority 505 W. Julian Street San Jose, CA 55110 Attention: Executive Director EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§8103, 27383 Regina Alcomendras Santa Clara County - Clerk -Recorder 09/29/2@17 @3:39 P11 Titles: 2 Pages: 25 Fees: $0.00 Taxes: $0.00 Total: $0.00 1111,5 P1Ri'ilNif tiyd l%1PCIR 4 d1'1:111111 APNs: 137-12-001, 137-11-102(ptn), 137-11-071(ptn) Space above this line for Recorders use. AFFORDABLE HOUSING REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS by and among THE SANTA CLARA COUNTY HOUSING AUTHORITY, THE CITY OF PALO ALTO, and THE COUNTY OF SANTA CLARA Non -Order Search Doc: CASCLR:23766007 Page 1 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 2 of 25 This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this "Agreement") is entered into effective as of Sept. 29 , 2017 ("Effective Date") by and among the Santa Clara County Housing Authority, a public body, corporate and politic ("Owner"), the City of Palo Alto, a chartered city and municipal corporation ("City"), and the County of Santa Clara, a political subdivision of the State of California ("County"). The City, the County, and the Owner are collectively referred to herein as the "Parties." RECITALS A. Owner is, or as of the Effective Date shall be the owner of the real property located at El Camino Real and Los Robles Road in the City of Palo Alto, Santa Clara County, California, commonly known as the Buena Vista Mobile Home Park ("Park"), known as Assessor's Parcel Nos. 137-12-001, 137-11-102(ptn), 137-11- 071(ptn), and more particularly described in Exhibit A attached hereto (the "Fee Property"). In addition, for a three-year term commencing on the Effective Date, Owner will hold a leasehold interest in certain property located immediately adjacent to the Fee Property (the "Leased Property") pursuant to a lease dated as of the Effective Date and executed by and between Owner and Toufic Jisser, as Trustee of the Toufic and Eva Jisser Revocable Trust, Dated October 16, 2000 (the "Lease"). A Memorandum of the Lease will be recorded in the Official Records of Santa Clara County substantially concurrently herewith. The Buena Vista Mobile Home Park is one of the few existing sites of moderate cost housing in the City, and includes approximately 104 mobile homes, 12 studio units, and one single family home. Of these, as of the Effective Date, eight (8) mobilehomes and two (2) studio units are located on the Leased Property. Prior to the termination of the Lease, Owner or its assignee will relocate the residents occupying the units located on the Leased Property. B. The City, the County, and the Owner have each agreed to contribute certain funds to finance the acquisition and improvement of the Fee Property (the "Financing"). C. The Parties have agreed that the Fee Property will be owned, operated and maintained subject to a recorded restriction that requires Owner and its successors in interest to use the Fee Property as an affordable housing resource, to enhance the habitability of the Property, and to avoid displacement of the persons who currently reside at the Property. The Parties further agree that for so long as Owner or Owner's assignee holds a leasehold interest in the Leased Property, the Leased Property will be subject to the affordability requirements and covenants set forth in this Agreement; provided however, this Agreement will be recorded against the Fee Property only. As used in this Agreement, the term "Property" shall collectively mean the Fee Property and the Leased Property for so long as Owner or its assignee hold a leasehold interest in the Leased Property. Commencing upon the termination of the Lease, the term "Property" shall mean only the Fee Property. D. The purpose of this Agreement is to satisfy the foregoing requirements, the requirements of Notice PIH-2011-45 (HA) published by the U.S. Department of 2 Non -Order Search Doc: CASCLR:23766007 Page 2 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 3 of 25 Housing and Urban Development ("HUD") that apply to housing authorities participating in the Moving to Work demonstration program, and those additional conditions required by the City and County in connection with the Financing. E. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner's successors and assigns for the full term of this Agreement. NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties incorporate the above Recitals into the Agreement and hereby agree as follows. 1. Definitions. The following terms have the meanings set forth in this Section wherever used in this Agreement. "Actual Household Size" means the actual number of persons in the applicable household. "Adjusted for Family Size Appropriate for the Unit" shall be determined consistent with the Santa Clara County Housing Authority's Housing Quality Standards (HQS) and 24 CFR 982.401 (1.e, assumed household size of two (2) persons per bedroom). "Affordable Rent" means the following amounts, less a utility allowance and other fees and charges required to be paid by Resident Households on a non -optional basis: Beginning on the Effective Date of this Agreement and continuing for thirty-six (36) months thereafter: the Base Rent. Subject to Section 2.2 below, beginning with the thirty-seventh (37th) month after the Effective Date and continuing throughout the remaining Term of this Agreement, Affordable Rent will be defined to mean the following amounts, less a utility allowance and other fees and charges required to be paid by Resident Households on a non -optional basis: (I) for Dwelling Units and Mobilehomes/Mobilehome Spaces occupied by households with incomes of not more than thirty (30%) of AMI ("30% Units"), a monthly rent that does not exceed one -twelfth of thirty percent (30%) of thirty percent (30%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit, (ii) for Dwelling Units and Mobilehomes/Mobilehome Spaces occupied by households with incomes of greater than 30% AMI, but not more than fifty percent (50%) of AMI ("50% Units"), a monthly rent that does not exceed one -twelfth of thirty percent (30%) of fifty percent (50%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit, 3 Non -Order Search Doc: CASCLR:23766007 Page 3 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 4 of 25 (iii) for Dwelling Units and MobilehomeslMobilehome Spaces occupied by households with incomes of greater than 50% AMI, but not more than eighty percent (80%) of AMI ("80% Units"), a monthly rent that does not exceed one - twelfth of thirty percent (30%) of sixty percent (60%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit; and (iv) for Dwelling Units and MobilehomeslMobilehome Spaces occupied by households with incomes of greater than 80% AMI, but not more than one hundred twenty percent (120%) of AMI ("120% Units"), a monthly rent that does not exceed one -twelfth of thirty percent (30%) of one hundred ten percent (110%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit. For Resident Households who own and occupy a Mobilehome for which the Resident Household is making Mortgage Payments, the following charges will also be deducted in determining Affordable Rent: Mortgage Payments and property taxes, assessments, and insurance premiums payable by the Resident Household for the Mobilehome. "Area Median Income" or "AMI" means the median income for Santa Clara County, California, adjusted for Actual Household Size, as determined by the U.S. Department of Housing and Urban Development ("HUD") pursuant to Section 8 of the United States Housing Act of 