HomeMy WebLinkAboutColette's Children's Home - 2006-05-15'�-k'OKEaCO'RDING REQUESTED BY
Recording Request by
Zang recording Services on
behalf of: UNI
AND WHEN RECORDED MAIL TO
City of Huntington Beth
Econ. Dev.- Agn a
2000 Main Street
Huntin ton Peach, California 92648
This Document was electronically recorded by
Zang Recording Services GG
Recorded in Official Records, Orange County
Tom Daly, Clerk -Recorder
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2007000498941 03:59pm 08/09/07
10873S135
0.00 0.00 0.00 0.00 12.00 0.00 0.00 0.00
SPACE ABOVE THIS LINE FOR RECORDER'S USE
SUBORDINATION AGREEMENT
NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING ,
SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. —1)QQA, t���_
THIS AGREEMENT, made this / day of July, 2007 by Colette's Children's Home, owner of the land hereinafter
described and hereinafter referred to as "Owner', and City of Huntington Beach Economic Development, present owner and holder
of the deed of trust and note hereinafter described and hereinafter referred to as "Beneficiary";
WITNESSETH
THAT WHEREAS, City Of Huntington Beach Economic Development did on April 4, 2006, execute a deed of trust to
Colette's Children's Home, as trustee, covering: 7881 Glencoe Avenue, Huntington Beach, CA 92647
(See Attached Exhibit "A" for Legal Description)
to secure a note in the sum of $545,000, dated May 15, 2006, In favor of City of Huntington Beach Economic Development. Which
deed of trust was recorded on August 2, 2006, Instrument No. 2006000518054 of Official Records of said County and is subject and
subordinate to the deed of trust next hereinafter described; and
WHEREAS, Owner has executed, or is about to execute, a note in the amount of $400,000, dated not later than
wC ?7, in favor of U.S. Department and Housing and Urban Development, as Lender, payable with interest and
upon rms and conditions described therein, which note evidences an additional loan to be made by Lender to Owner under the
terms and provisions of, and secured by, said deed of trust in favor of Lender; and
WHEREAS, it is a condition precedent to obtaining said additional loan that said deed of trust in favor of Lender, securing all
obligations recited therein as being secured thereby, including but not limited to said additional loan, shall unconditionally be and
remain at all times a lien or charge upon the land hereinbefore described, prior and superior to the lien or charge of the deed of trust
first above mentioned; and
WHEREAS, Lender is willing to make said additional loan provided the deed of trust securing the same is a lien or charge
upon said land prior and superior to the lien or charge of the deed of trust first above mentioned and provided that Beneficiary will
specifically and unconditionally subordinate the lien or charge of the deed of trust first above mentioned to the lien or charge of said
deed of trust in favor of Lender; and
WHEREAS, it is to the mutual benefit of the parties hereto that Lender make said additional loan to Owner; and Beneficiary is
willing that the deed of trust securing the same shall constitute a lien or charge upon said land which is unconditionally prior and
superior to the lien or charge to the deed of trust first above mentioned.
NOW THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration,
the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Lender to make the additional loan
above referred to, it is hereby declared, understood, and agreed as follows:
THIS INSTRUMENT IS RECORDEDAT
THE REQUEST OF UN1TEDTITLE
COMPANY AS AN ACCOMMODATION ONLY
ITHASNOTBEEN EXAMINEDASTO
ITS EXECUTION OR AS TO ITS EFFECTS
UPON TITUE
1
ACKNOWLEDGMENT
State of Califo is
County of _--_-__-
fl.)
On-- / beforeme,-- Ie l/,L•Cz.y_z
f--- here insert�e �nd�tiC o he officer)
personally appeared__!?�'i'lt��F�__—__�_ —_
----------------------------------------------- -------------- ----,
personally known to me ( ) to be
the person whose name Is a e subscribed to the within instrument and
acknowledged to me that she thley executed the same in hi4ee *-* authorized
capacity(iW4, and that by4 ' Iher "r signature(* on the instrument the persons),
or the entity upon behalf of which the person' acted, executed the instrument.
WITNESS my hand and official seal. IBM L04
1440M
Signature
-------- --------
(Seal)
TE1rdL L. KING
ComMMOn # 1440952
Notary PubNc - Cat fomia
Orange County
My Comm. Eq*es Oct 12, 2007
' (1) That said deed of trust in favor of Lender, as to said additional loan as well as all other obligations recited as being
secured thereby, and any renewals or extensions thereof, shall unconditionally be and remain at all times a lien or charge on the
property therein .described, prior and superior to the lien or charge of the deed of trust first above mentioned.
(2) That Lender would not make its additional loan above described without this subordination agreement.
(3) That this agreement shall be the whole and only agreement with regard to the subordination of the lien or charge of
the deed of trust first above mentioned to the lien or charge of the deed of trust in favor of Lender above referred to and shall supersede
and cancel, but only insofar as would affect the priority between the deeds of trust hereinbefore specifically described, any prior
agreements as to such subordination including, but not limited to, those provisions, if any contained in the deed of trust first above
mentioned, which provide for the subordination of the lien or charge thereof to another deed or deeds of trust or to another mortgage or
mortgages.
Beneficiary declares, agrees, and acknowledges that
(a) He consents to and approves (1) all provisions of the note evidencing said additional loan and the deed of trust
securing same, and (ii) all agreements, including but not limited to any loan or escrow agreements, between Owner and Lender for the
disbursement of the proceeds of Lender's additional loan;
(b) Lender in making disbursements pursuant to any such agreement is under no obligation or duty to, nor has Lender
represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds and
any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat
the subordination herein made in whole or in part;
(c) He intentionally and unconditionally waives, relinquishes, and subordinates the lien or charge of the deed of trust first
above mentioned in favor of the lien or charge upon said land of the deed of trust in favor of Lender, as to said additional loan as well
as all other obligations recited therein as being secured thereby, and understands that in reliance upon and in consideration of this
waiver, relinquishment and subordination specific loans and advances are being and will be made and, as part and parcel thereof,
specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance
upon this waiver, relinquishment and subordination; and
(d) An endorsement has been placed upon the note secured by the deed of trust first above mentioned that said deed of
trust has by this instrument been subordinated to the lien or charge of the deed of trust in favor of Lender above referred to.
NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR
REAL PROPERTY SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN
IMPROVEMENT OF THE LAND.
Kellee Fritzal Date
Deputy Director of Economic Development
City of Huntington Beach
Beneficiary
(All signatures must be acknowledged)
Cole te's Child r 's Home, Inc. Date L
Owner f��geta q ore � Pets `, it
I
2
State of California
County of c')t(CAt'!!?, �
On before me,
personally appeared
ACKNOWLEDGMENT
(here insert name and the of the
e me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s is/are subscribed to the within instrument and acknowledged to
me that he (sh /they executed the same in Noe authorized capacity(ies) and that by
hi / er their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
PATRICIA J _.
P *� COMM, t�174��037 r
OR
Notary PubfiaCabtorna �,
WITN SS my ha and o . aRaNcecouti*v
Comm. Exp. June 19.
Sig
(Seal)
PATRICIA J. GARCIA
`TT COMM.01749037
ins m4 NotaryPubliC-CakfOntidmy ,a
ORANGE COtaV1Y
COMM. Ex . June 19, 2011
ORDER NO. 26510515
EXHIBIT "A"
The West half of Lot 7 in Block A of Tract No. 522, in the City of Huntington Beach, County of
Orange, State of California, as per map recorded in Book 19 Page(s) 49, of Miscellaneous
Maps, in the office of the County Recorder of said county.
EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth of
500 feet, but with no right of surface entry, as provided in deeds of record.
3
� . Tq
Council/Agency Meeting Held:;,
, , , .. „GT
Deferred/Continued to:
?(Approved 0 Conditionally Approved 0 Denied
ty Clefs gnat
Council Meeting Date: 5/15/2006
Departme I umber: ED-06-11
fry
CITY OF HUNTINGTON BEACH
REQUEST FOR REDEVELOPMENT AGENCY ACTION
SUBMITTED TO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGENCY
MEMBERS ��Q..� �
SUBMITTED BY: PENELO E�C'g-H-GRAFI`, DP XECUTIVE DIRECTOR
PREPARED BY: STANLEY SMALEWITZ, DEPUTY EXECUTIVE DIRECTOR
SUBJECT: APPROVE AN OWNER PARTICIPATION AGREEMENT WITH
COLETTE'S CHILDREN'S HOME FOR 7881 GLENCOE AVENUE
AFFORDABLE HOUSING PROJECT
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
l �C.:�z. i vv. - /
Statement of Issue: An Owner Participation- Agreement (OPA) between the
Redevelopment Agency and Colette's Children's Home is submitted for approval. This
agreement provides for a loan in an amount of $545,000 of Redevelopment Agency Housing
Set Aside funds for the acquisition and long-term affordability of a four-piex located at 7881
Glencoe Avenue.
Fundinq Source: Funds are budgeted in FY 2005/2006 Redevelopment Low -Income
Housing Set -Aside Fund 30680301.81000.
Recommended Action: Motion to:
Adopt Resolution Number �.� approving an Owner Participation Agreement and
Affordable Housing Agreement with Colette's Children's Home for $545,000 using
Housing Set Aside funds for the acquisition and long-term affordability of 7881 Glencoe
Avenue.
2. Authorize execution and recordation of the OPA, all attachments, and other necessary
related documents by the Agency Chairman, Executive Director, and Clerk when
advised by the Agency General Counsel.
3. Appropriate and authorize the wire transfer of Housing Set Aside funds in the amount of
$545,000.
Alternative Action(s): Do not approve the proposed transaction and direct staff to
renegotiate the project terms with Colette's Children's Home.
-Q r OR REDEVELOPMENT ACTION
MEETING DATE: 5/15/2006 DEPARTMENT ID NUMBER: ED-06-11
Analysis: Colette's Children's Home is a Huntington Beach non-profit organization that
provides shelter and social services to homeless women and their children. Colette's
currently owns one property in the Oakview neighborhood, providing affordable housing to
fouryery low-income families. The property was purchased in 2004 with assistance from the
Agency and the US Department of Housing and Urban Development (HUD).
With the proposed acquisition of an additional property on Glencoe Avenue, Colette's will be
able to provide affordable housing to four more very low-income families. This project has
already received a grant commitment from HUD in the amount of $814,000. The assistance
requested from the Agency for this project is very similar to the 2004 Oakview project. The
Agency is asked to contribute $545,000 in the form of a loan that would be forgiven over a
60-year term. Staff and Colette's have negotiated deal terms for this project (See
Attachment 3), which include the following key terms:
The Redevelopment Agency will provide a residual receipts loan of $545,000 in
Housing Set Aside funds, which Colette's will use to acquire a multifamily rental
housing property located at 7881 Glencoe Avenue.
2. The Agency's loan will accrue 0% interest and will be forgiven at a rate of 1.67% per
year, over 60 years.
3. All four units in the property will be subject to very low-income affordability restrictions
for 60 years.
This project is an opportunity for the Agency to make affordable, four units of existing
housing, thereby enhancing the quality of life for very -low income families. The non-profit
organization has housing experience in the City of Huntington Beach and is committed to the
City's goals of providing high -quality housing, keeping rents affordable, eliminating
overcrowding, and building livable neighborhoods.
This project was reviewed two times by the Council's Economic Development Committee and
on March 13, 2006 was recommended for approval. Staff recommends approval of the
attached Owner Participation Agreement, which was prepared by the Agency's General
Counsel's Office (See Attachment 2).
Environmental Status: The project is categorically exempt under CEQA, pursuant to
Section 15326 of the Guidelines to the California Environmental Quality Act.
Attachment(s):
DADocuments and Settings\KingT\Local Settings\Temporary Internet Files\OLK6B\RCA for Colette's 2.doc -2-
5/1/2006 12:59 PM
REQUEST
ms. - ' -- FOR REDEVELOPMENT ACTION
MEETING DATE: 5/15/2006 DEPARTMENT ID NUMBER: ED-06-11
of the City of Huntington Beach and Colette's Children's Home, A
California Nonprofit Corporation
2.
Owner Participation Agreement Includes Site Map as Exhibit B)
3.
Project Deal Terms
4.
PowerPoint Presentation
GATem1RCATinaIRCA for Coiette's 2.doc -3- 512/20061:27 PM
Resolution NO..3J�
A Resolution of the Redevelopment Agency of the City of Huntington Beach Approving
An Owner Participation Agreement By and Between the Redevelopment Agency of the
City of Huntington Beach and Colette's Children's Home, a California Nonprofit
Corporation
,.Atta �U hITIV
,�
RESOLUTION NO. -3 r; 9
A RESOLUTION OF THE REDEVELOPMENT AGENCY
OF THE CITY OF HUNTINGTON BEACH APPROVING AN
OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND
COLETTE'S CHILDREN'S HOME, A CALIFORNIA NONPROFIT CORPORATION
WHEREAS, California Health and Safety Code Section 33449 and the Redevelopment
Plan for the Huntington Beach Redevelopment Project ("Project Area") authorizes the
Redevelopment Agency of the City of Huntington Beach ("Agency") to produce housing for
persons and families of lower income; and
The Agency also has destroyed and removed certain units which housed persons of lower
income within the Project Area; and
Pursuant to Section 33413, the Agency is required to produce housing that it has
destroyed or removed from the lower income housing as part of a redevelopment project; and
In order to carry out and implement the Redevelopment Plan and the affordable housing
requirements thereof, the Agency proposed to enter into an Owner Participation Agreement
("OPA") with Colette's Children's Home, a California nonprofit corporation ("Developer"), for
the creation of transitional housing for very low income households on a site ("Site") located
within the Project Area, as described in the OPA; and
The Agency has duly considered all terms and conditions of the proposed OPA and
believes that the creation of transitional housing on the Site pursuant to the OPA is in the best
interests of the City and the health, safety and welfare of its residents, and in accord with the
public purposes and provisions of applicable State and local law requirements; and
Pursuant to Section 15326 of the Guidelines to the California Environmental Quality Act,
the project is categorically exempt under CEQA; and
The Agency has considered the report of Agency staff on the proposed project to be
carried out pursuant to the OPA,
NOW, THEREFORE, the Redevelopment Agency of the City of Huntington Beach does
hereby resolve as follows:
1. The Agency finds that the Agreement is categorically exempt under CEQA,
pursuant to Section 15326 of the Guidelines to the California Environmental Quality Act.
2. The Agency finds and determines that expenditures from the Agency's Housing
Set Aside Fund as contemplated by the Agreement will directly and specifically benefit,
improve, and preserve the community's supply of lower income housing within the meaning of
Sections 33334.2 and 33449.
05reso/colette OPA/4/25/05
3. The Agency finds and determines that the housing units to be produced by the
Agreement which are restricted to persons and families of very low.income qualify as
replacement dwelling units for those dwelling units in the Project Area which were destroyed
and removed pursuant to the Redevelopment Project.
4. The Chairman of the Agency is hereby authorized to execute the OPA on behalf
of the Agency. A copy of the OPA when executed by the Agency shall be placed on file in the
office of the Secretary of the Agency.
5. The Executive Director of the Agency (or his or her designee) is hereby
authorized, on behalf of the Agency, to sign all documents necessary and appropriate to carry out
and implement the OPA and to administer the Agency's obligations, responsibilities and duties
to be performed under the OPA and related documents.
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof held on the 15 t h day of May 1200 6 .
REVIEWED AND APPROVED:
xecutiv irectort
Chair
APPROVED AS TO FORM:
Igrency eneral Counsel
INITIATED A AP OVED:
Director of Econo velopment
05reso/colette OPA/4/25/05 2
Res. No. 359
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF HUNTINGTON BEACH )
I, JOAN FLYNN, Clerk of the Redevelopment Agency of the
City of Huntington Beach, California, DO HEREBY CERTIFY that the
foregoing resolution was duly adopted by the Redevelopment Agency of
the City of Huntington Beach at a regular meeting of said Redevelopment
Agency held on the 15th day of May, 2006 and that it was so adopted by
the following vote:
AYES:
Bohr, Green, Coerper, Sullivan, Hardy, Hansen, Cook
NOES:
None
ABSENT:
None
ABSTAIN:
None
Qf�j— rff —
Cle#jof the RedevelopmenLAgency
of the City of Huntington Beach, CA
Atta.c'h�ment�:�,
�.:
OWNER PARTICIPATION AGREEMENT
By and Between
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH,
a public body, corporate and politic
and
COLETTE'S CHILDREN'S HOME,
a California nonprofit corporation
17301 Beach Boulevard, Suite 11
Huntington Beach, CA 92647
TABLE OF CONTENT'S
Page
SECTION 1. DEFINITIONS.........................................................................................
