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Home My WebLink AboutPLC LAND CO. - 1997-12-15 Consent for Pending Sale of Tenative Tract 15531 Meeting Subject Prepared By Held Afordable Housing Covenants and Howard Zelefsky, .Planning 2/16/99 Reimbursement Agreements for the Promenade Director & David Briggs, and Cape Ann Projects in Holly Seacliff Economic Development 'Director 2/16/99 Reimbursement Agreement - WL Homes LLC Howard Zelefsky, Planning Director Howard Zelefsky, Planning Revise the affordable housing covenant for the Director & David Briggs, Promenade and Cape Ann Projects in Holly Economic Development 11/16/98 Seacliff Director Approve consent for pending sale of tenative Melanie S. Fallon, Tract No. 15531 the Holly Seacliff Development Community Development 12/15/97 lAgreement Area Director R (8) 02/16/99 - Coin ncil/A ency Agenda - Page . _ g 8"gei (City Council) Approve Reimbursement Agreement (Storm Drain) Tract 13625 Ocean Point Partners) — Palm/20th Street/Walnut/Goldenwest— 1. Approve the Reimbursement Agreement Between The City Of Huntington Beach And Ocean Point Partners and authorize the Mayor and City Clerk to execute the agreement. Submitted by the Public Works Director [Approved 7-01 E-8. (City Council) Accept The Underground Storage Tank Removal & Replacement Project; City Yard And Parks Yard— CC-1066— Notice Of completion —Tait Environmental Systems &Approve Additional Capital Improvement Fund Expenditure— 1. Accept the Underground.Storage Tank Removal & Replacement Project; City Yard and Parks Yard; CC-1066 at a final cost of$401,848.18 and authorize the City Clerk to file a Notice of Completion with the County Recorder's Office; and 2. Approve an additional $31,522.18 in Capital Improvement Funds for the costs .associated with disposal of contaminated soil. Submitted by the Public Works Director [Approved 7-0] E-9.. (City Council) Adopt Resolution No. 99-10—Approve Amendment To City Classification Plan By Addition Of Two Classes (Principal Planner) (Director Of :. Research & Organizational Development) -Deletion Of One Class (Housing Finance Specialist)—Adopt Resolution No. 99-10— 'A Resolution of the City Council of the City of Huntington Beach to Amend the City Classification Plan by Adding.Two New Classifications Entitled Principal Planner and Director of Research & Organizational Development and Deleting the Classification of Housing Finance Specialist." Submitted by the Director of Administrative Services [Adopted 7-0] E-10.. (City Council) Affordable Housing Covenants And Reimbursement Agreements For - The Promenade And Cape Ann Projects In Holly-Seacliff—Tract Nos. 15520 & 15531 - Olson Company/John Laing Homes (W.L. Homes) — 1., Approve and authorize execution of the First Amendment To Declaration Of Conditions_, Covenants, And Restrictions For Property,to the affordable housing covenant and the Reimbursement Agreement for Promenade (The Olson Company) by the Mayor and City Clerk and direct the City Clerk to record with the Orange County Recorder the first amendment to the affordable housing covenant, and 2. Approve and authorize execution of Declaration Of Conditions, Covenants And Restrictions For Property(Resale Restrictions) the affordable housing covenant and Reimbursement Agreement for Cape Ann (John Laing Homes) by the Mayor and City Clerk and direct the City Clerk to record with the Orange County Recorder the affordable housing covenant. Submitted by the Economic Development Director [Approved 7-0] E-11. (City Council) Approve Professional Services Contract With Lawrence Associates For Planning Services (Contract Planner For Planning Department) For The Palm And Goldenwest Area -Approve Waiver Of.Professional Liability Insurance— Approve the Professional Services Contract, with the Settlement Committee recommendation to waive professional liability (insurance), between the City and Lawrence Associates subject to mutual agreement by the City'and Lawrence Associates, and authorize the Mayor and City Clerk to execute. _Submitted by the Planning Department [Approved 7-0] E-12. (City Council) Approve Request For Letter To Be Sent To Appropriate Federal Or State Legislators Voicing The City Position Regarding Pending Legislation Which Is Before The Federal Or State Government For Consideration —AB-64— Public Beach Enhancement—SB-10— Streets and Highways — Oppose AB-83 — Home Business _ • � �16ro5- SAD Council/Agency Meeting Held: ��•/� Def rred/Continued to: /Approved aaConditionally Approved ❑ Denied Clerk's Signature —U Council Meeting Date: February 16, 1999 Department ID Number: CD99-06 CITY OF HUNTINGTON BEACH , REQUEST FOR ACTION ►nu� SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator aa, PREPARED BY: HOWARD ZELEFSKY, Planning Director DAVID BIGGS, Economic Development Director SUBJECT: AFFORDABLE HOUSING COVENANTS AND REIMBURSEMENT AGREEMENTS FOR THE PROMENDADE AND CAPE ANN PROJECTS IN HOLLY SEACLIFF Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis, Environmental Status,Attachment(s) Statement of Issue: Transmitted for your consideration are affordable housing covenants and reimbursement agreements for The Olson Company project known as Promenade and the John Laing Homes' project Cape Ann. The covenants require that all 226 units within the two projects remain affordable to moderate income buyers for 30 years, and are modeled on the City's standard covenant. On November 16, 1998, the City Council approved the concept of adding a subordination clause to the covenants so that the developers could receive Fannie Mae approval for their projects. In conjunction with that approval, the City Council required that the developers create an escrow account to be used to cure loans in the event of foreclosure so that units remain affordable and record a zero-balance second deed of trust on each unit. Staff recommends that the City Council approve the affordable housing covenants and reimbursement agreements to create the escrow accounts because they are consistent with City Council action on November 16, 1998 and further the City's affordable housing goals. Funding Source: Not applicable. MEETING DATE: February 16, 1999 DEPARTMENT ID NUMBER: CD99-06 Recommended Action: Motion to: 1. "Approve and authorize execution of the first amendment to the affordable housing covenant and reimbursement agreement for Promenade (The Olson Company) by the Mayor and City Clerk and direct the City Clerk to record with the Orange County Recorder the first amendment to the affordable housing covenant," and 2. "Approve and authorize execution of the affordable housing covenant and reimbursement agreement- for Cape Ann (John Laing Homes) by the Mayor and City Clerk and direct the City Clerk to record with the Orange County Recorder the affordable housing covenant." Alternative Action(s): The City Council may make the following alternative motion: "Continue the request for approval of the affordable housing covenants and reimbursement agreements and direct staff accordingly." Analysis: A. PROJECT PROPOSAL: Applicant. The Olson Company, 3010 Old Ranch Parkway Ste. 400, Seal Beach, CA 90740 and John Laing Homes, 19600 Fairchild, Ste. 150, Irvine, CA 92612 Location: The Promenade project is located at the northwest and southwest corners of Main St. and Promenade Pkwy. The Cape Ann project is located at the southeast corner of Promenade Pkwy and Seagate Dr. The Promenade project (80 attached townhome-style condominiums) and Cape Ann (146 detached condominiums) are required to be 100 percent affordable to moderate income households for a period of 30 years, pursuant to the Holly Seacliff Affordable Housing Plan and conditions of approval. This is achieved by recording an affordable housing covenant on the subject properties. CD99-06 -2- 01/28/99 7:48 AM MEETING DATE: February 16, 1999 DEPARTMENT ID NUMBER: CD99-06 B. BACKGROUND The Olson Company's covenant was approved by the City Council on July 6, 1998 and was subsequently recorded. (Thus, their request is to amend their existing covenant.) John Laing Homes does not have an approved covenant. E Last fall, The Olson Company and John Laing Homes requested to modify the City's standard affordable housing covenant for their projects, Promenade and Cape Ann, respectively. The catalyst for the request was the refusal of Fannie Mae to approve the two projects with the covenant as written. On November 16, 1998, the City Council considered their request (Attachment No. 3). The City Council approved a motion to direct staff to revise the affordable housing covenants to include a subordination clause and provisions for an escrow account and a zero-balance second deed of trust. C. STAFF ANALYSIS AND RECOMMENDATION: The affordable covenants and reimbursement agreements are in compliance with the requirements for the project and City Council direction (Attachments No. 1 and 2). The affordable covenants include the subordination clause so that the projects could receive Fannie Mae approval. In the event of foreclosure, this clause subordinates the City's affordability requirements to the lien on the property. The result is that the affordability requirement is terminated after a foreclosure. The subordination clause provides for the City to receive written notice of default and allows for the City to financially participate to cure or commence to cure the default in 30 days. An exhibit to the affordable covenant is the zero- balance second deed of trust. The reimbursement agreement establishes the escrow account for each project. This is funded by the developers and would be managed by the Economic Development Department. In the event of default, monies from the account could be used to cure a loan rather than allow a unit to go into foreclosure. The developers would also give each developer the option to cure the loan rather than using the escrow account funds. The account values are calculated using a six percent foreclosure rate based on 10 years of data on sales in Huntington Beach. This is the equivalent of 14 units out of the combined total of 226 units in the two projects. The total amount of both accounts when initially established will be $63,000. This figure assumes that the City's potential exposure or net cost in the event of a foreclosure would be approximately $4,300 per unit on the Cape Ann project and $4,600 on the Promenade project. Accordingly, John Laing Homes will contribute $275 per unit and The Olson Company will contribute $286 per unit to establish the accounts. All interest will accrue to the accounts. The reimbursement agreement includes provisions for any remaining monies in the escrow accounts to be refunded back to each developer-when there are at least 15 excess affordable housing units in the Affordable Housing Plan area. CD99-06 -3- 01/28/99 7:48 AM • MEETING DATE: February 16, 1999 DEPARTMENT ID NUMBER: CD99-06 However, any affordable units that are created as a result of Redevelopment Agency or City assistance cannot be credited as excess. Staff believes that the terms of the affordable housing covenants and reimbursement agreements protect the City's interests and ensure that the City's goal of maintaining an affordable housing inventory is fulfilled. The provisions of the reimbursement agreements provide for sufficient monies to cure loans in the event of foreclosure based on rate statistics for the City of Huntington Beach. Staff recommends the City Council approve the affordable housing covenants and reimbursement agreements. Environmental Status: The subject request is not subject to the California Environmental Quality Act pursuant to Section 15061 (b) (3). Attachment(s): City Clerk's P. . - NumberDescription 1. Affordable Housing Covenant and Reimbursement Agreement for The Olson Company 2. Affordable Housing Covenant and Reimbursement Agreement for John Laing Homes 3. Request for City Council Action dated November 16, 1998 CD99-06 -4- 01/28/99 7:48 AM �j7 . T�i�er iss� REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT ( "Agreement" ) is entered f� into as of the day of F26►raa-t-W 1999 by and between WL HOMES LLC, a Delaware limite liability company, dba JOHN LAING HOMES (CALIFORNIA) (the "Developer" or "Covenantor" ) , and THE CITY OF HUNTINGTON BEACH, a California municipal corporation (the "City" or "Covenantee") . RECITALS : A. Developer has received zoning approval from the City for the construction of one hundred forty-six (146) detached condominium units ( "Units" ) located on the northern and eastern corners of Promenade Parkway and Seagate Drive in the City of Huntington Beach, California, as described in the "Legal Description of the Property" which is attached hereto as Exhibit "A" and incorporated herein by this reference (the "Property" ) . B. City has, as a condition of such approval, required Developer to subject each of the Units constructed on the Property to certain affordable covenants, conditions, and restrictions, a copy of which is attached hereto as Exhibit "B" ( "Restrictions" ) . C. The Developer forwarded the Restrictions to FannieMae ( "FNMA" ) for approval to ensure potential buyers of Units in the Property have the opportunity for the most borrowing options and the best interest rates for home loans . FNMA rejected the Restrictions as not being in compliance with FNMA regulations and requested that language be included in the Restrictions so that such document would be subordinate to the lien of any first lender on Units in the Property. Therefore, to ensure the affordability of the Units in the Property, Developer requested City to approve language in the Restrictions which allows for the subordination of the Restrictions to the lien of a first deed of trust recorded against a Unit in the Property. D. Notwithstanding City' s agreement to include subordination language within the Restrictions, the City has expressed concerns regarding the potential. loss of Units in the Property encumbered by the Restrictions following a foreclosure. E. To mitigate the possibility of losing Units from the Restrictions due to a foreclosure of a first lien on a Unit in the Property, City and Developer have agreed to execute this Reimbursement Agreement to provide available funds for use by either the City or Developer to cure a default and prevent a Unit in the Property from being sold without being encumbered by the affordability restrictions . 18324.181-3332.FCM 012199 NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth hereinbelow, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged, City and Developer hereby agree as follows : 1 . Advance Affordability Fee. Within two (2) business days after the close of escrow for the sale of a Unit in the Property, Developer shall deposit the sum of Two Hundred Eighty-Six Dollars ($286 . 00) ("Affordability Fee" ) into that certain trust account established with the City and Developer ( "Promenade Trust Account" ) . This amount shall be used by the City and/or Developer, as more particularly set forth hereinbelow, to finance efforts to ensure that a Unit located in the Property is not foreclosed on by any first lender so as to elimina e t Restrictions and the First Amendment thereto recorded on LJ1,t31.5P91999, as Instrument No. 15?9gD21 i�lD 3,3 in the official records of the County Recorder' s Office for the County of Orange, California, as an encumbrance against such Unit . 2 . Interest Hearing Account. The Affordability Fee shall be deposited into an interest bearing account, the proceeds of which shall accrue to the benefit of the Promenade Trust Account . 3 . Use of the Affordability Fee. Either the City and/or Developer shall be entitled to use the Affordability Fee as follows : (a) In the event City receives notice from a first lender that an owner of a Unit in the Property is in default under any certain promissory note and deed of trust executed by such owner with said first lender, City may utilize a portion of the Affordability Fee to pay for those certain "Reimbursable Costs" (defined below) . If the City utilizes any monies from the Promenade Trust Account to pay for Reimbursable Costs expended in an effort to avoid the foreclosure of a Unit and elimination of applicable affordable restrictions, and during such process receives monies in excess of the monies used from the Promenade Trust Account, the City shall cause such excess monies to be immediately deposited in the Promenade Trust Account . (b) Subject to the limitations set forth below, in the event Developer receives notice from a first lender that an owner of a Unit in the Property is in default under any certain promissory note and deed of trust executed by such owner with said first lender, Developer may exercise its right to cure, as set forth hereinbelow, and utilize a portion of the Affordability Fee to pay for "Reimbursable Costs" . If the Developer utilizes any monies from the Promenade Trust Account to pay for Reimbursable Costs expended in an effort to avoid the foreclosure of a Unit and elimination of applicable affordable restrictions, and during such -2- process receives monies in excess of the monies used from the Promenade Trust Account, the Developer shall cause such excess monies to be immediately deposited in the Promenade Trust Account . (c) As more particularly set forth in the Restrictions, a deed of trust will be recorded by either the City or Developer against each Unit in the property which will secure the obligations of the owner of each respective Unit to reimburse the City or Developer, as appropriate, for any costs paid from the Promenade Trust Account to cure a default by such owner, under a purchase money loan and/or deed of trust securing same. 4 . Reimbursable Costs . It is presently contemplated that the type of costs which will be reimbursed, shall include, but are not limited to, only those costs actually incurred to ' negotiate with the first lender to avoid having the Unit be sold at a trustees sale or be subject to a judicial foreclosure, or purchase such Unit at a foreclosure sale, or pay the beneficiary consideration in exchange for a deed in lieu of foreclosure, or pay reasonable attorneys' fees incurred by the City as a result of efforts to enforce the provisions of this Agreement or to cure a default as noted herein. 5 . Right to Cure. If City does not commence to cure any default by an owner of a Unit in the Property within thirty (30) days after receipt of a notice of default from the first lender of such Unit in the Property, and/or does not diligently pursue all reasonable efforts to avoid a foreclosure of such Unit, Developer shall have the right to cure the default and use monies in the Escrow Account for Reimbursable Costs, in the same manner as provided herein for City. 6 . Excess Affordability Fee. In the event the Affordability Fee is not used by City and/or Developer for the purposes set forth herein on or before a date which is thirty (30) years from the recordation of this Agreement, the City shall refund all amounts remaining in the Promenade Trust Account to Developer, including interest which has accrued thereon, but not yet been credited to the Promenade Trust Account . 7 . Excess Affordable Units in the Property. If at any time during thirty (30) years from the date this Agreement is recorded, The Holly Seacliff Affordable Housing Plan Area contains, within the boundaries thereof, condominium units and/or lots encumbered by affordable housing restrictions, which in the aggregate, is at least fifteen units and/or lots in excess of fifteen percent (15%) ( "Excess Units" ) , excluding any units that result from a Redevelopment Agency/City assisted project or other affirmative action by the City to generate affordable units above the required fifteen percent (15%) mandated in the Holly Seacliff Affordable Housing Plan Area, of the total units and/or lots in The Holly Seacliff Affordable Housing Plan Area, Developer shall be entitled -3- to receive a refund of all monies previously deposited, together with interest that accumulated thereon, in the Promenade Trust Account, which have not been expended pursuant to this Agreement . 