AMENDED EXHIBIT B DECLARATION CC AND RS PHII MH V2 (2).DOCX

WHEN RECORDED, RETURN TO
Maricopa County
Attn: Human Services Department
234 N. Central Ave. Ste. 300
Phoenix, AZ 85004
DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
HOME Investment Partnerships
C-22-15-061-3-00
Effective this _________ day of ___________, 2015, Madison Heights Phase II, LLC, a Wisconsin
limited liability company, whose members and managers include but are not limited to: Madison Heights
Phase II MM, LLC, its managing member, and, Gorman Employee Group Madison Heights Phase II,
LLC, its special member. and Gorman & Company, Inc., whose local address is 4700 N Central Avenue,
Suite 117, Phoenix, AZ 85012 and Housing Authority of Maricopa County, a non-profit and Co-
Developer] whose address is 8910 N. 78th Avenue, Building D, Peoria, AZ 85345 (collectively the
“Declarants”) hereby agree to bind themselves, their successors and assigns and the Project in accordance
with this Declaration of Covenants, Conditions, and Restrictions (“the Declaration”), for the benefit of the
Maricopa County by and through the Human Services Department, an agency of the Maricopa County,
(collectively “County”) together with any successor and/or assignees to its rights, duties and obligations.
RECITALS
A. The County has been authorized pursuant to Arizona Revised Statutes §11-251 et seq. to, among
other things, facilitate development of affordable housing in Arizona by providing funding for property
development through loans and grants.
B. The Project that is the subject of this Declaration is more fully described in Attachment 1, below.
C. The Declarants applied to the County for funding for the Project; and the County relied on the
representations made in the Declarants’ application for funding including any documents, materials,
reports, appraisals or studies, provided by Declarants in support of the application for funding.
D. As consideration, in part, for funding awarded to the Declarants by the County, the Declarants agrees
to bind the Project and otherwise abide by the covenants, restrictions, duties and obligations set forth in
this Declaration.
E. Among other things, this Declaration describes use restrictions on the Project necessary to comply
with the specific program requirements for the source of funding provided by the County to the Project,
including without limitation the HOME Program and other funding programs administered by the
County.
F. The Declarants agrees that execution and recordation of this Declaration is a material condition to the
County’s agreement to provide funding to the Project and that the use of the Project shall be restricted for
the term of this Declaration.

AGREEMENT
NOW, THEREFORE, the Declarants, under the terms of this Declaration, intend, declare, acknowledge,
and covenant for themselves, their successors and assigns that the warranties, covenants, obligations, and
duties set forth herein, are covenants running with the Project for the term stated herein and as follows:
1. Incorporation. The above recitals are incorporated herein and are part of this Declaration.
2. Definitions. The capitalized terms used in this Declaration shall be understood as follows:
“Affordability Period” means the term of this Declaration which shall begin on the date that the
Project receives a Certificate of Occupancy and terminate 20 years from the date of completion or on
[December 31, 2037], whichever is later.
“Adjusted Income”, “Annual Income”, “Monthly Adjusted Income”, “Monthly Income” mean the
income amounts as determined by the County in accordance with the definitions of these terms in 24
C.F.R. Pt. 5, subpart F.
“County” or “Beneficiary” means the Maricopa County by and through the Human Services
Department as the context requires.
“County Guidance” means guidance provided from time to time by the County relevant to
multifamily rental development programs that it administers.
“Date of Completion” means the date upon which the project is certified for occupancy,
regardless of whether the units are occupied.
“Fair Market Rent” means the fair market rent determined from time to time by HUD for existing
housing for comparable units in the area in accordance with 24 C.F.R. Pt. 888.111.
“Funding Agreement” means the agreement dated May 20, 2015, executed by and between the
Declarants/Declarants and the County that sets forth the terms and conditions of the County’s funding
of the Project.
“Fixed Unit” means the specific units of a Project that have been permanently designated as
“County-Assisted Units” throughout the Affordability Period.
“Floating Units” means that the total number of County-Assisted Units in the Project is fixed for
the Affordability Period, but that the Declarants may from time to time change the designation of
individual units from a County-Assisted Units to a market-rate units so long as the total number of
County-Assisted Units and the Unit Mix at all times conform to the requirements of this Declaration.
“High HOME Rent” means a rent that does not exceed the area 65% rent limit, as determined by
HUD, with a utility allowance deduction, approved by the County, for all utility costs to be paid by
the tenant.
“HOME Program” means the HOME Investment Partnerships Program administered by the U.S.
Department of Housing and Urban Development (“HUD”). The HOME Program is authorized under
Title II of the Cranston-Gonzalez National Affordable Housing Act, as amended, which is codified at
42 U.S.C. § 211 et seq., along with the implementing regulations at 24 C.F.R. Pt 92 and described by
other relevant federal guidance.
“Lender” means any provider of funds through a loan or grant, including a government lender
other than the County, for the purpose of developing the Project. “Lender” does not include an equity
investor in the Project.

