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 CITY COUNCIL AGENCY AGENDA ITEM NO. 23



Meeting Date: November 12, 2002

Subject/Title: Approval of Resolution No. _____, Approving and Authorizing the Execution of a Disposition and Development Agreement between the Brentwood Redevelopment Agency and Christian Church Homes for the Development of Sycamore Place II within the North Brentwood Redevelopment Project Area

Submitted by: Howard Sword, Economic Development/Redevelopment Director
Gina Rozenski, Redevelopment Analyst 

Approved by: John Stevenson, City Manager


RECOMMENDATION 
By resolution, approve and authorize an execution of a Disposition and Development Agreement between the Brentwood Redevelopment Agency and Christian Church Homes for the development of a 40-unit, very low income, senior apartment complex, known as Sycamore Place II, at 161 Sycamore Avenue within the North Brentwood Redevelopment Project Area.

PREVIOUS ACTIONS
In June 2000, the City Council approved an option to purchase for the sale of 161 Sycamore Avenue, currently housing the City’s Corporation Yard, in the amount of $400,000 for the development of a very low income, senior apartment complex, similar to the existing Sycamore Place I complex at 1100 Sycamore Court.

In May 2001, the City’s Right of Way Department performed an appraisal that resulted in a land value of $530,722 for the City’s Corp Yard. This was confirmed by an updated appraisal dated January 3, 2002.

On March 29, 2001, Contra Costa County approved a contribution of HOME funding in the amount of $455,000 to the Sycamore Place II project.

On November 1, 2001, the project received approval for Department of Housing and Urban Development (“HUD”) Section 202 funding in the amount of $4,167,199. While the original Sycamore Place I project took three separate attempts to finally receive HUD approval, CCH’s application for Sycamore Place II was awarded on its first submittal.

To formalize the sale approval, on February 12, 2002, the City Council approved a Purchase and Sale Agreement to sell its 2.57-acre parcel at 161 Sycamore Avenue to the Brentwood Redevelopment Agency in the amount of the appraised value of $530,722 for the development of the Sycamore Place II senior housing project, by its Resolution No. 2455. 

On May 22, 2001, the Brentwood Redevelopment Agency approved a contribution of $454,699 from its Low and Moderate Housing Fund to the Sycamore Place II project.

On January 8, 2002, by Resolution No. RA-37, the Brentwood Redevelopment Agency approved a contribution from its Low and Moderate Housing Fund to the Sycamore Place II project in the amount of $585,421. The increase from the original $454,699 approval to $585,421 was directly caused by the increase in the appraised value of the land from the original estimate of $400,000 to $530,722, for which the City wishes full consideration and payment.

BACKGROUND
The Agency’s committed financial contribution from its Low and Moderate Housing Fund to Sycamore Place II consists of the following components:

1. Value of Land (to be disbursed to City through escrow) $530,722
2. Title and escrow fees 10,000
3. General project management and overhead costs 44,699
Total $585,421

The total cost of the project is currently valued at $5,207,620, as shared by proposed funding sources as follows:

1. HUD 202 Funds $4,167,199
2. County HOME Funds 455,000
3. Brentwood Redevelopment Agency L/M Funds 585,421
Total $5,207,620

Christian Church Homes proposes to develop a 40-unit senior apartment complex, known as Sycamore Place II. Development will consist of 39 one-bedroom units and 1 two-bedroom unit for the on-site manager, and a community building. The community building will contain the manager’s office, laundry room, community room, kitchen and maintenance room. There will be a patio and outdoor sitting areas around the community building. Each of the units will come equipped with a refrigerator, oven/range, garbage disposal, and central heating and air conditioning. The grounds will be landscaped and include a community gardening area. The site will be fully fenced and a pedestrian connection to Sycamore Place I shall be installed. Sycamore Place II shall be of similar architecture, style and unit size as the original Sycamore Place I. Like Sycamore Place I, Sycamore Place II will be owned and managed by Christian Church Homes.

The current tenant mix for the existing 40-unit Sycamore Place I is 2 couples, 3 single men and 34 single women, the occupancy rate is 1.05 persons per household, and the vacancy rate is below 3%. The largest age group is the 70-79 age bracket with 47% of units. The average annual income for tenants is $12,300, and rental rates must be no more than 30% of their adjusted monthly income. In most cases, tenants’ monthly rents are typically in the range of $250 per month, about one-third to one-quarter less than the going rate for the area. A similar tenant mix and occupancy/vacancy rates are expected for Sycamore Place II. The term of the HUD mortgage and the Agency’s Regulatory Agreement is 55 years, but Christian Church homes is committed to maintaining this level of affordability in perpetuity. 

As a condition of funding, HUD requires that the site be conveyed from to Christian Church Homes no later than May 1, 2003. Christian Church Homes has applied for a short extension of time on the commencement of construction.

ANALYSIS
Since the Redevelopment Agency is directly contributing to the development of these units, a 15% inclusionary housing obligation of 6 units is triggered, per Health & Safety Code Section 33413(b)(1). But this project itself is adding 39 very-low income dwelling units to the Agency’s inventory of inclusionary housing, essentially meeting the 6-unit obligation and providing an additional 33 affordable units. The units will be deed- and rent-restricted for a period of 55 years.

Proceeding with this project is consistent with the Redevelopment Plan and the Five-Year Implementation Plan to provide affordable housing, while also complying with inclusionary housing requirements and removing obstacles to infill residential development. The project integrates the proposed residential use with the surrounding existing uses, which, in turn, strengthens the immediate neighborhood and the community in general. Furthermore, the proceeds from the sale of the City’s Corporation Yard will subsidize the costs associated with moving the Corporation Yard to the Sunset Industrial Complex.

The need for senior housing is critical in our community, as evidenced by a waiting list of 70 applicants for Sycamore Place I. While HUD 202 program forbids the establishment of a local preference to serve primarily Brentwood seniors, the percentage of Sycamore Place I residents who are from Brentwood or have family living in the immediate surrounding area, and those on the waiting list, is above 75%. 

The Corp Yard site is owned by the City, and is tax-exempt from property taxes. As such, the Redevelopment Agency receives no tax increment from this parcel. Christian Church Homes is a non-profit agency, and will also be exempt from paying property taxes. The Redevelopment Agency will receive no tax increment from the proposed development.

Prior to entering into the Disposition and Development Agreement, Christian Church Homes required financial assistance with predevelopment costs related to the project. The Agency and Christian Church Homes entered into a Predevelopment Loan Agreement wherein the Agency would use a portion of the committed funds to provide a short-term loan to Christian Church Homes in an amount not to exceed $175,000. As of this date, $34,052 has been loaned to Christian Church Homes for this project, and is evidenced by a Promissory Note. 

Prior to conveyance of the site on May 1, 2003, Christian Church Homes must complete the following:
1. Submit to Redevelopment Staff evidence of financing necessary for the acquisition and development of the site.
2. Submit and receive City approvals for all land use entitlements and development standards. 
3. Deposit into escrow an amount equal to the advanced Predevelopment Costs.
4. Deposit into escrow a Deed of Trust and a Promissory Note securing a loan to the benefit of the Redevelopment Agency in the amount of $530,722 for recordation against the title of the property. The Deed of Trust and Promissory Note will evidence a 55-year loan bearing interest at a rate of 3% per annum, simple interest. The outstanding principal and all accrued interest shall be due and payable in full 55 years from the date of recording the Deed of Trust. 
5. Deposit into escrow an executed Affordable Housing Agreement to deed restrict the units for a period of not less than 55 years.

As required, a Section 33433 report, known as a Re-Use Summary Report, was prepared for the Project, and is attached. The Summary Report describes the project, outlines the Developer and the Agency responsibilities under the DDA, summarizes the net cost of the DDA to the Agency, presents the highest and best use value of the property, estimates the re-use value of the property with the conditions and covenants imposed by the Agency, and explains why the project assists in the elimination of blight.

The Agency is entering into this Agreement in order to achieve its objectives of removing obstacles and blighting influences to infill residential development, facilitate and encourage private investment, and provide additional housing opportunities in the area. The Agreement meets the goals set forth in the Agency’s Redevelopment Plan as well as the objectives in the Five-Year Implementation Plan.

The Agency prepared an Initial Study wherein it was determined that the Project qualifies for a categorical exemption as an In-Fill Development under the CEQA Guidelines Section 15332. A Notice of Exemption will be prepared as the Project receives City-approved land use entitlements. 

A notice was published in the local newspaper on October 30 and November 6, 2002, announcing the availability of the proposed DDA, Summary Report and Initial Study for public review, and announcing the consideration of this Project by both the City Council and Redevelopment Agency at public hearings scheduled for November 12.

FISCAL IMPACT
The City will receive $530,722 at close of escrow for the sale of 161 Sycamore Avenue. These funds will be used to subsidize the cost of relocating the Corporation Yard to Sunset Industrial Complex. 

The cost of the project to the Agency is $585,421, and will be funded by the Agency’s Low and Moderate Housing Fund 302. Christian Church Homes will execute a Promissory Note and Deed of trust in the amount of $530,722, the cost of the land. The loan is payable in full at the end of 55 years with 3% simple interest. The Low and Moderate Housing Fund is stable and healthy, and can financially support the Christian Church Homes’ Sycamore Place II project.

Attachments:
1) Resolution 
2) Disposition & Development Agreement with attachments 
3) Summary Report 
4) Initial Study 
















CITY COUNCIL RESOLUTION NO. 

RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD AND CHRISTIAN CHURCH HOMES, INC.

WHEREAS, the Redevelopment Agency of the City of Brentwood (the “Agency”) is carrying out the Merged Area Redevelopment Plan (the “Redevelopment Plan”); and

WHEREAS, the Agency has received a proposed Disposition and Development Agreement (the “DDA”) from Christian Church Homes, Inc., a California non-profit corporation (the “Developer”) which provides for the sale of certain real property (the “Site”) to the developer for construction of a thirty-nine (39) unit very low-income senior housing project plus one (1) manager’s unit (the “Project”); and

WHEREAS, based on the results of an initial study (the “Initial Study”), the Agency determined that the approval of the proposed DDA by the Agency is categorically exempt from the provisions of the California Environmental Quality Act (“CEQA”) under Section 15332 of the Guidelines for the California Environmental Quality Act (the “Guidelines”); and

WHEREAS, the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.) provides in Section 33431 that any sale or lease of Agency property may be made only after a public hearing of the Agency after publication of notice as provided by law; and

WHEREAS, the Community Redevelopment Law provides in Section 33433 that before any property acquired, in whole or in part, with tax increment monies, is sold or leased for development pursuant to a redevelopment plan, such sale or lease shall first be approved by the legislative body after a public hearing, that notice of the time and place of the hearing shall be published in a newspaper of general circulation in the community twice for at least two (2) successive weeks prior to the hearing, and that the Agency shall make available for public inspection a copy of the proposed sale or lease and a summary of the financial aspects of the proposal; and

WHEREAS, notice of public hearings by the City Council of the City of Brentwood (the “City Council”) and the Agency was published in the Contra Costa Times /Ledger on October 30 and November 6, 2002; and 

WHEREAS, the Agency has prepared a report (the “Report”) pursuant to Section 33433 of the Health and Safety Code containing a copy of the proposed DDA and a summary describing the cost of the DDA to the Agency, the value of the property interest to be conveyed, the purchase price and other information required by said Section 33433, and said report was made available to the public for inspection; and

WHEREAS, on November 12, the Agency and the City Council held public hearings to consider and act on the disposition and development of the Site pursuant to the DDA.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BRENTWOOD DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The City Council hereby finds and determines that the sale of the Site to the Developer, and development of the Project on the Site pursuant to the DDA will assist in the elimination of blight within the redevelopment project area. This finding is based upon the fact that the Site is being sold for purposes of development on the Site of a thirty-nine (39) unit very low-income senior housing project plus one (1) manager’s unit, in accordance with and in implementation of the Redevelopment Plan. This finding is further based upon the additional facts and information contained in the Report.

Section 2. The City Council hereby finds and determines that the consideration for the Site to be paid by the Developer pursuant to the DDA is not less than the fair market value at its highest and best use in accordance with the Redevelopment Plan. This finding is based upon the facts and information contained in the Report. 

Section 3. The City Council hereby finds and determines that the acquisition and sale of the Site pursuant to the DDA is consistent with the Implementation Plan for the Merged Redevelopment Project. This finding is based on the facts contained in the Report. 

Section 4. Based on the Initial Study, the City Council hereby determines that approval of the proposed DDA by the Agency is categorically exempt from CEQA under Section 15332 of the Guidelines.

Section 5. The City Council hereby approves the sale of the Site pursuant to the DDA and authorizes and directs the Agency to execute the DDA substantially in the form attached hereto. 

PASSED AND ADOPTED this day of , 2002, by the following vote:

AYES:
NOES:
ABSENT:
ABSTAIN:



Michael McPoland, Mayor


ATTEST:


Karen Diaz, City Clerk






DISPOSITION AND DEVELOPMENT AGREEMENT
By and Between
REDEVELOPMENT AGENCY OF
THE CITY OF BRENTWOOD
and
CHRISTIAN CHURCH HOMES, INC.
a California nonprofit corporation
North Brentwood Redevelopment Project
Sycamore Place II Senior Housing Project

TABLE OF CONTENTS
Page
I. [§100] SUBJECT OF AGREEMENT 1
A. [§101] Purpose of This Agreement 1
B. [§102] The Redevelopment Plan 1
D. [§103] The Site 1
E. [§104] Parties to This Agreement 2
1. [§105] The Agency 2
2. [§106] The Developer 2
F. [§107] The Project 2
G. [§108] Prior Approvals of the Project 2
II. [§200] DISPOSITION OF THE SITE 3
A. [§201] Sale and Purchase 3
B. [§202] Contingencies to the Disposition 3
C. [§203] Escrow 3
D. [§204] Conveyance of Title and Delivery of Possession 6
E. [§205] Condition of Title 6
F. [§206] Form, Time for and Place of Delivery of Deed 6
H. [§207] Title Insurance 7
I. [§208] Taxes and Assessments 7
J. [§209] Conveyance Free of Possession 7
K. [§210] Zoning of the Site 7
L. [§211] Inspections; Condition of the Site 7
M. [§212] Preliminary Work by the Developer 9
III. [§300] DEVELOPMENT OF THE SITE 10
A. [§301] Development of the Site by the Developer 10
1. [§302] Scope of Development 10
3. [§303] Construction Plans, Drawings and Related 
Documents 10
3. [§304] Cost of Construction 10
4. [§305] Construction Schedule 10
5. [§306] Bodily Injury, Property Damage and Workers’ Compensation Insurance 11
6. [§307] City and Other Governmental Agency Permits 11
7. [§308] Rights of Access 11
8. [§309] Local, State and Federal Laws 12
9. [§310] Antidiscrimination During Construction 12
C. [§311] Taxes, Assessments, Encumbrances and Liens 12
D. [§312] Prohibition Against Transfer of Site, the Buildings or Structures Thereon and Assignment of Agreement 12
E. [§313] Certificate of Completion 13
IV. [§400] USE OF THE SITE 14
A. [§401] Uses 14
B. [§402] Affordable Housing Covenant 14
C. [§403] Obligation to Refrain From Discrimination 14
D. [§404] Form of Nondiscrimination and Nonsegregation Clauses 14
E. [§405] Effect and Duration of Covenants 15
F. [§406] Rights of Access—Public Improvements and Facilities 16
V. [§500] DEFAULTS, REMEDIES AND TERMINATION 16
A. [§501] Defaults—General 16
B. [§502] Legal Actions 17
1. [§503] Institution of Legal Actions 17
2. [§504] Applicable Law 17
3. [§505] Acceptance of Service of Process 17
C. [§506] Rights and Remedies are Cumulative 17
D. [§507] Damages 17
E. [§508] Specific Performance 17
F. [§509] Remedies and Rights of Termination Prior to Conveyance of the Site to the Developer 18
1. [§510] Termination by the Developer 18
2. [§511] Termination by the Agency 18
VI. [§600] GENERAL PROVISIONS 19
A. [§601] Notices, Demands and Communications Between the Parties 19
B. [§602] Conflicts of Interest 19
C. [§603] Nonliability of Agency Officials and Employees 19
D. [§604] Enforced Delay: Extension of Times of Performance 19
E. [§605] Inspection of Books and Records 20
F. [§606] Plans and Data 20
VII. [§700] SPECIAL PROVISIONS 20
A. [§701] Amendment of Redevelopment Plan 20
B. [§702] Amendments to this Agreement 20
C. [§703] HUD Provisions 20
VIII. [§800] ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS 22
IX. [§900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY 22





Attachments

Attachment No. 1 Map of the Site
Attachment No. 2 Legal Description of the Site
Attachment No. 3 Schedule of Performance
Attachment No. 4 Form of Grant Deed
Attachment No. 5 Scope of Development
Attachment No. 6 Form of Promissory Note
Attachment No. 7 Form of Deed of Trust
Attachment No. 8 Form of Affordable Housing Covenant


DISPOSITION AND DEVELOPMENT AGREEMENT

THIS AGREEMENT is entered into as of the day of , 2002, by and between the REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD (the "Agency") and CHRISTIAN CHURCH HOMES, INC., a California nonprofit public benefit corporation (the "Developer"). The Agency and the Developer agree as follows:

I. [§100] SUBJECT OF AGREEMENT
A. [§101] Purpose of This Agreement
The purpose of this Agreement is to effectuate the Redevelopment Plan (the "Redevelopment Plan") for the North Brentwood Redevelopment Project by providing for the disposition and development of certain real property (the "Site").
The Developer intends to develop the Site as a thirty-nine (39) unit very low-income senior housing project (plus one (1) manager's unit) (the "Project"). The development of the Site pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City of Brentwood, California (the "City"), and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements.
Pursuant to Section 33334.2 of the California Health and Safety Code, the Agency has set aside 20% of tax increment revenues allocated to it to improve and increase the supply of affordable housing within the City of Brentwood. The Agency desires to use a portion of these monies to make a loan to Developer as hereinafter described.
B. [§102] The Redevelopment Plan
This Agreement is subject to the provisions of the Redevelopment Plan which was approved and adopted on July 9, 1991, by the City Council of the City of Brentwood, by Ordinance No. 496, as amended to date. The Redevelopment Plan, as it now exists and as it may be subsequently amended pursuant to Section 701, is incorporated herein by reference and made a part hereof as though fully set forth herein.
C. [§103] The Site
The Site is owned by the City and is a 2.57 acre parcel identified as Assessor's Parcel Number 016-160-041 and commonly known as 161 Sycamore Avenue, Brentwood, California. The Site is shown on Attachment No. 1, attached hereto and incorporated herein by reference. The proposed legal description of the Site is attached to this Agreement as Attachment No. 2, and incorporated herein by reference.
D. [§104] Parties to This Agreement
1. [§105] The Agency
The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.). The office of the Agency is located at 150 City Park Way, Brentwood, California 94513. "Agency," as used in this Agreement, includes the Redevelopment Agency of the City of Brentwood and any assignee of or successor to its rights, powers and responsibilities.
2. [§106] The Developer
The Developer is a California nonprofit corporation. The principal office of the Developer is 303 Hegenberger Road, Suite 201, Oakland, California 94621-1419. Wherever the term "Developer" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided.
The qualifications and identity of the Developer are of particular concern to the City and the Agency, and it is because of such qualifications and identity that the Agency has entered into this Agreement with the Developer. The Developer shall not assign all or any part of this Agreement without the prior written approval of the Agency. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. This Agreement may be terminated by the Agency pursuant to Section 511 hereof if there is any significant change (voluntary or involuntary) in the membership, management or control of the Developer prior to the completion of the development of the Site as evidenced by the issuance of a Certificate of Completion therefor.
E. [§107] The Project
The Project includes the development by Developer of a thirty-nine (39) unit very low-income senior housing project (plus one (1) manager's unit) to be funded primarily by the Department of Housing and Urban Development ("HUD") through its Section 202 Supportive Housing for the Elderly Program, with additional financial assistance from the Agency as hereinafter described and from the County of Contra Costa ("County") through its HOME program as hereinafter described.
F. [§108] Prior Approvals of the Project
On March 29, 2001 Developer received funding commitments from the County in the amount of up to FOUR HUNDRED FIFTY-FOUR THOUSAND SIX HUNDRED AND NINETY-NINE DOLLARS ($454,699) (the "HOME Funds"). On November 1, 2001 the Developer received notice of funding approval by HUD in the amount of FOUR MILLION ONE HUNDRED SIXTY-SEVEN THOUSAND FIVE HUNDRED AND FIFTEEN DOLLARS ($4,167,515) (the "HUD Funds"). 
On January 8, 2002 the Agency approved Resolution No. RA-37 approving the contribution of Low-Moderate Income Housing Funds of up to FIVE HUNDRED EIGHTY-FIVE THOUSAND FOUR HUNDRED AND TWENTY-ONE DOLLARS ($585,421) to Developer for development of the Site. 
On, June 24, 2002 the Agency and Developer entered into a Predevelopment Loan Agreement (the "Predevelopment Loan Agreement") which provides the terms and conditions under which the Agency will advance to the Developer certain specified Predevelopment Costs ("Predevelopment Costs") as further outlined in the Predevelopment Loan Agreement. As further set forth below, repayment of the outstanding principal, less the sum of FORTY-FOUR THOUSAND SIX HUNDRED NINETY-NINE DOLLARS ($44,699) which shall be considered a sponsor administration fee, shall be a condition of conveyance of the Site to the Developer.