SECTION 2. SUBJECT OF THIS AGREEMENT..................................................... 4
2.1 Purpose of the Agreement................................................................4
2.2 The Redevelopment Plan.................................................................5
2.3 Participant........................................................................................5
2.4 Prohibition Against Transfers..........................................................5
SECTION 3. FINANCING AND ACQUISITION OF THE SITE ............................ 6
3.1
Ownership of the Site..................................................................... 6
3.2
Agency Financial Assistance......................................................... 6
3.3
Form of Agency Financial Assistance; Purpose of Note and
Security.......................................................................................... 6
3.4
Escrow............................................................................................ 6
3.5
Agency's Conditions to Closing ..................................................... 8
3.6
Participant's Conditions to Closing ................................................ 9
3.7
Broker's Fees.................................................................................. 9
3.8
Reserved......................................................................................... 9
SECTION 4. DEVELOPMENT OF THE SITE.......................................................... 9
4.1 General........................................................................................... 9
4.2 Construction of the Project............................................................ 9
4.3 Insurance....................................................................................... 11
4.4 Indemnification............................................................................. 12
4.5 Hazardous Substances................................................................... 12
4.6 Security Financing; Right of Holders ........................................... 13
4.7 Release of Construction Covenants .............................................. 13
4.8 Mechanics Liens, Stop Notices, and Notices of Completion ......... 14
SECTION 5. USE OF THE SITE..................................................................................14
5.1 No Inconsistent Uses..................................................................... 14
5.2 Regulatory Agreement.......................................................... :....... 14
5.3 Relocation..................................................................................... 14
5.4 Operation of Project...................................................................... 15
5.5 Lead -Based Paint.......................................................................... 15
5.6 Barriers to the Disabled.................................................................15
5.7 Maintenance of the Site.................................................................15
5.8 Nondiscrimination..........................................................................15
5.9 Form of Nondiscrimination and Nonsegregation Clauses .............15
5.10 Effect and Duration of Covenants ................................................. 16
5.11 Capital Reserves............................................................................ 16
5.12 Reserved.........................................................................................16
5.13 Financial Statements........................................................ ......16
1
SECTION 6. DEFAULTS AND REMEDIES .............................................................
17
6.1
Participant Defaults .......................................................................
17
6.2
Agency Defaults ............................................................................
17
6.3
Notice of Default ...........................................................................
17
6.4
Agency's Remedies ........................................................................
18
6.5
Participant's Remedies .................................................................
18
6.6
Rights and Remedies are Cumulative .................................18
SECTION 7. GENERAL PROVISIONS ..................................................................... 18
7.1
Participant's Warranties ................................................................
IS
7.2
Term of this Agreement ................................................................
19
7.3
Governing Law ..............................................................................
19
7.4
Attorneys' Fees..............................................................................
19
7.5
Notices, Demands, and Communications Between the
Parties.............................................................................................
19
7.6
Acceptance of Service of Process .................................................
19
7.7
Conflicts of Interest .......................................................................
19
7.8
Titles and Captions ........................................................................
19
7.9
Gender ...........................................................................................
20
7.10
Modifications ...................................... .........................................
20
7.11
Merger of Prior Agreements and Understandings .........................20
7.12
No Third Parties Benefited ............................................................20
7.13
Assurances to Act in Good Faith ..................................................
20
7.14
Warranty Against Payment of Consideration for Agreement.......
20
7.15
Nonliability of Agency Officials and Employees ..........................20
7.16
Interpretation .................................................................................
20
7.17
Counterparts ...................................... ............................................
20
7.18
Severability ....................................................................................
21
7.19
Extension of Times of Performance ..............................................21
7.20
Inspection of Books and Records ..................................................21
7.21
Waivers ..........................................................................................
21
SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE ...........21
Attachments
Exhibit "A"
Legal Description Of Site
Exhibit "B"
Site Map
Exhibit "C"
Scope Of Development
Exhibit "D"
Schedule Of Performance
Exhibit "E"
Release Of Construction Covenants
Exhibit "F"
Promissory Note Secured by A First Deed of Trust
Exhibit "G"
First Deed Of Trust With Assignment Of Rents
Exhibit "H"
Regulatory Agreement And Declaration Of Covenants And Restrictions
Exhibit "I"
Summary Of Sources And Uses
ii
OWNED PARTICIPATION AGREEMENT
COLETTE'S CHILDREN'S HOME
THIS OWNER PARTICIPATION AGREEMENT ("Agreement) is entered into by and
between REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public
body, corporate and politic ("Agency"), and COLETTE'S CHILDREN'S HOME, a California
nonprofit corporation ("Participant").
RECITALS
A. Agency is a public body, corporate and politic, exercising governmental functions
and powers and organized and existing under the Community Redevelopment Law of the State
of California (California Health and Safety Code Section 33000, et seq).
B. Participant has opened an escrow to acquire the "Site" (as such term is defined
herein) from CPOC / William O'Connell ("Seller") and intends to develop the "Project") (as
such term is defined herein) on the Site in accordance with the terms of this Agreement.
C. Agency desires to meet its affordable housing goals pursuant to the California
Community Redevelopment Law by assisting Participant in the acquisition and rehabilitation of
an existing apartment complex on the Site. After Site rehabilitation, Participant shall operate the
Project as transitional housing, primarily for very low income homeless women with children,
with units rented to tenants whose household incomes do not exceed Very Low Income as
defined by California Law. Participant shall provide transitional housing on the Site for a
minimum of sixty (60) years after rehabilitation of the Site is complete.
D. The total cost of acquisition of the Site is One Million One Hundred Thousand
Dollars ($1,100,000.00), plus closing and appraisal costs. The Agency will loan Participant Five
Hundred Forty -Five Thousand Dollars ($545,000) for the acquisition of the Site. The Participant
will finance the remainder of the acquisition and rehabilitation costs.
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the above recitals, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
SECTION 1. DEFINITIONS
The following terms, as used in this Agreement, shall have the meanings given unless
expressly provided to the contrary:
"Affordable Rent" shall mean annual rentals whose amount does not exceed the
"affordable housing cost" for Very Low Income Households, as specified as California Health &
Agree/OPA/colette#2 agree I
Safety Code §50052.5 and the implementing regulations specified at Section 6910 et seq. Title
25 of the California Code of Regulations.
"Agency" shall mean the Redevelopment Agency of the City of Huntington Beach,
public body, corporate and politic, having its offices at 2000 Main Street, Huntington Beach, CA
92648, and any assignee of, or successor to, the rights, powers, and responsibilities of Agency.
"Agency Loan" shall mean the Agency's self-liquidating loan to Participant in the
amount of Five Hundred Forty -Five Thousand Dollars ($545,000) as evidenced by the Note and
secured by the Agency Deed of Trust.
"Agreement" or any reference to this "Agreement" shall mean this Owner Participation
Agreement executed by and between Agency and Participant, including all exhibits attached
hereto, which exhibits are incorporated herein by this reference and all other documents
incorporated herein by reference.
"Approved Project Plans and Permits" shall mean all of the plans, permits, and approvals
required for the Project, as approved by the Agency and/or the City including, but not limited to,
preliminary and final drawings (final drawings shall be in sufficient detail to obtain a building
permit), Site plans, building plans and elevations, grading plans, landscaping plans, parking
plans, material pallets, a description of structural, mechanical, and electrical systems, and all
other plans, drawings and specifications that City and Agency customarily require for such a
Project, and including all required approvals and findings pursuant to California Environmental
Quality Act of 1970, as amended, and regulations promulgated thereunder ("CEQA"), and, if
applicable, the National Environmental Policy Act of 1969, as amended, and regulations
promulgated thereunder.
"City" shall mean the City of Huntington Beach, a municipal corporation, having its
offices at 2000 Main Street, Huntington Beach, CA 92648.
"Days" shall mean calendar days and the statement of any time period herein shall be
calendar days and not working days, unless otherwise specified.
"Effective Date" shall mean the date the Agency approves this Agreement, which date
shall be inserted into the preamble of this Agreement.
"Eligible Tenant" shall mean any person entitled to rent a Unit as set forth in the
Regulatory Agreement.
"Escrow" shall mean that certain escrow with Beach Pacific Escrow, which has been
established to convey the Site from Seller to Participant, and into which Agency shall deposit the
Agency Loan funds in accordance with the terms of this Agreement.
"Executive Director" shall mean the individual duly appointed to the position of Executive
Director of the Agency, or authorized designee. Whenever an administrative action is required by
Agency to implement the terms of this Agreement, the Agency Executive Director, or an authorized
Agree/OPA/colette#2 agree 2
designee, shall have authority to act on behalf of Agency, except with respect to matters reserved
under California law wholly for Agency Board determination.
"First Deed of Trust" shall mean the deed of trust recorded in first position at close of
escrow as security for the loan obtained by Participant from the Agency in an amount not to exceed
Five Hundred Forty -Five Thousand Dollars ($545,000), a copy of which is attached as Exhibit G.
"Force Majeure" shall mean any war; insurrection; strike; lock -out; labor dispute; riot; flood;
earthquake; fire; casualty; Act of God; act of the public enemy; epidemic; quarantine; restriction;
freight embargo; unavoidable lack of transportation; governmental restriction; unusually severe
weather; inability to secure necessary labor, materials. or tools; delay of any contractor,
subcontractor or supplier; economic or market conditions; lack of tenant commitments or tenant
changes; inability to secure satisfactory financing; act of the other party including act or failure to
act of City or any other public or governmental agency or entity (except that any act or failure to act
of City or Agency shall not excuse performance by Agency); or any other cause beyond the control
or without the fault of the party claiming an extension of time to perform.
"Grant Deed" shall mean that certain Grant Deed that conveys the Site from Seller to
Participant.
"Hazardous Materials" means any hazardous or toxic substances, materials, wastes,
pollutants, or contaminants which are defined, regulated, or listed as "Hazardous substances,"
"hazardous wastes," "hazardous materials," "pollutants," "contaminants," or "toxic substances,"
under federal or state environmental and health and safety laws and regulations, including without
limitation petroleum and petroleum byproducts, flammable explosives, urea formaldehyde
insulation, radioactive materials, asbestos, and lead. Hazardous Materials do not include substances
that are used or consumed in the normal course of developing, operating, or occupying a housing
project, to the extent and degree that such substances are stored, used, and disposed of in the manner
and in amounts that are consistent with normal practice and legal standards.
"Lease" means the lease entered into between Participant and a tenant of a unit in the
Project.
"Median Income" means the median income for the Orange County Primary Metropolitan
Statistical Area (PMSA), with adjustments for household size, as determined from time to time by
the U.S. Department of Housing and Urban Development (HUD) pursuant to the United States
Housing Act of 1937 as amended, or such other method of median income calculation applicable to
the City that HUD may hereafter adopt in connection with said Act, or as established by the State of
California pursuant to Health & Safety Code Section 50093 or a successor statute.
"Note" shall mean that certain Promissory Note Secured by Deed of Trust attached hereto as
Exhibit "F".
"Participant" shall mean COLETTE'S CHILDREN'S HOME, a California nonprofit
corporation, whose address is in Section 7.5.
Agree/OPA/colette#2 agree/4/25/05
"Project" shall mean generally the acquisition and rehabilitation of the existing four unit
apartment complex on the Site and the subsequent operation of the Site as transitional housing, with
the Units leased at affordable rents to Very Low Income Households, pursuant to the procedures set
forth herein and more particularly described in the Regulatory Agreement and the Scope of
Development.
"Project Budget/Pro Forma" shall mean the sources and uses of funds for acquisition of the
Site and the development of the Project as set forth in Exhibit "I".
"Regulatory Agreement" shall mean that certain Regulatory Agreement and Declaration of
Covenants and Restrictions attached hereto as Exhibit "H".
"Release of Construction Covenants" shall mean that release attached hereto as Exhibit "E"
issued by Agency to Participant pursuant to the provisions of Section 4.7 below.
"Schedule of Performance" shall mean that certain schedule attached hereto as Exhibit "D"
setting forth the times upon which performance by the parties under this Agreement is due.
"Scope of Development" shall mean that certain exhibit attached hereto as Exhibit "C".
"Site" shall mean that certain real property located in the City of Huntington Beach, County
of Orange, State of California commonly known as 7881 Glencoe Avenue, Huntington Beach,
California, and legally described in Exhibit "A" and depicted on the Site Map.
"Site Map" shall mean the map attached hereto as Exhibit 'B" depicting the location of the
Site.
"Units" shall mean the four (4) dwelling units comprising the Project and subject to rent
restrictions as set forth in the Regulatory Agreement.
"Very Low Income Households" shall mean a family or individual whose annual income
does not exceed fifty percent (50%) of the median income for the Orange County Metropolitan
Statistical Area as adjusted for appropriate family size, determined by HUD or by the State of
California pursuant to Health & Safety Code Section 50093 or a successor statute.
SECTION 2. SUBJECT OF THIS AGREEMENT.
2.1 Purpose of the Agreement
(a) The purpose of this Agreement is to implement the Community
Redevelopment Law by providing a loan (the "Agency Loan") in an amount not to exceed Five
Hundred Forty -Five Thousand Dollars ($545,000) of Agency's Housing Set Aside Funds, to assist
Participant to acquire and rehabilitate the Site.
(b) This Agreement is intended to facilitate Participant's acquisition of the
Site and rehabilitation of the existing apartment complex into transitional housing to be leased to
Agree/OPA/colette#2 agree/4/25/05 4
Very Low Income households. The Project pursuant to this Agreement and the fulfillment
generally of this Agreement are in the best interests of the City and the welfare of its residents, and
are in accordance with the public purposes and provisions of applicable federal, state, and local laws
and requirements under which the Project has been undertaken and is being assisted.
(c) The Project will be used and operated as a homeless transitional shelter
with occupancy by Eligible Very Low Income Tenants at an Affordable Rent, for at least sixty (60)
years.
2.2 The Redevelopment Plan. This Agreement is made in accordance with the
Huntington Beach Redevelopment Project (the "Merged Redevelopment Project") which was
approved by adoption of Ordinance No. 3343 on December 16, 1996, and which merged together
four different, previously approved project areas. The Site is located outside of the Merged
Redevelopment Project. Agency intends this Agreement to meet its obligations pursuant to Health
and Safety Code Sections 33413, 33334.2 and 33413(b)(2)(A)(ii).
2.3 Participant. Participant is COLETTE'S CHILDREN'S HOME, a California
nonprofit corporation, whose address is in Section 7.5.
2.4 Prohibition Against Transfers.
(a) The qualifications and identity of the Participant are of particular concern
to the Agency. It is because of those qualifications and identity that the Agency has entered into this
Agreement with the Participant. No voluntary or involuntary successor in interest of the Participant
shall acquire any rights or powers under this Agreement except as expressly set forth herein
(b) The Participant shall not assign all or any part of this Agreement without
the prior written approval of the Agency.
(c) For the reasons cited above, the Participant represents and agrees for itself
and any successor in interest that without the prior written approval of the Agency, there shall be no
significant change in the ownership of the Participant or in the relative proportions thereof, or with
respect to the identity of the parties in control of the Participant or the degree thereof, by any
method or means.
(d) The Participant shall promptly notify the Agency of any and all changes
whatsoever in the identity of the parties in control of the Participant or the degree thereof, of which
it or any of its officers have been notified or otherwise have knowledge or information. This
Agreement may be terminated by the Agency and the Agency may exercise its remedies pursuant to
the Agency Note and Agency Deed of Trust, if there is any significant change (voluntary or
involuntary) in membership, management or control of the Participant (other than such changes
occasioned by the death or incapacity of any individual).
(e) Participant shall not, except as permitted by this Agreement, assign or
attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer,
conveyance or assignment of the whole or any part of the Site (referred to hereinafter as a
Agree/OPA/colette#2 agree/4/25/05 5
"Transfer"), without prior written approval of the Agency, except as expressly permitted by this
Agreement. Consent to a Transfer shall not result in acceleration of the Agency Note. Consent to
one such Transfer shall not be deemed to be a waiver of the right to require consent to future or
successive Transfers. Any such proposed transferee shall have the qualifications and financial
responsibility necessary and adequate as may be reasonably determined by the Agency, to fulfill the
obligations undertaken in this Agreement by the Participant. Any such proposed transferee, by
instrument in writing satisfactory to the Agency and in form recordable among the land records, for
itself and its successors and assigns, and for the benefit of the Agency shall expressly assume all of
the obligations of the Participant under this Agreement and agree to be subject to all conditions and
restrictions applicable to the Participant in this Agreement. There shall be submitted to the Agency
for review all instruments and other legal documents proposed to effect any such Transfer; and if
approved by the Agency its approval shall be indicated to the Participant in writing.
(f) In the absence of specific written agreement by the Agency, no
unauthorized Transfer, or approval thereof by the Agency, shall be deemed to relieve the Participant
or any other party from any obligations under this Agreement.
(g) The provisions of this Section 2.4 shall be of no force or effect as of the
expiration or earlier termination of the Regulatory Agreement.
SECTION 3. FINANCING AND ACQUISITION OF THE SITE.
3.1 Ownership of the Site. As of the Effective Date of this Agreement, Participant is
in escrow to acquire the Site and as such Participant qualifies as an "owner -participant" within the
meaning of the Community Redevelopment Law (Health & Safety Code §33000 et seq.)
3.2 Agency Financial Assistance. The Agency, in accordance with the terms of this
Agreement, shall provide to Participant the Agency Loan. Upon satisfaction of all conditions
precedent (or waiver by Agency) to Agency's obligation to disburse the Agency Loan under this
Agreement, Agency shall deposit Five Hundred Forty -Five Thousand Dollars ($545,000) of the
Agency Loan funds into Escrow for Site acquisition.