“Loan Documents” means the Promissory Note, Deed of Trust, and other documents executed by
the Declarants in favor of the County for the purpose of memorializing and securing loans or grants of
financial assistance by the County for the Project.
“Low-Income Households” means families whose annual incomes do not exceed 60 percent of
the median income for the area, as determined by HUD.
“Low HOME Rent” means a monthly rent amount that does not exceed the area 50% rent limit,
as determined by HUD, with a utility allowance deduction, approved by the County, for all utility
costs to be paid by the tenant.
“Market-Rate Units” means residential rental units other than State-Assisted Units.
“Project” means the project real property, including all buildings, improvements, and fixtures
thereto, that are under common ownership and control of the Declarants, located within the County of
[Avondale], County of [Maricopa] at [1110 North Dysart Road, Avondale, AZ 85323-1652] and
commonly known as [Madison Heights Phase II] that is more specifically described in the Legal
Description attached to this Declaration as Attachment 1 and as depicted in the Plat Map attached as
Attachment 2.
“Qualified Allocation Plan” means the plan prepared by the County in accordance with Section
42(m) of the Internal Revenue Code and as approved by the governor from time to time.
“Section 8” means the program or holders of a voucher of family participation in the program
described under Section 8 of the Housing Act of 1937 (see 24 CFR Pt. 982, the Housing Choice
Voucher Program).
“County-Assisted Unit” means those units deemed to be assisted with County Housing Funds and
designated as County-assisted. The term County-Assisted Unit is synonymous with the term “HOME-
assisted unit” pursuant to Part 92 of title 24 of the Code of Federal Regulations.
“County Housing Funds” means funds made available by the County through either the HOME
Program through allocations and reallocations, plus all matching funds, repayments and interest or
other return on the investment of these funds; and/or Housing Trust Funds made available through
A.R.S. 41-3953 and A.R.S. 41-3955; or other nonfederal funds provided through the County.
“Utility Allowance” means the monthly utility allowance authorized by the County in accordance
with applicable program requirements for use in determining the maximum amount of rent allowable
on a County-Assisted Unit.
“Very Low-Income Household” means households whose annual incomes do not exceed 50
percent of the median household income for the area, as determined by HUD with adjustments for
smaller and larger households, except that HUD may establish income ceilings higher or lower than
50 percent of the median for the area on the basis of HUD findings that such variations are necessary
because of prevailing levels of construction costs or fair market rents, or unusually high or low family
incomes.
3. Use Restrictions. The Declarants covenant that for the term of this Declaration, the Project shall be
used as a multifamily rental as follows:
a) Program Requirements. The Project shall comply with all applicable program requirements
during the term of this Declaration.
i) All HOME Program requirements apply to Projects financed with HOME Program funds.
Other applicable federal requirements are identified in the Funding Agreement.
ii) HOME Program requirements specifically identified in this Declaration and the Funding
Agreement also apply to Projects financed solely with nonfederal funds.

iii) Conflict. In the event that rules and regulations of multiple funding programs including
the Low Income Housing Tax Credit program described by 24 U.S.C. § 42 apply, the Project
must comply with the strictest of the applicable rules and regulations.
b) Affordability Restrictions. The income and rent restrictions described in Attachment 3 shall
apply to all County-Assisted Units. During the Affordability Period Declarants will maintain the
County-Assisted Units as rental housing and rent or hold available for rental each County-
Assisted Unit on a continuous basis.
c) Physical Condition Standards. During the Affordability Period, the Declarants must maintain the
project suitable for occupancy; and, in decent, safe, and sanitary condition and good repair in
accordance with the applicable health, safety, and building codes and federal physical conditions
standards described in 24 C.F.R. Pt. 92.251 or such other physical conditions standards as may be
adopted by HUD from time to time. Physical condition standards apply to the entire Project
rather than solely to the County-Assisted Units.
4. Tenants’ Rights. The Declarants shall abide by the following requirements when renting any County-
Assisted Unit:
a) Lease. Tenant leases shall be in writing, signed by the Declarants or the Declarant’s agent and
the tenant, and for a term of not less than twelve (12) months or for such other term by written
mutual agreement between the tenant and the Declarants.
b) Prohibited Residential Lease Terms. The following terms and provisions are prohibited in any
lease or agreement for a County-Assisted Unit:
i) Agreement to be sued. Agreement by the tenant to be sued, to admit guilt, or to a
judgment in favor of the Declarants in a lawsuit brought in connection with the lease;
ii) Treatment of the Tenant personal property. Agreement by the tenant that the Declarants
may take, hold, or sell personal property of household members without notice to the tenant and a
court decision on the rights of the parties. This prohibition, however, does not apply to an
agreement by the tenant concerning disposition of personal property remaining in the housing
unit after the tenant has moved out of the unit. The Declarants may dispose of this personal
property in accordance with Arizona law;
iii) Excusing Declarants from Responsibility. Agreement by the tenant not to hold the
Declarants or the Declarants’ agents legally responsible for any action or failure to act, whether
intentional or negligent;
iv) Waiver of Notice. Agreement of the tenant that the Declarants may institute a lawsuit
without notice to the tenant;
v) Waiver of Legal Proceedings. Agreement by the tenant that the Declarants may evict the
tenant or household members without instituting a civil court proceeding in which the tenant has
the opportunity to present a defense, or before a court decision on the rights of the parties;
vi) Waiver of a Jury Trial. Agreement by the tenant to waive any right to a trial by jury;
vii) Waiver of right to appeal court decision. Agreement by the tenant to waive the tenant's
right to appeal, or to otherwise challenge in court, a court decision in connection with the lease;
and
viii) Tenant Chargeable With Cost of Legal Actions Regardless of Outcome. Agreement by
the tenant to pay attorney's fees or other legal costs even if the tenant wins a court proceeding by
the Declarants against the tenant. The tenant, however, may be obligated to pay costs if the
tenant loses.