8 . Notices . Any notices required to be given to either party hereto with respect to this Agreement shall be (i) mailed, first class, (ii) sent by facsimile transmission, or (iii) personally delivered, to the following parties at the following addresses : To The City: City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attn: Director of Economic Development Copy To: City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attn: City Attorney To Developer: Promenade at Seagate, LLC c/o The Olson Company 3020 Old Ranch Parkway, Suite 250 Seal Beach, CA 90740-2751 Attn: Ms . Kim Willauer Copy To: Gallagher & Moore 2 Park Plaza, Suite 300 Irvine, California 92614 Attn: Frederick C. Moore, Esq. The effective date of any notice or written communication sent by one party to the other shall be the date received if by personal service, or 48 hours after deposit in the U.S. mail, as reflected by the official U.S . postmark. Either party may by notice given hereunder designate any further or different address to which subsequent notices or other communications hereunder shall be sent . In the event any party utilizes "facsimile" transmitted signed documents, the receiving party may rely upon such documents as if they bore original signatures . The transmitting party shall, within seventy-two (72) hours of transmission, provide the other party with such documents bearing the original signatures . Documents necessary for recording, however, must bear original signatures, as non-original (facsimile) signatures will not be accepted for recordation by the County Recorder. 9 . Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns, except for retail purchasers of units in the Property from Developer. Developer shall have the right to assign its rights and obligations under this Agreement with respect to the Property as a whole or any part thereof without requiring the consent of the City; provided, however, that any such -4- J whole or partial assignment shall not be effective as to the City unless and until (a) the City receives written notice of the name and address of any such assignee of Developer, and (b) Developer furnishes the City evidence of such assignee' s assumption hereunder. 10 . Interpretation. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. Any rule of law (including Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is hereby waived. This Agreement shall be governed in accordance with the laws of the State of California. 11 . No Waiver. Waiver by either party hereto of a breach of any of the covenants or agreements to be performed by the other party as provided for herein shall not be construed as a waiver of any succeeding breach of the same or other covenants or agreements herein. 12 . No Third Party Beneficiaries . This Agreement is made and entered into for the sole protection and benefit of the parties and applicable successors and assigns . No other person shall have any right of action based upon any provision of this Agreement . 13 . Amendment. This Agreement may only be amended by subsequent written agreement executed by all parties . 14 . Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be effected thereby, and each term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 15 . Further Assurances . Each party agrees to cooperate with the other party, at no additional cost to such party, and to execute such additional instruments and documents as may be reasonably necessary or proper in order to carry out the provisions of this Agreement . 16 . Attorneys Fees . In any action or proceeding between the parties arising or related to the terms of this Agreement, each party shall bear its own attorneys' fees and costs and expenses . The "prevailing party" shall not be entitled to recover its costs of suit . -5- 17 . Time Of The Essence. Time is of the essence of each and every provision of this Agreement of which time of performance is a factor. 18 . Titles and Captions. Titles and Captions are for convenience only and shall not constitute a portion of this Agreement . 19 . Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall constitute a single agreement . IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. DEVELOPER: CITY: WL HOMES LLC, CITY OF HUNTINGTON BEACH a Delaware limited liability a California municipal company corporation dba JOHN LAING HOMES (CALIFORNIA) By: �. �Go'� y BY L. 4r. EDGQ0MB Mayor Divisional President Orange County, California ATTEST: By: Connie Brockway MARIANN BROWN c City Clerk By Deputy City Clerk APPROVED AS TO FORM: City Attorney [Additional Signatures to Follow] 18324.181-3332.FCM 012199 -6- REVIEWED AND APPROVED: City Admire±btrator INITIATED AND APPROVED: 1" ;7,4, P 'hni D ecto r O'yJ ire r or 8donomicXeve-Yopment 18324.181-3332.FCM 012199 -7- EXHIBIT "A" PROPERTY The Property shall mean and refer to that certain real property located in the City of Huntington Beach, County of Orange, State of California, more particularly described as : All of Tract 15531, as shown on a Map recorded in Book 771, Pages 26 to 32, inclusive, of Miscellaneous Maps, Records of Orange County, California. 18324.181-3332.FCM 012199 -8- Rrr►q Recorded in the County of Orange, California Gary L.Granville, ric/Recorder RECORDING REQUESTED BY. IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII No Fee FIRST AMERICAN TITLE CO. ) 19990214033 3:59pm 03/23/99 AND WHEN RECORDED MAIL TO: 0051 1012363 11 12 City of Huntington Beach D02 13 6.00 36.00 0.00 0.00 0.00 0.00 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) ER I Ins 9'7 (o m P5 C (Space above for Recorder's use) This document is exempt from recording fees pursuant to Government Code Section 27383. DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY (RESALE RESTRICTIONS) THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made as of AK 1999, by and between WL HOMES LLC, a Delaware limited liability company (the "Covenantor") , and THE CITY OF HUNTINGTON BEACH, a s California municipal corporation (the "City" or "Covenantee") . RECITALS A. Covenantor has received zoning approval from the City for 8 the construction of one hundred forty-six (146) detached condominium units located on the northern and eastern corners of Promenade Parkway and Seagate Drive in the City of Huntington Beach, as described in the "Legal Description of the Property" which is attached hereto as Exhibit "A" and incorporated herein by this reference (the "Property") . a B. City has, as a condition of such approval, required Covenantor to subject each of the condominium units constructed on the Property to certain covenants, conditions, and restrictions. s � The execution and recordation of this Declaration is intended to fully satisfy that condition. NOW, THEREFORE, the parties hereto agree and covenant as follows: oil 1. Affordability Covenants. Covenantor agrees for itself and its successors and assigns, and every successor to Covenantor's interest in the Property, or any part thereof, that for thirty (30) years from the date the first certificate of occupancy is issued for a condominium unit in the Property (the "Expiration Date") : EVERY PAGE OF THIS DOCUMENT SHAlL BE AFFIXED WITH THE SEAL OF THE CITY OF This document Is solelv for the HUNTING £IEAQi. official bu M&6?A ...99 pt-Govemnunt AgeW or Huntington Ber.r:ch,as contem- CONNIE 13ROCKWAY CITY OF HUNTINGTON BEACH r_'aS- wd under Ornr mment Code a✓o-le 15roc way. lEy—Clerk [a13=kway.My lark Sac.6103 and;should be recorded free of charge. De y City Cler eaputy City e c 17r��L�- ►5�31 THIS ORIGINAL DOCUMENT WAS SCANNED AND ELECTRONICALLY RECORDED ON i RECORDING REQUESTED BY: MAR 2 3 1999 FIRST AMERICAN TITLE CO. ) AND WHEN RECORDED MAIL TO: ) Document No. City of Huntington Beach ) First American Title Insurance Co any 2000 Main Street ) Huntington Beach, CA 92648 ) Attn: City Clerk ) 11o5 R'7 (b m P35 (Space above for Recorder's use) This document is exempt from recording fees pursuant to Government Code Section 27383. DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY (RESALE RESTRICTIONS) THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY (the "Declaration" ) is made as of /� ��cC A� , -- 1999, by and between WL HOMES LLC, a Delaware limited liability company (the "Covenantor" ) , and THE CITY OF HUNTINGTON BEACH, a Z California municipal corporation (the "City" or "Covenantee") . a RECITALS PG Z F. Z fog A. Covenantor has received zoning approval from the City for the construction of one hundred forty-six (146) detached condominium units located on the northern and eastern corners of k° o Promenade Parkway and Seagate Drive in the City of Huntington Beach, as described in the "Legal Description of the Property" which is attached hereto as Exhibit "A" and incorporated herein by U<z : this reference (the "Property"') . F �O i �U B. City has, as a condition of such approval, required LWj "x Covenantor to subject each of the condominium units constructed on R U� � Zl✓ the Property to certain covenants, conditions, and restrictions . The execution and recordation of this Declaration is intended to �zy 'o fully satisfy that condition. 2 NOW, THEREFORE, the parties hereto agree and covenant as Hw Z ; follows : FQm 1 . Affordability Covenants. Covenantor agrees for itself and its successors and assigns, and every successor to Covenantor' s interest in the Property, or any part thereof, that for thirty (30) years from the date the first certificate of occupancy is issued for a condominium unit in the Property'At;he "Expiratiori -Date") : EVERY PAGE OF THIS DOCUMENT SHALL BE AFFIXED WITH THE SEAL OF ZI-M CITY OF This document Is soleiv for the HUNTINGTON BEACH. off iciai buiM6`6W613ffiiVh§..... Tait-Skernpt-Government Agency of Huntington Beach, as conterm- CONNIE BROCKWAY CITY OF HUNTINGTON BEACH p!ated under Government Code Connie re_- waity Clerk 1 C Ie Brockway,City jerk Sec. 6103 and should be recorded free of charge. BY Dep y City Clerk 96puty City Clerk (a) The Property shall only be owned and occupied by Covenantor or by "Moderate Income Households . " Moderate Income Households shall mean persons or families earning not more than One Hundred Twenty Percent (120%) or less of the Orange County median income, adjusted for appropriate family size, as published by the United States Department of Housing & Urban Development or established by the State of California, pursuant to Health and Safety Code Section 50093 , or a successor statute . (b) The Property shall only be sold at an "Affordable Housing Cost" to Moderate Income Households . Affordable Housing Cost shall mean the permitted gross sales prices of the condominium units as set forth in the Affordable Housing Price/Income Guidelines or successor guidelines published, from time to time, by the City for such purpose. (c) The covenant contained in this Section 1 shall run with the Property and shall automatically terminate and be of no further force or effect upon the Expiration Date . 2 . Transfer of Property. No transfer of the Property shall occur until the City determines (a) that the proposed purchaser intends to occupy the Property as the proposed purchaser' s principal residence, (b) that the proposed purchaser is a Moderate Income Household, and (c) that the proposed transfer occurs at an Affordable Housing Cost . In the event that Covenantor (including successors and assigns) desires to sell the Property, Covenantor shall send written notice thereof to the City at the following address: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Director of Economic Development Within seven (7) days of receiving such notice, the City shall send Covenantor transfer application forms prepared by the City. Such forms shall contain a certification of the proposed purchaser' s intent with respect to his/her/its residency of the Property and his/her/its gross income, and an affidavit of the proposed purchaser disclosing and certifying the amount of the proposed purchase price. The City shall not be obligated to approve a transfer unless and until the proposed purchaser has submitted to the City such information and completed such forms . In the interest of expediting the close of escrow for such proposed transactions, the City shall reasonably approve or disapprove such submissions as soon as practicable after submission of such forms, and in no event later than fourteen (14) days after submission of a completed form. If the City fails to approve or disapprove a submission within such fourteen (14) day period, the City shall be deemed to have approved such transfer in accordance with the foregoing. Prior to conveyance of the Property, each approved 18324.181-3332.FCM 012199 -2- purchaser shall also submit to the City an executed disclosure statement which certifies that the purchaser is aware that the purchaser buying the Property may only sell the unit at an Affordable Housing Cost to a Moderate Income Household, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased, except as approved by the City in the case of hardship. Covenantor shall cooperate with the City in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the City in connection with only the Covenantor' s sale of the Property, provided that the Covenantor shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. THE COVENANTOR AND EACH SUCCESSOR, HEIR, OR ASSIGN OF COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR AND EACH SUCCESSOR, HEIR, OR ASSIGN OF COVENANTOR FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTLING THE TRANSFER PRICE, THE PRIMARY OBJECTIVE OF THE CITY AND THIS DECLARATION IS TO PROVIDE HOUSING TO MODERATE INCOME HOUSEHOLDS AT AN AFFORDABLE HOUSING COST. Co nantor' s Initia s The covenant contained in this Section 2 shall run with the Property and shall automatically terminate and be of no further force or effect upon the Expiration Date . 3 . Non-Discrimination Covenants . Covenantor covenants by and for itself, its successors - and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Covenantor itself 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 in the Property. Covenantor and its successors and assigns shall refrain from restricting the rental or lease (if permitted by Covenantor 18324.181-3332.FCM 012199 -3- and Covenantee) or sale of the Property on the basis of race, color, religion, sex, marital status, national origin, or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clause : (a) In deeds : "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, 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 and herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, that this lease is made and accepted upon and subject to the following conditions : "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, 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 premises 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, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferor himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use of occupancy of tenants, lessees, subtenants, sublessee or vendee of the premises . " Nothing in this Section 3 shall be construed to authorize the rental or lease of the Property or any condominium unit thereon, if such rental or lease is not otherwise permitted or approved in accordance with the terms and provisions- of this 18324.181-3332.FCM 012199 -4- Declaration. The covenants in this Section 3 shall run with the Property. 4 . Covenants Do Not Impair Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest . 5 . Covenants For Benefit of City. All covenants without regard to technical classification or designation shall be binding for the benefit of the Covenantee and such covenants shall run in favor of the Covenantee for the entire period during which time such covenants shall be in force and effect, without regard to whether the Covenantee is or remains an owner of any land or interest therein to which such covenants relate . The Covenantee, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any such action at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. 6 . Subordination. Notwithstanding any other provision hereof, the provisions of this Declaration shall be subordinate to the lien of the First Lender' s Deed of Trust and shall not impair the rights of the First Lender, or such lender' s assignee or successor in interest, to exercise its remedies under the First Lender' s Deed of Trust in the event of default under the First Lender' s Deed of Trust by the borrower. Such remedies under the First Lender' s Deed of Trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, the covenants of this Declaration shall be forever terminated and shall have no further effect as to the Unit foreclosed on or any transferee thereafter; provided, however, if the holder of such First Lender' s Deed of Trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the City and Covenantor have been given written notice of default under such First Lender' s Deed of Trust, and (ii) the City or Covenantor shall not have cured or commenced to cure the default within such 30-day period and given its firm commitment to complete the cure in form and substance acceptable to the First Lender. This Declaration shall not diminish or affect the rights of the United States Department of Housing and Urban Development ("HUD" ) , FNMA, or the Veterans Administration ( "VA" ) , as and if applicable, under the First Lender' s Deed of , Trust . 18324.181-3332.FCM 012199 -5- Notwithstanding any provision in this Declaration to the contrary, all of the provisions of this Declaration shall terminate and have no further force and effect upon the occurrence of one of the following events : (i) Title is acquired by HUD, VA, FNMA or another party upon foreclosure of a deed of trust insured by HUD or guaranteed by VA; (ii) Title is acquired by HUD, VA, FNMA or another party by a deed in lieu of foreclosure of a deed of trust insured by HUD or guaranteed by VA; or (iii) a deed of trust insured by HUD is assigned to HUD. 7 . Deed of Trust. Each Unit in the Property shall be encumbered by a recorded deed of trust naming as beneficiary both the Covenantor and Covenantee . The deed of trust (a sample form is attached hereto as Exhibit "B" ) shall secure the obligation of each owner of a Unit to reimburse either the Covenantor or Covenantee, as appropriate, for any costs paid for from that certain WL Homes Trust Account, defined in the Reimbursement Agreement, dated Fe RuBM I LO , 1999, between WL Homes LLC and the City, to cure a def ult by such owner under a purchase money loan for the unit and/or deed of trust securing same. 8 . Counterparts . This Agreement may be executed in a number of counterparts, each of which shall be an original, but all of which shall constitute one and the same document . [Signatures and Jurats to follow] 18324.181-3332.FCM 012199 -6- IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date set forth above. COVENANTOR: COVENANTEE: WL HOMES LLC, CITY OF HUNTINGTON BEACH a Delaware limited liability a California municipal company corporation dba JOHN LAING HOMES (CALIFORNIA) By: By: L. EDGC MB Mayor Divisional President Orange County, California ATTEST: By: Connie Brockway MAR . NNE BR E City Clerk e By_ fu Deputy City Clerk APPROVED AS TO FORM: City 2orSi5 1--'�Tol REVIEWED AND APPROVED: City Atrministrator INITIATED AND APPROVED: �' " lv4t" Pla ning D ect r 18324.181-3332.FCM 012199 -7- STATE OF CALIFORNIA ) ) ss . COUNTY OF ORANGE ) On J-AN. Z2ND 1999, before me, the undersigned, a Notary Public in and for said State, personally appeared L. J. EDGCOMB and MARIANNE BROWNE personally known to me (a- ,-.a;owed *^ TM --32- -ing -,n;-s a ef g- - - - ) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the persons or the entities upon behalf of which the person acted executed the instrument . WITNESS my hand and official seal . B.GENNARO Comml*m#189� 94 NotW PubAo—coa om1io Sign ure of Notary Public MY Comm. curdys mar ,2000 (SEAL) STATE OF CALIFORNIA ) ss . COUNTY OF ORANGE ) On 1999, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the persons or the entities upon behalf of which the person acted executed the instrument . WITNESS my hand and official seal . Signature of Notary Public (SEAL) 18324.181-3332.FCM 012199 -8 CALIFORNIA ALL-PUPOSE ACKNOWLEDGMENTF • 7of County of On / before me, 10/ ) Date Name and Title of Officer(e.g.,"J ne e,Notary Public") personally appeared /' CJ7'PsPih �G! Name(s)of Signer(s) El personally known to me—OR—improved to me on the basis of satisfactory evidence to be the person(O whose nam s ' /ar' subscribed to the w In instrument and acknow ed me thaitefs e theexecuted the same i !1/their uthorized capacity )es and that by thei ignature(s)on the instrument the perso (�s , or the ntity upon behalf of which the pers90 acted, executed the instrument. ELIZAB=TH EHRING 'i Corrim'ssion# 1150021 t WITNESS my hand and official seal. Z,.