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HomeMy WebLinkAboutHABITAT FOR HUMANITY OF ORANGE COUNTY, INC. - 1997-04-21(6) 03101/99 - Council/Agency Agenda - Page 6 - - -- a [Motion to amend CDP to allow hours of operation from 5:00 p.m. to midnight instead of 6:00 p.m. to midnight — Approved 6-1 (Sullivan NO)] E. CONSENT CALENDAR All matters Iisted on the Consent Calendar are considered by the City Council and Redevelopment Agency to be routine and will be enacted by one motion in the form listed. Recommended Action: Approve all items on the Consent Calendar by affirmative roll call vote. E-1. (City Council/Redevelopment Agency) Minutes - Approve and adopt the minutes of the City Council/Redevelopment Agency regular meeting of January 19, 1999, adjourned regular meeting of January 25, 1999, and adjourned meeting of November 10, 1998 (lack of quorum meeting) as written and on file in the Office of the City Clerk. Submitted by the City Clerk [Approved and adopted 7-0] E-2. (City Council) Approve And Execute Extension To CDBG Aareement Between The City Of Huntington Beach And Habitat For Humanity Of Orange County, Inc - For Federal Community Development Block Grant Funds — (Ronald Road Project) (600.10) Approve and authorize the Mayor and City Clerk to execute the Extension to CDBG Agreement Between the City of Huntington Beach and habitat for Humanity of Orange County, Inc Submitted by the Economic Development Director [Approved 7-0] - DkArir.tFor--The�S9999 oAM)-4 r i nd hnpmvementa 141!� [item removed from agenda at request of the City Administrator] 139 �, le CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK LETTER OF TRANS'IITTAL OF ITE1%1 APPROVED BY THE CITY COUNCIL! REDEVELOPATEN'T AGENCY OF THE CITY OF 11UNTL\GTON BEACH i Name • / O DEPARTNIEN Street REG City, State. Zip See Attached Action Agenda Item Date of Approval Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Connie Brockway City Clerk Attachments: Action Agenda Page Agreement i� Bonds Insurance_ RCA Deed Other CC: L &..I zwl_ F� -Dew, _,,::� _ Name 2._ &4; �5 Department RCA F&r2. ems ✓ Agreement 1 Insurance Other Name Jv tpartment RCA __ Agreemem Insurslce Other Name Department RCA Agroement Insurance Other Name Department RCA Agreemeor Insurance Other Risk Manageme-t Dept. Insurance Received by Name - Company Name - Date Gfollo..upfcovcrltr (7eteptton4it 714-536-52271 V 9 .C3,elutW , a&✓clr. .B1G65 - Eo0 Council/Agency Meeting Held: d aiD•�a Deefe edlContinued to: 6 Approved ❑ Conditionally Approved ❑ Denied _ Vuly(�- Clerk's Signature Council Meeting Date: March 1, 1999 Department ID Number. ED 99-11 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION x SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator 7x.c'&--y,76a4 • :V ark o PREPARED BY: DAVID C. BIGGS, Director of Economic Developmen C c7 SUBJECT: Approve and Execute Extension to CDBG Agreement Befivbert the City of Huntington Beach and Habitat for Humanity _ r, I Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(!') 11 Statement of Issue: On April 21, 1997, City Council approved and executed the Original Agreement Between the City of Huntington Beach and Habitat for Humanity of Orange Councy, Inc., for Federal Community Development Block Grant (CDBG) funds. The Original Agreement anticipated that certain funds allocated for administrative and preconstruction costs would be expended by June 1, 1998. Extension of Original Agreement to June 30, 1999 is requested. Funding Source: Community Development Block Grant (CDBG) funds. Recommended Action: Motion to: Approve, and authorize the Mayor and City Clerk to execute, the Extension to CDBG Agreement between the City of Huntington Beach and Habitat for Humanity of Orange County, Inc. (Attachment 1). Alternative Action(s1: Do not approve the Agreement and advise staff how to proceed. Analysis: On April 21, 1997, City Council approved and executed the Original Agreement Between the City of Huntington Beach and Habitat for Humanity of Orange Councy, Inc., for Federal Community Development Block Grant (CDBG) funds (Attachment 2). It was expected that certain administrative and preconstruction costs would be expended by June 1, 1998, Circumstances have prohibited finalization fo these expenditures by the June 1,1998. Extension of Original Agreement to June 30, 1999 is requested. All other terms of the contract remain the same as originally approved by City Council (Attachment 3). E �' R6UEST FOR COUNCIL ACTI6N' MEETING DATE: March 1, 1999 DEPARTMENT ID NUMBER: ED 99-11 Environmental Status: Project is categorically excluded from National Environmental Protection Act (NEPA) procedures as listed under Section 58.35(a)(1). Attachment(s): 1 Extension to CDBG Agreement between the City of Huntington Beach and Habitat for Humanity of Orange County, Inc. 2 Original CDBG Agreement between the City of Huntington Beach and Habitat for Humanity of Orange County, Inc. 3 Request for Council Action dated April 21, 1997, approving Original CDBG Agreement between the City of Huntington Beach and Habitat for Humanity of Orange County, Inc. RCA Author: Ibrunson x5529 habitatDOC -2- 02/12199 3:32 PM Extension of CDBG Agreement with Habitat 1, ATTACHMENT #1 EXTENSION TO CDBG AGREEMENT BETWEEN THE CITY OF HUN"TINGTON BEACH AND HABITAT FOR IIUi**IANITY OF ORANGE COUNTY, INC. This Agreement is entered into this 1st day of March 1999, by and between the City of Huntington Beach, a California municipal corporation (hereinafter referred to as the "City") and Habitat for Humanity of Orange County, Inc., a California nonprofit, public benefit corporation (hereinafter referred to as "Habitat"). WHEREAS, the City and Habitat are parties to that certain agreement, dated April 21, 1997, entitled "Agreement Between the City of Huntington Beach and Habitat for Humanity of Orange County, Inc. for Federal Community Development Block Grant Funds," (hereinafter referred to as the "Original Agreement"); and The Original Agreement anticipated that certain funds allocated for administrative and preconstruction costs would be expended by June 1, 1998; and The parties desire to extend the Original Agreement to provide for further time to expend the allocated funds, NOW, THEREFORE, the parties hereto do hereby agree as follows: I. EXTENSION. The City hereby grants to Habitat, and Habitat hereby accepts an Extension to the Original Agreement for a period of one year; consequently, inclusive of this extension of time, the Original Agreement will terminate on June 30, 1999. 2. REAFFIRMATION. Except for this extension of the Original Agreement, all the terms of the Original Agreement shall remain the same. g-4:98ag mexthoM r1s 9"56 IN WITNESS WHEREOF, the parties hereto have executed this agreement by and through their authorized officers on the date and year first written above. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. a California nonprofit, public benefit corporation I S. Name: '� D 0 al—D D. �L.►Q /�E (print or ty�e� Its: (Circle one) Chairma res�iden Any Vice President AND By: Name: J (print or type) Its: (Circle one) Secretary/Any Assistant Secretary/ Chief Financial Officer/Any Assistant Treasurer REVIEWED AND APPROVED: City Administre6or 2 g*98agrce:exthoth rls 98-656 CITY OF HUNTINGTON BEACH, a California municipal corporation Mayor ATTEST: City Clerk APPROVED AS TO FORM: Ci ttorney P,6 3 .59 INITIATED AND APPROVED: Dire or of Economic evelopment Original CDBG Agreement with Habitat ATTACHMENT #2 M -- AGREEMENT BETWEEN THE CITY OF IIUNTINGTON BEACH AND IIABITAT FOR HUMANITY OF ORANGE COUNTY, INC. FOR FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS Section En—C 1 Amount of Grant 1 2 Purchase Escrow 1 3 Administrative and Pre -Construction Expenditures 2 4 Payment of Invoices 2 5 Compliance with Federal Regulations 2 6 Compliance with Federal Regulations - Penalty 3 7 Disposition of Property 3 8 Conflict of Interest 3 9 Earned Interest on Income 3 10 Disbursement of Funds 3 11 Indemnification, Defense, Hold Harmless 4 12 Workers' Compensation Insurance 4 13 General Liability Insurance 4 14 Ca"fornia Fair Employment and Housing Act 5 15 California Prevailing Wage Law 5 16 California Prevailing Wage Law - Penalty 5 17 California Eight -Hour Law 6 IS California Eight -Hour Law - Penalty. 6 19 Payment of Travel and Subsistence Allowance 6 20 Employment of Apprentices 6 21 Payroll Records 6 22 Independent Contractor 7 23 Notices 7 24 Entire Agreement 7 25 Signatures/Time of Execution 8 ig g:4::96a2rccmcnts:hhoc 10-2 rIs 95-192 2128197 — AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND IIABITAT FOR HUMANITY OF ORANGE COUNTY, INC. FOR FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS THIS AGREEMENT is entered into this day of _ , 1997, between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY," as an entitlement recipient in the U. S. Department of Housing and Urban Development's Community Development Block Grant Program, and HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a non-profit public benefit corporation of the State of California, hereinafter referred to as SUBGRANTEE, for the expenditure of Community Devclopment Block Grant funds; and The Community Development Block Grant Program, hereinafter referred to as "CDBG," mandates that an Agreement be executed between the CITY and SUBGRANTEE in order that such funds be utilized by the parties hereto; and NOW THEREFORE, in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto agree as follows: The total amount granted to SUBGRANTEE is $163,000.00, determined as follows: $91,000 for the purchase of the real property and $72,000 for administrative and pre -construction costs for a very low income housing project, hereinafter to be kno«m as the "PROJECT', to be located on Ronald Road in Huntington Beach, California. g-4:96aoreements.hhoe 10-2 cis 95.192 V28197 ON 211PAININUKOWFUM WIN :• The S91,000 portion of the grant shall be deposited by CITY into an escrow account administered by First American Title Insurance Company, or other such escrow officer as chosen by CITY. The escrow administrator shall disburse the funds only to such recipients and in such amounts as may be designated in writing and authorized by CITY. CITY'S written authorization must be obtained prior to the disbursement of any funds from the escrow account. Any amounts left in the escrow account at the completion of the PROJECT shall be returned to CITY for reallocation in the CDBG program. s ri 1 :: a1:��7' : � • I • � illAlti�� The parties anticipate that the S72,000 amount shall be fully expended (after execution of this agreement) by June 1, 1998, in such installments as may be determined by CITY. Payment shall be made to SUBGRANTEE following the submission of monthly invoices in a form prescribed by CITY, that details such expenses. SUBGRANTEE agrees to submit requests for reimbursement ten (10) days after the end of each month. CITY shall pay such invoices within thirty (30) days after receipt thereof, provided CITY is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBGRANTEE is in compliance with the terms and conditions of this Agreement. City has the right to recapture all or a portion of Block Grant Funds not requested for reimbursement by SUBGRANTEE by June 1,1998. Failure of CITN' to pay SUBGRANTEE amount due under this contract within 30 days from date of invoice shall entitle SUBGRANTEE to, in addition to 2 g:4:963grccmcnts:hhoc1 0-2 rls 95-192 2R897 IN MA any -other legal remedies available to SUBGRANTEE, suspend or diminish its performance under this Agreement if it so elects. PENEff CINVARNWINVOTWN:: SUBGRANTEE agrees to conduct all activities of the organization, whether funded in whole or in part by CDBG funds from CITY, in acccrdance Nvith the provisions contained in the Federal Office of Management and Budget ("OMB") Circular A-87 and its attachments, including those for contracts in excess of Ten Thousand Dollars (S10,000.00) and including the provisions relating to audit requirements and resolution of audit findings as provided in Circular A-128. Subgrantecs'who have received $25,000 or more in grant funds are required to submit an annual report including either a single audit or program audit reports, which evidence an audit ,.vas completed in accordance with specific program requirements of the OMB Circular (i.e., A- I28 or A-133). The CITY shall have the right to recapture all or a portion of Block Grant funds disbursed to SUBGRANTEE should the SUBGRANTEE fail to comply with all of the terms and conditions of this agreement or refuse to accept any conditions which may subsequently be imposed by the U. S. Department of Housing and Urban Development for the operation of the Community Development Block Grant Program. t�W71-396MIICON•TOWIS) ii 2.14 � SUBGRANTEE shall not dispose of any real or personal property acquired in full or in part with CDBG funds through sale, use, or relocation without the express and prior written permission of the CITY, and SUBGRANTEE agrees to maintain program records for a minimum 3 g 4.96agreements:hhoc10-2 r1s &'97 0 2.'2&97 V of three years after the close-out of the subgrant and to make such records available for onsite monitoring -by CITY not less than annually and to periodic inspections by HUD officials during t this three-year period. CITY will provide seven (7) days prior notice of inspection/monitoring. SUBGRANTEE agrees that no officer, employee, agent, or assignee of CITY having direct or indirect control of CDBG funds granted to the CITY shall serve as an officer of SUBGRANTEE. Further, any conflict or potential conflict of interest of any officer of SUBGRA141TEE shall be fully disclosed to the City prior to the execution of this agreement and shall be attached to and become a part hereof. NEMEMM, 0:101MMOMMOMAJ • SUBGRANTEE agrees that any earned interest income on funds generated through the use or investment of funds received from CITY shall be used in conformance with program income requirements set forth in Code of Federal Regulations 570.504. The SUBGRANTEE shall disclose to the CITY all program income received utilizing CDBG funds administered under this Agreement. SUBGRANTEE acknowledges that the CITY shall disburse funds to SUBGRANTEE only upon execution of this agreement, and CITY is empowered only to provide funds to SUBGRANTEE pursuant to the provisions of this agreement. SUBGRANTEE hereby agrees to protect, defend, indemnify and hold and save harmless CITY, its officers, and employees against any and all Iiability, claims, judgments, costs and 4 C A.9ba.-rccmenis-hhoc 10-2 rls 95-192 a a 2128/97 demands, however caused, including those resulting from death or injury to SUBGRANTEE'S employees and damage to SUBGRANTEE'S property, arising directly or indirectly out of the obligations or operations herein undertaken by SUBGRANTEE, including those arising from the passive concurrent negligence of CITY, but save and except those which arise out of the active concurrent negligence, sole negligence, or the sole willful misconduct of CITY. SUBGRANTEE will conduct all such defense at its sole cost and expense. CITY shall be reimbursed by SUBGRANTEE for all costs or attorney's fees incurred by CITY in enforcing this obligation. Pursuant to California Labor Code Section §1861, SUBGRANTEE acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers' compensation; SUBGRANTEE convenants that it will comply %Kith such provisions prior to commencement of the obligations herein described. SUBGRANTEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Hundred Thousand dollars (5100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars (5250,000) bodily injury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies satisfactory to CITY. SUBGRANTEE shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractors' employees. SUBGRANTEE shall carry at all times incident hereto, on all operations to be performed hereunder, general liability insurance including coverage for bodily injury, property damage, 5 g:4.96ag rccmcnts:hhoc 10.2 rIs 95-192 a� 2ns.97 products/completed operations, and blanket contractual liability. Said insurance shall also include automotive bodily injury and property damage liability insurance. All insurance shall be underwritten by insurance companies in forms satisfactory to CITY for all operations, subcontract work, contractual obligations, project or completed operations and all owned vehicles and non owned vehicles. Said insurance shall name the CITY, its officers, agents and employees Redevelopment Agency as Additional Insureds. SUBGRANTEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount of not less than One Million Dollars ($1,000,000) combined single limit coverage. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be no less than One Million Dollars (SI,000,000). In the event of aggregate coverage, SUBGRANTEE shall immediately notify CITY of any known depletion of limits. SUBGRANTEE shall require its insurer to waive its subrogation rights against CITY and agrees to provide certificates evidencing the same. SUBGRANTEE agrees to comply with all requirements and utilize fair employment practices in accordance with the California Government Code sections 12900 et seq. Nothing herein shall be construed as limiting SUBGRANTEE's ablity to use volunteers or prospective owners fulfilling "sweat equity" requirements as laborers, or to receive donations in the procurement of materials. •:a 141': : I : Wo The CITY has ascertained from the Director of Industrial Relations of the State of California the general prevailing rate of per diem wages and the general prevailing rate for legal 6 T IS 9iagrCcmrnts:hhoc 10.2 r1s 9S•192 2123.97 M holiday and overtime work in the Iocality in which the works is to be performed for each craft or type of work needed to execute this Agreement, and the same has been set forth by resolution on file in the office of the City Clerk of CITY. SUBGRANTEE and any subcontractor under it shall pay not less than said prevailing wage rates to all workers employed on this Subgrantee Agreement; as required by California Labor Code Sections 1771 and 1774. In accordance with the provisions of Section 3700 of the California Labor Code, SUBGRANTEE agrees to secure payment of compensation to every employee. Pursuant to this Agreement and in accordance with section 1774 and 1775 of the California Labor Code, SUBGRANTEE shall, a penalty to CITY, forfeit mcnty-five dollars ($25) for each calendar day or portion thereof for each worker paid (either by SUBGRANTEE or any of its subcontractors) less than the prevailing wage rate established for that particular craft or type of work. WAMMM el RN : • ■• California Labor Code, Section 1810 et seq., shall apply to the performance of this Agreement; thereunder, not more than eight (8) hours shall constitute one day's work and SUBGRANTEE and each subcontractor employed by its hereunder, shall not require more than eight (8) hours of labor per day or forty (40) hours per week from any one person employed by it hereunder, except as stipulated in California Labor Code, Section 1815. SUBGRANTEE and each subcontractor employed by it hereunder shall, in accordance with California Labor Code Section 1812, keep an accurate record, open to inspection at all reasonable hours, showing the 7 0:96a-reements;hhoc 10.2 r1s 95-192 0-.2-S 2,197 MW name and actual hours worked each calendar day and each calendar creek by each worker employed in connection with the PROJECT. Pursuant to this Agreement and in accordance with California Labor Code Section 1813, SUBGRANTEE shall, as a penalty to CITY, forfeit twenty-five dollars ($25) for each worker employed hereunder by SUBGRANTEE or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day or forty (40) hours in any one (I) calendar week in violation of California Labor Code Section 1815. MMM ': uI Clem Viejo I C: i : • : Section 1773.8 of the California Labor Code, regarding the employment of apprentices, is applicable to this PROJECT. Section 1777.5 of the California Labor Code, regarding the employment of apprentices, is applicable to this Agreement. SUBGRANTEE agrees to keep accurate payroll record showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice or worker employed by it in connection with the PROJECT and agrees to require each of its subcontractors to do the same. SUBGRANTEE further agrees that its -payroll records and those of its subcontractors, if any, shall be available at all reasonable times to the CITY, and the employee or his 8 g*96agrccmcnls:hhcc I0-2 rls 95-192 2128197 IN representative, and the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards, and to comply with all of the provisions of California Labor Code Section 1776, in general. It is understood and agreed that the SUBGRANTEE is, and shall be, acting at all times hereunder as an independent contractor and not as an employee of CITY. SUBGRANTEE shall secure, at its expense, and b� responsible for any and all payment of income tax, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for SUBGRANTEE and its officers, agents and employees, and all business licenses, if any, in connection «ith the PROJECT. 23. N'OTICES All notices pertaining to this Agreement, and any communications from the parties may be made by delivery of said notices in person or by depositing said notices in the U.S. Mail, registered or certified mail, return, receipt requested, postage prepaid and addressed as follows: To CITY: City of I luntington Beach Department of Economic Development 2000 Main Street, 5th Floor . Huntington Beach, CA 92648 Attn: Greg Brown, Dev. Specialist (714) 960-8831 To SUBGRANTEE: Habitat of Humanity 8361 Westminster Avenue, Suite 210 Westminster, CA 92683 Attn: Barbara D'Amore, Exec. Director (714) 8954331, Ext. 23 Any of the parties may cancel this Agreement by giving thirty (30) days written notice of said cancellation to the other party hereto. In the event of termination or cancellation for any reason, CITY shall be liable for services rendered up to such termination. 9 g:4:963grccmcncs:hhoc 10.2 rls 9a-192 2125.97 (D.2-77 rIF �J L.� Z : Clowul This document fully expresses all understandings of the parties concerning all matters covered and shall constitute the total Agreement. 'No prior written or oral provisions or understanding, between the parties shall have any force or affect. No addition to or alteration of the terms of this Agreement shall be valid unless made in writing and formally adopted in the same mariner as this Agreement. r • • This agreement shall be void and its terms shall have no force or effect xvhatsoever if not signed by authorized agents or officers of SUBGRANTEE within thirty (30) days of receipt of REST OF PAGE NOT USED 10 gA:96aorccmcnls:hhoc 10-2 r1s 95-192 2►2&'47 eZ ME this document. It shall be the responsibility of the City to transmit this agreement and any.other necessary documentation to SUBGRANTEE and to record the date of receipt thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and tluough their authorized agents the day, month and year first above written. SUBGRANTEE: CITY: HABITAT FOR HUMANITY OF CITY OF HUNTINGTON BEACH ORANGE COUNTY, INC. a California municipal corporation a California Non -Profit Public Benefit Corporation by: �5 l its: President by: its: Se etary ATTEST: City Clerk REVIEWED PPROVED: i y Administrator g:4.96a_ rccmcnts:hhoc 10.2 r1s 9;•192 MS197 Mayor • V� APPROVED AS TO FORM: ., it Attorney y INITIATED AND APPROVED: d c. 4xn Director of I;conomie evelopment V Q RCA of April 21, '1997, Approving Original Agreement ATTACHMENT #3 Council/Agency Meeting field:__ Y_-A1-9-_ Deferred/Continued to: zo-' -- 0 pproved ❑ Conditionally Approved ❑ Denied City Clerk's S14nature Council Meeting Date: April 21, 1997 Department ID Number. ED 97-18 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIUREDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND CITY COUNCIL MEMBERS/REDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City AdministratorlExecutive Director PREPARED BY: DAVID C. BIGGS, Director of Economic Development Ccq-e ,;¢ 7R `�o. 97 •-�8 - L��-. its . �8! SUBJECT: Joint Public Hearing - Approval of a DDA and CDBG Loan Agreement with Orange County Habitat for Humanity for the Ar-m0cifinn of 7RR9 Onnnfrf Pnnr{ Statement of Issue, Funding Source. Recommended Action. Alternative Action(s), Analysis, Environmental Status, Attachmentis) Statement of Issue: A Community Development Block Grant (CDBG) Loan Agreement between the City and Habitat for Humanity and a Disposition and Development Agreement (DDA) between the Redevelopment Agency and Habitat is submitted for approval. The CDBG agreement provides $91.000 for the acquisition of a City -owned parcel located at 7682 Ronald Road; and up to $73,000 in administration and pre -development costs. The DDA outlines the conditions for the transfer and use of the site and commits the Agency for up to $40,000 in building and planning permit fees from housing set aside funds. Funding Source: CDBG Account No. E-HP-ED-913-6-10-00; and currently budgeted redevelopment housing set aside funds from Account No. E-TX-ED-810-6-10-00. Recommended Acti6n: Motion to: City and Redevelopment Agency Actions: 1. Open a joint public hearing on the DDA. City Action(s): 1. Adopt the attached Resolution of the City Council of the City of Huntington Beach authorizing the transfer of 7682 Ronald Road to the Redevelopment Agency for subsequent conveyance to Habitat for Humanity. .J � ' Y REQUEST FOR COUNCIUREDEVELOPMENT AGENCY ACTION ' MEETING DATE: April 21, 1997 DEPARTMENT ID NUMBER: ED 97-18 City Action(s): (continued) 2. Approve a CDBG loan agreement for a total of $163.000 in Community Development Block Grant funds between the City and Habitat for Humanity and authorize its execution by the Mayor and City Clerk. Redevelopment Agency Actions: 1. Adopt the attached Resolution of the Huntington Beach Redevelopment Agency authorizing the sale and conveyance of 7682 Ronald Road to Habitat for Humanity for the construction of three condominium units for ownership by very low income families. 2. Approve a Disposition and Development Agreement between the Redevelopment Agency and Habitat for Humanity and authorize its execution by the Chairperson and Agency Clerk. Alternative Action(s): 1. Do not approve the transaction, or modify the proposed transaction. Analysis: For many years, staff and Habitat for Humanity have been negotiating for the construction of a very low income property on the City -owned site at 7682 Ronald Road. Staff and Habitat have concluded negotiations (a complete outline of deal points for both agreements is included as Attachment No. 6) and have agreed to the following terms: City Responsibilities The City will provide $163,000 in CDBG funds. A portion of these funds ($91,000) will be used by Habitat to acquire the Ronald Road property. The balance of the funds will be used by Habitat for certain administrative and pre -construction cost as allowed by CDBG regulations. Redevelopment Agency Responsibilities • The Agency will acquire the site from the City for $91,000 and transfer the site to Habitat for Humanity. • Construction of off -site improvements was originally negotiated as an Agency obligation, however, Habitat will fund the one-half alley reconstruction from project or CDBG funds. • Finally, the Agency will fund up to $40,000 in development and plan check fees. Q HA©TRCAMOC -2- 04109197 5:07 Phi `J • • I 0 REQUEST FOR COUNCILIREDEVELOPMENT AGENCY ACTION MEETING DATE: April 21,1997 DEPARTMENT ID NUMBER: ED 97-18 �40 • The Agency is obligated for up to $50,000 in hazardous materials remediation costs, if any. Developer Responsibilities Habitat will acquire the site from the Agency, will construct one two -bedroom and two three -bedroom condominium units including attached garages and private open patios. Developer Responsibilities (cant.) • All units will remain affordable for thirty years for households earning less than 50% of Orange County median income (defined as very low income) as defined in Section 50052.5 of the California Health and Safety code. • Habitat will acquire the site from the Agency, will construct one two -bedroom and two three -bedroom condominium units including attached garages and private open patios. ►;► All units will remain affordable for thirty years for households earning less than 50% of Orange County median income (defined as very low income) as defined in Section 50052.5 of the California Health and Safety code. • Habitat must form a home owners association and have Covenants, Conditions and Restrictions (CCBR's) approved by the Agency. The form of the proposed CCBR's are attached to the DDA (Attachment No. 5). Project Description The proposed project will be built on a vacant City -owned parcel at 7682 Ronald Road. Located west of Beach Boulevard and north of Talbert Avenue (see Attachment No. 3). The site is in a Community Development Block Grant (CDBG) enhancement area where a mix of aging single family homes and rental properties are combined with newer three to ten unit multifamily rental properties. A new ownership opportunity will be a welcome addition to this low and moderate income neighborhood. There will be one 2 bedroom (one story) unit and two 3 bedroom (two story) units with 967 and 1,116 square feet of living space respectively. The units will have dining rooms, washers and dryers, and two car garages. Further, they are designed to comply with the Americans v4th Disabilities Act. �eI Potential buyers of the homes are screened by a Habitat volunteer committee. These would-be home owners must contribute 600 hours of "sweat equity", either by working on other Habitat projects or helping with office work, or some combination or volunteer work HAURCA.QOC 4- 04/09/97 8:51 AM n REQUEST FOKCOUNCIL/REDEVELOPMEN�AGENCY ACTION MEETING DATE: April 21,1997 DEPARTMENT ID NUMBER: ED 9748 for Habitat. Home owners are chosen based on need, ability to repay the loan, family size, commitment to Habitat goals and willingness to volunteer time on behalf of Habitat. Race or religion are not factors in the selection process. Long term affordability is a goal of both Habitat and the Redevelopment Agency. Not only are the initial buyers required to be very low income at the time of purchase, Habitat reserves a first right of refusal to re -purchase a unit from a seller. if Habitat does not re- purchase the home, any subsequent transfer must be approved by Habitat and the Agency has the right to inspect and verify all documents that demonstrate the potential buyer's household income. The Agency's involvement with this project is consistent with the City Council's established goal of providing for a diverse housing stock throughout the community (City Goal #8). Environmental Status: Categorically exempt under the National Environmental Protection Act (NEPA). DDA is exempt under the California Environmental Quality Act (CEQA), Section 15303, Class 3 and Section 153012, Class 12. A Attachmentfs): hiTU:DCB:GAB:gb 1. City Resolution moo. 97'-_)8 2. Agency Resolution 3. Location Map: 7682 Ronald Road 4. CDBG Agreement 5. Disposition and Development Agreement 6. Summary Report 33433 �1 60 HABTRCA.DOC 4- 04/09/97 8:59 Ah! RCA ROUTING S'AEET INITIATING DEPARTMENT: Economic Development SUBJECT: Approve and Execute Extension to Agreement with Habitat for Humanity COUNCIL MEETING DATE: March 1, 1999 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (wlexhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (wlexhibits if applicable) (Signed in full by the City Aifomey) Attached Subleases, Third Party Agreements, etc. (Approved as to form by CityAtfome) Not Applicable Certificates of Insurance (Approved by the City Attomey) 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 RDED Administrative Staff { } { } Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) ( } ( ) City Clerk ( ) f EXPLANATION FOR RETURN OF ITEM: r "�d PROOF OF PUBLICATION STATE OF CALIFORNIA) County of Orange 1 am a Citizen of the resident of the Cou over the age of eighte } SS. United States and a my aforesaid; I am en years, and not a party to or interested in the below entitled matter. I am a principal clerk of the HUNTINGTON BEACH INDEPENDENT, a newspaper of general circulation, printed and published in the City of Huntington Beach, County of Orange, State of California, and that attached Notice is a true and complete copy as was printed and published in the Huntington Beach and Fountain Valley issues of said newspaper to wit the is5ue(s) of: April 3, 1997 April 10, 1997 April 17, 1997 I declare, under penalty of perjury, that the foregoing is true and correct. Executed on April 17, 199 7 at Costa Mesa, California. / / / -Signature 4�1 C11. 1-Z 0 6& �-I -�7 .- PUBLIC NOTICE NOTICE OF JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF HUN- TINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ON A PRO- POSED DISPOSITION AND DEVEROPMENT- GREEMENT M&W-1 ING FOR THE SALE OF REAL PROPERTY OUT- SIDE THE REDEVEL- OPMENT AREA BUT TO THE BENEFIT OF HE MAIN -PIER REDE- VELOPMENT PROJECT AREA OF THE CITY OF HUNTINGTON BEACH D HABITAT FOR HU• AMITY, ORANGE NOTICE IS HEREBY GIVEN that the City Council of the City of Hunling•on . Beach, California. ( the -City" ) and the Redevel. opment Agency of the City it Huntington Bea_h ( the 'Agency" ) will hold a jcint - ;rubliC hearing on April 21. i997 at the hour of 8:30 ).m.. or as soon theteaffer Is the matter can. be neard, at 2000 Alain Street, iunlington Beach, Califor- nia. in the Council Char- oers, pursuant to the Carl. lornia Community Redevel. opment law (Health and Safety Code Sections . 33000. et seq.) for the pur- I pose of Considering the ap- i ctroval of a proposed D s• position and Development Agreement r the Agree. ment") between the Agency and HaSilal for Hu• maruty of Orange Count Inc., a California nonproXi Public benefit Corporation ("Developer*'). The Agree- ment provides for the sale of approximately SOBS square feet (or .21 acres) of real property bounded by Ronald Road to the north, a 20 ft. paved alley 10 the South, existing mutt - family housing to the crest, and t0 the east (the "Site'l ya the Developer and tr•.a construction thereon by hie Developer of ■ thteo unit condominium development for very -I how Income house - olds. The units Created by this project will be credited 10 the housing obligations of the kfain-F,er Redevet• opment Project Area of the C.ty of Hunling!on Beach (the "Project Area"). The puiposo of the Joint hearing is to Consider. 