Gilroy Sobrato LLCFirst American Title Company
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RECORDING REQUESTED BY AND
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DOCUMENT: 21873615
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Pages 15
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City of Gilroy REGINA ALCOMENDRAS RDE # 010
7351 Rosanna Street SANTA CLARA COUNTY RECORDER 9/26/2012
Gilroy, CA 95020 -6141 Recorded at the request of 8:00 AM
Attn: City Clerk First American Title Company
NO FEE PER GOVERNMENT CODE
SECTIONS 6103 AND 27383
Cross - reference to the instrument recorded at:
Document No. 18960866, 06/02/06
Santa Clara County, California
REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS
This Regulatory Agreement and Declaration of Restrictive Covenants ( "Agreement ") is
made and entered into this /G day of �v s f , 2012, by and between the City of Gilroy, a
municipal corporation ( "City"), and Gilroy Sobrato LLC, a California limited liability company
( "Owner ").
RECITALS
A. Owner is the owner of certain real property located in the City of Gilroy, Santa
Clara County, California, more particularly described in Exhibit "A" attached hereto and
incorporated herein by this reference (the "Property ").
B. The City has enacted Section 50.60 of the City of Gilroy Zoning Ordinance, which
encourages responsible growth in the community, and restricts the amount of housing which may
be constructed each year (the "Residential Development Ordinance" or "RDO ").
C. The City has determined that it would be desirable to stimulate the development
by private developers of permanent housing for very low income, chronically homeless persons
in the City which satisfy certain conditions. In furtherance of this goal, the City has enacted the
following: (1) Section 50.62 (b)(3) of the City of Gilroy Zoning Ordinance which exempts from
the RDO a residential development sponsored by a non - profit organization funded by federal,
state, or local governments as long as they meet certain criteria included in the ordinance where
the exemption is approved by the City Council (the "RDO Exemption "), and (2) the RDO
Affordable Housing Exemption Procedure (AHEP) which sets forth the specific criteria for
implementing the RDO Exemption for affordable housing developments.
D. Section 1.02 (A) (1) of the AHEP requires, among other provisions, that an
applicant for an affordable housing project apply for and obtain approval of an Affordable
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Housing Exemption for the proposed development and enter into an agreement with the City
with respect to the long -term operation of the development.
E. The City has approved the owner's application for an Architectural and Site
Approval (File No. A/S PUD 10 -04 (the "A/S PUD ") and granted an exemption to the RDO to
allow the construction of a twenty -six (26) unit rental housing project, consisting of 26 studio
apartment units, to be rented and occupied solely by individuals that are very low income and
chronically homeless in accordance with the RDO Exemption.
F. The conditions of the Architectural and Site Approval require that, prior to
issuance of a Building Permit, the project shall demonstrate conformance to the requirements of
the RDO AHEP, which requires the owner to enter into an agreement with the City that specifies
the number of units that are to be constructed in the development, the number of bedrooms in
each unit, and the specific terms for renting units in the development.
G. The parties are entering into this Agreement to satisfy the requirements of the A/S
PUD and to ensure that the Project will be used and operated in accordance with the RDO
Exemption, the AHEP and the A/S PUD.
H. This Agreement is intended to replace in its entirety that certain document entitled
"Affordability Restriction" by and between City and Owner's predecessor in interest, Emergency
Housing Consortium, a California non - profit public benefit corporation, which was recorded on
June 2, 2006, in the Official Records of the Santa Clara County Recorder as Instrument No.
18960866 ( "Superseded Agreement ") and the terms hereof shall be substituted for those of the
Superseded Agreement as to the matters described therein. Upon the recordation of this
Agreement, the Superseded Agreement shall be of no further force and effect.
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, City and Owner agree as follows:
1. Definitions. The following terms shall have the respective meanings assigned to
them in this Section 1:
(a) "Certificate of Occupancy Date" means the date of issuance by the City of
the initial certificate of occupancy for the Project.
(b) "Closing Date" means the date this Agreement is recorded in the Official
Records of the Recorder's Office of Santa Clara County, California (the "Official Records ").
(c) "Gross Income" means the total of current adjusted gross income, as
calculated for federal income tax purposes, of all adult persons who intend to reside permanently
in a household intending to occupy a Unit.