II. [§200] DISPOSITION OF THE SITE
A. [§201] Sale and Purchase
In accordance with and subject to all the terms, covenants and conditions of this Agreement, the Agency agrees to sell, and the Developer agrees to purchase the Site for the sum of FIVE HUNDRED THIRTY THOUSAND SEVEN HUNDRED TWENTY-TWO DOLLARS ($530,722) (the "Purchase Price"). The Purchase Price will be paid by executing and depositing with the Escrow Agent prior to close of escrow a promissory note ("Promissory Note") in the form attached hereto as Attachment No. 6, in an amount equal to the Purchase Price. 
B. [§202] Contingencies to the Disposition
Developer's obligation to purchase the Site and Agency's obligation to sell the Site to the Developer shall be subject to Developer obtaining irrevocable and binding commitments for the HUD Funds and the HOME Funds sufficient to complete the Project. Any other financing to be obtained by the Developer for the Project shall be subject to the approval of the Agency, which approval will not be unreasonably withheld. No later than the time specified in the Schedule of Performance (Attachment No. 3), the Developer shall submit to the Agency evidence satisfactory to the Agency that the Developer has obtained financing necessary for acquisition and development of the Site. The Agency's obligation to sell the Site to the Developer shall also be contingent upon Developer repaying at close of escrow the outstanding principal balance and all accrued interest under the Predevelopment Loan Agreement less the sum of FORTY-FOUR THOUSAND SIX HUNDRED NINETY-NINE DOLLARS ($44,699), which shall be considered a sponsor administration fee ("Sponsor Administration Fee"). 
C. [§203] Escrow
Acquisition of the Site from the City and conveyance to the Developer shall be accomplished by concurrent escrows as set forth herein. The Agency agrees to open escrow with North American Title, 1115 Second Street, Brentwood, CA 94513 ("Escrow Agent"). This Agreement constitutes the joint escrow instructions of the Agency and the Developer, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary and consistent with this Agreement. The Agency shall cause the City to provide Escrow Agent with instructions regarding conveyance of the Site to the Agency. The Escrow Agent hereby is empowered to act under this Agreement, and, upon indicating its acceptance of the provisions of this Section 203 in writing, delivered to the Agency and to the Developer within five (5) days after the opening of the escrow, shall carry out its duties as Escrow Agent hereunder.
The Agency shall deposit with the Escrow Agent cash in the amount required to close escrow under the separate escrow instructions provided by the City. 
The Developer shall deposit in cash with the Escrow Agent an amount equal to the outstanding principal balance on the Predevelopment Loan Agreement, closing fees, charges and costs in accordance with the provisions of this Section 203 less the Sponsor Administration Fee. The Developer shall also deposit into escrow the following documents:
1. A Promissory Note in the form attached hereto as Attachment No. 6 in the principal amount of the Purchase Price.
2. A Deed of Trust securing the Promissory Note, in the form attached hereto as Attachment No. 7.
3. An Affordable Housing Covenant in the form attached hereto as Attachment No. 8.
4. Such other documents evidencing and securing the loan by the Agency as hereinafter described.
The Agency shall timely and properly execute, acknowledge and deliver a deed conveying to the Developer, title to the Site in accordance with the requirements of Section 204 of this Agreement. The Agency shall pay the costs necessary to place the title to the Site in the condition for conveyance required by the provisions of this Agreement.
Fees, charges and costs required to close escrow, including, without limitation, escrow fees, recording fees, notary fees, the premium for the title insurance policy required by the first paragraph of Section 207, ad valorem taxes, if any, upon the Site for any time prior to conveyance of title and any State, County or City documentary transfer tax, shall be allocated as follows:
1. The Agency shall pay such charges and costs up to a maximum of TEN THOUSAND DOLLARS ($10,000);
2. The Developer shall pay all such charges and costs in excess of TEN THOUSAND DOLLARS ($10,000).
Upon delivery of a grant deed to the Escrow Agent by the City conveying the Site to the Agency and provided title can be vested in the Developer in accordance with the terms and provisions of this Agreement and all other conditions to close of escrow have been satisfied or waived in writing, Escrow Agent shall record such grant deed and immediately thereafter record the grant deed delivered into escrow by the Agency pursuant to Section 206 of this Agreement. The Escrow Agent is authorized to:
1. Pay and charge the Agency and the Developer, respectively, for any fees, charges and costs payable under this Section 203. Before such payments are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the escrow;
2. Disburse FIVE HUNDRED THIRTY THOUSAND AND SEVEN HUNDRED TWENTY TWO DOLLARS ($530,722) to the City for the sale of the Site, and deliver the grant deeds, the Promissory Note, copies of the recorded instruments and other documents to the parties entitled thereto when the conditions of this escrow have been fulfilled by the Agency and the Developer; and
3. Record the grant deeds, the Deed of Trust, the Affordable Housing Covenant and any instruments delivered through this escrow, if necessary or proper, to vest title to the Site in the name of the Developer in accordance with the terms and provisions of this Agreement.
All funds received in this escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in a general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other such general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. All adjustments shall be made on the basis of a thirty (30) day month.
If this escrow is not in condition to close before the time for conveyance established in this Section 203 and consistent with the Schedule of Performance (Attachment No. 3), either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, terminate this Agreement in the manner set forth in Section 510 or 511 hereof, as the case may be, and demand the return of its money, papers or documents. Thereupon all obligations and liabilities of the parties under this Agreement shall cease and terminate in the manner set forth in Section 510 or 511 hereof, as the case may be. If neither the Agency nor the Developer shall have fully performed the acts to be performed before the time for conveyance established in this Section 203, no termination or demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. If any objections are raised within the ten (10) day period, the Escrow Agent is authorized to hold all money, papers and documents with respect to the Site until instructed in writing by both the Agency and the Developer or upon failure thereof by a court of competent jurisdiction. If no such demands are made, the escrow shall be closed as soon as possible. Nothing in this Section 203 shall be construed to impair or affect the rights or obligations of the Agency or the Developer to specific performance.
Any amendment of these escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment.
All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 701 of this Agreement for notices, demands and communications between the Agency and the Developer.
The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 203 through 207, both inclusive, of this Agreement.
Neither the Agency nor the Developer shall be liable for any real estate commissions or brokerage fees which may arise from this Agreement. The Agency and the Developer each represent that neither has engaged any broker, agent or finder in connection with this transaction.
D. [§204] Conveyance of Title and Delivery of Possession
Provided that the Developer is not in default under this Agreement and all conditions precedent to such conveyance have occurred, and subject to any mutually agreed upon extensions of time, conveyance to the Developer of title to the Site shall be completed on or prior to the date specified in the Schedule of Performance (Attachment No. 3). The Agency and the Developer agree to perform all acts necessary to convey title in sufficient time for title to be conveyed in accordance with the foregoing provisions.
Possession shall be delivered to the Developer concurrently with the conveyance of title, except that limited access may be permitted before conveyance of title as permitted in Section 212 of this Agreement. The Developer shall accept title and possession on or before the said date.
E. [§205] Condition of Title
The Agency shall convey to the Developer fee simple title to the Site free and clear of all recorded liens, encumbrances, assessments, leases and taxes except as are consistent with this Agreement, provided, however, that the Site shall be subject to easements of record.
F. [§206] Form, Time for and Place of Delivery of Deed
The Agency shall convey to the Developer title to the Site in the condition provided in Section 205 of this Agreement by grant deed in substantially the form set forth in Attachment No. 4, attached hereto and incorporated herein by reference. Subject to any mutually agreed upon extensions of time, the Agency shall deposit the grant deed for the Site with the Escrow Agent on or before the date established for the conveyance of the Site in the Schedule of Performance (Attachment No. 3).
G. [§207] Title Insurance
Concurrently with recordation of the grant deed, North American Title, or some other title insurance company satisfactory to the Agency and the Developer having equal or greater financial responsibility ("Title Company"), shall provide and deliver to the Developer a joint protection title insurance policy issued by the Title Company insuring that the title is vested in the Developer in the condition required by Section 205 of this Agreement and that the Agency's Deed of Trust is a valid lien against the Site in the amount of the Purchase Price subject only to the lien for the HUD Funds and a lien securing the HOME Funds, to be recorded before or after the Agency's Deed of Trust.
Concurrently with the recording of the grant deed conveying title to the Site, the Title Company, if requested by the Developer, shall provide the Developer with an endorsement to insure the amount of the Developer's estimated development costs of the improvements to be constructed upon the Site. The Developer shall pay the entire premium for any such increase in coverage requested by it.
H. [§208] Taxes and Assessments
Ad valorem taxes and assessments, if any, on the Site, and taxes upon this Agreement or any rights hereunder, levied, assessed or imposed for any period commencing prior to conveyance of title shall be borne by the Agency. All ad valorem taxes and assessments levied or imposed for any period commencing after closing of the escrow shall be paid by the Developer.
I. [§209] Conveyance Free of Possession
Except as otherwise provided in the Scope of Development (Attachment No. 5), attached hereto and incorporated herein by reference, the Site shall be conveyed free of any possession or right of possession by any person except that of the Developer and the easements of record.
J. [§210] Zoning of the Site
The zoning of the Site is R-3 which permits the development, construction, use, operation and maintenance of the Project in accordance with the provisions of this Agreement.
K. [§211] Inspections; Condition of the Site
1. Inspections. The Developer shall conduct the Developer's own investigation of the Site, its physical condition, the soils and toxic conditions of the Site and all other matters which in the Developer's judgment affect or influence the Developer's proposed use of the Site and the Developer's willingness to develop the Site pursuant to this Agreement. The Developer's investigation may include, without limitation, the preparation by a duly licensed soils engineer of a soils report for the Site. Within the time set forth therefor in the Schedule of Performance (Attachment No. 3), the Developer shall provide written notice to the Agency of the Developer's determinations concerning the suitability of the physical condition of the Site. If, in the Developer's reasonable judgment, the physical condition of the Site is in material respects unsuitable for the use or uses to which the Site will be put to the extent that it is not economically feasible for the Developer to develop the Site pursuant to this Agreement, then the Developer shall have the option either to (a) take any action necessary to place the Site in a condition suitable for development, at no cost to the Agency; or (b) terminate this Agreement pursuant to the provisions of Section 510 hereof. If the Developer has not notified the Agency of its determinations concerning the suitability of the physical condition of the Site within the time set forth in the Schedule of Performance (Attachment No. 3), the Developer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 211(1).
2. "As Is." The Agency has provided the Developer with all information of which it has actual knowledge concerning the physical condition of the Site, including, without limitation, information about any Hazardous Materials, as defined below. The Developer acknowledges and agrees that any portion of the Site that it acquires from the Agency pursuant to this Agreement shall be purchased "as is," in its current physical condition, with no warranties, express or implied, as to the physical condition thereof, the presence or absence of any latent or patent condition thereon or therein, including, without limitation, any Hazardous Materials thereon or therein, and any other matters affecting the Site.
3. Indemnity. The Developer agrees, from and after the date of recording of the deed conveying title to the Site from the Agency to the Developer under this Agreement, to defend, indemnify, protect and hold harmless the Agency and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Indemnitees") from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions (as defined herein), claims, losses, damages, fines, penalties, expenses, Environmental Response Costs (as defined herein) or costs of any kind or nature whatsoever, together with fees (including, without limitation, reasonable attorneys' fees and experts' and consultants' fees), whenever arising, and whether or not caused in whole or in part by the Agency, resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration and/or release of Hazardous Materials (as defined herein), at, on, in, beneath or from the Site (sometimes herein collectively referred to as "Contamination"). The Developer's defense, indemnification, protection and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim or demand regarding the Contamination, at the Developer's sole cost.
4. Release and Waiver. The Developer hereby releases and waives all rights, causes of action and claims the Developer has or may have in the future against the Indemnitees arising out of or in connection with any Hazardous Materials (as defined herein), at, on, in, beneath or from the Site. In furtherance of the intentions set forth herein, the Developer acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California which provides as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.
The Developer hereby waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or nonstatutory law of any other applicable jurisdiction to the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this Section 211.
5. Definitions.
a. As used in this Agreement, the term "Environmental Response Actions" means any and all activities, data compilations, preparation of studies or reports, interaction with environmental regulatory agencies, obligations and undertakings associated with environmental investigations, removal activities, remediation activities or responses to inquiries and notice letters, as may be sought, initiated or required in connection with any local, state or federal governmental or private party claims, including any claims by the Developer.
b. As used in this Agreement, the term "Environmental Response Costs" means any and all costs associated with Environmental Response Actions including, without limitation, any and all fines, penalties and damages.
c. As used in this Agreement, the term "Hazardous Materials" means any substance, material or waste which is (1) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of California law; (2) petroleum; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive materials; (6) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (7) defined as a "hazardous substance" pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903) or its implementing regulations; (8) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601); or (9) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property.
6. Materiality. The Developer acknowledges and agrees that the defense, indemnification, protection and hold harmless obligations of the Developer for the benefit of the Agency set forth in this Agreement are a material element of the consideration to the Agency for the performance of its obligations under this Agreement, and that the Agency would not have entered this Agreement unless the Developer's obligations were as provided for herein.
L. [§212] Preliminary Work by the Developer
Prior to the conveyance of title from the Agency, representatives of the Developer shall have the right of access to the Site at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement. The Developer shall hold the City and the Agency harmless for any injury or damages arising out of any activity pursuant to this Section. The Developer shall have access to all data and information on the Site available to the Agency, but without warranty or representation by the Agency as to the completeness, correctness or validity of such data and information.
Any preliminary work undertaken on the Site by the Developer prior to conveyance of title thereto shall be done only after written consent of the City and at the sole expense of the Developer. The Developer shall save and protect the City and the Agency against any claims resulting from such preliminary work, access or use of the Site. Copies of data, surveys and tests obtained or made by the Developer on the Site shall be filed with the Agency. Any preliminary work by the Developer shall be undertaken only after securing any necessary permits from the appropriate governmental agencies.