1. The proposed sale of real property by the : Agency to Developer. 2. the proposed terms and Conditions of such sale 1f real property. 3. The proposed Dis- position and Development A0ieamsnL _ __. irony for and against the approval of the Daposil.on and Deve:opment Agree• menl and the Sale of real properly and the leans and .Conditions therein. The Agency has prepared a Summary Report In con- nection with the Agreement wnich describes and speci- fies: a. The cost to the Agency of the Agresmant. b. The estimated value of _ he Interest to be sold. de - ermined. ri) at the highest d best uses permitted nder the Redevelopment j clan, and (i) at the use and with the COndil.Ons, covenants, and develop- ment Costs required by the sale. c. The purchase O whprice, Ilj no an explanation y he purchase price is less an the lair market value of the Interest to be con- veyed (it applicable). de- termined at the highest and best use consistent with the Redevelopment Plan. ,d. An explanation Ot why Re sale will assist In the elimination of blight. ;e. War part,nent eco- homlC analysis. ':At the above stated day, hour, and place. any and all persons having Objec- Pons to or wishing to ex- Ocess support of the pro- osed Disposition and De- velopment Agreement, the 3fOpoSed sale Of rea_I prop- ery of the proposed terms and cond.lions ther9fos, or the regularity of any 0`. the . prior proceedings. may ap• pear and te heard Y the Agency and the C 1y Council on the proposed Disposition and Develop- ment Agreement. the pro• posed sale of real property and the proposed terms and COnaitrons therein. Any persons desiring to be heard at the hearing wi!1 be at!orded an opportunity to be heard. At any time not later than the hour set for hearing, any person objecting to or supponing the proposed Disposition and Develop- ment Agreement, the pro- posed sale of real property or the terms and Conditions therein, May file In •Inning wrfh the Cay Clerk a sta!e- menl of his or her Objec- tions thereto Of support thereof. Tne documents referred to above are available for public Inspection and copying during regular of- fice hours at the offices of rho City Clerk and Clerk of Iha R*development Agency, 2000 Main Street, Huntington Beach. Ca'ifor- nia. Dated 4-3-1997. Isl Connie Brockway. ;City Clark of the City of -Huntington Beach and (Clerk of the Redevel- opment Aganogr`41 the City of -140n0ngton Bosch. : Published Hunllnpton Beach -Fountain Valley In. dependent April 3. 10. 17. 1997 City of Huntington Beach 2000 MAIN STREET CALIFORNIA 92648 DEPARTMENT OF ECONOMIC DEVELOPMENT Director 7141536-5582 Redevelopment 7141536-5582 FAX 7141375-5087 Housing 7141536-5542 December 11, 1997 First American Title Company 114 East Fifth Street Santa Ana, CA 92701 Attention; Katherine Soto, Escrow Officer Dear Katherine: VIA FACSIMILE & U.S. MAIL SUBJECT. Acqulsltlon Escrows No. 9762762M & 9762763M — Habltat for Humanity (7862 Ronald Drive) As we discussed in our recent telephone conversation, please close the subject escrows and take the following actions on behalf of the City of Huntington Beach: 1. Record the City to Redevelopment Agency Conveyance Grant Deed; 2. Record the Redevelopment Agency to Habitat for Humanity Grant Deed; 3. Record the Memorandum of Disposition and Development Agreement (DDA). Further, Habitat will record a Declaration of Covenants and Restrictions prior to conveyance of each unit to an owner -occupant, and will provide proof of recording to the Agency. Thank you for your assistance and your patience. Should you need further help with this transaction, please call me at 714 960-8831. Since Wry.list GAB:Ib Copies: David C. Biggs, Director of Economic Development Connie Brockway, City Clerk Barbara D' Amore, Executive Director, Habitat for Humanity g:lbrownlhabitatlfstamer4.doc W 0 A -A. & City of Huntington Beach 2000 MAIN STREET CALIFORNIA92648 DEPARTMENT OF ECONOMIC DEVELOPMENT Director 714/536-5582 Redevelopment 7141536.5582 FAX 7141375-5087 Housing 714/536-5542 .tune 11, 1997 First American Title Company 114 East Fifth Street Santa Ana, CA 92701 Attention: Katherine Soto, Escrow Officer Dear Katherine: VIA FACSIMILE & U.S. Mail SUBJECT., Acquisition Escrows No. 9762762M & 9762763M— Habitat for Humanity (7862 Ronald Road); REVISED W/4) A a 71'o As we discussed in our telephone conversation, please delay the close of these escrows until you receive confirmation from me that the closings are ready to proceed. Also, please take the following actions (as amended) on behalf of the City of Huntington Beach: 1. Record the City to Redevelopment Agency Conveyance Deed of Trust; 2. Record the Redevelopment Agency to Habitat for Humanity Deed of Trust; 3. Record the Memorandum of Disposition and Development Agreement (DDA). Also, please ensure that the following items are in place: • Confirm that casualty insurance in the amount of $91,000 is in force; • Secure an ALTA Lenders Title Insurance Policy in the amount of $91,000. if you have a preliminary titie.report available, please forward a copy to Suzanne Hall, in care of Barbara D' Amore, Executive Director of Habitat for Humanity, Orange County. Thank you for your assistance! Should you need further help with this transaction, please call me at (714) 960-8831. .,.._ rZ n .� r =, 't r► ,,.�Brownt VGrA. Specialist c. GB:gb Enclosures Copies: Connie Brockway, City Clerk Barbara D' Amore, Executive Director, Habitat for Humanity g:lbrownlhabitatlfstamer1doc 16J CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK CITY CLERK LETTER OF TRANSNIITTAT, REGARDING ITENT APPROVED BY THE CITY COUN'CILIREDF,VEI,OPNIENT AGENCY APPROVED ITENI 1)A' See Attached Action Agenda Item b --ej ATTENTION: DEPARTIMENT: REGARDING:a�O/'21iX.¢.ct ,� Date of Approval a/ 9 F.ccc�l�J Enclosed For Your Records Is An Executed Copy Of The Above Referenced Item For Your Records. om &61 Connie Brockway City Clerk Attachments: Action Agenda Page Agreement Bonds Insurance RCA Deed Other Remarks - CC: ame %artment oV RCA Agreement Insurance Name Department RCA Ar{eemert Insurance Other Tame Dcrartment RCA Agreement Insurance Other Risk htanagcmcnt Department Insurance Copy G Tolto,k%vpagrmtstranshr ITelephone: 714-53G-5227 ) City of Huntington Beach 2000 MAIN STREET CALI FORNIA 92648 DEPARTMENT OF ECONOtitIC DEVELOPMENT Director 714/536-5582 Redevelopment 7141536-5582 FAX 714/375-5087 Housing 714/536-5542 My 6, 1997 First American Title Company 114 East Fifth Street Santa Ana, CA 92701 Attention: Katherine Soto, Escrow Officer Dear Katherine: VIA FACSIMILE & REGULAR MAIL SUBJECT: Acquisition Escrows —Habitat for Humanity (7862 Ronald Road) As we discussed during our recent telephone conversation, please open two escrows for t1is transaction: • One escrow between the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach. This escrow is needed to convey the subject property from the City to the Redevelopment Agency; • A second escrow between the Redevelopment Agency and Habitat for. Humanity, Orange County, in order to convey the subject property to Habitat for total consideration of $91,000.00. Additional escrow instructions will be sent to you once the escrow numbers are ent to me. I have been told by our accounting staff that the acquisition funds will riot be ordered until a demand invoice is submitted to me by First American (recall that the City is depositing the acquisition funds on behalf of Habitat). Please open the escrows and request the funds as soon as possible. I look forward to working with you on this project. If you have any questions, please call me at 714-960-8831, or Luann Brunson at 536-5582. Gr ry . rown 6st Dev ent Specia GB:gb Enclosures Copies: Connie Brockway, City Clerk Barbara D' Amore, Executive Director, Habitat for Humanity l-:%rown%babiti fstameri.doc r ar N Council/Agency Meeting Held:_ N,1I-�i7 Deferred/Continued to: WA pproved O Conditionally Approved O Denied City Clerk's Signature Council Meeting Date: April 21, 1997 Department ID Number. ED 97-18 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCILIREDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE MAYORICHAIRMAN AND CITY COUNCIL MEMBERSIREDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator/Executive Director C PREPARED BY: DAVID C. BIGGS, Director of Economic Development C6"^c,i¢ W `X4. 9 7 - 4 8 - a V? )G . 281 SUBJECT: Joint Public Hearing -Approval of a DDA and C BG Loan Agreement with Orange County Habitat for Humanity for the Arrvtttctf r%n of 7RR9 Rnnatrl Rnar! Statement of Issue, Funding Source, Reconmended Action, Alternative Action(s), Analysis. Environmental Status, Attachment(sj Statement of issue: A Community Development Block Grant (CDBG) Loan Agreement between the City and Habitat for Humanity and a Disposition and Development Agreement (DDA) between the Redevelopment Agency and Habitat is submitted for approval. The CDBG agreement provides $91,000 for the acquisition of a City -owned parcel located at 7682 Ronald Road; and up to $73,000 in administration and pre -development costs. The DDA outlines the conditions for the transfer and use of the site and commits the Agency for up to $40,000 in building and planning permit fees from housing set aside funds. Funding Source: CDBG Account No. E-HP-ED-913-6-10-00; and currently budgeted redevelopment housing set aside funds from Account No. E TX-ED-810-6-10-00. Recommended Action: Motion to: City and Redevelopment Agency Actions: 1. Open a joint public hearing on the DDA. City Action(s): 1. Adopt the attached Resolution of the City Council of the City of Huntington Beach authorizing the transfer of 7682 Ronald Road to the Redevelopment Agency for subsequent conveyance to Habitat for Humanity. REQUEST FORYOUNCIVREDEVELOPMENTAGENCY ACTION MEETING DATE: April 21,1997 DEPARTMENT ID NUMBER: ED 97-18 City Action(s): (continued) 2. Approve a CDBG loan agreement for a total of $163,000 in Community Development Block Grant funds between the City and Habitat for Humanity and authorize its execution by the Mayor and City Clerk. Redevelopment Agency Actions: 1. Adopt the attached Resolution of the Huntington Beach Redevelopment Agency authorizing the sale and conveyance of 7682 Ronald Road to Habitat for Humanity for the construction of three condominium units for ownership by very low income families. 2. Approve a Disposition and Development Agreement between the Redevelopment Agency and Habitat for Humanity and authorize its execution by the Chairperson and Agency Clerk. Alternative Action(s): 1. Do not approve the transaction, or modify the proposed transaction. Analysis: For many years, staff and Habitat for Humanity have been negotiating for the construction of a very low income property on the City -owned site at 7682 Ronald Road. Staff and Habitat have concluded negotiations (a complete outline of deal points for both agreements is included 7s Attachment No. 6) and have agreed to the following terms: City Responsibilities The City will provide $163,000 in CDBG funds. A portion of these funds ($91,000) will be used by Habitat to acquire the Ronald Road property. The balance of the funds will be used by Habitat for certain administrative and pre -construction cost as allowed by CDBG regulations. Redevelopment Agency Responsibilities • The Agency will acquire the site from the City for $91,000 and transfer the site to Habitat for Humanity. • Construction of off -site improvements was originally negotiated as an Agency obligation, however, Habitat will fund the one-half alley reconstruction from project or CDBG funds. • Finally, the Agency will fund up to $40,000 in development and plan check fees. HABTRCA.DOC -2- 04/09/97 5:07 PM 1, 1 REQUEST FOR-OUNCIUREDEVELOPMENTYGENCY ACTION MEETING DATE: April 21,1997 DEPARTMENT ID NUMBER: ED 97-18 • The Agency is obligated for up to $50,000 in hazardous materials remediation costs, if any. Developer Responsibilities • Habitat will acquire the site from the Agency, will construct one two -bedroom and two three -bedroom condominium units including attached garages and private open patios. Developer Responsibilities (cont.) • All units will remain affordable for thirty years for households earning less than 50% of Orange County median income (defined as very law income) as defined in Section 50052.5 of the California Health and Safety code. • Habitat will acquire the site from the Agency, will construct one two -bedroom and two three -bedroom condominium units including attached garages and private open patios. • All units will remain affordable for thirty years for households earning less than 50% of Orange County median income (defined as very low income) as defined in Section 50052.5 of the California Health and Safety code. • Habitat must form a home owners association and have Covenants, Conditions and Restrictions (CC&R's) approved by the Agency. The form of the proposed CC&.R's are attached to the DDA (Attachment No. 5). Project Description The proposed project will be built on a vacant City -owned parcel at 7682 Ronald Road. Located west of Beach Boulevard and north of Talbert Avenue (see Attachment No. 3). The site is in a Community Development Block Grant (CDBG) enhancement area where a mix of aging single family homes and rental properties are combined with newer three to ten unit multifamily rental properties. A new ownership opportunity will be a welcome addition to this low and moderate income neighborhood. There will be one 2 bedroom (one story) unit and two 3 bedroom (two story) units with 067 and 1,116 square feet of living space respectively. The units will have dining rooms, crashers and dryers, and two car garages. Further, they are designed to comply with the Americans with Disabilities Act. Potential buyers of the homes are screened by a Habitat volunteer committee. These would-be home owners must contribute 600 hours of "sweat equity% either by working on other Habitat projects or helping with office work, or some combination or volunteer work 11ABTRCA.DOC -3- 04/09197 a:51 AM REQUEST FOI:�OUNCIL/REDEVELOPMENT 7 GENCY ACTION MEETING DATE: April 21, 1997 DEPARTMENT ID NUMBER: ED 97.18 for Habitat. Home owners are chosen based on need, ability to repay the loan, family size, commitment to Habitat goals and willingness to volunteer time on behalf of Habitat. Race or religion are not factors in the selection process. Long term affordability is a goal of both Habitat and the Redevelopment Agency. Not only are the initial buyers required to be very low income at the time of purchase, Habitat reserves a first right of refusal to re -purchase a unit from a seller. If Habitat does not re- purchase the home, any subsequent transfer must be approved by Habitat and the Agency has the right to inspect and verify all documents that demonstrate the potential buyers household income. The Agency's involvement with this project is consistent with the City Council's established goal of providing for a diverse housing stock throughout the community (City Goal #8). Environmental Status: Categorically exempt under the National Environmental Protection Act (NEPA). DDA is exempt under the California Environmental Quality Act (CEQA), Section 15303, Class 3 and Section 153012, Class 12. Attachment(s): 1. City Resolution W.* 97 -Df1 2. Agency Resolution 7?., • .20 3. Location Map: 7682 Ronald Road 4. CDBG Agreement 5. Disposition and Development Agreement 6. Summary Report 33433 MTU:DCB:GAB:gb HABTRCA.DOC -4- 04/09/97 8:59 AM • J (7) 04/21/97 - Council/Agency Agenda - Page 7 D-2. (City Council/Redevelopment Agency) Joint Public Hearing Between City Council/Redevelopment Agency - Council Resolution No. 97-28 - Agency Resolution No. 281 Regarding Approval Of A °'�' Community Development Block(Disposition CBDG)GrantLAgreementDevelopment Loan With Oran -Cie County Habitat For Humanity - Acquisition Of Property - 7682 Ronald Road (600.30) - Staff report from Economic Development Department. Joint Public Hearing pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq, for the purpose of considering the approval of a proposed Disposition and Development Agreement ("the Agreement") between the Agency and Habitat for Humanity of Orange County, Inc., a California nonprofit public benefit corporation ("Developer"). The Agreement provides for the sale of approximately 9,085 square feet (or .21 acres) of real property bounded by Ronald Road to the north, a 20 feet. paved alley to the south, existing multi -family housing to the west, and to the east (the "Site") to the Developer and the construction thereon by the Developer of a three unit condominium development for very -low income households. The units created by this project will be credited to the housing obligations of the Main -Pier Redevelopment Project Area of the City of Huntington Beach (the "Project Area"). The purpose of the joint public hearing is to consider: 1 The proposed sale of real property by the Agency to Developer. 2 The proposed terms and conditions of such sale of real property. 3 The proposed Disposition and Development Agreement. 4 All evidence and testimony for and against the approval of the Disposition and Development Agreement and the sale of real property and the terms and conditions therein. The agency has prepared a Summary Report in connection with the Agreement which describes and specifies: a. The cost to the Agency Agreement. b. The estimated value of the interest to be sold, determined: (i) at the highest and best uses permitted under the Redevelopment Plan, and (ii) at the use and with the conditions, covenants, and development costs required by the sale. c. The purchase price, and an explanation of why the purchase price is less than the fair market value of the interest to be conveyed (if applicable), determined at the highest and best use consistent with the Redevelopment Plan. d. An explanation of why the sale will assist in the elimination of blight. e. Other pertinent economic analysis. [Approved All Recommended Actions 7-0] (Continued on next page) (7) -i t' e i Page 8 - Council/Agency Agenda - 04/21/97 (8) Recommended City Council Redevelopment Agency Motion: Open the joint public hearing on the Disposition and Development Agreement and following testimony and close of hearing, adopt the following recommended City Council motion: Recommended City Council Motion: 1. Adopt Council Resolution No. 97-28 authorizing the transfer of 7682 Ronald Road to the Redevelopment Agency for subsequent conveyance for Habitat for Humanity "A Resolution Of The City Council Of The City Of Huntington Beach Approving The Transfer And Sale Of Certain Property Outside Of The Redevelopment Project Area, But In Benefit To The Main -Pier Redevelopment Project Sub Area, To Habitat For Humanity Of Orange County, Inc., A California Non -Profit Public Benefit Corporation; Approving The Disposition. And Development Agreement Pertaining Thereto; And Making Certain Findings With Respect To Such Sale (7862 Ronald Road). " [Approved 7-0] and 2. Approve and authorize execution by the Mayor and City Clerk of an Agreement between the City of Huntington Beach and Habitat for Humanity of Orange County, Inc., for Federal Community Development Block Grant Funds for a total of $163,000 in Community Development Block Grant funds between the city and Habitat for Humanity. [Approved 7-0] Recommended Redevelopment Agency Motion: 1. Adopt Agency Resolution No. 281 of the Huntington Beach Redevelopment Agency authorizing the sale and conveyance of 7682 Ronald Road to Habitat for Humanity for the construction of three condominium units for ownership by very low Income families - "A Resolution Of The Redevelopment Agency Of The City Of Huntington Beach Approving The Sale Of Certain Property Outside Of The Redevelopment Project Area, But In Benefit To The Main -Pier Redevelopment Project Sub Area, To Habitat For Humanity Of Orange County, Inc., A California Non -Profit Public Benefit Corporation; Approving The Disposition And Development Agreement Pertaining Thereto; And Making Certain Findings With Respect To Such Disposition And Development Agreement And Such Sale (7862 Ronald Road)." [Approved 7-0] and 2. Approve and authorize execution of a Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Habitat for Humanity of Orange County Inc. [Approved 7-01 (8) V �.J City Resolution No. 97-.2f? ATTACHMENT #1 RESOLUTION NO. 97-28 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING THE TRANSFER AND SALE OF CERTAIN PROPERTY OUTSIDE OF THE REDEVELOPMENT PROJECT AREA, BUT IN BENEFIT TO THE MAIN -PIER REDEVELOPMENT PROJECT SUB AREA, TO HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO; AND MAKING CERTAIN FINDINGS WITH RESPECT TO SUCH SALE (7862 RONALD ROAD) WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency") is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Main -Pier Redevelopment Project Sub area (the "Project") and has adopted an Implementation Plan for the Project in accordance with California Health and Safety Code Section 33490 (the "Implementation Plan"); and California Health and Safety Code Section 33334.2 and the Redevelopment Plan for the Main - Pier Redevelopment Project Sub area ("Project Area") authorizes and directs the Agency to expend not less than twenty percent (20%) of all taxes that are allocated to the Agency pursuant to California Health and Safety Code Section 33670 (all section references herein are to the Health and Safety Code unless otherwise specified) for the purpose of increasing, improving and preserving the community's supply of low and moderate income housing available at affordable housing cost to persons and families of low and moderate income, lower income, and very low income; and Pursuant to applicable law the Agency has established a Low and Moderate Income Housing Fund ("Housing Fund"); and Pursuant to Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very low income and lower income households, or persons and families of low and moderate income to the extent those households cannot obtain housing at affordable costs on the open market; and Pursuant to Section 33334.2(g), Huntington Beach City Council Resolution No. 6026 dated June 26, 1989, and Agency Resolution No. 174 dated June 26, 1989, the Agency is authorized to make expenditures from the Housing Fund outside redevelopment project areas if such use will be of benefit to one or more of the project areas; and 4/s:PCD:Reso1ution:City7862 RLS 97-228 k The Agency is required pursuant to Section 33413 to rehabilitate, develop or construct replacement dwelling units for those units housing persons and families of lower income which have been destroyed or removed from the lower income housing market as part of a redevelopment project; and The Agency has destroyed and removed certain units which housed persons of lower income within the Project Area; and In order to carry out and implement its affordable housing activities, the Agency proposes to sell certain property outside of the Project Area to Habitat for Humanity of Orange County, Inc. , a California Non -Profit Public Benefit Corporation (the "Developer'), to construct improvements thereon, pursuant to the terms and provisions of certain Disposition and Development Agreement (the "Agreement', which Agreement contains a description of said property and provides for the construction of three (3) three condominium residential units for sale to very low income households (the "Development'); and The Developer has submitted to the Agency and this City Council of the City of Huntington Beach copies of said proposed Agreement in a form desired by the Developer; and The Agency has reviewed and discussed said proposed Agreement, and has recommended that the City Council approve and tf:e Agency enter into the Agreement; and Pursuant to the California Community Redevelopment Law (California Health and Safety Code, Sections 33000, ct sea.) the Agency and the City Council held a joint public hearing on the proposed sale of such real property pursuant to such Agreement; having duly published notice of such public hearing and made copies of the proposed Agreement and other reports and documents available for public inspection and comment; and WHEREAS, the City Council has duly considered all terms and conditions of the proposed sale of real property and believes that the development of the real property pursuant to the proposed Agreement is in the best interests of the City and health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local law and requirements, NOW, THEREFORE, the City Council of the City of Huntington Beach, does hereby resolve as follows: I. The City Council recognizes that it has received and heard all oral and written objections to the proposed Agreement, to the proposed sale of the real property and construction of the improvements thereon pursuant to the proposed Agreement, and to other matters pertaining to this transaction, and that all such oral and written objections are hereby overruled. 2. The City Council hereby finds and determines that the consideration to be paid by the Developer for the sale of the real property as described in the Agreement is not less than the fair reuse value at the use and with the covenants and conditions and development costs E 4!s: PCD: RcsoTution:City7682 RLS 97-229 L authorized by the Agreement. The City Council hereby further finds and determines that all consideration to be paid under the Agreement is in amounts necessary to effectuate the purposes of the Redevelopment Plan for the Redevelopment project. 3. The City Council hereby finds and determines that the sale of the property is of benefit to the Main -Pier Redevelopment Project Sub area, and is consistent with the Implementation Plan. 4. The Project is categorically exempt from the provisions of the California Environmental Quality Act ("CEQA') pursuant to Section 15303, Class 3 and Section I53012, Class 12 of the State CEQA Guidelines. 5. The City Council finds and determines that the housing units to be constructed by the Agreement which are restricted to persons and families of very low income qualify as replacement dwelling units for those dwelling units in the Project Area which were destroyed and removed pursuant to the Redevelopment Project, or are required as production units under Health and Safety Code Section 33413. 6. The sale of the real property and the Agreement which establishes the terms and conditions for the sale and development of the real property are hereby approved. 7. The City Council hereby authorizes the City Clerk to deliver a copy of this Resolution to the Executive Director and members of the Agency. A copy of the Agreement, when executed by the Agency, shall be placed on file in the office of the City Clerk. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting held 21st day of April 1997. ATTEST: City Clerk REVIENVED AND APPROVED: ity Adminis to APPROVED AS TO FORM: City Attorney gjslg1 INITIATED AND APPROVED: &d, Director of Economic Development 3 *N11 43:PCU:Rcso1u6on:C11y7682 RLS 97-228 Ites. No. 97-28 STATE OF CALIFOILNIA ) COUNTY OF ORANGE ) ss: CITY OF IIUNTINGTON BEACII } I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at an adjourned regular meeting thereof held on the 21st day of April, 1997 by the following vote: AYES: Julien, Harman, Dettloff, Bauer, Sullivan, Green, Garofalo NOES: None ABSENT: None cG — q±e� City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California Glresol ut i/resK pg197-2 8 Redevelopment Agency Resolution No. a2 PI � ATTACHMENT #2 M RESOLUTION NO. 281 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF TIIE CITY OF HUN'TINGTON BEACH APPROVING THE SALE OF CERTAIN PROPERTY OUTSIDE OF TIIE REDEVELOPMENT PROJECT AREA, BUT IN BENEFIT TO TIIE MAIN -PIER REDEVELOPMENT PROJECT SUB AREA, TO HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO; AND MAKING CERTAIN FINDINGS NVITII RESPECT TO SUCH DISPOSITION AND DEVELOPMENT AGREEMENT AND SUCH SALE (7862 RONALD ROAD) WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency') is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Redevelopment Project (the "Project"), and has adopted an Implementation Plan for the Redevelopment Project in accordance with California Health and Safety Code Section 33490 (the "Implementation Plan"); and California Health and Safety Code Section 33334.2 and the Redevelopment Plan for the Main -Pier Redevelopment Project Sub area ("Project Area") authorize and direct the Agency to expend not less than twenty percent (20%) of all takes that are allocated to the Agency pursuant to California Health and Safety Code Section 33670 (all section references herein are to the Health and Safety Code unless otherwise specified) for the purpose of increasing, improving and preserving the community's supply of low and moderate income housing available at affordable housing cost to persons and families of low and moderate income, lower income, and very low income; and Pursuant to applicable law the Agency has established a Low and Moderate Income Housing Fund ("Housing Fund"); and Pursuant to Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very Iow income and lower income households, or persons and families of low and moderate income to the extent those households cannot obtain housing at affordable costs on the open market; and Pursuant to Section 33334.2(g), Huntington Beach City Council Resolution No. 6026 dated June 26, 1989, and Agency Resolution No. 174 dated June 26, 1989, the Agency is authorized to make expenditures from the Housing Fund outside redevelopment project areas if such use will be of benefit to one or more of the project areas; and 4.'s:PCD: Rcsoluiion:Agen7862 RLS 97-228 L The Agency is required pursuant to Section 33413 to rehabilitate, develop or construct replacement dwelling units for those units housing persons and families of lower income which have been destroyed or removed from the lower income housing market as part of a redevelopment project; and The Agency has destroyed and removed certain units which housed persons of lower income within the Project Area; and In order to carry out and implement such Redevelopment Plan, the Agency proposes to sell certain property outside of the Project Area to Habitat for Humanity of Orange County, Inc., a California Non -Profit Public Benefit Corporation (the "Developer"), and to construct improvements thereon, pursuant to the terms and provisions of a certain Disposition and Development Agreement (the "Agreement"), which Agreement contains a description of said property and provides for the construction of three (3) three condominium residential units for sale to very low income households (the "Development'; and The Developer has submitted to this Agency and the City Council of the City of Huntington Beach copies of said proposed Agreement in a form desired by the Developer; and Pursuant to the proposed Agreement, the three (3) residential units in the Development (the "Affordable Units") will be occupied by and restricted to persons and families of very Iow income, at an affordable housing cost; and Pursuant to the proposed Agreement, certain Development Costs will be paid in part from a grant to be made by the Agency to Developer with Low and Moderate Income Housing Funds from the Redevelopment Project, and The Agency has reviewed and discussed said proposed Agreement, and has recommended that the City Council approve and the Agency enter into the Agreement; and Pursuant to the California Community Redevelopment Law (California Health and Safety Code, Sections 33000, rL=.) the Agency and the City Council held a joint public hearing on the proposed sale of such real property pursuant to such Agreement; having duly published notice of such public hearing and made copies of the proposed Agreement and other reports and documents available for public inspection and comment; and The Project is categorically exempt from the provisions of the California Environmental Quality Act ("CEQA") pursuant to Section 15303, Class 3 and Section 153012, Class 12 of the State CEQA Guidelines; and The Agency has duly considered all terms and conditions of the proposed sale of real property and believes that the development of the real property pursuant to the proposed Agreement is in the best interests of the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local law and requirements. 7 41s:PCD:Reso1ution:Agen7682 RLS 97.228 L NOW, THEREFORE, the Redevelopment Agency of the City of Huntington Beach does hereby resolve as follows: 1. The Agency recognizes that it has received and heard all oral and written objections to the proposed Disposition and Development Agreement, to the proposed sale of the real property and the construction of the improvements thereon pursuant to the proposed Agreement, and to other matters pertaining to this transaction, and that all such oral and written objections are hereby overruled. 2. The Agency hereby finds and determines that the consideration to be paid by the developer for the sale of the real property as described in the Agreement is not less than the fair reuse value at the use and with the covenants and conditions and development costs authorized by the Agreement. The Agency hereby further finds and determines that all consideration to be paid under the Agreement is in amounts necessary to effectuate the purposes of the Redevelopment Plan for the Redevelopment Project. 3. The Agency finds and determines that expenditures from the Housing Fund as contemplated by the Agreement will directly and specifically benefit, improve and preserve the community's supply of low income housing within the meaning of Section 33334.2. 4. The Agency hereby finds and determines that the sale of the property and the expenditure of Housing Funds are of benefit to the Main -Pier Redevelopment Project Sub area, and is consistent with the Implementation Plan. 5. The sale of the real property and the Disposition and Development Agreement which establishes the terms and conditions for the sale and development of the real property are hereby approved. 6. The Executive Director of the Agency (or his designee) is hereby authorized to execute the Disposition and Development Agreement on behalf of the Agency, provided that the City Council has first approved such Agreement and the sale of the real property and the construction of the improvements thereon pursuant thereto. A copy of the Agreement, when executed by the Agency, shall be placed on file in the office of the Secretary of the Agency. 