3.3 Form of Agency Financial Assistance; Purpose of Note and Security. The parties
hereto expressly acknowledge that the Agency Loan funds to be provided to Participant under this
Agreement is intended to be a self-liquidating loan, assuming Participant's performance of its
obligations hereunder. In the event Participant is in material default of any of its obligations
hereunder, including its obligations under the Regulatory Agreement, Agency may exercise any
legal or equitable remedy authorized by law.
3.4 Escrow. This Agreement, once deposited in Escrow, shall constitute joint escrow
instructions of Agency and Participant. The Escrow Agent is hereby empowered to act under the
Agreement and upon indicating its acceptance in writing to Agency and Participant within five (5)
days after receipt of this Agreement; provided, however, that any undertaking by the Escrow Agent
of any of the acts or services set forth in this Agreement shall constitute acceptance of the obligation
to perform as Escrow Agent under this Agreement. Any amendment to the Escrow instructions
contained herein shall be in writing and signed by both Agency and Participant.
AgreefOPAlcolette42 agree/4125105 6
(a) Closing Date. On or before the date established in the Schedule of
Performance, the parties shall satisfy the conditions described in Sections 3.5 and 3.6 and complete
the Close of Escrow. If, for any reason, the Close of Escrow has not occurred by the date provided
therefor in the Schedule of Performance, either party may terminate this Agreement, by providing
notice of termination to the other party.
(b) Delivery of Documents and Funds by Participant. On or before twelve
noon on the last business day prior to the scheduled Closing Date, Participant shall deposit or cause
to be deposited with the Escrow Agent the following:
(i) the Grant Deed executed and acknowledged by the Seller;
(ii) the Note, executed by Participant;
(iii) the First Deed of Trust, including the Rider thereto,
executed and acknowledged by Participant;
(iv) the Regulatory Agreement, executed and acknowledged
by Participant; and
(v) All funds, documents, and deposits Participant is required
to deposit with Escrow Agent in order to close the Escrow
conveying the Site to Participant.
(c) Delivery of Documents and Funds by A eg ncy. On or before twelve noon
on the last business day prior to the scheduled Closing Date, Agency shall deposit or cause to be
deposited with the Escrow Agent the following:
(i) the First Deed of Trust including the Rider thereto,
executed and acknowledged by Agency;
(ii) the Regulatory Agreement, executed and acknowledged
by Participant; and
(iii) the Agency Loan funds.
(d) Recordation. Escrow Agent is directed, on the Closing Date, to record
against the Site the following documents in the following order of priority: (i) the Grant Deed; (ii)
the First Deed of Trust; and (iii) the Regulatory Agreement.
(e) Escrow Agent Duties. The Escrow Agent shall (i) record the documents
as provided in subparagraph (d); and (ii) at Closing, deliver the original Note to Agency and a
conformed copy of same to Participant, and upon recordation deliver to Agency the original of the
First Deed of Trust and the Regulatory Agreement and a conformed copy of same to Participant.
Agree/OPA/colette#2 agree/4/25/05 7
(f) Interest Bearing Accounts. Escrow Agent shall hold all funds received in
an interest bearing account with the interest accrued paid at Closing to the party depositing such
funds.
(g) Title Insurance. Escrow Agent shall deliver at Closing a CLTA standard
form owner's policy of title insurance in an amount not to exceed Five Hundred Forty -Five
Thousand Dollars ($545,000), issued by a title insurer acceptable to Agency, insuring in favor of
Agency the priority of the First Deed of Trust and Regulatory Agreement. The cost of said policy
shall be shared equally between the parties.
3.5 Agency's Conditions to Closing. Agency's obligations to deposit the Agency
Loan funds in Escrow for disbursement to Participant at Closing shall be conditioned and contingent
upon satisfaction, or Agency's waiver of each of the following conditions precedent (collectively,
the "Agency's Conditions to Closing"):
(a) Participant has deposited in escrow all of the funds and instruments
required of it by this Agreement in order to close the Escrow;
(b) Escrow Agent, at Closing, holds and will deliver to Agency the Note,
First Deed of Trust, Regulatory Agreement, and Title Insurance Policy.
(c) Participant shall deliver evidence acceptable to the Agency Executive
Director that Participant has obtained the insurance policies as required by Section 24.3 of this
Agreement.
(d) Participant shall deliver to the Agency a good standing certificate issued
by the California Secretary of State's office indicating that Participant exists in good standing at the
time of the proposed Close of Escrow.
(e) The Agency shall determine that Participant is in full compliance with the
terms and conditions of this Agreement and all documents and instruments referred to herein or
executed by Participant in furtherance of this Agreement.
In the event any of the Agency's Conditions to Closing are not satisfied (or
waived by Agency), Agency may cancel the Escrow and terminate this Agreement by delivering
thirty (30) days prior written. notice to Participant and the Escrow Agent. Participant may nullify
Agency's notice to terminate if, within such thirty (30) day period Participant (at no cost to Agency)
cures any unsatisfied Agency's Conditions to Closing and notifies the Escrow Agent of such cure.
In the event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds
deposited by Agency shall be returned to it with any accrued interest earned on such funds; (ii)
Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and
(iii) this Agreement shall be terminated and the parties hereto shall have no further rights or
obligations hereunder.
Agree/OPA/colette#2 agree/4/25/05 8
3.6 Participant's Conditions to Closing. Participant's obligations to close Escrow
shall be conditioned and contingent upon satisfaction, or Participant's waiver of each of the
following conditions precedent (collectively, the "Participant's Conditions to Closing"):
(a) The Seller has signed and acknowledged the Grant Deed and has
deposited same in Escrow;
(b) Agency has deposited in escrow all of the funds and instruments required
of it by this Agreement in order to close the Escrow, including but not limited to the Agency Loan
funds, the First Deed of Trust, and Regulatory Agreement;
(c) All conditions to Closing set forth in the agreements and any amendments
thereto between Participant and the Seller for conveyance of the Site.
In the event any of the Participant's Conditions to Closing are not satisfied (or
waived by Participant), and provided Participant has fully performed its obligations hereunder,
Participant may cancel the Escrow and terminate this Agreement by delivering thirty (30) days prior
written notice to Agency and the Escrow Agent. Agency may nullify Participant's notice to
terminate if, within such thirty (30) day period Agency (at no cost to Participant) cures any
unsatisfied Participant's Conditions to Closing and notifies the Escrow Agent of such cure. In the
event of termination pursuant to this Section, (i) the Escrow shall be cancelled and any funds
deposited by Participant shall be returned to it with any accrued interest earned on such funds; (ii)
Participant shall be responsible for any escrow cancellation fees imposed by the Escrow Agent; and
(iii) this Agreement shall be terminated and the parties hereto shall have no further rights or
obligations hereunder.
3.7 Broker's Fees. Participant and Agency shall each indemnify, defend, and hold
harmless the other from any claims or damages for payment of any real estate commissions or
broker's fees or finder's fees arising out of the acts or representations of the other with respect to any
of the transactions contemplated by this Agreement.
3.8 Reserved.
SECTION 4. DEVELOPMENT OF THE SITE.
4.1 General The Project shall consist of rehabilitation of an existing four (4) unit
apartment complex on the Site and the use of the Site as transitional housing for Very Low Income
Persons or Households in accordance with this Agreement and the Regulatory Agreement.
4.2 Construction of the Project.
(a) Development in Accordance with Approval Project Plans and Permits.
Participant shall undertake the Project and rehabilitate the Site in accordance with this Agreement,
the Scope of Development, and the Approved Project Plans and Permits and any changes thereto as
may be subsequently approved in writing by both Participant and Agency and, if necessary, City.
As completed, the Project (a) shall comply with all applicable laws and ordinances of all
Agree/OPA/colette#2 agree/4/25/05 9
governmental authorities, including, without limitation, all Federal Housing Quality Standards as set
forth at Section 982.401 of Title 24 of the Code of Federal Regulations. All Units must be
rehabilitated no later than eighteen (18) months from the close of escrow.
(b) Agency Approvals. Participant will furnish to the Agency a list of
proposed repairs and improvements to the Site for purposes prior to submittal of plans to the City.
The Agency will have the right to review and approve the list prior to the start of any rehabilitation
work. Participant shall provide to Agency an executed construction contract with a contract price
that is consistent with the Project Budget. Upon request, the construction contract, together with all
other contracts for services necessary to construct the Project shall be submitted to the Agency for
approval. The Agency shall approve the contracts if they are consistent with the Project Budget.
Participant will furnish copies of all building permits for all items required to be permitted under the
Huntington Beach Municipal Code, with proof of inspection by the Huntington Beach Building
Department, where applicable.
(c) Approval of Project Plans. On or before the date set forth in the Schedule
of Performance, Participant shall submit to City, and shall use reasonable efforts to obtain approval
of, the Approved Project Plans and Permits, including City approval of, preliminary, and thereafter
final drawings and specifications for development of the Site in accordance with the Scope of
Development, and all in accordance with the City's requirements. The term preliminary and final
drawings shall be deemed to include Site plans, building plans and elevations, grading plans, if
applicable, landscaping plans, parking plans, material pallets, a description of structural,
mechanical, and electrical systems, and all other plans, drawings and specifications as City and
Agency customarily require for such a Project. Final drawings will be in sufficient detail to obtain a
building permit. Said plans, drawings and specifications shall be consistent with the Scope of
Development and the various development approvals referenced hereinabove, except as such items
may be amended by City (if applicable) and by mutual consent of Agency and Participant.
Participant shall not be in default of this Agreement due to any delay of Agency or City processing
any plans or permit applications submitted by Participant.
(d) Other Governmental Permits. Participant shall, at its own expense and
before commencement of construction or rehabilitation of any buildings, structures, or other work of
improvement upon the Site, secure or cause to be secured any and all permits and approvals which
may be required by any governmental agency affected by such construction, development, or work
to be performed by Participant pursuant to the Scope of Development, including but not limited to,
necessary building permits and all approvals required under the California Environmental Quality
Act ("CEQA"). In constructing and developing the Project, Participant shall comply with all
applicable development standards in City's Municipal Code and shall comply with all building code,
landscaping, signage, and parking requirements (except as may be permitted through approved
variances and modifications).
(e) Approval by Agency. The Agency shall approve or disapprove any
submittal made by the Participant pursuant to this Agreement within ten (10) days after such
submittal. Any disapproval shall state in writing the reason for the disapproval and the changes
which the Agency requests to be made. After Participant resubmits the corrected submittal, Agency
shall have an additional seven (7) days for the review of the resubmittal but if the Agency
Agree/OPA/colette42 agree/4/25/05 10
disapproves the resubmittal, then the cycle shall repeat, until the Agency's approval has been
obtained.
(f) Agency Assistance. So long as Participant is not in material default of
any term or provision of this Agreement, Agency agrees to provide reasonable assistance to
Participant, at no cost to Agency, in the processing of Participant's submittals required under this
Agreement in order that Participant may obtain a final City action on such matters on or before the
date set forth in the Schedule of Performance; provided that Agency does not warrant or represent
that such approval shall be obtained.
(g) Cost of Rehabilitation. Participant shall bear all costs for the Project,
including, but not limited to any and all costs for preparing or obtaining the Approved Plans and
Permits, environmental remediation, interim and permanent financing, broker's and leasing
commissions, and fees or charges for development and building, except as specifically provided
herein.
(h) Project Budget. Participant shall develop the Project in accordance with
the Project Budget/Pro Forma attached hereto as Exhibit "I".
(i) Project Schedule. Participant shall commence and complete the
construction of the Project within the times set forth in the Schedule of Performance.
4.3 Insurance. Participant shall procure, prior to the close of Escrow, and maintain,
at its sole cost and expense, until the date that Agency issues or is required to issue the Release of
Construction Covenants, the following policies of insurance:
(a) Worker's Compensation Insurance. Pursuant to California Labor Code
Section 1861, Participant acknowledges awareness of Section 3700 et seq. of said code which
requires every employer to be insured against liability for workers' compensation. Participant
covenants that it will comply with such laws and provisions prior to commencing any work of
construction or rehabilitation on the Site. Participant shall maintain such Workers' Compensation
Insurance in an amount not less than One Hundred Thousand Dollars ($100,000) bodily injury, each
occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee,
and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all
times incident thereto, in forms and underwritten by insurance companies admitted in California, or
if not admitted in California then reasonably acceptable to Agency. Participant shall require all
subcontractors to provide such Workers' Compensation Insurance for all of the subcontractor's
employees. Participant shall furnish Agency with a certificate of waiver of subrogation under the
terms of the Workers' Compensation Insurance and Participant shall similarly require all
subcontractors to waive subrogation.
(b) General Liability Insurance. Participant shall carry general commercial
liability insurance, including coverage for bodily injury, property damage, products/completed
operations and blanket contractual liability, in an amount not less than One Million Dollars
($1,000,000), combined single limit. Such insurance shall also include automotive bodily injury
and property damage liability insurance. All such insurance shall be provided by insurance
Agree/OPA/cofette#2 agree/4/25/05 I 1
companies admitted in California, or if not admitted in California then reasonably acceptable to
Agency. Such insurance shall name the City and Agency and their officers, agents, and employees
acting in their official capacity, as additional insureds pursuant to a pre-1990 CG 20 10 11 85
endorsement form. In the event of aggregate coverage -such limit shall be no less than One Million
Dollars ($1,000,000.00). Participant shall require its insurer to waive its subrogation rights against
Agency and shall provide certificates of insurance evidencing the same.
(c) Certificates of Insurance, Additional Insured Endorsements. Prior to
performance of any work upon the Site, Participant shall furnish to Agency certificates of insurance
and additional insured endorsements evidencing the foregoing insurance coverages as required by
this Agreement. Such certificates and endorsements shall be subject to the reasonable approval of
the City Attorney and shall provide the name and policy number of each carrier and policy and shall
state that the policy is currently in force and shall promise to provide that such policies will not be
cancelled without thirty (30) days prior written notice to Agency.
4.4 Indemnification. During any period of construction of any of the Project
pursuant to this Agreement and until such time Agency issues or is required to issue the Release of
Construction Covenants, Participant agrees to and shall protect, defend, indemnify and hold the
Agency and City harmless from and against all liability, loss, damage, cost or expenses (including
reasonable attorneys' fees and court costs) arising from or as a result of (i) Participant's failure to
perform any obligations as and when required by this Agreement or any document referred to
herein, and (ii) the death of any person or any accident, injury, loss, or damage whatsoever caused
to any person or to the property of any person which shall occur on the Site and which shall be
directly or indirectly caused by the acts of, or any errors or omissions of, the Participant or its
officers, shareholders, directors, members, agents, servants, employees, contractors, or invitees.
Participant shall not be responsible for, and the Agency shall defend, hold harmless and indemnify
Participant against the active concurrent negligence, sole negligence or sole willful misconduct of
the Agency or the City or their respective officers, officials, employees, agents, representatives,
servants, or contractors.
4.5 Hazardous Substances. Participant, from and aver the Close of Escrow, and until
a transfer, sale, or assignment of the Site upon which the following covenant shall then be the
obligation of the transferee, purchaser, or assignee, shall indemnify, defend, and hold harmless
Agency and its officers, employees, agents and representatives (collectively, the "Indemnified
Parties") from and against any and all liabilities (including penalties, fines, and monetary sanctions)
arising from a violation of state or federal law pertaining to (i) the storage of hazardous materials on
the Site or (ii) contamination of the Site by a release of hazardous materials. Participant, prior to the
Closing Date, shall provide to Agency a copy of any notices, orders, or reports concerning the
presence of any hazardous materials on or affecting the Site that is in Participant's possession. For
the purposes of the foregoing, the term "hazardous materials" shall mean any hazardous or toxic
substance, material or waste which, as of the date of Close of Escrow, is regulated by the State of
California, or the United States Government, and including asbestos and any material containing
asbestos.
Agree/OPA/colette42 agree/4/25/05 12
4.6 Security Financing; _Right of Holders.
(a) Permitted Encumbrances. Prior to the date Agency issues or is required
to issue the Release of Construction Covenants and subject to the prior approval of the Agency's
Executive Director, which approval shall not be unreasonably withheld, Participant may enter into
mortgages, deeds of trust, conveyances, and leases -back or any other form of conveyance in which
the Site is used as security for the purpose of securing loans of funds to be used for the rehabilitation
of the Site, provided such conveyance is subordinate to the First Deed of Trust.
(b) Holder Not Obligated to Construct Improvements. The holder of any
mortgage or deed of trust or other security interest authorized by this Agreement shall in no way be
obligated by the provisions of this Agreement to construct or complete the improvements or to
guarantee such construction or completion; nor shall any covenant or any provision in the
Regulatory Agreement be construed to so obligate such holder.
(c) Notice of Default to Mortgage, Deed of Trust or Other Security Interest
Holders; Right to Cure. Whenever Agency shall deliver any notice or demand to Participant with
respect to any breach or default by Participant in completion of construction of the improvements,
Agency shall at the same time deliver a copy of such notice or demand to each approved holder of
record of any mortgage, deed of trust, or other security interest which has previously requested such
notice in writing. Each such holder shall (insofar as the rights of Agency are concerned) have the
right, at its option within ninety (90) days after the receipt of the notice, to commence and thereafter
to diligently proceed to cure or remedy such default and add the cost thereof to the security interest
debt and the lien on its security interest. Any holder completing the improvements in accordance
with this Agreement shall be entitled to a Release of Construction Covenants upon written request
made to Agency.