1937 and as published from time to time by the State of California Department of Housing and Community Development ("HUD") in Section 6932 of Title 25 of the California Code of Regulations or successor provision published pursuant to California Health and Safety Code Section 50093(c). "Authority" means the Santa Clara County Housing Authority, a public body corporate and politic. "Base Rent" means the monthly rent payable by a Resident Household as of the Effective Date for the rental of a Dwelling Unit, a Mobilehome Space, or both a Mobilehome and Mobilehome Space, as applicable. "Dwelling Unit" means (i) the twelve (12) apartments and one (1) single family home, and any future replacement or other apartments or stick built homes, and (11) any Mobilehome that is rented by a Resident Household from Owner , Owner's Agent, or the Authority, "Eligible Household" means a household whose Gross Income does not exceed eighty percent (80%) of Area Median Income. "Existing Residents" means Resident Households who reside on the Property as of the Effective Date. "Fiscal Year" means the reporting period commending on January 1 and ending on December 31 of any year. "Government Code" means the Government Code of the State of California. 4 Non -Order Search Doc: CASCLR:23766007 Page 4 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 5 of 25 "Gross Household income" means the total anticipated annual income of all persons in a household, as calculated in accordance with Section 6914 of Title 25 of the California Code of Regulations as such Section may be revised from time to time, or pursuant to a successor State or federal housing regulation that utilizes a reasonably similar method of calculation of household income. "Income and Occupancy Certification" shall mean the initial and/or annual income certification documentation required pursuant to Section 2 of this Agreement. "Manufactured Home" means a structure located on the Property that was constructed on or after June 15, 1976 and in compliance with the criteria set forth in California Health and Safety Code section 18007. "Mobilehome" means a mobilehome located on the Property that was constructed prior to June 15, 1976 and in compliance with the criteria set forth in California Health and Safety Code section 18008 or a Manufactured Home. "Mobilehome Space" means a space located on the Property upon which a Mobilehome is placed. "Mortgage Payment" means the monthly principal, interest, and mortgage insurance premiums (if any) payable by a Resident Household for a mortgage payable to a commercial financial institution and secured by the Resident Household's Mobilehome located on the Property as of the Effective Date. To qualify as a Mortgage Payment, any new or additional mortgage, including any refinancing of an existing mortgage must be approved by Owner or Owner's agent. "MPA" means the Mobilehome Park Act, California Health and Safety Code sections 18200 et seq. and related regulations, as amended or its successor. "MRL" means the Mobilehome Residency Law, California Civil Code sections 798 et seq, and related regulations, as amended or its successor. "New Resident" means a Resident Household first residing on the Property after the Effective Date. "Owner Mobilehome" means any Mobilehome owned by the Owner or Owner's Agent, located on the Property, and rented to a Resident Household. "Rent" means the total of monthly payments payable by a Resident Household for the use and occupancy of a Dwelling Unit and/or a Mobilehome Space. "Resident Household" means a household, including Existing Residents, that resides in a Mobilehome or a Dwelling Unit located in the Park. 2. Use and Affordability Restrictions. Owner hereby covenants and agrees, for itself and its successors and assigns, that the Property shall be used solely for the operation of affordable housing in compliance with the requirements set forth herein. 5 Non -Order Search Doc: CASCLR:23766007 Page 5 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 6 of 25 2.1 Affordability Requirements. For a term of seventy-five (75) years commencing upon the Effective Date, all of the Dwelling Units and Mobilehome Spaces located on the Property (with the exception of those designated for property managers) shall be restricted for occupancy at Affordable Rents by Eligible Households. At all times during the term of this Agreement and subject to Section 2.2 below, when a Dwelling Unit or Mobilehome Space becomes vacant, such Dwelling Unit or Mobilehome Space shall be made available to, rented and occupied by households to satisfy the following: (a) no less than 40% of the total number of Dwelling Units and Mobilehome Spaces (with the exception of those designated for property managers) shall be made available to, rented and occupied by households with incomes of not more than thirty (30%) of AMI, (b) no less than 40% of the total number of Dwelling Units and Mobilehome Spaces (with the exception of those designated for property managers) shall be made available to, rented and occupied by households with incomes of not more than fifty (50%) of AMI, and (c) the remainder of the Dwelling Units and Mobilehome Spaces (with the exception of those designated for property managers) shall be made available to, rented and occupied by households with incomes of not more than eighty percent (80%) of AMI. The Parties agree to meet and confer regarding potential modifications to the requirements set forth in this Section 2.1 if Owner demonstrates that such modification is necessary to maintain the financial feasibility of the Property. City and County agree to consider such requests in good faith and will not unreasonably deny consent if Owner demonstrates that the modification is necessary for financial feasibility. Under no circumstances shall the affordability requirements exceed 80% of AMI. 2.2 Continuation of Base Rent. Notwithstanding any contrary provision of this Agreement, Owner may extend the time that it will charge Base Rent for the Dwelling Units and Mobilehome Spaces located on the Property, beyond the first 36 months following the Effective Date, for up to two additional years if required to maintain the financial feasibility of the Property. Owner shall provide written notice of its intention to exercise this option to the City and County no later than the 30th month following the Effective Date. 2.3 Increases in Household Incomes: Filling of Vacancies. lf, upon annual recertification of Gross Household Incomes, Owner determines that the percentage requirements in Section 2.1 above have not been satisfied on a Property -wide basis, Owner shall offer the next available vacant Dwelling Unit or Mobilehome Space to a household in the appropriate income category until the requirements of Section 2.1 are satisfied. 2.4 Other Restrictions. Notwithstanding anything to the contrary contained in this Agreement, if lenders, investors, or regulatory agencies require stricter household income eligibility or affordability requirements than those imposed by this Agreement, the requirements of such other lenders, investors or regulatory agencies, including without limitation, the requirements associated with tax-exempt financing, if applicable, shall prevail. 