7. The Executive Director of the Agency (or his designee), is hereby authorized, on behalf of the Agency, to sign all documents necessary and appropriate to cant' out and implement the Agreement and to administer the Agency's obligations, responsibilities and duties to be performed under said Agreement. 4/s:PCU:Rcso1ution:Agcn7682 RLS 97-228 PASSED AND ADOPTED by the Redevelopment Agency of the City of Huntington Beach at a regular meeting held 21St day of April , 1997. ATTEST: Agency Clerk REVIEWED AND E�xecutive Director 4 APPROVED AS TO FORM: Agency General Counsel -�L �� SIT, INITIATED AND tt APPROVED: &&z C-0 L'). Director of Economic Development GA 41i{\411 A. OCD: Resolution:Agen%82 RLS 47.228 Res. No. 281 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at an adjourned regular meeting of said Redevelopment Agency held on the 21st day of April,1997 and that it was so adopted by the following vote: AYES: Members: Julien, Harman, Dettloff, Bauer, Sullivan, Green, Garofalo NOES: Members: None ABSENT: Members: None 'e • �� - Clerk of the Redevelop ent Agency of the City of Huntington Beach, Ca. G/reso1uti/resbkpg2/Res.2 81 Mm Lwn Location Map - 7632 Ronald Road .:,.ATTACHMENT #3 L�l B01SA 4 e� u � •� t�tC rAD m rCWTU w RM tvAMMI \ � S[JIiFR • ' TALSMa 1 rOnxi+oF'H SITE 1 9 ,m ADAXU � 1 Ia�uiuroa.a 1 I - d —1 RAMMMX t W m .•{M ! 7! • SA1•MM5 ALBERT ! 1 � 1 i TPM 94-173/CUP94-28/CE94-32 HiWW15TON BEACH PLANNING DIVISION :LOCK GRANT PROGRAM ENHANCEMENT AREAS JANUARY '95 LEGEND requires pvmt, curb do gutter and sidewalk. m requires curb & gutter and sidewalk. .� requires sidewalk only. �+ requires alley surface improvements, ••••• requires wheel chair access ramp. • existing wheel chair access ramp. 0 I/ K V M V U WARNER AVE rw ,...Al +mum=% o! ; s ! acrP i � 1 = OAK MEW ; I � o ID SCHOOL 7 q ' DR W d � ! ! m 1 ! � � m 1 V ! W ! m ! � a ar.•r�r�� 'TA? eERT AVE �W) CDBG Agreement ATTACHMENT #4 CAA C1d2Y 0A16r+Q J AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. FOR FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS Section raeg 1 Amount of Grant 1 2 Purchase Escrow 1 3 Administrative and Pre -Construction Expenditures 2 4 Payment of Invoices 2 5 Compliance with Federal Regulations 2 6 Compliance with Federal Regulations - Penalty 3 7 Disposition of Property 3 8 Conflict of Interest 3 9 Earned Interest on Income 3 10 Disbursement of Funds 3 11 Indemnification, Defense, Hold Harmless 4 12 Workers' Compensation Insurance 4 13 General Liability Insurance 4 14 California Fair Employment and Housing Act 5 15 California Prevailing Wage Law 5 16 California Prevailing Wage Law - Penalty . 5 17 California Eight -Hour Law 6 18 California Eight -Hour Law - Penalty . 6 19 Payment of Travel and Subsistence Allowance 6 20 Employment of Apprentices 6 21 Payroll Records 6 22 Independent Contractor 7 23 Notices 7 24 Entire Agreement 7 25 Signatures/Time of Execution 8 g:4::96agmc mcnts:hhoc 10-2 rls 95-192 2r2&'97 V AGREEMENT BETNNTEN THE CITY OF HUNTINGTON BEACH AND HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. FOR FEDERAL COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS Till AGREEMENT is entered into this Zday of Z _, 1997, between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY," as an entitlement recipient in the U. S. Department of Housing and Urban Development's Community Development Block Grant Program, and HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a non-profit public benefit corporation of the State of California, hereinafter referred to as SUBGRANTEE, for the expenditure of Community Development Block Grant funds; and The Community Development Block Grant Program, hereinafter referred to as "CDBG," mandates that an Agreement be executed between the CITY and SUBGRANTEE in order that such funds be utilized by the parties hereto; and NOW THEREFORE, in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the parties hereto agree as follows: The total amount granted to SUBGRANTEE is $163,000.00, determined as follo%vs: $91,000 for the purchase of the real property and $72,000 for administrative and pre -construction costs for a very low income housing project, hereinafter to be known as the "PROJECT', to be located on Ronald Road in Huntington Beach, California. S*96agrccmcnts:hhoe 10-2 ris 95-192 Ill&"97 V The $91,000 portion of the grant shall be deposited by CITY into an escrow account administered by First American Title Insurance Company, or other such escrow officer as chosen by CITY. The escrow administrator shall disburse the funds only to such recipients and in such amounts as may be designated in writing and authorized by CITY. CITY'S written authorization must be obtained prior to the disbursement of any funds from the escrow account. Any amounts left in the escrow account at the completion of the PROJECT shall be returned to CITY for reallocation in the CDBG program. The parties anticipate that the $72,000 amount shall be fully expended (after execution of this agreement) by June 1, 1998, in such installments as may be determined by CITY. Payment shall be made to SUBGRANTEE following the submission of monthly invoices in a form prescribed by CITY, that details such expenses. SUBGRANTEE agrees to submit requests for reimbursement ten (10) days after the end of each month. CITY shall pay such invoices within thirty (30) days after receipt thereof, provided CITY is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBGRANTEE is in compliance with the terms and conditions of this Agreement. City has the right to recapture all or a portion of BIock Grant Funds not requested for reimbursement by SUBGRANTEE by June 1, 1998. Failure of CITY to pay SUBGRANTEE amount due under this contract within 30 days from date of invoice shall entitle SUBGRANTEE to, in addition to 2 g:4:96agreements:hhoc 10-2 ds 95-192 2r2&'97 'V any other legal remedies available to SUBGRANTEE, suspend or diminish its performance under this Agreement if it so elects. SUBGRANTEE agrees to conduct all activities of the organization, whether funded in whole or in part by CDBG funds from CITY, in accordance with the provisions contained in the Federal Office of Management and Budget ("OMB") Circular A-87 and its attachments, including those for contracts in excess of Ten Thousand Dollars ($10,000.00) and including the provisions relating to audit requirements and resolution of audit findings as provided in Circular A-128. Subgrantees who have received $25,000 or more in grant funds are required to submit an annual report including either a single audit or program audit reports, which evidence an audit was completed in accordance with specific program requirements of the OMB Circular (i.e., A- 128 or A-133). The CITY shall have the right to recapture all or a portion of Block Grant funds disbursed to SUBGRANTEE should the SUBGRANTEE fail to comply with all of the terms and conditions of this agreement or refuse to accept any conditions which may subsequently be imposed by the U. S. Department of Housing and Urban Development for the operation of the Community Development Block Grant Program. 1194 '• a Wt UIR K ON ';•' :114 SUBGRANTEE shall not dispose of any real or personal property acquired in full or in part«1th CDBG funds through sale, use, or relocation without the express and prior written permission of the CITY, and SUBGRANTEE agrees to maintain program records for a minimum 1 g:4:96agreements1hoc I 0-2 rls 95-192 WV97 V of three years after the close-out of the subgrant and to make such records available for onsite monitoring by CITY not less than annually and to periodic inspections by HUD officials during this three-year period. CITY will provide seven (7) days prior notice of inspection/monitoring. SUBGRANTEE agrees that no officer, employee, agent, or assignee of CITY having direct or indirect control of CDBG funds granted to the CITY shall serve as an officer of SUBGRANTEE. Further, any conflict or potential conflict of interest of any officer of SUBGRANTEE shall be fully disclosed to the City prior to the execution of this agreement and shall be attached to and become a part hereof. : 6 !►rr : WSKIN912 • u SUBGRANTEE agrees that any earned interest income on funds generated through the use or investment of funds received from CITY shall be used in conformance with program income requirements set forth in Code of Federal Regulations 570.504. The SUBGRANTEE shall disclose to the CITY all program income received utilizing CDBG funds administered under this Agreement. SUBGRANTEE acknowledges that the CITY shall disburse funds to SUBGRANTEE only upon execution of this agreement, and CITY is empowered only to provide funds to SUBGRANTEE pursuant to the provisions of this agreement. I NO# UV 0110 IMIN I •e M ON a 21e 13 me:• • .:;u SUBGRANTEE hereby agrees to protect, defend, indemnify and hold and save harmless CITY, its officers, and employees against any and all liability, claims, judgments, costs and 4 g:4:95agrccmcnts:hhocl0 2 ris 95-192 2/28197 ME demands, however caused, including those resulting from death or injury to SUBGRANTEE'S employees and damage to SUBGRANTEE'S property, arising directly or indirectly out of the obligations or operations herein undertaken by SUBGRANTEE, including those arising from the passive concurrent negligence of CITY, but save and except those which arise out of the active concurrent negligence, sole negligence, or the sole willful misconduct of CITY. SUBGRANTEE will conduct all such defense at its sole cost and expense. CITY shall be reimbursed by SUBGRANTEE for all costs or attorney's fees incurred by CITY in enforcing this obligation. Pursuant to California Labor Code Section § 1861, SUBGRANTEE acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers' compensation; SUBGRANTEE convenants that it will comply with such provisions prior to commencement of the obligations herein described. SUBGRANTEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Hundred Thousand dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies satisfactory to CITY. SUBGRANTEE shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractors' employees. ► :o 110 Oil I it I we le J::► SUBGRANTEE shall carry at all times incident hereto, on all operations to be performed hereunder, general liability insurance including coverage for bodily injury, property damage, 5 g:4:96agr"ments:hhoe I 0.2 rls 95-192 212&97 M products/completed operations, and blanket contractual liability. Said insurance shall also include automotive bodily injury and property damage liability insurance. All insurance shall be undcr%%Titten by insurance companies in forms satisfactory to CITY for all operations, subcontract work, contractual obligations, project or completed operations and all owned vehicles and non -owned vehicles. Said insurance shall name the CITY, its officers, agents and employees Redevelopment Agency as Additional Insureds. SUBGRANTEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount of not less than One Million Dollars ($1,000,000) combined single limit coverage. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be no less than One Million Dollars ($1,000,000). In the event of aggregate coverage, SUBGRANTEE shall immediately notify CITY of any known depletion of limits. SUBGRANTEE shall require its insurer to waive its subrogation rights against CITY and agrees to provide certificates evidencing the same. SUBGRANTEE agrees to comply with all requirements and utilize fair employment practices in accordance with the California Government Codc sections 12900 et seq. Nothing herein shall be construed as limiting SUBGRANTEE's ablity to use volunteers or prospective owners fulfilling "sweat equity" requirements as laborers, or to receive donations in the procurement of materials. ITINNEWU 10141 N ►:'C Q 4 The CITY has ascertained from the Director of Industrial Relations of the State of California the general prevailing rate of per diem wages and the general prevailing rate for legal G g:4:96a;rcements:hhoe 10-2 ds 95-192 212SN7 holiday and overtime work in the locality in which the works is to be performed for each craft or type of work needed to execute this Agreement, and the same has been set forth by resolution on file in the office of the City Clerk of CITY. SUBGRANTEE and any subcontractor under it shall pay not less than said prevailing wage rates to all workers employed on this Subgrantee Agreement, as required by California Labor Code Sections 1771 and 1774. In accordance with the provisions of Section 3700 of the California Labor Code, SUBGRANTEE agrees to secure payment of compensation to every employee. Pursuant to this Agreement and in accordance with section 1774 and 1775 of the California Labor Code, SUBGRANTEE shall, a penalty to CITY, forfeit twenty -live dollars ($25) for each calendar day or portion thereof for each worker paid (either by SUBGRANTEE or any of its subcontractors) less than the prevailing wage rate established for that particular craft or type of work. fit► all D1f California Labor Code, Section 1810 et seq., shall apply to the performance of this Agreement; thereunder, not more than eight (8) hours shall constitute one day's work and SUBGRANTEE and each subcontractor employed by its hereunder, shall not require more than eight (8) hours of labor per day or forty (40) hours per week from any one person employed by it hereunder, except as stipulated in California Labor Code, Section 1815. SUBGRANTEE and each subcontractor employed by it hereunder shall, in accordance with California Labor Code Section 1812, keep an accurate record, open to inspection at all reasonable hours, showing the 7 g:4:96agrecmcnts:hhoc 10-2 ds 95-192 2129197 name and actual hours worked each calendar day and each calendar week by each worker employed in connection with the PROJECT. Pursuant to this Agreement and in accordance with California Labor Code Section 1813, SUBGRANTEE shall, as a penalty to CITY, forfeit twenty-five dollars ($25) for each worker employed hereunder by SUBGRANTEE or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day or forty (44) hours in any one (1) calendar week in violation of California Labor Code Section 1815. Section 1773.8 of the California Labor Code, regarding the employment of apprentices, is applicable to this PROJECT. 1 U ' 119WIS IAN • : ' ' a \� Section 1777.5 of the California Labor Code, regarding the employment of apprentices, is applicable to this Agreement. SUBGRANTEE agrees to keep accurate payroll record showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice or worker employed by it in connection with the PROJECT and agrees to require each of its subcontractors to do the same. SUBGRANTEE further agrees that its payroll records and those of its subcontractors, if any, shall be available at all reasonable times to the CITY, and the employee or his 8 g:4:96agrccments:hhoc 10-2 its 95-192 212M7 �r representative, and the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards, and to comply with all of the provisions of California Labor Code Section 1776, in general. It is understood and agreed that the SUBGRANTEE is, and shall be, acting at all times hereunder as an independent contractor and not as an employee of CITY. SUBGRANTEE shall secure, at its expense, and be responsible for any and all payment of income tax, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for SUBGRANTEE and its officers, agents and employees, and all business licenses, if any, in connection with the PROJECT. P*z W All notices pertaining to this Agreement, and any communications from the parties may be made by delivery of said notices in person or by depositing said notices in the U.S. Mail, registered or certified mail, return, receipt requested, postage prepaid and addressed as follows: To CITY: City of Huntington Beach Department of Economic Development 2000 Main Street, Sth Floor Huntington Beach, CA 92648 Attn: Greg Brown, Dev. Specialist (714) 960-8831 To SUBGRANTEE: Habitat of Humanity 8361 Westminster Avenue, Suite 210 Westminster, CA 92683 Attn: Barbara D'Amorc, Exec. Director (714) 895-4331, Ext. 23 Any of the parties may cancel this Agreement by giving thirty (30) days written notice of said cancellation to the other party hereto. In the event of termination or cancellation for any reason, CITY shall be liable for services rendered up to such termination. 6] g-4:96agrccmcnts:hhoc I 0-2 rls 95-192 212&97 This document fully expresses all understandings of the parties concerning all matters covered and shall constitute the total Agreement. No prior %vritten or oral provisions or understanding, between the parties shall have any force or affect. No addition to or alteration of the terms of this Agreement shall be valid unless made in writing and formally adopted in the same manner as this Agreement. This agreement shall be void and its terms shall have no force or effect whatsoever if not signed by authorized agents or officers of SUBGRANTEE «'ithin thirty (30) days of receipt of REST OF PAGE NOT USED 10 g:4:96agreements:hhoc10-2 r1s 95-192 2R8/97 this document. It shall be the responsibility of the City to transmit this agreement and any other necessary documentation to SUBGRANTEE and to record the date of receipt thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized agents the day, month and year first above written. SUBGRANTEE: HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. a California Non -Profit Public Benefit Corporation by: �ArS its: president by: its: Se etary 67 ATTEST: City Clerk REVIEWED PPROVED: 4EAdministrator g*96agreements:hhoc 10-2 rls 95-192 2/28/97 CITY: CITY OF HUNTINGTON BEACH a California municipal corporation APPROVED AS TO FORM: l a�it�Attomeyy���jq) INITIATED AND APPROVED: 11 d e Director of Economic evelopment 3`S%\Vm Disposition and Development Agreement ATTACHMENT #5 DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. This Disposition and Development Agreement ("Agreement"} is entered into by"and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency') and HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (the "Developer'. The Agency and the Developer hereby agree as follows: SECTION 1: SUBJECT OF AGREEMENT The purpose of this Agreement is to effectuate the Redevelopment Plan (as hereinafter defined) for the Main -Pier Sub Area 5 (the "Project Area') by providing for the disposition and development of certain property (the "Site") situated outside the Project Area. The Site is to be developed with approximately three (3) residential condominium units (the "Project', all of which shall be made available at an affordable housing cost to very low income households for a certain period of time, as set forth in Section 4.01 hereof (the "Improvements'). The disposition of the Agency Parcel (as herein defined) and development of the Site as provided in this Agreement are in the vital and best interests of the City of Huntington Beach (the "City") and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. The Redevelopment Plan for the Project Area ww approved and adopted by Ordinance No. 3343 of the City Council of the City of Huntington Beach. Such ordinance and the Redevelopment Plan as approved and amended (the "Redevelopment Plan") are incorporated herein by reference. 1.03 21€.Site The Site is that Area so designated on the Site Map which is attached hereto as Attachment No. I and incorporated herein by reference. The Site consists of certain real property which is currently owned by the City and will be conveyed to the Agency (the "Agency Parcel'). The parcel which constitutes the Site is more specifically described in the "Legal Description" which is attached hereto as Attachment No. 2 and incorporated herein by reference. 1.04 Omitted. 4'sV CD:Agee:DDA11abit RLs 95-192 I k The Agency is a public body, corporate and politic, exercising governmental functions and powers and oiganized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office of the Agency is located at 2000 Main Street, P.C. Box 190, Huntington Beach, California 92648. "Agency,"'. as used in this Agreement, includes the Redevelopment Agency of the City of Huntington Beach and any and all assignees of or successors to its rights, powers and responsibilities. The Developer is Habitat for Humanity of Orange County, Inc., a California corporation. The principal office and mailing address of the Developer for purposes of this Agreement is 8361 Westminster Avenue, Stite 210, Westminster, CA 92683, Attention: Executive Director. By executing this Agreement, each person signing on behalf of each party warrants and represents to the other that they have the full power and authority to enter into this Agreement, that all authorizations required to make this agreement binding upon each party have been obtained, and that the person or persons executing this Agreement on behalf of each party are fully authorized to do so. Whenever the term "Developer" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest to the interest of Developer in all or any portion of this Agreement and/or the Site as herein set forth; provided, however, that except as specifically set forth in Sections 4.01, 4.02 and 4.04 herein, nothing in this Agreement is intended to be binding upon the purchasers of residential units developed on the Site or upon any incorporated or unincorporated association formed to own, manage, operate or maintain the common areas within the Site, and nothing in this Agreement shall be so construed. The qualifications and identity of the Developer are of particular interest to the Agency. It is because of these qualifications and identity that the Agency has entered into this Agreement with the Developer. Consequently, prior to the Agency's issuance of a Certificate of Completion with respect to the development to occur on the Site pursuant to Section 3.22 herein, and except as expressly permitted in Section 4 below and in this Section 1.07, no person, whether a voluntary or involuntary successor of Developer, shall acquire any rights or powers under this Agreement nor shall the Developer assign all or any part of this Agreement or all or any portion of the Site with respect to which a Certificate of Completion has not been issued without the prior written approval of the Agency, which approval shall not be withheld unless the Agency reasonably determines that the assignee does not have the 2 fs1PCD:Ag=:DDARabit RLS 95-192 development expertise or experience and/or financial capability necessary to carry out the duties of the Developer under this Agreement. This restriction on Developer's right of assignment and the provisions of this Section 1.07 shall terminate and have no further force or effect upon the issuance of a Certificate of Completion for the Site. Any purported transfer, voluntary or by operation of law, in violation of Us Section 1.07 shall constitute a default hereunder and shall confer no rights whatsoever under this Agreement upon any purported assignee or transferee. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site or any interest therein shall not be required in connection with any of the following: (i) The conveyance or dedication of any portion of the Site to the City of Huntington Beach or other appropriate governmental or quasi -governmental agency, including public utility companies, where the granting of easements or permits facilitate the development of the Site. (ii) Any sale of individual housing units to owner -occupants of such housing units and any transfer of common areas to the homeowner's association which is created for the housing development, provided that no such sale or transfer of an individual housing unit closes or becomes final prior to issuance of a Certificate of Occupancy (or such other final occupancy permit as is earlier granted by the City) issued with respect to the portion of the development in which the individual housing unit or common area is located. No assignment of the Developer's obligations with respect to this Agreement or the Site for which Agency approval is required, and specifically excluding assignments for financing purposes (except as required for review under Section 2.16) and those types of assignments identified above in subparagraph (i) above, shall be effective unless and until the proposed assignee executes and delivers to the Agency an agreement in form reasonably satisfactory to the Agency's attomey assuming the obligations of the Developer which have been assigned. Thereafter, the Agency shall release the assignor in writing from performance of those obligations pursuant to this Agreement which are expressly assumed by the assignee. No consent or approval by the Agency of any assignment or transfer requiring the Agency's approval shall constitute a waiver of the provisions of this Section 1.07 with respect to any subsequent assignment or transfer requiring the Agency's approval. 1:W :+s.c of M -MM ITI or= no•: ;s. I.� 1. Developgr ReFMsentations. The Developer represents and warrants to the Agency as follow- 9 4V\PCD:A&=:DDAJiabh RLS 95-192 a. The Developer is a validly created California corporation in good standing and has and will in the future duly authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by the Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. b. . The Developer does not have any material contingent obligations or any material contractual agreement which could materially adversely affect the ability of the Developer to carry out its obligations hereunder. C. ?here are no material pending or, so far as is ]mown to the Developer, threatened, legal proceedings to which the Developer is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed in the material submitted to the Agency which could materially adversely affect the ability of the Developer to carry out its obligations hereunder. d. There is no action or proceeding pending or, to the Developer's best knowledge, threatened, looking toward the dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out its obligations hereunder. Each of the foregoing items a to d, inclusive, shall be deemed to be an ongoing representation and warranty. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items a to d, inclusive. 2. Agency Representations. The Agency represents and warrants to the Developer as follows: ` a. The Agency has and will in the future authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by the Agency in order to carry out, give effect to and consummate the transactions contemplated by this Agreement. b. The Agency does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of the Agency to carry out its obligations hereunder. C. There are no material pending or, as far as it known to the Agency, threatened, legal proceedings to which the Agency is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed to the Developer which could materially adversely affect the ability of the Agency to carry out its obligations hereunder, or which could adversely affect the enforceability of this Agreement. n 4\s\PCD:Agm:DDAIbabi[ PIS 93-192 d. The Agency shall acquire good and indefeasible fee title to the Agency Parcel and all right, title and interest necessary to convey same to Developer in accordance with the terms of this Agreement. Each of the foregoing items (a) through (d) shall be deemed to be an ongoing representation and warranty. The Agency shall advise the Developer in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items (a) through (d). SECTION 2: ACQUISITION AND DISPOSITION OF THE SITE 2.01 Assembly,of the Site After approval of this Agreement, and prior to close of escrow, the Agency shall acquire fee title to the Site from the City. 1 l) 24 of f T 3 : 7# t 1. Provided that the Developer is not in default of this Agreement and in accordance with the subject to all.of the terms, covenants and conditions of this Agreement, and at or before the time established in the Schedule of Performance (Attachment No. 3), the Agency agrees to sell to the Developer and the Developer agrees to purchase from the Agency the Agency Parcel (the "Conveyance"). The purchase price for the Agency Parcel shall be Ninety-one Thousand Dollars ($91,000.00) (the "Agency Parcel Purchase Price'. The Agency Parcel Purchase Price will be paid in cash at close of escrow (as hereinafter defined). 2. In addition to the consideration set forth above, the Developer shall develop housing units (all of which the Developer has agreed to make available to persons of very low income at an affordable housing cost, as provided in Section 4.01 herein), and shall pay all of those costs, charges, fees and expenses as hereafter expressly provided to be paid by Developer pursuant to this Agreement, and shall, W. its cost, provide all of the Improvements required by this Agreement to be provided by the Developer. 2.03 Escrow The Agency agrees to open an escrow with First American Title Insurance Company, or with another mutually agreeable escrow company (the "Escrow Agent"), by the time established therefor in the Schedule of Performance (Attachment No. 3) for conveyance of the Agency Parcel to the Developer (the "Agency Parcel Escrow"). This Agreement constitutes the joint basic escrow instructions of the Agency and the Developer for the escrow, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 2.03, in S 4U\PCD:Agnec:DDA11abit RLS 95-192 M writing delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. Within thirty (30) days of opening of escrow, Agency shall deliver a properly executed grant deed in recordable form, substantially in the form of Attachment No. 4 hereto, to the Escrow Agent. The Escrow Agent shall record such deed when title can be vested in the Developer in accordance with the terms and provisions of this Agreement. The Developer shall accept conveyance of title or possession of the Agency Parcel as provided herein. The Escrow Agent shall pay any applicable transfer tax. Any insurance policies covering the Agency Parcel are not to be transferred. The Agency shall pay into the escrow all fees, charges and costs including, but not limited to, all transfer taxes, recording costs, and title costs in accordance with Section 2.09 hereof, promptly after the Escrow Agent has notified the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the escrow. The Escrow Agent is authorized to: 1. Pay and charge the Agency for any fees, charges and costs payable under this Section 2.03 of this Agreement. Before such payments or charges are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the applicable escrow. 2. Disburse funds and deliver the appropriate deed(s), the covenants and other documents to the parties entitled thereto when the conditions of the applicable escrow have been fulfilled by the Agency and the Developer. Funds deposited as part of the Agency Parcel Purchase Price shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the Grant Deed for the Agency Parcel (Attachment No. 4) and has delivered to the Developer and (if requested by the Agcncy) the Agency, respectively, a title insurance policy insuring title and conforming to the requirements of Sections 2.06 and 2.09 of this Agreement. 3. Record any instruments delivered through the escrows, if necessary or proper, to vest title in the Developer in accordance with the terms and provisions of this Agreement. 4. Record the Memorandum of Agreement (Attachment No. 6) against the Site concurrently with the closing of the Agency Parcel Escrow. All funds received in the escrow will be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest earring general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be 6 4Is\PCD:Agree:DDA! tabit RLS 9i-192 made by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. If the escrow is not in condition to close on or before the time for conveyance established in Section 2.07 of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by -written notice to the Escrow Agent and to the other party within the ten (10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the parcels which are the subject of that escrow until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible. The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Developer or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 6.01 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent in the capacity as escrow holder with respect to the Conveyance is I United to performance of the obligations imposed upon_ it under Sections 2.03 through 2.10, inclusive, and Section 2.14 of this Agreement. Subject to any extensions of time mutually agreed upon in writing between the Agency and the Developer, the conveyance of the Agency Parcel shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 3). The Schedule of Performance (Attachment No. 3) is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency's Executive Director. The Agency and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. 7 4\01(-M:Agme:DDA11ab1t RLS 95-192 M Possession shall be delivered to the Developer concurrently with the conveyance of title. The Developer shall accept title and/or possession on or before the dates established in the Schedule of Performance (Attackment No. 3) for the conveyance of the Agency Parcel. 4- 011M.M101IN The Agency shall convey to the Developer title to the Agency Parcel, excepting the mineral rights thereto as provided below in Section 2.06, in the condition provided in Section 2.06 of this Agreement by grant deed substantially in the form of the Grant Deed (Attachment No. 4). The Agency shall convey to the Developer fee simple merchantable title to the Agency Parcel, and excepting the mineral rights as provided below. Said title shall be free and clear of all recorded or unrecorded liens, encumbrances, cnvenants, assessments, easements, leases and taxes, except for convenants and easements of record which the Developer approves in writing, the Redevelopment Plan, and the provisions contained in the Grant Deed (Attachment No. 4). The Agency shall act diligently and promptly to conform the condition of title to the Agency Parcel to that required for the Developer to proceed with development of the Improvements. In no event shall the Developer be required to accept title subject to a deed of trust or mortgage. The Agency shall reserve and except from the conveyances all interests in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Agency Parcel Iying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other lands, but without, however, any right to use either the surface of the Agency Parcel or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. Subject to any mutually agreed upon extension of time, the Agency shall deposit the Grant Deed (Attachment No. 4) with the Escrow Agent on or before the dates established for the respective conveyances pursuant to the Schedule of Performance (Attachment No. 3). 