4.7 Release of Construction Covenants. Upon satisfactory completion of the Project,
Agency shall issue to Participant a Release of Construction Covenants. The Release of
Construction Covenants shall be, and shall so state, a conclusive determination of satisfactory
completion of the Project required by this Agreement, and of full compliance with the terms of this
Agreement relating to commencement and completion of the Project. The Release of Construction
Covenants is not a notice of completion as referred to in California Civil Code Section 3093.
If Agency refuses or fails to furnish a Release of Construction Covenants upon completion
of the Project, Agency, after written request from Participant, shall, within fifteen (15) days of
Participant's written request, provide Participant a written statement of the reasons Agency refused
or failed to furnish a Release of Construction Covenants. The statement shall also contain a detailed
description of the specific actions Participant must take to obtain a Release of Construction
Covenants. If the Agency shall have failed to provide such written statement within fifteen (15)
days. Participant shall be deemed entitled to the Release of Construction Covenants. If Agency
refuses or fails to furnish the Release of Construction Covenants for the reason that specific items or
materials are not available or landscaping is not complete, Agency shall issue the Release of
Construction Covenants upon the posting by Participant with Agency of a cash deposit, bond or
irrevocable letter of credit (in a form acceptable to Agency) in an amount representing the fair value
of the work not yet completed.
Agree/oPA/cotette#2 agree/4/25/05 13
4.8 Mechanics Liens. Stop Notices, and Notices of Completion
(a) If any claim of lien is filed against the Site or the Project, or a stop notice
is served on any lender or other third party in connection with the Project, then the Participant shall,
within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop
notice, effect the release of such lien or stop notice by delivering to the party entitled thereto a
surety bond in sufficient form and amount, or provide other assurances satisfactory to the Agency
that the claim of lien or stop notice will be paid or discharged.
(b) If the Participant fails to discharge any lien, encumbrance, charge, or
claim in the manner required in subsection (a) of this Section 4.8, then in addition to any other right
or remedy, the Agency may (but shall be under no obligation to) require the Participant to
immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any
costs, pending resolution thereof The Agency may use such deposit to satisfy any claim or lien that
is adversely determined against the Participant.
(c) The Participant shall file a valid notice of cessation or notice of
completion upon cessation of construction on the Project for a continuous period of thirty (30) days
or more, and take all other reasonable steps to forestall the assertion of claims or liens against the
Project. The Agency may (but has no obligation to) record any notices of completion or cessation
of labor, or any other notice that the Agency deems necessary or desirable to protect its interest in
the Project.
SECTION 5. USE OF THE SITE.
5.1 No Inconsistent Uses. Participant covenants and agrees, for itself, its successors,
its assigns, and every successor in interest to the Site, or any part thereof, that for the period
beginning on the Close of Escrow and ending on the expiration date of the Regulatory Agreement,
Participant and such successors shall not devote the Site to uses inconsistent with the applicable
zoning restrictions, this Agreement, and the Regulatory Agreement; provided that, in the event of
any inconsistency, the provisions of the provisions of the Regulatory Agreement shall prevail over
this Agreement.
5.2 Regulatory Agreement. At the Close of Escrow the Regulatory Agreement shall
be recorded against the Site in the priority set forth in the Section 3.4(d).
5.3 Relocation.
(a) Relocation Plan. Participant, prior to any off -Site relocation of existing
tenants, shall submit a relocation plan to Agency for review and approval ('Relocation Plan"). The
Relocation Plan shall include the name, gender, age, ethnicity, household income, and amount of
relocation payment to be paid; provided, however, that Participant shall not be obligated to provide
any of the foregoing referenced personal information about relocatees if such relocatees refuse to
provide such information or the gathering or provision of such information is contrary to applicable
law. Participant shall be obligated to meet the notice requirements of applicable relocation law and
Agree/OPAlcolette#2 agree/4/25/05 14
shall provide the Agency with true and correct copies of such notices. Participant shall also retain
all required records and copies of notices in its files as mandated by applicable law.
(b) Relocation Cost. Participant shall be obligated for the payment of all
relocation benefits and costs identified in the Relocation Plan, as well as relocation benefits and
costs that arise from the acquisition or rehabilitation of the Site beyond those obligations identified
in the Relocation Plan. Participant shall indemnify, defend, and hold harmless the Agency from and
against any claims for relocation and the payment of relocation benefits that are the respective
obligations of Agency and Participant.
5.4 Operation of Project. Participant shall lease, operate and manage the Project in
full conformance with the terms of this Agreement and the Regulatory Agreement. The_ rents for
the four (4) Units shall not exceed the "affordable housing cost" for Very Low Income Households,
as specified at California Health & Safety Code Section 50052.5 and the implementing regulations
specified at Section 6910 et seq of Title 25 of the California Code of Regulations, whichever is less.
5.5 Lead -Based Paint. Participant shall ensure that it and its contractors and
subcontractors shall not use lead -based paint in the construction or maintenance of the Property.
Participant shall insert this provision in all contracts and subcontracts for work performed on the
Project which involve the application of paint. Participant will test both properties for the presence
of lead -based paint as required by HUD regulations. Participant will furnish copies of test results to
Lender prior to commencement of rehabilitation work. Participant will remediate any asbestos or
lead -based paint hazards where the level of that substance is found to be in excess of acceptable
thresholds.
5.6 Barriers to the Disabled. Participant shall ensure that the Project shall be
developed and the Property shall be maintained to comply with all applicable federal, state, and
local requirements for access for disabled persons.
5.7 Maintenance of the Site. All Units must meet Federal Housing Quality Standards
(24 CFRS 982.401) while occupied. Further, Participant shall maintain the Site in accordance with
the terms of the Regulatory Agreement.
5.8 Nondiscrimination. There shall be no discrimination against or segregation of
any person, or group of persons, on account of race, color, creed, religion, sex, family or marital
status, national origin, sexual orientation, ethnic origin, age, or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant,
or any person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees or vendees of the Site, or any part thereof.
5.9 Form of Nondiscrimination and Nonsegregation Clauses. The Participant
shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, creed,
religion, sex, family or marital status, national origin, sexual orientation, ethnic origin, age, or
ancestry of any person. All such deeds, leases or contracts shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
Agree/oPA/colette#2 agree/4/25105 15
(a) In Deeds: "The grantee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or through him, that there
shall be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, family or marital status, national origin, sexual orientation, ethnic
origin, age, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the land herein conveyed, nor shall the grantee himself or any person claiming under or through
him, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.
(b) In Leases: "The lessee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or through him, and this lease
is made and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any person or group of
persons, on account of race, color, creed, religion, sex, family or marital status, national origin,
sexual orientation, ethnic origin, age, or ancestry in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or any person
claiming under or through him, establish or permit any such practice or practices of discrimination
or segregation with reference to the selection, location, number, use or occupancy, of tenants,
lessees, sublessees, subtenants, or vendees in the land herein leased."
(c) In Contracts: "There shall be no discrimination against or segregation of
any person, or group of persons on account of race, color, creed, religion, sex, family or marital
status, national origin, sexual orientation, ethnic origin, age, or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any
person claiming under or through him, establish or permit any such practice or practices of
discrimination or segregation with reference to the lessees, subtenants, sublessees or vendees of the
land."
5.10 Effect and Duration of Covenants. Every covenant and condition and restriction
contained in this Agreement shall remain in effect sixty (60) years, except that the covenants
against discrimination set forth in Sections 5.8 and 5.9 shall remain in effect in perpetuity.
5.11 Capital Reserves. Participant shall deposit from Project revenues at least Two
Hundred Fifty Dollars ($250.00) per unit per year into a reserve for capital repairs, beginning on the
July 1 that follows the Effective Date of this Agreement. Should Participant fail to make such a
deposit in any year, the shortfall shall be repaid as soon as economically feasible.
5.12 Reserved.
5.13 Financial Statements. Participant shall submit to Agency, on an annual basis, a
true and correct copy of Participant's audited financial statement for the Project. After receipt of
Participant's audited financial statements for the Project, Agency may, at its cost, request additional
financial analyses or obtain a third party review of Participant's financial statement for the Project to
Agree/OPA/colette#2 agree/4/25/05 16
verify the accuracy of the deposits by Participant into the Capital Reserve Account pursuant to
Section 5.11.
SECTION 6. DEFAULTS AND REMEDIES.
6.1 Participant Defaults. The occurrence of any one or more of the following events
shall constitute a "Material Default" by Participant hereunder if, after receiving written notice from
Agency as provided in Section 6.3 below identifying such event, Participant fails to cure said event
within thirty (30) days; provided that if such default is not reasonably capable of being cured within
thirty (30) days, Participant commences to cure said event within thirty (30) days and diligently and
in good faith continues to cure the event of default:
(a) Participant has failed to Close Escrow to acquire fee title to the Site
within sixty (60) days after the time set forth in the Schedule of Performance;
(b) Participant fails to observe or perform any material term of this
Agreement or any agreement incorporated hereunder by reference including, but not limited to, the
Regulatory Agreement, the Note, the Deed of Trust, or the Subordination Agreement (if applicable),
within the time set forth in this Agreement or any of the documents referred to herein; or
(c) Participant knowingly and intentionally makes or delivers to Agency any
statement, report, or certificate that is not true or correct in any material respect.
6.2 Agency Defaults. The occurrence of any one or more of the following events
shall constitute a "Material Default" by Agency hereunder if, after receiving written notice from
Participant as provided in Section 6.3 below identifying such event, Agency fails to cure said event
within thirty (30) days; provided that if such default is not reasonably capable of being
cured within sixty (60) days, Agency commences to cure said event within thirty (30) days and
diligently and in good faith continues to cure the event of default:
(a) Agency fails to observe or perform any material term of this Agreement
within the time set forth in this Agreement, including but not limited to timely deposit of the
Agency Loan funds into Escrow; or
(b) Agency knowingly and intentionally makes or delivers to Participant any
statement, report, or certificate that is not true or correct in any material respect.
6.3 Notice of Default. The non -defaulting party shall give written notice of any
default under this Section to the defaulting party, clearly specifying the default. Copies of any
notice of default given to the defaulting party shall also be given to any permitted lender requesting
such notice. Any failure or delay in giving such notice or in asserting any of either party's rights and
remedies as to any default shall not constitute a waiver of any default, nor shall it change the time of
default, nor shall it deprive either party of its rights to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
Agree/OPA/colette#2 agree/4/25/05 17
6.4 Aae_ ne's Remedies.
(a) The Agency, at its option, may terminate this Agreement prior to the
Close of Escrow in the event of any material default that the Participant fails to cure within the
respective time set forth in Section 6.1.
(b) Following the Close of Escrow, in the event of any material default that
the Participant fails to cure within the respective time set forth in Section 6.1, the Agency may
exercise any legal or equitable remedy authorized by law.
6.5 Participant's Remedies. Subject to any applicable cure periods and the general
right to notice provided for in this Agreement, upon a default or breach of this Agreement by
Agency, Participant may bring an action for specific performance of this Agreement or any term or
provision hereof, or to terminate this Agreement. Participant may not sue for monetary damages.
6.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in
this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise by any
party of one or more of its rights or remedies shall not preclude the exercise by it, at the same
or different times, of any other rights or remedies for the same default or any other default by
another party.
SECTION 7. GENERAL PROVISIONS.
7.1 Participant's Warranties. Participant represents and warrants (1) that it has
access to professional advice and support to the extent necessary to enable it to fully comply with
the terms of the Note, First Deed of Trust and the Regulatory Agreement and to otherwise carry out
this Agreement; (2) that it is duly organized, validly existing and in good standing under the laws of
the State of California; (3) that it has the full power and authority to undertake the Project and to
execute this Agreement, Note, First Deed of Trust and Regulatory Agreement; (4) that the persons
executing and delivering this Agreement, the Note, First Deed of Trust and Regulatory Agreement
are authorized to execute and deliver such documents on behalf of Participant; (5) there are no
actions or proceedings pending or, to the best of Participant's knowledge, threatened against the
Participant before any court or administrative agency in any way connected with the Site or the
Project which could adversely affect the Participant's ability to perform the activities contemplated
hereunder; (6) neither this Agreement, the Note, First Deed of Trust and Regulatory Agreement nor
anything provided to be done hereunder violates or shall violate any contract, agreement or
instrument to which the Participant is a party or which affects the Project or any part thereof; (7) the
Participant is not in default in respect of any of its obligations or liabilities pertaining to this
Agreement; nor is there any state of facts or circumstances or conditions or events which, after
notice, lapse of time, or both, would constitute or result in any such default under this Agreement;
and, (8) the Participant has not entered into any agreements which will adversely affect the title to
the Project or the Participant's right to develop and use the Project as provided in this Agreement,
the Note, First Deed of Trust and Regulatory Agreement, and the Participant will not enter into any
such agreements after the date hereof.
Agree/OPA/colette#2 agree/4/25/05 18
7.2 Term of this Agreement. This Agreement shall commence on the date set forth
above and remain in full force and effect throughout the term of the Regulatory Agreement. This
Agreement shall terminate upon the termination of the Regulatory Agreement.
7.3 Governing Law. This Agreement, the Note, First Deed of Trust and Regulatory
Agreement shall be interpreted under and be governed by the laws of the State of California.
7.4 Attorneys' Fees. In the event of litigation between the parties arising out of this
Agreement, each party shall bear its own attorneys' fees, and other costs.
7.5 Notices Demands and Communications Between the Parties. Formal notices,
demands, and communications between Agency and Participant shall be sufficiently given if: (i)
personally delivered; (ii) delivered by same day or overnight courier (acknowledged by receipt
showing date and time of delivery); or (iii) dispatched by registered or certified mail, postage
prepaid, return receipt requested, to the addresses set forth below:
If to Participant: Colette's Children's Home.
17301 Beach Boulevard, Suite I I
Huntington Beach, CA 92647
If to Agency: Redevelopment Agency of the City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648,
Attn: Executive Director
Notices personally delivered or delivered by courier shall be effective shall be effective upon receipt
or refusal to accept delivery. Mailed notices shall be effective on the earlier of (i) receipt of refusal
to accept delivery, or (ii) Noon on the second business day following deposit in the United States
mail.
7.6 Acceptance of Service of Process. In the event that Participant commences any
legal action against Agency, service of process on Agency shall be made by personal service upon
Executive Director or the Secretary of Agency, or in such other manner as may be provided by law.
In the event that any legal action is commenced by Agency against Participant,
service of process on Participant shall be made by in any manner provided by law, and shall be valid
whether made within or without the State of California.
7.7 Conflicts of Interest. No member, official, or employee of Agency shall have any
personal interest in this Agreement, nor participate in any decision relating to this Agreement, that is
in violation of any applicable law, regulation or ordinance.
7.8 Titles and Captions. Titles and captions are for convenience only and shall not be
construed to limit or extend the meaning of this Agreement.
Agree/OPA/colette#2 agree/4/25/05 19
7.9 Gender. As used in this Agreement, masculine, feminine or neuter gender and
the singular or plural number shall each be deemed to include the others wherever and whenever the
context so dictates.
7.14 Modifications. Any amendment, alteration, change, or modification of or to this
Agreement, in order to become effective, shall be made by written instrument or endorsement
thereon and in each such instance executed on behalf of each party hereto.
7.11 Merger of Prior Agreements and Understandings. This Agreement and all
documents incorporated herein contain the entire understanding among the parties hereto relating to
the transactions contemplated herein and all prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, including but not limited to that certain "Deal Point
Memorandum" approved by Participant and the Agency and/or City Council of the City of
Huntington Beach, are merged herein and shall be of no further force or effect.
7.12 No Third Parties Benefited. Other than the general and limited partners of
Participant, this Agreement shall create no third -party beneficiary rights or any other rights in favor
of any persons, firnis or corporations, except as may be expressly stated in this Agreement. This
Agreement is for the sole use and benefit of the parties hereto and is not for the use or benefit of any
other person or entity.
7.13 Assurances to Act in Good Faith. Participant and Agency each agree to execute
all documents and instruments and to take all action, including timely depositing funds as required
hereby, and shall use their respective best efforts to accomplish the redevelopment of the Site in
accordance with the provisions hereof.
7.14 Warranty Against Payment of Consideration for Agreement. Except as provided
in this Agreement, Participant warrants that it has not paid or given, and will not pay or give, any
person any money or other consideration for obtaining this Agreement that is in violation of any
law.
7.15 Nonliability of Agency Officials and Employees. No member, official, or
employee of the Agency shall be personally liable to the Participant or any successor in interest, in
the event of any default or breach by the Agency or for any amount which may become due to the
Participant or to its successor, or on any obligations under the terms of this Agreement.
7.16 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this Agreement or any other rule of construction which might otherwise
apply.
7.17 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall constitute one and the
same instrument.
Agree/OPA/cotette#2 agree/4/25/05 20
7.18 Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. If, however, any
provision of this Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
7.19 Extension of Times of Performance. Notwithstanding the foregoing, in addition
to the specific provisions of this Agreement, performance by either party hereunder shall not be
deemed to be in default during an event of Force Majeure. An extension of time for an event of
Force Majeure shall be limited to the period of such event, and shall commence to run from the time
of the commencement of the cause, provided notice by the party claiming such extension is sent to
the other party within sixty (60) days of the commencement of the cause. In the event of such
delay, the party delayed shall continue to exercise reasonable diligence to minimize the period of
delay. Times of performance under this Agreement may also be extended by mutual written
agreement by Agency and Participant. In addition, the Executive Director shall have the authority
on behalf of Agency to approve extensions of time not to exceed a cumulative total of one (1) year.