Development
(d) "HUD" means the United State Department of Housing and Urban
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(e) "Very Low Income Household" shall mean persons whose incomes do not
exceed the qualifying limits for very low income individuals established for Santa Clara County,
California, as amended from time to time, pursuant to Section 8 of the United States Housing Act
of 1937, and who are chronically homeless. In the event such federal standards are discontinued,
income limits for Very Low Income Households shall be those set by the California Department
of Housing and Community Development for Santa Clara, California as below fifty percent
(50 %) of Median Income, adjusted for family size.
(f) "Project" means the twenty -six (26) unit rental affordable housing project
(including one unit for a resident manager), consisting of twenty -six (26) studio apartment units,
to be developed on the Property, together with all landscaping, parking spaces and appurtenances
thereto, and the Property upon which it is constructed, as the same may from time to time be
modified or replaced, as further described in the A/S PUD.
(g) "Project Approvals" means all governmental approvals obtained by
Owner for the development and construction of the Project, including without limitation the
CUP.
(h) "Rent" means the total of monthly payments by a tenant for a Unit for the
following: use and occupancy of a Unit and associated facilities; any separately charged fees or
service charges assessed by Owner which are required of all tenants, other than security deposits,
laundry facility fees, late payment fees, insufficient funds fees and special event or room rental
fees; the cost of an adequate level of service for utilities paid by the tenant, if any, including
garbage collection, sewer, water, electricity, gas and other heating, cooling and refrigeration fuel,
but not telephone service, cable television and any other tenant ordered service; any other
interest, taxes, fees or other charges for use of the Unit, land or associated facilities and assessed
by a public or private entity other than Owner, and paid by the tenant. The City may determine
the cost of utilities by using the utility allowance promulgated by the United States Department
of Housing and Urban Development under the Section 8 Program (i.e., the program administered
under Section 8 of the United States Housing Act of 1937, as revised or replaced from time to
time) for Santa Clara County, California .or the County of Santa Clara established maximum
monthly allowances for utilities and services.
(i) "Term" means the period of time beginning on the Closing Date and
ending fifty -five (55) years after the earliest of the following dates: (i) the date that is one (1) year after
a Certificate of Occupancy is issued for Developer's project, or (ii) the date that the State of California
HCD Deed of Trust is recorded, or (iii) five (5) years after the date of this Agreement. As used herein,
the State of California HCD Deed of Trust shall mean that secured indebtedness in the amount of Two
Million Eight Hundred Eighty Two Thousand Eight Hundred Twenty Six Dollars ($2,882,826) that is
anticipated to be secured by a deed of trust in favor of the State of California Department of Housing and
Community Development ( "State of California HCD Deed of Trust ").
of the Project.
0) "Units" means the dwelling units to be constructed on the Property as part
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2. The Owner hereby acknowledges and agrees that the Project is to be developed,
owned, managed and operated to provide twenty -six (26) units of rental housing, consisting of
twenty -six (26) studio apartment units, which shall be rented and occupied during the Term of
this Agreement solely by Very Low Income individuals. To that end, and for the Term of this
Agreement, the Owner hereby represents, covenants, warrants and agrees as follows:
(a) Development and Use as Rental Housing. Owner shall complete
construction of the Project in accordance with all Project Approvals and all loans and
encumbrances encumbering the Property. Owner shall own, manage and operate the Project to
provide twenty -six (26) units of rental housing, which shall be rented and occupied solely by
Very Low Income, chronically homeless individuals during the Term of this Agreement. If at
any time during the Term of this Agreement, there are less than the required number of rental
Units rented to and occupied by Very Low Income individuals, Owner shall market available
Units within the Project only for rent to individuals which meet the target household income
category necessary to bring the Project into compliance with the requirements of this Agreement,
until such time as the Units of the Project are rented to and occupied by the requisite number of
Very Low Income individuals.
(b) Compliance With Laws. Each Unit, and all common areas, shall be
maintained in conformity with applicable building codes and regulations and all other applicable
laws.
(c) Prohibition of Use for Transient Housing. None of the Units on the
Property shall at any time be utilized on a transient basis, or as a hotel, motel, dormitory,
fraternity house, sorority house, rooming house, nursing home, hospital, sanitarium, rest home,
retirement home, or trailer court or park. The occupancy of the Units for Very Low Income,
chronically homeless individuals shall not constitute a violation of this section.