6 Non -Order Search Doc: CASCLR:23766007 Page 6 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 7 of 25 2.5 Existing Residents. Notwithstanding anything to the contrary contained herein, Existing Residents who do not qualify as an Eligible Household as of the Effective Date because their Gross Household Income is more than eighty percent (80%) but less than one hundred twenty percent (120%) of Area Median Income shall be permitted to continue to rent or lease a Dwelling Unit or Mobilehome Space at an Affordable Rent until: a) the household voluntarily vacates the Dwelling Unit or Mobilehome Space, as applicable, or b) the tenancy is terminated consistent with the requirements of the MRL. Furthermore, Existing Residents who do not qualify as an Eligible Household as of the Effective Date because their Gross Household Income is equal to or more than one hundred twenty percent (120%) of Area Median Income shall be permitted to continue to rent or lease a Dwelling Unit or Mobilehome Space until: (a) the household voluntarily vacates the Dwelling Unit or Mobilehome Space, as applicable, or (b) the tenancy is terminated consistent with the requirements of the MRL; provided however, upon written notice in accordance with Section 2.12 of this Agreement, Owner may adjust the rent charged to such household to up to fair market rent. 2.6 Initial Income and Occupancy Certification. Prior to or immediately after the Effective Date, all Resident Households shall provide to Owner, within the timeframe specified by Owner, an initial Income and Occupancy Certification. All New Residents must provide a completed Income and Occupancy Certification to Owner to enable Owner to determine whether the applicant household is an Eligible Household. All New Residents must be Eligible Households. 2.7 Annual Income and Occupancy_ Certification Requirement. Each Resident Household shall be required to provide an Income and Occupancy Certification annually while residing at the Property. 2.8 Failure to Comply with Initial or Annual Income and Occupancy Certification. A Resident Household's failure and/or refusal to provide an initial or annual Income and Occupancy Certification will be considered a breach of such household's lease or rental agreement, and may result in the loss of the right to occupancy within the Property. 2.9 Income and Occupancy Certification. Each Resident Household shall provide an initial and an annual Income and Occupancy Certification that at a minimum contains the information and documentation described in this Section for each household member over the age of eighteen years old residing on the Property. For the initial and the annual Income and Occupancy Certification, Owner shall verify each Resident Household's income by requesting and reviewing the following: (I) pay stubs for the most recent four (4) consecutive pay periods; (ii) if self-employed, Tax Form 1040, including Schedule C and other attachments from the prior year, (iii) an income verification form from the Social Security Administration and/or the California Department of Social Services if Resident Household members receives assistance from either of such agencies; (iv) history of the last 12 months of child support payments, if any, (v) if anyone in the Resident Household is unemployed, a form of independent verification; (vi) the most recent of any and all bank account statements 7 Non -Order Search Doc: CASCLR:23766007 Page 7 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 8 of 25 and/or any other financial account statements; and (vii) other verification and documentation as required by the Owner. 2.10 Increased Income of Household After Recertification. (a) If the Gross Household Income of a Resident Household is determined to have increased to be more than eighty percent (80%) but less than one hundred twenty percent (120%) of Area Median Income, such household shall be permitted to continue to rent or lease a Dwelling Unit or Mobilehome Space on the Property at Affordable Rent until: a) the household voluntarily vacates the Dwelling Unit or Mobilehome Space, or b) the tenancy is terminated consistent with the requirements of the MRL. (b) If the Gross Household Income of a Resident Household is determined to have increased to be equal to or more than one hundred and twenty percent (120%) of Area Median Income, such household shall be permitted to continue to rent or lease a Dwelling Unit or Mobilehome Space on the Property until: a) the household voluntarily vacates the Dwelling Unit or Mobilehome Space, or b) the tenancy is terminated consistent with the requirements of the lease agreement or MRL, whichever is applicable; provided however, upon written notice in accordance with Section 2.12 of this Agreement, Owner may adjust the rent charged to such household to up to fair market rent. 2.11 Determination of Rental Amounts. The Owner shall determine the Rent payable by each Resident Household. Upon determination of the rental amounts, the Owner shall provide the calculations and the amounts for each household to the City and County for its review. The City and County shall have thirty (30) days to review the rental amounts and either, in writing, object to the amounts or question the amounts. All Parties agree to resolve any issues related to the rental amounts as expeditiously as possible. 2.12 Notice of Rent Increase or Decrease. Each Resident Household shall be provided with notice of Rent increases or decreases consistent with the requirements set forth in the MRL, the Palo Alto Municipal Code, and any other applicable State or local requirements. 2.13 Managers' Units. Up to two (2) Dwelling Units or Mobilehome Spaces on the Property may be used for resident managers, and shall be exempt from the occupancy and rent restrictions set forth in this Agreement. 3. Owner Occupancy Requirements for Resident Households. All Resident Households shall be required to occupy their Dwelling Unit or Mobilehome as their principal place of residence, and shall not be permitted to rent -out or sublease their Mobilehome or Dwelling Unit, except as permitted under the MRL. All New Residents shall be required to sign a certificate stating their intent to occupy their Dwelling Unit or Mobilehome as their principal place of residence prior to execution of a rental or lease agreement. Notwithstanding anything contained to the contrary herein, Existing Non -Order Search Doc: CASCLR:23766007 Page 8 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 9 of 25 Residents that reside in Mobilehomes that they do not own and that are not Owner Mobilehomes as of the Effective Date, shall be permitted to continue in occupancy of such Mobilehome pursuant to their existing agreement with the owner of the Mobilehome. 4. Rehabilitation or Construction of Improvements to Property. Owner shall invest or cause to be invested at least $10 million in rehabilitation or construction of improvements to the Property within 36 months of the Effective Date of this Agreement; provided however, this deadline may be extended by an additional 36 months upon written consent of the City and County if Owner reasonably demonstrates that delay is necessary due to site conditions or other constraints. Owner shall maintain a minimum of 100 residential units or Mobilehome Spaces on the Property that will be available for occupancy by Eligible Households at Affordable Rents. Any proposal to replace more than 12 Mobilehome Spaces on the Property with any permanent built structure after the Effective Date shall be reviewed and approved by the City and County prior to the filing of any permit application. 4.1 Owner shall obtain all necessary permits and approvals for rehabilitation or construction or improvements to the Property, as required by federal and state law, and local zoning and other applicable regulations. City maintains and reserves full authority and discretion under state and local law in the processing of entitlements and permit applications. 