7.20 Inspection of Books and Records. The Agency or its designee has the right at all
reasonable times to inspect the books, records, and/or other documents of the Participant pertaining
to the Site and/or the Project as pertinent to the purposes of this Agreement
7.21 Waivers. The waiver by Agency or Participant of any term, covenant, or
condition herein contained shall not be a waiver of such term, covenant, or condition on any
subsequent breach.
SECTION 8. EXECUTION OF AGREEMENT; TIME FOR ACCEPTANCE
This Agreement shall be executed in three duplicate originals, each of which is deemed to
be an original. This Agreement consists of twenty-five (25) pages and eight (8) attachments which
constitute the entire understanding and agreement of the parties.
This Agreement does not take effect until executed by the Participant and Agency. This
Agreement, when executed by the Participant and delivered to the Agency, must be authorized,
executed and delivered by the Agency within thirty (30) days after the date of signature by the
Participant, or this Agreement may be terminated by the Participant on written notice to the Agency.
[end - signature page follows]
Agree/OPA/cotette#2 agree/4/25/05 21
AND
By:
print name
ITS: (circle one) Secretary/Chief Financial Officer/Asst.
Secretary - Treasurer ge, M6ftvj04r
REVIEWED AND APPROVED:
Executive Director
CITY OF HUNTINGTON BEACH, a public
body corporate and politic
Chair
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by and through
their authorized officers on MAY _ 1 5. , 2006.
"PARTICIPANT" "AGENCY"
COLETTE'S CHILDREN'S HOME, a REDEVELOPMENT AGENCY OF THE
California non rofit corporation
By:
print name
ITS: (circle one) Chairman/President/Vice President
n. I =/- - di...j -
genc erk
APPROVED AS TO FORM:
f )r
Agency General Cou sel
31416G
INITIATED AND APPROVED:
Deputy Executive Director
03'040
Agree/OPA/colette#2 agree 22
EXHIBIT "A"
The West half of Lot 7 in Block A of Tract No. 522, in the City of Huntington Beach, County of
Orange, State of California, as per map recorded in Book 19 Page(s) 49, of Miscellaneous
Maps, in the office of the County Recorder of said county.
EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth
of 500 feet, but with no right of surface entry, as provided in deeds of record.
3
EXHIBIT `B'
SITE MAP
Agree/OPA/Colette #2/exhibits A-B/4/25/05
EXHIBIT "'B" (Site Map)
FFF
Subject Property
7881 Glencoe Ave.
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am W IM!!
101DWI
77 Sur I
PS WJ
MEffi ,ear
AR
R1
Huntington Beach
STREET NAMES
/V
Map produced by information contained in the City of
CITY BOUNDARY
Huntington Beach Information Services Department
Geographic Information System, Information warranted for
City use only. Huntington Beach does not guarantee its
STREET CENTERLINES (CLASS)
completeness or accuracy.
Smartstreet
Map Produced on 5/1/2006
Major
t
Collector
Primaty
Secondary
WE
Residential
Travelway
S
All"
0 608 1216
ISOBATHS
One inch equals 608 feet
HARBOR
M
mass I
SCOPE OF DEVELOPMENT:
Participant's rehabilitation of the existing four (4) Unit apartment complex located at 7881
Glencoe Avenue in the City of Huntington Beach shall be undertaken as follows:
I . The rehabilitation shall be in substantial conformance with the Approved Plans
and Permits. In the event of any conflict between the description of the Project and rehabilitation
work described in this Agreement and in the Approved Plans and Permits, the Approved Plans
and Permits shall control. Notwithstanding the above, the rehabilitation of the Units shall result
in Units meeting, at a minimum, federal housing quality standards as existing on the Effective
Date of this Agreement; said standards are set forth at Title 24 of the Code of Federal
Regulations, Section 982.401. Participant shall provide Agency with copies of all required
permits under the City Municipal Code and proofs of City inspections.
2. Participant, prior to undertaking any work of rehabilitation on the Site (other than
repairs immediately needed for habitability or removal of waste, debris, and general clean-up)
shall submit to Agency for review a rehabilitation work list that describes the nature and order of
the rehabilitation work.
3. Participant shall be responsible for remediating any asbestos and any lead -based
paint where the levels of those substances are found to be in violation of applicable law. Copies
of all test results, tenant notifications, and remediation plans shall be provided to the Agency or
its authorized representatives or consultants.
4. Agency shall have the right to inspect the progress of the rehabilitation work,
including both interiors and exteriors of the Units, upon forty-eight (48) hours prior notice to
Participant; provided that such inspections shall not interfere with Participant's rehabilitation
work.
5. Subject to Section 4.2(a) and Exhibit D of the OPA, Participant shall complete the
rehabilitation work within eighteen (18) months after the Closing Date.
Agree/OPA/colette 92/Exhibit C EXHIBIT `C"
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
F- ITEM OF PERFORMANCE
TIME FOR PERFORMANCE
REFERENCE
I . Participant and Agency each execute all documents
Not later than twelve noon on the
§3.4(b); §3.4(c).
and deposit all documents and funds into Escrow as
business day immediately prior to the
required by this Agreement.
scheduled Closing Date.
2. Closing Date.
Not later than 60 (sixty) days from
§14(a).
Agency's approval of loan
Participant submits to Agency tenant relocation plan,
management plan and rehabilitation plans for
Agency's review and approval.
3. Participant obtains the Approved Plans and Permits
Within sixty (60) days after the
§4.2(a)-(e)
for the Project and commences the rehabilitation
Closing Date.
work on the Site.
4. Participants completes the rehabilitation of the Site_
Within eighteen (1 &) months after
§4.2(i).
commencement of the work.
Participant certifies that rehabilitation is complete
and that the project is fully occupied by eligible
tenants.
5. Agency issues Release of Construction Covenants.
Upon completion by Participant of the
§4.7
rehabilitation work on the Site.
It is understood that this Schedule of Performance is subject to all of the terms and
conditions of the text of the Agreement. The summary of the items performance in this
Schedule of Performance is not intended to supersede or modify the more complete
description in the text; in the event of any conflict or inconsistency between this Schedule of
Performance and the text of the Agreement, the text shall govern.
The time periods set forth in this Schedule of Performance may be altered or amended only
by written agreement signed by both the Participant and the Agency. The Executive
Director of Agency shall have the authority to approve extensions of time without action of
the Board of Directors of Agency not to exceed a cumulative total of one (1) year.
Agree/OPA/colette #2/Exhibit D EXHIBIT "D"
WHEN RECORDED RETURN TO:
Redevelopment Agency of the
"City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
ATTN: AGENCY CLERK
Recorded in official Records, Orange County
Tom Daly, Clerk -Recorder
111111111111111111111111111111111111111111111111111111111111111111111111111 N0 FEE
200900042397211:30am 08106109
100 286 R08 6
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(Space Above This Line For Recorder's Office Use Only)
1'
This Release of Construction Covenants is recorded
at the . request and for the benefit of the
Redevelopment Agency of the City of Huntington t'
Beach and is /xe131pt from the payment of the
recording fee pursuant to Government Code Section
6103.
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH, a public body corporate
and oolitic /
By:
Its:
Dated: April 29, 2009
RELEASE OF CONSTRUCTION COVENANTS
WHEREAS COLETTE'S CHILDREN'S HOME, a California nonprofit corporation
("Owner"), is the owner of the feeinterestin that certain real property more particularly described in
the legal description attached hereto as Exhibit No. I and incorporated herein (the "Site"); and
WHEREAS, by an Ownez Participation Agreement (hereinafter referred to - as the
"Agreement") dated as of _ MAY 15, 2 0 0 6 , by and between Owner and the
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body,
corporate and politic (hereinafter referred to as "Agency"), Owner has constructed the
improvements on the Site according to the terms and conditions of said Agreement; and
Agree/OPA/Colette #21) �r
Page I of 5
WHEREAS, pursuant to the Agreement, promptly after completion of all construction work
by Owner upon the Site, Agency shall furnish Owner with a Release of Construction Covenants in
such form as to permit it to be recorded in the Official Records of the County of Orange; and
WHEREAS, the issuance by Agency of the Release of Construction Covenants shall be
conclusive evidence that Owner has complied with the terms of the Agreement pertaining to the
construction. of improvements on the Site; and
WHEREAS, Agency has conclusively determined that the construction of improvements on
the Site has been satisfactorily completed as required by the Agreement; and
NOW, THEREFORE:
1. As provided in the Agreement, Agency does hereby certify that construction of the
improvements on the Site have been fully and satisfactorily performed and completed, and that such
development is in full compliance with said Agreement.
2. This Release of Construction Covenants shall not constitute evidence of compliance
with or satisfaction of any obligation of Owner to any holder of a mortgage, or any insurer of a
mortgage, securing money loaned to finance construction work on the Site, or any part thereof.
Nothing contained herein shall modify in any way any other provision of said Agreement.
3. This Release is not a Notice of Completion as referred to in California Civil Code
Section 3093.
IN WITNESS WHEREOF, Agency has executed this Release as of this 29th day of
April 200 9
A cy Cler
Agree/OPA/Colette #2/ N
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTOl� BEACH, a public body corporate
and politic j n
Director
Page 2 of 5
STATE OF CALIFORNIA )
)ss.
COUNTY OF
On 69R/&: 'Age 0�0� before me, - Z_ C—,,rC2# , a
Notary Public, personally appeared 4t,, 44 .s®a) , who proved to
me on the basis of satisfactory evidence to be the person(K) whose name(ia) is7are-
subscribed to the within instrument and acknowledged to me that he she/4hey executed
the same in li 71�€�/� r authorized capacity(*), and that by is hefthe-r signatures on
the instrument the personO), or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.®�
P. L. ESPARZA
Cat #E 1 b99179
SignaturNo
tary
p,� Cry01MV Comm. Expires Aug 4, 2W9
STATE OF CALIFORNIA )
0/E6,PQ61--:--
)ss. COUNTY OF )
On &—K/L a %ro9CO 9 before me, , a
�
Notary Public, personally appeared' /- Z-,VA) , who proved to
me on the basis of satisfactory evidence to be the person(X) whose nameo is are
subscribed to the within instrument and acknowledged to me that she the executed
the same in hiiEher heir authorized capacity(.), and that by itis/ er 'r signature on
the instrument the person(, or the entity upon behalf of which the person/1�r) acted,
executed the instrument.
certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
a
P. L. ESPARZA
ConIMlesbrt #E i 599179
-® Notary Public - CalitorrUa
(Seal) MyCOMM EExpUftAAUg4.2 r
CONSENT TO RECORDATION
COLETTE' S CHILDREN' S HOME, a California non-profit corporation, owner of the fee
interest in the Site legally described in Exhibit No. 1 attached hereto does hereby consent to the
recordation of the foregoing Release of Construction Covenants against the Site.
Agree/OPA/Colette #2/
"PARTICIPANT"
COLETTE'S CHILDREN'S HOME, a California
nonprofit corporation
. B /q-4
Y
Name: 1�1_04J__
or print)
Its (circle one) (i) Chairman of the Board (ii) President
(iii) Any Vice President
AND
By:
Name: f O-e,- "D G(. m' ed is
(Type or print)
Its (circle one) (i) Secretary (ii) Any Assistant Secretary
(iii) Chief Financial Officer (iv) Any Assistant Treasurer
8oc�rcQ �uuvL��
Page 3 of 5
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
On _ , 7 okm before me, personally
appeared yh-W e K-0. ` pt- pit me (or
proved to me on the basis of s+°atisfactory evidence) to be the person(s) whose name(s) is/afe
subscribed to the within instrument and acknowledged to me that-ke/she/t-hey executed the same in
his/her/thoir authorized capacity(ies), and that by his/her/ter signature(s) on the instrument the
person(s), or the entity upon
WITNESS my hand and
Notary
(SEAL)
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
seal.
the person(s) acted, executed the instrument.
PATRICIA J. GARCIA
Commission # 1425252
Notary Public - California
Orange g County
MY Comm. E)P#es Jun 19, 2007
PUY'
�a�ItcOn n � before in CA , �(� t�i� ; perMnally
appeared � , personally kn-.- +- me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/ar-e
subscribed to the within instrument and acknowledged to me that he/shG4hey executed the same in
his/hefAeir authorized capacity(ies a d that by his/hefMteir signature(s) on the instrument the
person(s), or the entity upon,behalf of wkich the person(s) acted, executed the instrument.
my hand and o
PATRICIA J. GARCIA
otary PubliG�.--''/ Commission # 1425252
(SEAL) LeotMyCoMm.Expires.lun
Notary Public - California
Orange County
19.200
Agree/OPA/Colette #2/ . I/
Page 4of5
EXHIBIT i
The West half of lot 7 in Block A of Tract No. 522, in the City of Huntington Beach, County of
Orange, State of California, as per map recorded in Book 19 Page(s) 49, of Miscellaneous
Maps, in the office of the County Recorder of said county.
EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth
of 500 feet, but with no right of surface entry, as provided in deeds of record.
Page 5 of 5
4.6 Security Financing; Right of Holders.
(a) Permitted Encumbrances. Prior to the date Agency issues or is required
to issue the Release of Construction Covenants and subject to the prior approval of the Agency's
Executive Director, which approval shall not be unreasonably withheld, Participant may enter into
mortgages, deeds of trust, conveyances, and leases -back or any other form of conveyance in which
the Site is used as security for the purpose of securing loans of funds to be used for the rehabilitation
of the Site, provided such conveyance is subordinate to the First Deed of Trust.
(b) Holder Not Obligated to Construct Imprrovements. The holder of any
mortgage or deed of trust or other security interest authorized by this Agreement shall in no way be
obligated by the provisions of this Agreement to construct or complete the improvements or to
guarantee such construction or completion; nor shall any covenant or any provision in the
Regulatory Agreement be construed to so obligate such holder.
(c) Notice of Default to Mortgage, Deed of Trust or Other Security Interest
Holders; Right to Cure. Whenever Agency shall deliver any notice or demand to Participant with
respect to any breach or default by Participant in completion of construction of the improvements,
Agency shall at the same time deliver a copy of such notice or demand to each approved holder of
record of any mortgage, deed of trust, or other security interest which has previously requested such
notice in writing. Each such holder shall (insofar as the rights of Agency are concerned) have the
right, at its option within ninety (90) days after the receipt of the notice, to commence and thereafter
to diligently proceed to cure or remedy such default and add the cost thereof to the security interest
debt and the lien on its security interest. Any holder completing the improvements in accordance
with this Agreement shall be entitled to a Release of Construction Covenants upon written request
made to Agency.
4.7 Release of Construction Covenants_ Upon satisfactory completion of the Project,
Agency shall issue to Participant a Release of Construction Covenants. The Release of
Construction Covenants shall be, and shall so state, a conclusive determination of satisfactory
completion of the Project required by this Agreement, and of full compliance with the terms of this
Agreement relating to commencement and completion of the Project. The Release of Construction
Covenants is not a notice of completion as referred to in California Civil Code Section 3093.
If Agency refuses or fails to furnish a Release of Construction Covenants upon completion
of the Project, Agency, after written request from Participant, shall, within fifteen (15) days of
Participant's written request, provide Participant a written statement of the reasons Agency refused
or failed to furnish a Release of Construction Covenants. The statement shall also contain a detailed
description of the specific actions Participant must take to obtain a Release of Construction
Covenants. If the Agency shall have failed to provide such written statement within fifteen (15)
days. Participant shall be deemed entitled to the Release of Construction Covenants. If Agency
refuses or fails to furnish the Release of Construction Covenants for the reason that specific items or
materials are not available or landscaping is not complete, Agency shall issue the Release of
Construction Covenants upon the posting by Participant with Agency of a cash deposit, bond or
irrevocable letter of credit (in a form acceptable to Agency) in an amount representing the fair value
of the work not yet completed.
AgreelOPA/colette#2 agmd425/05 13
rvt o.�t :s Sc t~ v tc "4-
PROMISSORY NOTE
SECURED BY A FIRST DEED OF TRUST
WITH ASSIGNMENT OF RENTS THERETO
DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust securing same,
must be surrendered to Trustee for cancellation before reconveyance will be made.
PROMISSORY NOTE SECURED BY FIRST DEED OF TRUST
Principal Loan Amount: $545,000.
Note Date: Ay 1 5 ,. , 2K
FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay to the order
of the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public
body, corporate and politic ("Holder"), at a place designated by Holder, the principal sum of Five
Hundred Forty -Five Thousand Dollars ($545,000), or such lesser amount which shall from time to
time be owing hereunder pursuant to the terms hereof, pursuant to an Owner Participation
Agreement (the "O.P.A.") dated as of _ MAY 15 . 2006 between Maker and Holder.
The obligation of the Maker to the Holder hereunder shall be secured by a deed of trust made by the
Maker encumbering the Site to be developed (the "Site") pursuant to the OPA and the Deed of Trust
and Assignment of Rents dated MAY _ 1.5 2 0 0 6 , executed by the Maker and recorded in
the Recorder's Office of Orange County, California, on _ August 2, 2006 , as Document No.