(d) Nondiscrimination. The Owner shall not give preference to any particular
class or group of person in renting the Units, except to the extent that all of the Units are required
to be leased to Very Low Income, chronically homeless individuals, provided such limitation is
allowed by applicable laws. The Owner agrees that there shall be no discrimination against or
segregation of any person or group of persons, on account of race, color, creed, religion, sex,
sexual preference, marital status, national origin, or ancestry, in the leasing, subleasing,
transferring, use, occupancy, tenure, or enjoyment of the Project nor shall the Owner, or any
person claiming under or through the Owner, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use, or occupancy
of tenants, lessees, sublessees, subtenants or vendees of the Project or in connection with the
employment of persons for the operation and management of the Project. All deeds, leases or
contracts made or entered into by Owner as to the Units or the Project or any portion thereof
during the Term shall contain a prohibition against discrimination or segregation as set forth in
this subsection (d) above. Notwithstanding the foregoing, nothing in this subsection (d) is
intended to require Owner to change the character, design, use or operation of the Project from,
or to require Owner to obtain licenses or permits other than those required for, a rental housing
development for persons capable of independent living.
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(e) Taxes and Assessments. Owner shall pay all real and personal property
taxes, assessments and charges and all franchise, income, employment, withholding, sales, and
other taxes assessed against Owner or the Project, or otherwise payable by Owner, at such times
and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching
to the Project; provided, however, that Owner shall have the right to contest in good faith, any
such taxes, assessments or charges. If Owner exercises its right to contest any tax, assessment or
charge against it or the Project, Owner, on final determination of the proceeding or contest, shall
immediately pay or discharge any decision or judgment rendered against it or the Project,
together with all costs, charges and interest.
(f) Maintenance. Owner shall at all times maintain the Project in good repair
and working order, reasonable wear and tear excepted, and in a safe and sanitary condition, and
from time to time shall make all necessary and proper repairs, renewals and replacements in
order to keep the development in a good, safe and sanitary condition.
3. Occupancy and Rent Restrictions. Owner hereby represents, warrants, and
covenants as follows:
(a) Occupancyby VeKy Low Income Individuals. Owner agrees to exert
diligent efforts to see that the Project provides residential rental housing, which shall be rented
and occupied solely by Very Low Income, chronically homeless individuals during the Term of
this Agreement. Attached hereto as Exhibit `B" is a listing of the number of Units within the
Project and the number of bedrooms in each Unit. If, at any time during the Term of this
Agreement, less than the required number of Units are rented to and occupied by Very Low
Income individuals, Owner agrees to market the available Units in the Project only for rent to
households which meet the target household income category necessary to bring the Project into
compliance with the requirements of the Agreement, until the required number of Units in the
Project are rented to and occupied by the requisite number of Very Low Income individuals. The
marketing requirements set forth in this subsection (a) above shall apply regardless of the reason
for less than the required number of Units being rented to and occupied by Very Low Income
individuals at any given time during the Term of this Agreement, including without limitation
where such situation exists as the result of income increases of any tenant who may at one time
have qualified for the targeted household income category.
(b) Allowable Rent. The rent payable for each Unit shall not exceed 30% of
the area median income units for Santa Clara County, adjusted for imputed household size, as
determined by HUD. The AHEP requires that rental rates shall be equivalent to the California
Tax Credit Allocation Committee (CTCAC) 50% income level rental rates for Santa Clara
County. Rent for any Unit may only be increased one (1) time per year, and the Rent levels
following an increase, or upon a new occupancy, shall not exceed the applicable Rent levels
required pursuant to this Subsection (b). A tenant shall not be required to pay a cleaning and /or
security deposit totaling in the aggregate more than the monthly Rent for a Unit.
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(c) Effect of Increase in Income. City reserves the right to review all
documents and materials related to tenant eligibility, and to verify the continuing eligibility of all
tenants and prospective tenants. All prospective tenants shall have their eligibility verified by the
Owner prior to rental of the Unit. Owner shall re- certify tenant incomes annually thereafter. If a
tenant household's income increases during its tenancy, the following shall apply (subject to the
requirements of other lenders and applicable state and federal regulations):
(i) If the tenant household's income does not exceed one hundred
twenty percent (120 %) of the maximum income which qualifies as a Very Low Income
Household, the tenant shall be allowed to remain in its Unit.
(ii) If a tenant household is found to make more than one hundred
twenty percent (120 %) of the maximum income which qualifies as a Very Low Income
Household, the tenant shall be given written notice to vacate. Such notice shall require the tenant
to vacate the Unit not later than one hundred twenty days (120) after the date that Owner
becomes aware of the income increase.