5. Relocation. 5.1 Due to the physical condition of the Property, including without limitation, common area improvements, the Dwelling Units, and Mobilehomes, it is anticipated that repairs, replacements, maintenance and improvements will be required. The impact of the improvements on the ability of Resident Households to remain on the Property is not known as of the Effective Date but may require the relocation of Resident Households for varying periods of time. 5,2 Persons residing on the Property as of the Effective Date shall not be displaced before suitable replacement housing is available. Owner or Owner's agent shall be solely responsible for ensuring that all such persons receive all notices, benefits and assistance to which they are entitled in accordance with California Relocation Assistance Law (Government Code Section 7260 et seq.); Government Code sections 65863.7 and 65863.8; MPA section 798.56, the state and local regulations implementing such laws, and all other applicable local, state and federal laws, regulations and policies, including but not limited to the Uniform Relocation Act (42 U.S.C. §4601 et seq.) and implementing regulations (collectively "Relocation Laws") relating to the displacement and relocation of eligible persons as defined in such Relocation Laws. Ail costs incurred in connection with the temporary and/or permanent displacement and/or relocation of occupants of the Property, including without limitation payments to a relocation consultant, moving expenses, and payments for temporary and permanent relocation benefits pursuant to Relocation Laws shall be paid by Owner. County and City shall have no responsibility for payment therefor. 9 Non -Order Search Doc: CASCLR:23766007 Page 9 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 10 of 25 5.3 Resident Households first residing on the Property after the Effective Date but prior to delivery of any notice relating to displacement shall receive all notices, benefits and assistance to which they are entitled as set forth in Section 5.2 hereinabove. 5.4 All Resident Households shall have the right to return to the Property after any temporary relocation necessary for the repair, replacement, maintenance, or improvement of the Property. 5.5 Following the expiration or termination of this Agreement, persons residing on the Property on the date of such expiration or termination shall receive all notices, benefits and assistance to which they are entitled as set forth in Section 5.2 hereinabove. This provision shall survive the expiration or termination of this Agreement until full performance thereof. 6. Owner's Reporting Obligations to the City and County. 6.1 An Annual Report, as described below, shall be submitted to the City and the County no less than sixty (60) days prior to the close of each Fiscal Year. (a) Annual Report. The Owner shall submit to the City and the County an Annual Report which includes the following: 1) A listing of all occupied Mobilehome Spaces and Dwelling Units, the income and size of each Resident Household occupying a Mobilehome Space or Dwelling Unit, the actual rent paid and the projected rent increase for the Mobilehome Space or Dwelling Unit; 2) A listing of all Mobilehome Spaces and Dwelling Units occupied by Resident Households whose Gross Household Income is equal to or more than one hundred twenty percent (120%) of Area Median Income; 3) The initial and annual certification and recertification of each Resident Household's Gross Household Income, cost verification and rent calculations; 4) The annual primary residence occupancy verification, if separate from the income certification and recertifications; 5) List of all New Residents, the income and household size, ages and relationships of such households, and copies of the income certifications and certification that the New Residents intend to occupy the Mobilehome Space or Dwelling Unit as their principal place of residency; and 6) The report shall state, in addition to the above, the date the occupancy commenced, the initial rental rate, if a Mobilehome was purchased, then the purchase price paid by the New Resident for the Mobilehome (if said information is available) 10 Non -Order Search Doc: CASCLR:23766007 Page 10 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 11 of 25 and such other information as the City or the County may be required by law to obtain. 6.2 Financial Audit. The Owner is responsible for obtaining a financial audit annually and shall provide the same to the City and County within one -hundred twenty (120) after the end of the Fiscal Year. 6.3 Additional Information. The Owner shall provide any additional information reasonably requested by the City or County. The City or County shall have right to examine and make copies of all books, records or other documents of the Owner pertaining to the Property. 6.4 Retention and Inspection of Documents, (a) The Owner shall maintain complete, accurate and current records pertaining to the Mobilehome Spaces, Dwelling Units and the Property, and shall permit any duly authorized representative of the City or County to inspect records, including, without limitation, records pertaining to household income and household size of Resident Households; provided however, confidential and sensitive information relating to any Resident Household (such as account numbers, social security numbers, driver's license numbers) may be redacted or marked out to protect the confidentiality of such information. (b) The Owner shall also maintain records which include copies of income certificates, cost verifications and rent calculations for all Resident Households as well as all Property financial, management and maintenance records. (c) The City or County or any duly authorized representative thereof shall have the right to review and request copies of documents. In either the City or County's discretion, it shall have the right to audit such records, to determine the Owner's compliance with the requirements of this Agreement. 7. Operation of the Property. 7.1 Residential Use. The Property shall be operated only for residential use; however, this restriction shall not prohibit the operation of community, recreational, educational, or similar facilities that are open to the public, provided that these uses are consistent with applicable zoning. 7.2 Compliance with All Agreements. The Owner and Owner's agent shall comply with all the terms and provisions of this Agreement. 7.3 Non -Discrimination; Compliance with Fair Housing Laws. 7.3.1 Fair Housing. Owner and Owner's agent shall comply with state and federal fair housing laws in the marketing and rental of the Dwelling Units and Mobilehome Spaces located on the Property. Owner shall accept as tenants, on the 11 Non -Order Search Doc: CASCLR:23766007 Page 11 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 12 of 25 same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or any successor thereto. 