06-518054 "the "Trust Deed"). The obligation of the Maker set forth in this Note is subject to
acceleration as set forth in the OPA. The OPA and the Trust Deed are public records on file in the
offices of the Holder.
1. Agency This Note evidences the obligation of the Maker to the Holder for the
' repayment of funds loaned to the Maker by the Holder (the "Agency Loan") to finance the
development of the Site pursuant to the OPA. The Maker shall not make any sale, assignment or
r conveyance, or transfer in any other form, of the Site, or any part thereof, or interest therein without
the express written consent of the Holder as set forth in Section 2.4 of the OPA.
2. Payment of Obligation. Unless a uncured Material Default of Maker shall have
occurred under the Deed of Trust (as hereinafter defined) or any obligation secured thereby
(including the obligations in the OPA and the Regulatory Agreement [as such term is defined in the
OPA]), or Maker has breached any promise or obligation in this Note, (i) no interest shall accrue on
the unpaid principal of this Note; and (ii) a prorated portion of the total principal advanced'
hereunder shall be forgiven, waived, and discharged on each anniversary date of Note Date set forth
above in an amount equal to the total principal advanced hereunder divided by sixty (60), i.e., one -
sixtieth of the Note Amount shall be deemed waived and discharged by Maker as of each
anniversary date of the Note Date. Holder is only requiring Maker to execute this Note as a promise
Agree/ OPA/Collette #2/Exhibit F
EXHIBIT "F"
Page 1 of 3
to repay the Note Amount in the event of an uncured Material Default of Maker under the Deed of
Trust, OPA, or Regulatory Agreement. Unless such uncured Material Default of Maker has
occurred, Holder does not intend for Maker to make any principal payments or interest of any kind
on this Note.
Upon the forgiveness, waiver, and discharge of this Note as set forth above, Holder shall
mark this Note "PAID IN FULL" and shall the deliver this Note to the Trustee of the Deed of Trust
that secures this Note for the Trustee's delivery to Maker in conjunction with the reconveyance of
the Deed of Trust.
3. No Prepayment. This note may not be prepaid.
4. Acceleration of Obli ag tion. Upon the occurrence of a uncured Material Default of
Maker under this Note, the Deed of Trust or any obligation secured thereby (including the
obligations in the OPA and the Regulatory Agreement), or in any other instrument now or hereafter
securing the obligations evidenced hereby, then, and in any of such events, Holder may, at its
option, and upon thirty (30) days prior written notice to Maker, declare this Note and the entire
obligations hereby evidenced that has not been forgiven, waived, and discharged pursuant to
Section 1 above, to be immediately due and payable and collectible then or thereafter as Holder may
elect, regardless of the date of maturity.
5. Default Interest. If any event occurs giving Holder the right to accelerate this Note
pursuant to Section 4 above, the entire unpaid and unforgiven principal owing hereunder shall, as of
the date of such default, commence to accrue interest at a rate equal to two percentage points above
the reference rate published by Bank of America N.A., or the maximum non -usurious interest rate
permitted by law, whichever is less.
6. Collection Costs; Attorneys' Fees. If any attorney is engaged by Holder because of
any event of an uncured Material Default under this Note or the Deed of Trust or to enforce any
provision of either instrument, whether or not suit is filed hereon, Holder shall bear its own
attorney's fees and costs.
7. Severability. The unenforceability or invalidity of any provision or provisions of
this Note as to any persons or circumstances shall not render that provision or those provisions
unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all
other respects, shall remain valid and enforceable.
8. Modifications. Neither this Note nor any term hereof may be waived, amended,
discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be
effective except by an instrument in writing signed by Maker and Holder.
9. Usury. Notwithstanding any provision in this Note, Deed of Trust or other
document securing same, the total liability for payment in the nature of interest shall not exceed the
limit now imposed by applicable laws of the State of California.
Agree/ OPA/Collette #2/Exhibit F
EXHIBIT "F"
Page 2 of 3
10. Governing Law. This Note has been executed and delivered by Maker in the State
of California and is to be governed and construed in accordance with the laws thereof.
written.
IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first above
"PARTICIPANT"
COLETTE' S CHILDREN' S HOME, a California
nonprofit c o ation
By:
Name: �9
(Type or pent
Its (circle one) (i) Chairman of the Board (ii) President
(iii) Any Vice President
AND
By:
Name: Ptfw- / c2.vu e-/5
(Type or print)
Its (circle one) (i) Secretary (ii) Any Assistant Secretary
(iii) Chief Financial Officer (iv) Any Assistant Treasurer
Agree/ OPA/Collette #2/Exhibit F
EXHIBIT "I"'
Page 3 of 3
SkAblaer'Ptle Corporation
Order No. q%(p 5/05/
Escrow No. 70,q&
Loan No.
WHEN RECORDED MAIL, TO:
Redevelopment Agency of the
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Agency Secretary
This Document is electronically recorded by
Southland Title Company_B
Recorded in Official Records, Orange County
Tom Daly, Clerk -Recorder
Illlllllllllillllllll11111 lllllllllllllllllilllllllllllll NO FEE
2006000518054 04:30pm 08/02/06
113 28 D11 A36 8
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
SPACE ABOVE THIS LINE FOR RECORDER'S USE]
EXEMPT FROM RECORDING FEE PER GOV. CODE §61031
FIRST DEED OF TRUST
WITH ASSIGNMENT OF REFITS
This FIRST DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Deed of Trust"), made MAY 15, 2006
between COLETTE'S CHILDREN'S HOME, a California nonprofit corporation, herein called TRUSTOR, whose address is
173091 Beach Boulevard, Suite 11, Huntington Beach, CA 92647.
The City of Huntington Beach, a California municipal corporation, herein called TRUSTEE, and
Q REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, herein called
BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Huntington Beach, County of
Orange, State of California, described as:
SEE EXHIBIT "A" ATTACHED HERETO
together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary
to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of FIVE HUNDRED FORTY-FIVE THOUSAND
DOLLARS ($545,000) without interest thereon, according to the terms of that certain promissory note of even date herewith made by Trustor, payable to
order of Beneficiary, and extensions or renewals thereof, (2) the performance of each aereement of Trustor incorporated by reference or contained herein
and that certain Loan Agreement and Regulatory Agreement dated _Ay__ _._ 200_ by and between Trustor and
Beneficiary; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when
evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements,
and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each
and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964, and in all other
counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located,
noted below opposite the name of such county, namely:
Agree/OPA/colette #2/Exhibit G EXHIBIT "%"
First Deed of Trust
Page 1 of 4
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
Alameda
1288
556
Kings
858
713
Placer
1028
379
Sierra
38
187
Alpine
3
130-31
Lake
437
110
Plumas
166
1307
Siskiyou
506
762
Amador
133
438
Lassen
192
367
Riverside
3778
347
Solano
1287
621
Butte
1330
513
Los Angeles
T-3878
874
Sacramento
5039
124
Sonoma
2067
427
Calaveras
185
338
Madera
911
136
San Benito
300
405
Stanislaus
1970
56
Colusa
323
391
Marin
1849
122
San Bernardino
6213
768
Sutter
655
585
Contra Costa
4684
1
Mariposa
90
453
San Francisco
A-804
596
Tehama
457
183
Del Norte
101
549
Mendocino
667
99
San Joaquin
2855
283
Trinity
108
595
El Dorado
704
635
Merced
1660
753
San Luis Obispo
1311
137
Tulare
2530
108
Fresno
5052
623
Modoc
191
93
San Mateo
4778
175
Tuolumne
177
160
Glenn
469
76
Mono
69
302
Santa Barbara
2065
881
Ventura
2607
237
Humboldt
801
83
Monterey
357
239
Santa Clara
6626
664
Yolo
769
16
Imperial
1189
701
Napa
704
742
Santa Cruz
1638
607
Yuba
398
693
Inyo
165
672
Nevada
363
94
Shasta
800
633
Kern
3756
690
Orange
7182
18
San Diego
SERIES 5
Book 1964, Page 149774
shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained
in said subdivisions A and B (identical in all counties, and printed on pages 3 and 4 hereof) are by the within reference thereto,
incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may
charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by
law.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address
hereinbefore set forth.
Signature of Trustor
COLETTE'S CHILDREN'S HOME, a California nonprofit
corporation
STATE OF CALIFORNIA }
COUNTY OF ORANGE } By.
On before me Name:
personally ap ear GZ Its (circle one) (i)
President
(ii) President; (iii) Any Vice
perseRally--known—to—me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose-names(s) is/are subscribed to the AND
within instrument and acknowledged to mlthat he/she/they executed
the same. - in Its/her/tlaeif,,authorized capactity(ies), and that by By:
kisiher/ r signatures(s)�on the instrume�lithe person(s) or the entity
upon bDhalf of which the person(s) acted executed the instrument. Name:
(Type or print)
WITNESS my hand an " ffi s Its (circle one) (i) Secretary (ii) Any Assistant Secretary (iii) Chief
Financial Officer (iv) Any Assistant Treasurer %jear.{fhCMw,r
(This area for official notarial sea])
PATRICIA J. GARCIA
Commission # 1425252
9'my
Notary Public - California
Orange County
Comm. E)Oes lu 19 2007
Agree/OPA/colette #2/Exhibit G EXHIBIT "Cr"
First Deed of Trust
Page 2 of 4
ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON
THE DOCUMENT WHICH THIS STATEMENT IS ATTACHED, READS AS
FOLLOWS:
NAME OF NOTARY: Patricia J. Garcia
COUNTY WHERE BOND IS FILED: Orange County
DATE COMMISSION EXPIRES: June 19, 2007
PLACE OF EXECUTION OF THIS DECLARATION: Irvine, California
DATE: August 1, 2006
COMMISSION NUMBER: # 1425252
AUTHORIZED MANUFACTURES CC
STATE OF California )
COUNTY OF Orange ) ss.
On April 4, 2006 before me, Patricia J. Garcia , Notary Public, personally
appeared Peter Daniels personally known to me, (or provided to me on the basis
of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or thentity upon behalf of which the person(s) acted,
executed the instrument!
WITNESS my hand and offidial
Signature:
NOTARY PUBL
PATRICIA J: GARCIA
L1Commission # 1425252,
.
Notary Public - California
Orange County
My Comm. Explresiun 19, 2007
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCCUMENT DESCRIBED BELOW:
Title or type of Document: First Trust Deed
Date of Document: 4/4/06
Other Signer(s) than Named Above: Pamela Hope
NotaryAcknowledgement.doc
ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON
THE DOCUMENT WHICH THIS STATEMENT IS ATTACHED, READS AS
FOLLOWS:
NAME OF NOTARY: Patricia J. Garcia
COUNTY WHERE BOND IS FILED: Orange County
DATE COMMISSION EXPIRES: June 19, 20
PLACE OF EXECUTION OF THIS DECLARATION: Irvine, California
DATE:
AUTHi
Attached to: Deed of Trust dated May 15, 2006
STATE OF California )
COUNTY OF Orange ) ss.
On May 15, 2006 before me, Patricia J. Garcia, Notary Public, personally
appeared Pamela Hope and Peter Daniels personalty -known -to -me, (or provided
to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
l4e/s-Ite/they executed the same in4visA%f/their authorized capacity(ies), and that
by hr/their signature(s) on the-' rument the person(s) or the entity upon
behalf of which the persoyi{5) acted, ex cuted the instrument.
WITNESS my han.d'and official
Signatu
ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON
THE DOCUMENT WHICH THIS STATEMENT IS ATTACHED, READS AS
FOLLOWS:
NAME OF NOTARY: Patricia J. Garcia
COUNTY WHERE BOND IS FILED: Orange County
DATE COMMISSION EXPIRES: June 19, 2007
PLACE OF EXECUTION OF THIS DECLARATION: Irvine, California
DATE: August 1, 2006
COMMISSION NUMBER: # 1425252
AUTHORIZED MANUFACTURES
DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each county in California as stated in the foregoing Deed ol"Trust and
incorporated by reference in said Deed of Trust ,is being a part thereof as if set forth at length therein.
*k. To protect the security of this Deed ol'TrUSt. Trustor agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon: to complete or restore promptly and in a good and
workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished
therefor, to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof, not to
commit, suffer or pennit any act upon said property in violation of law; to cultivate. irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of
said property may be reasonably necessary, the specific enumerations herein not excluding the general.
2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected tinder any fire or
other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order is Beneficiary may determine, or at the option of Beneficiary
the entire amount so collected or any part thereof maybe released to Trustor. Stich application Or release shall not cure or waive any default or notice of default hereunder Or
invalidate any act done pursuant to such notice,
3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or -Trustee; and to pay all costs
and expenses, including cost of evidence offitle and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in
any suit brought by Beneficiary to tbreclose this Deed.
4) To pay: at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurtenant water stock; when due, all
encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all cost,, fees and expenses of this Trust.
Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to do and without notice to or
demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same is such manner and to such extent as either may deem necessary to
protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting
to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment
of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses. employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of expenditure at the amount allowed by
law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by
the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.
B. It is mutually agreed:
1) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to
Beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or
other insurance.
2) That by accepting payment of any Sum Secured hereby after its due date. Beneficiary does not waive his right either to require prompt payment when due ofalt
other sums so Secured or to declare default for failure so to pay.
3) That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said
note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby. Trustee may: reconvey any part of said
Property; consent to the making of any map orplat thereof, Join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien
or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for
cancellation and retention or other disposition as Trustee in its sole discretion may choose and upon payment of its fees, Trustee shall reconvey, without warranty, the
property then held hereunder. 1be recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Grantee in such
reconveyance may be described as "the person or persons legally entitled thereto."
5) That as additional security. Trustor hereby gives to and comers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to
collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Truster in payment of any indebtedness secured hereby or in the
performance of any agreement hereunder, to collect and retain such rents. issues and profits as they become due and payable. Upon any such default, Beneficiary may at any
time without notice, either in person, by agent, or be a receiver to be appointed by a court and without regard to the adequacy of any security for the indebtedness hereby
secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues, and profits, including- those past
due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys fees., upon any indebtedness secured hereby, and in
such order as Beneficiary may determine. The entering upon and taking possession of said property, the collecting of such rents, issues and profits and the application thereof
as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, Beneficiary may declare all
sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election
to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents
evidencing expenditures secured hereby.
After the lapse Of Such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then
required by law. Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels,
and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States. payable at time of sale. Trustee may postpone
sale of all or any portion of said property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public
announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or
warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof Any person, including- Trustor, Trustee,
or Beneficiary as hereinafter defined, may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the
proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof all
other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time. by instrument in writing, substitute a successor or
successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder
of the county or counties where said property is situated shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance
from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary
hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.
8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns.
The terns Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever
the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
Agree/OP-A/colette #21Exhibit G EXHIBIT "G"
First Deed of Trust
Page 3 of 4
9) "Chat Trustee accepts this Trust u—:n this Deed, duly executed and acknowledged, is made a p..iic record as provided by law. Trustee is not obligated to
notify any party hereto of pending sale under any other Deed of Trust Or of any action or proceeding in which TrUstor, Beneficiary or Trustee shall be a party unless brought
by Trustee.
DO NOT RECORD►
TO
TRUSTEE:
REQUEST FOR FULL RECONVEYANCE
The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust. Said note or notes, together
with all other indebtedness secured by said Deed of Trust_ have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums
owing to you tinder the terms of said Deed of Trust, to cancel said note or notes above mentioned, an all other evidences of indebtedness secured by said Deed Of Trust
delivered to You herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust. all the estate
now field by you under the same.
Dated
Please mail Deed of Trust,
Note and Reconveyance to
Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for
cancellation before reconveyance will be made.
Agree/OPA/colette W2/Exhibit G EXHIBIT "G"
First Deed of Trust
Page 4 of 4
ORDER NO. 26:510515
EXHIBIT "A"
The West half of Lot 7 in Block A of Tract No. 522, in the City of Huntington Beach, County of
Orange, State of California, as per map recorded in Book 19 Page(s) 49, of Misce4aneous
Maps, in the office of the County Recorder of said county.
EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth of
500 feet, but with no right of surface entry, as provided in deeds of record.
3
34mthlend itle Corporation
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
This Document is electronically recorded by
Southaund Title Company_B
Recorded in Official Records, Orange County
Tom Daly, Clerk -Recorder
REDEVELOPMENT AGENCY OF THE 1S 11109111111I(IIIIII�IIII 11111111 NO FEE
CITY OF HUNTINGTON BEACH 2O06000518053 04:30pm 08/02/06
113 28 Al2 D02 20
2000 Main Street 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Huntington Beach, CA 92648
Attn: Executive Director
(Space Above This Line for Recorder's Office Use Only)
(Exempt from Recording Fee Per Gov. Code $6103)
REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS
THIS REGULATORY AGREEMENT AND DECLARATION OF COVENANTS
AND RESTRICTIONS ("Agreement") is made and entered into by and between
Q REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public
body, corporate and politic ("Agency") and COLETTE'S CHILDREN'S HOME CRISIS
SHELTERS, a California nonprofit corporation ("Participant").