� Notary Public-California ; , Z ri Orange County my Comm.=xpu-es Aug 29,2001 Signature of Nota Public 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 Attache Title or Type of Document: Document Date: r- Number of Pages: Signer(s)-Other Than Named Above: �� + 4 Capacit lies) laimed by Sign r s� Signer's Name: � (-�r Signer's Name: Individual ❑ Individual C-10Corporate Officer Corporate cer Title: Title( �s�: ❑ Partner—❑ Li reed- ❑ General C Partner—] Li ited General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee _ ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: Top of thumb here ] Other: Top of thumb here Signer Is Representing: Si ner Is Representing: 0 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1.800-876-6827 EXHIBIT "A" PROPERTY The Property shall mean and refer to that certain real property located in the City of Huntington Beach, County of Orange, State of California, more particularly described as : All of Tract 15531, as shown on a Map recorded in Book 771, Pages 26 to 32, inclusive, of Miscellaneous Maps, Records of Orange County, California. 18324.181-3332.FCM 012199 -9- Order No. Escrow No. !� Loan No. WHEN RECORDED MAIL TO: SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST WITH ASSIGNMENT OF RENTS (LONG FORM) This DEED OF TRUST,made ,between herein called TRUSTOR, whose address is FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and WL HOMES LLC, a Delaware limited liability company, dba JOHN LAING HOMES (CALIFORNIA) and THE CITY OF HUNTINGTON BEACH, a California municipal corporation, herein called BENEFICIARIES, 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 $ ,with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, (2)the performance of each agreement of Trustor incorporated by reference or contained herein 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. A. To protect the security of this Deed of 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 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 permit 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 under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such 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 of title 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 foreclose this Deed. EXHIBIT "B" (CONTINUED ON NEXT PAGE) 1193(t/94) 18324.181-3405.FC14 121798 Page lof4 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 costs, fees and expenses of this 'Trust. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or 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 some 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 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 of damages 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 data, Beneficiary does not waive his right either to require prompt payment when due of all 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 or plat 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, The 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 confers 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 Trustor in payment of any indebtedness secured hereby or in 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 by 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 attorney's fees,upon any indebtedness secured hereby,and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection 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 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 t0 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 (CONTINUED ON NEXT PAGE) 1193(1/94) 19324.151-240s.PCM 121798 Paget of Ex141BIT "A" PROPERTY The Property shall mean and refer to that certain real property located in the City of Huntington Beach, County of orange, State of California, more particularly described as : All of Tract 15531, as shown on a Map recorded in Book 771, Pages 26 to 32, inclusive, of Miscellaneous Maps, Records of orange County, California. r 3eo"eA/ P1,4Wn; Counci!/Agency Meeting Held: I(o 9k �Gb•%� 7rred/Continued to: Approved Conditionally Approved ❑ Denied. / it Clerk's Signature I- 8 Council Meeting Date: November 16, 1998 Department ID Number: CD98-50' CITY OF HUNTINGTON BEACH REQUEST FOR ACTION Y SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS - C-) SUBMITTED BY: RAY SILVER, City Administrator,vie/ PREPARED BY: HOWARD ZELEFSKY, Planning Director h 77 - _:.: DAVID BIGGS, Economic Development Directo0�1 SUBJECT: REVISE THE AFFORDABLE HOUSING COVENANT FOR THE PROMENDADE AND CAPE ANN PROJECTS IN HOLLY SEACLIFF Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis, Environmental Status,Attachment(s) Statement of Issue: Transmitted for your consideration is a request by The Olson Company and John Laing Homes to modify the City's standard affordable housing covenant for their projects, Promenade and Cape Ann, respectively. The modification would add a subordination clause such that in the event of a foreclosure the affordability restriction would no longer apply to the foreclosed unit. To stem the potential loss of an affordable unit due to the proposed subordination clause, staff recommends that an escrow account be established by the developers. Funds in the account would be used to cure a loan in the event of a foreclosure so that the affordability restriction remains in place. In addition, staff is recommending that a zero-balance second deed of trust be recorded on each unit to further insure that properties remain in the affordable housing pool. Staff recommends that the City Council review the. alternatives that address.this issue and direct staff to revise the affordable housing covenants for review and approval at a future City Council meeting. Funding Source: Not applicable. . Recommended Action: Motion to: "Direct staff to revise the affordable housing covenant for the Promenade and Cape Ann projects to include a subordination clause and provisions for an escrow account and a zero- balance second deed of trust and present it a future City Council meeting for review -and approval." _ t% REQUEST FOR ACTION MEETING DATE: November 16, 1998 DEPARTMENT ID NUMBER: CD98-50 Alternative Action(s): The City Council may make the following alternative motion(s): 1. (Applicant's Preferred Alternative) "Approve the concept of a subordination clause with no other provisions and direct staff to prepare a revised covenant for approval at a subsequent City Council meeting." 2. "Deny the concept of a subordination clause and direct staff to not change the affordable housing covenants." Analysis: A. PROJECT PROPOSAL: Applicant: The Olson Company, 3010 Old Ranch Parkway Ste. 400, Seal Beach, CA 90740 and John Laing Homes, 19600 Fairchild,.Ste. 150, Irvine, CA 92612 Location: The Promenade project is located at the northwest and southwest corners of Main St. and Promenade Pkwy. The Cape Ann project is located at the southeast corner of Promenade Pkwy and Seagate Dr. The Olson Company and John Laing Homes request to modify the City's standard affordable housing covenant for their projects, Promenade and Cape Ann, respectively. The modification would add a subordination clause such that in the event of a foreclosure the affordability restriction would be subordinate to the. first deed of trust, i.e. the affordability restriction would no longer apply to the foreclosed unit (Attachment No. 2). The catalyst for the request was the refusal of Fannie Mae to approve the two projects with the covenant as written. Fannie Mae will not agree to any restrictions on the re-sale of foreclosed units in the two projects because: 100 percent of the units are affordable, there is no financial participation on the part of the City and the projects are condominiums. Given these three conditions, Fannie Mae believes that its exposure to risk would be too high. Fannie Mae's approval is critical in obtaining favorable financing and is generally regarded as an industry standard which almost all lenders require. As such, the applicants have indicated that any financing that the buyers would have access to without the subordination clause would be at higher interest rates and defeat thel purpose of providing affordable housing. CD98-50 -2- 11/09/98 2:44 PM REQUEST FOR ACTION MEETING DATE: November 16, 1998 DEPARTMENT ID NUMBER: CD98-50 B. BACKGROUND The Affordable Housing Plan for Holly Seacliff requires that 15 percent of the units built within the Specific Plan area be affordable to moderate income households for a period of 30 years. The Promenade and Cape Ann projects were approved as 100.percent affordable projects. They are intended to meet the affordability requirements for most of the other residential projects in Holly Seacliff that have been approved and/or constructed in the last two years including the Peninsula tracts, The Bluffs, St. Augustine, the tracts in the Seagate development and the yet to be constructed Greenbriar and Montecito. Attachment No. 3 provides a current summary of affordable housing in Holly Seacliff. The Promenade project was approved in October 1997 by the Planning Commission. It consists of 80 attached townhouse-style condominiums with two and three bedrooms. Cape Ann was approved February 1998 by the City Council on appeal. It consists of 146 detached condominiums with three and four bedrooms. Both projects are under construction. As moderate income projects, all units must be affordable to households earning no more than 120 percent of the Orange County median income. For a four person household this is the equivalent of $78,960 in annual gross income. The maximum sales prices of these units are determined by the City of Huntington Beach. Approved maximum sales prices for the Promenade- project range from $244,500 to $274,500. The Olson Company .has taken reservations on its first three phases (a total of 43 units). Prices have increased in each phase, with first phase prices ranging from $187,990 to $219,990 and third phase prices ranging from $203,990 to $236,990. The Cape Ann maximum prices are $303,900 to $329,300. John Laing Homes has recently released its first phase for sale, with prices ranging from $235,990 to $285,990. Pursuant to the City's requirements, each project is required to have a covenant recorded on the property indicating the 30-year affordability restriction and the rules pertaining thereto. This covenant is a standard form developed by the City and approved by the City Council approximately two years ago. It has been successfully used on other projects throughout the city. Conditions of approval for both projects require that their covenants be recorded prior to final inspection of any production unit (excludes the model homes). The Olson Company's covenant was approved by the City Council on July 6, 1998 and was subsequently recorded. John Laing Homes does not have an approved covenant. CD98-50 -3- 11/09/98 2:44 PM REQUEST FOR ACTION MEETING DATE: November 16, 1998 DEPARTMENT ID NUMBER: CD98-50 C. STAFF ANALYSIS AND RECOMMENDATION: The purpose of the affordable housing requirement is to ensure that a certain amount of units remain affordable to residents of Huntington Beach for a 30-year period. When the two developers approached staff to modify the standard housing covenant, staff"indicated that the loss of affordable units due to foreclosure and the proposed subordination clause was not consistent with the requirement to keep the units affordable for 30 years. Staff requested that the developers explore several alternatives that would assist in protecting the affordable housing inventory such that there was no net loss of affordable units. These are presented below as Alternatives 3-5. Alternative 1 is what the developers originally requested; the second Alternative is a spin-off of the first. Alternative 1: Allow the subordination clause with no other requirements In the event of foreclosure, this clause subordinates the City's affordability requirements to the lien on the property. The result is that the affordability requirement is terminated after a foreclosure. The subordination clause provides for the City to receive written notice of a default and allows for the City to financially participate to cure or commence to cure the default in 30 days. This clause is standard in the industry and acceptable to Fannie Mae. It has also been used on two low income projects in the City that were assisted with redevelopment funds. Staff does not support this alternative for three reasons. First, it does not provide adequate protection for the affordable housing inventory. Second, although the City would have the option to cure the default, the City does not currently have such a program established. Finally, use of funds for upper moderate housing is..contrary to City and Agency policy. Alternative 2:. Have the Redevelopment Agency participate financially in the event of foreclosure This alternative is a direct result of provisions in the subordination clause which allow the City to cure the default. The Redevelopment Agency could provide monies to bring a loan current, or to buy the unit and then re-sell it. The estimated cost to the Agency for one moderate income unit is $22,000-$26,000. This amount is the estimated cost to cure the default and includes fees and back payments to the lender. Although, the Agency has participated financially in other projects, they have typcially been low income rather than moderate income projects. Staff believes that the Agency's financial participation is not consistent with the Redevelopment Agency's available funds or standard practice of assisting low income projects and that the onus of maintaining the affordable housing inventory is the responsibility of the developers. CD98-50 -4- 11/09/98 2:44 PM REQUEST FOR ACTION MEETING DATE: November 16, 1998 DEPARTMENT ID NUMBER: CD98-50 Alternative 3: Allow a certain number of units in the Cape Ann and Promenade projects to be sold at market prices and make up the difference elsewhere in Holly Seacliff As indicated in the Project Proposal section of this report, one of the reasons for Fannie Mae's rejection of these two projects is that they are 100 percent income restricted. Staff has indicated that it would support a proposal to reduce the number of affordable units in each project to address Fannie Mae's issue and eliminate the need for the subordination clause. In turn, the developers would guarantee that the balance of affordable housing units is provided elsewhere in Holly Seacliff. This alternative is consistent with staffs original conversations with Seacliff Partners and PLC during which they were encouraged to not concentrate all of the affordable housing units in one or two projects. The developers have indicated that this alternative is not viable for them because they do not have an interest in any other Holly Seacliff property and that the timing to gain approval for this arrangement would be detrimental to the Promenade and Cape Ann projects currently under construction.. Alternative 4: Designate additional housing units as affordable to moderate income buyers elsewhere in Holly Seacliff Staff suggested that the developers work with PLC to secure additional units (based on average foreclosure rates) as affordable to offset the potential loss. This would allow the inclusion of the subordination clause but protect the number of affordable units. Staff indicated that the additional units could be provided in any of the future projects in Holly Seacliff. The developers are not interested in this alternative because it restricts PLC's flexibility on other projects, and they believe the timing is not conducive to their current developments. Alternative 5: Establish a developer-funded escrow account that would be used to cure loans that go into default and record a zero-balance second deed of trust on each unit This alternative serves the same purpose as Alternative 2 but would not require the use of public funds to maintain the inventory of moderate income units. A separate escrow account would be established for each project and would be mananged by Economic Development staff. In the event of default, monies from the account could be used to cure a loan rather than allow a unit to go into foreclosure. This alternative would also give each develper the option to cure the loan rather than using the escrow account funds. In recent meetings with the developers staff expressed concern that, in a worst case scenario, a unit could be substantially encumbered over the potential resale amount for a unit given the affordability restriction and the limits on income. This can occur when a recorded affordability covenant is overlooked or ignored by a seller or a lender. The idea of a zero-balance second deed of trust was explored as a means to assure that sellers and CD98-50 .-5- 11/09/98 2:44 PM REQUEST FOR ACTION MEETING DATE: November 16, 1998- DEPARTMENT ID NUMBER: CD98-50 lenders are cognizant of the affordability covenant and to help assure the preservation of the affordable housing stock being generated through these two projects. The concept of a developer-funded escrow account with a zero-balance second deed of trust is supported by staff and is the recommended solution. It is also supported by the applicants, although both prefer Alternative 1. Exact details of this solution have not yet been resolved, and pursuant to City Council direction, staff will bring a revised covenant to a future City Council meeting for review and approval. A final alternative is for the City to not modify the affordable housing covenant in any way. The developers have indicated that this would result in higher interest rates for buyers and make it more difficult for buyers to qualify for loans. To counter this, the developers do have the option of lowering the sales prices of the homes. The developers may also be forced to work with PLC to arrive at other solutions which do not involve the City. Environmental Status: The subject request is not subject to the California Environmental Quality Act pursuant to Section 15061 (b) (3). Attachment(s): City Clerk's Page NumberNo. Description 1. City's Standard Affordable Housing Covenant 2. Draft Subordination Language for Affordable Housing Covenant 3. Summary of Affordable Housing in Holly Seacliff CD98-50 -6- 11/09/98 2:44 PM «mom�\ �»»�;gg :k \ - \� «�\ . . y © « . 