III. [§300] DEVELOPMENT OF THE SITE
A. [§301] Development of the Site by the Developer
1. [§302] Scope of Development
The Project shall be constructed on the Site as provided in the Scope of Development (Attachment No. 5). The Agency, without expense to the Developer or assessment or claim against the Site shall perform the work specified in the Scope of Development (Attachment No. 5) as the Agency's Work within the times specified in the Schedule of Performance (Attachment No. 3). 
2. [§303] Construction Plans, Drawings and Related Documents
The Developer shall prepare and submit construction plans, drawings and related documents, including project application and submittal information, to the City for land use entitlements and written approval as and at the times established in the Schedule of Performance (Attachment No. 3). 
3. [§304] Cost of Construction
The cost of developing the Site and constructing all improvements thereon shall be borne by the Developer, except for work expressly set forth in this Agreement to be performed by or paid for by the Agency or others. The Agency and the Developer shall each pay the costs necessary to administer and carry out their respective responsibilities and obligations under this Agreement.
4. [§305] Construction Schedule
After the conveyance of title to the Site, the Developer shall promptly begin and thereafter diligently prosecute to completion the construction of the improvements and the development of the Site. The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance (Attachment No. 3) or such reasonable extension of said dates as may be granted by the Agency or as provided in Section 604 of this Agreement. The Schedule of Performance (Attachment No. 3) is subject to revision from time to-time as mutually agreed upon in writing between the Developer and the Agency.
During the period of construction, but not more frequently than once a month, the Developer shall submit to the Agency a written progress report of the construction when and as requested by the Agency. The report shall be in such form and detail as may reasonably be required by the Agency and shall include a reasonable number of construction photographs taken since the last report submitted by the Developer.
5. [§306] Bodily Injury, Property Damage and Workers' Compensation Insurance
Prior to the commencement of construction on the Site or any portion thereof, the Developer shall furnish or cause to be furnished to the Agency duplicate originals or appropriate certificates of commercial general liability insurance written on an occurrence basis in the amount of at least ONE MILLION DOLLARS ($1,000,000) combined single limit for bodily injury and property damage and TWO MILLION DOLLARS ($2,000,000) general aggregate limit, naming the Agency and the City as additional insureds. The Developer shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Site carries workers' compensation insurance as required by law. The obligations set forth in this Section 308 shall remain in effect only until a final Certificate of Completion has been issued covering the entire Site as hereinafter provided in Section 313 hereof.
6. [§307] City and Other Governmental Agency Permits
Before commencement of construction or development of any buildings, structures or other work of improvement upon the Site (unless such construction, development or work is to be commenced before the conveyance of title), the Developer shall, at its own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. The Agency shall provide all assistance deemed appropriate by the Agency to the Developer in securing these permits.
7. [§308] Rights of Access
For the purposes of assuring compliance with this Agreement, representatives of the Agency shall have the reasonable right of access to the Site without charges or fees and at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements. Such representatives of the Agency shall be those who are so identified in writing by the Executive Director of the Agency. The Agency shall indemnify the Developer and hold it harmless from any damage caused or liability arising out of this right to access, and the Developer shall not need to look beyond this Section 310 as evidence of such indemnification from the Agency.
8. [§309] Local, State and Federal Laws
The Developer shall carry out the construction of the improvements in conformity with all applicable laws, including all applicable federal and state labor standards.
9. [§310] Antidiscrimination During Construction
The Developer, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin.
C. [§311] Taxes, Assessments, Encumbrances and Liens
The Developer shall pay when due all real estate taxes and assessments assessed and levied on the Site for any period subsequent to conveyance of title to or delivery of possession of the Site. Prior to the issuance of a Certificate of Completion, the Developer shall not place or allow to be placed on the Site any mortgage, trust deed, encumbrance or lien unauthorized by this Agreement unless approved by the Agency in writing. The Developer shall remove or have removed any levy or attachment made on the Site (or any portion thereof), or shall assure the satisfaction thereof, within a reasonable time, but in any event prior to a sale thereunder. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax, assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto.
The Developer understands that under certain conditions, its control of the Site or portion thereof under this Agreement may give rise to the imposition of a possessory interest tax on said property, and in such event, the Developer agrees to pay when due any such possessory interest tax.
D. [§312] Prohibition Against Transfer of Site, the Buildings or Structures Thereon and Assignment of Agreement
After conveyance of title and prior to the issuance by the Agency of a Certificate of Completion, the Developer shall not, except as expressly permitted by this Agreement, sell, transfer, convey, assign or lease the whole or any part of the Site or the buildings or improvements thereon without the prior written approval of the Agency. Developer shall send the Agency copies of any requests to HUD to transfer the Site. Agency agrees that HUD approval of a proposed transfer shall be deemed approval by the Agency. This prohibition against transfer shall not apply subsequent to the issuance of the Certificate of Completion for the Site. This prohibition against transfer shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Site or to prohibit or restrict the leasing of any part or parts of a building or structure when said improvements are completed.
In the absence of specific written agreement by the Agency, no such transfer, assignment or approval by the Agency shall be deemed to relieve the Developer or any other party from any obligations under this Agreement until completion of development as evidenced by the issuance of a Certificate of Completion therefor.
E. [§313] Certificate of Completion
Promptly after completion of all construction and development to be completed by the Developer upon the Site, the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer. Such Certificate of Completion shall be in such form as to permit it to be recorded in the Office of the County Recorder of Contra Costa County.
A Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction required by this Agreement upon the Site and of full compliance with the terms hereof. After issuance of such Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site covered by said Certificate of Completion shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by any covenants contained in the deed, lease, mortgage, deed of trust, contract or other instrument of transfer in accordance with the provisions of Sections 401 through 405 inclusive of this Agreement. Except as otherwise provided herein, after the issuance of a Certificate of Completion for the Site, neither the Agency, the City nor any other person shall have any rights, remedies or controls with respect to the Site that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement, and the respective rights and obligations of the parties with reference to the Site shall be as set forth in the grant deed of the Site from the Agency to the Developer, which shall be in accordance with the provisions of Sections 401 through 405 inclusive of this Agreement.
The Agency shall not unreasonably withhold any Certificate of Completion. If the Agency refuses or fails to furnish a Certificate of Completion for the Site after written request from the Developer, the Agency shall, within twenty (20) days after receipt of such written request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate unavailability of specific items or materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Developer with the Agency in an amount representing a fair value of the work not yet completed. If the Agency shall have failed to provide such written statement within said twenty (20) day period after such Agency meeting, the Developer shall be deemed entitled to the Certificate of Completion.
Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or any insurer of a mortgage securing money loaned to finance the improvements or any part thereof. Such Certificate of Completion is not notice of completion as referred to in California Civil Code Section 3093.

IV. [§400] USE OF THE SITE
A. [§401] Uses
The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest that the Developer, its successors and assignees shall construct, operate and maintain the Project on the Site as described in the Affordable Housing Covenant (Attachment No. 8) for the periods of time specified therein. The foregoing covenant shall run with the land.
B. [§402] Affordable Housing Covenant
Developer agrees to restrict rental of thirty-nine (39) units in the Project to seniors whose incomes do not exceed 50% of annual gross median income for Contra Costa County, adjusted for family size. To evidence such obligation, Developer shall execute and deliver to Agency an Affordable Housing Covenant in the form attached hereto as Attachment No. 8, and incorporated herein by reference. The Affordable Housing Covenant shall be recorded against the Site immediately after the grant deed conveying the Site to Developer.
C. [§403] Obligation to Refrain From Discrimination
The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land.
D. [§404] Form of Nondiscrimination and Nonsegregation Clauses
The Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land."
2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein leased."
3. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land."
E. [§405] Effect and Duration of Covenants
Except as otherwise provided, the covenants contained in Section 401 of this Agreement shall remain in effect until the termination of the Redevelopment Plan. The covenants contained in Section 402 of this Agreement shall remain in effect for the period of time set forth in the Affordable Housing Covenant (Attachment No. 8). The covenants contained in Sections 403 and 404 of this Agreement shall remain in effect in perpetuity. The covenants established in this Agreement and the grant deed shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, and the City, and be binding against Developer and any successor in interest to the Site or any part thereof.
The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. This Agreement and the covenants described herein and in the grant deed shall run in favor of the Agency without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site, any parcel or subparcel, or in the Project Area. The Agency shall have the right, if this Agreement or the covenants described herein and in the grant deed are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and the covenants described herein and in the grant deed may be entitled.
F. [§406] Rights of Access—Public Improvements and Facilities
The Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter the Site or any part thereof at all reasonable times and with as little interference as possible for the purposes of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to the Developer, and the Agency shall indemnify and hold the Developer harmless from any claims or liabilities pertaining to any entry. Any damage or injury to the Site resulting from such entry shall be promptly repaired at the sole expense of the public agency responsible for the entry. With respect to indemnification, the Developer need not look any further than this Section 406 to evidence the Agency's indemnity in favor of the Developer.

V. [§500] DEFAULTS, REMEDIES AND TERMINATION
A. [§501] Defaults—General
Subject to the extensions of time set forth in Section 704, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence and during any period of curing shall not be in default.
The injured party shall give written notice of default to the party in default specifying the default complained of by the injured party. Except as required to protect against further damages and except as otherwise expressly provided in Sections 507 and 508 of this Agreement, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.
Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
B. [§502] Legal Actions
1. [§503] Institution of Legal Actions
In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, or recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Contra Costa, State of California, in an appropriate municipal court in that County or in the appropriate Federal District Court in the State of California.
2. [§504] Applicable Law
The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
3. [§505] Acceptance of Service of Process
In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Chairman of the Agency or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service upon the Developer or in such other manner as may be provided by law and shall be valid whether made within or without the State of California.
C. [§506] Rights and Remedies are Cumulative
Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other party.
D. [§507] Damages
If the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default, the defaulting party shall be liable to the other party for any damages caused by such default.
E. [§508] Specific Performance
If the Developer or the Agency defaults under any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured by the defaulting party within thirty (30) days of service of the notice of default, the nondefaulting party, at its option, may institute an action for specific performance of the terms of this Agreement.
F. [§509] Remedies and Rights of Termination Prior to Conveyance of the Site to the Developer
1. [§510] Termination by the Developer
In the event that prior to conveyance of title to the Site to the Developer: 
a. The Developer notifies the Agency in writing within the time established in Section 211 of this Agreement that the physical condition of the Site is not suitable for development in accordance with this Agreement; or
b. The Agency does not tender conveyance of the Site or possession thereof in the manner and condition and by the date provided in this Agreement, and any such failure is not cured within thirty (30) days after written demand by the Developer; 
then this Agreement may, at the option of the Developer, be terminated by written notice thereof to the Agency. Upon such termination, neither the Agency nor the Developer shall have any further rights against or liability to the other under this Agreement.
2. [§511] Termination by the Agency
In the event that prior to conveyance of title to the Site to the Developer:
a. The Developer transfers or assigns or attempts to transfer or assign this Agreement or any rights herein or in the Site in violation of this Agreement; or 
b. There is any significant change in the ownership or identity of the Developer or the parties in control of the Developer or the degree thereof contrary to the provisions of Section 106 hereof; or 
c. The Developer does not submit evidence that it has the necessary financing for acquisition and development of the Site in satisfactory form and in the manner and by the date provided in this Agreement; or 
d. The Developer fails to submit to the City construction plans, drawings and related documents including project application and submittal information for land use entitlements as required by this Agreement; or 
e. The Developer does not pay the Purchase Price and take title to the Site under tender of conveyance by the Agency pursuant to this Agreement; or 
f. The Developer is in breach or default with respect to any other obligation of the Developer under this Agreement and such default is not cured within thirty (30) days after the date of written demand by the Agency, or if such default requires more than thirty (30) days to cure, Developer has not commenced to cure and diligently pursue such cure within the thirty (30) day period; then this Agreement, and any rights of the Developer or any assignee or transferee in this Agreement pertaining thereto or arising therefrom with respect to the Agency, may, at the option of the Agency, be terminated by the Agency by written notice thereof to the Developer.

VI. [§600] GENERAL PROVISIONS
A. [§601] Notices, Demands and Communications Between the Parties
Formal notices, demands and communications between the Agency and the Developer shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer as set forth in Section 104 hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to-time designate by mail.
B. [§602] Conflicts of Interest
No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. The Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement.
C. [§603] Nonliability of Agency Officials and Employees
No member, official or employee of the Agency shall be personally liable to the Developer in the event of any default or breach by the Agency or for any amount which may become due to the Developer or on any obligations under the terms of this Agreement.
D. [§604] Enforced Delay: Extension of Times of Performance
In addition to the specific provisions of this Agreement, performance by any party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of another party; acts or the failure to act of any public or governmental agency or entity (except that acts or the failure to act of the Agency or the City shall not excuse performance by the Agency) or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other parties more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by the Agency and the Developer.
E. [§605] Inspection of Books and Records
The Agency has the right, upon not less than seventy-two (72) hours' notice, at all reasonable times, to inspect the books and records of the Developer pertaining to the Site as pertinent to the purposes of this Agreement. The Developer also has the right, upon not less than seventy-two (72) hours' notice, at all reasonable times, to inspect the books and records of the Agency pertaining to the Site as pertinent to the purposes of this Agreement.
F. [§606] Plans and Data
Where the Developer does not proceed with the purchase and development of the Site, and when this Agreement is terminated pursuant to Section 511 hereof for any reason, the Developer shall deliver to the Agency any and all plans and data concerning the Site, and the Agency or any other person or entity designated by the Agency shall be free to use such plans and data, including plans and data previously delivered to the Agency, for any reason whatsoever without cost or liability therefor to the Developer.

VII. [§700] SPECIAL PROVISIONS
A. [§701] Amendment of Redevelopment Plan
Pursuant to provisions of the Redevelopment Plan for modification or amendment thereof, the Agency agrees that no amendment which changes the uses or development permitted on the Site or changes the restrictions or controls that apply to the Site or otherwise directly affect the use of the Site shall be made or become effective without the prior written consent of the Developer. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Developer.
B. [§702] Amendments to This Agreement
The Developer and the Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by any of the parties hereto, lending institutions, or bond counsel or financial consultants to the Agency, provided such requests are consistent with this Agreement and would not substantially alter the basic business terms included herein.
C. [§703] HUD Provisions
Notwithstanding any other provisions in this Agreement and so long as a mortgage affecting the Site is held by the Secretary of Housing and Urban Development, including its successors and assigns (the "Secretary") or a regulatory agreement and/or use agreement in favor of the Secretary is still outstanding, the following provisions shall apply:
1. The provisions in this Agreement are subordinate to all applicable HUD mortgage and capital advance regulations and related administrative requirements. In the event of any conflicts between the provisions of this Agreement and the provisions of any applicable HUD regulations, related HUD administrative requirements or HUD capital advance documents, including but not necessarily limited to a HUD Use Agreement, HUD Regulatory Agreement, HUD Deed of Trust and HUD Project Rental Assistance Contract (collectively, the "HUD Documents"), the HUD Regulations, related HUD administrative requirements and HUD Documents shall govern and control.
2. Enforcement of the provisions of this Agreement shall not result in any claim against the Project, the capital advance proceeds, and reserve or deposit required by HUD in connection with the mortgage transaction, or the rents or other income from the Site other than available residual receipts authorized for release by HUD.
3. In the event that any of the restrictions on occupancy, use and rents described in Sections 401 and 402 of this Agreement at any time exceeds HUD's restrictions on occupancy, use and rents or otherwise affects the financial viability of the Project (i.e., impairing the Developer's ability to sustain a level of income sufficient to meet all financial obligations of the Project, including HUD-required escrows and Project operating expenses) as determined by HUD, then HUD reserves the right to require the Agency to remove or void all or any portion of the occupancy, use and rent restrictions described in said Sections 401 and 402. In the absence of the Agency's compliance with a HUD request that the Agency remove or void the restrictions, then the Agency expressly recognizes the power of HUD to take the appropriate action to unilaterally remove or void the restriction(s) and that HUD shall not have to look any further than the legal instrument containing the restriction(s) for the power to remove or void it/them.
4. The Agency shall not declare a default pursuant to the provisions of Article V of this Agreement without the prior written consent of HUD.
5. This Agreement shall not be amended without the prior written consent of HUD, which consent shall not be unreasonably withheld.

VIII. [§800] ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS
This Agreement is executed in 4 duplicate originals, each of which is deemed to be an original. This Agreement comprises pages 1 through 22, inclusive, and Attachment Nos. 1 through 8, attached hereto and incorporated herein by reference, all of which constitute the entire understanding and agreement of the parties.
This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof.
All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Developer.
IX. [§900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency within forty-five (45) days after the date of signature by the Developer or this Agreement shall be void, except to the extent that the Developer shall consent in writing to further extensions of time for the authorization, execution and delivery of this Agreement. The effective date of this Agreement shall be the date when this Agreement has been signed by the Agency.


, 2002

APPROVED AS TO FORM:


Agency Counsel

REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD


By: 
John Stevenson, Executive Director

By: 
Karen Diaz, Agency Secretary


"AGENCY"
, 2002 CHRISTIAN CHURCH HOMES, INC., a California nonprofit, public benefit corporation 

By: 

Its: 

"DEVELOPER"




ACKNOWLEDGEMENTS


ATTACHMENT NO. 1


MAP OF THE SITE



[To Be Inserted.]


ATTACHMENT NO. 2


LEGAL DESCRIPTION OF THE SITE




The land referred to herein is situated in the State of California, County of Contra Costa, City of Brentwood, and is described as follows:

PARCEL TWO, AS SHOWN ON THE MAP OF MS-352-96, WHICH MAP WAS FILED ON AUGUST 29, 1996 IN BOOK 169 OF PARCEL MAPS, PAGE 43, CONTRA COSTA COUNTY RECORDS.

EXCEPTING THEREFROM:

THAT PORTION OF SAID LAND GRANTED TO THE CITY OF BRENTWOOD BY RESOLUTION NO. 98-122 RECORDED JANUARY 27, 1999, INSTRUMENT NO. 99-22284, CONTRA COSTA COUNTY RECORDS.

ASSESSOR'S PARCEL NUMBER: 016-160-041



ATTACHMENT NO. 3


SCHEDULE OF PERFORMANCE



ACTION
DATE

1. Execution of Agreement by Agency. The Agency shall conduct any required hearing and approve and execute this Agreement.
Within 45 days after the Developer executes this Agreement but not later than November 20, 2002.

2. Developers Inspection of the Site. The Developer shall complete its inspection of the Site and provide Agency with written notice of its determination of the suitability of the Site. (Section 211)
Not later than 30 days after execution of this Agreement by the Agency.
3. Submission -– Project Application. The Developer shall submit a complete project application to the City for all land use entitlements and buildings. (Section 303)
Not later than December 1, 2002.
4. Submission -- Evidence of Financing. The Developer shall submit to the Agency for review and approval evidence of financing necessary for acquisition and development of the Site. (Section 202)
Prior to close of escrow on the conveyance of the Site to Developer.

5. Agency's Work on the Site. The Agency shall commence and complete the work specified in this Agreement and the Scope of Development (Attachment No. 5) to be performed by the Agency. (Section 302)
Prior to conveyance of the Site to Developer.

6. Close of Escrow. The Agency shall convey title to the Site to the Developer, and the Developer shall accept such conveyance. (Section 203)
At the time of initial closing of financing from HUD but in no event later than May 1, 2003.

7. Submission -- Certificates of Insurance. The Developer shall furnish to the Agency duplicate originals or appropriate certificates of bodily injury and property damage insurance policies. (Section 307)
Prior to the date set forth herein for the commencement of construction of the Developer's improvements on the Site.

8. Governmental Permits. The Developer shall obtain any and all permits required by the City or any other governmental agency. (Section 308)
Prior to the date set forth herein for the commencement of construction of the Developer's improvements on the Site.

9. Commencement of Construction of Developer's Improvements. The Developer shall commence construction of the improvements to be constructed on the Site. (Section 306)
Within 30 days after conveyance of the Site by the Agency to the Developer, but in no event later than June 1, 2003.

10. Completion of Construction of Developer's Improvements. The Developer shall complete construction of the improvements to be constructed on the Site. (Section 306)
Within 12 months after commencement thereof by the Developer.

11. Issuance--Certificate of Completion. The Agency shall furnish the Developer with a Certificate of Completion. (Section 313)
Promptly after completion of all construction required to be completed by the Developer on the Site and upon written request therefor by the Developer.



ATTACHMENT NO. 4


RECORDING REQUESTED BY
AND AFTER RECORDING MAIL TO:

Redevelopment Agency of the
City of Brentwood
708 Third Avenue
Brentwood, California 94513




GRANT DEED


For valuable consideration, the receipt of which is hereby acknowledged,

THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, a public body, corporate and politic, of the State of California ("Grantor"), acting to carry out the Redevelopment Plan ("Redevelopment Plan") for the North Brentwood Redevelopment Project, under the Community Redevelopment Law of the State of California, hereby grants to CHRISTIAN CHURCH HOMES, INC., a California nonprofit public benefit corporation ("Grantee"), the real property (the "Site") legally described in the document attached hereto, labeled Exhibit A, and incorporated herein by this reference.

1. The Site is conveyed subject to the Redevelopment Plan and pursuant to a Disposition and Development Agreement (the "DDA") entered into by and between the Grantor and the Grantee and dated , 2002. The Site is also conveyed subject to an Affordable Housing Covenant ("Affordable Housing Covenant") of even date herewith and easements of record.

2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Site shall be developed and used in accordance with the Redevelopment Plan, the DDA and the Affordable Housing Covenant.

3. Prior to the issuance of a Certificate of Completion by the Grantor as provided in the DDA, the Grantee shall not, except as permitted by the DDA, sell, transfer, convey, assign or lease the whole or any part of the Site without the prior written approval of the Grantor. If Grantee desires to transfer the Site, Grantee shall provide the Grantor copies of any requests to the United States Department of Housing and Urban Development ("HUD") to transfer the Site at the same time such request is made of HUD. Grantor agrees that HUD approval of a proposed transfer shall be deemed to be approval by Grantor. This prohibition shall not apply subsequent to the issuance of the Certificate of Completion with respect to the improvements upon the Site and shall not apply with respect to leasing individual units on the Site. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Site or to prohibit or restrict the leasing of any part or parts of a building or structure when said improvements are completed.