c) Termination of Tenancy: Declarants may not terminate the tenancy or refuse to renew the lease
of a tenant of a County-Assisted Unit as specified herein except for: serious or repeated violation
of the terms and conditions of the lease; for violation of applicable federal, state, or local law; or
for other good cause. Any termination or refusal to renew must be preceded by the Declarants'
service upon the tenant of a written notice specifying the grounds for the action, which notice
must be delivered to the tenant at least 30 days before the termination or refusal to renew is to be
effective. Declarants may immediately terminate a lease in accordance with A.R.S. § 1368 (2)
unless the Project is funded with HOME Program funds and applicable HOME Program
regulations prohibit immediate termination of the lease.
d) The form of lease for any County-Assisted Unit in the Project shall provide for immediate
termination of the lease and eviction in accordance with Arizona Revised Statues for failure to
meet tenant income limits as a result of any material misrepresentation made by the tenant or
prospective tenant with respect to the income certification, or any material misrepresentation
made in conjunction with execution of the lease or the failure by such tenant to execute an
income certification at least annually.
e) Residential rental units in the Project will be rented or available for rental to the public on a
continuous basis and no tenant shall be evicted without cause.
f) No prospective tenant shall be denied occupancy solely because the person holds a Section 8
voucher or certificate.
5. Tenant Selection. The Declarants must adopt written tenant selection policies and criteria for County-
Assisted Units that:
a) are consistent with the purpose of providing housing for very low-income and low-income
families;
b) are reasonably related to program eligibility and the applicant's ability to perform the obligations
of the lease;
c) provide for the selection of tenants from a written waiting list in the chronological order of their
application, insofar as is practical; and
d) provide for the prompt written notification to any rejected applicant of the grounds for any
rejection; and,
e) provide for affirmative fair housing marketing procedures as described in Attachment 4 to this
Declaration.
6. Term of Declaration
a) The Affordability Period and this Declaration shall terminate 20 years from the date of initial
occupancy of the last HOME assisted unit.
b) The warranties, covenants, obligations, and duties described in this Declaration shall commence
on the date of execution of this Declaration and shall continue in effect during the full term of this
Declaration.
c) In the event of transfer of the Project as the result of a judicial foreclosure, trustee’s sale, or by
deed in lieu of foreclosure to the holder of a legal interest in the Project that is senior in time or
right to the County, the warranties, covenants, obligations, and duties described in this
Declaration shall terminate.
7. Monitoring and Enforcement. County shall conduct periodic monitoring and review of the Project for
the purpose of determining compliance with applicable program requirements and this Declaration.

Monitoring and review includes on-site inspections and review of documents supplied to the County
by the Declarants or others on behalf of the Declarants or the Project.
a) Entry and Inspection. The Declarants shall permit, during normal business hours and upon
reasonable notice, any duly authorized representative of the County to conduct on-site inspections
of the Project land and improvements and to inspect any facility, document book, and record of
the Declarants relating to the Project.
b) Certifications. By March 15th of each year, the Declarants will submit such certifications as may
be identified in the Funding Agreement, in County Guidance, or otherwise required by the
County.
c) Books and Records. The Declarants shall keep and maintain at the Project all documents, books,
and records required by the Funding Agreement, applicable program requirements, and County
Guidance.
d) Information. The Declarants shall submit any other information, documents or certifications that
the County shall deem reasonably necessary.
8. Breach. The Declarants covenant and agree to inform the County by written notice of any breach of
the Declarants' obligations hereunder within five (5) business days of first discovering any such
breach. Violations shall be cured within the deadlines described in paragraph 9, below. If any such
breach is not corrected to the satisfaction of the County within the cure period, the County may,
without further notice, declare a default under this Declaration, and the County may apply to any
court, state or federal, for any of the remedies described in paragraph 9 of this Declaration.
9. Remedies. Subject to the written requirements of the Deed of Trust of even date with this
Declaration, and an agreement between a Lender and the County, if any, in the event that Declarants
breach any warranty, covenant, obligation, or duty set forth in this Declaration, and if such breach
remains uncured for a period of sixty (60) calendar days after notice thereof by the County, the
County shall be entitled to any or all of the remedies described below:
a) If the County determines that the Declarants have taken and diligently, continually, and in good
faith continues corrective action and that the breach cannot be corrected within the 60-day cure
period, the County may, in its sole discretion, allow the Declarants such additional time as may
be reasonably necessary to cure the breach;
b) In the event of an uncured breach the County may:
i) demand return of all funds provided by the County to the project, plus interest at the
default rate described in the Loan Documents, and/or an amount attributable to the increase in
equity in the Project attributable to the infusion of any County Housing Funds for any purpose;
resort to any court having jurisdiction of the subject matter for specific performance of this
Declaration, for an injunction against any violation of this Declaration, for an accounting, for the
appointment of a receiver to take over and operate the Project in accordance with the terms of this
Declaration, the Loan Documents, and program requirements, or for initiation of foreclosure
proceedings; or such other relief as may be appropriate, it being acknowledged by Declarants that
the beneficiaries of Declarants' obligations hereunder cannot be adequately compensated by
monetary damages in the event of Declarants' breach of this Declaration, because the
beneficiaries include the low-income families to be benefited by the funds invested by the County
to the Project.
ii) The County shall be entitled to reimbursement of reasonable attorneys' fees and all costs
incurred in any judicial action in which the County shall prevail.