0 DECLARATION OF CONDITIONS. COVENANTS AND RESTRICTIONS FOR PROPERTY (RESALE RESTRICTIONS) RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) (Space above for Recorder's use.) THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY(the "Declaration") is made by and between (the "Covenantor") and THE CITY OF HUNTINGTON BEACH, a California Municipal corporation (the"City") or"Covenantee") as of the date set forth below. RECITALS A. Covenantor has received preliminary zoning approval from the City for the construction of residential housing units, pursuant to which the Covenantor is required to subject certain of its approved units described in the"Legal Description of the Property" (which is attached hereto as Exhibit "A" and incorporated herein by this reference) to certain covenants, conditions and restrictions. NOW, THEREFORE, the parties hereto agree and covenant as follows: 1. Affordability Covenants. Covenantor agrees for itself, and its successors and assigns, and every successor to Covenantor's interest in the Property, or any part thereof that for thirty(30)years from the date a certificate of occupancy is granted for the Property described on Exhibit "A" (the"Expiration Date"): (a) The Property shall only be owned and occupied by Covenantor or by other persons or families of Income." " Income" shall mean persons or families earning Percent (___%o) or less of Orange County median income, adjusted for appropriate family size. 1 4:M i se:Resat e\1013/9 5 RLS 95-406 (b) The Property shall be kept available at Affordable Housing Cost (as defined below) to the Covenantor or other persons or families of income. Affordable Housing Cost shall mean, as to each person or family of income, that purchase price which would result in monthly housing payments which do not exceed an amount under any currently prevailing conventional home mortgage lending rates applied by any reputable institutional home mortgage lender, or the lending rates of any government-subsidized or special mortgage program for which such person or family qualifies and has obtained a first trust deed loan, which do not exceed percent (_%o) of Percent (___21o) of the Orange County monthly median income for those persons and families of income (as determined by the United States Department of Housing and Urban Development) earning between Percent (__%) and Percent (`_/O) of the monthly median income of any person or family of income which earns more than Percent L-6) and not more than ' Percent L_%) of the Orange County median income. (c) The covenant contained in this Section 1 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 2. Transfer of Prot)ertv. No transfer of the Property shall occur until the City determines (a) that the proposed purchaser intends to occupy the Property as the proposed purchaser's principal residence, (b) that the proposed purchaser is a person or family of income, (c) that the proposed transfer occurs at an Affordable Housing Cost. The City shall not be obligated to approve a transfer until and unless the proposed purchaser has submitted to the City such information and completed such forms as the City shall request to certify the proposed purchaser's intent with respect to its residency of the Property and its gross income, and the proposed purchaser has submitted an affidavit disclosing and certifying the amount of the proposed purchase price. Prior to conveyance of the Property, each approved purchaser shall submit to the City an executed disclosure statement which certifies that the purchaser is aware that the purchaser buying may only sell the unit at an Affordable Housing Cost to a income person or family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. Covenantor shall cooperate with the City in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the City in connection with the Coverantor's original sale of the Affordable Unit, provided that the Covenantor shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. THE COVENANTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR LiARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN 2 4:.Misc:Reza1c\10/3/95 RLs 95-406 THE SAME MANNER AS OTHER SIMMAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF COVENANTOR FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS OR FAMILIES AT AN AFFORDABLE HOUSING COST. Covenantor Initials The covenant contained in this Section 2 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 3. Non-Discrimination Covenants. Covenantor covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Covenantor itself 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 in the Property. Covenantor and its successors and assigns, shall refrain from restricting the rental or lease (if permitted by Covenantor) or sale of the Property on the basis of race, color, religion, sex, marital status, national. origin 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 convenants by and for himself or . herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, 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, sublessee or vendees in the land herein conveyed. The foregoing convenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: 3 4:Misc:Resale\10/3/9 S RLs 95-406 "There shall be no discrimination against or.segregation of any person or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, 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 premises 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, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person clainung under or through him or her, 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, sublessee or vendees of the premises." Nothing in this Section 3 shall be construed to authorize the rental or lease of the Property if such rental or lease is not otherwise permitted. The covenants in this paragraph 3 shall run with the land in perpetuity. 4. ' Covenants Do Not Impair Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 5. Covenants for Benefit of Citv. All covenants without regard to technical classification or designation shall be binding for the benefit of the Covenantee and such covenants shall run in favor of the Covenantee for the entire period during which such covenants shall be in force and effect, without regard to whether the Covenantee is or remains an owner of any land or interest therein to which such covenants relate. The Covenantee, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any action at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. 4 4:Misc:Resa1e\I OnI95 RLS 95-406 IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of , 19_ COVENANTOR: COVENANTEE: THE CITY OF HUNTINGTON BEACH, a California municipal corporation By Mayor Its ATTEST: By City Clerk Its APPROVED AS TO FORM: City fia is 3�5 INITIATED AND APPROVED: REVIEWED AND APPROVED: Director of Community Development City Administrator 5 4:Misc:Resale\10/3/95 RLS 95406 AT T ACHMENT 2 6 . Subordination. Notwithstanding any other provision hereof, the provisions of this Declaration shall be .subordinate to the lien of the First Lender' s Deed of Trust and shall not impair the rights . of the First Lender, or such lender' s assignee or successor in interest, to exercise its remedies under the First Lender' s Deed of Trust in the event of default under the First Lender' s Deed of Trust by the borrower. Such remedies under the First Lender' s Deed of Trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, the covenants of this Declaration shall be forever terminated and shall have no further effect as to the Unit foreclosed on or any transferee thereafter; provided, however, if the holder of such First Lender' s Deed of Trust acquired title to. the Property pursuant to a deed or assignment in lieu of foreclosure, this Declaration shall automatically terminate upon such acquisition of title, provided that (i) the City has been given written notice of default under such First Lender' s Deed of Trust, and (ii) the City shall not have cured or commenced to cure the default within such 30-day period and given its firm commitment to complete the cure in form and substance acceptable to the First Lender. This Declaration shall not diminish or affect the rights of the United States Department of Housing and Urban Development ( "HUD") , FNMA, or the Veterans Administration '( "VA" ) , as and if applicable, under the First Lender' s Deed of Trust. Notwithstanding any provision in this Declaration to the_ contrary, all of the provisions of this Declaration shall terminate and have no further force and effect upon the occurrence of one of the following events : (i) Title is acquired by HUD, VA, FNMA or another party upon foreclosure of a deed of trust insured by HUD or guaranteed by VA; (ii) Title is acquired by HUD, VA, FNMA or another party by a deed in lieu of foreclosure of a deed of trust insured by HUD or guaranteed by VA; or (iii) a deed of trust insured by HUD is assigned to HUD. s �r SUMMARY OF AFFORDABLE HOUSING IN HOLLY SEACLIFF Total Market Affordable Project Name Units Rate Units Units Developer Approved Projects 1 Belmont 98 98 - PLC 2 Bluffs 85 85 - Polygon/Manning Homes 3 Cape Ann 146 - 146 John Laing Homes 4 Greystone Keys 150 127 23 Greystone Homes 5 Lyon Shores 90 90 - Wm. Lyon Homes 6 Pacific Landing 29 24 5 Heritage Communities 7 Port Ivy 83 83 - Taylor Woodrow 8 Promenade 80 - 80 The Olson Co. 9 Riviera 101 101 - Shea Homes 10 Sandpiper 81 81 - Rielly Homes 11 Sea Country 63 63 - SeaCountry Homes 12 St. Augustine 71 71 - Christopher Homes 13 Turnberry 79 79 - Polygon 14 Westport 126 126 - Lennar Homes AppcoyedTotal 1�2$2 1,'028y 254y x r. Future Projects 15 Cove 150 150 - PLC 16.Greenbriar 70 70 - PLC 17 Holmby Place 164 164 - PLC 18 Montecito 91 91 - PLC 19 Seacliff Village 78 66 12 Shea 20 Miscellaneous 40 - 16 PLC ProposedTotal a y:��593 541 � 28 s Holly Seacliff Total 1,876 1,569 282 y AFFORDABLE REQUIREMENT, OF 15% OF 1,875 TOTAL UNITS = 282 Community Development Dept. 11/9/98 RCA ROUTING SHEET INITIATING DEPARTMENT: Planning SUBJECT: Affordable Housing Covenant for the Promenade and Cape Ann Projects in Holly Seaclif COUNCIL MEETING DATE: November 16, 1998 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Not Applicable Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable . Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FOR DED' Administrative Staff ( ) ( ) Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) City Clerk ( ) EXPLANATION`FOR`RETURN OF ITEM: Only)(Below Space For City Clerk's Use RCA Author: HZ:MBB:kl Affordable Housing Covenant for Promenade and Cape Ann Projects REQUEST • Developers request to modify City's standard affordable housing covenants. • Add a subdivision clause so that in the event of foreclosure, the affordability restriction would no longer apply. • Request due to Fannie Mae's denial of both projects. BACKGROUND • Projects are located in Holly Seacliff and approved for a total of 226 units. • Projects are: • 100% affordable to moderate income buyers • Required to-remain affordable for 30 ' years • Affordability insured through covenant recorded on the property ANALYSIS • Possible loss of affordable units due to foreclosure is not consistent with City goals. • Staff recommends alternatives other than just the subordination clause be considered. • Six alternatives considered ranging from no change to the covenants to Redevelopment Agency financial participation to Developer securing additional units now. 2 ANALYSIS (cont'd) • Recommended Alternative: • Establish developer funded escrow account to cure loans that go into default. • Record a zero-balance second deed of trust. • Provides opportunity to keep units affordable in event of foreclosure and will allow the projects to obtain Fannie Mae approval. RECOMMENDATION • Staff recommends that City Council direct staff to revise the affordable housing covenant for the two projects to include the subordination clause and provisions for an escrow account and a zero-balance second deed of trust and present it a future City . Council meeting for review and approval. Recording requested by, and — when recorded, mail to: i Recorded in the County of orange, California Gary L. Granville,IIIIIIIIIIIIIIIIIerk/RN� Fee City of Huntington Beach IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 2000 Main street 19970666013 0914dm 12/29/97 Huntington Beach, CA 92648 005 12032009 12 63 Attn: City Clerk C15 20 6.00 57.00 0.00 0.00 0.00 0.00 CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND If THE ASSUMPTION OF RIGHTS, DUTIES AND OBLIGATIONS BY AND BETWEEN THE CITY OF HUNTINGTON BEACH, JOHN LAING HOMES (CALIFORNIA), INC., AND PLC L� WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (Agreement) by and between the City of Huntington Beach, a municipal corporation("City"), and Pacific Coast Homes, a California corporation, and Garfield Partners, a California corporation, was recorded in the Official Records of Orange County, California as Document No. 90-599766; and Portions of the property covered by the Agreement were thereafter sold to PLC, a California general partnership (hereinafter, "Developer"), and a portion to MS Vickers II, L.L.C., a Delaware limited liability company along with an assignment of the rights, duties and obligations under the Agreement; and Developer wishes to sell a portion of the Property, as described in the legal description and sketch attached hereto as Exhibits "A-l"and"A-2,"respectively, to John Laing Homes (California), Inc., hereinafter referred to as the"Buyer"; and The Agreement provides in part at Paragraph 4.2 that: Prior to making the dedications and improvements required herein, Developer may sell, assign or transfer the Property in whole or in part with the consent of the City, such consent not to be unreasonably withheld. City's consent will not be required if such assignment is made to an affiliate of Developer. Any purchaser, assignee or transferee shall have all of the rights, duties and obligations arising under this Agreement insofar as such rights, duties and obligations are applicable to the Property or portion thereof purchased, assigned or transferred; and The City is willing to consent to the sale of the Property and to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyer, and Buyer Tax-Exempt-Government Agency This document is solely for the 4/s:GA-Agree:Consent:Laing CITY OF I-IUNT!NGTON BEACH official business of the City RLs 97-851 of llu~t r.-- :;,,n. '.e:ach, as contem— tie 13rodrvay, CMC 11/4/97 C;ty ler ��= d �'Yttiant Code te iii: ,.-.. :�� ... r By, Sec. 6103 and should be recorded eputy City Clerk free of char-n. wishes to memorialize their acknowledgment of all their respective rights, duties and obligations they shall assume upon the sale of the Property and assignment of the Agreement; NOW, THEREFORE,the City, Developer and Buyer do hereby agree and acknowledge as follows: I. CONSENT TO SALE OF PROPERTY The City hereby consents to the sale of the Property to Buyer. 2. CONSENT TO ASSIGNMENT The City hereby consents to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyer; subject to the terms and conditions set forth herein. 3. ACKNOWLEDGMENT OF RIGHTS, DUTIES AND OBLIGATIONS The Buyer hereby acknowledges that by accepting this assignment, it accepts all of the rights, duties and obligations arising under the Agreement insofar as such rights, duties and obligations are applicable to the Property or portion thereof purchased, assigned or transferred. 4. INCORPORATION OF EXHIBITS Attached hereto and incorporated by this referenced as though fully set forth herein are the following exhibits: A-1: Legal Description and Sketch of the Property known as Parcel F. A-2: Legal Description and Sketch of the Property known as Parcel G. B: Clarification of Development Agreement Rights and Duties. 5. RELEASE OF DEVELOPER The City acknowledges that upon acceptance of the assignment of the rights, duties and obligations under the Agreement by Buyer as provided above, Developer shall have no further obligations with respect to the Property arising out of any acts, omissions, or events occurring subsequent to the effective date of the transfer, except for those specific obligations retained by Developer as identified in Exhibit B and Paragraph 6 below. 6. COMPLETION OF DEVELOPMENT AGREEMENT OBLIGATIONS. The consent hereby given is expressly conditioned upon the items stated above, and the completion of all of the following items: 2 4/s:G:4-Agree:Consent:Laing RLS 97-551 11/4/97 a. All terms and conditions of the Holly Seacliff Development Agreement No. 90-1, not explicitly defined within Exhibit B shall continue to be the responsibility of PLC; and b. PLC shall be responsible for construction of all infrastructure in conformance with pages 20 and 21 of the Holly Seacliff Development Agreement No. 90-1 and further clarified by PLC in their letter to the City, dated May 7, 1996. C. The Buyers shall pay the Library Development Fee pursuant to Huntington Beach City Council Resolution 96-71 for all of their building permits in accordance with Ordinance No. 3344. IN WITNESS WHEREOF, the parties hereto have executed this Certificate by and through their authorized officers on the date first above written. BUYER: CITY: JOHN LAING HOMES (CALIFORNIA), CITY.OF HUNTINGTON BEACH INC., a California corporation a California municipal corporation By: Mayor Name: . 1 Car»fj (Type or Print) ATTEST: Its(circle on Chairman of the Board ii)Presid nt(iii)Any ice President City Clerk And APPROVED AS TO FORM: By: Name: 7 tJ EA LEssistant Secretal IEWE3 C' tto ey (Type or Print) (� '7 _. lz-3-r7 Its: (circle one)(i)Secretary(ii)A A AND APPROVED: (iii)Chief Financial Officer(iv)Any Assistant Treasurer City Administrator INITIATED AND APPROVED: Director of Co unity Development SIGNATURES CONTINUED ON NEXT PAGE 3 41s:GA-Agree:Consent:Laing RLS 97-851 11/4/97 DEVELOPER: PLC, a California General Partnership By: T/L Huntington Beach, L.L.C. (comprised of PLC Holdings, a California a Delaware limited liability company general Partnership; and T/L Huntington (general partner of PLC) Beach L.L.C., a Delaware limited liability company By: Lennar Huntington Beach, Inc. a Californ*cor7poion(managing By: PLC Holdings, a California general member oington Beach L.L.C.) partnership (general partner of PLC) By: By: Paclaco, Inc., a California corporation (general partner of PLC Holdings) Name: I 16(v N P1, Jn FF9 Type or Print) Its (circle one)(i)Chairman of the Board B (ii)President(iii)Any ice Presid Name: G 0 P m J D/y (Type or Print) Its(circle one)(i)Chairman of the B By: (ii)President(iii)An ice President Name: R C C 11(}Er i&V And (Type or Print) Its(circle one)(i)SecretT ii An Assistant Secretary(iii) ief Financial Officer )Any By: R!S jbPHA?/? C•- Gz l/9 Q.S' Assistant Treasurer Name: JA- (Typ e or Pri Its: (circle one)(i Secretary ii)Any Assistant Secretary: (iii)Chief Financial icer(iv)Any Assistant Treasurer 4 4/s:G A-Agree:Consent:Laing RLS 97-851 11/4/97 CALIFORNIA ALL-PURPA ACKNOWLEDGMENT • State of County .00ff� On 199 7 before me, Dated Name and Title of Officer(e. .,"Jane Doe,Notafy Public") personally appeared / Name(s)of Signer(s) Cvpersonally known to me— to be the person(s) whose name(s) is ar ubscribed to the within instrument and acknowledged to me that he/sh he xecuted-the same in his/her heir uthorized capacity(ies),and that by his/her heir ignature(s) on the instrument the person(s), KAtlilEN;ti or the entity upon behalf of which the person(s) acted, ��#`��➢' i executed the instrument. ;tiAy.