1' -' . I. -1 /. II 1 The Escrow Agent shall file the Grant Deed (Attachment No. 4), Association CC&Rs as provided in Section 4.04(1) herein and Declaration of Covenants and Resale Restrictions (Attachment No. 9, as described in Section 4.01(7) herein) and the 8 4Ls1PCD:Agree:DDA 1abk RLS 95-192 Memorandum of Agreement (Attachment No. 6) for recordation among the land records in the Office of the County Recorder for Orange County, and shall deliver the applicable Purchase Price to the Agency, less any required deductions, after and conditional upon delivery to the Developer of a title insur.-mce policy insuring title to the Agency Parcel in conformity with Section 2.06 of this Agreement. aA W M M HTT-4 '{ Concurrently with recordation of the Grant Deed (Attachment No. 4) conveying title to the Agency Parcel, First American Title Insurance Company (the "Title Company') shall provide and deliver to Developer title insurance policies issued by the Title Company insuring that the title to such parcels is vested in Developer in the condition required by Section 2.06 of this Agreement. The Title Company shall provide the Agency with copies of the title insurance policies. Subject to increase by Developer at its expense, the title insurance policy for the Agency Parcel shall be for the amount of Ninety-one Thousand Dollars ($91,000.00). The Agency shall bear that amount equal to the cost of a standard ALTA policy for the foregoing amount of coverage. All additional costs incurred for or related to such title insurance policies shall be borne solely by the Developer unless such costs arise out of a defect in the condition of title required to be delivered in Accordance with Section 2.06 above, in which case Agency shall be responsible for same. The Developer may, at its option and at its cost, obtain coverage in excess of such amounts, or any endorsements. Ad valorem taxes and assessments, if any, on the Agency Parcel, levied, assessed or imposed for any period commencing prior to recordation of the Grant Deed shall be borne by the Agency, and any of such taxes and assessments imposed for any period from and after the applicable conveyance of title to or possession of such parcels shall be borne by the Developer. r • • + t =273 Possession of the Agency Parcel shall be delivered to the Developer and title shall be conveyed to it with no occupants or rights of possession by others, including by adverse possession, except pursuant to any approved title exceptions. 1. Enviro=CaW Cgodilim. The Agency is unaware of, after diligent inquiry, and has not received any notice or communication from any government agency having jurisdiction over the Agency Parcel notifying the Agency of the presence of surface or subsurface zone hazardous materials, waste, or contamination in, on, or under such parcels, or any portion thereof. Within the time set forth in the Schedule of Performance (Attachment No. 3), the Agency shall investigate the environmental condition of the Site, at its sole cost and expense. Such investigation shall include such acthities as a qualified environmental expert or 9 4V\PCD:AgTce:DDA1iabk R!S 95-192 consultant acceptable to Agency and Developer (the "Environmental Consultant") deems necessary or appropriate to determine the environmental condition of the Site, but, in any case, including preparation of at least a Phase 1 report for the entire Site. The Agency shall make available at its sole cost the Agency Parcel for the Environmental Consultant to conduct such investigation, and shall copy Developer on all correspondence and notify Developer at least five (5) business days in advance of any meeting or site inspection by Environmental Consultant. If the Environmental Consultant finds that the projected cost of all activities necessary to correct or remove any hazardous waste, materials or contamination in, on or under the Agency Parcel found in its investigation, including the cost of investigation by the Environmental Consultant (the "Remediation Cost") exceeds Fifty Thousand Dollars ($50,000), then either party may terminate this Agreement, vr7thin thirty (30) days after notice of the projected Remediation Cost, by the procedures set forth in Sections 5.11 and 5.12 herein; provided, however, that if one of the parties, at its option, agrees to pay the excess of the actually incurred Remediation Cost over Fifty Thousand Dollars ($50,000), the other party may not terminate this Agreement. If the Environmental Consultant finds that the projected Remediation Cost is Fifty Thousand Dollars ($50,000) or less, then the Agency shall be required to fund the entire Remediation Cost. If during the course of such remediation work the Environmental Consultant gives notice to the parties that the projected Remediation Cost exceeds Fifty Thousand Dollars ($50,000), then either party may terminate this Agreement in the manner specified in the preceding paragraph; provided, however that if one of the parties, at its option, agrees to pay the excess of the actually incurred Remediation Cost over Fifty Thousand Dollars ($50,000), the other party may not temunaie this Agreement. The Agency shall comply with CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980) 42 U.S.C. § 9601, et seq., and California Health and safety Code §§ 25100, et seq., 25300, et seq., 25280, et seq. Any Remediation performed pursuant to this Agreement shall be performed pursuant to the provisions of Health and Safety Code; § 33459, et seq. Upon the Conveyance of the Agency Parcel, the Agency agrees to and shall indemnify, protect, defend, and hold the Developer and its officers, directors, employees, representatives and agents and its successors of interest harmless from and against all expenses (including, without limitation, reasonable attorneys' fees and disbursements), losses, or liabilities suffered by Developer by reason of governmental action or third party claims arising out of preexisting hazardous materials, waste, or contamination, exacerbation, movement, release, or contamination of the Agency parcel or the Site, including those arising from the Agency's breach of its representation set forth in the fast sentence of this Section 2.12 or the negligence or wrongful acts or omissions of Agency or the City in its ownership, operation or remediation of the Agency Parcel. 2. SoiIs Condition. The Agency shall grant to the Developer, and the Developer's agents, employees and independent contractors, the right of access to and 10 4Xs11'CD:Agme:DDA1iabit itLS 95.192 entry upon the Agency Parcel for the purpose of inspection thereof, and conducting surveys, soils tests, and similar work to ascertain the soils condition of those parcels. The Developer shall indemnify, defend and hold harmless the Agency and the City, and their respective officers, employees, agents and representatives, from and against any damages, claims or other liabilities arising out of any injury or damages resulting from the activities of Developer or its agents, employees or independent contractors pursuant to any such access to, entry upon, or inspection of such parcel. The Developer shall reasonably determine whether the soils condition is suitable for the uses to which such parcels are to be put under this Agreement, and shall approve or disapprove of the soils condition of the parcel on that basis, by written notice to the Agency within sixty (60) days of the Agency's execution of this Agreement for the Agency Parcel. If the Developer reasonably disapproves the soils condition of the parcel, the Agency may elect, within thirty (30) days of its notice of such disapproval, to cure such condition. If the Agency does not elect to cure the condition, the Developer shall not be obligated to purchase the parcel, as set forth in Paragraphs B.4 of Section 2.14 hereof. If it so elects, Agency shall cure prior to close of escrow. 3. Water Well Abandonment. The Agency warrants and represents that the former water well on the site was abandoned in accordance with all applicable laws and regulations. 2.13 I!relimin= Work Prior to the conveyance of title, representatives of Developer shall have the right ofaccess to all portions of the Agency Parcel at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the environmental condition of the Agency Parcel pursuant to Section 2.12 hereof. Any preliminary work undertaken on the Agency Parcel by Developer prior to conveyance of title or possession thereto shall require a written temporary right of entry agreement or license agreefent which provides for indemnity and insurance protecting the Agency and the City in a form reasonably acceptable to the parties and executed by the Agency Executive Director. Any such preliminary work shall be at the sole expense of Developer (except as expressly provided in Section 2.12 hereof). The Developer shall protect the Agency and the City against any claims resulting from all preliminary wok and access or use of the Agency Parcel undertaken by Developer or its agents pursuant to this Section 2.13. Copies of data, surveys and tests obtained or made by the Developer with respect to such parcels pursuant to this Section 2.13 shall be filed with the Agency within fifteen (15) days after receipt by the Developer. Any preliminary work by the Developer shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. A. Conditions to AZcmy's Obli�Qn Jo ConYgy AAgen,yPa rcel. Prior to and as conditions to the Agency's obligation to convey the Agency Parcel, each of the 11 4VTM:Agree:DDA11abh RLS 95-192 following conditions shall be satisfied (or waived by the Agency in its sole and absolute discretion) by the respective times established therefor in the Schedule of Performance (Attachment No. 3): 1. the Developer pays into the Agency Parcel Escrow the Agency Parcel Purchase Price; 2. the Developer is not in default of this Agreement; 3. the Developer has obtained all entitlements and approvals for development of the Improvements on the Site, as set forth in Section 2.15 hereof, and the City is prepared to issue grading permits for all of the Improvements promptly following the conveyance; 4. the Developer provides proof satisfactory to the Agency Executive Director that the Developer has obtained a binding loan commitment or other satisfactory financing for the Improvements and such loan or other satisfactory financing will close or be available concurrently with the Conveyance, as required by Section 2.16 of this Agreement; 5. the Developer provides to the Agency Executive Director insurance certificates conforming to Section 3.08 of this Agreement; 6. any environmental remediation required pursuant to Section 2.12 herein with respect to the Agency Parcel is complete, to the satisfaction of the Agency Executive Director, 7. the Agency has not exercised its right to terminate this Agreement pursuant to Section 5.12 hereof; and The foregoing items numbered 1 to 7, inclusive, together constitute the "Conditions Precedent to the Agency's Obligation to Convey." B. Conditions E=edent to the Develowr's Agency -parcel. Prior to and as conditions to the Developer's obligation to purchase the Agency Parcel, each of the following conditions shall be satisfied (or waived by the Developer in its sole and absolute discretion) by the respective times established therefor in the Schedule of Performance (Attachment No. 3): I. the Agency shall not be in default of this Agreement; 12 4l TM-Agree:DDA1hbit RI.s 95-192 2. the City is not in default of the CDBG Agreement; 3. the Agency shall have executed the Grant Deed with respect to the Agency Parcel (Attachment No. 4) and deposited the executed Grant Deed into the Agency Parcel Escrow and the Title Company shall be prepared to issue the title policy referred to in Sections 2.01 and 2.09; 4. any environmental remediation required pursuant to Section 2.12 herein with respect to the Agency Parcels is complete, to the satisfaction of the Developer; 5. the condition of the soils (excluding the environmental condition) of the Agency Parcel is approved or deemed approved by Developer pursuant to Section 2.12.2 of this Agreement; 6. Developer has obtained financing necessary to undertake the Improvements reasonably satisfactory to the Developer and approved by the Agency pursuant to Section 2.16; 7. the City is prepared to issue grading permits for all of the Improvements upon the Site upon Developer's payment of all applicable fees, provided that this condition Shall be deemed satisfied if the City is not prepared to issue such permits but the Developer has failed to exercise reasonably diligent efforts to obtain such permits; 8. the Developer has not exercised its right to terminate the Agreement pursuant to Section 5.11 hereof; 9. There has been no condition placed upon the development of the Agency Parcel with respect to the entitlements and approvals obtained for the project pursuant to Section 2.15 below which, in Developer's good faith determination, render the Project economically unfeasible or which materially violate the Charter, policies or bylaws of Developer or its national organization. The foregoing items numbered 1 to 9, inclusive, together constitute the "Conditions Precedent to Developer's Obligation to Acquire the Agency Parcel." 13 4WJ CA:Agra:OQAHabil R1S 95-192 2.15 Zgnine of 1he Site Before and as a condition precedent to the Agency's obligation to convey the Agency Parcel, the Developer shall, at its sole expense, make appropriate application to the City and secure or cause to be secured any and all conditional use permits, and any other permits which may be required by the City or any other governmental agency affected by such construction, development or work. Subject to the provision of this Agreement regarding allocation of costs and fees between Developer and Agency, the Developer shall be responsible to make such further appropriate application to the City of Huntington Beach as may be necessary to satisfy all provisions of the California Subdivision Map Act (Government Code Section 66410, et seq.), obtain all building permits, as required, and to satisfy all other local enactments pursuant thereto applicable with respect to the development of the Site, if any such further actions are necessary for the development of the Site. The Developer shall prepare or cause to be prepared a parcel map or tract map for recordation to combine and assemble the Site as a separate legal parcel or parcels. As required in this Agreement and within the time established therefor in the Schedule of Performance (Attachment No. 3), the Developer shall use its best efforts to obtain, and if successful shall submit to the Agency evidence that the Developer has obtained sufficient equity capital financing necessary to undertake the development of the Site in accordance with this Agreement. The Developer shall provide evidence of immediately available funds concurrently with and as a condition to the conveyance of the Agency Parcel. The Agency Executive Director shall approve or disapprove such evidence of financing prior to the Conveyance and within the time set forth in the Schedule of Performance.. Approval shall not be unreasonably withheld or conditioned. If the Agency Executive Director shall reasonably disapprove any such evidence of financing, the Agency Executive Director shall do so by written notice to the Developer stating the reasons for such disapproval and the Developer shall promptly use its best efforts to obtain, and if successful submit to the Agency new evidence of financing. The Agency Executive Director shall approve or disapprove such new evidence of financing, in the same manner and within the same times established in this Section 2.16 for the approval, or. disapproval of the evidence of financing as initially submitted to the Agency. Such evidence of financing shall include a financial statement and/or other documentation satisfactory to the Agency Executive Director as evidence of other sources of capital sufficient to demonstrate that the Developer has adequate funds to cover the difference, if any, between construction and completion costs minus any financing authorized by mortgage loans. WAMARM ., The Agency agrees to perform all relocation obligations, at its sole cost, required by law as a result of the execution of this Agreement and the construction of the Improvements. 14 4LsTM: A groe: DDAHab it RnS 95-192 SECTION 1 DEVELOPMENT OE THE SITE Agency represents that the City's General Plan and Zoning Ordinances permit Developer's proposed development and use of the Site as described in this Agreement, subject to such entitlements as may be required by said zoning ordinance. iC l O.,- 6 a 1r ro.TI-4-� The Site shall be developed in accordance with the approvals and entitlements to be obtained pursuant to Section 2.15 hereof, and as provided in the "Scope of Development" which is attached hereto as Attachment No. 5 and is incorporated herein. The development of the Site shall include both private improvements on the Site (the "On -Site Improvements") and public improvements off -site required by the City and/or the Agency and associated with the development of the Site (the "Off -Site Improvements;" the On -Site Improvements and the Off -Site Improvements are referred to collectively as the "Improvements"). Except as otherwise provided herein with respect to payment of fees, all such development of the On -Site Improvements shall be at the sole cost and expense of the Developer; all such development of the Off Site Improvements shall be at the sole cost and expense of the Agency. Upon the conveyance of title to the Agency Parcel, the Developer shall commence and complete construction of the Improvements on the Site by the time established therefor in the Schedule of Performance (Attachment No. 3). The Off -Site Improvements shall be completed by the times required by the applicable conditional use permit, tract map conditions or other permits or entitlements. The development shall include all improvements shown in the final plans and specifications submitted to and approved by the City and Agency, and shall incorporate or show compliance with all conditions and mitigation measures, if any, to the approvals referenced in Section 2.15 herein. 3.03 Site -Flan; The Agency acknowledges that pursuant to the ENA, the Developer has prepared and submitted, and the City and Agency have preliminarily approved a Site Plan, a financing plan and a development concept package (hereafter "Design Concept and Drawings") and related documents which conform to requirements of the Agency and which contain the overall plan for development of the Site. The Site shall be developed as established in this Agreement and such documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of Development (Attachment No. 5). 15 41s1TCD:Agrec:DDA1 tab it PIS 9S-192 9 I �1 1�. o1 HC: if 41• a iris 1 p'1 By the time set forth therefor in the Schedule of Performance (Attachment No. 3), the Developer shall prepare and submit to the City in form suitable for plan check, construction drawings, landscape plans, and related documents for development of the ­ Improvements. Improvements. Approval of the construction drawings and the Schedule of Performance shall be granted by the Agency if they conform to the Design Concept Drawings and the Scope of Development. Any items so submitted and approved in writing by the Agency shall not be subject to subsequent disapproval. Any items disapproved shall be revised and resubmitted within fifteen (15) days of disapproval. The landscaping and finished grading plans shall be prepared by a professional landscape architect or registered civil engineer who may be affiliated with the same firm as the Developer's architect or civil engineer. During the preparation of all drawings and plans, staff of the City and the Agency and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by the City. The staff of City and the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speedy consideration. ' The Agency Executive Director and the City shall have the right of architectural and pIannina review of all plans and submissions, including any changes therein. During each stage of the processing for Improvements, the Agency Executive Director and the City shall have the right to reasonably require additional information subject to compliance with the Permit Streamlining Act and shall advise the Developer if any submittal of plans or drawings is not complete or not in accordance with City/Agency - procedures. If the Agency Executive Director or the City determines that such a submittal is not complete or not in accordance with procedures and notifies Developer of such fact in writing within ten (10) days following submittal thereof to the City or Agency, as the case may be, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance (Attachment No. 3). If the Developer desires to make any substantial changes in the construction plans after their approval by the Agency Executive Director and the City, the Developer shall submit the proposed change to the Agency and the City for their approval. If the construction plans, as modified by the proposed change, conform to the requirements of Section 3.05 of this Agreement and the Scope of Development (Attachment No. 5) the Agency Executive Director and the City will approve the proposed change and notify the Developer in writing within 30 days after submission to the Agency Executive Director and the City. lb 4 \PCD:Agrec:bDA1labk RLS 95-192 W-10RI U i1-1 Except as expressly set forth hereinbelow or'else in this Agreement, all costs for planning, designing, and constructing only the On -Site Improvements and other duties of Developer set forth in this Agreement shall be borne exclusively by the Developer. _T'he Agency assumes the responsibility to construct and shall Iet contracts for or cause to be constructed all Off -Site Improvements developed pursuant to this Agreement. The Developer shall commence and complete the Improvements by the time established therefor in the Schedule of Performance (Attachment No. 3) or such reasonable extensions of such dates as mutually approved by the parties in writing pursuant to Section 6.03 herein, or otherwise. The Developer shall defend, assume all responsibility for and hold the Agency and the City, and their respective officers, agents and employees, harmless from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any of the Developer's activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall take out and maintain, until a Certificate of Completion for the Project is granted by the Agency, a comprehensive general liability policy in the amount of One Million Dollars ($1,000,000) combined single limit policy, including contractual liability, as shall protect the Developer, the City, and the Agency from claims for such damages. The policy may not be on a Claims made basis. Insurance coverage furnished by the Developer pursuant to this Section 3.08 shalt conform to this Section 3.08 and shall pertain to all activities on the Site and adjacent public rights -of -Amy surrounding the Site and all work by Developer or its contractors on off -site public improvements. Developer shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this Section 3.08 and providing that the insurer shall not cancel or modify the policy without thirty (30) days' written notice to Agency. Developer shall give Agency prompt and timely notice of any claim made or suit instituted. Agency and City and their officers, employees and agents, shall also be named as additional 'insured in any policies of Developer's contractors covering work under this Agreement, and such policies shall comply ,with this paragraph. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement shall so state. The 17 4NsXPCD:Agree:DDAHabit RLS 95-192 policy shall contain a waiver of subrogation. Such certificates shall be approved by the City Attorney. Developer shall be responsible for compliance with all of the provisions of the Workers Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and A similar State or Federal acts or laws applicable to the activities of Developer pursuant to this Agreement, and shall provide policies in amounts not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, and One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit. Developer shall hold Agency and City harmless from any claims arising thereunder. Developer shall furnish to Agency a certificate of Workers Compensation insurance providing that the insurer shall not cancel or modify the policy without thirty (30) days' prior written notice to Agency. Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or within the Project Area, the Developer shall secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. The Agency shall pay all such permit fees up to a maximum amount of Forty Thousand Dollars ($40,000,00). Any and all permit and processing fees (including, but not limited to, the fees noted on the Schedule of Fees (Attachment No. 8) exceeding said maximum amount shall be paid by the Developer. It is understood that the Developer is obligated to timely submit to the City final drawings with final corrections to obtain building permits; the Agency will use its reasonable best efforts to expedite issuance of building permits and certificates of occupancy for construction that meets therequirements of the City Code. 3.10 Mots of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall upon providing reasonable notice, have the right of access to the Site without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Improvements, so Iong as they comply with all safety rules. Such representatives of the Agency or of the City shall be those who are so identified in writing by the Director of the Agency. The Agency shall indemnify and hold the Developer and its employees, volunteers, directors and contractors harmless from any claims, or suits for, and damages to, property or bodily injury or related damages arising out of the activities of the Agency and the City as referred to in this Section 3.10. The Developer shall place and maintain on the Site signs indicating the respective roles of the Developer and the Agency in the Project. The cost of the signs and their installation shall be borne solely by the Agency. 18 41s1PCD:Agree:DDAHabh RLS 95-M 3.11 w The Developer shall perform under this Agreement and carry out its performance under this Agreement, including without limitation the construction of the Improvements, in conformity with all applicable federal and state laws and local ordinances, including all applicable federal and state Iabor standards, as to the Site, provided, however, Developer and its contractors, successors, assigns, transferees, and lessees do not waive their rights to contest any such laws, rules or standards. kx�W •n •� Pursuant to Health & Safety Code Sections 33435 and 33050 (of the California Community Redevelopment Law) the Developer for itself and its successors and assigns, agrees, that in the construction of Improvements on the Site or other performance under this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex, material status, ancestry, or national origin. 3.13 After the conveyance of title to the Agency Parcel, the Developer shall pay when due all real estate taxes and assessments on the Site so long as the Developer retains any interest therein. Prior to the sale or transfer of the Site, or any portion thereof, the Developer shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to said sale or transfer. 3.14 Q= ofF.MemC ts . Except as prohibited by Section 1.07 hereof, the Developer may grant temporary or permanent casements or permits to facilitate the development of the Site.- 3.15 Omitted. 3.16 Omitted. 3.17 Omitted. 3.18 Omitted. 3.19 Omitted. 3.20 Omitted. 41s1PCD:Agree:DAA}1abh R1S 95-192 After the conveyance of title to the Agency Parcel and prior to the completion of construction of the Improvements on the Site, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than thirty (30) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. Promptly after the completion of all of the Improvements on and with respect to the Site in conformity with this Agreement (as determined by the Executive Director of the Agency) but excluding normal and customary tenant improvement items, and upon the written request of the Developer, the Agency Executive Director shall on behalf of the Agency famish the Developer with an executed and notarized Certificate of Completion (in the form attached hereto as Attachment No. 7), suitable for recordation, which evidences and determines the satisfactory completion of such construction, provided that such Certificate of Completion does not release the Developer from those provisions and covenants specified in this Agreement, the Grant Deed, the Redevelopment Plan and the California Community Redevelopment Law which survive the completion of construction. The issuance and recordation of a Certificate of Completion (Attachment No. 7) with respect to the Improvements shall not supersede, cancel, amend or limit the continued effectiveness of any obligations relating to the maintenance, or uses, or payment of monies, or any other obligations except for the obligation to complete construction of the Improvements as of the time of the issuance of such certificate. If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Developer, the Agency shall, as soon as reasonably possible but in no event later than five (5) business days of the written request, provide the Developer with a written statement of the masons the Agency refused or failed to furnish such Certificate of Completion. Upon issuance of a Certificate of Completion (Attachment No. 7) for the Improvements, construction of the applicable Improvements shall be conclusively deemed to have been completed in conformity with this Agreement. The Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. SECTION 4: USE OF THE SITE �� :wa..,m., I . Canstruction of Affordable Housing. The Developer covenants and agrees to develop a total of three (3) housing units on the Site in conformity with the Scope of Development (Attachment No. 5), and to reserve all of the housing units developed on the Site (the "Affordable Units') for very low income housing for a period of thirty (30) years from the recordation of the Agency Grant Deed as provided herein. The location and specifications of the 20 41s M:Agr=:DD,Udabh RLS 95-192 Affordable Units shall be as set forth in the Scope of Development, or as otherwise mutually agreed upon by the Developer and the Agency Executive Director. The Developer shall construct and fi xturize the Affordable Units in the same manner and to the same level of quality as comparable market -rate units, except as otherwise specified in the approved plans for the Improvements. 2. Omitted. 3. Sale of Affordable Units. For a period of thirty (30) years from the recordation of the Agency Grant Deed conveying the Site to the Developer, (the "Affordability Period') the Developer shall cooperate with Agency's staff to sell the units constructed on the Site only to qualified and eligible Very Low Income Households meeting the requirements of this Section 4.01. The Developer and the Agency Executive Director may agree, in writing, to extend the tern of the Affordability Period to a mutually agreeable time. 4. Doamination of Emch= Ucc Each Affordable Unit sold to a Very Low income Household pursuant to Section 4.01(3) above shall be sold at an Affordable Housing Cost (as defined below). 5. Defia tii ors. "Affordable Housing Cost" shall mean, as to each Very Low Income Household, that purchase price which would result in monthly housing payments (including principal, interest, taxes, insurance, homeowners' association dues and utilities) which does not exceed thirty percent (30%) of Fifty Percent (50%) of the Orange County monthly median income for a household size appropriate to the Affordable Unit (as established from time to time by the United States Department of Housing and Urban Development). "Very Low Income Households" shall mean persons or families earning not more than Fifty Percent (50%) of Orange Cot:nty median income, adjusted for appropriate family size. 6. Ap rn aval of Purchasers. In addition to the cooperation with . the Agency with respect to its Affordable Housing Program, as referred to in Sections 4.01(1) and 4.01(3) herein, Developer shall sell the Affordable Units only: to proposed purchasers that intend to occupy the unit as the proposed purchaser's principal residence for a period of at least five (5) years and are a Very Low Income Household, and that each proposed transfer occurs at an Affordable Housing Cost, The Agency may require copies of Developer's standard loan application package in order to verify that the proposed purchaser qualifies as a "Very Low Income Household" as defined herein. Prior to any conveyance of an Affordable Unit, each approved purchaser may be required to submit to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser may only sell the unit at an Affordable Housing Cost to a Very Low 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 without the prior written consent of the Agency. The Developer shall cooperate with the Agency in providing such forms to proposed purchasers and in assisting 21 4\s\PCD:Agm:DDAI labit RL5 95-192 proposed purchasers to prepare such forms and provide any required information to the Agency in connection with the Developer's original sale of the Affordable Units. 7. Covenants to Remain Affordable. Prior to the conveyance of each of the Affordable Units, Developer shall cause to be executed and recorded in the Orange County Recorder's Office a restrictive covenant substantially in the form and containing the language of the "Declaration of Covenants and Restriction on Resale" (Attachment No. 9). 