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01-109 Cupertino Community Services Io~~ o~~ RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Cupertino 10300 Torre Avenue Cupertino, California 95014 Attention: Executive Director No fee for recording pursuant to Government Code Section 27383 ESCROW NO. 520543-LM IIIWIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Titles l / Pages Fees.... No Fees Taxes... Copies.. AMT PAIL 12 BRENDA DAVIS SANTA CLARA COUNTY RECORDER Recorded at the request of Old Republic Title Company RDE # 102 11i29/20a1 8 08 AM REGULATORY AGREEMENT This Regulatory Agreement (the "Agreement") is made and entered into as of this 1st day of October, 2001 by and between the City of Cupertino, a municipal corporation (the "City"), and Cupertino Community Services, Inc., a California nonprofit public benefit corporation (the "Owner"). RECITALS 1. The City and the Owner have entered into a Loan Agreement (the "Loan Agreement") under which the City provided a loan (the "Loan") to the Owner for use, together with funds obtained from other sources, for the acquisition of the property located in Cupertino, California more particularly described in the attached Exhibit A (the "Property"), and development of twenty-four (24) residential units on the Property (the "Development"). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Loan Agreement. 2. In consideration of the Loan at an interest rate substantially below the market rate, the Owner has further agreed to observe all the terms and conditions set forth below. 3. In order to ensure that the entire Development will be used and operated in accordance with these conditions and restrictions, the City and the Owner wish to enter into this Agreement. THEREFORE, the City and the Owner hereby agree as follows. 144\121 \119104.2 ARTICLE 1 DEFINTCIONS Section 1.1 Definitions. When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Article 1. (a) "Adjusted Income" shall mean the total anticipated annual income of all persons in a household, as calculated in accordant;e with 25 California Code of Regulations Section 6914 or pursuant to a successor State housing program that utilizes a reasonably similar method of calculation of adjusted income. In the event that no such program exists, the City shall provide the Owner with a reasonably similar method of calculation of adjusted income as provided in said Section 6914. (b) "C1ty" shall mean the City of Cupertino. (c) "Agreement" shall mean this Regulatory Agreement. (d) "Deed of Trust" shall mean the deed of trust to the City on the Property which secures repayment of the Loan and perforntance of the Loan Agreement and this Agreement. (e) "Development" shall mean the Property and the twenty-four (24) residential units to be developed on the Property, as well as all landscaping, roads and parking spaces existing thereon, as the same may from time to time exist. (f) "Loan" shall mean all fund; loaned to the Owner pursuant to the Loan Agreement. (g) "Loan Agreement" shall mean the Loan Agreement, by and between the City and the Owner of even date. (h) "Median Income" shall me~~n the median gross yearly income, adjusted for household size, in the County of Santa Clara, Cali fornia,. as published from time to time by the State of California. In the event that such income determinations are no longer published, or are not updated for a period of at least eighteen (18) months, the City shall provide the Owner with other income determinations which are reasonable similar with respect to methods of calculation to those previously published by the State. (i) "Note" shall mean the promissory note from the Owner to the City evidencing all or any part of the Loan. (j) "Owner" shall mean Cupertino Community Services, Inc., a California nonprofit public benefit corporation, and its successors and assigns to the Development. 144\121 \119104.2 2 (k) "Property" shall mean the f~arcel of real property located in Cupertino, California, as more particularly described in Exhilbit A. (1) "Qualifying Household" shall mean a Very Low Income Household. (m) "Rent" shall mean the total of monthly payments by the Tenant of a Unit for the following: (1) use and occupancy of the Unit and land and associated facilities, including parking; (2) any separately charged fees or service charges assessed by the Owner which are required of all Tenants, other than security deposits; (3) the cost of an adequate level of service for utilities paid by the Tenant, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service, cable television service or any other utility or service permitted to be excluded from the calculation of Rent pursuant to the terms of 25 California Code of Regulations Section 6918; and (4) any other interest, taxes, fees or charges for use of the land or associated facilities and assessed by a public or private entity other than the Owner, and paid by the Tenant. (n) "Tenant" shall