�orYun:lrxpi^esitjig 1520f31 WITNESS my hand and official seal. Signature of Notary Public 1 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: Document Date: Number of Pages: 40im2- Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑/Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited C General ) ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee _ ❑ Trustee _ Guardian or Conservator ❑ Guardian or Conservator , Other: Top of thumb here ❑ Other: Top of thumb here l Signer Is Representing: Signer Is Representing: 1 0 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 IN A M E RI 4_ STATE OF CALIFORNIA }ss. COUNTY,OF On Jjo� 7. If F before me, Roberta M. Kom , personally appeared is R 6 H Pr M ,j ONF1 personally known to me (or proved to be the person(s) whose name(s) i are subscribed to the within instrument and acknowledged to me that h �theexecuted the same in h' �/theiauthorized capacity(ies), and that by h' ei ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS nd and official seal. Signature_ -� ROBERTA M. KERN COMM. #1119189 r' NOTARY PUBLIC-CALtFORNIA ORANGE COUNTY My Comm.Expires Dec.6,2000 (This area for official notarial seal) Title of Document Date of Document r 6 No. of Pages Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company Z A M E RI 0 } STATE OF CALIFORNI }ss. COUNTY OF_ � } On ilh % , /94' 7 , before me, RO personally appeared Ph ! personally known to me ( o be the person(s) whose name(s) ' are subscribed to the within instrument and acknowledged to me that h he executed the same in hi otheiauthorized capacity(ies), and that by hia/ , 0eirignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS nd and official seal. Si natu J ROBERTA M. KERN comm. #1119189 r► NOTARY PUBLIC-CALIFORNIA Zq ORANGE COUNTY My Comm.Expires Dec.8,2000 (This area for official notarial seal) Title of Document ,C) 'ot_ ¢ la.- Date of Document No. of Pages Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company CALIFORNIA ALL-PURPOR ACKNOWLEDGMENT State of County of Aia ,mJ On Z2c�``/G , 11 c/7 before me, Date Cl Name and Title of Officer(e.g.,"4gne Doe,Notary Publicig personally appeared A" , Name(s)of Signer(s) ersonally known to me— t the person( whose nameM is4Fe subscribed to the within instrument and acknowledged to me that# she/t+iey,executed the MAYBRiCE.L-HENRY same in hWherA4eif authorized capacityoes);and that by ) (Cornmission 1157474' ,2 h WherMeirsignature(s3 on the instrument the person(*, a NotaryRu5lc-Calonia or the entity upon behalf of which the person( acted, ) Orange County executed the instrument. "My Comm.'Expires Oct 2,2001 WITNESS my hand and official seal. Signature of Notary P 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: i ¢ a...o Document Date: Number of Pages: Signer(s).Other Than Named Above: ) Capacity(ies) Claimed by Signer(s)'`"""� Signer's Name: Signer's Name: ❑ Individual ❑ Individual Corporate Officer :1 Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General :1 Partner=❑ Limited ❑ General ❑ Attorney-in-Fact :1 Attorney-in-Fact ❑ Trustee _ ❑ Trustee _ El Guardian or Conservator ❑ Guardian or Conservator L"Other: a.tg9+/ Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: 0 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOR ACKNOWLEDGMENT MAYBRICCommission L HENRY. Cp!'ntnission#11574T4 z State of y 1Noto y Public-Caliliomia• Orange County County of MYComm.Wres Oct 2.2001 On /7, /4 97 before me, off- � �• l Date _ Name and.Title of Off car 1P n CAnb Doe Notary Publ ' , personally appeared y Name(s)of Signer(s) ersonally known to me— to be the personM 1 whose name(e) is4m subscribed to the within instrument and acknowledged to me that-he/she" executed the N1AY812iCE k.HENRY same M44s4flerti%heir authorized capacity", and that by "Commission#1157474 t Nher #er+ signatures) on the instrument the person(e�, Notary Public-California. ; or the entity upon behalf of which the person(e}acted, Z Orange County executed the instrument. my Comm.Expires Oct 2,2001 WITNESS my hand and official seal. Signature of Notary Pulf 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 Docu ent: dX ar,.X - - pct'g.,,m.r!�°4 fie. a-4 PLC Document Date: Jy/i SA7 Num er of Pages: Signer(s) Other Than Named Above: C Ca acit ies Claimed b Signer(s) UJ P Y� ) Y Signer's Name: l Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited C General ❑ Attorney-in-Fact ❑ Attorney-in-Fact C Trustee ❑ Trustee _ C Guardian or Conservator ❑ Guardian or Conservator - ther: > d✓ Top of thumb here ❑ Other: Top of thumb here I Signer Is Representing: Signer Is Representing: 0 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 v Reorder:Call Toll-Free 1-800-876-6827 w- 4 _ TVx- EXHIBIT A-1 LEGAL DESCRIPTION �p�tzGEl. F That portion of the Southwest Quarter of Section 33. Township 5 South. Range l I West. in the Rancho Las Bolsas, in the City of Huntington Beach. County.of Orange. State of California. as shown on a map filed in Book 51. Page 13. of Miscellaneous Maps, in the office of the County Recorder of said County. described as follows: Beginning at a point in the Southerly line of said Southwest Quarter, said Point being South 89"42'38" East 705.06 feet along said Southerly line from the Southwest corner of the Southeast Quarter of said Southwest Quarter as shown on the map of Tract No. 14662 filed in Book 724. Pages 16 through 21. inclusive, of said Miscellaneous Maps; thence leaving said Southerly line North 00"1702" East, 360.67 feet; thence North 10"23'00" East. 130.36 feet; thence North 00"17'02" East, 182.49 feet; thence North 29100'00" West, 58.00 feet; thence North 61"00'00" East, 51.24 feet to the beginning of a tangent curve concave Northwesterly having a radius of 631.00 feet; thence Northeasterly 226.27 feet along said curve through a central angle of 19"54'51"; thence tangent from said curve, North 41103'09" East, 96.31 feet to the beginning of a tangent curve concave Westerly having a radius of 74.00 feet; thence Northerly 60.04 feet along said curve through a central angle of 46°29'12" to a tangent reverse curve concave Southeasterly having a radius of 48.00 feet; thence Northeasterly 63.74 feet along said curve through a central angle of 76104'43" to a tangent reverse curve.concave Northwesterly having a radius of 44.00 feet; thence Northeasterly 22.72 feet along said curve through a central angle of 29"35'31"; thence tangent from said curve, North 41°05'09" East, 31.07 feet to the beginning of a tangent curve concave Westerly having a radius of 29.00 feet; thence _Northerly 45.35 feet along said curve through a central angle of 90100'00"; thence. non-tangent from said curve. North 41003'09" East, 29.00 feet to the Northwesterly prolongation of the said Southwesterly boundary of said Tract No. 14662; thence along said Northwesterly prolongation and Southwesterly boundary, South 48154'31" East, 292.00 feet to the beginning of a tangent curve concave Southwesterly having a radius of 1,200.00 feet; thence Southeasterly 18.47 feet along said curve and along said Boundary through a central angle of 00"32'34"; thence leaving said boundary non-tangent and radial from said curve, South 41058'03" West, 29.00 feet to a point in the Easterly right-of-way of Gothard Street, being shown as 30.00 feet wide on the map of said Tract No. 14662; thence along said Easterly right-of-way line, South 00118'33" West. 38.03 feet "to a point distant thereon North 00118'33" East 754.73 feet from the intersection thereof With the Northwesterly right-of-way line of Main Street, as shown on said Map of Tract No. Revised: February 13. 1996 January 23, 1996 Page 1 of 2 W.O. 1438-3 H&A Legal No. 4001 Prepared By: B. Foss Ck'd by: H. Fossisa 14662." thence-- leaving said right-of-way North 89"41'06" West. 44.05 feet: thence South 29"16'44" West. 15.84 feet to a point on a non-tangent curve concave Southerly having a radius of 29.50 feet, a radial line to said point bears North 29"16'44" East; thence Westerly 14.91 feet along said curve through a central angle of 28"5749", thence, non-tangent from said curve. South 84"46'27" West. 20.71 feet: thence North 89"4 FOY West. 46.80 feet to the beginning of a tangent curve concave Southeasterly having a radius of 32.50 feet: thence Southwesterly 27.92 feet along said curve through a central angle of 49"13'46". thence tangent from said curve. South 41"05'09" West. 57.30 feet; thence South 33140'00" Nest, 40.73 feet; thence South 56"20'00" East. 31.50 feet; thence North 33"40'00" East, 3.00 feet: thence South 56"20'00" East. 62.50 feet: thence South 33"40'00" West, 102.06 feet; thence South 16"25'00" West. 34.34 feet: thence South 73"35'00" East. 22.08 feet to the beginning of a tangent curve concave Northerly having a radius of 100.00 feet: thence Easterly 28.10 feet along said curve through a central angle of 1600605". thence tangent from said curve, South 89"41'05" East, 2.83 feet. thence South 00"18'53" West, 94.22 feet; thence South 89"41'05" East. 12.50. feet; thence South 15"56'42" East, 39.77 feet; thence North 89"42'38" West, 13.7 7 feet; thence South 00"1 7'02" West, 94.00 feet; thence North 89042'58" West, 1.00 feet. thence South 00"17'02" West, 190.00 feet; thence North 89"42'38" West, 49.71 feet: thence South 00"17'02" West, 34.30 feet: thence North 89042'38" West, 3.00 feet; thence South 00"17'02" Nest, 175.17 feet to the Southerly line of said Southwest Quarter; thence along said Southerly line North 89"42'38" West, 398.30 feet to the Point of Beginning. As more particularly shown on Exhibit attached hereto and made a part hereof. OQROFESS/o/ MCGgN�Fy CO ,moo oy �2 w No. 23956 m ` � ✓� Exp. 12/31/97 Tom R. McGannon, RCE 23956 d>q CIV11. Registration Expires 12/31/97 �OF CAL* Revised: February 13, 1996 January 25, 1996 Page 2 of 2 W.O. 1438-3 H&A Legal No. 4001 Prepared By: B. Foss Ck'd by: H. Foss/sa EXHIBIT F- ) Sketch to Accompany Legal Description \ J °\ v41005'09"c I 00 000 RAO., 29.00' 0509'F 4sss, /A R=4�=29°35'3t 0�_ 9, 404 � 0N0�yL R_a4,=76°04'43" - ..s 'yd9° si•. "1�-r0 S`N��. ° i51k �9 8.00' L=63.74' - 3'v° A 9 (30 _�E4°35'S 7"c RAD. PRC_ A6' �Os, �9� yq� D�oo� Lg�O 0=46°29'12 _ �'q0'!9?0 �� R=74.00'L=60.04' 16R� W >>. OS _-----5 i N41°05'09"E---- N8904t'05'w -Sad°�g 96.31' S41°050g .80'.'— S29°16'44"W RAD. 15.84' R=6i51.005t--- N33°40'00 E50 r �=�=28°57'49" R=29.50' L=14.91' 40.75'r- °. L=226.27' ° `N00 _8_55"E_ RAO._ N61°00'00"E S56 20'00'E - 51.24' 31.50" : , " `0= ,49°13'46"R=32.50'L=27.92' N33°40'O0"E e_--' S56°20'00"E 62.50' 3.00' p=16*06'05" S33°40'00'w �- R=100.00' L=28.10' N29000'00"W _ 102.06' 58.00' S16°25'00"w _ 34.34'.-- 00"E . -S00°18'55'W 94.22' 573°35' W N00017'02"E -- - 22.08' -- SW 41'05'E 12.50' V) S�al�b- Q 182.a9' S15°56'42"E ODA.I'L SO0°17.02"w 39.77' ao i 3 N10°25'00"E 4a.00''" - _-N89°I42'58"W N t30.3 6 N89°a2'S8"W`_', 13.77' QoL Q c ?4. 5r.. 3;. -. 5.. ... .. .. 3 I W l J : ? 00 s�I N89°42'58"W 49.71'"1 1, Ln O Z N89°42'58"w _ �5 W 5.00' = SO ; P c .O.B. 3 `fir 15• �o O Oily ELr UNE SW 1/4, SEC 35 PER TR. 14662. M.M. 724/16-21 O O I S89°42'58"E Z N89°42'58"W 398.50' `^ --� 705.06' •- GAAFIELD AVENUE SLY LINE SW 1/4, SEC. 35 SW. COR., SE 1/4, SW 1/4. SEC 35 PER TR. 14662, M.M. 724/16-21. Hunsaker & Associates LEGAL DESCRIPTION Irvine, Inc. ' Three Hughes. Irvine, CA 9271E •(714) 583-1010 CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE,STATE OF CALIFORNIA Planning • Engineering • Surveying °"rE` 1-26-96 ore 2-14-96 sy.- K.Fitz Id VJG e° H. Foss SCALE: 1 =200' W.O. 1438-3 [K' \OT\1438\3\CALC\LD\4001\EXHBTB.DWC N 1078_1 HSA LEGAL No. 4001 SHEET 1 OF 1 EXHIBIT A-2 LEGAL DESCRIPTION �f1ceGE!—�? That portion of the Southwest Quarter of Section 33, Township 3 South, Range 11 West, of the Rancho Las Bolsas, in the City of Huntington Beach. County of Orange, State of California, as per map recorded in Book 51, Page 13, of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Southerly line of said Southwest Quarter, said Point being South 89°42'38" East 1,103.56 feet along said Southerly line from the Southwest corner of the Southeast Quarter of said Southwest Quarter as shown on the map of Tract No. 14662 filed in book 724, Pages 16 through 21, inclusive, of said Miscellaneous Maps; thence South 89"42'38" East, 217.24 feet to the South Quarter corner of said Section 35 as shown on said map, said corner being at the intersection of said Southerly line with the Southeasterly.right-of-way of Main Street as shown on the map of said Tract No. 14662; thence along the Easterly line of said Southwest Quarter, North 001 18'55" East, 169.74 feet to the Northwesterly right-of-way line of Main Street, thence along said right-of-way South 45°18'12" West, 28.29 feet to the Easterly right-of-way of Gothard Street, being shown as 50.00 feet wide on the map of said Tract No. 14662; thence along said Easterly right-of-way line, North 00°18'53" East, 734.73 feet; thence leaving said right-of-way North 89041'03" West, 44.05 feet; thence South 29°16'44" West. 13.84 feet to:a point on a non-tangent curve concave Southerly having a radius of 29.30 feet, a radial line to said point bears North 29016'44" East; thence Westerly 14.91 feet along said curve through a central angle of 28057'49"; thence, Lion-tangent from said curve, South 84°46'27" West, 20.71 feet; thence North 89041'05" West, 46.80 feet to the beginning of a tangent curve concave Southeasterly having a radius of 32.30 feet; thence Southwesterly 27.92 feet along said curve through a central angle of 49°13'46"; thence, tangent from said curve, South 41003'09" West, 57.30 feet; thence South 33140'00" West, 40.75 feet; thence South 36020'00" East. 31.30 feet; thence North 33°40'00" East, 3.00 feet; thence South 56020'00" East, 62.50 feet; thence South 33040'00" West, 102.06 feet; thence South 16°25'00" West, 34.34 feet; thence South 73°35'00" East, 22.08 feet to the beginning of a tangent curve concave Northerly having a radius of 100.00 feet; thence Easterly 28.10 feet along said curve through a central angle of 16°06'05"; thence tangent from said curve, South 89°41'05" East, 2.83 feet; thence South 00°18'53" West, 94.22 feet; thence South 89°41'05" East, 12.50 feet; thence South 13°36'42" Revised: February 13, 1996 January 25, 1996 Page 1 of 2 W.O. 1438-3 H&A Legal No. 4002 Prepared By: B. Foss Ck'd by: H. Foss/sa East, 39.77 feet; thence North 89"42'38" Nest, 13.77 feet; thence South 00111702" Nest. 94.00 feet; thence North 89°42'58" West, 1.00 foot: thence South 00"17'02" west, 190.00 feet; thence North 89"42'38" West, 49.71 feet; thence South 00"17'02" Nest. 34.30 feet; thence North 89"42'58" West. 5.00 feet; thence South 00"17'02" West, 175.17 feet to the Point of Beginning. As more particularly shown on Exhibit attached hereto and made a part hereof. �QROFESSIOA/ MCG j Fti w No. 23956 rn Exp. 12I31/97 Tom R.-McGannon. RCE 23956 Registration Expires 12/31/97 F �CALtiF Revised: February 13, 1996 January 25. 1996 Page 2 of 2 W.O. 1438-3 H&A Legal No. 4002 Prepared By: B. Foss Ck'd by: H. Foss/sa EXHIBIT G-j Sketch to Accompany Legal Description A=28°57'49" R=29.50' L=14.91; N00°18_55':_RAO �� 529016'44"W ' ;-1,5.84' RAO N89°41'05"W 46.80', ; N89041'05"W p=49°13'46 ;'„% '�,'�4.4.05' 541°05'09"W 57.50' S33040'00"w 40.75' 556020,00— _ __ 556020'00"E 31.50' -%62.50' ' r N33440'00'E �� •O`� ;n 3.00' 9�OSt��l�6 o�oo ,o�oo ^. 1 St6°25'00"w 01'ao �`Ooo�o GQ�^y,�� 34.34' .: S73°35'00"E 22.08' I = - S89041'05"E 2.83'-'." S89041'05"E 12.50 S00°18'55"W 94.22` _ S15°56'a2"E 39.77' S00°1 7'02'W ;N89°a2'S8"w - 94.00'�� t 3.77' N89042'58"w 1.00' , co N ^- i 3 0 U\ DO Z N89°42'58"W Q.� i CO 60- N89042'58"WLei " 3 0 a o _, ELY LINE SW 1/4, SEC 35 P:R�( ^ TR. 14662, M.M. 724/16-21 Ln o= �� ^m Ul �' ^Z _ S89042'58"E 1003.56' 217.24' 1 GARFIELD p89°42'58"E / ;'MM O.B.p 9PER TR14662 ii AVENUE 4/16-21 Hunsaker & Associates Irvine, Inc. LEGAL DESCRIPTION Three Hughes. /rvine. CA 92718 -(714) 583-1010 Planning - Engineering - Surveying CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE,STATE OF CAUFORNIA oArE: 1-26-96 ore None erg K.Fitz ercId era H. Foss SCALE. 1"=150' W.O. 1438-3 K \OT\ta38\3\CAC\LO\a002\EXH8T8.OwG N°C 1078-1 H8►A LEGAL No. 4002 SHEET �10 F 1 . � s • }` a � ' � '` � � �� EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS,DUTIES & OBLIGATIONS BETWEEN PLC (SELLER)AND JOHN LAING HOMES (CALIFORNIA),INC. (BUYER) FOR CAPE ANN RESIDENTIAL PROJECT(PROPERTY) Section 2.2.1; Linear Park. Seller will be responsible for all park dedications required by the Agreement. In lieu of paying park and recreation fees to the City,Buyer will provide a letter from Seller assigning 2.50 acres of park dedication credits to Buyer. Section 2.2.2;Neighborhood Parks. Seller will retain all obligations for design,dedication, improvement and initial maintenance of neighborhood parks as required by the Agreement. Section 2.2.3; Public Right of Way and Private Streetscape Improvements. Seller will retain all obligations for arterial right of way and streetscape improvements as required by the Agreement. Buyer will assume responsibility for maintenance of perimeter landscape improvements. Section 2.2.4; Traffic and Circulation Improvements, Seller will retain all obligations,with the following clarifications: 2.2.4 ' Seller will retain all traffic impact fee credits for Developer improvements. In lieu of paying traffic impact fees to City,Buyer will provide a letter from Seller assigning(AMOUNT TO BE DETERMINED) in traffic impact fee credits to Buyer. 2.2.4igh Buyer will be responsible for payment of future traffic fees, if any, imposed by ordinance and applicable to the Property. 2.2.4(h)and(L Seller will retain all credits and reimbursements for traffic and circulation improvements due under this section of the Agreement,unless modified by subsequent agreement with the City. Section 2.2.5; Water, Sewer.Drainage and Utility Improvements, Seller will retain all obligations,with the following clarifications: 2.2.5(&h Seller will retain all credits and reimbursements for sewer,drainage,utility and water improvements due under this section of the Agreement unless modified by subsequent agreement with the City. 2.2.5(hh Seller will retain all obligations, credits and reimbursements for water system improvements due under this section of the Agreement unless modified by subsequent agreement with the City. In lieu of paying water capital facilities fees to the City,Buyer will pay Seller(AMOUNT TO BE DETERMINED)for offsite water facilities to serve the Property. Section 2.2.6; Fire and Emergency Medical, Seller will retain all obligations,with the following clarification: 2.2.6 b . Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.7• Police, Seller will retain all obligations,with the following clarification: 2.2.7 a ' Seller will retain all obligations,credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. 10/29/97 Section 2.2.8; School Facilities, Seller will retain the obligation for designation of a public elementary school site. Buyer will be responsible for payment of school impact fees associated with development of the Property in accordance with mitigation agreements applicable to the Property. Section 2.2.9; Other Development Controls 2.2:9(a);Not applicable to Property. 2.2.9(b); The Property will remain subject to all provisions of the Holly Seacliff Specific Plan. Buyer agrees that all units constructed on the property shall be sold as moderate income units in accordance with the Holly Seacliff Specific Plan Affordable Housing Plan for Seacliff Partners' Properties, dated February 28, 1994, or as such plan may be amended from time to time, and that such units shall be used to satisfy a portion of Seller's obligations to provide affordable housing under the Holly Seacliff Specific Plan. Section 2.2.10; Fees,with the following clarifications: 2.2.10(a), (b), (c), (fl, (g), (i)and(i); Buyer will be liable for payment of any development fees applicable to the development of the Property, not already paid or mitigated by Seller. 2.2.10(d); Buyer will be liable for payment of any Police/Fire operating fee if such fee is adopted by the City and applicable to the development of the Property. To the extent Seller may have credits under Sections 2.2.6(b)and 2.2.7(a), Seller may assign.such.credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10(e): Buyer will be liable for the payment of water service fees and water capital facilities fees applicable to the development of the Property. To the extent Seller may have credits or be eligible for reimbursement under Section 2.2.5(h), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10(h); Traffic Impact Fees,refer to 2.2.4(f)above. 