iii) The County may require reasonable assurances of security for repayments required
pursuant to this section in the form of a guaranty or appropriate amendments, revisions, or
additions to the Loan Documents, or in the event that there are no Loan Documents by execution
and recording of a deed of trust in a form satisfactory to the County as Beneficiary.
c) The Declarants and the County each acknowledge that the primary purpose for requiring
compliance by the Declarants with the restrictions provided in this Declaration are to assure
compliance of the Project and the Declarants with the program requirements, AND BY REASON
THEREOF, THE DECLARANTS IN CONSIDERATION FOR RECEIVING COUNTY
HOUSING FUNDS FOR THIS PROJECT HEREBY AGREE AND CONSENT THAT THE
COUNTY AND THE LOW-INCOME TENANT(S) (WHETHER PROSPECTIVE, PRESENT
OR FORMER OCCUPANTS OF THE PROJECT) (OR EITHER OR ALL OF THEM) SHALL
BE ENTITLED, FOR ANY BREACH OF THE PROVISIONS HEREOF, AND IN ADDITION
TO ALL OTHER REMEDIES PROVIDED BY LAW OR IN EQUITY, TO ENFORCE
SPECIFIC PERFORMANCE BY THE DECLARANTS OF ITS OBLIGATIONS UNDER THIS
DECLARATION IN ANY ARIZONA STATE COURT OF COMPETENT JURISDICTION, the
Declarants hereby further specifically acknowledging that the beneficiaries of the Declarants'
obligations hereunder cannot be adequately compensated by monetary damages in the event of
any default hereunder.
10. Representations, Covenants and Warranties of Declarants. The Declarants hereby warrant and
covenant that the warranties, covenants, and declaration of obligations and duties set forth herein may
be relied upon by the County and all persons interested in Project compliance under the program
requirements. In performing its duties and obligations hereunder, the County may rely upon
statements and certificates of the Declarants pertaining to occupancy of the Project. In addition, the
County may consult with counsel, and the authorization and protection in respect of any action taken
or suffered by the County hereunder in good faith and in conformity with the opinion of such counsel
shall be applicable to the County's reliance upon such opinion of counsel. The Declarants further
represent, covenant and warrant to the County that:
a) The Declarants and Co-Developers are: the Housing Authority of Maricopa County and Madison
Heights Phase II, LLC, Madison Heights Phase II MM, LLC and its parent and/or affiliates
Gorman Employee Group Madison Heights Phase II, LLC and Gorman & Company, Inc.
b) The Housing Authority of Maricopa County:
i) Is a non-profit entity duly organized under the laws of the State of Arizona, and qualified
to transact business within the State of Arizona pursuant to either Title 10 or Title 29, Arizona
Revised Statutes;
ii) has the power and requisite authority to own its properties and assets as owned, where
owned, and to carry on its business as now being conducted (and as now contemplated) by this
Declaration and the Loan Documents; and
iii) has the full legal right, power, and authority to execute and deliver this Declaration and
the Loan Documents and to perform all undertakings of the Declarants hereunder.
c) Madison Heights Phase II, LLC , Madison Heights Phase II MM, LLC and Gorman Employee
Group Madison Heights Phase II, LLC:
i) are Limited liability companies duly organized under the laws of the State of Wisconsin
and qualified to transact business within the State of Arizona pursuant to either Title 10 or Title
29, Arizona Revised Statutes;