mean a household occupying a Unit. (o) "Term" shall mean the terra of this Agreement, which shall commence on the date of this Agreement and shall continue until the fifty-fifth (55th) anniversary of the date of this Agreement. the Property. (p) "Unit" shall mean one of the twenty-four (24) units to be constructed on (q) "Very Low Income Housel^~old" shall mean a household with an Adjusted Income that does not exceed the lesser of (1) fifty percent (50%) of Median Income, adjusted for actual household size, or (2) the qualifying limits for very low income households, adjusted for household size, as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937, and as published by the State of California Department of Housing and Community Development. (r) "Very Low Income Units" shall mean the Units which, pursuant to Section 2.1 below, are required to be occupied by Very Low Income Households. ARTICLE 2 AFFORDABILITY AND OCCUPANCY COVENANTS Section 2.1 Occupancy Requirement. ~~11 twenty-four (24) Units shall be rented to and occupied by or, if vacant, available for occupancy by Very Low Income Households. Section 2.2 Allowable Rent. Subject to the provisions of Section 2.3 below, the Rent charged to Tenants of the Very Low Income Unit; shall not exceed one-twelfth (1/12) of thirty percent (30%) of fifty percent (50%) of Median Income, adjusted for household size. 144\121\119104.2 Section 2.3 Increase Income of Tenant;;. If upon recertification of a Tenant's income, the Owner determines that a Very Low Income Household no longer qualifies as a Qualified Household, the formerly Very Low Income Hous~;hold may charge rent in the amount of 30% of the Tenant's actual gross income. Section 2.4 Other Rules. If the Development is subject to state or federal rules governing funding sources such as low-income housing tax credits (the "Other Rules"), the provisions of the Other Rules regarding assumed household size, shall apply in place of the provisions set forth in the applicable sections of this Agreement. Upon such time as the requirements of the Other Rules no longer apply to the Development, the terms and conditions of this Agreement shall govern the occupancy of this Development. Section 2.5 Nondiscrimination.Owner :;hall not discriminate or segregate in the development, construction, use, enjoyment, occuf~ancy, conveyance, lease, sublease, or rental of any part of the Property on the basis of race, color, ancestry, national origin, religion, sex, sexual preference or orientation, age, marital status, family status, source of income, physical or mental disability, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions (ARC) acquired or perceived, or any other arbitrary basis. Borrower shall otherwise comply with all applicable local, state, and federal laws concerning discrimination in housing. 144\121\119104.2 4 ARTICLE 3 INCOME CERTIFICATION AND REPORTING Section 3.1 Income Certification. The Owner will obtain, complete and maintain on file, immediately prior to initial occupancy and armually thereafter, income certifications from each Tenant renting any of the Units in substantially the form approved by the City. Once annually, on a date mutually agreed upon by the Owner and the City, the Owner shall provide the City with a report showing the rental rate, the annual income, and household size for each Tenant in the Development in a form approved by the City in its reasonable discretion. Section 3.2 Records. The Owner shall maintain complete, accurate and current records pertaining to the Development, and shall hermit any duly authorized representative of the City to inspect records, including records pertaining to income and household size of Tenants. All Tenant lists, applications and waiting lists rel~~ting to the Development shall at all times be kept separate and identifiable from any other business of the Owner and shall be maintained as required by the City, in a reasonable condition for proper audit and subject to examination during business hours by representatives of the City. Thy; Owner shall retain copies of all materials obtained or produced with respect to occupancy of the Units for a period of at least three (3) years. ARTICLE 4 MANAGEMENT OF TIRE DEVELOPMENT Section 4.1 Maintenance. The Owner Hereby agrees that, prior to completion of the Improvements, the portions of the Property under;;oing construction shall be maintained in a neat and orderly condition to the extent practicable and in accordance with industry health and safety standards, and that, once the Improvements are completed, the Development shall be well maintained by the Owner as to both external and internal appearance of the units, the common areas, and the open spaces. The Owner shall mainrtain the Development in good repair and working order, and in a neat, clean and orderly condition, including the walkways, driveways, alleyways and landscaping, and from time to time make all necessary and proper repairs, renewals, and replacements. Section 4.2 Management Agent. The I>evelopment shall at all times be managed by an experienced Management Agent reasonably acceptable to the City, with demonstrated ability to operate residential facilities like the Development in a manner that will provide decent, safe, and sanitary housing. Cupertino Community Ser<~ices, Inc. is hereby approved by the City as the initial Management Agent. 