(d) Advertising and Outreach. Owner shall advertise the existence and terms
of this rental program to the general public, coordinate specific outreach efforts to Very Low
Income, chronically homeless individuals through cooperation with social service agencies, City
agencies, homeless shelters, and other entities serving such Very Low Income individuals, and
accept applications from prospective tenants. Owner shall keep a list of all qualified tenants, and
shall make this list, along with all relevant financial data pertaining to prospective tenants,
available to City upon request. All tenants shall be selected off of this list. Owner shall provide
the City with a detailed outreach and advertising plan acceptable to City not less frequently than
annually during the Term of this Agreement, in order to insure that the housing needs for Very
Low Income individuals are met.
(e) Compliance with AHEP. Except as otherwise provided in this Agreement,
rental of the Units within the Project shall be subject to and shall comply with the criteria for
occupancy standards set forth in the AHEP, as the same may be amended from time to time. No
deviation from such criteria for occupancy standards shall be allowed except as expressly agreed
to by the City on application of Owner, determined in City's sole discretion.
4. Income Certification and Reporting.
(a) Tenant Certifications.
(i) During any period that income and household size and composition
certifications from each tenant and household are required to be submitted to any federal, state
and /or county agencies under the terms of any loan from such agencies recorded against the
Project, Owner shall submit copies of those certifications to City at the same time that submittal
of such certifications are required to be made to the applicable federal, state and/or county
agencies.
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(ii) During any period when income and household size and
composition certifications from each tenant and household are not required to be submitted to
any federal, state, and /or county agencies under the terms of any loans from such agencies
recorded against the Project, the requirements of this subsection (ii) shall apply. Immediately
prior to initial occupancy by such tenant household and annually thereafter, Owner shall obtain
income and household size and composition certifications by each tenant household obtained in
such form required by City from time to time. Owner shall obtain updated forms for each tenant
household on request by the City, but in no event less frequently than once a year. Owner shall
verify that the income information provided by an applicant or occupying household in an
income certification is accurate by taking one or more of the following steps as part of the
verification process; (1) obtain pay stubs for the three (3) most recent pay periods; (2) obtain an
income tax return for the most recent tax year; (3) obtain an income verification form from the
applicant's current employer; (4) obtain an income verification form from the Social Security
Administration and /or the California Department of Social Services if the applicant receives
assistance from either of such agencies; or (5) if the applicant is unemployed and has no such tax
return, obtain another form of independent verification. Copies of tenant income certifications
and documents verifying income shall be maintained during the entire occupancy of a Unit by a
household and for a period of not less than five (5) years thereafter and shall be available to the
City within five (5) days after request.
(b) Annual Report to City. Each year the Owner shall submit an annual
report to the City on a form to be provided by the City, except that to the extent that an annual
report containing the information required by this subsection (b) below is required to be
submitted to any federal, state and /or county agencies under the terms of any loans from such
agencies recorded against the Project, the annual report to be submitted to the City shall be on the
same forms as is required to be submitted to such federal, state and /or county agencies.
The annual report shall include for each Unit, the Rent and the income and family size
and composition of the household occupying the Unit. The report shall also state the date the
tenancy commenced for each Unit. The income and household size and composition information
shall be as supplied by each tenant household in the certification form required by Section 4(a)
above. A true copy of each such form, signed by the tenant, shall be attached to the Owner's
annual report to the City. For each calendar year during the Term, an annual report shall be filed
with the City. not later than September 30 of the following calendar year.
(c) Additional Information. The Owner shall provide to the City any
additional information required by the laws of the City, the State of California and the United
States, as the same may be amended from time to time.
(d) Lease. To the extent not in conflict with the requirements of any loan to
which this Agreement has been expressly subordinated by written agreement of the City, the
provisions of this subsection (d) shall apply. Owner shall include in leases and rental agreements
for all Units, provisions which authorize Owner to immediately terminate the occupancy of any
individual who misrepresented any fact material to the household's qualification as a Very Low
Income Household. Each lease or rental agreement shall also provide that the household is
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subject to annual certification in accordance with Section 4(a) above. Owner shall specifically
refer to this Agreement in any lease of a Unit and to any purchase and sale contract with respect
to any portion of the Project, provided that failure to do so shall not invalidate or otherwise affect
the effectiveness of this Agreement. Every grant deed for all or any portion of the Project shall
specifically state that the grant is made subject to all of the terms and conditions set forth in this
Agreement, provided that Owner's failure to comply with these requirements shall not invalidate
or otherwise affect the effectiveness of this Agreement.