RECITALS:
A. Agencv and Participant have entered into that certain Owner Participation
Agreement, dated M A y _ 1 , 200 6 (the "OPA"), concerning Participant's
redevelopment of that certain real property, owned in fee by Participant, more particularly
described in Attachment No. 1 attached hereto and incorporated by reference herein (the
"Site"). The OPA describes the "Project" which generally consists of Participant's
rehabilitation of an existing four (4) unit apartment complex on the Site and subsequent
management thereof as an transitional housing.
B. Agency and Participant also entered into that certain Note (the "Note"), with a
Note Date of MAY 15, , 200.6 , pursuant to which Agency has provided
Participant with a self-liquidating f idating loan in the principal amount of Five Hundred Forty -Five
Thousand Dollars ($545,000) ("Loan Amount"). The Note provides for Agency's waiver and
discharge of the Loan Amount by one -sixtieth (60) each year for sixty (60) years.
C. Agency and Participant now desire to place restrictions upon the use and
operation of the Project, in order to ensure that the Project shall be operated continuously as
a transitional housing project available for rental in accordance with the terms set forth below
for the term of this Agreement.
Agree/OPA/colette #2/Exhibit H
EXHIBIT "H"
Regulatory Agreement
Page 1 of 13
AGREEMENT:
NOW, THEREFORE, the Participant and Agency declare, covenant and agree, by and for
themselves, their heirs, executors, administrators and assigns, and all persons claiming under or
through them, that the Site, for the term of this Agreement, shall be held, transferred, encumbered,
used, sold, conveyed, leased and occupied, subject to the covenants and restrictions hereinafter set
forth:
DEFINITIONS.
1.1 Affordable Rent. As used in this Agreement, the term "Affordable Rent"
shall mean annual rentals whose amount does not exceed the "affordable housing cost" for
Very Low Income Households, as specified at California Health & Safety Code Section
50052.5 and the implementing regulations specified at Section 6910 et seq. of Title 25 of the
California Code of Regulations.
1.2 Eligible Tenant. As used in this Agreement, the term "Eligible Tenant" shall
refer to Eligible Very Low Income Tenants who require transitional housing and who are
otherwise eligible to rent a Unit.
13 Eligible Very Low Income Tenant. As used in this Agreement, the term
"Eligible Very Low Income Tenant" shall mean those tenants whose household income does
not exceed fifty percent (50%) of the Orange County Median Income, adjusted for
appropriate household size as published by the United States Department of Housing and
Urban Development or established by the State of California pursuant to Health and Safety
Code Section 50093 or a successor statute, or such other percentage as may be defined in
Federal and California law from time to time as "very low income," and who are otherwise
eligible to rent a Unit.
1.4 Orange County Median Income. For purposes of this Agreement, the
"Orange County Median Income" shall be determined by reference to the regulations
published by the United States Department of Housing and Urban Development or
established by the State of California pursuant to Health and Safety Code Section 50093, or
a successor statute.
1.5 Reserved.
1.6 Unit and Units. As used in this Agreement, the term "Unit" shall mean one
of the four (4) rental dwelling units in the Project, and the term "Units" shall mean two or
more of the four (4) of the rental dwelling units in the Project. The term "Unit" and "Units"
shall be used as the context mandates and shall be reasonably interpreted in light of the
context in which the term appears.
Agree/ OPA/eolette #2 /Exhibit H EXHIBIT "H"
Regulatory Agreement
Page 2 of 13
2. TERM OF AGREEMENT; RESIDENTIAL RENTAL PROPERTY. The term of
this Agreement shall be sixty (60) years from the date hereof. Participant hereby agrees that the
Project is to be owned, managed, and operated as a project for Eligible Tenants for the term of this
Agreement. To that end, and for the term of this Agreement, the Participant hereby represents,
covenants, warrants and agrees as follows:
2.1 Purpose. The Site will be acquired and the Project developed for the purpose
of providing Eligible Tenants rental housing.
2.2 FaciIities. All of the dwelling units in the Project shall contain facilities for
living, sleeping, eating, cooking and sanitation in accordance with the terms of the OPA.
2.3 Residential Use. None of the dwelling units in the Project will at any time
be utilized as a hotel, motel, dormitory, fraternity house, sorority house, rooming house,
nursing home, hospital, sanitarium, or trailer court or park without the Agency's prior
written consent.
2.4 Conversion of Units. No part of the Project will at any time be owned by a
cooperative housing corporation, nor shall the Participant take any steps in connection with
the conversion to such ownership or uses to condominiums, or to any other form of
ownership, without the prior written approval of Agency.
2.5 Preference to Eligible Tenants. All of the dwelling units will be available for
rental in accordance with the terms of this Agreement, and the Participant shall not give
preference to any particular class or group in renting the dwelling units in the Project, except
to the extent that the dwelling units are required to be leased or rented to Eligible Tenants
and except as provided in Section 3.4 below.
2.6 Liability of Participant. Participant and Manager shall not incur any liability
under this Agreement as a result of fraud or negligent or intentional misrepresentation by a
tenant.
3. OCCUPANCY OF PROJECT BY ELIGIBLE TENANTS. Participant hereby
represents, warrants, and covenants as follows:
3.1 Income Restrictions. Except as expressly provided herein, throughout the
term of this Agreement, the four (4) Units shall be subject to the following affordability
restrictions:
(a) All Units shall be rented to Eligible Very Low Income Tenants.
3.2 Reserved.
3.3 Income Computation. Immediately prior to an Eligible Tenant's occupancy
of a unit, and once annually each year thereafter, Participant shall obtain and maintain on
file an Income Computation and Certification form provided by the Agency from each such
Agree/ OPA/colette #2 /Exhibit H EXHIBIT "H"
Regulatory Agreement
Page 3of13
Eligible Tenant dated immediately prior to the date of initial occupancy in a Unit by such
Eligible Tenant. Participant shall use its best efforts to verify that the income provided by
an applicant is accurate by taking one or more the following steps as a part of the
verification process: (i) obtain two (2) pay stubs for the most recent pay periods; (ii) obtain
a written verification of income and employment from applicant's current employer; (iii)
obtain an income verification form from the Social Security Administration and/or
California Department of Social Services if the applicant receives assistance from either
agency; (iv) if an applicant is unemployed or did not file a tax return for the previous
calendar year, obtain other verification of such applicant's income as is reasonably
satisfactory to the Agency; or (v) obtain such other information as may be reasonably
required.
3.4 Renting Vacant Units. Participant shall rent the unit to an Eligible Tenant in
accordance with the following procedure:
(a) First, Participant shall rent the Unit to persons who have been
displaced by Agency activities, pursuant to California Health and Safety Code
Section 33411.3, provided that Agency provides Participant with reasonable notice.
(b) Second, Participant shall rent a unit to an Eligible Tenant as set forth
in Section 3.1.
(c) The maximum allowable household size per unit shall be as follows:
(1) In a one -bedroom unit, the maximum household size shall be
two (2) persons; and
(2) In a two -bedroom unit, the maximum household size shall be
four (4) persons; and
(3) In a three -bedroom unit, the maximum household size shall
be six (6) persons; and
(4) In a four -bedroom unit, the maximum household size shall be
eight (8) persons.
3.5 Maintenance of Records. Participant shall maintain complete and accurate
records pertaining to the Units, and shall permit any duly authorized representative of the
Agency to inspect the books and records of Participant pertaining to the Project including,
but not limited to, those records pertaining to the occupancy of the Units.
3.6 Reliance on Tenant Representations. Each tenant lease shall contain a
provision to the effect that Participant has relied on the income certification and supporting
information supplied by the tenant in determining qualification for occupancy of the unit,
and that any material misstatement in such certification (whether or not intentional) will be
cause for immediate termination of such lease.
Agree/ OPA/colette 42 /Exhibit F{ EXHIBIT "H"
Regulatory Agreement
Page 4 of 13
3.7 Conflicts. The rental priority provision set forth in Section 3.6 shall apply
only in the event, and to the extent, such provisions are not in conflict with any applicable
federal or state law or any regulatory agreement affecting the Project that is recorded in
superior priority to this Agreement.
4. MAINTENANCE.
4.1 Maintenance Covenant. Participant agrees to maintain all interior and
exterior improvements, including landscaping, on the Site in good condition and repair (and,
as to landscaping, in a healthy condition), reasonable wear and tear excepted, and in
accordance all applicable laws, rules, ordinances, orders, and regulations of all federal, state,
county, municipal, and other governmental agencies and bodies having or claiming
jurisdiction. In addition, Participant shall keep the Site free from all graffiti and any
accumulation of debris or waste material. Participant shall make all repairs and
replacements necessary to keep the improvements in good condition and repair and shall
promptly eliminate all graffiti and replace dead and diseased plants and landscaping with
comparable approved materials. The maintenance covenant contained in this Section shall
remain in effect for the term of this Agreement.
4.2 Agency Rights. Agency shall have the right to enter upon the Site to inspect
both the interiors and exteriors of the Site, upon seventy-two (72) hours notice. Agency
may perform or cause to be performed the maintenance necessary to cure any default of
these maintenance covenants and Participant shall be liable for payment to Agency of
Agency's reasonable costs (excluding staff salaries and overhead and other similar costs) to
perform such required maintenance; provided, however, that Participant first be given
written notice by Agency of the actions required to cure any default, and Participant, after
receipt of such notice, shall have sixty (60) days to cure such defaults, but Participant shall
not be deemed in default of the foregoing maintenance covenant if such default cannot
reasonably be cured within the sixty (60) day period referenced above so long as Participant
has commenced to cure such default within the same sixty (60) day period and is diligently
proceeding with the work to cure such default. Notwithstanding the foregoing, if any
property conditions are reasonably identified by Agency after a property inspection attended
by a representative of Participant that pose an immediate danger to life or limb, Participant
shall have three (3) days to effect corrections of such condition(s) to Agency's reasonable
satisfaction.
4.3 Annual Report. Participant covenants and agrees to submit to the Agency an
annual report (the "Annual Report") required by California Health and Safety Code Section
33418, The Annual Report shall include for each Unit the rental rate and the income and
family size of the occupants. The income information shall be supplied by the tenant in a
certified statement on a form provided by the Agency. The Participant shall submit the
Annual Report on or before the end of the first calendar quarter of the year following the
year covered by the Annual Report. The Participant shall provide for the submission of
such information in its leases with tenants. Agency shall not charge Participant a fee for
Agree/ OPA/colette 42 /Exhibit H EXHIBIT "H"
Regulatory Agreement
Page 5 of 13
reviewing the Annual Report, or for Agency's or Participant's compliance with Health and
Safety Code §33418.
4.4 Management Plan. Participant shall prepare, submit to Agency Executive
Director within sixty (60) days of Recordation of this Agreement and maintain in effect a
Management Plan in accordance with the following:
(a) The Management Plan, including such amendments as may be
approved in writing by the Agency, shall remain in effect for the term of this
Regulatory Agreement. Participant shall not amend the Management Plan or any of
its components without the prior written consent of the Agency. The components of
the Management Plan shall include:
(1) Management Agent. The name and qualifications of the
proposed management agent. The Agency shall approve or disapprove the proposed
management agent in writing based on the experience and qualifications of the
management agent. The management agent shall have demonstrated experience in
operating affordable housing comparable to the Project.
(2) Management Program. A description of the proposed
management, maintenance, tenant selection and occupancy policies and procedures
for the Units.
(3) Management Agreement. A copy of the proposed
management agreement specifying the amount of the management fee and the
relationship and division of responsibilities between Participant and management
agent.
(4) Tenant Lease or Rental Agreement. A copy of the
proposed tenant lease or rental agreement to be used in renting the Units.
(5) Annual Budget. Prior to the completion of construction and
annually thereafter not later than fifteen (15) days prior to the beginning of the next
fiscal year of the Project, Participant shall submit a projected operating budget to the
Agency Executive Director for review and approval.
The Agency shall not unreasonably withhold, condition or delay its approval of any
matter for which its approval is required hereunder, and such matter shall be deemed
approved unless the Agency provides to Participant its written disapproval within
thirty (30) days after receipt of a request for approval, provided Participant includes
with its request, a written notice, in capital letters, stating as follows:
NOTICE: PURSUANT TO SECTION 4.4 OF THE
REGULATORY AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH AND COLETTE'S CHILDREN'S
Agree/ OPA/colette #2 /Exhibit I I EXHIBIT "H"
Regulatory Agreement
Page 6 of 13
HOME, FAILURE BY THE AGENCY TO APPROVE OR
DISAPPROVE THE MATTER SUBMITTED WITH THIS
REQUEST WITHIN 30 DAYS SHALL BE DEEMED AN
APPROVAL.
Any disapproval shall be in writing and contain the Agency's reasons for
disapproval.
(b) Participant hereby covenants and agrees the Agency shall have the
right, at any time and from time to time, to give notice to Participant if the Agency
determines that the Project is not being managed or maintained in accordance with
the Management Plan. The Agency may require the Participant to change
management practices or to terminate the management agent and retain a different
management agent, approved by the Agency. The Agency agrees that prior to
requiring the Participant to change its management agent or the management
practices the Agency shall informally consult with Participant, in an attempt to
resolve the dispute. If the Agency determines that such an attempt at informal
resolution has been unsuccessful, it shall give the Participant thirty (30) days written
notice to change the management agent or practice, as the case may be. If
Participant fails to do as requested by the Agency in the written notice, the Agency
may then require the immediate change of the management practice or agent, as the
case may be. The management agreement shall provide that it is subject to
termination by the Participant without penalty, upon thirty (30) days prior written
notice, at the direction of the Agency. Within ten (10) days following a direction of
the Agency to replace the management agent, the Participant shall select another
management agent or make other arrangements satisfactory to the Agency for
continuing management of the Project. The Participant shall notify the Agency upon
learning that there is a voluntary change in the management or control of the
management agent, and, if the change is unsatisfactory to the Agency, the Agency
shall be entitled to require the Participant to change the management agent in
accordance with the terms of this paragraph.
5. ENFORCEMENT. In the event Participant defaults in the performance or
observance of any covenant, agreement or obligation of Participant pursuant to this Agreement, and
if such default remains uncured for a period of thirty (30) days after written notice thereof (or such
longer period as may apply to the specific alleged default) shall have been given by Agency, or, in
the event said default cannot be cured within said time period, Participant has failed to commence to
cure such default within said thirty (30) days and diligently prosecute said cure to completion, then
Agency shall declare an "Event of Default" to have occurred hereunder, and, at its option, may take
one or more of the following steps:
(a) By mandamus or other suit, action or proceeding at law or in equity, require
Participant to perform its obligations and covenants hereunder or enjoin any acts or things
which may be unlawful or in violation of this Agreement; or
Agree/ OPAJcolette #2 /Exhibit H EXHIBIT "H"
Regulatory Agreement
Page 7 of 13
(b) Take such other action at law or in equity as may appear necessary or
desirable to enforce the obligations, covenants and agreements of Participant hereunder,
including foreclosure pursuant to the OPA.
Except as otherwise expressly stated in this Agreement, the rights and remedies of the
parties are cumulative, and the exercise by any party of one or more of its rights or remedies shall
not preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by another party.
6. NONDISCRIMINATION. There shall be no discrimination against or segregation
of any person, or group of persons, on account of race, color, creed, religion, sex, family or marital
status, national origin, sexual orientation, ethnic origin, age, or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Site, or any part thereof, nor shall Participant,
or any person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees or vendees of the Site, or any part thereof (except as
permitted by this Agreement).
6.1 Form of Nondiscrimination and Nonseg_regation Clauses. The Participant
shall refrain from restricting the rental, sale or lease of the property on the basis of race,
color, creed, religion, sex, family or marital status, national origin, sexual orientation,
ethnic origin, age, or ancestry of any person. All such deeds, leases or contracts shall
contain or be subject to substantially the following nondiscrimination or nonsegregation
clauses:
(a) In Deeds: "The grantee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or through him, that
there shall be no discrimination against or segregation of, any person or group of persons
on account of race, color, creed, religion, sex, family or marital status, national origin,
sexual orientation, ethnic origin, age, or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself
or any person claiming under or through him, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein
conveyed. The foregoing covenants shall run with the land.
(b) In Leases: "The lessee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or through him, and
this lease is made and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any person or
group of persons, on account of race, color, creed, religion, sex, family or marital status,
national origin, sexual orientation, ethnic origin, age, or ancestry in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the
lessee himself, or any person claiming under or through him, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection,
OPA/colette #2 /Exhibit H EXHIBIT "H"
Regulatory Agreement
Page 8 of 13
location, number, use or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in
the land herein leased."
(c) In Contracts. "There shall be no discrimination against or segregation of
any person, or group of persons on account of race, color, creed, religion, sex, family or
marital status, national origin, sexual orientation, ethnic origin, age, or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the
transferee himself or any person claiming under or through him, establish or permit any such
practice or practices of discrimination or segregation with reference to the lessees,
subtenants, sublessees or vendees of the land."
7. COVENANTS TO RUN WITH THE LAND. Participant hereby subjects the Site
to the covenants, reservations, and restrictions set forth in this Agreement. Agency and Participant
hereby declare their express intent that all such covenants, reservations, and restrictions shall be
deemed covenants running with the land and shall pass to and be binding upon the Participant's
successors in title to the Site; provided, however, that on the termination of this Agreement said
covenants, reservations and restrictions shall expire. All covenants without regard to technical
classification or designation shall be binding for the benefit of the Agency, and such covenants shall
run in favor of the Agency for the entire term of this Agreement, without regard to whether the
Agency is or remains an owner of any land or interest therein to which such covenants relate.