10/29/97 iq yl �- -P ��.�Tm•�i o� Council/Agency Meeting Held: Deferred/Continued to: p/Approved ❑ Conditionally Approved ❑ Denied City Clerk'9 Signature Council Meeting Date: December 15, 1997 Department ID Number: CD 97-61 CITY OF HUNTINGTON BEACHc ,.,�.J, Q ;,�, REQUEST FOR COUNCIL L�ACTION�� SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS • N o SUBMITTED BY: RAY SILVER, Acting City Administrator AO PREPARED BY: MELANIE S. FALLON, Community Development Director�u� ;14 SUBJECT: Approve Consent For Pending Sale of Tentative Tract No. 15531 the Holly Seacliff Development Agreement Area Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status, Attachment(s) Statement of Issue: Transmitted for your consideration is a request by PLC for the City Council to provide consent to the pending sale of Tentative Tract No. 15531, the residential project Cape Ann, (a 146 unit condominium project at Promenade Parkway and Seagate) to John Laing Homes (California), Inc. The project is subject to the Holly Seacliff Development Agreement. Section 4.2 of the Holly Seacliff Development Agreement requires the City to provide consent to the sale of the properties covered by the Development Agreement if the sale is to a party not affiliated with the Developer and if all public improvements have not been completed. Staff has performed due diligence regarding the pending sale of this property and recommends that the City Council provide consent to the sale of the property to John Laing Homes (California), Inc. Funding Source: Not applicable. Recommended Action: Motion to: 1. "Pursuant to Section 4.2 of the Holly Seacliff Development Agreement, approve the request by PLC for the City Council to provide consent for the pending sale of the property known as Tentative Tract No. 15531 to John Laing Homes (California), Inc.; and 4t,.j Cj eat 2. Authorize the Mayor rto execute the Certificates of Consent to the Sale of Property and the Assumption of Rights Duties and Obligations.""-/v re&4 414me, tw;M -fhe &-u'Wy t?e&1w6, %QUEST FOR COUNCIL ACAN MEETING DATE: December 15, 1997 DEPARTMENT ID NUMBER: CD 97-61 Alternative Action: The City Council may make the following alternative motion: "Continue the request for consent for the pending sale of the property known as Tentative Tract No. 15531 in the Holly Seacliff Development_Agreement area and direct staff accordingly." Analysis: A. PROJECT PROPOSAL: Applicant: PLC Location: Approximately 13 acres located at the southeast corner of Seagate and Promenade Parkway B. BACKGROUND: On November 5, 1990, the City Council adopted the Holly Seacliff Development Agreement for the properties owned by Pacific Coast Homes and other Chevron Land and Development Company subsidiaries in the Holly Seacliff area. The Development Agreement requires the Developer to provide numerous public improvements. To date, the Developer is in compliance with the terms of the Development Agreement as determined by the annual compliance reports reviewed by the Planning Commission and the City Council. The most recent report, for 1996, was approved by the Planning Commission on March 25, 1997 and the City Council on May 5, 1997. On May 6, 1996 the City Council approved the consent for the pending sale of approximately 383 acres of property governed .by the Development Agreement to PLC. The subject property was included in the 383 acre total. C. STAFF ANALYSIS AND RECOMMENDATION: PLC has entered into a purchase and sale agreement with John Laing Homes (California), Inc. for the sale of Tentative Tract No. 15531 (Attachment No. 2). The property is located in the Holly Seacliff Development Agreement area. Pursuant to Section 4.2 of the Holly Seacliff Development Agreement, the City Council must provide consent prior to the sale or transfer of properties to buyers not affiliated with the Developer. CD97-61.DOC -2- 11/20/97 9:23 AM R QUEST FOR COUNCIL ACTIN MEETING DATE: December 15, 1997 . DEPARTMENT ID NUMBER: CD 97-61 The subject property is currently vacant. The buyer proposes a project consisting of 146 detached condominium units. It is scheduled for Planning Commission action on December 9, 1997. Construction is expected to begin in Spring 1998. The project will be used to meet part of the affordable housing requirement for Holly Seacliff, and sales prices of all 146 units will not exceed moderate income levels (120 percent of Orange County median income). The letter from PLC indicates that PLC will generally retain responsibility for the obligations of the Development Agreement. The buyer would be responsible for items such as undergrounding utilities at time of development, payment of certain fees and maintenance of perimeter landscaping. The Fire Department does not have any concerns regarding sale of the property; PLC will retain the obligation of Paramedic reimbursements and Fire Station construction costs. The annual paramedic payment has been paid in full. The City Attorney has determined that all of the obligations of the development agreement run with the land covered by the development agreement. The City Attorney has prepared a Certificate of Consent Agreement (Attachment No. 4) which has been signed by the seller, the buyer; the Certificate will be signed by the City if the consent request is approved. Staff recommends that the City Council provide consent to the sale of the subject property and authorize the Mayor to execute the Certificate of Consent. There are no outstanding public improvement issues related to the property, and the terms of the Development Agreement will be fulfilled. Environmental Status: The Holly Seacliff Development Agreement No. 90-1 is covered by Final Environmental Impact Report No. 89-1 which was certified by the City Council on January 8, 1990. No additional environmental review is necessary. Staff has prepared a mitigation measure compliance matrix for Final Environmental Impact Report No. 89-1 which requires the Developer to complete necessary studies and complete the requirements of the studies prior to development. Attachment(s): City Clerk's Page Number ..... ............ .... ..................... ................ ............ ..... ...................... ................. ...... ............ .... .......................... ............... 1. Vicinity Map 2. Letter from PLC dated October 15, 1997 3. Tentative Tract No. 15531 Conditions of Approval 4. Certificate of Consent Agreement for John Laing Homes (California), Inc. (g:\rcaforms\cd97-61) CD97-61.DOC -3- 11/20/97 9:23 AM Hfik WA. . .......... .... .................. - -• — — laDIOPA •V wmm ` SLAM � t'ALBEIQ AD"g PROJECT r ol r r � •HAMID7D r r V II{ V JJ VICINITY MAP TT 15531, CUP 97-65, VAR 97-22 NUNTINGTON BEACH ' HUNCINGTON BEACH PLANNING DIVISION & . : PC- .. ..x .., > kw P, N 1 October 15, 1997 Ms. Melanie Fallon, Director RECEIVED Community Development Department U S T 15 1997 2000 Main Street Huntington Beach, CA 92648 DEPARTMENT Or COMMUNITY DEVELOPMENT Subject: Request for City's Consent to Sale of Property Holly Seacliff Development Agreement No. 90-1 Cape Ann Residential Project; APN 111-073-09-10 Tentative Tract Map No. 15531 Dear Melanie: PLC has entered into an agreement to sell the above property, located north of Garfield Avenue and west of Main Street to John Laing Homes. In accordance with Section 4.2 of Development Agreement No. 90-1, we are formally requesting the City's consent to this sale. The property is proposed to be used to partially satisfy PLC's obligation to provide moderate income housing within the Holly Seacliff Specific Plan area. Similar to other approved sales of development agreement properties, PLC will retain the obligations for installation of offsite improvements to serve this property.in accordance with the development agreement. In addition, this property will be eligible to utilize PLC's credits for park dedication, traffic impact fees and water capital facilities fees payable at the time.of development, subject to PLC's approval. I have attached an information form including a legal description of the property to be sold and pertinent entitlement information. Also attached is an exhibit clarifying development agreement rights, duties and obligations between PLC and John Laing Homes for attachment to the Certificate of Consent to be prepared by the City Attorney's Office. Please let me know if there is any other information you need. We would like to have this scheduled for the first City Council meeting in December, if possible. Very truly yours, William D. Holman Planning & Government Relations Encl. Information Form and Legal Description cc: Mary Beth Broeren Paul D'Alessandro Graham Jones PLC Land Company 23 Corporate Plaza,Suite 250 714.721.9777 Telephone Newport Beach,California 92660 714.729. 1214 Facsimile 'Tam. --M E �# vc i SUGGESTED CONDITIONS OF APPROVAL - TENTATIVE TRACT MAP NO, 15531: 1. The tentative map received and dated December 2, 1997 shall be the approved layout. 2. Prior to submittal of the final map for approval by the City Council,the following shall be required: a. At least 60 days before City Council action on the final map, CC&Rs shall be submitted to the Department of Community Development and approved by the City Attorney. The CC&Rs shall reflect the common property and maintenance of all walls and common landscape area by the Homeowners' Association. The CC&Rs shall also include notice on possible future uses of the Transportation Corridor. The CC&Rs must be in recordable form prior to recordation of the map. The CC&Rs shall include language that indicates the design of this development intentionally omitted the installation of security gates, required turnaround areas, and the necessary open space to provide these facilities in the future. The language shall also indicate that any application for the installation of security devices for the site submitted to the City of Huntington Beach shall include evidence that the Homeowners Association will provide the necessary property for construction of the required facilities and street improvements, and bear the cost for the same. (PW) 3. The following conditions shall be completed prior to recordation of the final map unless otherwise stated. Bonding may be substituted for construction in accordance with the provisions of the Subdivision Map Act. (PW) a. The following shall be dedicated to the City of Huntington Beach: 1. An easement over the private streets for Police, Fire and Public Works Department access purposes. 2. The water system and appurtenances as shown on the improvement plans for this tract. 3. Access rights in, over, across, upon and through the private streets for the purpose of maintaining, servicing, cleaning, repairing, and replacing the water system. b. All vehicular access rights to Garfield Avenue, Seagate Drive and Promenade Parkway shall be released and relinquished to the City of Huntington Beach except at locations of street intersections. c. A Grading Plan, prepared by a Registered Civil Engineer, shall be submitted for review and approval. d. A sewer study for the entire site shall be submitted for Public Works approval. e. The sewer system within the private streets shall be owned and maintained by the Homeowners Association. Attachment- 10/28/97 (97SR92-1) f. The developer shall submit a composite utility plan, showing water system improvements and all other underground utilities (existing and proposed)to each structure. This plan shall be approved by the Public Works Water Division prior to any construction. g. The developer shall be required to extend the waterline in Seagate Drive from the point of connection with the waterline in Promenade Parkway to the western boundary of the project. h. All dwelling units shall require separate domestic water meters and services. All three story structures shall require a RPP backflow prevention device. The domestic meters and services shall be sized per the Uniform Building Code, Building Department and Fire Department Standards. i. The developer (and any subsequent homeowners association) shall enter into a Special Utility Easement Agreement with the City, which shall address repairs to any enhanced pavement, wall, fencing, etc. by other than City forces, if the City water mains require repair or maintenance. j. Hydrology and hydraulic studies for the entire site shall be submitted for Public Works review and approval. The developer shall design and construct the drainage system required to serve the development. On-site drainage shall not be directed to adjacent properties, but shall be handled by a Public Works approved method. k. The storm drain system within the private streets shall be owned and maintained by the Homeowners Association. 1. All on-site catch basins shall be grate type in order to prevent paper and debris from entering the storm drain system. (NPDES) m. The developer shall install storm drain clarifiers or fossil filters at each catch basin to the satisfaction of the Department of Public Works. (NPDES) n. All private sidewalk widths shall meet ADA requirements. o. The developer shall install street lighting per Public Works Standard Plan No. 411 on Seagate Drive. p. The developer shall install "STOP" signs on"E" Street at Seagate Drive, and on Seagate Drive at Promenade Parkway. q. All exterior landscaping improvements shall be installed and inspected. Attachment- 10/28/97 (97SR92-2) r. The engineer or surveyor preparing the final map shall tie the boundary of the map into the Horizontal Control System established by the County Surveyor in a manner described in Sections 7-9-330 and 7-9-337 of the Orange County Subdivision Code and Orange County Subdivision Manual, Subarticle 18. s. The engineer or surveyor preparing the final map shall submit to the County Surveyor a digital-graphics file of said map in a manner described in Sections 7-9-330 and 7-9-337 of the Orange County Subdivision Code and Orange County Subdivision Manual, Subarticle 18. 4. Final design elevations of grading shall not vary from elevations shown on the tentative map by more than one (1) foot unless approved by the City Engineer. (PW) 5. A reproducible mylar copy and a print of the recorded final map, along with a digital graphics file of the recorded map, shall be submitted to the Department of Public Works. (PW) INFORMATION ON SPECIFIC CODE REQUIREMENTS - TENTATIVE MAP NO, 15531: 1. All applicable Public Works fees shall be paid prior to map recordation. (PW) 2. The final map shall not be approved by the City Engineer until all securities have been posted with the Department of Public Works. (PW) 3. Park and Recreation Fees shall be paid, or accrued credits assigned, prior to acceptance of the final map by City Council. 4. Tentative Map No. 15531, Conditional Use Permit No. 97-65 and Variance No. 97-22 shall become null and void unless exercised within two (2) years of the date of final approval. An extension of time may be granted by the Planning Director pursuant to a written request submitted to the Planning Division a minimum 30 days prior to the expiration date. 5. The applicant shall submit a check in the amount of$38 for the posting of the Notice of Exemption at the County of Orange Clerk's Office.. The check shall be made out to the County of Orange and submitted to the Department of Community Development within two (2) days of the Planning Commission's action. SUGGESTED CONDITIONS OF APPROVAL - CONDITIONAL USE PERMIT NO, 97-65 1. The site plan, model site plan, floor plans, and elevations received and dated December 2, 1997 shall be the conceptually approved layout with the following modifications: a. The third story floor plans shall comply with Uniform Building Code requirements, including exiting pursuant to 94 UBC Section 1003.1 b. Garage doors shall be of the automatic roll-up variety. Attachment- 10/28/97 (97SR92-3) c. Parking lot striping detail shall comply with the Huntington Beach Ordinance Code and Title 24, California Administrative Code. (Code Requirement) d. Depict all utility apparatus, such as but not limited to back flow devices and Edison transformers on the site plan. Utility meters shall be screened from view from public rights-of-way. Electric transformers in a required front or street side yard shall be enclosed in subsurface vaults. Backflow prevention devices shall be prohibited in the front yard setback and shall be screened from view. (Code Requirement) e. All exterior mechanical equipment shall be screened from view on all sides. Rooftop mechanical equipment shall be setback 15 feet from the exterior edges of the building. Equipment to be screened includes, but is not limited to, heating, air conditioning, refrigeration equipment, plumbing lines, ductwork and transformers. Said screening shall be architecturally compatible with the building in terms of materials and colors. If screening is not designed specifically into the building, a rooftop mechanical equipment plan showing screening must be submitted for review and approval with the application for building permit(s). (Code Requirement) f. Depict all gas meters, water meters, electrical panels, air conditioning units, mailbox facilities and similar items on the site plan and elevations. If located on a building, they shall be architecturally designed into the building to appear as part of the building. They shall be architecturally compatible with the building and non-obtrusive, not interfere with sidewalk areas and comply with required setbacks. g. If outdoor lighting is included, energy saving lamps shall be used. All outside lighting shall be directed to prevent "spillage" onto adjacent properties and shall be shown on the site plan and elevations. 2. Prior to submittal for building permits for model homes or production units, the following shall be completed: a. Zoning entitlement conditions of approval shall be printed verbatim on the cover page of all the working drawing sets used for issuance of building permits (architectural, structural, electrical, mechanical and plumbing). b. Names of streets shall be submitted to and approved by the Huntington Beach Fire Department in accordance with City Specification No. 429. (FD) c. Submit three (3) copies of the site plan and the processing fee to the Planning Division for addressing purposes after street name approval by the Fire Department. d. All Fire Department requirements shall be noted on the building plans. (FD). e. Residential type structures on the subject property, whether attached or detached, shall be constructed in compliance with the State acoustical standards set forth for units that lie within the 60 CNEL contours of the property. Evidence of compliance shall consist of submittal of an Attachment- 10/28/97 (97SR92-4) acoustical analysis report and plans,prepared under the supervision of a person experienced in the field of acoustical engineering,with the application for building permit(s). (Code Requirement) f. A detailed soils analysis shall be prepared by a registered Soils Engineer and submitted with the building permit application. This analysis shall include on-site soil sampling and laboratory testing of materials to provide detailed recommendations regarding: grading, foundations, retaining walls, streets, utilities, and chemical and fill properties of underground items including buried pipe and concrete and the protection thereof. (Code Requirement) g. Floor plans shall depict natural gas and 220V electrical shall be stubbed in at the location of clothes dryers; natural gas shall be stubbed in at the locations of cooking facilities, water heaters and central heating units. 