8. Agengy CooMration. At the sole discretion of the Agency Executive Director, the Agency may cooperate with the Developer in applying for subsidized deferred payment and low interest financing programs; provided, however, that the Agency shall in no event be obligated to pay or loan to or on behalf of Developer any fees for application to such loan programs. �� t •,t• � i .•+ ••I-4 +t ►it• Ott t •t l . The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Developer and such successors and assignees, shall not devote the Site to any uses not specified or permitted in the Redevelopment Plan, the Grant Deed (Attachment No. 4) or this Agreement for the periods of time specified therein. The foregoing covenants shall run with the land. The Developer may assign its obligations under this Section to any homeowner's association to which all owners of individual dwelling units on the Site are required to join and belong. The Developer convenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer 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 of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, creed, religion, sex, marital status, handicap, 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 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, creed, religion, sex, marital status, handicap, national origin or ancestry in the sales, Iease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself of any person claiming under or through him or her, establish or permit any such practice or practices of 22 4ls\PCD:Agr t:DDAHabit R1S 95-192 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 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: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, 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, creed, religion, sex, marital status, handicap, 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 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 of the premises." The covenants established in this Agreement and the Grant Deed for the Site shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site, or any part thereof. The covenants against racial discrimination shall remain in effect in perpetuity. 1 if'y�+7�Tli- FTMo o o .M� M • s • o 0Is0 put1 4 +1 The Agency and Developer are deemed the beneficiaries of the terms and provisions of this Agreement and of the covenants running with the land, for and in their own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency and Developer, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency and Developer snail each have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled, including but not limited to injunction and/or specific performance. 23 4`s1PCD:Agme:DDAHab1t RLS 45-192 �u. i -1.1 1. Association Covenants. Prior to and as a condition of the Conveyance of the Agency Parcel to the Developer, the Developer shall prepare and submit to the Agency and the City Attorneys office for their approval a Declaration of Covenants, Conditions and Restrictions ("Association CC&,IW) which establishes aproperty owner's association (the "Association'). The Association CC&Rs shall require the owners of all dwelling units constructed on the Site to be members of the Association. The Association CC&Rs shall entitle each owner to use of the common areas and facilities to be constructed on the Site, and shall set forth an equitable apportionment of the costs of maintaining and operating such common areas and facilities. The Association CC&Rs shall also obligate the association to maintain and assume all liability for any landscaping which is actually installed on the Site. The location of such landscaping shall be set forth in a landscaping map attached to and incorporated into the Association CC&Rs. The Association CC&:Rs shall be recorded concurrently with the closing of the Agency Parcel Escrow pursuant to Section 2.08 hereof, prior and superior to the recordation of any construction loan. 2. During the period of the Developer's ownership of the Site or any portion thereof, the Developer shall maintain the improvements which it owns on the Site in conformity with the Huntington Beach Municipal Code and (as modified by any specific use permits obtained pursuant to the terms of this Agreement) and shall keep the Site free from any accumulation of debris or waste materials. During such period and following installation of same, the Developer shall also maintain the landscaping required to be planted on the Site and adjacent to the Site under the Scope of Development (Attachment No. 5) in a healthy condition. If, at any time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency, either the Agency or the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. 3. Issuance of a Certificate of Completion by the Agency shall not affect Developer's obligations under this Section 4.04. Such obligations shall remain imreffect until the time Developer conveys ownership of the common areas within the Site to the Association, the maintenance responsibility shall run with the land and the Developer shall have no further obligations under this Section 4.04 with respect to such common areas; and further provided, that at the time Developer sells a particular dwelling unit, the maintenance responsibility with respect to such unit shall run with the land and Developer shall have no further obligations pursuant to this Section 4.04 with respect to such unit. 1 i•i. a :1 RMF1 The Developer agrees to exercise best efforts consistent with prudent business practices to sell all of the Affordable Units developed on the Site as soon as practical following the date of the issuance of the Certificate of Completion (Attachment No. 7) for the Improvements. The Developer agrees that the Affordable Units shall not be leased or rented by 24 4tsiPM:Agmc:OOA11abic PLS 95-192 the Developer or any party related to the Developer unless prior written approval is obtained by the Agency. SECTION 5: DEFAULTS AND REMEDIES 5.01 Dffiusl s-=Qemral Subject to the extensions of time set forth in Section 6.03, failure or delay by either party to perform any material term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default shall first be required to give not less than fifteen (15) days prior written notice of default to the other party, specifying the default complained of and the actions required to correct such default. The claimant shall not institute proceedings against the other party if the other party, within thirty (30) days from receipt of such notice, immediately and with due diligence commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy as soon as reasonably practicable thereafter. 5.02 Omitted. In addition to any other rights or remedies and subject to the restrictions in Section 5.01, either party shall submit any and all disputes seeking specific performance of the terms of this Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain any other legal or equitable remedy consistent with the purpose of this Agreement, only to a retired Judge of the Superior Court in and for the State of California (hereinafter "Superior Courfor other such hearing officer as agreed to by the parties (hereinafter the "Judge) id the following manner. (a) The parties must agree on the Judge's identity within five (5) days after the dispute arises or, at the end of the fifth day, the parties' respective counsel shall be authorized to agree upon the Judge's identity and bind their clients. Failure to cooperate in this selection process waives the uncooperative parry's right to participate in the selection process, or object to the Judge selected. (b) Disputed matters shall be promptly submitted to the Judge in a manner determined by him/her following his/her selection. Once a matter is submitted to the Judge, s/he is empowered with the full authority of a judge sitting on the bench of the Superior Court in and for the State of California (hereinafter "Superior Court"), and may make any ruling consistent with that power. In order to implement this provision, the parties, by executing this Agreement, agree to execute and file with the Superior Court, such papers as 25 4\s1PCD:Ag ree:DDA1 habit RLS 45-192 are appropriate to procure the appointment of said Judge as a Judge Pro-Tempore of the Superior Court. (c) Each party shall bear its own attorney's fees and costs regarding any legal action instituted under this agreement. The prevailing party shall not be entitled to recover its attorneys fees and costs. The Judge may snake any order he feels appropriate regarding which party or parties should pay for the fees and costs of the Judge. (d) The rights of judicial review granted under this Paragraph are the only rights of judicial review that are available to the parties hereto. They are exclusive of all other rights of relief which might otherwise be held by them. It is their intention that all of the disputes arising out of, or related to, their execution of this Agreement, or the rights or responsibilities granted or imposed by this Agreement, be resolved exclusively in the manner provided for in this Paragraph and its subparts. Consistent with this intention, the parties, by executing this Agreement, specifically acknowledge that the decisions and orders of the Judge are nonappealable and either party shall have the nonreviewable, and, therefore, they are waiving their right to seek relief in the State or Federal Courts, except including for the purpose of securing and confirming the authority of the Judge provided for herein, and to enforce his/her decisions and orders by confirmation pursuant to the California Code of Civil Procedure Section 1280 el seq., or through appropriate injunctive relief. In the event that a party files any action inconsistent with the terms of this Paragraph, then the party filing the action will be liable for all fees and costs actually incurred by the other party in responding to said action, regardless of its outcome. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that any action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Director or in such other manner as may be provided by the retired judge. In the event that any action is commenced by the Agency against the Developer, service of process on the Developer, if applicable, shall be made by personal service 26 41sTM.Agrcc:DDA1 habit RIS 95-192 k►./ upon officer or the Executive Director of the Developer and shall be valid whether made within or without the State of California or in such other manner as may be provided by the retired judge. Service of any of the foregoing natural persons accomplished by or on behalf of the Agency shall be deemed to effect service on the Developer. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. WIVA 0 F e.T 18 ►Me 1 Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 5.08 Omitted. Prior to the Conveyance of the Agency Parcel, if either party defaults with regard to any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured within the time as set forth in Section 5.01, the defaulting party shall be liable to the other party for any damages caused by such default, except as provided in Section 5.12 herein. 5.10 ,S=irc EcEfi2nnance Prior to the Conveyance of the Agency Parcel, if either party defaults under any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within the time set forth in Section 5.01, the non -defaulting party at its option may thereafter (but not before) seek specific performance of terms of this Agreement in solely accordance with Sections 5.03 and 5.15 herein. A. In the event that prior to the Conveyance of the Agency Parcel the Developer is not in default of the Agreement and: 27 41s1PCD:Ageo:DDAHabit RLS 95-192 (a) any of the Conditions Precedent to Developer's Obligation to Acquire the Agency Parcel, as described in Section 214(2) of this Agreement, have not been timely satisfied (or waived by the Developer in its sole and absolute discretion); or (b) The Environmental Consultant determines that the Remediation Cost exceeds Fifty Thousand Dollars ($50,000) and neither party has agreed to pay the additional Remediation Cost in excess of Fifty Thousand Dollars ($50,000); or (c) The Agency is in default of this Agreement and has not cured or commenced to cure such default within the time period set forth in Section 5.01 hereof; then, subject to the applicable cure provisions contained in Section 5.01 herein, at the option of the Developer, thirty (30) days after written notice thereof is delivered to the Agency, all provisions of this Agreement with respect to the Agency Parcel (and the Site) shall terminate and be of no further force and effect; thereafter, neither the Agency nor the Developer shall have any further rights against or liability to the other with respect to the Agency Parcel (or the Site) under this Agreement; provided, however, that such a termination shall not deprive the Developer of its damages remedy pursuant to Section 5.09 hereof. A. In the event that prior to the Conveyance of the Agency Parcel the Agency is not in default of this Agreement and: (a) any of the Conditions Precedent to Agency's Obligation to Convey the Agency Parcel, as described in Section 2.14A(l) of this Agreement, have not been timely1satisfied (or waived by the Agency in its sole and absolute discretion); or (b) the Environmental Consultant determines that the Remediation Cost exceeds Fifty Thousand Dollars ($50,000) and neither party has agreed to pay the additional Remediation Cost in excess of Fifty Thousand Dollars ($50,000); or (c) The Developer has failed to obtain fum and binding commitments to financing necessary to undertake the Improvements, approved by the Agency pursuant to 28 Ms1PCD:Agm:DDA11abit WS 95-192 k4.) �W) Section 2.I6, within the time set forth in the Schedule of Performance (Attachment No. 3); or (d) The Developer ;s in default of this Agreement and has not cured or commenced to cure such default within the time period set forth in Section 5.01 hereof; then, subject to the applicable cure provisions of Section 5.01 herein, at the option of the Agency, thirty (30) days after written notice thereof is delivered to the Developer, all provisions of this Agreement with respect to the Agency Parcel (and the Site) shall terminate and be of no further force or effect, and thereafter neither party shall have any further rights against the other with respect to the Agency Parcels under this Agreement; provided, however, that such a termination shall not deprive the Agency of its damages remedy pursuant to Section 5.09 hereof. 5.13 Omitted. 11illillilil• r ' • �.� • 0i : l t ' 11111 • 1 r Ilr r • 1 After the Conveyance of the Agency Parcels, if the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within the time required by Section 5.01 hereof, the defaulting party shall be liable to the other party for any damages caused by such default. After the Conveyance of the Agency Parcels, if either the Developer or the Agency defaults under any of the provisions of this Agreement the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured within the time required by Section 5.01 hereof, the nondefaulting party at its option may institute an action for specific performance of the terms of this Agreement. SECTION 6: GENERAL PROVISIONS Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand or dispatched by fast class mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer at the addresses specified in Sections 1.05 and 1.06, respectively. Such written notices, demands and communications may be sent in the sane manner to such other addresses as either party may from time to time designate by mail as provided in this Section 6.01. 29 Vs1PCD:Agrte:DDAHAit RLS 95-192 V Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the date actually received or the third day from the date it is postmarked if delivered by registered or certified mail. 9-5WERMe MM. Ir No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. . 1 r M r .74rr r Ot rrT r WrorHr.r In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war, insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather, acts or omissions of the other party; acts or failures to act of the City of Huntington Beach or any other public or governmental agency or entity (other than the acts of the Agency which shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Notwithstanding the foregoing portion of this Section 6.03, the Developer is not entitled pursuant to this Section 6.03 to an extension of time to perform because of past, present, or future difficult' in obtaining suitable temporary or permanent financing for the development of the Site or, after any environmental remediation performed pursuant to Section 2.12 is completed, because of the physical condition or suitability of the Agency Parcel or the Site for the purposes of this Agreement. No member, official or employee of the Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. No member, official or employee of the Developer shall be personally liable to the Agency, or any successor in interest, in the event of 30 4\sV'CD:Agme:DDA11ab1t Ri.s 95-192 any default or breach by the Developer for any amount which may become due to the Agency or its successors, or on any obligations under the terms of this Agreement. + l :4 MN41 O.W.61 1+4++11 This Agreement includes pages 1 through 33 and Attachments 1 through 9, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. . 1• u-11+��+.11 + � �-11-1 Concurrently with the closing of the Agency Parcel Escrow, the parties hereto shall execute and cause a Memorandum of Agreement attached hereto as Attachment No. 6 and incorporated herein to be recorded as an encumbrance upon the Site in the official records of Orange County, California. The Agency shall cooperate with the Developer or its successors in interest in causing such memorandum to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrance for value from the restrictions of the memorandum at the expiration of the Affordability Period (as set forth in Section 4.01(3) hereof) or as otherwise consistent with the purposes of this Agreement. REST OF PAGE INTENTIONALLY LEFT BLANK 31 4lt1PCD:Agree:DDAt1abit = 95-192 6.07 Anp ovals In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld, delayed or conditioned. IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement by and through their authorized officers on the date first above written. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. a California non-profit public benefit corporation by C?- c 5 Its President REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic REVIEWED AND APPROVED: INITIATED AN/D� APPROVED: xecutive Director Director of Economic Development 3� ATTEST: Z. Agency / Clerk 32 APPROVED AS TO FORM: Agency General Counsel 4\s1PM:Ag=.DDAHabit RLS 95-i92 POk NW.S.C114,SE.114,SEC 26, T.56,R//W . 1ti9;-30 31 M£. �114.5.f. //��SfC::S.J•Il . MAN w � M 5) RONAL D w wit r 4 i. . . . Ott' ate' lk n p aw ;pr•V w B w p� i p 302 ,3 '�•�••�- !t ~ JS i� ��' t3' • , i6 J�l ALLFr ML 18 ROQO t 2r W � r ZZ w N0. J476 Hou• for, Q QD ti c ! il00• EWA ATTACHMENT NO.2 ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 25, TOWNSHIP 5 SOUTH, RANGE I I WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SHOWN AS "NOT A PART" ON THE MAP OF TRACT NO.3478, RECORDED IN BOOK 141, PAGES 31 AND 32 OF SAID MISCELLANEOUS MAPS. EXCEPTING THEREFROM ALL WATER RIGHTS, CLAIMS OR TITLE TO WATER, NlrH THER OR NOT SHOWN BY THE PUBLIC RECORDS. 4/s:PCD:A9=:Jtabit-2 RIS 95.192 317197 1 1 � ATTACHMENT NO.3 SCHEDULE OF PERFORMANCE performance 1. Document Execution a. Habitat delivers executed DDA to Agency b. Agency authorizes and executes DDA 2. Opening of Disposition Escrow a. Agency and Habitat open Disposition Escrow to convey Site to Habitat 3. Development Appromals a. Habitat submits Design Concept Drawings and related documents to Planning Commission for approval R b. Planning Commission approves Design Concept Drawings and related documents C. Habitat submits Construction Drawings and related documents to Agency for approval d. Agency approves Construction Drawings and related documents e. Agency performs Phase I environmental investigation, and completes remediation, if necessary. ATrACI MENT NO.3 Page 1 of 3 4/sTMAgree:lbbit-3 RLS 93-192 3n/97 [. r Prior to public hearing on DDA Within 5 days following public hearing on DDA June 1,1997 Completed Completed Prior to close of Escrow Within 30 days follo,%&ing submission Prior to close of escrow. Performance D-= f. DeveIoper approval of soils Prior to close of escrow condition. 4. Financing a. Habitat shall provide Agency with Prior to close of construction financing plan Escrow b. Habitat secures Agency approval Within 30 days of financing plan following submission 5. Building Permits; PIanning Entitlements a. Habitat secures all planning Prior to close of entitlements and permits required Escrow b. City is prepared to issue grading Prior to close of permits. Escrow 6. Close of Disposition Escrow a. Agency and Habitat close Disposition Upon completion of Items I Escrow conveying title of Site to through 5 hereinabove and Habitat the completion of all actions to be taken by Habitat and Agency under Article 2 of the DDA to cause the close of escrow 7. Construction of Improvements a. Habitat commences construction Within 30 days following of Improvements the close of escrow. b. Habitat completes construction Within 18 months following of Improvements close of Disposition Escrow C. Agency issues a Certificate Within 30 days following of Completion for Improvements completion of construction ATrACI WENT NO.3 Page 2 of 3 41s:PCD:Agmc:1iabh-3 RI S 95-192 3r1197 S. Covenants a. Habitat records Declarations of Covenants and T:estrictions on Resale for each home in the records of the Orange County Recorder's Office in accordance with Section 401(7) of the DDA ATrAC1 MIENT NO.3 Page 3 of 3 4/sTMAgee:llabit-3 RLS 95-192 3l9/97 Prior to conveyance to owner occupant L� FM AM3W MU 9cLw,4m cctraxr RECORDING REQUESTED BY: } AND WEN RECORDED MAIL TO: } HIS Cn1C'nr~EDGUY,ENT WAS SCARRED I !P RICTRC-11ECA4LYCECORBED 0R The Redevelopment Agency of ) DEC I the City of Huntington Beach ) 2000 Main Street ) � �� P.O. Box 194 ) Document No. ) First American Title Insurance Co. Huntington Beach, CA 92643 Attn: ) Celt I f,Ck The undersigned Grantor declares: Thk- office is exempt trom fHIng Documentary transfer tax is fes. urlor Oownrmr� Coda g 0103. 1 No Tax Due Per cock.,11922 $ �'\ . THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: etio e�:y Dated: _ ,19on For valuable consideration, receipt of which is hereby acknowledged, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Main -Pier Redevelopment Project, herein called "Project", under the Community Redevelopment Law of California, hereby grants to HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation, herein called "Grantee", the real property hereinafter referred to as the "Property", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described there. 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other lands, but without, however, any right to use either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. 4WPCD:Agree:11abitA RLS 95-1921=96 Page 1 of 5 2. The Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by Ordinance No. 2577 of the City Council of the City of Huntington Beach, and a Disposition and Development Agreement entered into between Grantor and Grantee dated n. _gZ,_ j J i 7 (the "DDA'), a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 3. The Grantee shall devote the Property only to the development permitted and the uses specified in the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to paragraph 9 of this Grant Dred), and this Grant Deed, whichever document is more restrictive. 4. The Property is conveyed to Grantee at a purchase price„ herein called "Purchase Price", determined in accordance with the uses permitted. Therefore, Grantee herebycovenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shalt develop, maintain, use and operate the Property only as follows: (a) Grantee shall develop the Property, together with certain adjacent real property owned by Grantee (collectively referred to in the DDA as the "Site") for residential housing uses, as set forth in the DDA. (b) Grantee shall make available all of the residential units to be developed on the Site to "Very Low Income Households", as set forth in the DDA and the attachments thereto. (c) For the period of time set forth in the DDA, Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code and shall keep the Property free from any accumulation of debris or waste materials. During such period of time, Grantee shall also maintain the required landscaping in a healthy condition. If, at any time during the period that this maintenance covenant is in effect, Grantee fails to maintain said landscaping, and said condition is not corrected after expiration of fifteen (15) days from the date of written notice from the Grantor, either the Grantor or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. (d) Prior to Grantor's issuance of a Certificate of Completion for the project to be developed on the Site pursuant to the DDA, Grantee shalt not sell, transfer, subdivide, or convey all or any portion of its interest in the Site without the prior approval of the Grantor except as permitted in the DDA. 5. 'Tile Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race, color, creed, national origin, ancestry, sex, marital status or religion, in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee 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, creed, national origin, ancestry, seat, marital status or religion in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the property, nor shalt the Grantee 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, sub -tenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. 4V:PCb:Agrcc:Uabit4 RL3 95-1921 OM96 Page 2 of 5 6. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by the DDA; provided, however, that any subsequent owner of the Property sha!1 be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 7. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee's obligation to develop the Improvements on the Property and the Site as described in the DDA and Paragraphs 2 and 4(a) hereof, and the covenants and restrictions set forth in Paragraph 4(d) hereof, shall terminate and shall become null and void upon recordation of a Certificate of Completion pursuant to the DDA. The covenants and restrictions in Paragraph 4(b) of this Grant Deed relating to Grantee's obligation to make a certain number of residential units available to Very Low income Households shall terminate and become null and void at the end of the "Affordability Period" as defined in the DDA. The covenants contained in Paragraph 4(c) shall continue in effect during the time period specified in the DDA. Every covenant contained in this Grant Deed against discrimination contained in paragraph 5 of this Grant Deed shall remain in effect in perpetuity. After the expiration of any of the aforesaid covenants and restrictions, as provided herein, Grantor agrees to cooperate with Grantee in causing such covenants to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrancer for value from such restrictions, as otherwise consistent with the purposes of this Agreement. 8. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall tun in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, 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 actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 9. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title to the Property shalt have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, easements or restrictions contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licenses, mortgages, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property within or outside the Project Area, or any person or entity having any interest in any other such realty. 10. Grantee agrees for itself, and its successors and assigns, and every successor to Grantee's interest in the Property, or any part thereof that for thirty (30) years from the date of recordation of this Grant Deed for the Property (the "Expiration Date"): (a) The Property shall only be owned and occupied by Grantee or persons or families of "Very Low Income." "Very Low Income" shall mean persons or families earning Fifty Percent (50%) or less of Orange County median income, adjusted for appropriate family size. 4W.PCD:AgrwJ1abit4 RL.S 93-1921OM96 Page 3 of 5 (b) The Property shall be kept available at Affordable Housing Cost (as defined below) to the Grantee or other persons or families of very low income. Affordable Housing Cost shall mean, as to each person or family of very low income, that purchase price which would result in monthly housing payments which do not exceed thirty percent (3Mo) of Fifty Percent (50%) of the Orange County monthly median income for those persons and families of very low income, as determined by the United States Department of Housing and Urban Development. (c) The covenant contained in this Section 10 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 11. No transfer of the Property shall occur until the Agency 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 very low income, and (c) that the proposed transfer occurs at an Affordable Housing Cost. The Agency may require such information and completed forms as needed to certify the transfer price and proposed purchaser's intent with respect to its residence in the unit and its gross income. Prior to any conveyance of an Affordable Unit, each approved purchaser may be required to submit to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser may only sell the unit at an Affordable Housing Cost to a Very Low 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 without the prior written consent of the Agency. Grantee shall cooperate with the Agency in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the Agency in connection with the Grantee's original safe of the Affordable Unit, provided that the Grantee shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. THE GRANTOR, GRANTEE AND EACH SUCCESSOR, HEIR OR ASSIGN OF GRANTEE AND GRANTEE 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 TILE 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 O11MR SIMILAR REAL PROPERTY)WECH IS NOT ENCUMBERED BY THIS RESTRICTIOhi. COVENANTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF CONVNAANTOR 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. _ ce, Grantor Initial, Grantee Initials (rest of page intentionally left blank) 4As:PCD:Agee:Rabit4 RLS 95-192 10!7196 Page 4 or 5 The covenant contained in this Section l l shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this 21 day of - - 1991. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By 444W ,19� Chairman Development ATTEST: ej__ z�rut., Agency Clerk,/$7 APPROVED AS TO FORM Agency Attorney > 5 -)-9-tiff�� v The undersigned Grantee accepts title subject to the covenants hereinabove set forth. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. a California nonprofit public benefit corporation By C-,XX,,�-5 i President By I. �'�iwffiMlw AsTCRAgee:11abit-4 RLS 95-192 lon/96 Page 5 of 5 CAUFORNIA ALL-PURPU5E ACKNOWLEDGMENT State of rA County of On _ Sf a 911 7 _ before me, 6e � Date Name and Tah 01 ON personally appeared 13personally known to me ❑ proved to me on the basis of satisfactory evidence to be the persorowhose narria is re ubscribed to the within instrument and acknowledged to me that the executed the same in4Whe hei uthorized capaci(es , and that by his%Wheir signatures) on the instrument the persorG), or the entity upon behalf of which the persortCgj acted, executed the instrument. E12MM WITNESS my hand and official seal. t Q01MY coMrut. s 10=7 ORANGE COUtti1► Comm. Expires An 29.1997 turs of riouy P,Arc 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: bra n 24- Oe,-L- _ Document Date: / ,/ S' Number of Pages: 6 Signer(s) Other Than Named Above: N6zy Capacity(ies) Claimed by Signer(s) Signer's Name: 6a",W~' ❑ Individual L Corporate Offi er Trtle(s): C/7a ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Top of thumb here Signer Is Representing R��✓�%nrn¢.sf Signer's Name:"- .Broc�cv ZI Individual 54 Corporate Officer Title(s):q�rc yere� ❑ Partner — ❑ Limited ❑General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator - ❑ Other: Top of thumb here Signer Sig p 9� Is Representing: .. := �'�F`�� ;. �.t 0199 _- Nanonat Notary Assodaden • 8238 Remmet Ave., P.O. Box 7164 • Canoga Park. CA 91309-71 Bs Prod. No, 5907 Reorder. Cal TWFme 1-ODo-8754W CALIFORNIA ALL-PURPC64 ACKNOWLEDGMENT State of &' County of Qi'22 On before me, 724�i Dale Name e+W Tills of O ter fe.g.. Jens Notary PubNC7 personally appeared A%/C;6Cte-.0, T Narr)t) of Sq-gs) EUZAB€M EmeNG COMM. f 100XW7 R personally known to me ❑ proved to me on the basis of satisfactory evidence to be the personWwhose nam&466 subscribed to the within instrument and ac nowledged to me th sha b*y executed the ame 1)e0.1heir authorized capacity(ies), and that to ir signature* on the instrument the person(e), or the entity upon behalf of which the person(a) acted, executed the instrument. WITNESS my hand and official seal. • - . Notary PLt)ac — CaUfm is r. x �• • ORANGE COWM Nhf CO M. EX;*99 AUG 29.1997 5Vnature of Notary t"e 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: C/�� �y7 Number of Pages: Signer(s) Other Than Named Above: Ale-> / Capacity(ies) Claimed by Signer(s) Signer's Name; ❑ Individual Lw- Corporate Officer ' Title(s): ❑ Partner — ❑ Umited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Top of thtxnb here Signer Is Representing: IV ■ ar ■ ■ R ner's Name: Individual Corporate Officer Title(s): Partner --❑ Limited ❑ General Attomey-in-Fact Trustee Guardian or Conservator Other. Signer Is Representing: Top of Itxunb here O 1" Nedorul Notary Association • 82M Rermnet Ave.. P.O. f x 7184 • Canoga Park CA 91309.7184 Prod. No. 6907 Reorder. CAN Toll -Free 1-000 87641M CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of M County of or4-lyA-a- On 2A 7 before me, Dare Name mid Troe or O'hcer (e g."jaQw6m. Notary Pw6c7 personally appeared Zj�w� �- ��1�_ S - Nama(e) d SgaesFe} P Aqersonally known to me O proved to me on the basis of satisfactory evidence to be the person(e whose name(a�Vare subscribed to the within instrument and acknowledged to me tha t e key executed the same irtf04eMheir authorized capacity(ie93, and that bx a it signatures) on the instrument the person(s), or the entity upon behalf of which the persor*) acted, executed the instrument. EUZABETH EH WITNESS my hand and official seal. y MANGE COUNTY Q01Umm. Exphes AJG 29.1997 '11 $yuture of y Pudic OPTIONAL Though the Information below Is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: �r Document Date: ��r// 4�:Vi /F?7 Number of Pages: Signer(s) Other Than Named Above: 14147M1 Capacity(ies) Claimed by Signer(s) Signer's Name: -C-1 Z&ec ❑ Individual 9 Corporate�Officer Title(s): ✓Jl v rLlir2 ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator © Other: Top of thumb here Signer Is Representing: A' is W"Aff, e i Signer's Name: ■ ■ ■ ■ ■ Individual Corporate Officer Title(s): Partner—❑ Limited E1 General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: Top of rKxnb here C 19M 1� YborW Notary Association • MM PA m el Ave.. PD.1Boa 7184 • Canoga Park CA 913D9.7184 Prod. No. 5907 Reader. Can Tc&Fnm 1.80"78.6i127 } STATE OF CALIFORNIA }ss. COUNTY OF ORANGE } On JUNE 11, 1997, before me, KATHERINE M. SOTO, personally appeared CARTS LESTER and ELIZABETH ELSING, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal_ :signature Mis am for official ww4l seal) Kl�l h'Rlt2c M. SOTO } C.QMM S'S*N #1034837 t &awv F uL k - Cw iani a My Commission Ex *e$ Auc. 4. IM EXHIBIT A LEGAL MCRIEDON OF PROPERTY ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 5 SOUTH, RANGE I I WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 5I, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SHOWN AS "NOT A PART' ON THE MAP OF TRACT NO.3478, RECORDED IN BOOK 141, PAGES 31 AND 32 OF SAID MISCELLANEOUS MAPS. EXCEPTING THEREFROM ALL WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. Page 1 of 1 4',AG:Agtee:llabitat: AttathQM97 R IS 95-192 ATTACHMENTT NO.5 SCOPE OF DEVELOPMENT I. Improvements The Improvements shall consist of the construction of three (3) residential condominium units within the City of Huntington Beach {"City") by volunteers and contractors for sale to very low income owner occupants, including the construction of garages, landscaping, and related on - site improvements. The Improvements shall be constructed in accordance with the Construction Drawings to be approved by Agency, planning entitlements and building permits required and approved by the City and any other governmental agencies having jurisdiction over the Improvements. The Improvements are to be constructed in a workmanlike fashion, using first class materials, and completed in a lien free manner. II_ Changes in Development PIans If Habitat desires to make any changes in any approved plans which would require City and/or Agency approval, Habitat shall submit the proposed changes to the City and/or Agency for approval. Said changes shall be approved or disapproved, in writing, by the City and/or within thirty (30) days of submission by Habitat. M. Compliance with Municipal, Federal, State and County Code Standards and Redevelopment Plan Habitat Improvements shall conform to all applicable Municipal, Federal, State and County Code Standards and the requirements of the Redevelopment Plan. 41rPCD:Agee:Habit-1 RLS 95-192 1 OIZ96 7Ei'a 1 ' .'i 4• •71 1 i ►� t/� U � � : lid �t ! 1! ' � r � \ : ��� � + ' t/ �i� i � t/ .�►� Recording Requested By and When Recorded Return to: THIS ORIGINALGUCUMQ1'TWAS SCANNED "', EEECT,RENIGAM RCCQUDIU U.4 REDEVELOPMENT AGENCY OF THE DEf I I CITY OF HUNT NGTON BEACH ) 00cument No. 6 _ 20401tiiain Street ) ��;; American Tit, Ins!.-rance Co. Huntington Beach, CA 92648 } Attention: Executive Director ) M EMORANDM I OF DISPOSITION AND DEVELOP _ h S$FEMENf This Memorandum of Disposition and Development Agreement ("Memorandum'), dated for identification purposes as •�, k of 1908, is entered into by and between THE REDEVELOPMENT AGEN& OF THE CITY OF HUN71NGTON BEACH, a public body corporate and politic ("Agency") and HABITAT FOR HUMANITY OF GRANGE COUNTY, INC., a California nonprofit public benefit corporation ("Developer'). I. Disposition gnd D"elgpment Agrcement. Agency and Developer have executed a Disposition and Development Agreement ("DDA') dated for identification purposes as of -3-\ 19M, covering that certain real property located in the City of Huntingion Beach, County of Orange, State of California, more fully described in the Exhibit "A" attached hereto and incorporated herein by this reference (the "Site'). Among other provisions, the DDA (a) provides for certain restrictions upon the construction of improvements on the Site, (b) provides for the construction by the Developer of a certain number of dwelling units to be sold at an affordable housing cost to persons of very low income. All of the terms, conditions, provisions and covenants of the DDA are incorporated in this Memorandum by reference as though written out at length herein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or document. 2. Pu=sc of Memorandum. This Memorandum is prepared for recordation purposes only, and in no %vay modifies the terms, conditions, provisions and covenants of the DDA. In the event of any inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail. Page 1 of 3 4/s: PCQ: A gree: Hab i 1-6 RLS 95-M 3/7197 Not by way of limitation of the foregoing, and except as specifically set forth in the DDA, the DDA is not intended to be binding upon the purchasers of residential units developed on the Site or upon any incorporated or unincorporated association formed to own, manage, operate or maintain such units or the common areas within the Site, and nothing in this memorandum shall be so construed. The parties have executed this Memorandum on the dates specified immediately -adjacent to their respective signatures. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. a California non-profit public benefit corporation By ( 5 ul— Its President REVIEWED AND APPROVED: Executive Director ATTEST: y1//u.E <� Agency Clerk' 4/s:PCD:Agree:Habit-6 RLS 95-192 3n/97 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic INITIATED AND APPROVED: AA J A 4f hman C - D' for of Economic Development C APPROVED AS TO FORM: 'A7.E � L ==:, AgenTy General Counsel S Page 2 of 3 EXHIBIT A ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 5 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SHOWN AS "NOT A PART" ON THE MAP OF TRACT NO. 3478, RECORDED IN BOOK 141, PAGES 31 AND 32 OF SAID MISCELLANEOUS MAPS. EXCEPTING THEREFROM ALL WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. Page 3 of 3 4/s: PCD:Agree:Habit-6 RLS 95-192 3/7/97 V CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of CA County of < On 1 & 7 � T� before me, '06 t) trIV9 00V oats Name and ThM d orw" (e personally appeared Aa! A Batipr r ema ,frit h) Name(&) at aroma? CK personally known to me ❑ proved to me on the basis of satisfactory evidence to be the persoq 'whose nam<34sl r�ubscribed to the within instrument and acknowled ed tome that he executed the same in hide heir authorized capacity ,e , and that by hiheir ignaturKD on the instrument the person, or the entity upon behalf of which the person® acted, executed the instrument. FUZABUH EKING t WITNESS my hand and official seal. COMM. * 1003397 Notary P"c — CcAfornial ORANGE COL'NFy LfV COMM. Expires At1G 29.1997 � a Nola tftoc OPTIOUM 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: Z&9 t.�Iop �iPh f Document Date: Number of Pages: 19,0,e,� a i, s Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: &0A ,3zt 4� ❑ Individual 9 Corporate Officer ` Title(s): Ch iio,127Q.o ❑ Partner — ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Top Of thumb here Signer Is Representing: W Signer's Name: ❑ Individual 154 Corporate Officer Title(s)et: ❑ Partner—❑ Lfmit d ❑ enerai ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or ConservatorNL ❑ Other. Top of thumb here Signer Is Representing: O 19% "@banal Notary Assoc+etion • 8238 Rommel Ave.. P O. Boa 7184 • Canoga POE. CA 913DD-7184 Prod. No. 5907 Reorder. Call ToFFrss f 4P00-876-GW •� AMEI 4 � $ 7 STATE OF CALIFORNIA }ss. COUNTY OF ORANGE } On JUNE 11, 1997, before me, KATHERINE M. SOTO, personally appeared CARIS LESTER and ELIZABETH ELSING, personally known to me for proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature KATHERINE M. SOTO cwm ssoN # 103a837 Namy Pit 4 • calamnia a ORANGE COUNTY.. ' M Gommuk Ems (This area for official oourial � Y n AUG 4. 1998 ATTACHMENT NO.7 RECORDING REQUESTED BY: } AND WHEN RECORDED MAIL TO: ) } } } (Space above for Recorder's Use) This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: - Its: Dated: , 19 CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT A. On or about , the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, hereinafter referred to as "Agency", entered into a Disposition and Development Agreement (tile "Agreement") with HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (the "Developer"), which Agreement provides, 'n� ter is for the disposition and the development of certain real property (the "Site") situated in the City of Huntington Beach, California, and more particularly described on Exhibit "A" attached hereto and made a part hereof by this reference. B. As required in the Agreement and as referenced in the Grant Deed recorded on , 19__, as Instrument No. in Book„ Page of the Official Records of Orange County, California, and the Memorandum of Agreement recorded on , 199___, as Instrument No. in Book , Page of the Official Records of Orange County, California, the Agency shall furnish the Developer with a Anwiunat Na 7 Page I of 3 41 PCQ:ACm habit-7 RIS 93-192 -1OW6 Certificate of Completion for the Site upon completion of construction of the Improvements required by the Agreement, which Certificate shall be in such form as to permit it to be recorded in the Recorder's Office of Orange County. C. The Agency has conclusively determined that the construction on the Site described hereinabove required by the Agreement and the Grant Deed has been satisfactorily completed. - NOW, THEREFORE. the parties hereto certify as follows: 1. As provided in the Agreement, the Agency does hereby certify that the construction of the Improvements on the Site has been fully and satisfactorily performed and completed. 2. The conditions and all rights and obligations under the Agreement as pertains to the Improvements are terminated, except as set forth or referenced in the Grant Deed and Memorandum of Agreement referred to in Recital S herein. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed or the Memorandum of Agreement. 4. After retardation of this Certificate of Completion, any person or entity then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Improvements will not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under the Agreement, the Grant Deed or the Memorandum of Agreement, except that such party shall be bound by any and all of the covenants, conditions, and restrictions which survive such recordation. 5. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Property, nor any part thereof: This Certificate of Completion is not notice of completion as referred to in Section 3093 of the California Civil Code. Attachmnt No. 7 Page 2 ors Al 1M.-AgreeJUM-7 RIS 95-192-10/Z96 / , w w 6. The Recitals above are incorporated in full as part of the substantive text of this Certificate of Completion. IN WITNESS WHEREOF, the Agency has executed this certificate this day of 19 ATTEST: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Its: _ 0-49L& ±, j _ APPROVED AS TO FORM: Agency Clerk ge cy Counsel Developer hereby consents to the recording of this Certificate of Completion. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation By: Its: By: Its: Attadmu t Na 7 Page 7 OD 4/s:PM AgmcJbbit-7 RL.S 95-192-10/196 s M EXHIBIT A TO ATTACHMENT NO.7 r 83 1 wrto) .• r ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 5 SOUTH, RANGE I I WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SHOWN AS "NOT A PART" ON THE MAP OF TRACT NO.3478, RECORDED IN BOOK 141, PAGES 31 AND 32 OF SAID MISCELLANEOUS MAPS. EXCEPTING THEREFROM ALL WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER ORNOT SHOWN BY THE PUBLIC RECORDS. Exhibit A to Attachment Na_ 7 4:G:Agree:! tabitat:Auach713n/97 r� �i ATTACHNSENT NO. 8 SCHEDULE OF FEES Public Works Sewer - -City $ 520 -County 7,050 Water -Connection fee 240 -Construction 216 Drainage fee 1,650 Traffic Impact 2,475 Park & Recreation fees 7,222 UbraEy-fees 490 School fees 5,503 _Planning fees CUP filing fee 2,375 Tentative Parcel Map filing fee 585 Special Permit filing fee 270 Final Parcel Map 150 CC&R Review fee 400 Address assignment 125 Landscape Plan Check fee 110 Landscape Inspection fee 480 Inspection fees 250 Map Plan Check fee 480 Public Improvement Plan Check 110 Public Improvement Inspection 1,200 Tract Plan Check 480 Grading Plan Check 835 Grading Inspection 1,035 Water Connection Inspection 600 Encroachment Permit 1,232 Obstruction Permit 50 Building Plan Check/Permit/Insurance 2,220 Mech/Elec/Plumbing L200 Total $399543 Ms:PMAgree lllbit-8 RLS 95492 -101296 Hl 0/ / -,0-1 / kUrdu o. Escrow No. Loan No. By FiAW A VU� CWAMY WHEN RECORDED MAIL TO: Connr� FRockwR y, CJ yCfrej< /K�z7 -ky, BEa c4, CA ?.,(,y� MAIL TAX STATEMENTS TO: AP 1 165-302-13, 14, 15 THIS GnI&I?"'AL Doc UY03ASS CAqSED 1,1111, firUPORCULY Munn cis DED I i 12R Document No. First American Male Insurance Co. SPACE ABOVE THIS LINE FOR RECORDER'S USE DOCUMENTARY TRANSFER TAX 5... . -L�s AN...it . ...... Computed on the consideration or value of property conveyed; OR ...... Computed on the consideration or value less liens or encumbrances Or Agent determining tax — Firm This ot;ice Is exempt trom Mng 'ot&aC,4 , tcczLmdCrGowrrmmmoode§61f0RPORATION GRANT DEED -%lU vx�v- No Tax Due Per cods 11922 -T/O ; FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The City of Huntington Beach, a municipal X corporation oreanized under the laws of the State of California . does hereby GRANT to The Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, of the State of California the real property in the City of Huntington Beach Co•inty of orange Dated �2L , State of California, described as That portion of the north one-half of the southeast quarter of the southeast quartet of Section 26, Township 5 South, Range 11 West, in the Rancho Las Bolsas, as shown on a map recorded in Book 51, Page 13 of miscellaneous traps, records of Orange County, California, shown as "notzia part" on the map of Tract No. 3478, recorded in Bock 141, Pages 31 and 32 of said miscellaneous maps. Excepting therefrom all water rights, claims or title to water, whether or not shown by the public records. STATE OF CALIFORNIA COUNTY OF _ On_ before me, the undersigned,& Notary Public in and for said State, personalty appear- ed— Per- analy known to me (or proved to me an the basis of satisfactory evidence) to be the persons who executed the within Instrument as President and ._ Secretary, on t-ehalf of the corporation therein named, and acknowledged to me that such cor- porallon executed the within Instrument pursuant to Its by-laws or a resolution of its board of directors. APPROV;, AS TO FORM: - CAIL RUTTON. City Attorney By: Deputy 9ity Atto.nep By - Ra.2fa�I.. a4..t� Prest�at Mayor Attest By it:D seeretew City Clerk Will NESS my hand and official seal Sty )atur (This area for official notarial seal) 1144 (6/82) MAIL TAX STATEMENTS AS DtRFCTFO ABOVE r► CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK DEED CERTIFICATION CALIFORNIA 92648 This is to certify that the interest in real property conveyed by the Deed dated A+1 $_� i S S 7 from of - to the REDEVELOPMENT AGENCY OF THE dITY OF HUNTINGTON BEACH, a public body corporate and politic, is hereby accepted by the undersigned officer or agent on behalf of the Agency pursuant to the authority conferred by Resolution No. 76 of the Agency adopted June 20, 1983 and the grantee consents to the recordation thereof by its duly authorized officer. Dated: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CLERK By: C�2,� / Deputy Clerk \ FOOOF UM F63JBM 1Y FRST AkMiM VU WPJW Ff 00WA1Fr C-1GWRU`� RECORDJNG REQUESTED BY, AND WHEN RECORDED MAIL TO: Habitat for Humanity 8361 Westminster Ave., Ste 210 Westminster, CA 92683 THISE',31?;r,tC`rt.y,t' 3WA7�1StAIM, 4R A"? I ErTRTNTA LY-RECORDED 0.4 DEC 1 ? = Document rdo.zl—yj�J First American Title Insurance Co. I (Space Above For Recorder's Use) DECLARATION OF COVENANTS AND RESTRICTIONS ON RESALE FOR HUNTINGTON BEACH I This Declaration of Covenants and Restrictions on Resale is dated for reference purposes as of (a - i1 , 19fZ. The capitalized terms used in the Recitals are defined in Section 1 below. Habitat is the owner of the Site. Habitat is an ecumenical Christian housing ministry whose objective is to eliminate poverty housing from the world and to make decent shelter a matter of conscience. By having affluent and poor work together in equal partnership, Habitat hopes to build new relationships and a sense of community as well as new houses. Habitat is incorporated as a tax-exempt, nonprofit organization. Funding codes from individuals, churches, corporations, foundations, and other organizations which are moved by concern and compassion to help those in need. Mortgage payments are put into a local "Fund for Humanity," and recycled to build new houses. New homeowners are also encouraged to contribute what they can in addition to their monthly house payments so they, too, can help others have decent housing. Habitat provides housing to chosen families on a nonprofit basis, and finances the purchase of these homes at no interest. The supply of housing to be made available by Habitat is very limited, and therefore only a very few families can be selected to acquire Habitat housing. A family selection committee chooses future homeowners on the basis of housing need, ability to repay the loan, family size, character, willingness to volunteer time on Habitat projects, and certain other input. The family selection SA 96agreelabitat:hatit-9a ds 9"92 process is nondiscriminatory; neither race nor religion is a factor in choosing the families to receive Habitat houses. Habitat and the Agency entered into a DDA to construct a residential development on the Site. Habitat has constructed a residential development on the Site and will sell the residences to Qualified Households in a manner consistent with the DDA between Habitat and the Agency. Now therefore, Habitat hereby covenants, and declares that the Site and each and every residence within the Site shall be held and conveyed subject to the covenants and restrictions of this Declaration as described below. 1. Definitions. The capitalized terms used herein shall have the following meanings: "Affordable Sale Price" means a Transfer price established by the formula described in Section 12 below. The "Agency" means the Redevelopment Agency of the City of Huntington Beach. The "DDA" is the disposition and development agreement entered into between Habitat and the Agency authorizing construction of a residence project on the Site. "Declaration" means this Declaration of Covenants and Restrictions on Resale for Huntington Beach I recorded in Official Records of Orange County, California, as it may be amended or restated from time to time. "Deed Restriction" means the restrictions appearing in the grant deed conveying title from Habitat to the Owner. "Equity" means the portion of the value of a residence that is left after certain costs are deducted. The amount of Equity is calculated according to Section 13 below. "Owner Equity Share" means the portion of Equity that the Owner is entitled to retain after a Transfer calculated pursuant to . Section 13.1 below. "Habitat Equity Share" means the portion of the Equity that Habitat retains after a Transfer calculated pursuant to Section 13.2 below. "Foreclosure -Related Transfer" means the acquisition of any real property interest in a residence by private or judicial foreclosure, or by a deed in lieu of foreclosure. "Fund for Humanity" means the fund established by Habitat into which payments from the Habitat Note are placed. "Habitat" means Habitat for Humanity of Orange County, Inc., a California nonprofit corporation. 2 gA:96agee:hsbh&habit 9a r1s 96-192 "Habitat Note" means the promissory note signed by the Owner in favor of Habitat secured by the Habitat Deed of Trust. The "Habitat Deed of Trust" is the deed of trust recorded against the residence identifying Habitat as the beneficiary and the Owner as the trustor. "O%%mer" means Habitat and each person acquiring an ownership interest in any residence in the Project. The "Project" means the residence project constructed by Habitat on the Site. "Qualified Household" means Habitat and, at the time of the commencement of such person's ownership or occupancy of a residence, a person or a household whom Habitat determines is qualified to participate in the ownership of a residence in the Project both (a) economically as described in Section 6.1 below, and (b) non -economically as described in Section 6.2 below. "Qualified Transfer" means a Transfer meeting the Qualified Transfer Conditions. "Qualified Transfer Conditions" means the conditions established in either Section 7.1, 7.2 or 7.3 below. "Qualifying Improvements" means any capital improvement, as opposed to repairs and maintenance, installed by the Owner which satisfies all of the criteria set forth in Section 12.7 of this Declaration. "Right of First Refusal" means Habitat's right of first refusal to purchase any residence in the Project upon any proposed Transfer of such residence established in this Declaration. The "Refusal Period" is the Urty (30) days following Habitat's receipt of a complete Transfer Notice. The "Refusal Price" is the amount Habitat pays to the Owner calculated in accordance with Section 7.3.4. The "Site" means that certain real property located in the City of Huntington Beach, which is located in Orange County, California described in Exhibit A hereto. Habitat is the owner of the Site. "Transfer" means any sale, lease or temporary rental for any period of time, execution of a real . estate installment contract, grant of any real property interest in a residence voluntarily or involuntarily, including allowing the recordation of a deed of trust or mortgage which creates a lien in the residence, or a transfer upon death of the Owner. "Transferee" means any person who will acquire a residence pursuant to a Transfer. Transfer Notice" means tre written notice meeting the requirements of Section 7.1.1 below that each Owner is required to give to Habitat before entering into any binding agreements associated with a Proposed Transfer. 2. lnco=mlion of &ciLds. Each Owner acknowledges that the Recitals are true and correct and that Owner and Habitat are bargaining in reliance upon the truth and accuracy of 3 g:4:96agmtsbitat:habit-9a As 96-192 the same. The contents of the Recitals are incorporated by this reference as representations, warranties and agreements by and between the Owner and Habitat. 3. Run with the Land. The covenants and restrictions established by this Declaration shall run with the Iand and shall be binding upon Habitat, all Owners and all of their successors and assigns. The covenants and restrictions established by this Declaration may be enforced by Habitat, any Owner or their successors or assigns. 4. Vtluntary Submission to Extraordinary Pro-6sions. Each Owner acknowledges that Owner was selected by Habitat for the purchase of a residence and that (a) Owner had no right to require Habitat to select Owner, and (b) without the assistance of Habitat the Owner would never have acquired the residence. If special financing is arranged by Habitat, each Owner acknowledges that Habitat had no obligation to do so, and that such financing provided the Owner with an extraordinary benefit. Therefore, each Owner agrees that all the covenants and restrictions created by this Declaration are (a) required in order to preserve a stock of housing for Qualified Households, (b) reasonable in light of their purposes, and (c) approved in every respect by each Owner. Each Owner acknowledges that selection by Habitat has given the Owner decent and affordable shelter, which is the sole benefit the Owner is bargaining for and which the Owner has obtained. Each Owner acknowledges that selection by Habitat is not intended to give to the Owner a business opportunity or right, expectation or entitlement to any profits from any sale of the residence. Therefore, each Owner agrees not to challenge the covenants and restrictions of this Declaration or any right of Habitat created hereunder and acknowledges that the same are not an unreasonable restraint on any right to Transfer the interest of the Owner in the residence. By its acceptance of title to a residence, each Owner expressly waives any and all claims, demands, obligations or causes of action, including those arising out of or in connection with the covenants and restrictions contained in this Declaration, which may exist but which the Owner does not know or Relieves to exist in Owner's favor, whether the lack of knowledge or belief results through ignorance, oversight, error, negligence or otherwise, and which, if known, would materially affect the Owner's decisions to accept title to the residence. in connection with the covenants and restrictions contained in this Declaration, the Owner waives all rights under Section 1542 of the California Civil Code, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." If any provision of this Declaration shall be determined for any reason to be illegal or unenforceable, the remaining portions of this Declaration shall not be affected thereby and shall remain in full force and effect. 5. Occupancy and OwnershipRestricted to Qualified Households. During the term of this Declaration, the goal is for all Owners of the residences in the Project and the occupants 4 g:4.96agrechabitat:habit-9a ds 96-192 of residences in the Project to be persons who qualify as Qualified Households as of the commencement of their ownership or occupancy of the residence. The fact that a person no longer qualifies as a Qualified Household after the commencement of his or her ownership or occupancy shall not of itself invalidate such persons' rights of ownership or occupancy so long as such person is otherwise in compliance with the provisions of this Declaration, the Habitat Note, the Habitat Deed of Trust (if applicable), and the Deed Restrictions. The sole purpose of constructing the Project by Habitat is to provide an inventory of affordable housing which is available to Qualified Households. 6.1. Economic Qualifications. In order for a person or household to qualify economically, that person or household may earn no more than fifty percent (50%) of the current median income in the Orange County Standard Metropolitan Statistical Area, as defined by the United States Department of Housing and Urban Development. No person shall be a Qualified Household if he or she owns any improved real property at the time he or she takes possession of a residence. The candidate must also represent and warrant that he, she or it intends to personally and continuously occupy the residence as a sole residence for the foreseeable future. Habitat shall have the right to determine in its sole discretion whether any person or household is a Qualified Household. 6.2. Non -Economic Qualifications. Habitat may consider non -economic characteristics of each person or household to determine who shall purchase or lease a residence. Each Owner acknowledges that Habitat has the right to select Qualified Households who approve of and support Habitat's purposes and activities. 6.3. Independent Determinations. The fact that Habitat determines that a person or household is qualified economically does not give such person or household any right or entitlement to be selected by Habitat to purchase or lease a residence; Habitat must also find that they qualify non -economically. The reverse is also true. 7. Qualified T ffer/A11 QtherTransfers Void` During the term of this Declaration, every Transfer of a residence other than a Transfer to Habitat in accordance with the provisions of Section 7.2 or 7.3 must be both (a) a Qualified Transfer, and (b) made to a Qualified Household. Any Transfer which does not meet all the Qualified Transfer Conditions shall be void, unless Habitat waives any Qualified Transfer Conditions. The waiver must be in writing and will apply only to the Transfer or Qualified Transfer Conditions identified in the waiver. 7.1.1. Transfallotice. Prior to entering into any binding agreements associated with any proposed Transfer, the Owner shall deliver to Habitat a Transfer Notice which sets forth the (a) price and terms of the transfer, (b) the residence address, and (c) adequate information about the proposed Transferee to allow Habitat to determine if the proposed Transferee is a Qualified Household. The Transfer Notice shall not be deemed to be complete 5 g:4 96agrwhabitatlab it-9a rls W192 until all the required information has been provided. The Transfer Notice must be sent by certified U.S. mail, return receipt requested, to Habitat at the address set forth below in this Declaration. Habitat may, by recording a notice in the Official Records of Orange County give public notice of a new address to which a Transfer Notice must be sent. 7.1.2. Qualified Household. The Transferee must be a Qualified Household. The Owner shall be responsible for providing to Habitat such economic and non- economic information as habitat may require to evaluate the proposed Transferee to determine if, in the sole and absolute discretion of Habitat, the proposed Transferee is a Qualified Household. Owner and Habitat acknowledge that the Owner may not have identified a proposed Transferee at the time it delivers a Transfer Notice to Habitat. Therefore, Habitat shall not be deemed to have received a complete Transfer Notice until Habitat has received sufficient information about the proposed Transferee to make that determination. 7.1.3. Affordable Sale Price. The Transfer price must be equal to or less than the Affordable Sale Price as determined solely by Habitat. Within fifteen (15) days of its receipt of the Transfer Notice, Habitat shall approve or disapprove in writing the Transfer price proposed by the Owner. If the Owner is claiming any adjustment for Qualifying Improvements, Habitat shall approve or disapprove the Affordable Sales Price no later than the earlier to expire of (a) fifteen (15) days from Habitat's receipt of the complete Transfer Notice, or (b) in cases where the Owner is claiming Qualifying Improvements, twenty (20) days from the date that (i) the residence is made available to Habitat for inspection and establishment of the value of any Qualifying Improvements, and (ii) all required substantiating documents establishing the value of the claimed Qualifying Improvements have been delivered to Habitat. If Habitat fails to approve or disapprove the proposed Transfer price and the proposed value of any Qualifying Improvements in writing by the applicable deadline, the proposed Transfer price and the proposed value of any Qualifying Improvements shall be deemed disapproved. 7.1.4. Limited Duration to CtZnsummate I=sfer. The Owner shall have a period of nine (9) months from the delivery of a complete Transfer Notice to Habitat to consummate the Transfer of the residence for the price and terms established pursuant to this Declaration. If a Qualified Transfer has not been consummated within that period, the Owner . shall not attempt any further efforts to Transfer the residence until Owner again gives Habitat a Transfer Notice and again satisfies all the Qualified Transfer conditions. 7.1.5. Refusa !Criod. The Right of First Refusal shall be exercisable by Habitat within the Refusal Period. 7.2. Imnsfe tq Habitat. Habitat may, at any time, elect to purchase a residence upon the request of its Owner. If Habitat purchases a residence from an Owner, the purchase price shall be the same as if Habitat exercised its Right of First Refusal pursuant to Section 9 of this Declaration. 7.3. Transfers Associated with Foreclosure. 6 g-4:96agrmhabitnt:habit-% Tis 96-192 7.3.1. Cieneimily. Within thirty (30) days after receiving either a Transfer Notice or notice of a Foreclosure -Related Transfer or issuing a notice of default under Habitat Deed of Trust, Habitat may exercise its Right of First Refusal. If Habitat does not exercise the Right of First Refusal and either a private or judicial foreclosure sale is conducted, no person shall be allowed to bid or acquire the residence at a Foreclosure -Related Transfer unless Habitat has first determined that such person is a Qualified Household pursuant to the procedures being applied by Habitat at that time. 7.3.2. Qualifiedhouseholds Only May,Bid. The notice of default and the notice of sale in a private foreclosure shall give notice of this Declaration and its restrictions, including the requirement that all bidders at a private foreclosure sale be Qualified Households. Any judicial order for foreclosure shall also give public notice that all bidders at the judicial foreclosure sale must be Qualified Households. The telephone number and address of Habitat shall be contained in the notice of default and notice of sale of a private foreclosure, and in the judicial order for foreclosure of a judicial foreclosure. Habitat shall determine whether such prospective bidders are Qualified Households and such persons shall be required to submit an application for such determination to Habitat pursuant to the procedures being utilized by Habitat at that time. 7.3.3. Acgjjisition After Foreclosure. If Habitat determines that a residence has been acquired through a Foreclosure -Related Transfer by someone who is not a Qualified Household, Habitat shall have the independent right, but not the duty, to either exercise the Right of First Refusal or void the Transfer. 