7.3.2 Non -Discrimination. Neither Owner nor Owner's agent shall restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Owner covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Owner or any person claiming under or through Owner establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Owner shall include such provision in all deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith. 8. Prooertv Management and Maintenance 8.1 Management Responsibilities. The Owner and Owner's agent shall be responsible for all management functions with respect to the Property including, but not limited to, the selection of Resident Households, certification of household income and size, certification of the ages of all household members, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, security and management of household relocation, if required. The Owner shall retain a professional property management company initially approved by the City and County in their reasonable discretion to perform its management duties hereunder. A resident manager shall also be retained, if required by law or by Owner. The City and the County hereby approve: (1) the grant by Owner of a leasehold interest in the Property to the Caritas Corporation, a California nonprofit public benefit corporation ("Caritas") or a wholly -controlled affiliate of Caritas, and (ii) Caritas' or such affiliate's engagement of Birtcher Anderson Realty Management, Inc., a California corporation, as a property management company for the Property. 8.2 Performance Review. The City and County reserve the right to conduct jointly or separately an annual (or more frequently, if deemed reasonably necessary by the City or County) review of the management practices and financial status of the Property. The purpose of the performance review will be to enable the City and County to determine if the Property is being operated and managed in accordance with the requirements and standards of this Agreement. The Owner shall cooperate with the City and County in such reviews. 12 Non -Order Search Doc: CASCLR:23766007 Page 12 of 25 Requested By: t.moralez, Printed: 10!3/2017 2:27 PM DOC #23766007 Page 13 of 25 9. Indemnification In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the Owner, County and City agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such party under this Agreement. No Party, nor any officer, board member or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Parties thereto, their officers, board members, employees, or agents, under or in connection with or arising out of any work authorized or delegated to such other Parties under this Agreement. Notwithstanding the foregoing, the Owner, and its assigns, shall indemnify, defend, and hold harmless the County and City, its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, the acquisition of the Property, relocation of Property tenants, temporary relocation and construction of improvements on the Property, and operation or maintenance of the Property, excepting only loss, injury or damage caused by the negligence or willful misconduct of the County and City. The Owner, and its assigns, shall reimburse the County and City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Owner is obligated to indemnify, defend and hold harmless the County and City under this Agreement. Each Party agrees that all obligations under this Section 9 shall survive the termination or assignment of this Agreement and shall remain binding on all Parties notwithstanding the Agreement's termination or assignment. 10. Term of Agreement. 10.1 Term of Restrictions. This Agreement shall remain in effect through Sept. 29 , 2092, which date is the 75th anniversary of the Effective Date. 10.2 Effectiveness Succeeds Conveyance of Property. This Agreement shall remain effective and fully binding for the full term hereof regardless of any sale, assignment, transfer, or conveyance of the Property or any part thereof or interest therein. 10.3 Reconveyance. Upon the termination of this Agreement, the Parties agree to execute and record appropriate instruments to release and discharge this Agreement; provided, however, the execution and recordation of such instruments shall not be necessary or a prerequisite to the termination of this Agreement upon the 13 Non -Order Search Doc: CASCLR:23766007 Page 13 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 14 of 25 expiration of the term. Upon request, upon termination of the Lease, the Parties agree to execute and record a release and reconveyance of this Agreement as to the Leased Property. 11. Reinvestment of Proceeds from Sale of Property. The Parties acknowledge and agree that a material consideration for the City and County to approve the financing described herein is for the proceeds of any subsequent sale of the Fee Property to be reinvested in the City to create affordable housing. In the event that the Fee Property is sold to a third party that is not an affiliate of the Authority and in connection with such sale the Fee Property will not be required to be used for affordable housing, the Parties shall cause an amount equal to: a) the amount not repaid to the City and County for any loans made by the City and County that are secured by the Fee Property, and b) at least fifty-two percent (52%) of the total appreciation of the value of the Fee Property since the Effective Date, to be reinvested in the City to create additional affordable housing. In the event that the Fee Property is sold to a third party that is not an affiliate of the Authority and in connection with such sale the Fee Property will continue to be used for affordable housing, the Parties agree that a) fifty-two percent (52%) of the total appreciation of the value of the Fee Property since the Effective Date shall be applied as a reduction to the purchase price of the Fee Property and b) the Owner shall cause to repay to the City and County any loan amount outstanding or the loan shall be assigned to the next Owner of the Fee Property. For the purposes of this paragraph, an "affiliate of the Authority" shall mean any entity that, directly or indirectly, controls, is controlled by, or is under common control with Authority. For the purposes of this paragraph, "affordable housing" shall mean the Fee Property is subject to occupancy and affordability restrictions which are substantially similar, including in length and levels of affordability, to the restrictions imposed under this Agreement and to which the City and County are parties. Each Party agrees that all obligations under this Section 11 shall survive the termination or assignment of this Agreement and shall remain binding on all Parties notwithstanding the Agreement's termination or assignment: 12. Binding Upon Successors; Covenants to Run with the Land. Owner hereby subjects its interest in the Fee Property to the covenants and restrictions set forth in this Agreement. The Parties hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of the Parties, regardless of any sale, assignment, conveyance or transfer of the Fee Property or any part thereof or interest therein. Any successor -in -interest to Owner, including without limitation any purchaser, transferee or lessee of the Fee Property shall be subject to all of the duties and obligations imposed hereby for the full term of this Agreement. Each and every contract, deed, ground lease or other instrument affecting or conveying the Fee Property or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or other instrument. Notwithstanding any contrary provision hereof, 14 Non -Order Search Doc: CASCLR:23766007 Page 14 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 15 of 25 the Parties each acknowledge and agree that the affordability restrictions and other covenants set forth in this Agreement shall be binding upon the Leased Parcel until the date the Lease is terminated. 13. Recordation. This Agreement shall be recorded against the Fee Property in the Official Records of Santa Clara County. 