(e) Cooperation. City acknowledges and agrees that Owner will be obtaining
financing for the Project with assistance from Community Housing Capital, the California
Housing Finance Agency, Santa Clara County, and other state or federal housing agencies,
which financing will be secured by deeds of trust and /or regulatory agreements to be recorded
prior to the lien of this Agreement. In addition, the City agrees to subordinate this Agreement to
the lien of the deed of trust and regulatory agreement required in connection with the Owner's
receipt of Multifamily Housing Program financing from the State Department of Housing and
Community Development.
5. Indemnification. The Owner hereby covenants and agrees that it shall indemnify,
defend with counsel acceptable to City and hold harmless the City and the City's officers,
members, commissioners, directors, officials, employees, and agents (collectively, the
"Indemnified Parties "), from and against any and all claims arising from this Agreement and the
construction, ownership, operation or management of the Project; and all reasonable costs and
counsel fees incurred by the Indemnified Parties in defense of such a claim, or in order to assert
its rights under this Section 5, except to the extent such claims arise from the gross negligence or
willful misconduct of an Indemnified Party.
6. Term. This Agreement shall become effective upon its execution and delivery
and shall remain in full force and effect for the Term. This Agreement shall bind any successor,
heir or assign of Owner, whether a change in interest occurs voluntarily or involuntarily, by
operation of law or otherwise, with or without the approval of the City, except as expressly
released by the City. This Agreement shall inure to the benefit of the City and its successors.
7. Covenants to Run with the Land. The City and Owner hereby declare their
express intent that the covenants and restrictions set forth in this Agreement are covenants
running with the land, and that the covenants shall be binding upon all successors in title to the
Project or any portion thereof,; provided, however, that on the termination of this Agreement said
covenants shall expire. Each and every contract, deed or other instrument hereafter executed
covering or conveying the Project or any portion thereof shall be held conclusively to have been
executed, delivered and accepted subject to such covenants and restrictions, regardless of
whether such covenants and restrictions are set forth in such contract, deed or other instrument.
The Owner and the City hereby declare their understanding and intent that:
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(a) The covenants and restrictions contained in this Agreement shall be
construed as covenants running with the land pursuant to California Civil Code section 1460 et
seq.; and
(b) The burden of the covenants and restrictions set forth in this Agreement
touch and concern the Project in that the Owner's legal interest in the Property and all
improvements thereon may be rendered less valuable thereby; and
(c) The benefit of the covenants and restrictions set forth in this Agreement
also touch and concern the Project by enhancing and increasing the enjoyment and use of the
Project and Units by Very Low Income Households, furthering the public purpose for which
exemption from the RDO was granted to Owner.
Notwithstanding the foregoing, all covenants and restrictions contained herein without
regard to technical classification or designation shall be binding upon the Owner and its
successors in interest for the benefit of the City, and such covenants and restrictions shall run in
favor of City for the entire Term, without regard to whether the City is an owner of any land or
interest therein to which such covenant and restrictions relate.
8. Uniformity, Common Plan. The covenants and restrictions set forth in this
Agreement shall apply uniformly to all Units, in order to establish and carry out a common plan
for the use of the Property.
9. Enforcement by the City. If the Owner defaults in the performance of any of the
Owner's obligations under this Agreement, City shall have the right to pursue any or all of the
following actions, or any other remedy provided by law or in equity:
(a) Action to Compel Performance. The City may bring an action at law or in
equity to compel the Owner's performance of its obligations under this Agreement and /or to
prevent the violation of the terms and conditions of this Agreement by Owner.
(b) Action for Damages. The City may bring an action to collect damages
from the Owner due to Owner's default.
(c) All Remedies Available and Cumulative. City shall have the right to
exercise all available rights and remedies, and to maintain any action at law or suits in equity or
other proceedings, including without limitation, specific performance, to enforce the terms,
covenants and restrictions of this Agreement. No delay in enforcing the provisions hereof as to
any breach or violation shall impair, damage or waive the right of the City to enforce the
provisions hereof in the future for any continuing or new breach or violation of any of the terms,
covenants or restrictions contained in this Agreement. All rights and remedies, including without
limitation those set forth in this Section 9 above, of any party legally entitled to enforce this
Agreement shall be cumulative and the exercise of any such right or remedy shall not impair or
prejudice and shall not be a waiver of the right to exercise any other such rights and remedies.