144\121\119104.2 5 ARTICLE 5 MISCELLANEOUS Section 5.1 Term. The provisions of this Agreement shall apply to the Property for the entire Term even if the entire Loan is paid in lull prior to the end of the Term. This Agreement shall bind any successor, heir or assig~l of the Owner, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by the City. The City makes the Loan ors the condition, and in consideration of, this provision, and would not do so otherwise. Section 5.2 Covenants to Run With the Land. The City and the Owner hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Property, provided, however, that on the expiration of the Term of this Agreement said covenants and restrictions shall expire. Section 5.3 Enforcement by the City. If the Owner fails to perform any obligation under this Agreement, and fails to cure the default within thirty (30) days after the City has notified the Owner in writing of the default or, if t:he default cannot be cured within thirty (30) days, failed to commence to cure within thirty (3C~) days and thereafter diligently pursue such cure, the City shall have the right to enforce this ~~greement by any or all of the remedies provided in the Loan Agreement. Section 5.4 Attorneys Fees and Costs. In any action brought to enforce this Agreement, the prevailing party shall be entitled to all costs and expenses of suit, including attorneys' fees. This section shall be interpreted iii accordance with California Civil Code Section 1717 and judicial decisions interpreting tYiat statute. Section 5.5 Recording and Filing. The City and the Owner shall cause this Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of Contra Costa. Section 5.6 Governing Law. This Agre:ement shall be governed by the laws of the State of California. Section 5.7 Waiver of Requirements. flny of the requirements of this Agreement may be expressly waived by the City in writing, but no waiver by the City of any requirement of this Agreement shall, or shall be deemed to, extend to or affect any other provision of this Agreement. Section 5.8 Amendments. This Agreement maybe amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records of the County of Contra Costa. 144\121\119104.2 6 Section 5.9 Notices. Any notice requirement set forth herein shall be deemed to be satisfied three (3) days after mailing of the notice first-class United States certified mail, postage prepaid, addressed to the appropriate party as foll~~ws: Owner: Cupertino Community Sen~ices, Inc. 10185 North Stelling Road Cupertino, California 95014 Executive Director: Jaclyn Fabre City: City of Cupertino 10300 Torre Avenue Cupertino, California 95014 Attention: Such addresses maybe changed by notice to the other party given in the same manner as provided above. Section 5.10 Capitalized Terms. All caf~italized terms not defined herein shall have the meaning set forth in the Loan Agreement. Section 5.11 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceat~ility of the remaining portions of this Agreement shall not in any way be affected or im~~aired thereby. 144\121 \119104.2 7 IN WITNESS WHEREOF, the City and the Owner have executed this Agreement by duly authorized representatives, all on the date first written above. ATTEST: By: APPROVED AS TO FORM: By: OWIJER: Cupertino Community Services, Inc., a California nonprofit public benefit corporation C''- Its: ~,C.~Gvnl2~ ~ - CITE': City ~~f Cupertino, a municipal corporation By: Its: 144\121 \119104.2 g IN WITNESS WHEREOF, the City and the Owner have executed this Agreement by duly authorized representatives, all on the date first written above. ATTEST: By: APPROVED AS TO FORM: By: OW[~ER: Cupertino Community Services, Inc., a California nonprofit public benefit corporation By: Its: CITY: C~Ty Cup rtino, a m icipal corporation y: W Its: 144\121 \119104.2 $ Order No. 520543-LM EXHIBIT "A" The land referred to is situated in the State of California, County of Santa Clara, City of Cupertino, and is described as follows: ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF CUPERTINO, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, AND DESCRIBED AS FOLLOWS: BEING A PORTION OF THE LANDS DESCRIBED IN THE GRANT DEED TO THE SANTA CLARA COUNTY CENTRAL FIRE PROTECTION DISTRICT RECORDED NOVEMBER 8, 1995, AS DOCUMENT NUMBER 13087225, OFFICIAL RECORDS OF SANTA CLARA COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT IN THE CENTER LINE OF STEVENS CREEK BOULEVARD (FORMERLY STEVENS CREEK ROAD) DISTANT THEREON SOUTH 89~ 41' 