14. Mortgagee Protection, No violation of any provision contained herein shall defeat or render invalid the Hen of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Fee Property, and the purchaser at any trustee's sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. 15. Default and Remedies. Owner's default in the performance of any term, provision or covenant under this Agreement and failure to cure such default within ninety (90) days following receipt of notice of default to Owner, or if the nature of any such non -monetary default is such that it cannot be cured within ninety (90) days, Owner's failure to commence to cure the default within ninety (90) days and thereafter prosecute the curing of such default with due diligence and in good faith shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default and its continuation beyond any applicable cure period, City or County may bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief, or pursue any other remedy allowed under law or in equity. 16. Miscellaneous. 16.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by all of the Parties. 16.2 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (1) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. City: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Attention: James Keene, City Manager 15 Non -Order Search Doc: CASCLR:23766007 Page 15 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 16 of 25 With a copy to: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Attention: Beth Minor, City Clerk City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Attention: Hillary Gitelman, Director of Planning and Community Environment County: County of Santa Clara 70 W. Hedding Street, East Wing, 10th floor San Jose, CA 95110 Attention: Jeff Smith, County Executive With a copy to: County of Santa Clara 70 W. Hedding Street, East Wing, 10th floor San Jose, CA 95110 Attention: Megan Doyle, Clerk of the Board of Supervisors County of Santa Clara Office of Supportive Housing 3180 Newberry Drive, Suite 150 San Jose, CA 95118 Attention: Ky Le, Director Owner: c/o Santa Clara County Housing Authority 505 W. Julian Street San Jose, CA 95110 Attention: Katherine Harasz, Executive Director 16.3 Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. 16.4 Parties Not Co -Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co -venturers, or principal and agent with one another. The relationship of the Parties shalt not be construed as a joint venture, equity venture, partnership or any other relationship. 16 Non -Order Search Doc: CASCLR:23766007 Page 16 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 17 of 25 16.5 Headings: Construction. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. 16.6 Governing Law: Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Santa Clara County, California or in the Federal District Court for the Northern District of California. 16.7 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements of the Parties with respect thereto. 16.8 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. 16.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 16.10 Assignment. The City and County agree to approve assignments of this Agreement to: (e) a limited partnership whose general partner is a nonprofit public benefit corporation or a limited liability company that is controlled by or affiliated with Owner, or (b) a nonprofit public benefit corporation controlled by or affiliated with Owner, provided the City and County shall have approved the formation documents of the transferee and the executed assignment and assumption agreements between Owner and the transferee, in the reasonable discretion of the City and County. The City and County hereby approve the assignment of all of Owner's rights and obligations under this Agreement to Poco Way HDC, Inc., a California nonprofit public benefit corporation. SIGNATURES ON FOLLOWING PAGES. 17 Non -Order Search Doc: CASCLR:23766007 Page 17 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 18 of 25 IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above. CITY: CITY OF PALO ALTO, a municipal corporation SIGNED IN By: COl1NTPRPART James Keene, City Manager SIGNED IN Attest: COUNTERPART Beth Minor, City Clerk Approved as to form: SIGNED IN COUNTERPART Molly S. Stump, City Attorney COUNTY: COUNTY OF SANTA CLARA, a political subdivision of the State of California By: Ky Le, Director, Office of Supportive Housing Approyd asto rm and legality: Elizabeth G. Pianca, Lead Deputy County Counsel OWNER: Santa Clara Counpfag l g Authority, a public body corporate and politic By: COUNTERPART Katherine Harasz, Executive Director Approved as to form: SIGNED IN COUNTERPART Brian Doyle, General Counsel 18 Non -Order Search Doc: CASCLR:23766007 Page 18 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 19 of 25 Beth Minor, City Clerk Attest: IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above. CITY: CITY OF P By: of James Keene, City Manager a municipal corporation Ed Shikada, Acting City Manager on behalf Approved to fo Molly S. Stump, City ttorney COUNTY: COUNTY OF SANTA CLARA, a political subdivision of the State of California By, SIGNED IN Ky Le, Director,'urnce oSupportive Housing SIGNED IN COUNTERPART Megan Doyle, Clerk of the Board of Supervisors Approved as to forrtiogegility: COUNTERPART Elizabeth G. Pianca, Lead Deputy County Counsel OWNER: Santa Clara County Housing Authority, a public body corporate and politic SIGNED IN By: COUNTERPART Katherine Harasz, Executive Director Approved as to form: SIGNED IN COUNTERPART Brian Doyle, General Counsel 18 Non -Order Search Doc: CASCLR:23766007 Page 19 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 20 of 25 Attest: IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above. CITY: CITY OF PALO ALTO a municipal corporation SIGNED IN By: COUNTERPART James Keene, City Manager SIGNED IN COUNTERPART Beth Minor, City Clerk Approved as to form: SIGNED IN COUNTERPART Molly S. Stump, City Attorney COUNTY: COUNTY OF SANTA CLARA, a political subdivision of the State of California SIGNED IN By: COUNTERPART Ky Le, Director, Office of Supportive Housing Approved as to fgf ggegality: COUNTERPART Elizabeth G. Pianca, Lead Deputy County Counsel OWNER: :;nta Clara �/oyxft ing ority, a public body corporate and politic : ,J fir_' Katherine Harasz, Executive Dire for Approved a to form: Bri Doyle, Gene I Counsel 18 Non -Order Search Doc: CASCLR:23766007 Page 20 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 21 of 25 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 ) ss County of Santa Clara ) On '2q 54)--r020,1 , before 10( (Name of Notary) notary public, personally appeared , it who proved to me on the basis of satisfactory evidence to be the persortsfwhose nam jds are subscribed to the within instrument and acknowledged to me thatiOshe/they executed the same in Beier/their authorized capacity! ), and that b ih 7her/their signature f on the instrument ,the personal, 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. (Notary Signature) 19 BETH D. MINOR COMM. 02152559 z — "�' • Notary Public • Calitornla �o a \mot" ,� Santa Oar' COunty o Caren • es II 2020 Non -Order Search Doc: CASCLR:23766007 Page 21 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 22 of 25 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 ) ss County of Santa Clara On • 27 2017 , before me, bc±odlorips (Name of Notary) notary public, personally appeared k� I/ who proved to me on the basis of satisfactdry evidence to be the person0 whose name(4 