4. The Grantee covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Site.

All deeds, leases or contracts made relative to the Site, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination clauses:

a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land."

b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:

"That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased."

c. In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land."

5. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the DDA; provided, however, that any successor of Grantee to the Site shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. If the Site is acquired by HUD, HUD, its successors and assigns shall not be bound by the covenants, conditions, restrictions, limitations or provisions in this Grant Deed (other than the covenants contained in paragraph 2 hereof).

6. Except as otherwise provided, the covenants contained in paragraph 2 of this Grant Deed shall remain in effect until the termination of the Redevelopment Plan. The covenants contained in paragraph 3 of this Grant Deed shall remain in effect until issuance of a Certificate of Completion pursuant to Section 313 of the DDA. The covenants against discrimination contained in paragraph 4 of this Grant Deed shall remain in effect in perpetuity.

7. The covenants contained herein shall be binding for the benefit of the Grantor, its successors and assigns, the City of Brentwood and any successor in interest to the Site or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor and such aforementioned parties, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties.

8. In the event of any express conflict between this Grant Deed or the DDA, the provisions of this Grant Deed shall control.
9. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Site or change the restrictions or controls that apply to the Site or otherwise affect the Site shall require the written consent of the Grantee. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Grantee.


IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized, this day of , 2002.



APPROVED AS TO FORM:


Agency Counsel
REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD


By: 
John Stevenson, Executive Director

By: 
Karen Diaz, Agency Secretary


"GRANTOR"





The provisions of this Grant Deed are hereby approved and accepted.

CHRISTIAN CHURCH HOMES, INC., a California nonprofit, public benefit corporation 

By: 

Its: 

"GRANTEE"






EXHIBIT A TO ATTACHMENT NO. 4


LEGAL DESCRIPTION OF THE SITE




The land referred to herein is situated in the State of California, County of Contra Costa, City of Brentwood, and is described as follows:

PARCEL TWO, AS SHOWN ON THE MAP OF MS-352-96, WHICH MAP WAS FILED ON AUGUST 29, 1996 IN BOOK 169 OF PARCEL MAPS, PAGE 43, CONTRA COSTA COUNTY RECORDS.

EXCEPTING THEREFROM:

THAT PORTION OF SAID LAND GRANTED TO THE CITY OF BRENTWOOD BY RESOLUTION NO. 98-122 RECORDED JANUARY 27, 1999, INSTRUMENT NO. 99-22284, CONTRA COSTA COUNTY RECORDS.

ASSESSOR'S PARCEL NUMBER: 016-160-041




ATTACHMENT NO. 5


SCOPE OF DEVELOPMENT




I. PRIVATE DEVELOPMENT

A. General

The Developer agrees that the Site shall be developed and improved in accordance with the provisions of this Agreement and the plans, drawings and related documents approved by the Agency pursuant hereto. The Developer, its supervising architect, engineer and contractor, shall work with Agency staff to coordinate the overall design, architecture and color of the improvements on the Site.

B. Developer's Improvements

The Project consists of a multi-family rental housing project including thirty-nine (39) 1-bedroom units, one 2-bedroom manager's unit and a community building. The community building will contain the manager's office, laundry room, community room, kitchen, and maintenance room. There will be a patio and outdoor sitting areas around the community building. Each of the units will come equipped with a refrigerator, oven/range, garbage disposal, and central heating and air conditioning. The grounds will be landscaped and include a community gardening area. The Site will be fully fenced and a pedestrian connection to Sycamore Place I, located at 1100 Sycamore Court, shall be installed and constructed.

C. Architecture and Design

The Developer's improvements shall be of high architectural quality, shall be well-landscaped, and shall be effectively and aesthetically designed. The shape, scale of volume, exterior design and exterior finish of the building must be consonant with, visually related to, physically related to, and an enhancement of adjacent buildings within the Project Area. The Developer's plans submitted to the City shall describe in detail the architectural character intended for the Developer's improvements.

D. Landscaping

Landscaping shall embellish all open spaces upon the Site to integrate the Developer's improvements with adjacent sites within the Project Area. Landscaping includes such materials as paving, trees, shrubs and other plant materials, landscape containers, top soil preparation, automatic irrigation, landscape and pedestrian lighting. Landscaping shall carry out the objectives and principles of the Agency's desire to accomplish a high-quality aesthetic environment.

E. Applicable Codes

The Developer's improvements shall be constructed in accordance with the Uniform Building Code (with City modifications) and the Municipal Code.


II. PUBLIC IMPROVEMENTS

A. Agency Improvements

Agency shall cause the City to vacate the Site and to demolish or salvage, clear, and remove all on-site structures, retaining walls, flag pole, interior light poles, and storage bins, and leave perimeter fencing (the "Agency Work").

B. Developer Improvements.

The Developer shall install, or cause to be installed, off-site improvements required along Barbara Way including, but not limited to:

1. Demolish or salvage, clear and remove the asphalt, concrete foundations, gravel, existing landscaping, and all on-site pavements, parking bays, walks, curbs, gutters and other improvements and grade the Site.

2. Widening of Sycamore Court fronting the Property (approximately ±350 linear feet) to ultimate residential local street configuration (City Standard ST-5) including curb, gutter and sidewalk.

3. Widening Sycamore Avenue fronting the Property (approximately ±350 linear feet), to ultimate City approved plans and specifications for Sycamore Avenue (approximately ±5 feet of asphalt), including curb, gutter and sidewalk.

4. All utilities are available on Sycamore Avenue (sewer, water, storm drainage, joint trench, etc.). Developer is responsible for construction and maintenance of on-site drainage improvements and will connect to Contra Costa County Flood Control District Drainage Area 52C storm line on Sycamore Avenue. Utility companies for gas, electric, telephone and cable television lines may choose to provide service from Barbara Street or Sycamore Court, and this decision is up to the utility companies. 


ATTACHMENT NO. 6
AGENCY PROMISSORY NOTE


Not to Exceed , 2002
$530,722 Brentwood, California

FOR VALUE RECEIVED, CHRISTIAN CHURCH HOMES, INC., a California nonprofit public benefit corporation (the "Maker"), having an address of 303 Hegenberger Road, Suite 201, Oakland, California 94621-1419, promises to pay THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, or order ("Payee"), a principal sum of FIVE HUNDRED THIRTY THOUSAND SEVEN HUNDRED TWENTY-TWO DOLLARS ($530,722) (the "Loan").
1. This Note is made pursuant to that certain Disposition and Development Agreement (the "DDA") between Maker and Payee dated , 2002. Pursuant to the DDA, Maker and Payee have also executed and recorded an "Affordable Housing Covenant" which requires that the rental housing units constructed on the subject property (the "Site") be operated and maintained as a very low-income senior rental housing project.
2. Payment of this Note is secured by a deed of trust, assignment of rents, security agreement and fixture filing (the "Deed of Trust") from Maker to Payee to be recorded against the Site upon acquisition of the Site by Maker.
3. The principal sum of this Note shall bear interest at the rate of three percent (3%) per annum, simple interest. 

4. The outstanding principal and all accrued interest shall be due and payable in full fifty-five (55) years from the date of recording the Deed of Trust (the "Maturity Date") or upon an event of default as hereinafter described. 
5. Payment shall be made in lawful money of the United States to Payee c/o The City of Brentwood, 150 City Park Way, Brentwood, California 94513. The place of payment may be changed from time to time as the Payee may from time to time designate in writing.
6. The occurrence of any of the following shall constitute an event of default under this Note: (i) There shall be a failure to make the payment of any installment of principal or interest, if any, or any other sum secured hereby which continues for fifteen (15) days after notice that such payment is due; (ii) There shall be a failure to comply with any other term, obligation, covenant or condition contained herein, provided, however, that Maker shall not be in default if Maker, after Payee sends written notice demanding cure of such failure, (a) cures the failure within thirty (30) days, or (b) if the cure requires more than thirty (30) days, immediately commences to cure the failure and thereafter diligently prosecutes such cure to completion within one hundred twenty (120) days after giving notice of the default; (iii) There occurs a default following any applicable notice and the expiration of any applicable cure period by Maker under the Deed of Trust, the DDA or the Affordable Housing Covenant; or (iv) Construction of the Project is not commenced on the Site within twelve months from the date of this Note, or is not completed (as evidenced by a Certificate of Completion recorded in the Official Records of Contra Costa County) within twelve (12) months from the date of commencement of construction.
Upon the occurrence of any event of default, at the option of the Payee hereof, the entire unpaid principal sum owing on this Note shall become immediately due and payable. This option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of Payee's option. Payee's failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event of default. Payee's failure in the exercise of any other right or remedy hereunder or under any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof.
7. At all times following an event of default hereunder by reason of Maker's failure to pay principal due under this Note or any amounts due under any loan documents securing this Note, the interest rate on the sums as to which Maker is in default (including principal, if Payee has elected to declare it immediately due and payable), shall bear interest as of the date such sums were due until repaid at a rate equal to the lower of the highest rate then allowed by law or five percent (5%) over the prime interest rate announced by Wells Fargo Bank, N.A. as of the date such sums were due.
8. Maker and any endorsers hereof and all others who may become liable for all or any part of this obligation, severally waive presentment for payment, demand and protest and notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any extension of the time of payment hereof or of any installment hereof, to the release of any party liable for this obligation, and any such extension or release may be made without notice to any of said parties and without any way affecting or discharging this liability.
9. Maker agrees to pay immediately upon demand all reasonable costs and expenses of Payee including reasonable attorneys' fees, (i) if after an event of default this Note be placed in the hands of an attorney or attorneys for collection, (ii) if after an event of default hereunder or under the Deed of Trust, DDA, the Affordable Housing Covenant, or under any loan document referred to herein Payee finds it necessary or desirable to secure the services or advice of one or more attorneys with regard to collection of this Note against Maker, any guarantor or any other party liable therefor or to the protection of its rights under this Note, the Deed of Trust, the DDA, the Affordable Housing Covenant or other loan document, or (iii) if Payee seeks to have the Site abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any stay or injunction prohibiting the enforcement or collection of the Note or prohibiting the enforcement of the Deed of Trust or any other agreement evidencing or securing this Note lifted by any bankruptcy or other court.
10. If Payee shall be made a party to or shall reasonably intervene in any action or proceeding, whether in court or before any governmental agency, affecting the property or the title thereto or the interest of the Payee under the Deed of Trust, including, without limitation, any form of condemnation or eminent domain proceeding, Payee shall be reimbursed by Maker immediately upon demand for all costs, charges and attorneys' fees reasonably incurred by Payee in any such case, and the same shall be secured by the Deed of Trust as a further charge and lien upon the Site.
11. Any notices provided for in this Note shall be given by mailing such notice by certified mail, return receipt requested at the address stated in this Note or at such address as either party may designate by written notice.
12. This Note shall be binding upon Maker, its successors and assigns.
13. This Note shall be construed in accordance with and be governed by the laws of the State of California.
14. If any provision of this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
15. This Note shall be subject to prepayment in whole or in part at any time without premium or other penalty. If the Project is financed with capital grant funds provided by the United States Department of Housing and Urban Development ("HUD"), then any prepayment(s) shall be made only with (a) residual receipts, as that term is defined in the Regulatory Agreement between the Maker and HUD and executed in connection with the Site (the "HUD Regulatory Agreement"), and only after obtaining the prior written approval of HUD, or (b) funds which are separate and apart from the Project or the assets or income of the Project (except residual receipts as approved by HUD). Prepayment(s) made from residual receipts may be made only after final closing of the capital advance grant provided by HUD and only after the end of a semi-annual or annual fiscal period as approved by HUD. In this regard, the Payee shall have no claim, and will not later assert any claim for payment against the Site, the proceeds of the HUD capital advance, any reserve or deposit required by HUD and deposited with HUD or another in connection with the capital advance transaction, or against the rents or other income from the Site. Notwithstanding the foregoing, as long as HUD is the holder of the first mortgage against the Site or as long as the HUD Regulatory Agreement is outstanding and in effect, the Payee shall not declare a default under this Note unless it has received the written approval of HUD.

16. In any action brought to enforce the obligations of Maker under this Note, the Deed of Trust or any other instrument or agreement evidencing, securing or relating to the indebtedness evidenced by this Note, the judgment or decree shall be enforceable against Maker only to the extent of its interest in the Site or its interest in any other security granted by Maker as security for this Note, and Payee shall not seek any deficiency judgment against the Maker or its officers or directors. The foregoing provisions shall not prevent recourse to the collateral security for the loan or constitute a waiver, release or discharge of or otherwise affect the obligation to pay, any indebtedness evidenced by the loan documents or limit the right of any person to name the Maker or any other person claiming an interest in or right to such collateral as party defendant in any action or suit for judicial foreclosure or in the exercise of any other remedy, including injunctive or other equitable relief, under any of the loan documents so long as no deficiency judgment shall be sought against the Maker or its officers or directors.

The foregoing limitation shall not apply to any and all loss, damage, liability, action, cause of action, cost or expense (including without limitation, reasonable attorneys' fees and expenses) incurred by Payee as a result of any (i) fraud or material misrepresentation under or in connection with the loan or any loan document; (ii) intentional bad faith waste of the Site; (iii) losses resulting from Maker's failure to maintain insurance as required under the Deed of Trust; or (iv) misappropriation of any rents, security deposits, insurance proceeds, condemnation awards or any other proceeds derived from the collateral security. If any of the foregoing events listed in (i) through (iv) occurs, Payee shall have the right to proceed directly against Maker to recover any and all loss, damage, liability, action, cause of action, cost or expense (including without limitation, reasonable attorneys' fees and expenses) incurred by Payee.

CHRISTIAN CHURCH HOMES, INC., a California nonprofit, public benefit corporation 

By: 

Its: 

"MAKER"




ATTACHMENT NO. 7




RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

The Redevelopment Agency of
The City of Brentwood
150 City Park Way
Brentwood, CA 94513

(Space above this line for Recorder's use)




DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING


THIS DEED OF TRUST is being executed this day of , 2002, by CHRISTIAN CHURCH HOMES, INC., a California nonprofit public benefit corporation ("Trustor"), to (the "Trustee"), in favor of THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD (the "Beneficiary").
Trustor is the fee owner of the real property (the "Property"), described in the attached Exhibit A which is incorporated into this Deed of Trust by reference.
This Deed of Trust is executed by Trustor in consideration of a loan being made by Beneficiary to Trustor (the "Loan"). The Loan is evidenced by a promissory note of even date herewith, executed by Trustor in favor of Beneficiary in the amount of not to exceed FIVE HUNDRED THIRTY THOUSAND SEVEN HUNDRED TWENTY-TWO DOLLARS ($530,722). 
In consideration of the Loan, Trustor hereby irrevocably grants, conveys, transfers and assigns to the Trustee, its successors and assigns, in trust, with power of sale and right of entry and possession as provided below, all of its present and future estate, right, title and interest in and to the following described property (the "Property" or the "Premises"):
(A) All of Trustor's estate, right, title and interest in and to the property, and all minerals, oil, gas and other hydrocarbon substances on the property, as well as all development rights, air rights, water, water rights, and water stock relating to the property;
(B) All appurtenances of the property and all rights of the Trustor in and to any streets, roads or public places, easements or rights of-way, relating to the property;
(C) All of the rents, royalties, profits and income of the property, and all rights of Trustor under all present and future leases affecting the property, including but not limited to any security deposits;
(D) All proceeds and claims arising on account of any damage to or taking of the property or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of the property;
(E) All general intangibles relating to the development or use of the property, including but not limited to all governmental permits relating to construction on the property, all names under or by which the property may at any time be operated or known, and all rights to carry on business under any such names or any variant thereof, and all trademarks and goodwill in any way relating to the property; and
(F) All water stock relating to the property, all shares of stock or other evidence of ownership of any part of the property that is owned by the Trustor in common with others, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the property.
This instrument secures:
(1) The payment and performance of the Trustor's indebtedness and obligations under the Note including all extensions, renewals, modifications, amendments and replacements of the Note;
(2) The payment and performance of the Trustor's obligations under this Deed of Trust;
(3) The payment of all sums advanced or paid out by the Beneficiary or the Trustee under or pursuant to any provision of this Deed of Trust, together with interest thereon as provided herein;
(4) The payment of the principal and interest on all other future loans or advances made by the Beneficiary to the Trustor (or any successor in interest to the Trustor as the owner of all or any part of the Property) when the promissory note evidencing the loan or advance specifically states that it is secured by this Deed of Trust ("Future Advances"), including all extensions, renewals, modifications, amendments and replacements of any Future Advances;
(5) The payment and performance of each and every obligation, covenant, and agreement of Trustor contained under all other present and future agreements executed by Trustor in favor of Beneficiary and relating to the Note or the Loan, including without limitation, the Disposition and Development Agreement (the "DDA") executed between Trustor and Beneficiary dated , 2002, and the Affordable Housing Covenant recorded against the property concurrently with the recording of this Deed of Trust (as such documents may be amended, modified or supplemented from time to time, the "Related Documents").
This Deed of Trust, the Note, the Related Documents and any other instrument given to evidence or further secure the payment and performance of any obligation secured hereby may hereafter be referred to as the "Loan Documents".
ARTICLE I
COVENANTS OF TRUSTOR
To protect the security of this Deed of Trust, the Trustor agrees as follows:
1.01 Performance. Trustor will pay and perform all indebtedness and obligations that are secured by this Deed of Trust in accordance with their terms. All sums payable by Trustor hereunder shall be paid without notice, demand, counterclaim, offset, deduction, or defense.
1.02 Insurance. Trustor will maintain in force on the Property (a) hazard insurance against loss or damage to the Improvements and Personal Property by fire and any of the risks covered by "fire and extended coverage" insurance, unless such insurance is carried by the tenant under the ground lease, (b) commercial general liability insurance, on an occurrence basis insuring against bodily injury and property damage in a combined single limit of liability per occurrence in the amount of ONE MILLION DOLLARS ($1,000,000) and a general aggregate limit of TWO MILLION DOLLARS ($2,000,000), (c) such other insurance and in such amounts, as may from time to time be reasonably required by Beneficiary against the same or other hazards, including without limitation earthquake insurance, and (d) any other insurance required by law. The insurance policies must be satisfactory to the Beneficiary as to amount, form, deductibles and insurer, and must cover all risks Beneficiary requires. With respect to public liability insurance, Beneficiary shall be named as an additional insured, and as to Beneficiary such insurance shall be primary and noncontributing in the event of loss with any other insurance Beneficiary may carry. If carried by Trustor, the hazard insurance policy must contain a standard mortgagee clause satisfactory to the Beneficiary making all losses payable to the Beneficiary. Trustor shall review the insurance limits required under this Agreement at least every five years or on a more frequent basis if requested by the Beneficiary and shall compare these limits to the limits carried by Trustor on other property insured by Trustor or Trustor's affiliates. Trustor shall increase the insurance limits required under this Agreement to the limits carried on comparable property insured by Trustor or its affiliates. All such insurance policies may only be cancelled or modified upon not less than thirty (30) days prior written notice to the Beneficiary. Certificates of all such insurance satisfactory to the Beneficiary and at the request of Beneficiary, such insurance policies, together with receipts for the payment of premiums, are to be delivered to and held by the Beneficiary. Certificates of all renewal and replacement policies must be delivered to the Beneficiary at least fifteen (15) days before expiration of the old policies. Approval, disapproval or acceptance of any insurance by the Beneficiary will not be a representation of the solvency of any insurer, the sufficiency of any amount of insurance or the form or legal sufficiency of any insurance contracts, and Trustor hereby expressly assumes full responsibility for and liability, if any, with respect thereto.
1.03 Proceeds. All insurance proceeds on the Property, and all causes of action, claims, compensation, awards and recoveries for any damage, condemnation or taking of all or any part of the Property or for any damage or injury to it or for any loss or diminution in value of the Property, are hereby assigned to and shall be paid to the Beneficiary. Trustor, upon obtaining knowledge of the institution of any such proceedings or of any damage to the Property, will promptly notify the Beneficiary in writing. The Beneficiary may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries and may make any compromise or settlement thereof and may join with Trustor in adjusting any loss covered by insurance. The Beneficiary will apply any sums received by it under this paragraph first to the payment of all of its costs and expenses (including but not limited to reasonable legal fees and disbursements) incurred in obtaining those sums, and then, in its absolute discretion (subject to the following paragraph) and without regard to the adequacy of its security, to the payment of the indebtedness and obligations secured by this Deed of Trust or to Trustor for restoration or repair of the Property. Any application of such amounts or any portion thereof to the indebtedness secured hereby shall not be construed to cure or waive any default or notice of default hereunder or invalidate any act done pursuant to any such notice or default.
In the event Trustor is not in default hereunder and the following conditions are satisfied, Beneficiary shall make such remaining proceeds available to Trustor to restore the Property: (i) the Beneficiary shall be furnished with an estimate for its approval of the cost of restoration or repair accompanied by an architect's certification as to such costs and appropriate final plans and specifications for reconstruction of the improvements for approval by the Beneficiary; (ii) the improvements so restored or repaired shall be of substantially the same character and value as the improvements prior to damage or destruction and proper for the purposes for which they were originally erected; (iii) Trustor shall proceed forthwith with the completion of construction of the improvements, including the necessary work of restoration, in accordance with plans, specifications and drawings submitted to and approved by the Beneficiary; (iv) any monies which the Beneficiary makes available for restoration shall be disbursed in accordance with standard construction lending practice or in any other manner approved by the Beneficiary; (v) Trustor shall furnish the beneficiary with evidence satisfactory to the Beneficiary that all improvements so restored and/or repaired and their contemplated use fully comply with all zoning, environmental and building laws, ordinances and regulations, and with all other applicable federal, state and municipal laws and requirements; and (vi) if the estimated costs of reconstruction shall exceed the proceeds available, Trustor shall furnish a satisfactory bond of completion or such cash deposits or other evidence satisfactory to the Beneficiary of Trustor's ability to meet such excess costs.
1.04 Payment of Taxes and Claims. Trustor agrees to pay when due all taxes and assessments which are or may become a lien on the Property and any bonds, fees, liens, charges, fines, impositions and other items which are attributable to or which are assessed against the Property or its rents, royalties, profits and income ("Taxes"). Trustor also agrees to pay when due all lawful claims and demands of mechanics, materialmen, laborers and others for any work performed or materials delivered for the Property ("Claims").
Trustor, at its expense, may contest, by appropriate proceedings conducted in good faith and with due diligence, the amount or validity, in whole or in part, of any Taxes or Claims, provided (i) Trustor shall have notified Beneficiary prior to the commencement of such proceedings, (ii) in the case of any unpaid Taxes or Claims, such proceedings shall suspend the collection thereof from Trustor, Beneficiary and the Property, and shall not constitute a presently enforceable lien against the Property during the pendency of such contest, (iii) neither the Property nor any part thereof nor any interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceedings shall not have an adverse effect on the lien or security interest created hereby or upon the enforcement of any provisions of the Loan Documents, and (v) if Beneficiary shall so require, Trustor shall have deposited with Beneficiary such security reasonably necessary for payment of the contested Taxes or Claims, with interest and penalties and Beneficiary's expenses.
1.05 Security Agreement. This Deed of Trust constitutes a security agreement with respect to all personal property, contract rights, intangibles and fixtures in which the Beneficiary is granted a security interest hereunder, and the Beneficiary shall have all of the rights and remedies of a secured party under the California Uniform Commercial Code as well as all other rights and remedies available at law or in equity. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney in-fact of Trustor, to execute, deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements or other instruments as the Beneficiary may request or require in order to impose, perfect or continue the perfection of, the lien or security interest created hereby. Upon the occurrence of any default hereunder, the Beneficiary shall have the right to cause any of the Property which is personal property and subject to the security interest of the Beneficiary hereunder ("Personal Property") to be sold at any one or more public or private sales in any manner permitted by applicable law, and the Beneficiary shall further have all other rights and remedies, whether at law, in equity, or by statute, as are available to secured creditors under applicable law. Any such disposition may be conducted by an employee or agent of the Beneficiary or the Trustee. Any person, including both the Trustor and the Beneficiary, shall be eligible to purchase any part or all of such property at any such disposition.
Expenses of retaking, holding, preparing for sale, selling or the like shall be borne by Trustor and shall include the Beneficiary's and the Trustee's attorneys' fees and legal expenses. Trustor, upon demand of the Beneficiary, shall assemble the Personal Property and make it available to the Beneficiary at the property, a place which is hereby deemed to be reasonably convenient to the Beneficiary. The Beneficiary shall give Trustor at least five (5) days' prior written notice of the time and place of any public sale or other disposition of such property or of the time of or after which any private sale or any other intended disposition is to be made, and if such notice is sent to Trustor, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is reasonable notice to Trustor.
Trustor hereby warrants, represents and covenants as follows:
(a) Trustor is, and as to portions of the Personal Property to be acquired after the date hereof will be, the sole owner of the Personal Property (except that Trustor may lease Personal Property which is immaterial in value and merely incidental to the operation of the Property), free from any senior adverse lien, security interest, encumbrance or adverse claims thereon of any kind whatsoever. Trustor will notify Beneficiary of, and will defend the Personal Property against, all claims and demands of all persons at any time claiming the same or any interest therein.
(b) Trustor will not lease, sell, convey or in any manner transfer the Personal Property, without the prior written consent of Beneficiary, except for transfers as described in clause (d) below.
(c) The Personal Property is not used or bought for personal, family or household purposes.
(d) The Personal Property will be kept on or at the Property and Trustor will not remove the Personal Property from the Property without the prior written consent of Beneficiary, except such portions or items of Personal Property which are consumed or worn out in ordinary usage, all of which shall be promptly replaced by Trustor with new items of equal or greater quality and value.
(e) Trustor maintains a place of business in the State of California and Trustor will immediately notify Beneficiary in writing of any change in its place of business.
(f) Trustor will execute and deliver to the Beneficiary on demand, and at Trustor's cost and expense, any documents required to perfect and continue the perfection of the Beneficiary's security interest in the personal property of Trustor granted by this instrument.
1.06 Assignment of Rents. All of the existing and future rents, royalties, income and profits of the Property that arise from its use or occupancy are hereby absolutely and presently assigned to the Beneficiary. Trustor irrevocably appoints Beneficiary its true and lawful attorney in-fact at the option of Beneficiary at any time and from time to time to demand, receive and enforce payment, give receipts or releases and sue in the name of Trustor or Beneficiary for all such rents, royalties, incomes and profits. However, until there is an event of default under this Deed of Trust, Trustor will have a license to demand, receive and enforce payment, give receipts or releases and sue in the name of Trustor for all such rents, royalties, income and profits. Upon any event of default, the Beneficiary may terminate Trustor's license in its discretion at any time without notice to Trustor and may thereafter collect the rents, royalties, income and profits itself or by an agent or receiver. No action taken by the Beneficiary to collect any rents, royalties, income or profits will make the Beneficiary a "mortgagee in-possession" of the Property, unless the Beneficiary personally or by agent enters into actual possession of the Property. Possession by a court-appointed receiver will not be considered possession by the Beneficiary. All rents, royalties, income and profits collected by the Beneficiary or a receiver will be applied first to pay all expenses of collection, and then to the payment of all costs of operation and management of the Property, and then to the payment of the indebtedness and obligations secured by this Deed of Trust in whatever order the Beneficiary directs in its absolute discretion and without regard to the adequacy of its security.
1.07 Acceleration. If the Property or any part thereof or beneficial interest therein or any interest of Trustor is sold, assigned, transferred, conveyed, encumbered or full possessory rights therein transferred, conveyed or encumbered, in either or any case without the prior written consent of Beneficiary, such event shall constitute an event of default under this Deed of Trust and Beneficiary, at its option, may declare the Note and all other obligations hereunder to be immediately due and payable, and Beneficiary may invoke any remedies following such acceleration as are permitted by this Deed of Trust or at law or in equity. The foregoing right to accelerate the debt shall not apply to a transfer of the Property to an entity controlled by or under common control with the Trustor.
1.08 Maintenance.
(a) Trustor will not commit any waste on the Property or take any actions that might invalidate any insurance carried on the Property. Trustor will maintain the Property in good condition and repair and will complete or restore and repair promptly and in a good and workmanlike manner any building, structure, or improvement which may be constructed, damaged or destroyed thereon, whether or not insurance or other proceeds are available to cover in whole or in part the cost of any such completion, restoration or repair. Without the prior written consent of the Beneficiary, no Improvements may be removed, demolished or materially altered except for routine maintenance, scheduled replacement and improvements valued at less than TWENTY THOUSAND DOLLARS ($20,000). 
(b) Without the prior written consent of the Beneficiary, Trustor will not seek, make or consent to any change in the zoning or nature of occupancy or conditions of use of all or any part of the Property to the extent the same was not intended by the Beneficiary at the time this Deed of Trust was delivered.
(c) Trustor shall comply with all applicable laws, orders, ordinances, regulations, restrictions and requirements of all governmental authorities affecting the Property and the use thereof, including, without limitation, those relating to hazardous substances, pollution, or protection of the environment. Trustor will comply with and make all payments required under the provisions of any covenants, conditions or restrictions affecting the Property, including but not limited to those contained in any declaration and constituent documents of any condominium, cooperative or planned development project on the Property.
1.09 Records. Trustor will keep adequate books and records of account of the Property and its own financial affairs sufficient to permit the preparation of financial statements therefrom in accordance with generally accepted accounting principles. The Beneficiary will have the right to examine, copy and audit Trustor's records and books of account at all reasonable times.
1.10 Defense. Trustor will, at its own expense, appear in and defend any action or proceeding that might affect the Beneficiary's security or the rights or powers of the Beneficiary or the Trustee or that purports to affect any of the Property. If Trustor fails to perform any of its covenants or agreements contained in this Deed of Trust after the expiration of any applicable cure period, or if any action or proceeding of any kind (including but not limited to any bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding) is commenced which might affect the Beneficiary's or the Trustee's interest in the Property or the Beneficiary's right to enforce its security, then the Beneficiary and/or the Trustee may, at their option, but without obligation to do so and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereunder, make any appearances, disburse any sums and take any actions as may be deemed necessary or desirable to the Trustee or the Beneficiary to protect or enforce the security of this Deed of Trust or to remedy the failure of Trustor to perform its covenants (without, however, waiving any default of Trustor), including but not limited to disbursement of reasonable attorneys' fees, entry upon the Property to make repairs or to take other action to protect the security hereof, and payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of the Beneficiary or the Trustee appears to be prior or superior hereto. Trustor agrees to pay all reasonable out of-pocket expenses of the Beneficiary and the Trustee thus incurred (including but not limited to reasonable fees and disbursements of counsel). Any sums so disbursed or advanced by the Beneficiary or the Trustee will be additional indebtedness of Trustor secured by this Deed of Trust and will be payable by Trustor upon demand. Any such sums so disbursed or advanced will bear interest at ten percent (10%) per annum, provided that any such sums so disbursed or advanced by the Trustee will not bear interest in excess of the maximum rate permitted to be charged by the Trustee under applicable law. This paragraph will not be construed to require the Beneficiary or the Trustee to incur any expenses, make any appearances, or take any actions.
1.11 Financing Statement. This Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of the county in which the Property is located with respect to any and all fixtures included within the term "Property" as used herein and with respect to any goods or other personal property that may now be or hereafter become such fixtures.
1.12 Indemnity. In addition to any other indemnities to Beneficiary specifically provided for in this Deed of Trust, Trustor shall defend, with counsel reasonably satisfactory to Beneficiary, protect, indemnify and save harmless Beneficiary from and against any and all losses, liabilities, obligations, claims, damages, fines, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), excepting those resulting from the gross negligence or willful misconduct of Beneficiary, imposed upon or incurred by or asserted against Beneficiary by reason of (a) Beneficiary's interest in the Property or receipt of any rents or other sum therefrom, including without limitation any income (excluding only federal, state, and local income tax, and California franchise tax), license, business or excess profits tax payable by Beneficiary and determined on the basis of the Rents or the revenues from the Note or this Mortgage, (b) any accident, injury to or death or a person or persons or loss of or damage to property occurring on or about or with respect to the Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space (if any), streets or ways, (c) any use, non-use, misuse, possession, occupation, alteration, operation, maintenance, management or condition (including, without limitation, the location of any hazardous substance thereon) of the Property or any part thereof, or of the adjoining sidewalks, curbs, streets, ways, vaults and vault space (if any), (d) any failure on the part of Trustor to perform or observe any of its agreements or obligations under this Deed of Trust or the Loan Documents, provided that the exclusive indemnification obligations of Trustor with respect to any Claims (as such term is defined in Section 1.13(e) below) are set forth in Section 1.14(e) hereof, (e) any failure on the part of Trustor to comply with any law, regulation, ordinance, or requirement of any governmental body applicable to the Property, (f) the performance of any labor or service or the furnishing of any material or other property in respect of the Property or any part thereof, and (g) any negligence (to the extent that proceeds from any insurance actually maintained by Beneficiary do not cover the loss caused thereby) or willful act or omission on the part of Trustor. All amounts payable to Beneficiary under this Section which are not paid within ten days after written demand therefor by Beneficiary shall bear interest from the date of such demand.
1.13 Environmental Matters.
(a) Trustor shall keep and maintain the Property in compliance with any and all federal, state and local laws, ordinances and regulations relating to Hazardous Materials, industrial hygiene or to the environmental conditions on, under or about the Property, including, but not limited to, soil and ground water conditions. Trustor shall not use, generate, manufacture, release, store or dispose of, or permit to be used, generated, manufactured, released, stored or disposed of on, under, about or from the Property, or transport to or from or permit to be transported to or from the Property, any Hazardous Materials in violation of any Hazardous Materials Laws. Trustor hereby agrees at all times to comply fully and in a timely manner with, and to cause all of Trustor's employees, agents, contractors and subcontractors to so comply with, all Hazardous Materials Laws. As used herein, the term "Hazardous Materials" means and includes any flammable, explosive, or radioactive materials or hazardous, toxic or dangerous wastes, substances or related materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any federal, state, county, regional or local authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the occupants of the Property or of property adjacent to the Property, including, but not limited to, asbestos, PCBs, petroleum products and by products, substances defined or listed as "hazardous substances" or "toxic substances" or similarly identified in, pursuant to, or for purposes of, the California Solid Waste Management, Resource Recovery and Recycling Act (California Government Code Section 66700, et seq.), the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.), Section 25117 or Section 25316 of the California Health & Safety Code; and any so called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material; or any substances or mixture regulated under the Toxic Substance Control Act of 1976, as now or hereafter amended (15 U.S.C. Section 2601, et seq.); and any "toxic pollutant" under the Clean Water Act, as now or hereafter amended (33 U.S.C. Section 1251, et seq.); and any hazardous air pollutant under the Clean Air Act, as now or hereafter amended (42 U.S.C. Section 7901, et seq.).