00" WEST 164.57 FEET FROM A BOLT AT THE POINT OF INTERSECTION OF SAID CENTER LINE OF STEVENS CREEK BOULEVARD WITH SAID CENTER LINE OF RANDY LANE (FORMERLY MONTE VISTA :VENUE) AS SAID ROAD AND AVENUE ARE SHOWN ON THAT CERTAIN MAP ENTITLED "MONTE VISTA" FILED JULY 20, 1906 IN BOOK L OF MAPS, PAGE 43, IN THE OFFICE OF THE RECORDER OF SANT:~ CLARA COUNTY; THENCE NORTH 00~ 22' 20" WEST AND PARALLEL WITH SAID CENTERLINE OF RANDY LANE 45.00 FEET TO THE NORTHERLY RIGHT OF WAY OF STEVENS CREEK BOULEVARD A;i DESCRIBED IN THE DEDICATION OF REAL PROPERTY FOR ROADWAY PURPOSES TO THE CITY OF CUPERTINO, RECORDED APRIL 21, 1996 IN BOOK 5693 PAGE 333, OFFICIAL RECORDS OF Si~NTA CLARA COUNTY; THENCE NORTH 00" 22' 20" WEST AND PARALLEL WITH SAID CENTER LINE 0]? RANDY LANE 198.00 FEET TO THE POINT OF BEGINNING; THENCE LEAVING SAID PARALLEL L:CNE SOUTH 89~ 41' 00" WEST 236.82 FEET TO THE EASTERLY RIGHT OF WAY OF VISTA DRIVE i~S DESCRIBED IN THE GRANT DEED TO THE CITY OF CUPERTINO, RECORDED MARCH 6, 1958 IN BOOK 4023 PAGE 485, OFFICIAL RECORDS OF SANTA CLARA COUNTY; THENCE ALONG SAID EASTERLY RIGHT OF WAY LINE OF VISTA DRIVE NORTH 00" 18' 00" WEST 193.93 FEET TO THE DIVIDING ]SINE BETWEEN LOT 23 AND LOTS 19, 20, 21 AND 22 AS SHOWN ON SAID MAP (L MAPS 43) THENCI's ALONG SAID DIVIDING LINE NORTH 89 41'00" EAST 371.15 FEET TO THE WESTERLY RIGHT OF WAY LINE OF RANDY LANE AS DESCRIBED IN SAID GRANT DEED (4023 OR 485); THENCE ALONG SA:CD WESTERLY RIGHT OF WAY LINE SOUTH 00' 22' 20" EAST PARALLEL WITH SAID CENTER LINE Ol? RANDY LANE 40.00 FEET; THENCE LEAVING SAID WESTERLY RIGHT OF WAY LINE SOUTH 89' 41' (]0" WEST 134.57 FEET TO THE EASTERLY LINE OF SAID LANDS (13087225 O.R.), THENCE ALONG :iAID EASTERLY LINE SOUTH 00~ 22' 20" EAST PARALLEL WITH SAID CENTER LINE OF RANDY LAND 153.92 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 1.177 ACRES, MORE OIt LESS. SUBJECT TO ANY EASEMENTS OF RECORD, AND AS DESCRIBED AS PARCEL 2 IN LOT LINE ~~DJUSTMENT RECORDED OCTOBER 3, 2001, SERIES N0. 15895548, OFFICIAL RECORDS. CALIFORNIA ALL-PURPOSE ACKNOWVLEDGMENT State of California County of SAN FRANCISCO ss. On October 22, 2001, before me, Carolyn R. Antonio Date Name and Title of ORicer (e.g., "Jane Dce, Notary Public") ~ personally appeared Jaclyn Fabre , Name(s) of Signer(s) CAROLYN R. ANTONIO Commission # 1276180 Z Nottary Public - Cal'ifomia ~ San f7artcisco County thy Comm- Fi~ires Std 10.2004 Place Notary Seal Above CI personally known to me ~i proved to me on the basis of satisfactory e~ridence tc be the persons whose name>(~ isba€e s(abscribed to the within instrument and acknowledged to me that #eJshe executed the same in #is#her~kre# authorized c~~pacity(~, and that by ~~;Jherl3~ei~ si~gnature(a~on the instrument the person( or the entity upon behalf of which the person( acted, executed the instrument. WITNESS my hand and official seal. Signature of Nolary Public OPT/O,NAL Though the information below is not required by law, it miry prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Regulatory Agreement (between City and Owner) Document Date: October 1, 2001 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: Jaclyn Fabre ^ Individual Top of thumb here ~ Corporate Officer-Title(s): Executive Director ^ Partner - ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: Signer Is Representing: Cupertino Community Services O 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsvrorth, CA 91313-2402 • www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll•Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of ? Cf~ ~a~~ On 1 ~~-%'~(}~ ,before me, CSI ~~~ ~- ~~ ~~'y't~~~ 61r'~ !~ Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared (~~ ~~ \% t ~ ~ ' I ~-~~'1~' 1' Na (s of Signer(s) G~ personally known to me C~ proved to me on the basis of satisfactory Evidence r Gtil1CE E JOHNSON ] Gornrrti~sion # t21131Z Noto>71 Py~bBC - CaBfiortliia Sanb Cleo CouMtl MyGomm.iei'~21.~! to be the person(.s'j whose name(,a~ is/~ ~;ubscribed to the within instrument and acknowledged to me that he/St~e/t+'r~y executed the same in his/ham/their authorized c:apacity(ies`), and that by his/hef/th~ ~;ignature(~ on the instrument the person(s), or the entity upon behalf of which the person(-} acted, executed the instrument. 1~'VITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it ray prove valuable to persons relying on the document and could prevent fraudulent removal and ree~ttachment of this form to another document. Description of Attached [~OCUm Title or Type of Document: z~ ,.~,1 Document Date: Number of Pages Signer(s) Other Than Named Above: Capacity(ies) Clammed, by Signer Signer's Name: ^ Individual ~ . • Top of thumb here ^ Corporate Officer -Title(s): ^ Partner - ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator Other: ~~~,~ fi Signer Is Representing: ? - 1 V1(~ ©1997 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, C-A 91313-2402 Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827