is/ate. subscribed to the within instrument and acknowledged to me that he/sheik-hey executed the same in his/her/their authorized capacity(i4), and that by his/tief,their signature0 on the instrument the person!), or the entity upon behalf of which the person(0 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand nd official eal. (Notary Signature) 19 ,�' N�ENA R. BATALL (II , :LA:" COMM. NO. 2133685 � ,l� � NOTARY PUBLIC - CALIFORNIA ;r + SANTA CLARA COUNTY N ) MY COMM. EXPIRES NOV. 12, 2019 4i� S%? ek. 4 .G. A O __F •Y' '•. NCENA R. BATALLOfE5 ( COMM. NO, 2133685 = NOTARY PUBLIC - CALIFORNIA co SANTA CLARA COUNTY w } MY COMM, EXPIRES NOV. 12, 2019 Non -Order Search Doc: CASCLR:23766007 Page 22 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 23 of 25 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 Santa Clara On September 26, 2017 before me, H. Nguyen, notary public (insert name and title of the officer) personally appeared Katherine Harasz who proved to me on the basis of satisfactory evidence to be the pers• = whose name(s{;Sfare subsc 'bed to the within instrument and acknowledge • me that h- shithey executed the same in hi er eir authorized capacity, and that by hi /her their signat -(.0 on the instrument the pe on(p', or the entity upon be a1f of which the pers• (,2) acted, executed the instrument. 1 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 H. NGUYEN Commission # 2092740 Notary Public - California Santa Clara County 7_ ` _ _ MY Co�m. Expires Dec 8, 2018 Non -Order Search Doc: CASCLR:23766007 Page 23 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM DOC #23766007 Page 24 of 25 Exhibit A FEE PROPERTY The land is situated in the County of Santa Clara, City 'of Palo Alto, State of California, and is described as follows: PARCEL 1, AS SHOWN ON THAT CERTAIN MAP FILED SEPTEMBER 7, 2017 IN BOOK 906 OF MAPS, PAGES 29-35, SANTA CLARA COUNTY RECORDS. PARCEL TWO: A NON-EXCLUSIVE EASEMENT, APPURTENANT TO PARCEL ONE ABOVE, FOR PEDESTRIAN AND VEHICULAR INGREE, EGRESS AND ACCESS, INCLUDING EMERGENCY VEHICLE ACCESS, AS SET FORTH IN THAT CERTAIN "GRANT OF ACCESS EASEMENT" RECORDED Sept. 29 , 2017 AS INSTRUMENT NO. '2 , 4.3'1 VI OF OFFICIAL RECORDS. APN: 137-12-001 137-11-102 (Affects a portion) 137.11-071 (Affects a portion) OAK #4822-5762-0812 v13 22 Non -Order Search Doc: CASCLR:23766007 Page 24 of 25 Requested By: t.moralez, Printed: 10/3/2017 2:27 PM Attachment C Project Plans In order to reduce paper consumption, a limited number of hard copy project plans are provided to Council members for their review. The same plans are available to the public, at all hours of the day, via the following online resources. Directions to review Project plans online 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “3980 El Camino Real” and click the address link 3. On this project specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage 3980 El Camino Real – City of Palo Alto, CA Monday, March 4 Santa Clara County Housing Authority (SCCHA) and Van Meter Williams Pollack (VMWP) City Council Study Session Buena Vista Mobile Home Park Today’s Agenda 02 03 05 Mobile Home Park and Building Form 01 Development Introduction Integrating Community Input 04 Entitlements Community Workshop Series Recap Next Steps 06 01 Development Introduction Meet the Team: Owner & Developer - Santa Clara County Housing Authority Making Homes, Growing Communities Meet the Team: Architect - Van Meter Williams Pollack Passionate People Sustainable Design Project Goals Improve amenities and utilities Preserve ownership Housing remains affordable Housing for all current residents/ families #1 #2 #3 #4 02 Community Workshop Series Recap Town Hall #6: Co-creation Design Activities Resident Engagement Process Town Hall #4: Property Tours Phase 4 //// Co-CreationPhase 3 /// Education and Choices Phase 2 // Envisioning Change Phase 5 ///// AccountabilityPhase 1 / Listening and Reassurance March 2023 2023-2024January 2023 Town Hall #5: Q&A + Motel Deconstruction Update Resident Engagement Timeline Town Hall #7: Final Design Feedback Session Summer 2023 Phase 1 / Listening and Reassuring Our first Town Hall, ”Reconnection,” aimed to reconnect with residents after the community engagement process was paused due to the pandemic. Here, we shared the updates on development and engagement timeline, resident rights, and debuted major project wins: 1) Housing for all current residents/families; 2) Housing to remain affordable; 3) Preservation of ownership for current owners; and 4) Improvement of amenities and utilities. Phase 2 // Envisioning Change The second phase was meant to inspire residents with options of what the future might look like - challenging preconceived notions of what affordable apartments can look and feel like. This included three apartment building property tours where residents were asked to take photos of design elements they liked, and note ones they didn't about each of the properties. This phase also included on-site tours of a new model coach and off-site open house. Phase 3 /// Education and Choices During this time, residents learned their housing options. Our next step was to acknowledge the intricacies of making those choices. During this phase, we slowed down and hosted in-depth education series about the following topics to help residents decide which of their options to take: ●Financial Overview for Homeowners Series ●HQS and Home Maintenance Series Session ●Renters Workshop Phase 4 //// Co-creation Our first design exercise aimed at building trust. We provided a survey to residents regarding the Motel Demolition - asking them what temporary use would be the best use for the site while we awaited construction. Our next co-creation event, we hosted the Town Hall 5: “Information & Ideas Session.” During this session, we collected input based on themes we heard from previous engagement events such as amenity space look and feel, architectural style, and site plan design. Phase 5 ///// Accountability At Town Halls 6 & 7: “Accountability Design Updates,” we celebrated the design updates influenced by resident input. These moments were showcased using diagrams, callouts, and other graphics to explain what we’ve heard from residents and how that input has influenced the design. 03 Mobile Home Park And Building Form Fred Pollack, Van Meter Williams Pollack LLP Site Context LO S R O B L E S A V E EL CA M I N O R E A L Buena Vista Mobile Home Park Multifamily Apts (Oak Manor) Multi-tenant Retail building Multifamily Apts (3898 Magnolia Dr) Gas Station & Auto RepairStudent housing (Montage Apartments) Townhomes (Villas De Las Plazas) Single family homes Single family homes RM-30 RM-30 PC-2930 R-1 R-1 RM-20 CN CN CN RM-20 2 STORIES ~25’ 1 STORY ~20’ 2 STORIES ~20’ Proposed Development UPGRADED MOBILE HOME PARK: Buena Vista MHP (N) APT BLDG: Buena Vista Commons Street frontage improvements LO S R O B L E S A V E EL CA M I N O R E A L Overall Site Plan: Current design Buena Vista Commons 04 Integrating Community Input Flaherty Ward, Santa Clara County Housing Authority & Fred Pollack, Van Meter Williams Pollack Mobile Home Sizing Resident feedback: 2-bedroom mobile home units were too small 53%: Average Increase for mobile home sizes per unit type Apartment Unit Sizing Resident feedback: Residents wanted their homes to have more space. 