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HomeMy WebLinkAboutOlson Urban - Huntington Beach 2, LLC - 2015-01-20 ita.' RECEIVED BY: CITY CLERK RECEIPT COPY Return DUPLICATE to l�•' .�r�-�� City Clerk's Office ,. (Name) ! J � after signing/dating (Date) Me CITY OF HUNTING TON BEACH INTERDEPARTMENTAL COMMUNICATION ll=y/ TO: City Treasurer FROM: City Clerk / DATE: SUBJECT: Bond Acceptance have received the bonds (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) v Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. PALM,-) 01-0 q13�- Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. _7- ta Approved (Council Approval Date) CC No. Agenda Item No. S MSC No. City Clerk Vault No. SOU () • 5)0 Other No. SIRE System ID No. rZ g:/forms/bond transmittal to treasurer f City of Huntington Beach File #: 18-010 MEETING DATE: 6/4/2018 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Travis K. Hopkins, PE, Director of Public Works Subject: Release Guarantee and Warranty Bond for Tract 17716 (Coastal Walk Subdivision) Statement of Issue: The required twelve-month warranty period has now elapsed for the public improvements that were constructed by Olson Urban - Huntington Beach 2 LLC for the Coastal Walk Subdivision Tract 17716 and their Guarantee and Warranty Bond is now eligible for release. Financial Impact: No funding is required for this action. Recommended Action: Release Guarantee and Warranty Bond No. PB03010401931-M (Attachment 1) and instruct the City Clerk to notify Olson Urban - Huntington Beach 2 LLC and the City Treasurer to notify Philadelphia Indemnity Insurance Company of this action. Alternative Action(s): Deny the recommended action. Denying the recommended action may violate the Subdivision Map Act whereby Section 66499.7 of the Government Code requires that the securities given for the faithful performance of constructing public improvements shall be released upon acceptance of the work. Analysis: On November 7, 2016, City Council accepted the newly constructed public improvements that were built by Olson Urban - Huntington Beach LLC to satisfy the requirements of the Coastal Walk Subdivision, Tract 17716 (Attachment 2). The public improvements include new curb, gutter, sidewalk, paving, lighting, signing and striping, water, sewer and storm drain improvements. At that meeting, City Council also accepted a Guarantee and Warranty Bond as security for the 12- month warranty period. The City Engineer has now determined that the improvements were constructed in substantial compliance with the approved plans and specifications, have performed satisfactorily throughout the warranty period, and that the Guarantee and Warranty bond can now be City of Huntington Beach Page 1 of 2 Printed on 5/31/2018 File #: 18-010 MEETING DATE: 6/4/2018 recommended for release. Environmental Status: This recommended action is a ministerial act, and is exempt from the requirements of the California Environmental Act, pursuant to State CEQA Guidelines, California Administrative Code, Title 14, Chapter 3, Section 15268(d). Strategic Plan Goal: Enhance and maintain infrastructure Attachment(s): 1. Guarantee and Warranty Bond No. PB03010401931-M 2. Location Map City of Huntington Beach Page 2 of 2 Printed on 5/31/2018 P1,w,a>e5-,i1-11,Legis;aZv- BOND NO. PB03010401931-M PREMIUM Included in performance bond GUARANTEE AND WARRANTY BOND WHEREAS, Olson Urban—Huntington Beach 2 LLC as a Principal,and Philadelphia Indemnity Insurance Company a corporation organized under the laws of the State of Pennsylvania and duly authorized to do business in the State of California,as Surety,are held and firmly bound unto the City of Huntington Beach,California,as Obligee, in the penal sum of Twelve Thousand and Fifty Three and Noll00 (12,053.00) ,representing 10 percent of the contract price entered into between the Principal and Obligee;to which payment well and truly to be made we do bind ourselves,and each of our heirs,executors,administrators,successors and assigns jointly and