Trustor shall have the right to contest, at Trustor's sole cost and expense, the applicability of any Hazardous Materials Laws or the grounds for any attempted enforcement of any Hazardous Materials Laws provided that: (i) as a condition to any such contest, Trustor shall deliver to Beneficiary, at Trustor's sole cost and expense, such test results, consultants' reports and other information regarding the then current environmental condition of the Property and the effect that any additional delay that may result from any such contest would have on such environmental condition, as Beneficiary may reasonably require; (ii) Trustor shall have no right to contest if the delay that might result from any such contest would result in any material deterioration in the environmental condition of the Property or any portion thereof or in any material deterioration in the environmental condition of any other property; (iii) Trustor shall have no such right to contest if, as a result of such contest, any governmental agency would have the right to enforce a lien on all or any portion of the Property; and (iv) Trustor shall give prior written notice to Beneficiary of Trustor's intention to exercise such right of contest and, upon written request of Beneficiary, shall deliver to Beneficiary a good and sufficient bond or other security reasonably satisfactory to Beneficiary for the costs which would be incurred in complying with such Hazardous Materials Laws. Should a new chemical, material or substance become prohibited by federal, state or local regulation, or become known to pose a hazard, Trustor shall take measures to comply with the law or regulation, and/or take such steps as are necessary to minimize environmental threats.
(b) Trustor shall immediately advise Beneficiary in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions relating to the Property instituted, completed or threatened pursuant to any environmental laws, statutes, ordinances, rules and regulations, including any Hazardous Materials Laws, and of any notices received by Trustor with respect to the foregoing; (ii) Trustor's discovery of any claim made or clearly threatened in writing by any third party (other than by a governmental agency) and of any claim made or clearly threatened (whether or not in writing) by any governmental agency against Trustor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above are hereinafter referred to as "Hazardous Materials Claims"); and (iii) Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be classified as "border-zone property" under the provisions of California Health and Safety Code Sections 25220, et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Laws. Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall also immediately deliver to Beneficiary a copy of any notice of any violation of environmental laws, including Hazardous Materials Laws, hereafter received by Trustor.
(c) Without Beneficiary's prior written consent, which shall not be unreasonably withheld or delayed, Trustor shall not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree or other compromise in respect to any Hazardous Materials Claims, which remedial action, settlement, consent or compromise might, in Beneficiary's reasonable judgment, impair the value of Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in the event that the presence of any Hazardous Materials on, under or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction; (ii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; (iii) all federal, state and local governmental agencies having jurisdiction have approved of or required the particular remedial action; or (iv) a particular remedial action is recommended by a reputable environmental consultant selected or approved by Beneficiary in a report which is satisfactory to Beneficiary in its reasonable discretion.
(d) Trustor hereby agrees to defend (with counsel approved by Beneficiary), indemnify and hold Beneficiary harmless from and against, and shall reimburse Beneficiary for any and all Claims (as defined below). As used herein, "Claims" means any and all actual out of-pocket cost (including, without limitation, reasonable attorneys' fees, expenses and court costs), expense or loss arising from any claim, liability, damage, injunctive relief, injury to person, property or natural resources, fine, penalty, action and cause of action incurred by or asserted against Beneficiary and arising, directly or indirectly, in whole or in part, out of the release, discharge, deposit or presence, or alleged or suspected release, discharge, deposit or presence, of any Hazardous Materials at, on, about, under, within or from the Property, or in or adjacent to any part of the Property, or in the soil, ground water or soil vapor on or under the Property or elsewhere in connection with the transportation of Hazardous Materials to or from the Property in violation of any Hazardous Materials Laws, whether or not known to Trustor or Beneficiary, whether foreseeable or unforeseeable, regardless of the source of such release, discharge, deposit or presence and regardless of when such release, discharge, deposit or presence occurred or is discovered, provided however that this indemnity shall not extend to affirmative acts by Beneficiary which Trustor establishes are responsible for such release, discharge, deposit or presence, or alleged or suspected release, discharge, deposit or presence of any Hazardous Materials, or for increasing the damage resulting from actual, alleged, or suspected release, discharge, deposit or presence of any Hazardous Materials nor shall it extend to the presence of any Hazardous Materials on the Property prior to the date of recording this Mortgage. Without limiting the generality of the foregoing and for purposes of clarification only, Claims also include all actual out of-pocket costs incurred by Beneficiary in connection with (i) determining whether the Property is in compliance or the amount of money required to remediate any environmental contamination, and causing the Property to be or become in compliance, with all applicable Hazardous Materials Laws, (ii) any removal or remediation of any kind and disposal of any Hazardous Materials present at, on, under or within the Property or released from the Property to the extent required by applicable Hazardous Materials Laws in effect at the time of such removal, remediation or disposal, and (iii) any repair of any damage to the Property or any other property caused by any such removal, remediation or disposal.
ARTICLE II
EVENTS OF DEFAULT
2.01 Default. An event of default shall have occurred under this Deed of Trust if:
(a) There shall be a failure by Trustor to make the payment of any installment of principal or interest, or any other sum secured hereby which continues for fifteen (15) days after notice that such payment is due; or
(b) There shall be a failure by Trustor to comply with any other term, obligation, covenant or condition contained in this Deed of Trust; provided, however, that Trustor shall not be in default if Trustor, after Beneficiary sends written notice demanding cure of such failure, (i) cures the failure within thirty (30) days, or (ii) if the cure requires more than thirty (30) days, immediately commences to cure the failure and thereafter diligently prosecutes such cure to completion.
(c) There occurs an appointment, pursuant to an order of a court of competent jurisdiction, of a trustee, receiver or liquidator of the Property or any part thereof, or of Trustor, or any termination or voluntary suspension of the transaction of business of Trustor, or any attachment, execution or other judicial seizure of all or any substantial portion of Trustor's assets, which appointment, attachment, execution or seizure is not discharged within forty-five (45) days; or
(d) Trustor shall file a voluntary case under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Trustor or for any part of the Property or any substantial part of Trustor's property, or shall make any general assignment for the benefit of Trustor's, or shall fail generally to pay Trustor's debts as they become due or shall take any action in furtherance of any of the foregoing. 
(e) A court having jurisdiction shall enter a decree or order for relief in respect of Trustor in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or Trustor shall consent to or shall fail to oppose any such proceeding, or any such court shall enter a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Trustor of the Property or any substantial part of Trustor's property, or ordering the winding up or liquidation of the affairs of Trustor, and such decree or order shall not be dismissed within sixty (60) days after the entry thereof; or
(f) A material breach or default of any term, covenant, condition, provision, representation or warranty occurs under any agreement which guarantees any part of the indebtedness or obligations secured by this Deed of Trust or any of the events enumerated in subparagraph (c), (d) or (e) above occurs with regard to any guarantor of any indebtedness or obligations secured by this Deed of Trust, or there occurs the revocation, limitation or termination of the obligations of any such guarantor except in accordance with the express written terms of the instrument of guaranty; or
(g) There has occurred a default under any term, covenant, agreement, condition, provision, representation or warranty contained in any of the Related Documents or any other mortgage or deed of trust encumbering all or any portion of the Property, regardless of whether such mortgage or deed of trust is prior or subordinate to this Deed of Trust, or contained in any note or other instrument secured thereby, or contained in any other instrument securing such note, if such default remains uncured following any applicable notice, grace or cure period; or
(h) There has occurred a violation of any condition, covenant or restriction recorded against or affecting the Property, and such violation has not been cured within any applicable cure period provided therein; or
(i) Any representation or disclosure made to the Beneficiary by Trustor or by any guarantor of any indebtedness or obligations secured by this Deed of Trust proves to be materially false or misleading on the date as of which made, whether or not that representation or disclosure appears in this Deed of Trust; or
ARTICLE III
REMEDIES
3.01 Remedies. If the Trustor is in default, the Beneficiary may, at its option, and without notice to or demand upon the Trustor:
(a) Declare any or all indebtedness secured by this Deed of Trust to be due and payable immediately;
(b) Upon five (5) days' notice to Trustor, enter onto the Property, in person or by agent or by court-appointed receiver, and take any and all steps which may be desirable in the Beneficiary's sole discretion to complete any unfinished construction, to manage and operate the Property and to do any and all other acts which the Beneficiary deems proper to protect the security hereof and, either with or without taking possession, in its own name or in the name of the Trustor, sue for or otherwise collect and receive the rents, royalties, income and profits of the Property, and the Beneficiary may apply any rents, royalties, income or profits collected against the indebtedness secured by this Deed of Trust without in any way curing or waiving any default of the Trustor;
(c) Bring a court action to foreclose this Deed of Trust or to enforce its provisions or any of the indebtedness or obligations secured by this Deed of Trust;
(d) Cause any or all of the Property to be sold under the power of sale granted by this Deed of Trust in any manner permitted by applicable law; and
(e) Exercise any other right or remedy available under the Loan Documents or any other agreement of the Trustor, or under any guaranty of any obligations of the Trustor to the Beneficiary relating to the Loan, or otherwise available at law or in equity.
3.02 Power of Sale. In connection with the exercise of the power of sale granted by this Deed of Trust:
(a) Beneficiary may elect to cause the Property or any part thereof to be sold under the power of sale herein granted in any manner permitted by applicable law. In connection with any sale or sales hereunder, Beneficiary may elect to treat any of the Property which consists of a right in action or which is property that can be severed from the real property covered hereby or any improvements thereon without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with applicable law, separate and apart from the sale of real property. Any sale of any personal property hereunder shall be conducted in any manner permitted by Section 9501 or any other applicable section of the California Commercial Code. Where the Property consists of real and personal property or fixtures, whether or not such personal property is located on or within the real property, Beneficiary may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property, and fixtures in such order and manner as is now or hereafter permitted by applicable law.
(b) Without limiting the generality of the foregoing, Beneficiary may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted under Section 9501(4)(a) of the California Commercial Code; and if the Beneficiary elects to proceed in the manner permitted under Section 9501(4)(a)(ii) of the California Commercial Code, the power of sale herein granted shall be exercisable with respect to all or any of the real property, personal property and fixtures covered hereby, as designated by Beneficiary, and the Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to real property.
(c) Where the Property consists of real property and personal property, any reinstatement of the obligation secured hereby, following default and an election by the Beneficiary to accelerate the maturity of said obligation, which is made by Trustor or any other person or entity permitted to exercise the right of reinstatement under Section 2924c of the California Civil Code or any successor statute, shall, in accordance with the terms of California Commercial Code Section 9501(4)(c)(iii), not prohibit the Beneficiary from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the California Commercial Code; nor shall any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to Beneficiary in effecting any reinstatement pursuant to Section 2924c of the California Civil Code shall be applied to the secured obligation and to the Beneficiary's and Trustee's reasonable costs and expenses in the manner required by Section 2924c.
(d) Should Beneficiary elect to sell any portion of the Property which is real property or which is personal property or fixtures that Beneficiary has elected under Section 9501(4)(a)(ii) of the California Commercial Code to sell together with real property in accordance with the laws governing a sale of real property, Beneficiary or Trustee shall give such notice of default and election to sell as may then be required by law. Thereafter, upon the expiration of such time and the giving of such notice of sale as may then be required by law, and without the necessity of any demand on Trustor, Trustee, at the time and place specified in the notice of sale, shall sell said real property or part thereof at public auction to the highest bidder for cash in lawful money of the United States. Trustee may, and upon request of Beneficiary shall, from time to time, postpone any sale hereunder by public announcement thereof at the time and place noticed therefor.
(e) If the Property consists of several lots, parcels or items of property, Beneficiary may: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner Beneficiary deems in its best interest. Any person, including Trustor, Trustee or Beneficiary, may purchase at any sale hereunder, and Beneficiary shall have the right to purchase at any sale hereunder by crediting upon the bid price the amount of all or any part of the indebtedness hereby secured. Should Beneficiary desire that more than one sale or other disposition of the Property be conducted, Beneficiary may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as Beneficiary may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Property not sold until all indebtedness secured hereby has been fully paid. In the event Beneficiary elects to dispose of the Property through more than one sale, Trustor agrees to pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made, including reasonable compensation to Trustee and Beneficiary, their agents and counsel, and to pay all expenses, liabilities and advances made or incurred by Trustee in connection with such sale or sales, together with interest on all such advances made by Trustee at the lower of the interest rate set forth in the Note or the maximum rate permitted by law to be charged by Trustee.
(f) Upon any sale hereunder, Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be let into immediate possession; and the recitals in any such deed or deeds of facts, such as default, the giving of notice of default and notice of sale, and other facts affecting the regularity or validity of such sale or disposition, shall be conclusive proof of the truth of such facts and any such deed or deeds shall be conclusive against all persons as to such facts recited therein.
3.03 Sale Proceeds. The proceeds of any sale under this Deed of Trust will be applied in the following manner:
FIRST: Payment of the costs and expenses of the sale, including but not limited to the Trustee's fees, legal fees and disbursements, title charges and transfer taxes, and payment of all expenses, liabilities and advances of the Trustee, together with interest on all advances made by the Trustee at the lower of ten percent (10%) per annum or the maximum rate permitted to be charged by the Trustee under applicable law.
SECOND: Payment of all sums expended by the Beneficiary under the terms of this Deed of Trust and not yet repaid, together with interest on such sums at the interest rate set forth in the Note.
THIRD: Payment of the indebtedness and obligations of the Trustor secured by this Deed of Trust in any order that the Beneficiary chooses.
FOURTH: The remainder, if any, to the person or persons legally entitled to it.
3.04 Waiver. Trustor, for itself and for all persons hereunder claiming through or under it or who may at any time acquire a lien on all or any part of the Property or any interest therein, hereby expressly waives and releases all rights to direct the order in which any of the Property and/or any other property now or hereafter constituting security for any of the indebtedness secured hereby will be sold in the event of any sale under this Deed of Trust, and also any right to have any of the Property and/or any other property now or hereafter constituting security for any of the indebtedness secured hereby marshalled upon any foreclosure of this Deed of Trust or of any other security for any of said indebtedness.
3.05 Remedies Cumulative. All remedies contained in this Deed of Trust are cumulative, and the Beneficiary also has all other remedies provided by law or in any other agreement between Trustor and the Beneficiary. No delay or failure by the Beneficiary to exercise any right or remedy under this Deed of Trust will be construed to be a waiver of that right or remedy or of any default by Trustor. The Beneficiary may exercise any one or more of its rights and remedies at its option without regard to the adequacy of its security.
3.06 Costs and Fees. Trustor will pay all of the Beneficiary's and the Trustee's costs, fees and expenses incurred in any efforts to enforce any terms of this Deed of Trust or in the performance of its or their duties hereunder, whether or not any lawsuit is filed, including but not limited to legal fees and disbursements, foreclosure costs and title insurance or trustee's sale guaranty charges and any other governmental charges or impositions imposed by any governmental authority on the Trustee or the Beneficiary by reason of its or their interest in the Note, any note evidencing a future advance, or this Deed of Trust.
ARTICLE IV
MISCELLANEOUS
4.01 Invalidity. The invalidity or unenforceability of any one or more provisions of this Deed of Trust will in no way affect any other provision.
4.02 Loan Statement. Trustor agrees to pay to the Beneficiary a reasonable charge, not to exceed the maximum allowed by law, for giving any statement of the status of the obligations secured by this Deed of Trust.
4.03 Late Charge. If Trustor shall fail to make any payment due hereunder within fifteen (15) days after the date the same is due and payable, a late charge by way of damages shall be immediately due and payable in the amount of six percent (6%) of the overdue amount. Trustor recognizes that default in making the payments herein agreed to be paid when due will result in the Beneficiary incurring additional expense in servicing the Loan, in loss to the Beneficiary of the use of the money due, and in frustration to the Beneficiary in meeting its loan commitments. Trustor agrees that, if for any reason it fails to pay the amounts due under this Deed of Trust within fifteen (15) days after the date when due, the Beneficiary shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages. Trustor agrees that such amount as is specified herein is a reasonable approximation of damages for late payment.
4.04 Notices. All notices given under this Deed of Trust must be in writing and will be effectively served upon personal delivery or, if mailed certified United States mail, postage prepaid, return receipt requested upon the date indicated on the return receipt, sent to the Beneficiary at its address appearing in the recording information block on the front page of this Deed of Trust and sent to the Trustor at its addresses appearing below its signature, which addresses may be changed by written notice. However, the service of any notice of default or notice of sale under this Deed of Trust as required by law will, if mailed, be effective on the date of mailing.
4.05 Beneficiary Consent. Without affecting Trustor's liability for the payment of any of the indebtedness secured by this Deed of Trust, the Beneficiary may from time to time and without notice to the Trustor (a) release any person liable for the payment of that indebtedness, (b) extend or modify the terms of payment of that indebtedness, (c) accept additional real or personal property of any kind as security, or alter, substitute or release any property securing that indebtedness, or (d) cause the Trustee to consent to the making of any map or plat of the Property, or to reconvey any part of the Property, or to join in granting any easement or creating any restriction on the Property, or to join in any subordination or other agreement affecting this Deed of Trust.
4.06 Trustee Acceptance. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law.
4.07 Statute of Limitations. The Trustor waives all present and future statutes of limitations as a defense to any action to enforce the provisions of this Deed of Trust or to collect any indebtedness secured by this Deed of Trust to the fullest extent permitted by law, provided that such waiver shall not apply at any time after payment in full of all sums secured by the Deed of Trust.
4.08 Interpretation. The term "Trustor" includes both the original Trustor and any subsequent owner or owners of any of the Property, and the term "Beneficiary" includes the original Beneficiary and also any future owner or holder, including pledgees and Borrowers, of the Note or any interest therein. Whenever the context requires, the singular includes the plural and vice versa and each gender includes each other gender. The headings of the articles of this Deed of Trust are for convenience only and do not limit its provisions.
4.09 Consent. The Beneficiary's consent to any act or omission by Trustor will not be a consent to any other or subsequent act or omission or a waiver of the need for such consent in any future or other instance.
4.10 Successors. The terms of this Deed of Trust will bind and benefit the heirs, legal representatives, successors and assigns of Trustor, Trustor and Beneficiary and the successors in trust of the Trustee. If more than one person is named as Trustor, each will be jointly and severally liable to perform the obligations of the Trustor.
4.11 California Law. This Deed of Trust will be governed by California law.
4.12 Removal of Trustee. The Beneficiary may remove the Trustee or any successor Trustee at any time or times and appoint a successor Trustee by recording a written substitution in the county where the real property covered by this Deed of Trust is located, or in any other manner permitted by law. Upon that appointment, all of the powers, rights and authority of the Trustee will immediately become vested in its successor.
4.13 HUD Provisions. Notwithstanding any other provisions in this Deed of Trust and so long as a mortgage affecting the Property is held by the Secretary of Housing and Urban Development (the "Secretary"), including its successors or assigns, or a regulatory agreement and/or use agreement in favor of the Secretary is still outstanding, the following provisions shall apply:
(a) HUD's Consent. Beneficiary shall not declare any default pursuant to the provisions of Article II herein unless Beneficiary has received the prior written consent of the Secretary.
(b) Subordination. Beneficiary, for itself and its successors and assigns, covenants and agrees that all of its rights and powers under this Deed of Trust are subordinate and subject to the rights of the Secretary of Housing and Urban Development (the "Secretary") under that certain Deed of Trust delivered or to be delivered by Trustor for the benefit of the Secretary in connection with a Capital Advance made or to be made to Trustor in the amount of approximately FOUR MILLION ONE HUNDRED SIXTY-SEVEN THOUSAND FIVE HUNDRED FIFTEEN DOLLARS ($4,167,515) and identified by the Secretary as HUD Project No. 121-EE154-NP-WAH/CA39-S011-014 (hereinafter referred to as the "First Deed of Trust"); that certain Security Agreement executed or to be executed by and between the Trustor and Secretary; and to the rights of the Secretary under that certain Regulatory Agreement between the Trustor and Secretary and recorded or to be recorded in Contra Costa County, California.
(c) Rights to Rents Collected. Beneficiary, for itself and its successors and assigns, further covenants and agrees that in the event of the appointment of a receiver or of the appointment of the Beneficiary as mortgagee-in-possession, in any action by the Beneficiary or its successors or assigns, to foreclose the mortgage, no rents, revenue or other income of the Project collected by the receiver or by the mortgagee-in-possession shall be utilized for the payment of interest, principal, or any other charges due and payable under this Deed of Trust, except from residual receipts, if any, as that term is defined in the Regulatory Agreement; and further, the receiver or mortgagee-in-possession shall operate the Project in accordance with all the provisions of the First Deed of Trust and the Regulatory Agreement.
(d) Deed-In-Lieu of Foreclosure. In the event the Secretary acquires title to the Project by a deed-in-lieu of foreclosure, the lien of this Deed of Trust will automatically terminate subject to the conditions hereinafter described. The Beneficiary of this Deed of Trust may cure a default under the First Deed of Trust prior to a conveyance by deed-in-lieu of foreclosure. The Secretary shall give written notice to the Beneficiary of this Deed of Trust of a proposed tender of title in the event the Secretary decides to accept a deed-in-lieu of foreclosure. The Secretary will only give such written notice if, at the time of the placing of the subordinate lien against the Project, the Secretary receives a copy of any endorsement to the title policy of the Trustor or Beneficiary which indicates that (1) this Deed of Trust has been recorded and (2) the Secretary is required to give notice of any proposed election to or tender of a deed-in-lieu of foreclosure. Such notice shall be given at the address stated herein or such other address as may subsequently, upon written notice to the Secretary, be designated by the Beneficiary of this Deed of Trust as its legal business address. The Beneficiary of this Deed of Trust shall have thirty (30) days to cure the default after the notice of intent to accept a deed-in-lieu of foreclosure is mailed.
(e) Trustor's Notice To Beneficiary. Notwithstanding the above requirements, in the event that Trustor contemplates executing a deed-in-lieu of foreclosure, Trustor shall first give the Beneficiary thirty (30) days' prior written notice; provided, however, that the failure of Trustor to give said notice shall have no effect on the right of the Secretary to accept a deed-in-lieu of foreclosure.
(f) No Amendments. This Deed of Trust and in particular, this Section 4.13 shall not be amended without the prior written consent of the Secretary.
4.14 Right of Beneficiary to Cure Prior Deeds of Trust or Other Security Interest Default. In the event of a default or breach by Trustor of a mortgage, deed of trust or other security interest with respect to the Property prior to the completion of development, the Beneficiary may cure the default prior to completion of any foreclosure. In such event, the Beneficiary shall be entitled to reimbursement from the Trustor of all costs and expenses incurred by the Beneficiary in curing the default secured by a lien upon the Property to the extent of such costs and disbursements.