ii) have the power and requisite authority to own its properties and assets as owned, where
owned, and to carry on its business as now being conducted (and as now contemplated) by this
Declaration and the Loan Documents; and
iii) have the full legal right, power, and authority to execute and deliver this Declaration and
the Loan Documents and to perform all undertakings of the Declarants hereunder.
d) Gorman & Company, Inc. is
i) a Corporation duly organized under the laws of the State of Wisconsin and qualified to
transact business within the State of Arizona pursuant to either Title 10 or Title 29, Arizona
Revised Statutes;
ii) have the power and requisite authority to own its properties and assets as owned, where
owned, and to carry on its business as now being conducted (and as now contemplated) by this
Declaration and the Loan Documents; and
iii) has the full legal right, power, and authority to execute and deliver this Declaration and
the Loan Documents and to perform all undertakings of the Declarants hereunder.
e) The execution and performance of this Declaration and the Loan Documents by the Declarants:
i) will not violate or, if applicable, have not violated any provision of law, rule or
regulation, or any order of any court or other governmental agency;
ii) will not violate or, if applicable, have not violated any provision of any indenture,
declaration, mortgage, mortgage note or other instrument to which the Declarants are a party or
by which it or the Project is bound;
iii) will not result in the creation or imposition of any prohibited lien, charge or encumbrance
of any nature.
f) The Declarants will, at the time of execution and delivery of this Declaration, have good and
marketable title to the real property and improvements constituting the Project free and clear of
any lien or encumbrance (subject to the Permitted Encumbrances identified in the Loan
Documents).
g) There is presently no action, suit or proceeding at law or in equity or by or before any
governmental instrumentality or other agency now pending, or, to the knowledge of the
Declarants, threatened against or affecting it, or any of its properties or rights, which, if adversely
determined, would materially impair the Declarants' rights to carry on business substantially as
now conducted (and as now contemplated) by this Declaration and the Loan Documents or which
would materially, adversely affect its financial condition. Neither the Declarants nor their
principals, shareholders, managers, members or general partners, as the case may be, have any
judgment entered against them which would, when recorded, constitute a lien against or
otherwise impair the security of the Project.
h) The Project as constructed and operated complies with program requirements and that the
County-Assisted Units of which will be rented or available for rental on a continuous basis to
members of the general public as further restricted by Attachment 3 hereto. The Project consists
of one or more proximate buildings or structures containing one or more similarly constructed
accommodations containing separate and complete facilities for living, sleeping, eating, cooking
and sanitation and facilities which are functionally related and subordinate to such
accommodations.
i) No actions will be taken by the Declarants which will in any way adversely affect the use of the
Project.

j) To the extent that the Project involves rehabilitation of existing residential rental units, relocation
of tenants complies with all the requirements of the Uniform Relocation Act.
k) The Project is in full compliance with the requirements of the Fair Housing Act Design
Standards.
l) Declarants have read and is familiar with the applicable provisions of the HOME Program, the
Funding Agreement, the Qualified Allocation Plan, and relevant federal guidance and County
Guidance that describe the obligations and duties of the Declarants to construct or rehabilitate,
operate, and maintain the Project.
m) Declarants reviewed the terms and conditions of this Declaration and seasonably notified all
Lenders that execution of this Declaration is a material condition of the County’s agreement to
provide funding to the Project.
n) Release and Indemnification. The Declarants warrant, covenant and agree that they have not
relied upon or sought any information from the County, its successors and/or assigns, its agents,
counsel or employees in conjunction with the application for, or award of funding for the Project.
In conjunction with the each Declarant’s application for funding through the County, the
Declarant acknowledges and agrees for itself and on behalf of any of its partners, limited partners,
special limited partners, members, special members or any other constituent entity of the
Declarant, and the Declarant’s successors and assigns that it shall hereby release the County, its
agents, counsel and employees from any claim, loss, demand or judgment as a result of the
provision of funding of the Project or the recapture of such funding by HUD, including any
interest and penalties thereon; and the Declarant hereby further agrees for itself, and on behalf of
any of its partners, limited partners, special limited partners, members, special members or any
other constituent entity of Declarant, and its successors and assigns to indemnify the County, its
agents, counsel and employees from any claim, loss, demand or judgment, to include reasonable
attorney's fees in the event of the decision of HUD to recapture of funds provided by the County.
Furthermore, Declarant, and its successors and assigns to indemnify the County, its agents,
counsel and employees from any claim, loss, demand or judgment, to include reasonable
attorney's fees as a result of or arising out the ownership, operation, management or any other
activities undertaken pursuant to this Declaration.
11. Declarants’ Obligations and Duties
a) Each Declarant agrees that it will not knowingly take or permit to be taken any action which
would have the effect, either directly or indirectly, of subjecting the Declarant or the Project to
non-compliance with program requirements. Moreover, each Declarant agrees to take any lawful
action (including amendment of this Declaration as may be necessary in the opinion of the
County) to comply fully with pertinent law and with all applicable rules, rulings, policies,
procedures, regulations or other official statements promulgated or proposed by HUD from time
to time pertaining to each Declarant's obligations under the program regulations.
b) Each Declarant agrees that it will not cause or acquiesce in its voluntary or involuntary
dissolution or otherwise fail to correct within 90 days after legal notice thereof, any breach of,
violation of, or practice that is materially inconsistent with laws of the State of Arizona or other
jurisdiction in which Declarant is organized relating to the regulation and formation of business
entities, or the Declarant’s Articles, Bylaws, or other such writing setting forth the formalities and
requirements of each Declarant’s form of organization.
c) Each Declarant agrees not to discriminate on the basis of race, creed, color, sex, age, handicap,
marital status, or national origin in the leases for occupancy of the Project or in conjunction with
the employment or application for employment of any person or persons for the operation and
management of said Project, except as provided in Attachment 3.