44%: Average Increase for apartment sizes per unit type Building Massing + Orientation Apartment building flipped around to open up to mobile home park Resident feedback: Previous apartment building massing created a wall facing the mobile home park Color and Material Preferences Resident feedback: Residents gravitated towards vibrant color palettes instead of neutral palettes during preference surveying Material and Color palette reflect the vibrancy of Buena Vista Resident Privacy Resident feedback: Dedicated yards with privacy are important to maintain in the future park Proposed privacy fencing between mobile home units Landscape Design Resident feedback: Currently there no open spaces or outdoor seating at Buena Vista Programmed open spaces with seating planned Resident feedback: There are lots of kids in Buena Vista and they need a place to play Playground now central to the site layout Landscape Design Active open spaces now located centrally, not behind any units Resident feedback: Noisy open spaces behind mobile home units are not preferred More planting areas and trees were added Resident feedback: Buena Vista currently doesn’t have many trees Community Amenities: Community + Teen Room Resident feedback: Community room isolated inside the apartment building felt like it was not shared among all residents Community space now centrally- located in the courtyard, oriented toward MHP, accessible to all residents Resident feedback: Homework Club is an important part of the Buena Vista community and supports the kids who live here Dedicated Teen Room added now - can host and expand the homework club Site Design Unprogrammed/flex courtyard space provided for outdoor community events Resident feedback: Large events like the Posada are important to Buena Vista residents, and space for these should exist in the future layout Added large space for outdoor BBQ area Resident feedback: Barbecue would be used a lot by the residents and families for gatherings and events Community Amenities Resident feedback: Families with bikes would like a bike room for bike storage so they can make the most of their new apartment Resident feedback: Residents moving from the park to an apartment will need extra storage space. Bike Room added in apartment building Storage spaces added Site Design Resident feedback: There are lots of dogs at Buena Vista, residents need an area nearby where their dogs can go Resident feedback: Current mail area feels very exposed, no protection from weather Dog run/pet relief area now added (not next to any units) Indoor/covered mail areas planned in apartment building and mobile home park Site Safety Ample site lighting planned Resident feedback: More light at night time would improve security at Buena Vista Perimeter fencing and camera system planned Resident feedback: Security at Buena Vista needs to be updated Property Management & Services Feedback: Residents might feel uncomfortable with Property Management office and Resident Services offices being too close together Resident feedback: Property Management should be able to monitor who is coming in and out of the park for safety Apartment building lobby and office located at the entry corner, along main street (eyes on the street) Property Management office and Resident Services offices now separate 05 Entitlements Fred Pollack, Van Meter Williams Pollack LLP Entitlements Key information Site area 1.69 acres Zoning RM-20 Low-density Multifamily Comprehensive Plan Multifamily Residential State Laws Used State Density Bonus Law SB-330, AB 1763 06 Next Steps Flaherty Ward, Santa Clara County Housing Authority Vesting Tentative Map Regulatory Agreement 2017 Regulatory Agreement 2024 Proposed Changes 1.One agreement that sets a floor of 100 affordable units and ensures 100% affordable when any moderate or high-income households vacate. 2.80% AMI units are not to exceed 60% rents and 120% units are not to exceed 110% rents. 3.Has references that are now or will be obsolete, such as leased land, capital investment requirement and base rent. 1.Two agreements with a sum of 105 units and ensures 100% affordable when any moderate or high-income households vacate. 2.Simplifies rent levels so that 80% units are not to exceed 80% AMI rents and units at 120% AMI are not to exceed 120% AMI rents. 3.Removes obsolete references, such as leased land, capital investment requirement and base rent. 4.Property transfer is allowed between entities controlled by SCCHA. Any changes are also to be reviewed by the County. Design Solutions to Lower Cost Relocation Plan Everyone has a home at Buena Vista! Relocation Plan coming soon Milestone Schedule February 2024 Submit for Apartment Entitlements Spring- Summer 2024 Apply for HCD Permits (Mobile Home Park) Summer 2024 Approval for: Entitlements, T-Map and Reg Agreement All funding applications due (Apartment) Fall/Winter 2024 Mobile Home Park Starts Construction Utility make-ready work that will not displace residents Spring 2025 Apartment Starts Construction Mobile Home Replacements Begin Residents Move Temporarily Construction Completion Q4 2025 Mobile Home Park Construction Complete Q4 2026 Apartment Construction Complete THANKS! Santa Clara County Housing Authority Van Meter Williams Pollack Engage FORA From:slevy@ccsce.com To:Council, City; Lait, Jonathan; Flaherty Ward Subject:Buean Vista study session Date:Saturday, March 2, 2024 12:01:52 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Mayor Stone and council members, Please support the Housing Authority's latest proposal for Buena Vista Flaherty and the staff have worked tirelessly with residents to reach this design that meets the minimum unit threshold while also meeting the requirements for safe preservation of new mobile home units. She has kept me abreast of their developments during the past year. Also if appropriate, please support their requests for financial support for the apartment complex. thank you Stephen Levy From:jstepak@aol.com To:Council, City Subject:Comments for Study Session re: Redevelopment of Buena Vista Mobile Park (Mar 4, 2024) Date:Friday, March 1, 2024 2:04:27 PM Some people who received this message don't often get email from jstepak@aol.com. Learn why this is important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear City Council Members, I'm writing today with comments regarding the Study Session to Provide Early Feedback About the Proposed Redevelopment of Buena Vista Mobile Home Park at 3980 El Camino Real on March 4, 2024. My primary request would be for the updated design of the mobile home park to remove the entrance that is on Los Robles and only have an entrance on El Camino. The key reason for this request is to reduce the car traffic going in and out of the mobile home park and also on Los Robles as this is a primary bicycle route for Gunn High School students and the reduction of car traffic will help these students have a safer ride. If an entrance to the mobile home park is absolutely required on Los Robles, the second best design would be to move the entrance on Los Robles closer to El Camino, at least east of Villa Vera. This will reduce the car traffic to and from the mobile home park through the town home complex - to/from Los Robles through Villa Vera, Villa Real, and Villa Vista to/from Vista Avenue. These cars are going very fast through the town home complex only to pass through and do not visit any residents there. In addition, the cars going to/from the mobile home park to/from Villa Vera are also passing across the path of students bicycling home from Gunn High School toward El Camino which impacts these students' safety. Thanks very much for your attention to these requests. Our children's safety is a priority. Sincerely, Jane Stepak Palo Alto, CA 94306