severally. WHEREAS,the said Principal entered into a contract with said Obligee,dated April 6,2015 for work described as follows: Public improvements constructed consist of curb,gutter,sidewalk paving signing/striping domestic/fire water system and sewer system services on Airport Circle. WHEREAS, said contract provides that the Principal will furnish a bond conditioned to guarantee and warrant for the period of one year after completion of the work and:acceptance thereof by the Obligee,against all defects in workmanship and materials during said one-year period. WHEREAS,said work has been completed,and accepted by Obligee on NOW,THEREFORE,the Principal and Surety,jointly and severally shall indemnify the Obligee for all loss that the Obligee may sustain by reason of any defective materials or workmanship,which become apparent during the period of one year from and after date of completion of work and acceptance thereof by Obligee. In witness whereof,this instrument has been duly executed by the principal and surety above named,on September 28 2016 Olson Urban—Huntington Beach 2 LLC, Philadelphia Indemnity Insurance Company By See attached signature page By Michelle Haase,Attorney-In-Fact 1 -31- Signature Block- Is Urban - 'z HUNTINGTON BEACH 2, LLC C OFFICIAL SIGNATURE BLOCK FORMAT: OLSON URBAN—HUNTINGTON BEACH 2, LLC a Delaware limited liability company By: OLSON URBAN COMMUNITIES, LLC a Delaware limited liability company Sole Member By: OLSON URBAN VENTURES, LLC a Delaware limited liability company Sole Member By: OLSON URBAN HOUSING, LLC a Delaware limited liability company Managing Member By: IN TOWN LIVING, INC. a Del 7 cor ration g M a n a7ii Vn M e.-re r! I By: 4 ";JLI L--' NameK 9WLaurie EO Title: %, to eSH err By: Name: Title: APPROVED AS To MR,M 'T 16H E.ISATES 1"C"t -AZL CITY ATTORNEY CITY OF HUNTINGTON sc-AcH QAO range County\Communities\Huntington Beach-Coastal 01a Ilk-Airport\2014 Signature Block OlsonUrban- HUNTINGTON BEACH 2,LLC.docx -32- --- j I ------se� ------ ALL- PURPOSE CERTIFICATE IFICAT•E F ACKNOWLEDGMENT � k` A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California } County of Orange } i On before me, Brianne Davis, Notary Public e ruin,&nd a .1 the cop personally appeared Michelle Haase who proved to me on the basis of satisfactory evidence to be the persons whose named)is/ subscribed to the within instrument and acknowledged to me that ke/she/tom#executed the same in leis/her/t mir authorized capacity0to and that by ftWherftak signature(*on the instrument the erson g (� person*,or the entity upon behalf of which the person(*acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. BRIA NE DAVIS WITNESS my hand and official seal. Commission No, 2071 NOTARY PVa t.FC, �CAEdfrJRMl.4 e� I r j ff`f a ORANGE co I t AA z ',2 t °" �+..p..,..•...+.. rl§Y S;ixnm.E.apires RPRf3iL S.1..2.C77��" Notary Pc Ignature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This join complies with cnrrnu Caltfornta statatts regarding nataq wording and, DESCRIPTION OF THE ATTACHED DOCUTAEN T ffneeded,should be completed and attached to fire doannctrt.Acknohredgenrs fiom iI other nines ma➢be completed far docamenrs being sent to that stare so tang as the 0 4 )1 /q 31 s M wording does nor require the California notary to viola!,Caltforma nafary tam. l-t.L (I itie or description at attached document) + State and County inlbnnauon must be the State and Cousin,where the document i signer(a)personally appeared before the notary public for ackro ded(pnrnr. e Date of runti imtion must be the date that the signer(")permnaliy appeared which (Title or description of attached document continued) most also be the same date the acknowledgment is completed, * The notary public must print his or her name as it appears widnin his or her Number of Pages Document Date � � commission followed by comma and then your title(notary public). + Print the names)of doonnent signer(s)who personally appear at the time of _ notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect toots(i.e. ❑ Individual(s) Ae/ihilthey—is/eve)or circling the correct Corms.failure to correctly indicate this information may lead to rejection of dmuinent recording. ❑ Corporate Officer the notary scat impression must be clear and photographically reproducible. I bnpression must not cover text or tines,Ir seal bnpression smudges,re-seal if a (Title) sufficient area pemrits,otherwise complete a dilfercm acknowledgment(Corm. Cl Partner(s) * Signature of the notary public must match the signature on file with the office of 3 the county clerk. (f� 5i Attorney-in-Fact 'fr Additional information is not required but could help to cnsuru this i ❑ Trustee(s) acknowledgment is not misused or attached to a different doemnent. Other Indicate title or type o('attached docmnent,.number of pages and date. ❑ 4, Indicate the capacity claimed by the signer.If the elauned capacity is a '- corporate officer,indicate,die title(i.e.CEO,CFO,Secretary). I -a i a-�' a I sc, fir t t c �-, • Securely attach this document to the signed doeima ntwith a staple. ................ .. .............. .......... .........._ _. -33- 4429 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St,Asaph's Rd.,Suite 100 Bala Cynwyd,PA 1.9004-0950 Power off Attorney KNOW ALL.PERSONS BY THESE PRESEN"FS: that PHILADELPHIA I.NDENINITY INSURANCE COMPANY(the Company),a corporation,organized and existing under the laws of the Commonwealth of Petmsylvania,does hereby constitute and appoint.JANINA MONROE,THOMAS G.MCCALL,TIMOTI[Y J. NOONAN AND MICHELLII HAASE OF LOCKTON COVIP.ANIES.LI C Its true and lawfid Attorney(s)in fact with fill authority to execute on its behalf bonds,undertakings,recognizances and other contracts of indewnity and writings obligatory in the nature thereof,issued in the course cif its business and to bind the Company thereby,in an amount not to exceed$25,0J}O.OfiO.DU This Power of Mini ney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PI-IILADELPHIA INDEMNITY INSURANCE COMPANY at-a meeting duly called the I'day of July,2011. RESOLVED: That the Board of Directors hereby authorizes the President of any Vice President of the Company to:(1)Appoint Attomey s)in Fact and authorize the Atmf uey(s)in Fact to execute on behalf of the Company bonds and undertakings,contracts of indenmity and other writings obligatory in the nature thereof and to attach die seal of the Company thereto:and t2i to remove,at any time,any such Attomcy-in-Fact and revoke the authority given. And,be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company inay be affixed to any such Power of Attorney or certificate relating theeto by facsimile,and any such Power of Attomcy so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to whichit is attached. IN TEST1PdONY WHEREOF,PHIL.ADELPH[.A INDa\IN ITV INSURANCE COMPANY 14AS CACISFD'F HIS INSTRUMENT TO BE SIGNED.AND I'IS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 710 DAY OF FEHRUARY 2013, (5eaq Robert 1).O'Leary Jr-President&CFO Philadelphia Indemnity Inswance.Company On this 10"'day of June 2013,before me came the individual who executed the preceding instrument,to we personally known,and being by me duly sworn.said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INS@tA,N'CE COMPANY;that the seal affi-1 to said instrument is the Corporate seal of said Ctmtpany;that the said Corporate Seal and his signature were duly affixed. CGMMoXWEW.Ti tta PENN'SrLVRNIA n '1,W. nota KhdMy h ry PabGc T"kw lowx NMm rvrp.IWtN4a'metr tau1 rfi'pxnm�Mfsdeztk 18,536 l nrnea.rnw,rvuu+.v�*+a+�o'at+rss Notay Putilic: resitting at: Bala Cvnwvd PA (Notary Seal) My cmninissioa expires: December I&2016 L Craig P.Keller,Execrniye Vice President,Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY,do herby— fy that the foregoing resolution of die Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect-I do further ccmily that Robert D.O'Leary Jr.,who executed the Power of Attorney as President,a^as on the date of execution of the attached Power of Attorney the duly elected President of PIIILADELPIIIA iNDENtNiTY INSURANCE COMPANY, �y} In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 1 Craig P.Keller,Executive Vice President,Chief Financial Officer&+Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY -34- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE$1189 :?.r;'�:0�7.2°�7r,.:rz.ci....f`r�;<`fc:t2�,'s.t-x..c - s.'