02 - Laserfiche WebLink

WHEREAS, after conveyance of the Disposition Property to Owner, Owner will lease the Disposition Property to Lessee pursuant to the draft Ground Lease, a copy of which was submitted to HUD for review(the"Ground Lease"); WHEREAS, HUD has conditioned its approval for the transfer of the Disposition Property as set forth in the HUD Disposition Approval and on the further condition that the Disposition Property be developed with one hundred thirty-one (131) housing units (collectively, the "New Units," or singularly, a "New Unit") and operated as affordable and reserved for households at or below eighty percent (80%) of Area Median Income for a minimum of thirty (30) years from the date Lessee receives a Certificate of Occupancy for all of the New Units (the "Restricted Period"); WHEREAS, HUD has conditioned its approval for the transfer of the Disposition Property as set forth in the HUD Disposition Approval and on the further condition that fifty(50) of the New Units (the "PBV Units," or singularly, a "PBV Unit") will be developed and operated as assisted housing under HUD's Section 8 project-based voucher program in accordance with Section 8(o) of the Act, 24 C.F.R Part 983, and the applicable Housing Assistance Payments Contract (the "HAP Contract") for the duration of the Restricted Period; and WHEREAS, in connection therewith and in accordance with the terms of the Ground Lease, Lessee will demolish the existing buildings located on the Disposition Property and construct the New Units, which will include the PBV Units. AGREEMENT NOW THEREFORE, in consideration of the promises and covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Disposition of the Disposition Property. PHA shall not convey, assign, transfer, sublease, pledge, hypothecate, encumber or otherwise dispose of the Disposition Property prior to HUD releasing the Declaration(s) of Trust encumbering the Disposition Property. 2. Use of the Disposition Property. PHA shall encumber, or cause to be encumbered, the Disposition Property with a use agreement among PHA, Owner, Lessee and HUD substantially in the form attached hereto and incorporated herein as Exhibit C (the "Use Agreement"). The Use Agreement shall be recorded against the Disposition Property in a first- lien position, with the exception of(i) property taxes and assessments not yet due and payable, (ii) easements for the establishment, operation and maintenance of public utilities, and (iii) encumbrances that do not constitute a lien or other security interest on the Disposition Property or grant any party the right to a lien or security interest on the Disposition Property. 3. PBV Units Set-Aside for Public Housing Tenants. The PBV Units initially will be set aside for any household with a lease in effect at the Disposition Property at the time the Declaration of Trust is released (the "Existing Public Housing Households"), to the extent Page 2 of 10