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10. Lienor's Remedies. The provisions of this Agreement do not limit the right of any
obligee to exercise any of its remedies for the enforcement of any pledge or lien upon the
Property; provided, however, that in the event of any foreclosure, under any mortgage, deed of
trust or other lien or encumbrance, or a sale pursuant to any power of sale included in any such
mortgage or deed of trust, or in the case of a deed in lieu of foreclosure, the purchaser (or other
transferee) and their successors in interest and assigns and the Property shall be, and shall
continue to be, subject to all of the covenants and restrictions set forth in this Agreement. The
provisions of this Section 10 shall not apply with respect to any loan to which this Agreement has
been expressly subordinated pursuant to a separate written instrument executed by City.
11. Right of Inspection. City shall have the right from time to time during the Term
of this Agreement, and for a period of five (5) years thereafter, upon giving Owner reasonable
notice, to examine and make copies of all books, records or other documents of the Owner which
pertain to the Project. All such books, records and other documents pertaining to the Project
shall be maintained at the office of the Owner or management agent. All such books, records and
documents shall be maintained by Owner for a period of not less than five (5) years, or such
longer period as required by this Agreement.
12. Attorneys' Fees and Costs. In any action brought to enforce or interpret this
Agreement, the prevailing party shall be entitled to all costs and expenses of suit, including
reasonable attorneys' fee.
13. Recording and Filing. City and Owner shall cause this Agreement and all
amendment and supplements to it, to be recorded in the Official Records, at Owner's cost.
14. Governing Law. This Agreement shall be governed by the laws of the State of
California.
15. Amendments. This Agreement shall be amended only by a written instrument
executed by the parties hereto or their successors in title, and duly recorded in the Official
Records. The City and its successors and assigns, on the one hand, and the Owner and its
successors in interest and assigns, on the other, shall have the right to consent and agree to
changes in, or to eliminate in whole or in part, any of the covenants or restrictions contained in
this Agreement without the consent of any tenant, lessee, easement holder, licensee, mortgagee,
trustee, beneficiary under a deed of trust or any other person or entity having any interest less
than a fee in the Property. This Agreement shall not be amended, modified or terminated except
upon the written consent of the City and upon the recordation of an amendment hereto duly
executed and acknowledged by City and Owner. Whenever any approval, amendment, request or
other action by the City is required or permitted under this Agreement, such action may be given,
made or taken by the City Administrator, or his designee, in his/her discretion without further
approval by the City Council and such action shall be in writing. The City Administrator is
authorized, in his or her sole and absolute discretion to (i) approve non - material modifications to
the terms of the instrument and agreements to be executed to implement this Agreement, and (ii)
approve requests by the Owner for reasonable extensions of time deadlines set forth in this
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Agreement. Amendments to the Agreement authorized by the City Administrator shall not affect
the affordability requirements, number of units or otherwise affect the restrictions and /or
covenants for affordability.
16. Notice. All notices shall be given personally or by first class mail, postage
prepaid, addressed as shown on the signature page of this Agreement. Notices shall be deemed
given on the earlier of the date delivered or the second day following the date on which the same
have been mailed in the manner required by the prior sentence. Any of the parties may, by notice
given in the manner required by this Section 16, designate any further or different addresses to
which subsequent notices shall be sent.
17. Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions of this
Agreement shall not in any way be affected or impaired thereby.
18. Assizmnent. This Agreement may be assigned with the written consent of the
City to an entity created by the Owner for the sole purpose of developing, owning, managing and
operating the Project in which the Owner shall remain as general partner or managing partner.
Notwithstanding any other provision of this Agreement, no other duties or obligations of the
Owner under this Agreement may be assigned by the Owner without the prior written consent of
City.
19. Other Agreements. The parties acknowledge and agree that the operation of the
Units in accordance with this Agreement satisfies the Owner's obligations under the A/S PUD,
the AHEP and the RDO Exemption with respect to the income, rent and length of stay
restrictions applicable to the Units. In the event of any inconsistency between this Agreement
and the foregoing documents and approvals with respect to the income and rent restrictions
applicable to the Project, this Agreement shall control.
20. Counterparts. The parties hereto agree that this Agreement may be executed in
counterparts, each of which shall be deemed an original, and said counterparts shall together
constitute one and the same Agreement, binding all of the parties hereto, notwithstanding that all
of the parties are not signatories to the original or the same counterparts. For all purposes,
including, without limitation, recordation, filing and delivery of this instrument, duplicate,
unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining
pages assembled as one document.