4.15 Right of the Beneficiary to Satisfy Other Liens on the Property. Prior to the completion of development, and after the Trustor has had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Property, the Beneficiary shall have the right to satisfy any such liens or encumbrances, provided, however, that nothing herein shall require the Trustor to pay or make provision for the payment o any tax, assessment, lien or charge so long as the Trustor in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Property to forfeiture or sale.
IN WITNESS WHEREOF, the undersigned has executed this Deed of Trust the day and year first hereinabove written.
CHRISTIAN CHURCH HOMES, INC., a California nonprofit, public benefit corporation 

By: 

Its: ____ 


Address: ___ 
___ 

"TRUSTOR"






ACKNOWLEDGMENTS


EXHIBIT A TO ATTACHMENT NO. 7


DESCRIPTION OF PROPERTY




The land referred to herein is situated in the State of California, County of Contra Costa, City of Brentwood, and is described as follows:

PARCEL TWO, AS SHOWN ON THE MAP OF MS-352-96, WHICH MAP WAS FILED ON AUGUST 29, 1996 IN BOOK 169 OF PARCEL MAPS, PAGE 43, CONTRA COSTA COUNTY RECORDS.

EXCEPTING THEREFROM:

THAT PORTION OF SAID LAND GRANTED TO THE CITY OF BRENTWOOD BY RESOLUTION NO. 98-122 RECORDED JANUARY 27, 1999, INSTRUMENT NO. 99-22284, CONTRA COSTA COUNTY RECORDS.

ASSESSOR'S PARCEL NUMBER: 016-160-041



ATTACHMENT NO. 8



RECORDING REQUESTED BY AND
AFTER RECORDATION, MAIL TO:
The Redevelopment Agency of
the City of Brentwood
150 City Park Way
Brentwood, CA 94513


AFFORDABLE HOUSING COVENANT

For valuable consideration, the receipt of which is hereby acknowledged, REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD ("Agency") acting to carry out the obligations under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seq.) to establish an affordable housing program for the City of Brentwood, hereby agrees with CHRISTIAN CHURCH HOMES, INC., a California nonprofit corporation ("Developer"), with respect to that certain real property (the "Site") legally described on Exhibit A, that the Site will be subject to the conditions, restrictions, reservations and rights of the Agency specified below:
1. USE OF THE SITE. Developer hereby covenants and agrees that during the term of this Agreement the Site shall be used solely for the purpose of the development and operation of an affordable senior rental housing project in compliance with all of the following:
A. Development. Developer shall promptly commence and diligently construct a thirty-nine (39) unit (plus one (1) manager's unit) senior housing project with common facilities on the Site (the "Project"). On completion of construction, Developer shall operate the Project as an affordable housing project for rental to seniors in accordance with the criteria described herein.
B. Rent and Income Restrictions.
(1) The thirty-nine (39) units shall be rent-restricted and occupied by Very Low Income Households as defined in California Health and Safety Code section 50105. Rent shall be no greater than that considered as "affordable rent" for Very Low Income Households pursuant to Section 50053 of the California Health and Safety Code, as amended, or any successor statute thereto.
(2) If an occupant of a unit no longer qualifies as a Very Low Income Household, the occupant may continue to occupy the unit provided the occupant qualifies as a Lower Income Household as defined by California Health and Safety Code section 50079.5. If the occupant does not qualify as a Lower Income Household, the occupant must vacate the Project within thirty (30) days of the date of disqualification.
(3) The income of all persons residing in the unit shall be considered for purposes of calculating the applicable income. No less than one person per bedroom shall be allowed, and no more than four persons shall be permitted to occupy a 2-bedroom unit.
(4) The manager's unit is exempt from the income and age restrictions of this Covenant.
C. Seniors. At least one occupant of each unit shall be a senior citizen who is defined as any person sixty-two (62) years or older. All other occupants of the unit must be fifty-five (55) years or older.
D. Reporting Requirements. Semi-annual rental reports and annual income and age recertifications for each occupant must be submitted to the Agency. The reports, at a minimum, shall include:
(1) The number of persons per unit;
(2) Tenants name and unit occupied;
(3) Initial occupancy date;
(4) Rent paid per month;
(5) Gross income per year and income category;
(6) Percent of rent paid in relation to income;
(7) Age of the tenants;
(8) Sources of income;
(9) Method of verification of income.
Upon request, annual income recertifications shall be accompanied by the copies of the documents used to certify eligibility. Agency may from time to time during the term of this Covenant request additional or different information and Developer shall promptly supply such information in the reports required hereunder.
E. Financial Records. Developer shall keep true and correct financial books and records for the construction and operation of the Project. Within one hundred twenty (120) days after the end of Developer's fiscal years, Developer shall deliver audited balance sheets and income statements to Agency for itself and the Project, together with a statement showing all changes in the financial condition of Developer and the Project which occurred during the preceding fiscal year. Upon request, Developer shall also promptly deliver to Agency all quarterly balance sheets and income statements for itself and the Project if available. Developer shall promptly provide Agency with any additional audited financial information that Developer may obtain, as well as signed copies of any tax returns and such other information as Agency may reasonably request.
F. Marketing Reports. Within 10 days of Agency's request, Developer shall deliver to Agency marketing and leasing information, schedules and reports in form and substance reasonably acceptable to the Agency.
2. NO TRANSFER. Developer shall not sell, transfer, convey, encumber, assign or lease the whole or any part of its respective interest in the Site without the prior approval of the Agency. Developer shall request approval by written notice at least 90 days prior to any proposed transfer. Agency agrees that approval of a transfer by the United States Department of Housing and Urban Development ("HUD") shall be deemed to be approval by the Agency. Developer shall send Agency copies of all requests for approval sent to HUD at the same time such request is made of HUD. This prohibition against transfer shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Site or to prohibit or restrict the leasing of units within the Project to the tenants who meet the criteria listed above when the Project is completed.
3. NO DISCRIMINATION. Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees or vendees in the Site.
All deeds, leases or contracts made relative to the Site, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination clauses:
A. In deeds: The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.
B. In leases: The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the leasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, 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 or vendees in the land herein leased.
C. In contracts: There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, transfer, use occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, 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 or vendees in the land.
4. MAINTENANCE AND MANAGEMENT. Developer agrees to maintain the improvements and landscaping on the Site in a clean and orderly condition and in good condition and repair and keep the Site free from accumulation of debris and waste materials during the term of this Covenant. Developer may not hire a third party unrelated to Developer to manage the Project following completion of construction of the Project without the Agency's prior written consent which consent shall not be unreasonably withheld. Any property management agreement shall name the Agency as a third party beneficiary giving the Agency the right to enforce the property management agreement. The form of the property management agreement shall be subject to the prior written consent of the Agency.
5. NO IMPAIRMENT OF LIEN. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Covenant shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument; provided, however, that any successor of Developer to the Site shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. If the Site is acquired by HUD, HUD, its successors and assigns shall not be bound by the covenants, conditions, restrictions, limitations or provisions contained herein.
6. DURATION. The covenants set forth at paragraphs 1, 2 and 4 shall remain in effect until fifty-five (55) years from the date of recording this Covenant. The covenants set forth at paragraph 3 shall remain in effect in perpetuity.
7. HUD RIGHTS - SUBORDINATION. Notwithstanding any other provisions in this Covenant and so long as a mortgage affecting the Site is held by the Secretary of Housing and Urban Development, including its successors and assigns (the "Secretary"), or a regulatory agreement and/or use agreement in favor of the Secretary is still outstanding, the following provisions shall apply:
A. The provisions in this Covenant are subordinate to all applicable HUD mortgage and capital advance regulation and related administrative requirements. In the event of any conflicts between the provisions of this Covenant and the provisions of any applicable HUD regulations, related HUD administrative requirements or HUD capital advance documents, including but not necessarily limited to a HUD Use Agreement, HUD Regulatory Agreement, HUD Deed of Trust and HUD Project Rental Assistance Contract (collectively, the "HUD Documents"), the HUD Regulations, related HUD administrative requirements and HUD documents shall govern and control.

B. Enforcement of the provisions of this Covenant shall not result in any claim against the Project, the capital advance proceeds, any reserve or deposit required by HUD in connection with the mortgage transaction, or the rents or other income from the Property other than available residual receipts authorized for release by HUD.

C. In the event that any of the restrictions on occupancy, use and rents described in paragraphs I.B and I.C of this Covenant at any time exceeds HUD's restricts on occupancy, use and rents or otherwise affects the financial viability of the Project (i.e., impairing the Developer's ability to sustain a level of income sufficient to meet all financial obligations of the Project, including HUD-required escrows and Project operating expenses) as determined by HUD, then HUD reserves the right to require the Agency to remove or void all or any portion of the occupancy, use and rent restrictions described in said paragraphs I.B and I.C. In the absence of the Agency's compliance with a HUD request that the Agency remove or void the restrictions, then the Agency expressly recognizes the power of HUD to take the appropriate action to unilaterally remove or void the restriction(s) and that HUD shall not have to look any further than the legal instrument containing the restriction(s) for the power to remove or void it/them.

D. The Agency shall not declare a default pursuant to the provisions of this Covenant without the prior written consent of HUD.

E. This Agreement shall not be amended without the prior written consent of HUD, which consent shall not be unreasonably withheld.

8. SUCCESSORS AND ASSIGNS. The covenants contained in this Covenant shall inure to the benefit of the Agency and its successors and assigns and shall be binding upon Developer and any successor in interest to the Site and the Project or any part thereof. The covenants shall run in favor of the Agency and its successors and assigns for the entire period during which such covenants shall be in force and effect, without regard to whether the Agency is or remains an owner of any land or interest therein to which such covenants relate. The Agency, and its successors and assigns, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach.

IN WITNESS WHEREOF, the Agency and Developer have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized.
Dated for reference purposes only: as of , 2002.
, 2002

APPROVED AS TO FORM:


Agency Counsel
REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD


By: 
John Stevenson, Executive Director

By: 
Karen Diaz, Agency Secretary


"AGENCY"


, 2002 CHRISTIAN CHURCH HOMES, INC., a California nonprofit, public benefit corporation 

By: 

Its: 

"DEVELOPER"




ACKNOWLEDGMENTS



EXHIBIT A TO ATTACHMENT NO. 8


LEGAL DESCRIPTION OF THE SITE




The land referred to herein is situated in the State of California, County of Contra Costa, City of Brentwood, and is described as follows:

PARCEL TWO, AS SHOWN ON THE MAP OF MS-352-96, WHICH MAP WAS FILED ON AUGUST 29, 1996 IN BOOK 169 OF PARCEL MAPS, PAGE 43, CONTRA COSTA COUNTY RECORDS.

EXCEPTING THEREFROM:

THAT PORTION OF SAID LAND GRANTED TO THE CITY OF BRENTWOOD BY RESOLUTION NO. 98-122 RECORDED JANUARY 27, 1999, INSTRUMENT NO. 99-22284, CONTRA COSTA COUNTY RECORDS.

ASSESSOR'S PARCEL NUMBER: 016-160-041































Summary Report
(Prepared pursuant to Health and Safety Code Section 33433)

FOR THE


SYCAMORE PLACE II SENIOR HOUSING PROJECT
IN THE
NORTH BRENTWOOD
REDEVELOPMENT PROJECT








October 2002










REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD








Summary Report Prepared Pursuant to 
Health and Safety Code Section 33433 
Sycamore Place II Senior Housing Project
North Brentwood Redevelopment Project



REPORT PREPARED BY




Redevelopment Agency of the City of Brentwood
150 City Park Way
Brentwood, CA 94513





Seifel Consulting Inc.
1388 Sutter Street, Suite 520
San Francisco, CA 94109
(415) 931-9600








October 2002

Table of Contents
Summary Report Prepared Pursuant to 
Health and Safety Code Section 33433 
Sycamore Place II Senior Housing Project

I. Purpose and Report Organization 1
II. Description of the Project 2
III. Developer and Agency Responsibilities 3
IV. Cost of Agreement to Agency 5
A. Projected Gross Agency Cost 5
B. Projected Revenue to the Agency 6
C. Net Costs to the Agency 6
V. Highest and Best Use Value of Property 7
VI. Reuse Value of Property 7
VII. Blight Alleviation 7
VIII. Conformance with Implementation Plan 8




Table of Figures

Figure 1 Site Plan of Sycamore Place II 9


I. Purpose and Report Organization
The Community Redevelopment Law (CRL) Section 33433, requires that if a redevelopment agency seeks to sell or lease property to which it holds title and if that property was acquired in whole or in part with property tax increment funds, the agency must first secure approval of the proposed sale or lease agreement from its local legislative body after a public hearing. A copy of the proposed sale or lease agreement and a summary report that describes specific financing elements of the proposed transactions must be available for public inspection prior to the public hearing. As required by CRL 33433(a)(2)(B), the following information must be included in the summary report (italicized text is excerpted from the CRL):

i. The cost of the agreement to the redevelopment agency, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be provided by the agency, plus the expected interest on any loans or bonds to finance the agreements.
ii. The estimated value of the interest to be conveyed or leased, determined at the highest and best use permitted under the plan.
iii. The estimated value of the interest to be conveyed or leased, determined at the use and with the conditions, covenants, and development costs required by the sale or lease. The purchase price or present value of the lease payments which the lessor will be required to make during the term of the lease. If the sale price or total rental amount is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use consistent with the redevelopment plan, then the agency shall provide as part of the summary an explanation of the reasons for the difference.
iv. An explanation of why the sale or lease of the property will assist in the elimination of blight, with reference to all supporting facts and materials relied upon in making this explanation.

This report is the Summary Report as required by Section 33433 of the CRL for the proposed Sycamore Place II Senior Housing Project (Project), located in the North Brentwood Redevelopment Project Area. The Redevelopment Agency of the City of Brentwood (Agency) intends to enter into a Disposition and Development Agreement (DDA) with the project’s developer, Christian Church Homes, Inc. (Developer) for the purpose of conveying and developing a 2.57-acre site for a very low-income senior apartment complex. This report outlines the relevant parts of the proposed DDA between Agency and the Developer. The DDA requires the Developer to redevelop the site for affordable senior housing. The purpose of this analysis is to determine the cost of the Agreement to the Agency.

This report is based upon information in the Draft DDA, dated October 24, 2002, and is organized into the following eight sections:
• Section I - Background and Purpose describes the report purpose and organization.
• Section II - Description of the Project summarizes the development to be undertaken pursuant to the DDA.
• Section III - Developer and Agency Responsibilities outlines the Developer and the Agency responsibilities under the DDA.
• Section IV - Cost of Agreement to Agency summarizes net cost of the DDA and the sale, equivalent to the total cost to the Agency less any revenues it will receive. This section describes Agency expenditures to date, revenues from the sale of the property and the value of the tax increment generated by the DDA.
• Section V - Highest and Best Use Value of Property presents value of the property at its highest and best use, as determined by an independent appraisal.
• Section VI - Reuse Value of Property estimates the value of the Property to be conveyed, determined at the use—and with the conditions, covenants, and development costs required for the sale and development of the Property under the DDA (referred to as the “reuse value” of the Property).
• Section VII - Blight Alleviation explains why the sale and redevelopment of the Property pursuant to the DDA will assist in the elimination of blight.
• Section VIII - Conformance with Implementation Plan explains why the sale and redevelopment of the Property pursuant to the DDA is in conformance with the Agency’s 2000-2004 Five-Year Implementation Plan for the Brentwood and North Brentwood Redevelopment Projects.

II. Description of the Project
Site
The site is a 2.7-acre (111,731 square foot) parcel located at 161 Sycamore Avenue, between Barbara Street and Sycamore Court in the North Brentwood Redevelopment Project in the City of Brentwood. The site, identified as Assessor’s Parcel Number 016-160-041, is currently owned by the City of Brentwood and used as a municipal corporation yard, consisting of offices, equipment service and repair, and equipment and parts storage. The City plans to relocate the municipal service facility to the Sunset portion of the North Brentwood Redevelopment Project Area. Pursuant to the terms of the DDA, the Agency will purchase the site from the City and convey the property to the Developer. Figure 1, at the end of this document, is a map of the site.
Developer
The Developer of the Project is Christian Church Homes, Inc. (CCH), a non-profit corporation, whose principal office is 303 Hegenberger Drive, Suite 201, Oakland, California 94621-1419. CCH is the developer and manager of Sycamore Place I, located at 1100 Sycamore Court, immediately adjacent to the proposed Project site. 
Project Description
The development proposed to be constructed on the site is an affordable senior apartment complex consisting of 39 rent-restricted one-bedroom units. The Developer will restrict the rental of the 39 units for a 55 year term to very low income senior households (i.e. seniors whose household income does not exceed 50 percent of annual gross media income for Contra Costa County, adjusted for family size). The proposed Project will include one two-bedroom manager’s unit, a community building, related on- and off-site improvements, and a pedestrian connection to Sycamore Place I. The community building will contain a manager’s office, laundry room, community room, kitchen, and maintenance room. The Developer will landscape the grounds and include a community gardening area. The development is allowed under the City of Brentwood Zoning Code (R-3), the General Plan and the North Brentwood Redevelopment Plan. 


III. Developer and Agency Responsibilities
The proposed DDA outlines responsibilities for both the Developer and the Agency. This section summarizes the major responsibilities of the Developer and the Agency, as outlined in the proposed DDA.