8. ATTORNEYS' FEES. In the event that a party to this Agreement brings an action
against the other party hereto by reason of the breach of any covenant in this Agreement, or
otherwise arising out of this Agreement, the prevailing party in such action shall be entitled to
recover from the other reasonable attorney's fees and costs. Attorney's fees shall include attorneys
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, including the conducting of discovery, and expert
witness fees..
9. 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 real property
records of the County of Orange.
10. NOTICE. Any notice required to be given hereunder shall be made in writing and
shall be given by (i) personal delivery, (ii) courier service that provides a receipt showing date and
time of delivery, or (iii) certified or registered mail, postage prepaid, return receipt requested, at the
addresses specified below, or at such other addresses as may be specified in writing by the parties
hereto:
Agency: Redevelopment Agency of the City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Executive Director
Agree/ OPA/colette #2 (Exhibit H EXHIBIT "H"
Regulatory Agreement
Page 9 of 13
Participant: Colette's Children's Home
17301 Beach Boulevard, Suite I I
Huntington Beach, CA 92647
Notices personally delivered or delivered by courier shall be effective upon receipt. Mailed notices
shall be effective on the earlier of receipt or Noon on the second business day following deposit in
the United States mail.
11. SEVERABILITY/WAIVER/INTEGRATION.
11.1 Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions hereof shall
not in any way be affected or impaired thereby.
11.2 Waiver. A waiver by either party of the performance of any covenant or
condition herein shall not invalidate this Agreement nor shall it be considered a waiver of
any other covenants or conditions, nor shall the delay or forbearance by either party in
exercising any remedy or right be considered a waiver of, or an estoppel against, the later
exercise of such remedy or right.
11.3 Inte rag_tion. This Agreement contains the entire Agreement between the
parties and neither party relies on any warranty or representation not contained in this
Agreement.
12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
California.
REST OF PAGE NOT USED
Agree/ OPA/colette #2 /Exhibit H EXHIBIT "H"
Regulatory Agreement
Page 10 of 13
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall constitute one original and all of which shall be one and the
same instrument.
IN WITNESS WHEREOF, the Agency and Participant have executed this Regulatory
Agreement and Declaration of Covenants and Restrictions by duly authorized representatives on
!� 12006.
"PARTICIPANT"
COLLETTE'S CHILDREN'S HOME, a
California nonprofit corporation
By:� Q/
Name:
print name
ITS: (circle on Chairman/ residentNice President
AND
By:
Name: der -D a.% ,
print name
ITS: (circle one) Secretary/Chief Financial Officer/Asst.
Secretary - Treasurer
"AGENCY"
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, a public
body, corporate and politic
Chair
�AU6 SllLC/Vi%/�%
jg�ency Clerk
J oar) t . F1117-9
APPROVED AS TO FORM:
4-1q�A"A�
Agency Counsel
. oc,
Agree/OPA/Mette #2/Exhibit H
EXHIBIT "H"
Regulatory Agreement
Page II of I3
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
On Y1 before me, personally
appeared CC8 �y1��, p-lCrrtrr-tu�e (or
proved to me on the basisoP actory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that hc/she/t ey executed the same in
his/her/their authorized capacity(ies), and that by his/her4heir signature(s) -on the instrument the
person(s), or the entity upon behalf of which the persons) acted, executed the instrument.
WITNESS my hand and official seal.
Notary
[SEAL]
PATR0A J. GAMW%
Commission # 1426252
@-,My
Notary PublicOrange County
Comm • E�res,lun 19, 20(
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
On before me, L6't_fr_( ('. _ be sonally
appeared r Q�11 �?[ICi e (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/
subscribed to the within instrument and acknowledged to me that he/sW, e executed the same in
his/1eefAheir authorized capacity(ies), and that by his/ham; �signatu e(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) actedexecute d the instrument.
WITNESS my hand and official seal. f
[SEAL]
PATRICIA J. GARCIA
Commission # 1425252
lallotary Public California EXHIBIT "H"
Orange County
My Comm. ExpiresJun19,2007 Regulatory Agreement
Page 12 of 13
ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON
THE DOCUMENT WHICH THIS STATEMENT IS ATTACHED, READS AS
FOLLOWS:
NAME OF NOTARY: Patricia J. Garcia
COUNTY WHERE BOND IS FILED: Orange County
DATE COMMISSION EXPIRES: June 19, 2007
PLACE OF EXECUTION OF THIS DECLARATION: Irvine, California
DATE:
COMIC
AUTHi
Attached to: Regulatory Agreement and Declaration of Covenants and Restrictions
STATE OF California )
COUNTY OF Orange ) ss.
On May 15, 2006 before me, Patricia J. Garcia, Notary Public, personally appeared Pamela Hope
and Peter Daniels flna41y-kRawR4e-me, (or provided to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) . &/are subscribed to the within instrument and acknowledged to
me that hel&#e/they executed the same in r/their authorized capacity(ies), and that by
hisAkref/their signature(s) on the instrument the person(s) or the entity upon behalf of which the
person(s) acted, executeqlAh—e-T-ns`tr ment.
WITNESS my hand,and
Signatu
PAiRICYA,J: GARCIA
Commission # 1425252
d� Notary Public - California
Oronge County
tJlyCs tn.E es,ftim19,2M7
ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON
THE DOCUMENT WHICH THIS STATEMENT IS ATTACHED, READS AS
FOLLOWS:
NAME OF NOTARY: Patricia J. Garcia
COUNTY WHERE BOND IS FILED: Orange County
DATE COMMISSION EXPIRES: June 19, 2007
PLACE OF EXECUTION OF THIS DECLARATION: Irvine, California
DATE:
COMMISSION NUMBER: 0 14252
AUTHORIZED MANUFACTURES CO
SOUTHY AND TITLE
Titl Assistant
w 's Title Unit
State of California
County of
Orange
ss.
On May 18, 2006 , before me, ---------P. L. Esparza, (Votary Public -------
Date Name and Title of Officer (e.g., "Jane Doe, Notary Public")
personally appeared ------------------------ Joan L. Flynn ------------------------------- ,
Name(s) of Signer(s)
► L EVINIM
Comtmom, 11!'Jrg9179
No/m1t Rae -
0onQs C*UW
Place Notary Seal Above
Y! personally known to me
❑ proved to me on the basis of satisfactory
evidence
to be the person(s) whose name(s) is/a#e
subscribed to the within instrument and
acknowledged to me that lase/she/tt executed
the same in Wps/her/ter authorized
capacity(cos), and that by #h4/her/tom
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNE y nd d official seal.
ignat of Notary Publ'
OPTIONAL
Though the information below is not required by law, it may 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 and Declaration of Covenants and Restrictions
Document Date: May 15, 2006
Signers Other Than Named Above:
Capacity(Wa) Claimed by Signer
Signer's Name:
❑ Individual
C�f Corporate Officer — Title(s):
❑ Partner ❑ Limited ❑ General
❑ Attorney in Fact
❑ rustee
❑ Guardian or Conservator
❑ Other:
Joan L.
Number of Pages: 13
Dave Sullivan, Chair
Agency Clerk
Signer Is Representing: The Redevelopment Agency of the City of Huntington Beach
01999 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313.2402 - www.nalionalnotary.org Prod. No. 5907 Reorder: Call Toll -Free 1-800-876.6827
ILLEGIBLE NOTARY SEAL. DECLARATION
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON
THE DOCUMENT WHICH THIS STATEMENT IS ATTACHED, READS AS
FOLLOWS:
NAME OF NOTARY: P.L. Esparza
COUNTY WHERE BOND IS FILED: Orange County _
DATE COMMISSION EXPIRES: August 4, 2009
PLACE OF EXECUTION OF THIS DECLARATION: Irvine, California
DATE: August 1, 2006
COMMISSION NUMBER:
AUTHORIZED MANUFAC
State of California
County of
Orange
ss.
On May 19, 2006 , before me, --------- P. L. Esparza, Notary Public -------
Date Name and Title of Officer (e.g., "Jane Doe, Notary Public")
personally appeared ------------------------ Dave Sullivan --------------------------------------- ,
Name(s) of Signer(s)
Place Notary Seal Above
i6 personally known to me
❑ proved to me on the basis of satisfactory
evidence
to be the person(s) whose name(e) is/afe
subscribed to the within instrument and
acknowledged to me that he/sheAhey executed
the same in his//tf&ior authorized
capacity(ios), and that by his/UerAhair
signature(s) on the instrument the person($), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNE rnd and official seal.
Signature Notary Publi
OPTIONAL
Though the information below is not required by law, it may 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 and Declaration of Covenants and Restructions
Document Date: May 15, 2006 Number of Pages: 13
Signer(e) Other Than Named Above: Joan L. Flynn, Agency Clerk
Capacity(ies) Claimed by Signer
Signer's Name: Dave Sullivan
❑ Individual ® --
[!� Corporate Officer — Title(s): Chair Top of thumb here
❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact
❑ rustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing: The Redevelopment Agency of the City of Huntington Beach
0 1999 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313-2402 - www.natkminolary.org Prod. No 5907 Reorder. Call Toll -Free 1-B00.676-iii827
ILLEGIBLE NOTARY SEAT. DECLARATION
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON
THE DOCUMENT WHICH THIS STATEMENT IS ATTACHED, READS AS
FOLLOWS:
NAME OF NOTARY: P.L. Es
COUNTY WHERE BOND IS FILED: Orange County _
DATE COMMISSION EXPIRES: August 4, 2009
PLACE OF EXECUTION OF THIS DECLARATION: Irvine, California
DATE:
COMMISSION NUMBER:
AUTHORIZED MANUFAC'
August 1, 2006
ORDER NO. 26510515
EXHIBIT "A'
The West half of Lot 7 in Block A of Tract No. 522, in the City of Huntington Beach, County of
Orange, State of California, as per map recorded in Book 19 Page(s) 49, of Miscellaneous
Maps, in the office of the County Recorder of said county.
EXCEPT therefrom all oil, gas, minerals, and other hydrocarbon substances lying below a depth of
500 feet, but with no right of surface entry, as provided in deeds of record.
3
Ili
(Not Applicable)
Deal Point Memorandum for an Affordable Housing
Agreement
Colette's Children's Home Four -Plea (7881 Glencoe Ave.) The Redevelopment Agency
of the City of Huntington Beach and Colette's Children's home, Inc., a Non -Profit
Corporation, January 10, 2005
AI
Attauhm',
HOUSING AGREEMENT
Colette's Children's Borne Four -flex (7881 Glencoe Ave.)
The Redevelopment Agency of the City of Huntington Beach
and Colette's Children's Borne, Inc., a Non -Profit Corporation
January 10, 2005
1. The Redevelopment Agency of the City of Huntington Beach will provide a
residual receipts loan to the project of $545,000 from Redevelopment
Housing Set Aside funds to Colette's Children's Home for the acquisition of a
four-plex apartment complex at 7881 Glencoe Avenue in Huntington Beach
for the purpose of housing homeless women with children in a transitional
home environment. These funds will be used in conjunction with funds that
Colette's will be securing from The US Department of Housing and Urban
Development (HUD) for the same purpose.
2. The $545,000 Agency Loan Note shall bear no interest and shall be secured
by a first deed of trust. That portion of the principal amount of the Agency
Loan Note will be converted from a loan to a grant to Colette's on the first
anniversary of the note and every year thereafter at the rate of 1.67% of the
original loan amount, until the loan is fully liquidated in the 60th year of the
loan. For this to occur the loan must not be in default.
3. The four-plex will not be receiving rents from its residents, but all of its
residents must be very -low income as established by California Health and
Safety code Section 50053. All the units are two -bedroom units.
i"1+,,, .E:i[S\t�i', .; (e�:i:r :.srr::,`.:i.'Iv
4. To verify that tenant households meet the above income restrictions, Colette's
will maintain records that clearly document tenant eligibility. These records
will be updated at least annually and will be maintained for a period not less
than three years.
If a tenant household's gross income increases and thus the household no
longer qualifies for residency in the restricted unit, that household will be
given 90 days to relocate. Should a tenant face extraordinary hardship
satisfying this requirement, a written appeal may be submitted to the Agency.
Upon receipt of a written appeal and at the sole discretion of the Director of
Economic Development, this period may be extended for a period not to
exceed 90 additional days.
5. At the end of each year while income and affordability restrictions apply to the
project, Colette's will provide the Agency with copies of annual rent and
tenant eligibility certifications. Upon review of such records, the Agency may
at its option perform an audit of tenant files to verify compliance with income
and affordability requirements.
6. Colette's will maintain the site during the affordability period in accordance
with a restrictive covenant that will be secured against the property. Should
Colette's fail to adequately maintain common areas in good condition. If any
problems identified by the Redevelopment Agency are not corrected within
sixty (60) days from the date of written notice from the Redevelopment
Agency, the Redevelopment Agency may perform the necessary
maintenance and Colette's will pay all reasonable costs for that maintenance.
Further, if any conditions are identified as health and safety violations that
,r ...,.:�'.C:,,4)�f'�l�xr:?�I�'.�_�.';-N.�l�yi, if �`:'�l�f �tlE .C.�1i 3.•t �:�!4.����: t�, �,�J:�Y'�"�4. `'"5�'��
pose a danger to life and limb, the violations must be corrected within three
(3) days.
7. Colette's will maintain the property in compliance with HUD Housing Quality
Standards along with City and State laws and codes. The Agency may
perform inspections of the property to ensure compliance with this
requirement. Should Colette's fail to adequately maintain the property, any
deficiencies identified by the Agency must be addressed within 30 days.
8. Colette's will provide adequate insurance to protect the Agency from loss due
to fire or other hazards. The property must be insured for an amount equal to
the Agency's loan amount. The Agency must be designated on such
insurance as an additional loss payee, If the property is located in a flood
zone, Colette's will obtain flood insurance coverage.
9. Should Colette's Children's Home decide to sell the property, the Agency will
have the right to approve any subsequent buyer. Colette's agrees to make
every reasonable effort to sell the property to another non-profit entity
performing a similar service (homeless shelter for women with children).
10. Colette's agrees to the default provisions contained within the Redevelopment
Agency loan agreement. The default provisions involve the immediate
repayment of the set aside assistance, with interest at the rate of 5%, should
any default by Colette's occur during the affordability period (60 years).
Accepted:
Title
Colette's Children's Home, Inc.
Date: October 05, 2009 - DOCUMENT NEVER SIGNED - OK'd BY CITY
ATTORNEY, JENNIFER MCGRATH. EVERYTHING COVERED IN THE
CONTRACT.
PowerPoint Presentation
Colette's Children's Home (#2), May 15, 2006, Agenda Item_
Attac', n' m, n
0
Loan Agree ent
4
0f 1,
0
# a
A-il
C'**ity of Huntington Beach
Agenda
Item
Collette's will
a four -unit building (all
buy
5 . s 1 { p units)for
$1,100,0000i
Ther a.�g �. .,.+ s , {a: .t Fa Mpg.��� '�f1 ���,�,.,�,�z'F rt•.f � � `��° -, provide
Aside
assist
w
acquisition
Colette's will re
I i!Ie the proper
within
:e r ..�
' I � � �`� months after close �,��, `�" escrow
", � �-� � �., +� � � to
sy ,-. s- �.mLIMI'ts
will
i
v
I
Tenants
i be
All Very
LowmIncome
E
i
K
K
9
J"'M
—� r �
-.
� .' ,
� �. .
<, s
< r 6
I, � ,
_z ___ _ � e _ ,__ _w
4 a
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,;
,_
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a a. ¢ � � �
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L7
Provides safe, quality housing for at -risk
mothers with children
Allows children to stay with their mothers whil
' 0 receiving needed support
Provides affordable rents for very low-income]
working
single
mothers
g • ,
m
ZA
111,
r �. r" - r
i
INITIATING DEPARTMENT:
Economic Development
SUBJECT:
Approve an Owner Participation Agreement With
Colette's Children's Home for 7881 Glencoe Ave
COUNCIL MEETING DATE:
May 15, 2006
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Attached
El
Not Applicable
Resolution (w/exhibits & legislative draft if applicable)
Attached
Not Applicable
❑
Tract Map, Location Map and/or other Exhibits
Attached
Not Applicable
Contract/Agreement (w/exhibits if applicable)
Attached
(Signed in full by the City Attorney)
Not Applicable
❑
Subleases, Third Party Agreements, etc.
Attached
El
(Approved as to form by City Attome )
NotApplicable
Certificates of Insurance (Approved by the City Attomey)
Attached
Not Applicable
❑
Fiscal Impact Statement (Unbudgeted, over $5,000)
Attached
Not Applicable
Bonds (If applicable)
Attached
Not Applicable
Staff Report (If applicable)
Attached
❑
Not Applicable
N.
Commission, Board or Committee Report (If applicable)
Attached
EI
Not Applicable
®,
Findings/Conditions for Approval and/or Denial
Attached
❑
Not Applicable
EMPLANAMOH FOR MWNG ATTACHMENTS
REVIEWED
RETURNED
FORWARDED
Administrative Staff
1-'/ A r-�
Assistant City Administrator (Initial)
( )
( )
City Administrator (Initial)
)
( )
City Clerk
RCA Author: Terri King