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IN WITNESS WHEREOF, the City and the Owner have executed this Agreement by duly
authorized representatives on the date and year shown below.
CIT OY, a municipal corporation
By:
Approved As to Fo
P�
r
CITY ATTORNEY
Dated: , 2012
Address:
7351 Rosanna Street
Gilroy, CA 95020 -6141
GILROY SOBRATO LLC, a California limited liability
company
By: Pajaro Valley Housing Corporation,
A California non -profit public benefit corporation,
its Sole Member
By: bennis Lalor
Its: Vice - Preside
7455 Carmel /et
Gilroy, CA 95020
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STATE OF CALIFORNIA
ss.
COUNTY OF 5" c[" a
On I- 1(4-C before me, �a� 1 a Lo M Q,I , personally
appeared be-Aft. S L.oJb r ,
❑ personally known to me -OR- [ p oved to me on the basis of satisfactory
evidence to be the personXwhose
name isle subscribed to the within
instrument and acknowledged to me that
hethrAhey executed the same in
law +MARIA L MEU his-1hz&dmir authorized capacities.),,
ComnMssion • 1652916 and that by hiSttmerhtheir signature(4 on
Notary Public - California the instrument the personis).,. or the
Santa clots County entity upon behalf of which the
LID— - - - I - - I UP M Comm. Ex ina Ju 7 1
person acted, executed the
instrument.
WITNESS my hand and official seal.
MaA-,A-&
SIGNATURE OF NOTARY
STATE OF CALIFORNIA
• ss.
COUNTY 01`:
On q 1 13 l I-.L , before �}jmeA f�ifI-j,.��, personally
appearedTl�yy�[� ,� �C t tknd
❑ personally known to me -OR -'W proved to me on the basis of satisfactory
evidence to be the person(Xwhose
names re subscribed to the within
instrument and acknowledged to me that
/shefthey executed the same in
s hen'th eir authorized capacity(k,
and that b his/ er, keir signature( on
INGA ALONZO
the instrument the person( or the
Commission * 1931969
entity upon behalf of which the
Notary Public - California
person acted, executed the
Santa Clara County +
Comm. Expires r 15,201
instrument.
CTIZ y hand and official seal.
t
SYNATORf OF NOT Y
i
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7 -31 -12
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary
to fill in the data below, doing so may
prove invaluable to persons relying on the
document.
❑ INDIVIDUAL
[/-E' .RPORATE OFFI�ERS(S)
Title(s)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY -IN -FACT
❑ TRUSTEE(S)
❑ GUARDIAN /CONSERVATOR
❑ OTHER:
SIGNER IS REPRESENTING:
Name of Person(s) or Entity(ies)
Gi I ra.. L c JY
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary
to fill in the data below, doing so may
prove invaluable to persons relying on the
document.
INDIVIDUAL
❑ CORPORATE OFFICERS(S)
Title(s)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY -IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN /CONSERVATOR
❑ OTHER:
SIGNER IS REPRESENTING:
Name of Person(s) or Entity(ies)
7 -31 -12
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Gilroy, County of Santa Clara, State of California,
described as follows:
PARCEL ONE:
LOT 15, AS SHOWN ON THAT CERTAIN MAP ENTITLED "TRACT NO. 9467 SOBRATO
TRANSITION CENTER" WHICH WAS FILED IN THE OFFICE OF THE RECORDER OF
THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON APRIL 17, 2003 IN
BOOK 759 OF MAPS, PAGES 47 THROUGH 50.
PARCEL TWO:
RIGHTS AND EASEMENTS CONTAINED IN THAT CERTAIN RECIPROCAL
EASEMENT, JOINT USE AND MAINTENANCE AGREEMENT, RECORDED DECEMBER
20, 2004 AS INSTRUMENT NO. 18153236 OF OFFICIAL RECORDS, COUNTY OF SANTA
CLARA, STATE OF CALIFORNIA.
APN: 790 -07 -028
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7 -31 -12
EXHIBIT `B"
IDENTIFICATION OF UNITS RESERVED FOR
LOW INCOME HOUSEHOLDS
Number of Units Number of Bedrooms
Twenty -six (26) studio
The income levels of each household occupying a Unit shall not exceed fifty
percent (50 %) of Median Income.
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