7.3.4. Right of First Refusal Price. If Habitat exercises the right of First Refusal prior to the completion of the foreclosure sale or deed in lieu of foreclosure, the Refusal Price shall be the "Owner Equity Share" (which is subject to restrictions in the case of a foreclosure as described below and which shall be paid to the Owner in default) plus the balance of the loan being forecloses (which shall be paid to the holder of such loan). If Habitat is the holder of such a loan, Habitat need not actually pay the amount of the loan to itself; Habitat shall, instead, cancel the loan. If Habitat exercises the Right of First Refusal because (a) Habitat did not become aware of the foreclosure sale in time to exercise the Right of First Refusal, or (b) the successful bidder at a foreclosure sale is not a Qualified Household, the Refusal Price shall be the lesser of the Owner Equity Share that the borrower under the Habitat Deed of Trust would have been entitled to if the residence were sold, or the amount paid by the successful bidder at the foreclosure sale, without interest. No Transferee of a Foreclosure -Related Transfer may refuse to accept Habitat's tender of the Refusal Price and thereby attempt to avoid the effects of this restrictions and any such attempted Transfer shall be void from the beginning. 8. Na Further -Encumbrances. Each Owner shall be allowed to encumber the residence with a single purchase money deed of trust whether such deed of trust is the Habitat Deed of Trust or a deed of trust in favor of another lender. Encumbering the title to a residence with more than a single purchase money deed of trust is prohibited and shall constitute a default under this Declaration and the Deed Restrictions. Each owner acknowledges that Habitat has a substantial interest in promoting stability of ownership in the Project and that this restriction on 7 g*96ag mchabitat:habit-9a rls 96-192 further encumbrances is calculated to discourage any Owner from incurring debt secured by the residence in excess of a first purchase money deed of trust and thus preventing potential foreclosures under such other deeds of trust. Owner voluntarily accepts such restrictions by accepting a deed for his or her residence. 9. Right of First Refusal. Habitat hereby reserves the Right of First Refusal to purchase any residence in the Project upon any proposed Transfer of such residence. Whenever Habitat receives a Transfer Notice, Habitat may immediately exercise the Right of First Refusal and repurchase the residence; Habitat has no obligation to allow a Transfer to the proposed Transferee, even if the proposed Transferee is a Qualified Household and the proposed Transfer is a Qualified Transfer. 9.1. Refusal Price. Habitat shall have the right to purchase the residence from the Owner by paying to the Owner the Owner Equity Share in cash within ninety (90) days of the exercise of the Right of First Refusal by Habitat. 9.2. Effect of Failure to Record Waiver. If Habitat elects to not exercise the Right of First Refusal with respect to the residence, wthin the Refusal Period, Habitat shall record a notice of waiver in the Official Records of Orange County stating that it has waived its Right of First Refusal. Such waiver shall be limited to the proposed Transfer of the specified residence upon the terms set forth in the Transfer Notice. Such waiver shall not constitute a waiver for any other future Transfers. If the notice of waiver is not recorded, it shall be presumed that Habitat has not waived the Right of First Refusal. 10. Rentals or Lease. The sole purpose of constructing the Project is to provide o%%mer-occupied housing for Qualified Households. A requirement to be a Qualified Household is the honest, good faith intent of the candidate to personally and continuously occupy the residence as his, her or their personal and exclusive residence. Therefore, a proposed rental or lease of the residence is expressly agreed to be a Transfer which is subject to the Right of First Refusal. The Owner shall provide Habitat with a Transfer Notice upon any proposed rental or lease of the residence. As with any other Transfer, the Transfer must be a Qualified Transfer and the proposed Transferee must be a Qualified Household. And, as with any other Transfer, Habitat shall have the right to exercise the Right of First Transfer. 10.1. Exception for Certain Temporary Rentals. Habitat may waive the Right of First Refusal if Habitat determines in its sole and absolute discretion that extenuating circumstances justify the temporary rental of the residence by its Owner, as when the Owner must temporarily relocate to another area of the country but shall soon return. However, even if Habitat allows the temporary rental of the residence, the tenant must be a Qualified Household. 10.2. Conditions Imposed. As a condition to granting its permission to a temporary rental or lease, Habitat shall have substantial flexibility to impose new requirements upon the Owner and the tenant as a condition to allowing such temporary rental. The following conditions are not an exclusive listing of the conditions which may be imposed. 8 a:4:96agnu:habita1:habit-% rls 96.192 10.2.1. Habitat shall have substantial flexibility in establishing an arrangement for the treatment of payments due under the Habitat Note during the temporary rental. Habitat may require that all rental payments be made directly to Habitat or to the Fund for Humanity which is maintained by Habitat to provide low income housing. Habitat may apply the rental payments to payments of principal and interest due on the Habitat Note. Habitat may also apply the rental payments to the purchase of insurance and payment of taxes. Unless specifically agreed by Habitat in advance and in writing, not rental payments shall be paid to the Owner and no rental payments shall be credited against any principal payments due on the Habitat Note. Habitat shall also have the right to agree in writing in advance to abate the principal payments due under the Note for the length of such temporary rental; however, the rental payments paid to the Fund for Humanity would expressly not be credited against the principal balance of the Habitat Note. 10.2.2. Habitat may allow a very short term rental period with the right to review the facts and circumstances of any temporary rental on a periodic basis as Habitat determines to be necessary or convenient. 10.2.3. The rental or lease payments shall not exceed the lower of (a) the monthly payments of the Owner on the Habitat Note, (b) an annual capitalization rate of eight percent (80/*) of what the Affordable Sale Price would otherwise be as of the date of the proposed rental, or (c) thirty percent (300%) of the gross monthly income of the proposed Transferee. 11. ResaIes by Habitat. If Habitat exercises the Right of First Refusal, Habitat shall again sell the residence to a Qualified Household selected by Habitat. The Transfer price established by Habitat for such subsequent Transfer may, but need not be, the Affordable Sales Price or lease rate proposed when Habitat exercised its Right of First Refusal and acquired the residence. 12. Affordable Sale Price. No Owner of a residence shall Transfer a residence at a price higher than the Affordable Sale Price during the term of this Declaration. After the term of this Declaration, the Owner of a residence may Transfer it at any Transfer price the Owner desires. The Affordable Sale Price is a Transfer price established by the following formula subject to the maximum limit established in this Section: ASP = PP + [PP tRCPI-OCPI) V21 + IMPROVEMENTS 100 The terms used in the Affordable Sales Price formula shall have the meanings listed in Sections 12.1 to 12.6 below. The Affordable Sale Price may also be adjusted by capital improvements made by the Owner as described in Section 12.7 below. The Affordable Sale Price may not exceed an amount that would result in a monthly housing payments (including principal, interest, taxes, insurance, homeowners' association dues and utilities) in excess of thirty percent (30%) of fifty percent (50%) of the Orange County monthly median income for a household size appropriate to the residence (as established from time to time by the United States Department of Housing and Urban Development. 9 S*96agrechabitat:hat it-9a its 96-192 12.1. CPI. The CPI is the US Department of Labor, Bureau of Labor statistics, Consumer Price Index for Urban Wage Earners and Clerical Workers (all items), Los Angeles, Riverside/Anaheim Area (1984 =100). If the CPI is no longer published by the Bureau of Labor or another government agency, Habitat shall use an Index which is widely accepted as being a substitute for the CPI. 12.2. OCPI. The OCPI is the most recently published CPI preceding the O«mees acquisition of its residence. 12.3. RCPI. The RCPI is the most recently published CPI preceding the proposed Transfer. 12.4. ASP. The ASP is the "Affordable Sales Price." 12.5. PP. The PP is the "Purchase Price" at which the Owner purchased the residence. 12.6. IMPROVEMENTS. Improvements are the total value of those Qualifying Improvements made to the residence by the Owner during its ownership of the residence. A Qualifying Improvement is any capital improvement, as opposed to repairs and maintenance, installed by the Owner which satisfies all the criteria set forth below. 12.7. Qualifying Improvements. When calculating the Affordable Sales Price, the value of the Qualifying Improvements must be limited to a total of ten percent (10%) of the Purchase Price. The value of the Qualifying Improvements shall be a sum equal to the original cost of materials and labor multiplied by (a) the remaining useful life of the improvement as of the Transfer, over (b) the expected useful life of the improvement as of the date of its completion. It shall be the obligation of the Owner to establish by sufficient evidence whether any improvement is a Qualifying Improvement and the value thereof. Habitat shall have the right to determine the value of any Qualifying Improvement in its sole and absolute discretion. Further, in establishing any value to a Qualifying Improvement, Habitat shall have the right to consider. any damage to capital improvements in the residence and may offset the ASP by the reasonable cost of repair of such damages. Set forth below are the qualifying criteria which each improvement must satisfy in order to be deemed a Qualifying Improvement. 12.7.I . The improvement would be treated as a capital expenditure by the Internal Revenue Code of 1986, as amended. 12.7.2. The cost of the improvement must exceed one percent (I %) of the PP. 12.7.3. The improvement mast have a remaining expected useful life of at least five (5) years beyond the completion of the proposed Transfer. 10 g:4:96agree:habitat:habit-9a rls 96-192 12.7.4. The Owner shall present substantiating documentation showing the original cost of materials and the original cost of labor for the improvement, and the date of its installation. 13. Owner's Ripht to Retain Equity. Upon any Qualified Transfer, the Owner shall be allowed to retain that portion of the Equity as is allowed by the terms of this Declaration. The term "Equity," as used herein, means the sum derived from the following formula: Equity = ASP - Loan - Costs As used herein, the term "Loan" refers to the remaining principal balance, including payments that are due but have not been paid, any accrued but unpaid interest, and all other fees, charges and costs secured by a decd(s) of trust on the residence as of the time of the Transfer of the residence. "Costs" refers to homeowners association dues assessed but not paid prior to the Transfer (if any), and any penalties for nonpayment of such dues, unpaid property taxes, the Seller's portion of any closing costs, the estimated or actual cost of repairing damage to the residence, costs for replacing pool, mailbox or facilities keys and costs of obtaining homeowners manuals. 13.1. Portion of Equity Retained by Owner. The portion of the Equity which the Owner may retain upon a Transfer is derived by the following formula: OES = —hL X (Equity) M As used herein, "OES" is the Owner Equity Share. if the Transfer is a Qualified Transfer, "N" equals the number of years and portions of a year since the effective date of the habitat Note to the date of the Transfer. If the Transfer is any other kind of Transfer, "N" equals the number of years and portions of a yea= since the effective date of the Habitat Note to the due date of the last payment under the Habitat Note that was made by Owner. "M" equals the original full term of the Habitat Note. Portions of a year shall be pro rated assuming a three hundred sixty (360) day year. The Owner shall be allowed to retain the Owner Equity Share regardless of whether Habitat exercised its Right of First Refim-d. There is no guarantee that there shall be any Equity nor that an Owner shall receive any Equity out of the Transfer of the residence. Each Owner expressly agrees that no Owner should ever be entitled to receive more Owner Equity Share from a Foreclosure -Related Transfer that such Owner might have received from a Transfer of the residence at the Affordable Sale Price; such a result would be entirely unintended and inequitable, especially in view of the fact that Habitat's selection of an Owner to acquire a residence constitutes a substantial charitable gift to each Owner. Therefore, in the case of any Foreclosure -Related Transfer, the Owner shall not be entitled to receive more Owner Equity Share that such Owner would have received had the residence been sold on the date of the foreclosure sale for the Affordable Sale Price; Habitat shall be solely entitled to any additional Equity. I gA-.96agw.habitat:hab it-9a ds 96-192 13.2. Portion of Equity Retained by Habitat. Upon every Qualified Transfer, Habitat shall have the right to (a) allow the Transfer if the Transfer qualifies, or (b) exercise its Right of First Refusal. If Habitat allows the Transfer, Habitat shall be paid that portion of the Equity derived by the following formula: HES = (1 - CV—)] X (Equity) M As used herein, "HES" (Habitat Equity Share) is the portion of the Equity which shall be retained by Habitat. If Habitat exercises its Right of First Refusal, there shall be no need to establish the Habitat Equity Share; the Owner shall receive the Owner Equity Share and the Owner shall convey legal title to the residence to Habitat. As described in the Paragraph above, Habitat shall be entitled to any additional Equity which may result if the foreclosure sales price of a residence exceeds the Affordable Sales Price. 14. Term of Declaration. The covenants and restrictions of this Declaration shall be effective from the time of recordation and for another sixty (60) years, at which time they shall automatically become ineffective without the requirements for further action on the part of any person. is. Enforcement of Declaration. It is agreed that the rights granted to Habitat hereunder are of a special and unique kind and character and that, if there is a breach by any Owner of any material provision of this Declaration, Habitat would not have an adequate remedy at law. Each Owner agrees, therefore, that Habitat's rights hereunder may be enforced by an action for specific performance and such other equitable relief as is provided under the laws of the State of California. Further, each Owner specifically acknowledge that during the term of this Declaration the ownership of a residence is not an unrestricted right or entitlement. Therefore, upon any determination by a court of law or equity that the Owner has breached the terms of this Declaration, such court of law or equity is specifically authorized to order the sale of the residence by the owner to Habitat for the OES. Such payment of the OES shall be made in cash to the Owner within fifteen (15) days of the coures determination that Owner is in breach and title shall be conveyed to Habitat concurrently with such payment. 16. Deed Restriction. The Deed Restriction shall appear in each grant deed conveying title from Habitat to the Owner. Such Deed Restriction shall refer to the provisions of this Declaration. The same Deed Restriction shall appear in the deed of every Transfer of the residence. 17. Enforcement oLlImlaration. Habitat has the right, but not the duty, to enforce the provisions of this Declaration. Habitat shall have no liability or obligation for not enforcing the same. 18. Enforcement by Successor tQ Habitat. If Habitat should cease to be an operating corporation, its successor or assignee shall have the rights to enforce the terms of this Declaration and shall have all the rights of Habitat. Habitat shall file a notice in the Official Records of 12 g:4:96agreelabitat:babit-9a ds 96-192 Orange County upon any assignment of its rights and duties hereunder to a successor organization. Such successor organization shall be a nonprofit entity qualifying under Section 501(c)(3) of the Internal Revenue Code. 19. amendment. Prior to the conveyance of title to a residence to any Owner, this Declaration may be amended by Habitat by the recordation of a supplemental declaration which refers to this Declaration and identifies itself as an amendment to this Declaration. Following the conveyance of title to a residence to any Owner, this Declaration may be amended at any time and from time to time by an instrument in writing signed by at least fifty-one percent (51%) of the Owners and also signed by Habitat, and by at least fifty-one percent (51%) of the beneficiaries of all the first deeds of trust (based upon one (1) vote for each deed of trust). Such amendments shall become effective upon the recording thereof with the Office of the County Recorder of Orange County. 20. Attorneys! Fees. In any action seeking enforcement or interpretation of any of the terms and provisions of this Declaration, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys' fees and reasonable fees of expert witnesses. In witness whereof, Habitat has executed this Declaration which shall be effective as of the date of recordation hereof in the Official Records of Orange County, California. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California corporation H L y: Its: President 13 g*"agr":habita1:habit-9a rls 96-192 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On G- V , I99,, before me, "Twez)J-- m . -i, a Notary Public in and for said County and State, personally appeared c,&,vys 1_rnsTE=r. and Eu z...-:h� F;Ls „(cg- , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) (is) (are) subscribed to the within instrument and acknowledged to me that (he) (she) (they) executed the same in (his) (her) (their) authorized capacity(ies), and that by (his) (her) (their) signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. iCRiF 515E M SOTO ccwmissioN #i 034837 Fut„r r Fes:: - Cap 3 €m OPq,*E CouriTY n No u lic and for said State � " My CwmMs°" E4*" atic. 4. tv9e 14 g:4 96ag=:habitat:habit-9a As 96-192 ., EXHIBIT A ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF THE NORTH ONE-HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 5 SOUTH, RANGE I I WEST, IN THE RANCHO LAS BOLSAS, AS SHOWN ON A MAP RECORDED IN BOOK 5I, PAGE 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, SHOWN AS "NOT A PART" ON THE MAP OF TRACT NO.3478, RECORDED IN BOOK I41, PAGES 31 AND 32 OF SAID MISCELLANEOUS MAPS. EXCEPTING THEREFROM ALL WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. 15 g*95agmchabimhabit-9a its 9&192 CERT1FtGATE::: jat:f)1!10. Y++..+v.r•...-+..per .r'. ..+�eeDieCAC]OLM1 .4. ... ... yr :n-. . ... ..�. .. 3f24i97 PRoouCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Ac a r d i a o f NC —Chapel Hill HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 100 Europa -Drive, Suite 371 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE PO Box 4330 COMP NNY Chapel Hill, NC 27515-4330 919-942-8726 A U S FIRE INSURANCE COMPANY IN SURIE3— CoMPti+rY HFH International Inc & 13 oc Chartered US Affiliates COFA4Y 121 Hat.itat Street C Americus, GA 31709 COMPANY (Affil ate: Orange Co,CA) D 'COVERAGTS 11 THISIS TO CERTIFY THAT THEPOLICIES OF INSURANCE LISTED BELOW HAVEEEEN ISSUED TOTHE INSURED NAMED A80 VEFOR THEPOLICYPERIOD INDICATE D,NOTWITHSTANDWGANYREOUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTO WHICHTHIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCAMEO HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUS113NS AND CONDITIONS OF SUCH POUCIES. Limi7S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Co 4 TTi'i OF WlVRANCE POLICY NUMBER POLICY EFS =W POLICY KXPIRATroN LIMTT7< TR DATE(MMMDIYY) DATE(MMIDO!YY) GENERAL tjAaLffY GENERAL A00REGATE ! 2000000 A XI CO"VACIA`C.3�nAL'.SA3:L%TY 5011529392 41C1197 4101129 Aea ! 2C=000 CLAIMS MADE Q occuR PERSONAL a ADY INJURY S 1000000 OWNS xs a CONTRACTORS PROT EACH OCCLFN%D E S 1000000 X Hired &ikon— 503152C362 4101197 4101198 FIRE DAMAGE (Any ww fire) S 50000 X1 Owned Auto L i a b MEo EXP (Any one person) S 5000 AurOMOaa.E UABLfrf coMe+rA=D slNME LIMIT S ANY AUTO ALL CWNED AUTOS SCOILY INJURY I S00:ULE3 AUTOS (Per Person) f BODILY INJURY f MIREC AUTOS 1 NON{.Wh'f'J AUTOS (Per accident) PROPERTY DAMACE S CARACE L'ASLiTY AUTO ONLY - EA ACCIDENT I S OTHER THAN AUTO ONLY ANY AUTO EACH ACCIDENT S IS_ AGGREGATE UAIILM EACH OCCURRENCES PtxoEls ULeRE LLA FORM AG REGATE OTNEF THAN UMBRELLA FWAA f WORKERt COM.PERSATIOM AKO STASUTORY LRA+Tr. - - - EMPLOY£R S• LIA ■ E.IT'Y EACH ACCIDENT S TFSE PRJoT'IETOn^/ "Ir_ C:KtK - POLICY LWIS is PARTNERS/EXECUTIVE FIEKLI I D+SEASE- EACKEMPLOYEE i OFFICERS ARE OTHER A Builders Risk 5031520362 4/01197 4101/98 DESCRIPTION 04OPERAT1ONS&OCATIONSrVENICLESiSPEC1ALITEMS Coverage for affiliate is provided under master contract shown above,.I.A tl Insured: The City of Huntington Beach, its agents,officers,& employeesr CERTIFICAT!--HOLDER ;-:: :., .:> x:'<. k ` .:CANCELLATION "" �. �•:-<.,-4....' .,:. ':. - .......3aw WC.vC.vGAhva-s,.Kvtiw.:0.�vaort..fc...v,hM .S..v.1.n nA�C+kia::vb�I.... aHOVW ANY OF THE AaOVE DESCRISED POLICIES SE CANCELLED SEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY W&;<}'f C.qA 07AAA>L The City Of Huntington Beach 30 DAYS WRrMN NOTI hE RTTFICATEHOLDER NAMED TOTHE LEFT. 2000 Main Street !!+!�f3!4l�lttB+t!A:�c r!4 .... 4XAP Huntington Beach, CA 92648 Tfilllh2SA ft?CltT}S!C�4K?IPSd6+OTE7C AUTNORIIEDREPREiE'` rE C � 251487000 i {n,_..-.,,-v..-v..•..I..,,�.^�^.sx?"`a x+w�a'. r-rw•Mx'• .averosa+xaaw»,. ;,x.,,^^'C- - �r. 4CORD 25-S (3I93) �:::-.::...:. :. s fin;.. Y ;. >� - T9 -- — - _ © ACOR17 CORPORATION93 -iGi�l Y1-v4u—%PjV10togI_VV1Yw1 f jV"i! f i•ifrf- f u.wK,jV11V1L11_V1MVM iifiiVii�Vifw a Crum,\.f�l insurance (00- 30 ` a, THIS ENDORSEMENT CI' MIGESTHE POLICY. PLEASEREAD ITCAREFULl.Y. COMMERCIAL GENERAL LIABILITY rOENgBAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsernen: mciA93 1nsLranco provided by the Comawdial General ilab11.ty Coveregs Form, CD 00 01. L EMPLOYEE BENEMS UASILr Y J% 1 he iclicrmng Is added to SECTION I - COVErWES: COV-SRAGE D. EMPLOYEE 8ENEMS LIABILITY 1. Ins:xlnSAr. eerrent We %111 pay11106-3 Ohms that the Insured ba=r.4s IegaAy obligated to pay as earrages s=Ined by an employee, former employee, prespe the errp" of the Insured or their bene9-1 arles w legal represer- at(ves caused by any naglI-ant ar~, error. or omission of the Insured, ar any other person for whoss acts you are legally liable Intt:a `adminlstradore of your "Employes Benefit Program " No other obilgeon or 11ab11lty to pay sums or perform acts or services Is Covered unless provided far under SUP PLEMENTARY PAYMENTT S. This insurance eppllesto any negGgentact, erret cr cmIsa!on which occurs duringthe policy period. The negligent ar, error or omission mus take Flew In?he 'coverage terrltery. We Will havo the th! and duty to defand any'srl:' seeking those damages. However: a. The mcstwe will pay for lama;en Is described In SECTION III - LIMITS OF INSURANCE; h We maylmm4ga:e any negligent ac', errer cr cmiaslon and se...1e any cialm er "su,t" that may resU ll. and c. OL r right and dutyto dafand end when the applicable 11mit cf Insurance has L"n exhausted, as stated In paray aCh C. bakm, Inure payrnerr cf judgmerb or ae-lements under thlc Caves ;e. . 2. ExM:�sfons This insurance does nct applyto. a. Any dishonest.,fraudulent,criminalorm0ciousact,Ilbelorslenderorhurnfliatfon: b. 0bodlrylnjury cr'property damage;" c. Fallure to perform a "Contract" or necllger" ac:. error or omisaion by any Ins urer, h©aith care provider, orcthr. rlaksOread!ngvel7Wofricludlrgflnanclalfallurecrins&encyofany"Employaa benet't Programr; Cor:tains meterlalcepyrlghted bythe insurance Sefvlc9sOMcereprlread wti;!t perm:as'an. FM 101.0.1206 (7,94) page 1 of 6 • `�tr t tlT:L'Pu11_ay,JQrSLer_c;ClAQI : ,- 'U—a I a I; joem j b,Kvm_rvnaacr�ti ne n• ^ ,a��++���••� �•• v d. Any claim w%utr based upon: (1) Fallure Cf any'Employee Benefit Program"to perform as represented by an Insured: or (2) The Irnsement or non -investment of Lmds. 3. Sa pplementaryPaymertts The SUP PLEhSNTARY PAYMENTS-COVEMGES A AND B also apply13 this Coverage. B. Who Is An insured Under SECTION II -WHO IS AN INSURED, Your employees are Insured underthis Coverage, but only It they are a;ti*.horMad to art Intt% admtnlstratt{on ct your'Employes Banat Pra7 m e C. Lima of in=znce UnderSECTIONIII -I.Ifa ITS OF INSURANCE: 1. The most we will pay for all damages arising cf any Employee Benefits t.la:blll:y Coverage clatun Is $100.000. 2. The most we w.11 pay for a,i Employee 6ene".ts I-lablilty Ccveraage tosses In the aggregates $300,000. D. Addr'onaiDef1nWcns Thefoacrwing definHons 8pplycn1y10t.hl3 Emp;oyee Benef"m UabllltyCoverage part: 1. 'Admi;ti��an`maenns: a. Gluing advice to employees with respect to the •Err"ployee Benell; Program. b. Irterpre:ingtho•EmployeeBanat Progra;its c. Handlingofemploysereccrdslnconna3cttpnW*.tithe TrnployeoSene5tPrograrns;mand d. Effec"ngenrollment, ter mlratloncrcencellat:onofemployees under the 'EmplayeeBoneftt Programs;' provided all such Wts are atr.horized by you. 2. "Ccntraev means a policy of insurance Issued to the Named In"ed by an 1n8LTer or an agreement cr arraargement entered Into between the Named Insured and a health car) provider. 3. "Employee Bonet Programs' means grcarp @te frstra:nce, group aceldertt or health Irs=nce, profit sharing plans, pension plane, employee stock esbscriptlon plane, workera' oompensatfcn, unempivyrrant Insurance. selayevntlnuat'on plans, seclal murlty, disabilitybene!na Inwance, mr!rigs, $401 K plans. vacation plena or any ether similar employee benelh prograrre. I- AdditlonalCond'Eton-Other Insurance If ether valid and collectible Insurance 1 aavallablu to the Insured fa+ a lose we cover under this Employe Se netlts Usability Coverage, this Covorrge Is excess aver any cf the other Insurance, whe:he• prInnaary, we -Ass, occurrence, c'al.ns made, comirgent or an any other basis. When this irsurrance Is excess: Fh1 101.0.1206 (7194) page 2 of 6 a 0-,50 C�wkar� ay.,� V 1. We wlif have no dutyto defand any cialm or'sulr under this Coverage that any trier Ins L-er has A duty to de!end. If no other Instaer defends. we wM, at otx option, undertake to do so, bit we will be er;tttled to the insured's rights agalnet an those other Insurers. 2 We will arty paythe amount cf loss, V any, t!^.at comeds the total ci the arrounts of a.7 such other Insurance applicable to the Iola plus any dedve.ble or self -Insurance applicable to thatirsLTanc a. II. NON -OWNED WATERCRAFT. SECTION I -COVERAGES, COVERAG E A BODILY INJURY AND PROPERTY DAMAGE, Exclusion 2.g.(2) Is revlscd as fokws: This excluslon does not apply to: (2) Awalwa art yav oo nrr own that ls: (a) Less than Si feet long; arc - (b) N t be!m used to carry persons or Frflpertylot a charge; Ill. CHARTERED AIRCRAFT Thafollowing Its added under SECTION 1-COVEPAGES. COVERAGE A. BODILY INJURY AND PROERTY DAMAGE; Exclusfon2,g.: This excluslorl does notapplyto an & f`t chartered w-fth crew. • IV. TENANTS LEGAL LIABILITY COVERAGE Under SECTION I -COVERAGES, COVERAC-EA. ECDILY IN.IURYAND PROPERTY DAMAGE,the cast parav aph of 2. Is deretad and replaced wtththe follaMng: Exclus!ois c. thrcugh n. do no: arpty to `Property Damage' to premises while rented to ycu or terrorse!ly occupied by you wrh pxmfssfon el the cwner. A separate Urnit appnes to th!s Coverage of tha lesser eft a. The Each Occurrence Un, ft shown Inthe Declarations: cr D. =0,00D Unde SECTION III -LIMITS OF INSURANCE, paragraph 0. aoes not a*FIy. V. SUPPLEMENTARY PAYMENTS SECTION I -COVERAGES. SUPPLEMENTARY PAYMENTS - COVERAGES A&B, to revised as iohows: I. In paragraph 2., the Ilmit of $250 for bell bonds Is Increased to S 1,00o. Z. In paragraph 4„ the IIm11 ct $t 00 far danyloes of earnings la Increased to S1,00D. VI. NEWLY ACQUIRED ORGANIZATIONS Under S_CICN II - WHO IS AN INSURED. 4. is detie'ted and replaced wfthlhe :nitowlrc: I"Nt 101&1=6 (7194) page 3 of e 4. if you are ancrganfza+lonctlherthanapartnemNporjointventure. any crganivalonyou newly acquire or form over which you exsrclse control and selvely manage and to which no other simples• Insurance is avallabla. a Coverage A does not, applyta'bcoily Injury or'property damage" that occurred before you acqu'r ed orformed the organization; and b. Coverage B does not apply to uper3cmd lnjury' or •adverrdsing Injury arising out of an cf;erse committed before youacqulred orformad the erga.razedon. Mi. MEDICALANDDENTALPAYMENTS Under SECTION 1 -COVERAGES, COVERAGE C. MEDICAL PAYMENTS, if COVERAGE C. MEDICAL PAYMENTS, is not otherwise excluded torn this Coverage Part: 1. The Medical Payments Limit is than;sd to the greeter cf: a S15,000; t;r b. The Medical Expensa Llm,'t shown In the Dnclafeons of this Covers; 9 Part. 2. The requirement. in C.i.a.(2) thetthe expenses m= be Incurred and reported to us within one year of the data of the acciderc, Is I=eassd to V re a years. Vill. BROAD KNOWLEDGE/NOTICEOFOCCURRENCE Thotcliowing is added under SECTION IV • COMMERCIAL GENERAL. LIABILITY CONDITIONS: i ha roleir-r*�� ?n r��;itian 2.E. that you must see to it that we are notified of an occurrence' Cr of,an3e sppnes only who nthe meccLTrence' orcffense is known to: 1. you. li you ere art individual; 2. a partner, if you are a partnarshlp; 3, a membv.. if yvu area joint ver.,ure; 4. an"Executive Weer` cr imrarr_e manager, it you area corporatic n The requirement In condition 2.b. the: you must see to h that we recstve r.cticg c; P realm Wxuv will not b- __^±;_-.ed b _ =col L'n!e the breach occL?s a .er sLth claim cr "ault• la known to: 1. you, if y0U ere an lndlNdual: . 2 a partner, It you are a paaKnership; 3. a member, if you are a joint v4pnture; 4. en1Exertr N9 0 lc r" or lnsL•rant:8 mans gar, !t you was cor;oratlon DL BROAD FORM NAMEDlf.SUAED Thafcllowing Is added under SECTION 11 -WHO IS AN INSURED, 1.d. It you wean organlzt"don e.herthen a partnership cc jotntveraurs. any of your subsidlarycompantes cr any ccrr.pany over which you exercise conVol and actively manage And to which nether Insurance does nct apply. FM 101.0.1206 (7/94) page 4 of 6 �r'd o 30 X MUS(LEEDUIPMENT GO Thefollowingis addod under SECTION V-DEFINMO. NC, 11. Peragraphfa(1) doas not apply to self-propelled vehicles W less t in 1,000 pounds gross vehlct© wel„Io. XI. ADVEFMSING INJURY SECTION V. DEFINITIONS.1. "Adver dsIng Injcrp', Is delexd and replaced with the following: 'Adve-using Injury' means Injury arising out of one or more of the fallovdre oRens=: e. Ora!, wrlt:en,teteAsed. v1dectspad er slectranic publtra:lon cf materialthat slarders or It: els } psrsan cr orgaaHzzlon or disparages a person's or crga nizatlon's goods, products or services; b. Oral, written, televised, videotaped cr elecr anlc publication of rttsterW that vic:a:cs a person's rlgi x cf Frlvacy. c. M.saprroprletfon cf advertising Ideas or ctyle cf dofng bus'ness; cr d. ftingement, of copyrlgF t, ittte or slogan. Under SECTION I -COVERAGES, COVERAGE B. PERSONALINJURYAND ADVERTISING INJURY LIABILITY2. Eccluslonsa.(1) And e,.(2) ore deleted and teplecedwf h t•�afollawlnd: a.(1) Arising out of oral, wrlrsn, televised. vfdectsped or electronic pubflcr Jon of rr+ater!z!, rt cna ., j or M :tom direction of the Insured Mtn knowfedge cf Its tals. a.(2) Arising oLa of oral, written, tefwised, vid9=;3 d or ela=cnic publicetlon of materlal wit ose flrat pubilcelon took plats berme the bninning of the polltky period; XtI. PERSONALINJURY SECTION V- DEFINITIONS, 13. "Personal InILTv', d. Is Oe.'e+na d. Oral, written, tefavised, videotaped cr electrcr_'c r..'-�---'-- -` —a c ai'u`=' Si,:!.,.. .. w. �•...s..vi� �� ,,. t � �..� '�r� Cr� roar a nnrwwn r'y4r'iz=1 YIi:.w L�.•Z..arzgasa o: y::r>i or arnaN zzV,an's g..ods, F,rada_.s or sarvIces. UnderSEC'I ON I -COVERAGES. COVERAGE B,PERSOWLINJURY AND ADVERTISING INJURY L LU,ILI Y2. Exclusions a.(1) and a.(2) awe deleted and replaced wi h the fallawIng: a.(i) n ising of r, of oral. written, teievlsed, videotaped yr aactranic pubhzn:icn d material, If done by er at tho direc7on of the Insured with knowfed„ a cf hs pubflr!Icn took place beore the begInnirrp of the podcy pwlod, XIII. ADDiTIONALINSUREDS BYWRITTEN CONTRACT TLC Lli+.a`„�, _;,,__ SECTION II -VMO IS AN INSUFED: 5. Any person, organ'zEtlon,truutee,oryou i'`V� �s,^,•,:•;,,,^�.�� ay,,/�o•`e fe•V.+wwMa�__�w �_1. ..Y ..• °'tip :.••,• ••-rlitl lslngot.-tCf your (rie, �+. .•ar>. a. w.a +� a.•:.• a.pr. is i+�i2 {'IEt+, iL'T �'r!'.L S'.;,, %ic_. av -'aW -vow fzcaucv ant to property owned or used ty ycu. Hcuave,: FM 101.0.1206 (7194) page 5 61a u e This provlslon does nct apply unim the KThan corsract, has been executed prlor to itta -bodily '.;;,, ;°,:. c�ertydar;�.a�e","pCtsot>ElinJury a"adverdsing Injury. b. Tho Limits of Insurance applicable tot'te addlUonal insured are those specified In the written contract or In the De.^,.'aradons for this policy. whichovor are less. The Umhs of Imuranca z e �c±.,,,Ya or 4u%4 net In addhlon to the Limits of Insurance shown In the Declarations. XIV. PROPERTY DAMAGE LIABILITY -ELEVATORS A14DSIDETRACK Atx?�E'�cu� . The followingIseddedunder SECTIONCOVE 43 ;.TI':�t?��:..+�•-,t.z DAMAGE UABILTiY. t. 2. Exclusions J. (3), (4) and (6) do not aoplv::.:. L—A V, eEFv c-ri. 2 Excluslon K does not apply to: a. the use of elevators; or IL Habilltyasrumed under a aldetrack agree me!!! ...crded byreason of thks provtslo.I XIV k excess avr any valid and cote tbto aoov—v Ins'JraRCB (Ili lU InQ j ^"�n�i nr r+n7a� :r n. r f.._ C G' anyds..::�'hta)t!ti�il4�,?ioti'+aS^�1.�'� s.^.tJ.SE�:..,. ,..,,�,,,.,...Ep-:.Lt';cti:�_..