The Developer will:
• Purchase the 2.57-acre property from the Agency for $530,722, in accordance with the terms outlined in the DDA. The purchase price was established by an updated appraisal dated January 3, 2002 and represents the fair market value of the site at its highest and best use. 
• Deposit into escrow an amount equal to the predevelopment costs advanced to the Developer by the Agency pursuant to the Predevelopment Loan Agreement (up to a maximum of $175,000), less $44,699. This $44,699 represents general project management and overhead costs to be reimbursed to the Developer by the Agency. 
• Deposit several documents into escrow, including: a promissory note in an amount equal to the principal amount of the purchase price ($530,722); a deed of trust securing the promissory note in the form identified in the DDA (Attachment 7); an affordable housing covenant in the form attached to the DDA (Attachment 8) and other such documents evidencing and securing the Agency loan as described in the DDA.
• Obtain irrevocable and binding commitments for the HUD funds and HOME funds sufficient to complete the project. (Other financing to be obtained by developer is subject to the Agency’s approval.)
• Conduct an investigation of the Site, its physical condition, the soils and toxic conditions of the site and all other matters that in the Developer’s judgement affect or influence the Developer’s proposed use of the site and the Developer’s willingness to develop the site pursuant to the DDA. If the Developer determines the site is unsuitable for the proposed use to the extent it is not economically feasible for the Developer to develop the site pursuant to the DDA, the Developer may take action to place the site in a suitable condition for development, at no cost to the Agency, or terminate the DDA.
• Agree to purchase the site “as is,” in its current physical condition.
• Indemnify the Agency regarding and against any liabilities, obligations, etc. resulting from or in connection with the generation, storage, handling, transportation, use, presence, placement, migration and/or release of hazardous materials. Release and waive all rights, causes of actions and claims the Developer has or may have in the future against the indemnitees arising out of or in connection with any hazardous materials, at, on, in, beneath or from the site.
• Construct the project on the site as described in the Scope of Development (Attachment 5 of the DDA).
• Bear the costs of developing the site and constructing all improvements, except for work set forth in the DDA to be performed or paid for by the Agency or others.
• Pay the costs necessary to administer and carry out its respective responsibilities and obligations under the DDA.
• Pay real estate taxes and assessments assessed and levied on the site for any period subsequent to conveyance of title to or delivery of possession of the site.
• Not, except as permitted by the DDA, sell, transfer, convey, assign or lease the site or buildings or improvements without prior approval of the Agency. Developer will send the Agency copies of any requests to HUD to transfer the site. 
• Covenant and agree for itself, its successors, its assignees and every successor in interest that the Developer, its successors and assignees will construct, operate and maintain a senior housing project on the site as described in the Affordable Housing Covenant. (Attachment 8 of the DDA).
• Develop the site to consist of 39 one-bedroom units, one two-bedroom manager’s unit and a community building. The community building will contain the manager’s office, laundry room, community room, kitchen, and maintenance room. 
• Agree to restrict rental of 39 units in the project to seniors whose incomes do not exceed 50% of annual gross median income for Contra Costa County, adjusted for family size. The Affordable Housing Covenant shall be recorded against the site immediately after the grant deed conveying site to Developer. 
• Landscape site to embellish all open spaces to integrate the Developer’s improvements with adjacent sites within the Project Area and include a community gardening area. 
• Demolish or salvage, clear and remove the asphalt, concrete foundations, gravel, existing landscaping, and all on-site pavements, parking bays, walks, curbs, gutters and other improvements and grade the site.
• Widen Sycamore Avenue fronting the property to ultimate residential local street configuration, including curb, gutter and sidewalk.
• Construct and maintain on-site drainage improvements and connect to Contra Costa County Flood Control District Drainage Area storm line on Sycamore Avenue. 
• Meet the requirements of the Affordable Housing Covenant, including the reporting requirements.

The Agency will:
• Acquire the site from the City. 
• Deposit into escrow an amount equal to the purchase price for the site, less the predevelopment costs advanced pursuant to the Predevelopment Loan Agreement.
• Execute and deliver the deed conveying the property to the developer. Agency will pay costs necessary to place the title to the property in the condition for conveyance required by DDA, limited to a maximum of $10,000.
• Convey to the Developer fee title to the Agency owned property free and clear of all recorded liens, encumbrances, covenants, assessments, easements, leases and taxes except for those exceptions set forth in Attachment No. 3 to the DDA.
• Be responsible for ad valorem taxes and assessments, if any, levied, assessed or imposed on the property for any period prior to conveyance of the title.
• Pay the costs necessary to administer and carry out their respective responsibilities and obligations under the DDA.
• Cause the City to vacate the site and to demolish or salvage, clear and remove all on-site buildings, retaining walls, flag pole, interior light poles, and storage bins, and leave perimeter fencing.


IV. Cost of Agreement to Agency
The cost of the Agreement to the Agency is defined as the net cost to the Agency resulting from:
1. Agency expenditures for purchase of the property. 
2. Agency disbursements to the Developer to reimburse administration and overhead costs, as identified in the DDA. 
3. Agency revenue derived from the sale of the property and anticipated tax increment receipts.

The following sections describe the anticipated Agency expenditures and revenues pursuant to the Agency Agreements with the Developer. By the nature of the DDA with the Developer, not all costs and revenues can be accurately predicted. Therefore, the Agency's projections should be considered best estimates based upon analysis of the data provided by the Developer, Agency staff and consultants. In fact, the actual costs and returns to the Agency may vary from these projections.
A. Projected Gross Agency Cost
The Agency expects to expend approximately $530,722 to purchase the property, based on its fair market appraised value at its highest and best use. Under the terms of the DDA, the Agency is also responsible for escrow and title fees to place title to the property in the condition necessary for conveyance, limited to a maximum of $10,000 . In addition, the Agency will reimburse $44,699 to the Developer for the costs incurred by the Developer for administration and overhead fees. The projected gross cost to the Agency of the Agreements is therefore estimated at $585,421, as itemized below:

Projected Gross Agency Cost 
Land purchase from City
Max. Title/Escrow Fees
Developer Admin./Overhead 
Total $530,722
$10,000
$44,699
$585,421

Under a separate Predevelopment Loan Agreement, dated June 24, 2002, between the Agency and the Developer, the Agency has agreed to lend up to $175,000 to the Developer to assist in paying predevelopment costs associated with the Project. The Developer will repay all monies borrowed under the Predevelopment Loan (less $44,699 to cover Developer administrative and overhead costs, as described above) prior to close of escrow for the property purchase. To date, the Agency has loaned the Developer a total of $35,051.86, leaving a balance of $140,948.14, which may be borrowed under the loan ($175,000 - $35,051.86 = $140,948.14):

Predevelopment Loan Borrowed to Date 
Reimburse HUD Application - 8/23/2001
Appraisal Update -1/22/2002
Draw Dated 7/31/2002 
Total as of October 24, 2002 $8,340.00
$2,000.00
$23,711.86
$35,051.86

B. Projected Revenue to the Agency

The Developer has agreed to purchase the site for $530,722, based on the property’s fair market value at its highest and best use, as described below. The Agency has agreed to loan CCH an amount equal to the purchase price. The loan is evidenced by a promissory note, accruing 3 percent simple interest per annum, with all principal and interest due and payable at the end of 55 years. 

The Agency does not expect to receive any tax increment revenues from the property because the Developer (as a non-profit corporation) is anticipated to file for and receive a property tax exemption on the property. The total projected revenue to the Agency is $530,722, as itemized below. 

Projected Revenue to Agency 
Land purchase by Developer
Tax Increment Revenues
Total Revenue $530,722
$0
$530,722
C. Net Costs to the Agency
The net cost to the Agency is the difference between projected revenues and costs:

Projected Revenue to Agency 
Developer Land Purchase from Agency $530,722
Tax Increment Revenue to Agency $0
Subtotal – Revenues $530,722

Less: Projected Gross Costs to Agency 
Agency Land Purchase from City $530,722
Maximum Title/Escrow Charges $10,000
Reimburse Developer Administrative Overhead $44,699
Subtotal – Gross Cost $585,421

Net Financial Gain/(Cost) ($54,699)

The net cost to the Agency for the development of the site as affordable senior housing is estimated at $54,699. As noted above, this amount is intended to reimburse the developer for administrative and overhead expense, and to cover escrow and title fees required to place title to the property in the necessary condition for conveyance. The consideration received by the Agency for the land purchase is equal to the fair market value at its highest and best use (described in Section V), as evidenced by the principal amount of the promissory note.


V. Highest and Best Use Value of Property
As described above, this Summary Report has been prepared in accordance with Section 33433 of the California Health and Safety Code. Section 33433 requires the Agency to identify the value of the interests being conveyed at the highest and best use allowed by the site’s zoning and the requirements imposed by the Redevelopment Plan. The highest and best use value must be based on the assumption that near-term development is required. Furthermore, the highest and best use value may not take into account any extraordinary use and/or quality restrictions being imposed on the development by the Agency.

The highest and best use of the property is high-density multi-family residential. This conclusion is based on an appraisal commissioned by the Agency and prepared January 3, 2002 by Associated Right of Way Services, Inc. (ARWS). The site is zoned R-3 for High Density Multi-family Residential by the City of Brentwood. The land is currently used as a municipal service, storage, yard and office facility. According to the ARWS appraisal the land could be more fully utilized under the guidelines of the current zoning as a high-density multi-family residential use. The zoning allows 16 units per acre, and as many as 20 units/acre may be permitted with a conditional use permit. Based on these parameters, 41 to 51 dwelling units would be permitted on the site. A high-density multi-family residential use would be compatible with the existing neighborhood. A 41-unit senior residential facility is adjacent to the site to the north, and two newer 80-unit apartment complexes for low to moderate income families are across the street from, and to the south of, the site. AWRS discussions with City staff and area property managers indicated the demand for multi-family rental housing is high, with very few available units, justifying development to this use. AWRS concluded that the highest and best use of the site is for development to high-density multi-family residential. The appraisal estimated the fair market value of the property, under its highest and best use at $530,722, or approximately $4.75 per square foot. 

VI. Reuse Value of Property
The reuse value of the property is determined based on the specific uses, covenants and development costs required under the DDA. The highest and best use of the property is for multifamily residential (refer to Section V). The uses, covenants, conditions and restrictions imposed under the DDA require the project to be used for multifamily housing, which is the highest and best use for the property. The Agency will convey the property to the Developer for $530,722, as evidenced by the principal amount of the promissory note. This purchase price is the determined highest and best use value of the property. Therefore, the reuse value of this property is equivalent to its highest and best value.

VII. Blight Alleviation
The sale and redevelopment of the Property will eliminate blighting influences in the Project Area, as well as help the City achieve planning objectives and affordable housing goals. It will serve as a catalyst for private reinvestment that will help to eliminate and/or relocate shifting and incompatible industrial uses which have prevented the economic development of the Brentwood Boulevard/Sycamore Avenue portion of the North Brentwood Project Area. The North Brentwood Project Area has been characterized by shifting uses and hindered by incompatible and non-conforming heavy to light industrial uses. Earlier this year, the North Brentwood Project Area was amended to include the Sunset area, which is proposed to be used as an industrial park subdivision that is necessary to alleviate blight in North Brentwood. To accomplish this, the Amended Plan proposes relocating existing incompatible and non-conforming uses from North Brentwood to the Sunset Area. The May 7, 2002 Report to the City Council stated that the “current incompatible uses and other elements of blighting conditions are detrimental to the Agency’s housing production and provide further justification as to the reason why those businesses must be relocated to the Sunset area. These existing industrial uses are incompatible with residential uses due to noise, dust, odor and heavy truck traffic.” 

The Property is located on Sycamore Avenue, between Barbara Street and Sycamore Court. As discussed earlier, the site is zoned high density multi-family use. However, the land is currently used as a corporation yard and office facility for the City’s Public Works Department. The current use of the property is a legal, non-conforming industrial use that is incompatible with surrounding adjacent residential uses. A 41-unit senior residential facility is adjacent to the Property to the north, and two newer 80-unit apartment complexes for low to moderate income families are across the street from, and to the south of, the site. The noise and truck traffic related to the existing industrial use on the site adversely impacts the surrounding residential uses. 

The DDA accomplishes the goal and objectives of the recent Plan Amendment by relocating the City’s Corporation Yard, an existing incompatible and non-conforming industrial use in a residential neighborhood, to the Sunset Industrial Complex. 

The relocation of the municipal facility from the site, and the development of an affordable multi-family senior housing development will further the Agency’s goals of eliminating blight and increasing the supply of low and moderate income housing in the community. Thus, the Agency is entering into the DDA with the developer as the next step to achieve its objectives of alleviating blighting conditions caused by incompatible uses and furthering its goal for increasing affordable housing. 

VIII. Conformance with Implementation Plan
Implementation of the DDA and the sale of the property will help meet the goals and objectives set forth in the North Brentwood Redevelopment Plan as well as those in the Agency's Second Implementation Plan for the Redevelopment Plans for the Brentwood and North Brentwood Redevelopment Projects, adopted on March 28, 2000. Relevant goals of the Implementation Plan include:
• Eliminate conditions of blight existing in the Project Areas and insure, to the extent possible, that the causes of blighting conditions in the Project Areas will be either eliminated or prevented. 
• Encourage the development of new affordable housing opportunities in the Project Areas.
• Within the Implementation Plan term (1999/00 through 2003/04) assist with funding construction for an affordable senior housing project.

In conformance with these goals, the conveyance of this property to the Developer is projected to create 39 units of affordable housing for very low income seniors on a site that previously contained a use that conflicted with surrounding residential uses. Thus, the proposed Project will conform to the Implementation Plan, and will achieve the goals specifically defined in the Implementation Plan.


























Figure 1
Site Plan of Sycamore Place II















































INITIAL STUDY


BACKGROUND

1. Project Title: Sycamore Place II

2. Lead Agency Name and Address: Brentwood Redevelopment Agency
150 City Park Way
Brentwood, CA 94513

3. Contact Person and Phone Number: Gina Rozenski
925-240-2504

Project Location: 161 Sycamore Avenue
Northeast corner of Sycamore Avenue and Barbara Street
City of Brentwood
Contra Costa County

5. Project Sponsor’s Name and Address: Christian Church Homes
303 Hegenberger Road, Suite 201
Oakland, CA 94621


6. General Plan Designation: High Density (11-20 du/acre)

7. Zoning: High Density Multi-Family Residential 

8. Project Description Summary:

The proposed project consists of the following requested entitlements:

• Rezone from High Density Multi-Residential (R-3) to Planned Development (PD) and adoption of the Planned Development standards.
• Design Review of proposed 39 rent-restricted one-bedroom units for senior apartment complex, with one two-bedroom manager’s unit, on 2.57-acre parcel. 


SOURCES

The following documents are referenced information sources utilized by this analysis:

1. City of Brentwood Draft General Plan Update, June, 2001;
2. City of Brentwood General Plan Update Draft EIR, June, 2001;
3. City of Brentwood General Plan Update EIR Responses to Comments, September, 2001;
4. City of Brentwood General Plan 1993-2010, June 1993;
5. City of Brentwood General Plan EIR, June 1993;
6. North Brentwood Redevelopment Plan, 1991.
7. North Brentwood Redevelopment Plan EIR, 1991.


III. ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED

The environmental factors checked below would be potentially affected by this project.

 Aesthetics  Agriculture  Air Quality
 Biological Resources  Cultural Resources  Geology/Soils
 Hazards & Hazardous Materials  Hydrology/Water Quality  Land Use & Planning
 Energy & Mineral Resources  Noise  Population & Housing
 Public Services  Recreation  Transportation & Circulation
 Utilities/Service Systems  Mandatory Findings of Significance

DETERMINATION
On the basis of this initial study:

 I find that the Proposed Project COULD NOT have a significant effect on the environment. The project qualifies for a categorical exemption as In-Fill Development under the CEQA Guidelines Section 15332, and a NOTICE OF EXEMPTION will be prepared.

 I find that although the Proposed Project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the project have been made by or agreed to by the applicant. A MITIGATED NEGATIVE DECLARATION will be prepared.

 I find that the Proposed Project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required.

 I find that the proposed project MAY have a “potentially significant impact” or “potentially significant unless mitigated” on the environment, but at least one effect 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed.

 I find that although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR pursuant to applicable standards, and (b) have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required.


________________________________ 
Signature Date

Gina Rozenski City of Brentwood_________________
Printed Name For


BACKGROUND AND INTRODUCTION

This Initial Study provides an environmental analysis pursuant to the California Environmental Quality Act (CEQA) for the proposed Sycamore Place II project (“Project”). Pursuant to Sections 15162 and 15168 (c) of the CEQA Guidelines, the Brentwood Redevelopment Agency finds that the Project is within the scope of the development levels evaluated in the Program EIR prepared for the 1993 City of Brentwood General Plan and within the scope of the Brentwood Redevelopment Project EIR. Based on this evidence, the Brentwood Redevelopment Agency finds that the Project will not have any significant environmental impacts that were not studied in these EIRs. In addition, this Project qualifies for a categorical exception as In-Fill Development under the CEQA Guidelines Section 15332 as follows:

1. The Project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations.

Sycamore Place II is a high density residential project that complies with the existing general plan and zoning of R-3 high density, multi-family designation. 

2. The Project occurs within the city limits on a project site of no more than five acres substantially surrounded by urban uses.

The site is 2.57 acres within the city limits and is currently used as a municipal corporation yard, consisting of offices, equipment service and repair, and equipment and parts storage. The Project site is immediately adjacent to Sycamore Place I (which is owned and operated by Christian Church Homes as a 40-unit affordable senior apartment complex), single-family units and apartment complexes, and is located one block from Brentwood Boulevard/Highway 4, a major north/south arterial.

3. The Project site has no value as habitat for endangered, rare or threatened species.

As noted above, the 2.57-acre site is currently used as a municipal corporation yard and no significant new information indicating a change of use to habitat has been presented or observed.

4. Approval of the Project will not result in any significant effects relating to traffic, noise, air quality, or water quality.

The 40-unit Project is not likely to cause significant effects relating to traffic, noise, air quality or water quality in an area that is already considered urban, nor is it likely the Project will cause serious health problems or violations of existing environmental requirements. 

5. The Project site can be adequately served by all required utilities and public services.

The availability of public facilities and utilities is adequate to serve the proposed use.

Based on the Project complying with each of the conditions set forth above, the Brentwood Redevelopment Agency determines that the Project qualifies for a categorical exception as an In-Fill Development under the CEQA Guidelines Section 15332. Therefore, the environmental review is adequate for all approvals relating to this Project.

The Brentwood Redevelopment Agency further finds that no significant new information with the meaning of Public Resources Code Section 21092.1 and CEQA Guidelines Section 15088.5 has been presented to the Agency, which would necessitate recirculation of the EIRs for public review. The City of Brentwood and Brentwood Redevelopment Agency have considered all verbal and written comments relating to the EIRs and finds no significant new information has arisen.

PROJECT DESCRIPTION

The proposed Project site is 2.57 acres located at 161 Sycamore Avenue, on the northeast corner of Sycamore Avenue and Barbara Street. The proposed Project is an affordable senior apartment complex consisting of 39 rent-restricted one-bedroom units. The Developer will restrict the rental of the 39 units for a 55-year term and rent the units to very low-income senior households. The proposed project will also include a two-bedroom manager’s unit, community building, related on and off site improvements, and a pedestrian connection to Sycamore Place I. The community building will contain a manager’s office, laundry room, community room, kitchen, and maintenance room. The Developer will landscape the grounds and include a community gardening area. 

The site is physically suitable for the type and the density of development proposed because the project design is intended to provide a housing type that is a mirror image of the adjacent Sycamore Place I for seniors who desire a secure, single story apartment complex with urban amenities within walking distance.

The site is currently owned by the City of Brentwood, and the City shall sell the site to the Brentwood Redevelopment Agency, and the Agency shall sell the site to the Developer. The Agency’s interest in redeveloping this site is to provide affordable units for seniors in an area that neighbors the existing Sycamore Place I senior complex. The complex will be rent-restricted for a period of 55 years. Sycamore Place II shall be of similar architecture, style and unit size as the original Sycamore Place I. Like Sycamore Place I, Sycamore Place II will be owned and managed by Christian Church Homes.



City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
Fax (925) 516-5441
E-mail allcouncil@brentwoodca.gov