3. Prior to issuance of grading permits, the following shall be completed: a. A grading plan, prepared by a Registered Civil Engineer, shall be submitted to the Department of Public Works for review and approval. b. Blockwall/fencing plans shall be submitted to and approved by the Department of Community Development. Double walls shall be prohibited. The plans shall include section drawings, a site plan and elevations. The plans shall identify materials, seep holes and drainage. 4. Prior to issuance of building permits for model homes or production units, the following shall be completed: a. Submit copy of the revised site plan, floor plans and elevations pursuant to Condition No. 1 for review and approval and inclusion in the entitlement file to the Department of Community Development. b. The Final Map No. 15531 shall be accepted by the City Council, recorded with the Orange County Recorder and a recorded copy filed with the Department of Community Development. (Code Requirement) c. In accordance with NPDES requirements, a"Water Quality Management Plan" shall be prepared by a Civil or Environmental Engineer and submitted to Public Works. Grates shall be used in lieu of side opening catch basins to collect debris. (PW) Attachment- 10/28/97 (97SR92-5) d. A Landscape Construction Set must be submitted to the Department of Public Works and approved by the Departments of Public Works and Community Development. The Landscape Construction Set shall include a landscape plan prepared and signed by a State Licensed Landscape Architect which identifies the location,type, size and quantity of all existing plant materials to remain, existing plant materials to be removed and proposed plant materials; an irrigation plan; a grading plan; an approved site plan and a copy of the entitlement conditions of approval. (PW) (Code Requirement) e. A grading permit shall be issued by the Department of Public Works. f. A $5,000 cash bond shall be posted with the City for the model home complex to guarantee compliance with conditions of approval. g. The temporary sales trailer shall be State Certified and be provided with handicapped access. Evidence of such shall be provided to the Community Development Department. 5. Prior to construction of the model homes, the following shall be completed: (FD) a. Provide one fire hydrant within 150 feet of the model buildings. b. Provide an all weather surface fire road to the model buildings. 6. Prior to combustible construction of the production homes, the following shall be completed: (FD) a. Ten (10) fire hydrants shall be installed in locations approved by the Fire Department. Shop drawings shall be submitted to the Public Works Department and approved by the Fire Department prior to installation. b. All roadways shall be completed to the base course of asphalt. 7. During construction, the applicant shall: a. Use water trucks or sprinkler systems in all areas where vehicles travel to keep damp enough to prevent dust raised when leaving the site: b. Wet down areas in the late morning and after work is completed for the day; c. Use low sulfur fuel (.05%) by weight for construction equipment; d. Attempt to phase and schedule construction activities to avoid high ozone days (first stage smog alerts); e. Discontinue construction during second stage smog alerts. Attachment- 10/28/97 (97SR92-6) 8. Prior to final building permit inspection and approval of the first residential unit, the following shall be completed: a. The developer shall submit an affordable housing covenant for the entire project designating the project as affordable for 30 years per the Affordable Housing Plan for Holly Seacliff. The covenants shall be approved by the City Council and recorded with the County of Orange. All sales prices and buyers shall be pre-approved by the Community Development Department. b. All improvements to the property shall be completed in accordance with the approved plans and conditions of approval specified herein, including: 1) Two vehicle access points will be required as shown on the site plan. Emergency Access gates will be designed to comply with City Specification No. 403. The Emergency Access gate shall be electrically controlled and equipped with an Opticom strobe opener for emergency vehicle entry. (FD) 2) Fire lanes will be designated and posted to comply with City Specification No. 415. (FD) 3) Address numbers will be installed to comply with City Specification No. 428. Individual units will be sized a minimum of four(4) inches with a brush stroke of one-half(1/2) inch. (FD) 4) Fire access roads shall be provided in compliance with the Huntington Beach Fire Code and City Specification#401. Include the circulation plan and dimensions of all access roads. (FD) 5) All units built on flag lots (buildings that are further than 150 feet from the nearest street to the back of the building) shall have automatic sprinklers installed throughout to comply with Huntington Beach Fire Department and Uniform Building Code Standards. Shop drawings shall be submitted to and approved by the Fire Department prior to installation. (Unit Nos. 1, 12, 13, 20, 21, 28, 29, 33, 40, 41, 48, 50, 51, 110, 114, 115, 124, 125, 132, 133, 140, 141, 142.) (FD) c. Compliance with all conditions of approval specified herein shall be accomplished and verified by the Community Development Department. d. All building spoils, such as unusable lumber, wire, pipe, and other surplus or unusable material, shall be disposed of at an off-site facility equipped to handle them. e. The project will comply with all provisions of the Huntington Beach Fire Code and City Specification Nos. 422 and 431 for the abandonment of oil wells and site restoration. (FD) f. The project will comply will all provisions of Huntington Beach Municipal Code Title 17.04.085 and City Specification No. 429 for new construction within the methane gas overlay districts. (FD) 9. The use shall comply with the following: Attachment- 10/28/97 (97SR92-7) a. Service roads and fire access lanes, as determined by the Fire Department, shall be posted and marked. (FD) b. Service roads and fire access lanes shall be maintained. If fire lane violations occur and the services of the Fire Department are required,the applicant will be liable for expenses incurred. (FD) 10. The sales office shall be discontinued within 30 days following the close of escrow of the last unit. 11. The temporary sales trailer shall be removed upon completion of the model sales office. 12. The sales office shall not be converted or expanded into a general business office for the contractor or developer. 13. Temporary signs and flags shall be permitted as part of the model sales complex approval. The signs and flags shall be immediately removed upon the close of escrow of the last unit. The signs and flags shall comply with the maximum height and size provisions of the zoning code. 14. The project shall comply with Conditions of Approval for Tentative Tract No. 15531. 15. The Community Development Director ensures that all conditions of approval herein are complied with. The Community Development Director shall be notified in writing if any changes to the site plan, elevations and floor plans are proposed as a result of the plan check process. Building permits shall not be issued until the Community Development Director has reviewed and approved the proposed changes for conformance with the intent of the Planning Commission's action and the conditions herein. If the proposed changes are of a substantial nature, an amendment to the original entitlement reviewed by the Planning Commission may be required pursuant to the HBZSO. INFORMATION ON SPECIFIC CODE REQUIREMENTS: 1. Conditional Use Permit No. 97-65 and Variance No. 97-22 shall not become effective until the ten day appeal period has elapsed. 2. Conditional Use Permit No. 97-65 and Variance No. 97-22 shall become null and void unless exercised within one year of the date of final approval or such extension of time as may be granted by the Director pursuant to a written request submitted to the Department of Community Development a minimum 30 days prior to the expiration date. 3. The Planning Commission reserves the right to revoke Conditional Use Permit No. 97-65 and Variance No. 97-22,pursuant to a public hearing for revocation, if any violation of these conditions or the Huntington Beach Zoning and Subdivision Ordinance or Municipal Code occurs. 4. All applicable Public Works fees shall be paid. Attachment- 10/28/97 (97SR92-8) 5. All new and existing utilities shall be installed underground. (PW) 6. Traffic Impact Fees shall be paid, or accrued credits assigned, at the time of final inspection or issuance. (PW) 7. A construction permit shall be required for all work within the City right-of-way. (PW) 8. State-mandated school impact fees, or such fees as have been agreed to by the applicant and the school districts, shall be paid prior to issuance of building permits. 9. The development shall comply with all applicable provisions of the Municipal Code, Building Division, and Fire Department as well as applicable local, State and Federal Fire Codes, Ordinances, and standards, except as noted herein. 10. Construction shall be limited to Monday - Saturday 7:00 AM to 8:00 PM. Construction shall be prohibited Sundays and Federal holidays. 11. The applicant shall submit a check in the amount of$38.00 for the posting of the Notice of Exemption at the County of Orange Clerk's Office. The check shall be made out to the County Orange and submitted to the Department of Community Development within two (2) days of the Planning Commission's action. Attachment- 10/28/97 (97SR92-9) WK r � � = =it Recording requested by, and when recorded, mail to: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: City Clerk CERTIFICATE OF CONSENT TO THE SALE OF PROPERTY AND THE ASSUMPTION OF RIGHTS, DUTIES AND OBLIGATIONS BY AND BETWEEN THE CITY OF HUNTINGTON BEACH, JOHN LAING HOMES (CALIFORNIA), INC., AND PLC WHEREAS, on November 14, 1990, Development Agreement No. 90-1 (Agreement)by and between the City of Huntington Beach, a municipal corporation("City"), and Pacific Coast Homes, a California corporation, and Garfield Partners, a California corporation, was recorded in the Official Records of Orange County, California as Document No. 90-599766; and Portions of the property covered by the Agreement were thereafter sold to PLC, a California general partnership (hereinafter, "Developer"), and a portion to MS Vickers II, L.L.C., a Delaware limited liability company along with an assignment of the rights, duties and obligations under the Agreement; and Developer wishes to sell a portion of the Property, as described in the legal description and sketch attached hereto as Exhibits "A-1" and"A-2,"respectively,to John Laing Homes (California), Inc., hereinafter referred to as the"Buyer"; and The Agreement provides in part at Paragraph 4.2 that: Prior to making the dedications and improvements required herein, Developer may sell, assign or transfer the Property in whole or in part with the consent of the City, such consent not to be unreasonably withheld. City's consent will not be required if such assignment is made to an affiliate of Developer. Any purchaser, assignee or transferee shall have all of the rights, duties and obligations arising under this Agreement insofar as such rights, duties and obligations are applicable to the Property or portion thereof purchased, assigned or transferred; and The City is willing to consent to the sale of the Property and to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyer, and Buyer t This document is solely for the Tax-Exempt-Government Agency official business of the City 4/s:GA-Agree:Consent:Laing CITY OF HUNTINGTON BEACH 1tLS 97-851 of Ilurt_ :,n. 3' Bch, as contem— ,'13 Groch.vay, CMC I l/4/97 n:�- tc;d ,.u< .: _-'c-.,:.,nwent Code B C,ty ler Sec. 6103 and should be recorded_ eputy City Clerk free of ch^rcn . wishes to memorialize their acknowledgment of all their respective rights, duties and obligations they shall assume upon the sale of the Property and assignment of the Agreement; NOW, THEREFORE, the City, Developer and Buyer do hereby agree and acknowledge as follows: 1. CONSENT TO SALE OF PROPERTY The City hereby consents to the sale of the Property to Buyer. 2. CONSENT TO ASSIGNMENT The City hereby consents to the assignment of the rights, duties and obligations arising under the Agreement from Developer to Buyer, subject to the terms and conditions set forth herein. 3. ACKNOWLEDGMENT OF RIGHTS. DUTIES AND OBLIGATIONS The Buyer hereby acknowledges that by accepting this assignment, it accepts all of the rights, duties and obligations arising under the Agreement insofar as such rights, duties and obligations are applicable to the Property or portion thereof purchased, assigned or transferred. 4. INCORPORATION OF EXHIBITS Attached hereto and incorporated by this referenced as though fully set forth herein are the following exhibits: A-1: Legal Description and Sketch of the Property known as Parcel F. A-2: Legal Description and Sketch of the Property known as Parcel G. B: Clarification of Development Agreement Rights and Duties. 5. RELEASE OF DEVELOPER The City acknowledges that upon acceptance of the assignment of the rights, duties and obligations under the Agreement by Buyer as provided above, Developer shall have no further obligations with respect to the Property arising out of any acts, omissions, or events occurring subsequent to the effective date of the transfer, except for those specific obligations retained by Developer as identified in Exhibit B and Paragraph 6 below. 6. COMPLETION OF DEVELOPMENT AGREEMENT OBLIGATIONS. The consent hereby given is expressly conditioned upon the items stated above, and the completion of all of the following items: 2 4/s:GA-Agree:Consent.Laing RLS 97-851 11/4/97 a. All terms and conditions of the Holly Seacliff Development Agreement No. 90-1, not explicitly defined within Exhibit B shall continue to be the responsibility of PLC; and b. PLC shall be responsible for construction of all infrastructure in conformance with pages 20 and 21 of the Holly Seacliff Development Agreement No. 90-1 and further clarified by PLC in their letter to the City, dated May 7, 1996. C. The Buyers shall pay the Library Development Fee pursuant to Huntington Beach City Council Resolution 96-71 for all of their building permits in accordance with Ordinance No.. 3344. IN WITNESS WHEREOF,the parties hereto have executed this Certificate by and through their authorized officers on the date first above written. - BUYER: CITY: JOHN LAING HOMES (CALIFORNIA), CITY OF HUNTINGTON BEACH INC., a California corporation a California municipal corporation By: Uf Gr` Mayor Name: (Type or Print) ATTEST: Its(circle on Chairman of the Board 11 Presid nt(iii)Any Vice President City Clerk And APPROVED AS TO FORM: By: Name: JQ EA C-e C 'tt iY T--1-- I L,zi9 Z (Type or Print) 11 l z.�3—1'7 1~ Its: (circle one)(i)Secretary(ii)A Assistant Secreta IEWED AND APPROVED: (iii)Chief Financial Officer(iv)Any Assistant Treasurer r"//n. City Administrator INITIATED AND APPROVED: Director of Co unity Development SIGNATURES CONTINUED ON NEXT PAGE 3 4/s:G:4-Agree:Consent:Laing RLS 97-851 11/4/97 DEVELOPER: PLC, a California General Partnership By: T/L Huntington Beach, L.L.C. (comprised of PLC Holdings, a California a Delaware limited liability company general Partnership; and T/L Huntington (general partner of PLC) Beach L.L.C., a Delaware limited liability company By: Lennar Huntington Beach, Inc. a California corpo ation(managing By: PLC Holdings, a California general member o tington Beach L.L.C.) partnership (general partner of PLC) i By: By: Paclaco, Inc., a California corporation (general partner of PLC Holdings) Name: 110(Vr-n1*N M, '5-P r-FF Type or Print) Its (circle one)(i)Chairman of the Board B (ii)President(iii)Any ice Presid Name: �;R P 1fft►'h J d NE- (Type or Print) Its(circle one)(i)Chairman of the B By: (ii)President(iii)An ice President Name: V►1 (}R C C H&E07RV And (Type or Print) Its(circle one)(i)Secretat ii An Assistant Secretary(iii) ief Financial Officer )Any By: GH(21 S;bPHGL C_ (z //9 9 S Assistant Treasurer Name: V 4 r'!�� (Type or Pri Its: (circle one)(i Secretary ii)Any Assistant Secretary: (iii)Chief Financial icer(iv)Any Assistant Treasurer 4 4/s:GA-Agree:Consent:Laing RLS 97-851 11/4/97 CALIFORNIA ALL-PURPO E ACKNOWLEDGMENT State of County of On 99 7 before me, ATfi�L EEit/ , Date Name and Title of Officer(e. .,'Jane Doe,Not4 Public") personally appeared r Name(s)of Signer(s) C�ersonally known to me— to be the person(s) whose name(s) is ar ubscribed to the within instrument and acknowledged to me that he/sh he xecuted.the ) same in his/her heir uthorized capacity(ies),and that by his/her their ignature(s)on the instrument the person(s), KAT>{tEENA.HOW or the entity upon behalf of which the person(s) acted, COMM Mon#1149423 Notary Publk-Cdifwk executed the instrument. Oronge Count MyiCOrrim.BOM Aug 15,2001 WITNESS my hand and official seal. CN Signature of Notary Public 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&%aZ&Z �j J-,f A/ 1AQ!_AZ,,1,� Document Date: Number of Pages: oieL Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual L/Corporate Officer ❑ Corporate Officer i ( Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ) ( ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee _ ❑ Trustee ( ❑ Guardian or Conservator 'Na ElGuardian or Conservator '- Other: Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: l -1 0 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309.7184 Prod.No.5907 Reorder:Call Toll-Free 1-800.876-6827 Z AMERI ti 0 } STATE OF CALIFORNIA }ss. COUNTY OF On hev,-. / 7 l Yr? before me Roberta M. Kent personally appeared it tiff M JoNFS iS7u PH�'� !a B-S , personally known to me (or proved to be the person(s) whose name(s) i are subscribed to the within instrument and acknowledged to me that h the executed the same in h' �/theiauthorized capacity(ies), and that by h' ei ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS nd and official seal. Signature �� -- ROBERTA M. KERN comm..#1119189 to NOTARY PUBLIC-CAUFORNIA ORANGE COUNTY My Comm.Expires Dec.6,2000 (This area for official notarial seal) Title of Document Date of Document No. of Pages Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company AM E RI O } STATE OF CALIFORNI }ss. COUNTY OF. .-�� On i�, /9�' 7 , before me, Robena m. Kom , personally appeared a-,,./ personally known to me ( m to be the person(s) whose name(s) ' are subscribed to the within instrument and acknowledged to me that h he executed the same in hi thei authorized capacity(ies), and that by hisfhe�r eir ignature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS nd and official seal. Si natu 1 �`�'I'Yt ROBERTA M. KERN comm. #1119189 PR �► NOTARY PUBLIC-CALIFORNIA Zj ORANGE COUNTY —` My Comm.Expires Dec.6,2000 (This area for official notarial seal) Title of Document 41) tC la- Date of Document No. of Pages Other signatures not acknowledged 3008(1/94) (General) First American Title Insurance Company CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT _ `O State of County of b' aJ On Z¢.cz.r,..l.