d) Religious Organizations. During the Affordability Period, the Project will not be provided for
rental or use to any primarily religious organizations, such as churches, for any activity including
secular activities. The Project must be used exclusively by the Declarant’s entity for secular
purposes, available to all persons regardless of religious affiliation. In particular, there must be
no religious or membership criteria for tenants of the Project.
e) Affirmative Marketing. During the Affordability Period specified herein, each Declarant shall
comply with the Affirmative Marketing Procedures more fully described in Attachment 4.
f) As a condition of occupancy, the Declarants shall require each applicant for tenancy of a County-
Assisted Unit to certify in writing to the County that the person’s sources and amount of income
declared for the purposes of program eligibility are true and correct. Existing tenants of County-
Assisted Units shall be required to certify the same to the County annually. In addition, the
Declarants shall require each applicant for tenancy to provide whatever other information,
documentation, or certifications deemed necessary by the County to verify the tenant’s eligibility
for occupancy of a County-Assisted Unit.
g) During the term of this Declaration, each Declarant shall comply with all federal, state and local
laws, codes, ordinances, rules and regulations, conditions, and assurances, and shall keep and
maintain in effect at all times any and all licenses, permits, notices, and certifications which may
be required with regard to the Project. Furthermore, each Declarant shall abide by all
requirements of its respective corporate form, its articles of organization and bylaws, and remain
at all times in good standing with the agencies having regulatory jurisdiction over it.
h) Each Declarant agrees that if it shall become aware of any situation, event or condition which
would result in noncompliance of the Project or the Declarant’s compliance with this Declaration
or program requirements, then the Declarant shall promptly give written notice thereof to the
County.
i) Project Records
i) Each Declarant shall keep and maintain the Project Records described in 24 C.F.R. Pt.
92.508(a)(3) and (7)(i)(A) (equal opportunity and fair housing records) and (7)(ii)(A)(affirmative
marketing process records). If the Declarant received funds as a Community Housing
Development Organization, then each Declarant shall also keep and maintain the CHDO Records
described in 24 C.F.R. Pt. 92.508 (a)(4).
ii) Period of Record Retention: All records described in subparagraph (i), above plus all
pertinent documents, books, papers, accounts, reports, files, tenant lists, applications, leases,
waiting lists, income examinations, and other records relating to the project specified in this
Declaration or the Funding Agreement shall be retained for five years following expiration of this
Declaration. Notwithstanding the foregoing, if any litigation, claim, negotiation, audit, or other
action has been started before the expiration of the Affordability Period, the records must be
retained for five years following completion of the action and resolution of all issues which arise
from it, or for five years following the end Affordability Period, whichever is later.
j) Inspection and/or Audit of Records: Declarants shall make available at all reasonable times, for
inspection, transcription, excerpting, examination, copying, and audit by the County, the State
Auditor General, HUD, the Comptroller General of the United States, or any of their
representatives and designees, all pertinent books, documents, papers, accounts, reports, files,
tenant lists, applications, leases, waiting lists, income examinations, and other records (hereinafter
referred to as "Records") relating to the project specified herein. Upon request by such inspecting
or auditing entity, a legible copy of all such Records shall be produced by the Declarants at the
specified office of, the County, the State Auditor General, or at any other reasonable location.