� LIABILITYCONDITIONS 4.Otherinsurance Ischanged accard,Rgiy. XV. UNINTENTIONAL FAILURETODISCLOSE H=RDQ The follovring Is added undo SECTION IV- COM MERCIAL GENERAL LIAEiLI TY CONDRIONS: T-C' . a=;`;A_. tag .31h r9 to discicse all hazy da or prlcr "Oectrrences" wds rig as of the ince pticn date ct mis policy shall not prejudice ttia coverage arvrded by;his poFxy. F&I 101.0.1206 (7/94) page a of a r l r Pt • ' e oo- 3o V Q 420807 SAN FRANCIS STATE P.O. sox CO, CA 94142-0807. COMPENSATION 1fI8�JRAfVCt S~ U N C. • CERTIFICATE OF WORKERS' COMPENSATION INSURANCE MARCH 31 -1997 :: ' '' « y . A '• _. W. 229.91 UNIT 0007649 I -1-9$ t�ICATE EXRAES: CITY OF HUNT NGTON "BEACN�t+ DEPT. OF ECONORIC -DEVELOPMENT/GREGO. ;6-ROk'F�.'::' 2000 MAI H . STREET '. �- HUNTINGTON BEACH',' CA 92648`.71' :. �`r = "' f :JOB:. ALL OPERATION L Tr;s is to certify that we have issued a valid Workers' Compensation insurance policy in a form aDproved by the California ImurancA CommLs4oner to the employer ndmed below for the poll%period indicated. Tt is policy is not subject to canceltatlon by the Fund except upon %%days' advance written notice to the employer. 30 W; will also give you'JM days' advance notice should this poftcy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage atforCed by the pcticies listed herein. Notwithstanding any requir+emerit,;ti term, or condion of any contract or other document wnh respect to which this certificate of insurance nW, be ,issued or may pertaJn,'the Insurance afforded by the policies d-scribed hereln'ls subject to all the tarms;,exckmions.'and condftions of such policies- _ - S; AUTHORTZED REPRESENTATIVE - -.'�• ' - •� PRESIDENT EMPLOYER'S LIABILITY LIMIT WCLUDING DEFENSE COSTS: $1,000,000 PEi: u4Cuh ENDORSEMENT #206'S ENTITLED'.CERTIFICATE HOLDERS' NOTICE EFFECTIVE 03/31/97 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER HABITAT FOR HUMANITY OF OFtllgGE C100HTY', INt.- 6361 WE'STMINSTER AVE. #21:0 WESTMINSTER. CA 92683 1101 Icy 1401_111 It r! Summary Report 33433 i ATTACHMENT #6 V k,ro SUMMARY REPORT PURSUANT TO SECTION 33433 of the 0 F�Q�p�Fp� �9 Joq> CALIFORNIA COMMUNITY REDEVELOPMENT LAW �ic�F F�ro,c on a �op��F1rT DISPOSITION AND DEVELOPMENT AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and HABITAT FOR HUMANITY OF ORANGE COUNTY INC. This Summary Report has been prepared for the Redevelopment Agency of the City of Huntington Beach (Agency) pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Disposition and Development Agreement (Agreement) between the Agency and Habitat for Humanity of Orange County Inc. (Developer). The transaction requires the Agency to convey the 3,050 square foot site at 7862 Ronald Road in the Main -Pier Redevelopment Project Area to allow for the construction of three condominium units to be sold to very -low income households. This Summary Report is based upon information contained within the Agreement; and is organized into the following seven. sections: I. Salient Points of the Proposed Agreement: This section describes the major responsibilities of the Agency and the Developer, Il. Cost of the Agreement to the Agency: This section details the cost of the Agreement to the Agency, including property acquisition costs, tenant relocation costs, off -sites costs, environmental costs and direct Agency financial assistance; Ill. Estimated Value of the Interests to be Conveved Determined At the Hiahest Use Permitted Under the Redevelopment Plan: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the Site's zoning and the requirements imposed by the redevelopment plan; IV. Estimated Reuse Value of the Interests to be Conveyed: This section estimates the value supported by the Site based on the required use and with the conditions, covenants and development costs required by the Agreement; �.J V. _Consideration Received and Comparison with the Fair Reuse Value: This section describes the compensation to be -received by the Agency, and the reasons for any difference between the compensation and the fair reuse value; VI. Slight_ Elimination: This section describes the former blighting conditions on the property, and explains how the Agreement will alleviate the blighting influence, and; VII. Conformance with the AB1290 Implementation Plan: This sections explains how the proposed Agreement complies with the redevelopment strategy identified in the AS'1290 implementation Plan. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. I. SALIENT POINTS OF THE PROPOSED AGREEMENT A. Developer Responsibilities Under the proposed Agreement, Developer must accept the following responsibilities: 1. The Developer must acquire the Site from the Agency for $91,000 2. The Developer must construct all on -site improvements required to serve the Site. 3. The Developer must construct one two -bedroom and two three -bedroom condominium units including attached garages and private open patios. 4. The project improvements must comply with the construction drawings approved by the Agency, and must be constructed in a workmanlike fashion, using first class materials. 5. The Developer must sell the units at an affordable purchase price to very low income households as defined in Section 50052.5 of the California Health and Safety Code. The income and affordability restrictions must remain in place for at least 30 years. 6. The Developer must form a home owners association and must have the Covenants, Conditions and Restrictions (CCRs) approved by the Agency. These CCRs must make the project landscaping maintenance the home owners association responsibility. E B. Agency Responsibilities Under the proposed Agreement, the Agency must accept the following responsibilities: 1. The Agency must purchase the Site from the City of Huntington Beach. 2. The Agency must construct any off -site improvements required to serve the proposed development. 3. The Agency must remediate and/or remove hazardous materials or hazardous materials contamination from the Site. The maximum cost exposure to the Agency under this requirement is $50,000. 4. The Agency must convey the Site to the Developer for the agreed upon purchase price of $91,000. 5. The Agency must pay all development and plan check fees for the project up to a maximum of $50,000. 11. COST OF THE AGREEMENT TO THE AGENCY The costs to be incurred by the Agency include land acquisition, off -site improvement construction, hazardous materials remediation and payment of the project's development and plan check fees. The Agency costs have been identified as follows: Agency Acquisition of City Parcel $91,000 Estimated Off -Site Improvement Costs 10,000 Hazardous Remediation Testing/Costs 50,000 Development and Plan Check Fees 50,000 Total Cost to Agency $201,000 (Less) Developer Land Payment' (91,000) Net Cost to Agency $110,000 'Developer has received a CDBG grant from the City to pay for land acquisition and predevelopment costs. As indicated in the table above, the total cost to the Agency is estimated at $201,000. However, the City of Huntington Beach (City) awarded the Developer $163,000 in federal Community Development Block Grant Funds (CDBG) to allow for the purchase of the Site and payment of predevelopment costs. The Developer will use $91,000 of this grant to purchase the Site, resulting in net Agency costs of $110,000. 3 v III. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Section 33433 of the California Health and Safety Code requires the Agency to identify the value of the interests being conveyed at the highest use allowed by the Site's zoning and the requirements imposed by the redevelopment plan. The valuation must be based on the assumption that near -term development is required, but the valuation does not take into consideration any extraordinary use and/or quality restrictions being imposed on the development by the Agency, The Agency commissioned a highest and best use appraisal of the Site to establish the price to be paid to acquire the Site from the City. This appraisal concluded that residential development represents the highest and best use of the Site, and that the fair market value is $91,000. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED The Agency engaged Keyser Marston Associates, Inc. (KMA) to perform a reuse valuation analysis of the scope of development required by the Agreement. This analysis indicated that Habitat for Humanity projects are unique in that the majority of the development costs are funded using volunteer labor and donated materials, and that Habitat then sells the units to very -low income households and provides the home buyers with interest free first trust deed mortgages. The reuse valuation took all these factors into account and concluded that absent any public financial assistance, the project could not support any land payment. In fact, the analysis indicated that the Site would have to be donated at no cost and that direct financial assistance would have to be provided to make the project financially feasible. V. CONSIDERATION RECEIVED AND COMPARISON %MTH THE FAIR REUSE VALUE The City has awarded the Developer with $163,000 in CDBG assistance funds, which allows for the purchase of the Site at its appraised fair market value of $91,000. Given that CDBG funds have been provided for Site acquisition, the consideration received by the Agency exceeds the Site's established fair reuse value and equals the value of the Site at the highest use allowed by the redevelopment plan. VI. BLIGHT ELIMINATION The creation of affordable housing units is mandated by Section 33413 of the California Health and Safety Code. In addition, the Site is currently vacant and located in the midst of a residential neighborhood. Thus, the proposed condominium development on the Site will both eliminate the blighting influence of the vacant lot by introducing a new quality residential project to the neighborhood, and it will fulfill a portion of the Agency's obligation to provide affordable units for very-lov/ income households. 4 v V11. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The Main -Pier Redevelopment Project Area is subject to the affordable housing production requirements imposed by California Health and Safety Code Section 33413, and set forth in the Agency's AB1290 Implementation Plan. The proposed development provides three "for sale" housing units to very -low income households at an affordable sales price. In compliance with the Section 33413 requirements, the units will be subject to deed restrictions mandating that the units be owned by very -low income households, at an affordable housing cost, for a minimum of 30 years. Thus, the proposed development furthers the goals of the AB12901mplementation Plan. D7204.HTB i aose_o= 4W7 5 KEYSER MARSTON LA VAUt a V SUMMARY REPORT PURSUANT TO ,� �SECTION 33433 z u Lai n of the y. Z z cy CALIFORNIA COMMUNITY REDEVELOPMENT LAW sDISPOSITION AND DEVELOPMENT AGREEMENT s by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and HABITAT FOR HUMANITY OF ORANGE COUNTY INC. This Summary Report has been prepared for the Redevelopment Agency of the City of Huntington Beach (Agency) pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Disposition and Development Agreement (Agreement) between the Agency and Habitat for Humanity of Orange County Inc. (Developer). The transaction requires the Agency to convey the 3,050 square foot site at 7862 Ronald Road In the Main -Pier Redevelopment Project Area to allow for the construction -of three condominium units to be sold to very -low income households. This Summary Report is based upon information contained within the Agreement; and is organized into the following seven sections: I. Salient Points of the Proposed Agreement: This section describes the major responsibilities of the Agency and the Developer; 11. _Cost of the Agreement to the Agency: This section details the cost of the Agreement to the Agency, including property acquisition costs, tenant relocation costs, off -sites costs, environmental costs and direct Agency financial assistance; III. Estimated Value of the interests to be Conveved determined At the Highest Use Permitted Under the Redevelopment Plan: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the Site's zoning and the requirements imposed by the redevelopment plan; IV. Estimated ReuseValue__of the Interests to be Conveyed: This section estimates the value supported by the Site based on the required use and with tho conditions, covenants and development costs required by the Agreement; 04/06/1997 13:44 2136225204 KEVSER MARSTON LA PAGE 03 V. Consideration Received and Comparison_ with_ the Fair Reuse Value: This section describes the compensation to be received by the Agency, and the reasons for any difference between the compensation and the fair reuse value; VI. Blight Elimination: This section describes the former blighting conditions on the property, and explains how the Agreement Wil alleviate the blighting influence, and; VII. Conformance with the „AB1290 'implementation Plan: This section explains how the proposed Agreement complies with the redevelopment strategy Identified in the A61290 Implementation Plan. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. 1. SALIENT POINTS OF THE PROPOSED AGREEMENT A. developer Responsibliities Under the proposed Agreement, Developer must accept the following responsibilities: 1. The Developer must acquire the Site from the Agency for $91,000 2. The Developer must construct all on -site improvements required to serve the Site. 3. The Developer must construct one two -bedroom and two three -bedroom condominium units including attached garages and private open patios. 4. The project improvements must comply with the construction drawings approved by the Agency, and must be constructed in a workmanlike fashion, using first class materials. 5. The Developer must sell the units at an affordable purchase price to very low Income households as defined in Section 50052.5 of the California Health and Safety Code. The income and affordability restrictions must remain in place for at least 30 years. 6. The Developer must form a home owners association and must have the Covenants, Conditions and Restrictions (CC Rs) approved by the Agency. These CCRs must make the project landscaping maintenance the home owners association responsibility. .rN f B. Agency Responsibilities Under the proposed Agreement, the Agency must accept the following responslbllities: 1. The Agency must purchase the Site from the City of Huntington Beach. 2. The Agency must construct any off -site improvements required to serve the proposed development. 3. The Agency must remediate and/or remove hazardous materials or hazardous materials contamination from the Site. The maximum cost exposure to the Agency under this requirement Is $50,000. 4. The Agency must convey the Site to the Developer for the agreed upon purchase price of $91,000. 5. The Agency must pay all development and plan check fees for the project up to a maximum of $50,000. 11. COST OF THE AGREEMENT TO THE AGENCY The costs to be incurred by the Agency include land acquisition, off -site improvement construction, hazardous materials remediation and payment of the project's development and plan check fees. The Agency costs have been identified as follows - Agency Acquisition of City Parcel $91,000 Estimated Off -Site Improvement Costs 10,000 Hazardous Remediation Testing/Costs 50,000 Development and Plan Check Fees 50,000 Total Cost to Agency $201,000 (Less) Developer Land Payment' (91,000) Net Cost to Agency $110,000 'Developer has received a CDBG grant from the City to pay for land acquisition and predevelopment costs. As indicated In the table above, the total cost to the Agency is estimated at $201,000. However, the City of Huntington Beach (City) awarded the Developer $163,000 in federal Community Development Block Grant Funds (CDBG) to allow for the purchase of the Site and payment of predevelopment costs. The Developer will use $91,000 of this grant to purchase the Site, resulting in net Agency costs of $110,000. 3 uw via/ J yy7 13: 44 S • 213EM5204 KEYSER M :RSTON LA PAGE 05 Ill. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Section 33433 of the California Health and Safety Code requires the Agency to identify the value of the Interests being conveyed at the highest use allowed by the Site's zoning and the requirements Imposed by the redevelopment plan. The valuation must be based on the assumption that near -term development Is required, but the valuation does not take into conslderation any extraordinary use andfor quality restrictions being imposed on the development by the Agency. The Agency commissioned a highest and best use appraisal of the Site to establish the price to be paid to acquire the Site from the City. This appraisal concluded that residential development represents the highest and best use of the Site, and that the fair market value is $91,000. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED The Agency engaged Keyser Marston Associates, Inc. (KMA) to perform a reuse valuation analysis of the scope of development required by the Agreement. This analysis indicated that Habitat for Humanity projects are unique in that the majority of the development costs are funded using volunteer labor and donated materials, and that Habitat then sells the units to very -low Income households and provides the home buyers with interest free first trust deed mortgages. The reuse valuation took all these factors into account and concluded that absent any public financial assistance, the project could not support any land payment. In fact, the analysis Indicated that the Site would have to be donated at no cost and that direct financial assistance would have to be provided to make the project financially feasible. V. CONSIDERATION RECEIVED AND COMPARISON WITH THE FAIR REUSE VALUE The City has awarded the Developer with S163,000 in CLIBG assistance funds, which allows for the purchase of the Site at its appraised fair market value of 5g1,000. Given that CDBG funds have been provided for Site acquisition, the consideration received by the Agency exceeds the Site's established fair reuse value and Equals the value of the Site at the highest use allowed by the redevelopment plan. VI. BLIGHT ELIMINATION The creation of affordable housing units is mandated by Section 33413 of the California Health and Safety Code. In addition, the Site is currently vacant and located in the midst of a residential neighborhood. Thus, the proposed condominium development on the Site will both eliminate the blighting influence of the vacant lot by introducing a new quality residential project to the neighborhood, and it will fulfill a portion of the Agency's obligation to provide affordable units for very -low income households. 4 04/E 6/1997 13: 44 21362252' ' �Z'SER MARSTON PAGE 86 l � V11. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The Main -Pier Redevelopment Project Area is subject to the affordable housing production requirements imposed by California Health and Safety Code Section 33413, and set forth In the Agency's AB1290 Implementation Plan. The proposed development provides three "for sale" housing units to Very -low income households at an affordable sales price. In compliance with the Section 33413 requirements, the units wall bo subject to deed restrictioris mandating that the units be owned by very -tow income households, at an affordable housing cost, for a minimum of 30 years. Thus, the proposed development furthers the goals of the AB1290 Implementation Plan. 972o4.HY13 14XG.00as 4W7 6-1 Research Request Form Office of the City Clerk Today's Date Date research needed Research request d by: (Nemej Cf �� Telephone or extension �3 ( g) Department ( } Citi2eh Received by: Do copies need to be certified? ( ) Yes { } No Describe research requested, In detail please: r \Q-mC sws� .� �6c � 3-SLk 3 �- f Research Notes: InVe cord mgrVesea rch.doc .. . - -. —__ �a�..-�JrVY $.a.ixn r—M..)I L4v Lk rm%7L VC SUMMARY REPORT PURSUANT TO SECTION 33433 of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW on a DISPOSITION AND DEVELOPMENT AGREEMENT by and between the °o REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH c-3 --Fri and HABITAT FOR HUMANITY OF ORANGE COUNTY INC. McIq sr',< '." a C2 x Y r This Summary Report has been prepared for the Redevelopment Agency of the City of Huntington Beach (Agency) pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Disposition and Development Agreement (Agreement) between the Agency and Habitat for Humanity of Orange County Inc. (Developer). The transaction requires the Agency to convey the 3,050 square foot site at 7862 Ronald Road in the Main -Pier Redevelopment Project Area to allow for the construction of three condominium units to be sold to very -low income households. This Summary Report is based upon information contained within the Agreement; and Is organized into the following seven sections: I. Salient Points of the Proposed Agreement: This section describes the major responsibilities of the Agency and the Developer; It. Cost of the Agreement to the Agency: This section details the cost of the Agreement to the Agency, including property acquisition costs, tenant relocation costs, off -sites costs, environmental costs and direct Agency financial assistance; Ill. Estimated Value of the Interests to be Conveved Determined At the Highest Use Permitted Under the Redevelopment Plan: This section estimates the value of the interests to be conveyed determined at the highest use permitted undor the Site's zoning and the requirements imposed by the redevelopment plan; IV. 'Estimated Reuse Value of the Inlerests to be Conveyed: This section estimates the value supported by the Site based on the required use and with the conditions, covenants and development costs required by the Agreement; V.)i «41 A. 77r fJ7. Vj [1.7ozzDZU4 F.C.YatK Mr-a<zIUN ALA 1 t'E+Vt Nj V. Consideration Received and Com rlson with the Fair Reuse Value: This section describes the compensation to be received by the Agency, and the reasons for any difference between the compensation and the fair reuse value; VI. Blight Elimination: This section describes the former blighting conditions on the property, and explains how the Agreement will alleviate the blighting influence, and; VI1. Conformance with the _AS1290 Implementation Plan: This section explains how the proposed Agreement complies with the redevelopment strategy, Identified in the AB1290 Implementation Plan. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. I. SALIENT POINTS OF THE PROPOSED AGREEMENT A. Developer Responsibilities Under the proposed Agreement, Developer must accept the following responsibilities: I . The Developer must acquire the Site from the Agency for $91,000 2. The Developer must construct all on -site improvements required to serve the Site. 3. The Developer must construct one two -bedroom and two three -bedroom condominium units including attached garages and private open patios. 4. The project improvements must comply with the construction draWings approved by the Agency, and must be constructed in a workmanlike fashion, using first class materials. S. The Developer must sell the units at an affordable purchase price to very low income households as defined in Section 50052.5 of the California Health and Safety Code. The income and affordability restrictions must remain in place for at least 30 years. 6. The Developer must form a home owners association and must have the Covenants, Conditions and Restrictions (CCRs) approved by the Agency. These CCRs must make the project landscaping maintenance the home owners association responsibility. nj� jai 19'i � ny: n5 21362251204, KEYSER MARSTaJ LA PAGE 04 B. Agency Responsibilities Under the proposed Agreement, the Agency must accept the following responsibilities: 1. The Agency must purchase the Site from the City of Huntington Beach. 2. The Agency must construct any off -site Improvements required to serve the proposed development. 3. The Agency must remediate and/or remove hazardous materials or hazardous materials contamination from the Site. The maximum cost exposure to the Agency under this requirement is $50,000. 4. The Agency must convey the Site to the Developer for the agreed upon purchase price of $91.000. 5. The Agency must pay all development and plan check fees for the project up to a maximum of $50,000. if. COST OF THE AGREEMENT TO THE AGENCY The costs to be incurred by the Agency include land acquisition, off -site improvement construction, hazardous materials remediation and payment of the projects development and plan check fees. The Agency costs have been identified as follows: Agency Acquisition of City Parcel $91,000 Estimated Off -Site Improvement Costs Imin Hazardous Remediation Testing/Costs 50.000 Development and Plan Check Fees 50,000 Total Cost to Agency $191.000 (Less) Developer Land Payment' (91.000) (Less) City Fees Reimbursement' _ (50,000) Net Cost to Agency $50.000 1 'Developer has received a CDBG grant from the City to pay for land acquisition and predevelopment costs. As indicated in the table above, the total cost to the Agency is estimated at $191,000. However, the City of Huntington Beach (City) awarded the Developer $141,000 in federal Community Development Block Grant Funds (CDBG) to allow for the purchase of the Site and payment of predevelopment costs. The resulting net costs to the Agency total $50,000. 3 V3._w/177f V7.UJ -13V44'JtUr f%LIOC-M 1•wdS"yILN4 LrN rFit7G �j7 • V Ill. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Section 33433 of the California Health and Safety Code requires the Agency to Identify the value of the Interests being Conveyed at the highest use allowed by the Site's zoning and the requirements imposed by the redevelopment plan. The valuation must be based on the assumption that near -term development is required, but the valuation does not take Into consideration any extraotdinary use andfor quality restrictions being Imposed on the development by the Agency. The Agency commissioned a highest and best use appraisal of the Site to establish the price to be paid to acquire the Site from the City. This appraisal concluded that residential development represents the highest and best use of the Site, and that the fair market value is $91,000. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED The Agency engaged Keyser Marston Associates, Inc. (KMA) to perform a reuse valuation analysis of the scope of development required by the Agreement. This analysis indicated that Habitat for Humanity projects are unique in that the majority of the development costs are funded using volunteer labor and donated materials, and that Habitat then sells the units to very -low income households and provides the home buyers with interest free first trust deed mortgages. The reuse valuation took all these factors into account and concluded that absent any public financial assistance, the project could not support any land payment. In fact, the analysis indicated that the Site would have to be donated at no cost and that direct financial assistance would have to be provided to make the project financially feasible. V. CONSIDERATION RECEIVED AND COMPARISON WITH THE FAIR REUSE VALUE The City has awarded the Developer with $151.000 in CDBG assistance funds, which allows the project to purchase the Site at its appraised fair market value of $91,000. Given that CDBG funds have been provided for Site acquisition, the consideration received by the Agency exceeds the Site's established fair reuse value and equals the value of the Site at the highest use allowed by the redevelopment plan. VI. BLIGHT ELIMINATION The Site is currently vacant and located in the midst of a residential neighborhood. The proposed condominium development on the Site will eliminate the blighting influence of the vacant lot by introducing a new quality residential project to the neighborhood. 4 r VI1. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The Main -Pier Redevelopment Project Area is subject to the affordable housing production requirements Imposed by California Health and Safety Code Section 33413, and set forth in the Agency's A61290 Implementation Plan. The proposed development provides three `for sale" housing units to very -low income households at an affordable sales price. In compliance Wth the Section 33413 requirements, the units will be subject to deed restrictions mandating that the units be owned by very -low income households, at an affordable housing cost, for a minimum of 30 years. Thus, the proposed development furthers the goals of the AB1290 Implementation Plan. erzo4.HT8 4WO.C= 3,24W W U (B N CX) RECEIVED FROM . Pl ` ',, D* rr AND MADE A PART OF THE RECORD. AT THE � COUNCIL. MEETING Of - OFFICE OF THE CITY CLERK CONNIE WCKWAY, CITY CLERK m 0 U N 0 4-a 11 C C Background • City has been negotiating fora 3 unit project with Habitat Orange County since 1990 • Agreement Reached in late 1993 • Project stalled when County Bankruptcy hit in December of 1994 0 A 0 C The Proposed Project The proposed project will be built on a vacant City -owned parcel on Ronald Road. (West of Beach Boulevard/North of Talbert Avenue) a The site is in a Community Development Block Grant (CDBG) enhancement area r. The Proposed Project~ cont. •The project will have one 2 bedroom (one story) unit and two 3 bedroom (two story) units with 967 and 1,116 square feet of living space, respectively 0 c C. C. C' F Buyers *Potential buyers of the homes are screened by a Habitat volunteer committee • These would-be home owners must contribute 600 hours of "sweat equity" f C A Buyers~ cont C Home owners are chosen based on need, ability to repay the loan, family size and willingness to volunteer time C A C C. J Major Deal Points I ♦ $91,000 in CDBG funds to Habitat C for the acquisition of the site ♦ $72,000 in CDBG funds for pre - development costs ♦ City conveys Ronald Road parcel to Redevelopment Agency � C C Major Deal Points cont. s Agency conveys site to Habitat for $91,000 a Habitat constructs improvements and ensures homes are made available to very low income buyers e Income restrictions remain in place for 30 years; Habitat has first right of refusal to repurchase the units. 0 c Major Deal Points cont. � ■ Agency will pay up to $40,000 in � development fees e If required, Agency responsible for up to $50,000 in environmental remediation C ✓ A Phase I investigation showed � no potential for serious soil problems C' c r � ' cC�c.��• �a�Q y NOTICE OF JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY d OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE `adz CITY OF HUNTINGTON BEACH ON A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT PROVIDING FOR THE SALE OF REAL PROPERTY OUTSIDE THE REDEVELOPMENT AREA BUT TO THE BENEFIT OF THE MAIN -PIER REDEVELOPMENT PROJECT AREA OF THE CITY OF HUNTINGTON BEACH TO HABITAT FOR HUMANITY, ORANGE COUNTY NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach, California, (the "City") and the Redevelopment Agency of the City of Huntington Beach (the "Agency") will hold a joint public hearing on April 21, 1997 at the hour of 6:30 p.m., or as soon thereafter as the matter can be heard, at 2000 Main Street, Huntington Beach, California, in the Council Chambers, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et sea.) for the purpose of considering the approval of a proposed Disposition and Development Agreement ("the Agreement") between the Agency and Habitat for Humanity of Orange County, Inc., a California nonprofit public benefit corporation ("Developer"). The Agreement provides for the sale of approximately 9085 square feet (or .21 acres) of real property bounded by Ronald Road to the north, a 20 ft. paved alley to the south, existing multifamily housing to the west, and to the east (the "Site") to the Developer and the construction thereon by the Developer of a three unit condominium development for very -low income households. The units created by this project will be credited to the housing obligations of the Main -Pier Redevelopment Project Area of the City of Huntington Beach (the "Project Area"), The purpose of the joint public hearing is to consider: 1. The proposed safe of real property by the Agency to Developer. 2. The proposed terms and conditions of such sale of real property. 3. The proposed Disposition and Development Agreement. 4. All evidence and testimony for and against the approval of the Disposition and Development Agreement and the sale of real property and the terms and conditions therein. The Agency has prepared a Summary Report in connection with the Agreement which describes and specifies: a. The cost to the Agency of the Agreement. b. - The estimated value of the interest to be sold, determined: (i) at the highest and best uses permitted under the Redevelopment Plan, and (ii) at the use and with the conditions, covenants, and development costs required by the sale. C. The purchase price, and an explanation of why the purchase price is less than the fair market value of the interest to be conveyed (if applicable), determined at the highest and best use consistent with the Redevelopment Plan. d. An explanation of why the sale will assist in the elimination of blight. e. Other pertinent economic analysis. At the above stated day, hour, and place, any and all persons having objections to or wishing to express support of the proposed Disposition and Development Agreement, the proposed sale of real property or the proposed terms and conditions therefor, or the regularity of any of the prior proceedings, may appear and be heard before the Agency and the City Council on the proposed Disposition and Development Agreement, the proposed sale of real property and the proposed terms and conditions therein. Any persons desiring to be heard at the hearing will be afforded an opportunity to be heard. At any time not later than the hour set for hearing, any person objecting to or supporting the proposed Disposition and Development Agreement, the proposed sale of real property or the terms and conditions therein, may file in writing with the City Clerk a statement of his or her objections thereto or support thereof. The documents referred to above are available for public inspection and copying during regular office hours at the offices of the City Clerk and Clerk of the Redevelopment Agency, 2000 Main Street, Huntington Beach, California. Dated: 1997 City Clerk of the City of Huntington Beach and Clerk of the Redevelopment Agency of the City of Huntington Beach Publish: April 3, 1997 April 10, 1997