- 16 �1117 before me, P . Date Cl Name and Title of Officer(e.g.,'one Doe,Notary Public17 personally appeared I 49 Name(s)of Signer(s) ersonally known to me— the person( whose nameM is4ve subscribed to the within instrument and acknowledged to me that 4,te/she/ter executed the ; YBRICE L.HENRY same in hWher/A4eif authorized capacity0esj, and that by _ Commission# 1157474 Z his/her/#t-ieii-signatureW on the instrument the person(*,, Notary Public-California Z _ or the entity upon behalf of which the personM acted, My Comm.Expires Oct 2,2001 Orange county executed the instrument. WITNESS my hand and official seal. Signature of Notary P 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: ;4/m6 a Document Date: Number of Pages: Signer(s) Other Than Named Above: �dL d4ho j Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer i Title(s): Title(s): _ ❑ Partner—El Limited El General ❑ Partner—❑ Limited El General ❑ Attorney-in-Fact ❑ Attorney-in-Fact J. ❑ Trustee ❑ Trustee REHM ❑ Guardian or Conservator ❑ Guardian or Conservator Other: dt4✓ lop of thumb here ❑ Other; Top of thumb here ) (� Signer Is Representing: Signer Is Representing: 9: 01995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309.7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOR ACKNOWLEDGMENT MAYBRICE L.HENRY11, State of Commission# 1157474 Z . ) `�`�`' .� Notary Public-California ;_ Orange County County of My Comm.Exp res Oct 2,2001 On Ce_e� /7, J9 9 7 before me, Date V Name and Title of Doe Notary Publ ' ) personally appeared Name(s)of Signer(s) ersonally known to me— to be the personH whose name(e) is4r-e subscribed to the within instrument and acknowledged to me that-hecsheM-r" executed the i MAYBRICE L.HENRY same in-iiiafher4heif authorized capacity(ies),and that by Commission* 1157474 Nefher4heif signature{a) on the instrument the person(, Notary Public-California ; or the entity upon behalf of which the person(o acted, ,) orange county executed the instrument. My Comm.Expres Oct 2,200' WITNESS my hand and official seal. Signature of Notary Pubf 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 cf Docu ent A-4 P L-C Document Date: 1 yh s'A7 NurnRier of Pages. Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) � , l I' r Signer's Name: * Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General l ❑ Attorney-in-Fact ❑ Attorney-in=Fact r' ❑ Trustee ❑ Trustee _ ❑ Guardian or Conservator ❑ Guardian or Conservator I' Tr-Other: `its✓ Top of thumb here ❑ Other: Top of thumb here l i7 I Signer Is Representing: Signer Is Representing: ) J 0 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 . . >. �� . . . . . . . ... . . .. �.� . . . . . .. IHB . — _ - w d - -> �: : . . . . . . . . , :.�.a .s. . �. . . . m© EXHIBIT A-1 , i LEGAL DESCRIPTION That portion of the Southwest Quarter of Section 33. Township 3 South. Range 1 1 Nest. in the Rancho Las Bolsas, in the City of Huntington Beach. County of Orange. State of California. as shown on a map filed in Book 31. Page 13. of Miscellaneous Maps, in the office of the County Recorder of said County. described as follows: Beginning at a point in the. Southerly line of said Southwest Quarter. said Point being South 89"42'38" East 703.06 feet along said Southerly line from the Southwest corner of the Southeast Quarter of said Southwest Quarter as shown on the map of Tract No. 14662 filed in Book 724. Pages 16 through 21. inclusive, of said Miscellaneous Maps: thence leaving said Southerly line North 00"17'02" East. 360.67 feet; thence North 10"23'00" East. 130.36 feet: thence North l 00"17'02" East, 182.49 feet; thence North 29100'00" West, 38.00 feet; thence North 61"00'00" East, 31.24 feet to the beginning of a tangent curve concave Northwesterly having a radius of 651.00 feet; thence Northeasterly 226.27 feet along said curve through a central angle of 7„ 19"54'51"; thence tangent from said curve, North 41110509" East, 96.31 feet to the beginning of t` a tangent curve concave Westerly having a radius of 74.00 feet; thence Northerly 60.04 feet d along said curve through a central angle of 46°29'12" to a tangent reverse curve concave Southeasterly having a radius of 48.00 feet; thence Northeasterly 63.74 feet along said curve through a central angle of 76°04'43" to a tangent reverse curve concave Northwesterly having a radius of 44.00 feet: thence Northeasterly 22.72 feet along said curve through a central angle of 29"35'31"; thence tangent from said curve, North 41°05'09" East, 31.07 feet to the beginning of a tangent curve concave Westerly having a radius of 29.00 feet; thence Northerly 45.35 feet along said.cutve through a central angle of 90000'00"; thence, non-tangent from said curve, North 4100509" East, 29.00 feet to the Northwesterly prolongation of the said Southwesterly boundary of said Tract No. 14662; thence along said Northwesterly prolongation and Southwesterly boundary, South 48154'51" East, 292.00 feet to the beginning of a tangent curve concave Southwesterly having a radius of 1,200.00 feet; thence Southeasterly 18.47 feet along said curve and along said Boundary through a central angle of 00152'34"; thence leaving said boundary non-tangent and radial from said curve, South 41058'03" West, 29.00 feet to a point in the Easterly right-of-way of Gothard Street, being shown as 50.00 feet wide on the map of said Tract No. 14662; thence along said Easterly right-of-way line, South 00"18'33" West, 38.03 feet "to a point distant thereon North 00118'33" East 734.73 feet from the intersection thereof with the Northwesterly right-of-way line of Main Street, as shown on said Map of Tract No. Revised: February 13. 1996 January 25. 1996 Page 1 of 2 W.O. 1438-3 H&A Legal No. 4001 Prepared By: B. Foss Ck'd by: H. Fosslsa 14662;" thence-- leaving said right-of-way North. 89"41'05" West. 44.03 feet; thence South 29"16'44" West, 15.84 feet to a point on a non-tangent curve concave Southerly having a radius of 29.50 feet, a radial line to said point bears North 29"16'44" East: thence Westerly 14.91 feet along said curve through a central angle of 28"5 7'49"; thence, non-tangent from said curve. South 84"46'2 7" W'est. 20.71 feet: thence North 89"41'05" West. 46.80 feet to the beginning of a tangent curve concave Southeasterly having a radius of 32.30 feet: thence Southwesterly 27.92 feet along said curve through a central angle of.49"13'46"; thence tangent from said cure. South 41"05'09" West. 37.50 feet: thence South 33-'40'00" Nest, 40.75 feet; thence South 56"20'00" East. 31.50 feet: thence North 33"40'00" East, 3.00 feet: thence South 56"20'00" East. 62.50 feet: thence South 33"40'00" West, 102.06 feet; thence South 16"25'00" -Vest. 34.34 feet: thence South 73"35'00" East. 22.08 feet to the beginning of a tangent curve concave Northerly having a radius of 100.00 feet: thence Easterly 28.10 feet along said curve through a central angle of 16106'05": thence tangent from said curve, South 89141'05" East, 2.83 feet; thence South 00"18'S5" West, 94.22 feet; thence South 89"41'05" East. 12.50. feet; thence South 15"56'42" East, 39.77 feet; thence North 89"42'58" West, 13.77 feet; thence South 00"1702" West, 94.00 feet; thence North 89142'58" West, 1.00 feet; thence South 00"17'02" West, 190.00 feet; thence North 89042'58" Nest, 49.71 feet; thence South 00°17'02" West. 34.50 feet: thence North 89042'38" West, 5.00 feet; thence South 00"17'02" West, 175.17 feet to the Southerlv line of said Southwest Quarter; thence along said Southerly line North 89042'58" West, 398.30 feet to the Point of Beginning. .as more particularly shown on Exhibit attached hereto and made a part hereof. QROFESS/ON MCCD GgNq�Fy w No. 23956 M ` , ✓� Exp. 12/31/97 Tom R. McGannon, RCE 23936 CIVIL Registration Expires 12/31/97q �CALIF Revised: February 13. 1996 January 25, 1996 Page 2 of 2 W.O. 1438-3 H&A Legal No. 4001 Prepared By: B. Foss Ck'd by: H. Foss/sa EXHIBIT F- 1 Sketch to Accompany Legal Description \ J R 4.g \ N47°05'09'c Na 000.00i70,\ RAO., 29.00 \ 'os O9 F 41 J4S-554-25-3 �i09 R=4 00 L°322.72' 0=76°04'43,. R=48.00' L=63.74' 0 _v�4°35'S7" I I I ire, 0 9 D' ti00 �,9�0 _ E RAO.�PRC---: �'y/9° �. Spy .0 / n,=46*29:12 qp� g. vy 4` 59 R=74.00'L=60.04'` °R'�.K'?0� OS i - N41°05'09"E- -- N89°41'05-w" 500°`8 96.31' O 509 W-Sal° 46.80 _ =19°Sa'S1" ~-- S29°16'44'W RAD. 15.84' N33°40'CO"E =28°57'49" R=29.50' L=14.91' ' 1=226.27' • 40. ```N00•1 -- RAD. N61°00'00"E S56 20'00"75'�E --- - 51.24' ___ 31.50'` , " `0= I49°13'46"R=32.50'L=27.92' ' N33040'00"E c:� S56°20'00"E 62.50' 3.00' p=16*06'05" S33040'00"W -=' R=100.00' L=28.10' N29000'00"w 102.06 _S89041'05"E 2.83' 58.00' �- S16°2500"W 34.34 Ln "-- S73°35'00"E S00°18'55"w 94.22' w N00°t 7'0 22.08' -589°I 41'05"E 12.50' 2"E ti cn 182.49' S15776 42 E SO0°1 7'02"W N N10°25'00"E 94.00'•- N89°1 42'58"w 130.36' -- N89°42'58"W`;`.+ 13.77' 1.00'` w a `^ ;;'.� _ ?:_SAS. 'ds. 5 13 oN Z I tc :N89°42'58"W °i� I^ o /s0 49.71'-% ^o z /�P�� .r7-(2 to N89°42'58"w �5 5.00 W S00 oP.O.B. OEby uNE 5w t/4, SEC 35 PER t TR.•14662. M.N. 724/16-21 O ^; O Z p S89°42'58"E /N89042'58"W 398.50' 0 GARFIELD AVENUE SLY LINE SW 1/a, SEC. 35 SW. COR., SE t/4. SW 1/4, SEC 35 PER TR. .14662, M.M. 724/16-21. Hunsaker & Associates LEGAL DESCRIPTION Irvine, Inc. Three Hughes. /ruine. CA 9171E •(714) 583-1010 CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE STATE OF CALIFORNIA Planning • Engineering • Surveying °A rE` V.1-26-96 0:rE 2-14-96 eY.`K.Fitz erold a H. Foss SCALE: 1"=200' W.O. 1438-3 K: \OT\1438\3\CALC\LO\4001\EXHBT8.DWC „` t078-1 H&A LEGAL No. 4001 SHEET 1 OF 1 i • dzt E ....... ....... ...2111, W EXHIBIT A-2 LEGAL DESCRIPTION �p�ecE�C� That portion of the Southwest Quarter of Section 33, Township 3 South, Range 11 West, of the Rancho Las Bolsas, in the City of Huntington Beach, County of Orange. State of California, as per map recorded in Book 51, Page 13, of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Southerly line of said Southwest Quarter, said Point being South 89°42'58" East 1.103.36 feet along said Southerly line from the Southwest corner of the Southeast Quarter of said Southwest Quarter as shown on the map of Tract No. 14662 filed in book 724, Pages 16 through 21, inclusive, of said Miscellaneous Maps; thence South 89"42'38" East, 217.24 feet to the South Quarter corner of said Section 35 as shown on said map, said corner being at the intersection of said Southerly line with the Southeasterly right-of-way of Main Street as shown on the map of said Tract No. 14662; thence along the Easterly line of said Southwest Quarter, North 00018'33" East, 169.74 feet to the Northwesterly right-of-way line of Main Street, thence along said right-of-way South 45018'12" West, 28.29 feet to the Easterly right-of-way of Gothard Street, being shown as 50.00 feet wide on the map of said Tract No. 14662; thence along said Easterly right-of-way line, North 001 18'53" East, 754.73 feet; thence leaving said right-of-way North 89041'05" West, 44.05 feet; thence South 290 16'44" West, 15.84 feet to a point on a non-tangent curve concave Southerly having a radius of 29.30 feet, a radial line to said point bears North 29016'44" East; thence Westerly 14.91 feet along said curve through a central angle of 28057'49"; thence, rion-tangent from said curve, South 84046'27" West, 20.71 feet; thence North 89041'05" West, 46.80 feet to the beginning of a tangent curve concave Southeasterly having a radius of 32.50 feet; thence Southwesterly 27.92 feet along said curve through a central angle of 49013'46"; thence, tangent from said curve, South 41005'09" West, 57.50 feet; thence South 33040'00" West, 40.73 feet; thence South 56°20'00" East, 31.50 feet; thence North 33°40'00" East, 3.00 feet; .thence South 56°20'00" East, 62.50 feet; thence South 33140'00" West, 102.06 feet; thence South 16°25'00" West, 34.34 feet; thence South 73035'00" East, 22.08 feet to the beginning of a tangent curve concave Northerly having a radius of 100.00 feet; thence Easterly 28.10 feet along said curve through a central angle of 16006'05";. thence tangent from said curve, South 89°41'05" East, 2.83_ feet; thence South 000 18'53" West, 94.22 feet; thence South 89041'03" East, 12.50 feet; thence South 15°36'42" Revised: February 13, 1996 January 25, 1996 Page 1 of 2 W.O. 1438-3 H&A Legal No. 4002 Prepared By: B. Foss Ck'd by: H. Foss/sa East, 39.77 feet; thence North 89"42'58" West. 13.77 feet; thence South 001)17'02" West. 94.00 feet: thence North 89°42'38" West, 1:00 foot: thence South 001)17'02" West. 190.00 feet, thence North 89"42'38" West, 49.71 feet; thence South 00"17'02" Nest, 34.50 feet; thence North 89"42'38" West. 3.00 feet: thence South 0011702" West, 175.17 feet to the Point of Beginning. As more particularly shown on Exhibit attached hereto and made a part hereof. oOOFEMOv McGq,y 'Fy CD w No. 23956 m Exp. 12/31/97 Tom R. McGannon, RCE 23956 sjq ClVll. �S Registration Expires 12/31/97 �CFCAL�F� Revised: February 13, 1996 January 25. 1996 Page 2 of 2 W-0. 1438-3 H&A Legal No. 4002 Prepared By: B. Foss Ck'd by: H. Foss/sa EXHIBIT &-I Sketch to Accompany Legal Description A=28°57'49" I - R=29.50' L=14.91; N00018'55" RAD ' 529016'44"W a .84' RAD N89°4i'05"W 46.80'. , , I--,N89°41'05"W �=49'1T46. T - 44.05' R=32.50' L=27.92'-- 541°05'09"W 57.50' - S33°40'00"W 40.75' S56°20'00'E__- __ S56020'00"E 31.50' 6� N33°40'00"E a .o`? G S� �,�J% 3.00' oE000°o`Ooo '•; S16°25'00"W 01,�0 .`Ooo'.o 'r:" •,. S73035'00"E,_ 22.08• S89041'05"E 2.83''-- ,S89°41'05"E 12.50' S00618'55"w., 94.22' _ 515056'42"E • %39.77' S00017'02'W ` ,,N89°42'58'W %9a.00'�� 13.77' N89042'58"W co •lt '•f �•�CI 3 O Z IW N Q01 •� ��0• 49.71' `n �h`L°' 11 N N /�� 60. v N89042'58"w �^ 5.00'. _,,S00°17'02'W N c 34.50'Cc r 3 o W c r' ELY LINE SW 1/4, SEC 35 PER U n' ^ - `n TR. 14662. M.M. 724/16-21 fJ7 O ^w N 6• ` o _�- caZ 589 42'58"E 1003.56r . . 217.24 584042'58"E 1 GARFIELD p p 6. PER rR/14662,,M`M 3 5 4/16-21 AVENUE Hunsaker & Associates Irvine, Inc. LEGAL DESCRIPTION rhree /higher. /urine• CA 91718 •(714) 58371010 Planning • Engineering • Surveying CITY OF HUNTINGTON BEACH.COUNTY OF ORANGE STATE OF CAUFORNIA °"T-`Wv7-T\1 -26-96 REV. TE None eY` K.Fitz er01d a° H. Foss SCALE: 1"=150' W.O. 1438-3 a38\3\CALC\LD\4002\EXHer13.DWc W 1078-1 H&A LEGAL No. 40021 SHEET 1 OF 1 °�} 41: :� �:\ . �. . � 1 � ........ Ti MF • ��\�\ « ....... . > ; � ' EXHIBIT "B" CLARIFICATION OF DEVELOPMENT AGREEMENT 90-1 RIGHTS,DUTIES & OBLIGATIONS BETWEEN PLC(SELLER)AND JOHN LAING HOMES (CALIFORNIA), INC. (BUYER) FOR CAPE ANN RESIDENTIAL PROJECT(PROPERTY) Section 2.2.1; Linear Park. Seller will be responsible for all park dedications required by the Agreement. i In lieu of paying park and recreation fees to the City,Buyer will provide a letter from Seller assigning 2.50 acres of park dedication credits to Buyer. Section 2.2.2;Neighborhood Parks. Seller will retain all obligations for design, dedication, improvement and initial maintenance of neighborhood parks as required by the Agreement. Section 2.2.3, Public Right of Way and Private Streetscape Improvements. Seller will retain all obligations for arterial right of way and streetscape improvements as required by the Agreement. Buyer will assume responsibility for maintenance of perimeter landscape improvements. Section 2.2.4; Traffic and Circulation Improvements, Seller will retain all obligations,with the following clarifications: 2.2.4 • Seller will retain all traffic impact fee credits for Developer improvements. In lieu of paying traffic impact fees to City,Buyer will provide a letter from Seller assigning(AMOUNT TO BE DETERMINED) in traffic impact fee credits to Buyer. 2.2.4(g); Buyer will be responsible for payment of future traffic fees, if any, imposed by ordinance and applicable to the Property. 2.2.4(h)and(i), Seller will retain all credits and reimbursements for traffic and circulation improvements due under this section of the Agreement, unless modified by subsequent agreement with the City. Section 2.2.5, Water, Sewer, Drainage and Utility Improvements, Seller will retain all obligations, with the following clarifications: 2.2.5(Q); Seller will retain all credits and reimbursements for sewer, drainage, utility and water improvements due under this section of the Agreement unless modified by subsequent agreement with the City. 2.2.5(h); Seller will retain all obligations, credits and reimbursements for water system improvements due under this section of the Agreement unless modified by subsequent agreement with the City. In lieu of paying water capital facilities fees to the City, Buyer will pay Seller(AMOUNT TO BE DETERMINED)for offsite water facilities to serve the Property. Section 2.2.6, Fire and Emergency Medical, Seller will retain all obligations, with the following clarification: 2.2.6(b); Seller will retain all obligations,credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. Section 2.2.7, Police, Seller will retain all obligations,with the following clarification: 2.2.7(a), Seller will retain all obligations, credits and reimbursements due under this section of the Agreement unless modified by subsequent agreement with the City. 10/29/97 Section 2.2.8; School Facilities, Seller will retain the obligation for designation of a public elementary school site. Buyer will be responsible for payment of school impact fees associated with development of the Property in accordance with mitigation agreements applicable to the Property. Section 2.2.9; Other Development Controls 2.2.9(a),•Not applicable to Property. 2.2.9(b); The Property will remain subject to all provisions of the Holly Seacliff Specific Plan. Buyer agrees that all units constructed on the property shall be sold as moderate income units in accordance with the Holly Seacliff Specific Plan Affordable Housing Plan for Seacliff Partners' Properties, dated February 28, 1994,or as such plan may be amended from time to time, and that such units shall be used to satisfy a portion of Seller's obligations to provide affordable housing under the Holly Seacliff Specific Plan. Section 2.2.10; Fees,with the following clarifications: 2.2.10(a), (b), (c), (fl, (g), (i)and (i), Buyer will be liable for payment of any development fees applicable to the development of the Property,not already paid or mitigated by Seller. 2.2.10 d • Buyer will be liable for payment of any Police/Fire operating fee if such fee is adopted by the City and applicable to the development of the Property. To the extent Seller may have credits under Sections 2.2.6(b)and 2.2.7(a), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10 e : Buyer will be liable for the payment of water service fees and water capital facilities fees applicable to the development of the Property. To the extent Seller may have credits or be eligible for reimbursement under Section 2.2.5(h), Seller may assign such credits to Buyer or Buyer's successor(s)to meet fee obligations for the development of the Property. 2.2.10 h • Traffic Impact Fees,refer to 2.2.4(f)above. 10/29/97 RCA ROUTING SHEET INITIATING COMMUNITY DEVELOPMENT DEPARTMENT DEPARTMENT: SUBJECT: Consent for Pending Sale of Tentative Tract No. 15531 in the Holly Seacliff Development Agreement Area COUNCIL MEETING DATE: December 15, 1997 ...... ........ ......... ........ ....... .... ... .. .... ....... . RCA ATTACHMENTS STATUS .. .. .. ... _ ._ ... .. .. .. ... Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial I Not Applicable EXPLANATION FOR MISSING ATTACHMENTS . ......... . ......... ........ ......... .............. ......... ......... ........ REVIEWED RETURNED . FORWARDED Administrative Staff ( ) ( ) Assistant City Administrator (Initial) ( ) ( ) z City Administrator (Initial) City Clerk ( ) EXPLANATION FOR RETURN O;F ITEM. Only)(Below Space For City Clerk's Use CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK December 19, 1997 Gary L. Granville, County Clerk-Recorder P. O. Box 238 Santa Ana, CA 92702 Enclosed please find a Certificate Of Consent To The Sale Of Property And The Assumption Of Rights, Duties And Obligations By And Between The City Of Huntington Beach, John Laing Homes (California) Inc., and PLC to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of the Consent To Sale when recorded and return to this office in the enclosed self-addressed stamped envelope. Connie Brockway, CIVIC City Clerk Enclosures g:\followup\deedltr:John Laing Homes (California) PLC (Telephone:714-536-5227)