The original of all such Records shall also be available and produced for inspection, copying, and
audit when needed to verify the authenticity of a copy.
k) Transfer Restrictions
i) Except as provided in subparagraphs (ii) and (iii), below, the Declarants may sell, transfer or
exchange the Project or individual buildings at any time, upon prior written consent of the County,
such consent not to be unreasonably withheld or delayed. In addition, the County will require in
advance of the transfer of the project to any buyer or successor or other person acquiring the Project
or any interest therein written agreement, in a form satisfactory to the County that the transfer is
subject to the requirements of this Declaration, program requirements, and the Loan Documents.
Notwithstanding the foregoing, nothing in this subparagraph shall affect the rights of a Lender to
approve the proposed transfer as required under a lender loan document.
ii) The Declarants further covenant and agree not to dispose of less than all of its interest in
any building composing the Project.
iii) Except as specifically provided in the Funding Agreement, Scope of Work, the
Declarants shall not demolish any portion of the Project or substantially subtract from any real or
personal property comprising the Project; or permit the use of any residential rental unit for any
purpose other than rental housing during the term of this Declaration.
iv) The Declarants shall not grant commercial leases or licenses relating to the Project (other
than commercial leases with respect to insubstantial portions of the Project on a square footage
basis) or permit the sale, transfer, conveyance or other encumbrance of the Project or any portion
thereof (except for leases of County-Assisted Units or Market-Rate Units) during the effective
term of this Declaration, provided that this Declaration shall not apply to any encumbrance,
conveyance or transfer in conjunction with a sale, transfer or other conveyance of the Project that
complies with the requirements of the Loan Documents and this Declaration.
12. Casualty, Condemnation, and Eminent Domain. Subject to the written requirements of the Deed of
Trust of even date with this Declaration, and an agreement between a Lender and the County, if any,
the each Declarant represents, warrants and agrees that if the Project, or any portion thereof, shall be
damaged or destroyed or shall be condemned or acquired for public use, that the proceeds of any such
condemnation or acquisition shall be assigned in full and paid to the County as required by the Loan
Documents, who shall cause such proceeds to be used to repair and restore same to substantially the
same condition as existed prior to the event causing such damage or destruction, or to relieve the
condemnation, and thereafter operate the Project in accordance with the terms of the Loan Documents
and this Declaration. Provided, however, that if repair or restoration of the Project is not practicable,
the Declarants shall not be obligated to repair or restore the Project, and an award of damages under
this paragraph up to the amount of the unpaid principal and accrued interest of the Obligation Secured
described in the Loan Documents may be retained by the County and any remaining balance shall be
paid to Declarants. The County shall be a party to any agreement relating to the use of condemnation
proceeds or insurance proceeds from damage to the Project to repair and restore the Project. The
County may, at the County’s option, appeal from any such award in the name of Declarants.
13. Covenants Run with the Land; Successors Bound Thereby
a) Upon execution and delivery by the Declarants, each Declarant shall cause this Declaration and
all amendments and exhibits hereto to be recorded and filed in the official records of the county
recorder's office in the county in which this Project is located and, if applicable, with the
recording office of the appropriate Indian tribe if the Project is located on tribal land, and pay all
fees and charges incurred in conjunction with recording of this Declaration and all addenda or
amendments thereto. Upon recording, each Declarant shall immediately transmit or cause to be
sent directly from the recorder's office to the County an executed original of the recorded

Declaration showing the date, book and page number of recording. Where pertinent, the County
may require Declarants to furnish a condition of title report for the Project prior to or after
recordation of this Declaration.
b) Each Declarant intends, declares and covenants, on behalf of itself and all future Declarants and
operators of the Project and land upon which the Project is constructed that, during the term of
this Declaration, all of the covenants and restrictions set forth in this Declaration regulating and
restricting the use, occupancy and transfer of the Project: (i) shall be and are covenants running
with the Project, encumbering the Project and land upon which the Project sits for the term of this
Declaration, and are binding upon the Declarants' successors in title and all subsequent
Declarants and operators of the Project and the land upon which the Project sits; (ii) are not
merely personal covenants of each Declarant; and, (iii) shall bind each Declarant (and the benefits
shall inure to the County and any past, present, or prospective tenant of a County-Assisted Unit)
and its and their respective successors and assigns during the term of this Declaration.
c) Each Declarant hereby agrees that any and all requirements of the laws of the State of Arizona to
be satisfied in order for the provisions of this Declaration to constitute deed restrictions and
covenants running with the land shall be deemed to be satisfied in full, and that any requirements
or privileges of estate or title are intended to be satisfied hereby, or in the alternative, that an
equitable servitude has been created to ensure that these restrictions will run with the land. For
the longer of the period this credit is claimed or the term of this Declaration, each and every
contract, deed or other instrument hereinafter executed conveying the Project or any portion
thereof shall expressly provide that such conveyance is subject to this Declaration, provided,
however, that the covenants contained herein shall survive and be effective regardless of whether
such contract, deed, or other instrument hereafter executed conveying the Project or any portion
thereof provides that such conveyance is subject to this Declaration.
d) Each Declarant further covenants and agrees to obtain the consent of any prior recorded lien
holder on the Project to this Declaration and the recording thereof, and such consent shall be a
condition precedent to the execution of this Declaration.
14. Subordination. Except for the Permitted Encumbrances identified in the Loan Documents or an Inter
-creditor and Subordination Agreement or similar agreement executed by and between the County
and a Lender, each Declarant warrants that it has not and will not execute any other agreement, lien or
security interest, or otherwise become a party to such an agreement, lien or security interest with
provisions contradictory to, or in opposition to, the provisions of this Declaration, and that in any
event, the requirements of this Declaration are paramount and controlling as to the rights and
obligations herein set forth and supersede the requirements and conflicts contained in any other
agreement. In the event of a conflict between the provisions of this Declaration and the Loan
Documents, the provisions of the Loan Documents shall control.
15. Effect of Other Restrictive Covenants. In the event that the Project is subject to declarations of
restrictive covenants relating to other governmental sources of funding, then the more restrictive
requirements shall apply. Upon the expiration or termination of any such declaration during the term
of this Declaration, the Affordability Period and other requirements of this Declaration shall continue
to apply to any County-Assisted Unit.
16. Amendment. This Declaration may be amended with the prior written approval of the County to
correct factual errors contained herein or to reflect changes in pertinent law, and program
requirements. No amendment to this Declaration may be made without the prior written approval of
the County. Each Declarant hereby expressly agrees to enter into all amendments hereto which, in
the opinion of the County's legal counsel, are reasonably necessary or desirable to correct factual
errors or for maintaining compliance with program requirements.

17. Severability. The invalidity of any clause, part or provision of this Declaration shall not affect the
validity of the remaining portions thereof.
18. Notices. All notices to be given pursuant to this Declaration shall be in writing and shall be deemed
given when mailed by certified or registered mail, return receipt requested, to the parties hereto at the
addresses set forth below, or to such other place as a party may from time to time designate in
writing.
To the County: Amy Jacobson, Assistant Director
Maricopa County Human Services Dept.
234 N. Central Ave. Ste. 300
Phoenix, AZ 85004
Attention: Community Development Assistant Director
To the Declarants: Brian Swanton, Local Representative for:
Madison Heights Phase II, LLC
Madison Heights Phase II MM, LLC
Gorman Employee Group Madison Heights Phase II,
LLC and
Gorman & Company
4700 N Central Avenue, Suite 117
Phoenix, AZ 85012
Gloria Munoz
Housing Authority of Maricopa County
8910 N. 78th Avenue
Peoria, AZ 85345
The County, and the Declarants, may, by notice given hereunder, designate any further or different
addresses to which subsequent notices; certificates or other communications shall be sent.
20. Governing Law. This Declaration shall be governed by the laws of the State of Arizona and, where
applicable, the laws of the United States of America. In accordance with Arizona law, the County
and State of Arizona may cancel this Declaration without penalty or further obligation under the
provisions of A.R.S. § 38-511. The parties further agree to use arbitration to the extent required by
A.R.S. § 12-1518.
21. Venue. The Declarants consent to venue in the Arizona Superior Court for Maricopa County for any
legal action arising under this Declaration.
22. Survival of Obligations. The obligations of the Declarants as set forth herein and in the Application
shall survive the disbursement of the funding that is the subject of this Declaration, which shall not be
deemed to terminate or merge with the distribution of funds or termination of the Funding
Agreement. Notwithstanding termination of the Funding Agreement pursuant to the terms thereof or
otherwise, the program requirements identified in the Funding Agreement that are applicable during
the period of operation of the Project shall be enforceable through this Declaration.
23. [Rider Language if any]

IN WITNESS WHEREOF, each Declarant has caused this Declaration to be signed by its respective duly
authorized representative, as of the day and year first above written, such Declaration being
acknowledged by the Beneficiary, below.
__________________________________ __________________________________
DECLARANTS: BY MARICOPA COUNTY:
Madison Heights Phase II, LLC, a Wisconsin
limited liability company
By: Madison Heights Phase II MM, LLC, its
Member
By: Gorman Employee Group Madison Heights
Phase II, LLC, its Manager
By: Gorman & Company, Inc., its manager
Authorized Signature
Chairman, Board of Supervisors
GARY J. GORMAN, PRESIDENT
DATE
DATE
BY HAMC: Attested to:
Gloria Munoz, Director DATE Clerk, Board of Supervisors DATE
STATE OF ____________ )
) ss
County of _____________ )
On this the ________ day of _____________, 2015, before me, a Notary Public, personally
appeared ________________________, known to me or satisfactorily proven to be the person whose
name is subscribed to this instrument and acknowledged that he executed the same. If this person’s name
is subscribed in a representative County, it is for the principal named and in the County indicated.
_____________________________________ _______________________________________
Notary Expiration Date Signature of the Notary Public for Declarants
[STAMP/SEAL]

STATE OF ____________ )
) ss
County of _____________ )
On this the ________ day of _____________, 2015, before me, a Notary Public, personally
appeared ________________________, known to me or satisfactorily proven to be the person whose
name is subscribed to this instrument and acknowledged that he executed the same. If this person’s name
is subscribed in a representative County, it is for the principal named and in the County indicated.
_____________________________________ _______________________________________
Notary Expiration Date Signature of the Notary Public for Declarants
[STAMP/SEAL]
STATE OF ____________ )
) ss
County of _____________ )
On this the ________ day of _____________, 20____, before me, a Notary Public, personally
appeared ________________________, known to me or satisfactorily proven to be the person whose
name is subscribed to this instrument and acknowledged that he executed the same. If this person’s name
is subscribed in a representative County, it is for the principal named and in the County indicated.
_____________________________________ _______________________________________
Notary Expiration Date Signature of the Notary Public for Declarants
[STAMP/SEAL]

ATTACHMENT 1
LEGAL DESCRIPTION