%'�s.(`.c.;S'cc,`�A:X'E.eE hs.«.,E.£^=:-a:� -�'S':�z:,a2Gs:�;.-Mcat:'��',fJf:"aA;x:f�?«C: ;a• �a�R.''w-.3 A notary public or other officer completing this certificate verifies oniy the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or vaiidih of that document. State of California } County of i' } On'. r 3"1'Yi,1 K �-v before me,�-/�I£, I 'fit) � i Tic �� !"'Jxv tom' !I Date Here insert Name and Title of the Officer personally appeared r _ —.......... Name(s)of Signer(s) who 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(les),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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph JE�Nary Public- alit mia is true and correct. Notary Public-C�Isfoen€� :- Orange Caua4g WITNESS my hand and official seal. z Commission 0 2154518 My Comm.Expires May 24,2020 Signature of Notary Public Place Notary Seal Above OPTIONAL AL Though this section is optional,completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _ Document Date: Number of Pages: ____ Signer's) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: 1-3 Corporate Officer—Title(s): O Corporate Officer—Title(s): L Partner— El Limited ❑General ❑Partner— ❑Limited J General ElIndividual I-]Attorney in Fact ( I Individual r_'s Attorney in Fact Trustee C3 Guardian or Conservator Trustee Guardian or Conservator E.Other: = Other: Signer Is Representing: Signer Is Representing: x;.:,F; v,�r✓....'�C`i-.'�-aY-a.'�.,;"��(.-.� �,>_-x,'-r ct.`ti;�_z:�^r-v".:+:'�-ti'�;.�--s✓ :eF"-�,¢.*�e.�:,' :;°....�, !'G..w'c."�.%"'�v'KI'�..�;°F'wC` `�i> r�^'�lC.q C2014 National Notary Association•www.NationaiNotary.org e 1-800-US NOTARY(1-800-876-6827) Item#5907 -35- fir.■■■f��. LINEMEN HEN ■MEN ■irpt%■ i■■■■■ �101100101 MEN Egg � Y � 1 1. �1 i IF --Warner A-venue - -VICINITY MAP FINAL TRACT MAP • FORMER . 17716 ' • ' COASTAL 16911 •• • RECEIVED BY: CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office (Name) after signing/dating (Date) i CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: U /// OF SUBJECT: Bond Acceptance I have received the bonds for o/S rf�LK-.j ,Z (/r-, (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. p�Qj��(�/-�Q/,f 31—M Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. 17-71La Approved ��o� /S (Council Approval Date) CC No. Agenda Item No. s MSC No. City Clerk Vault No. (,aO 0 • Other No. SIRE System ID No. o)-g41U g:/forms/bond transmittal to treasurer City of Huntington Beach M .s, . 2000 Main Street ♦ Huntington Beach CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov f..: ., Office of the City Clerk Fg � jgp9 P, Robin Estanislau, City Clerk June 11, 2018 Olson Urban — Huntington Beach 2 LLC The Olson Company Attn: Tom Moore, Vice President, Operational Planning 3010 Old Ranch Parkway, Suite 100 Seal Beach, CA 90740 Re: Approved Release Guarantee and Warranty Bond for Tract 17716 (Coastal Walk Subdivision) Please be advised that on Monday, June 4, 2018 the City Council of the City of Huntington Beach took the following action: A) Released Guarantee and Warranty Bond No. PB03010401931-M and instructed the City Clerk to notify Olson Urban — Huntington Beach 2 LLC and the City Treasurer to notify Philadelphia Indemnity Insurance Company Sincerely, �Ian4j� Robin Estanislau City Clerk g1followup/tract/release bonds F�� '7W.ocAnjo,Japan ♦ Waitakere,New Zealand Dept—"ID ED 51 01 ge 1 of 2 Meeting Date: 1/20/2015 7 -0 CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCILMOUSING AUTHORITY ACTION MEETING DATE: 1/20/2015 SUBMITTED TO: Honorable Mayor/Chair and City Council Members/Commissioners SUBMITTED BY: Fred A. Wilson, City Manager/Executive Officer PREPARED BY: Ken Domer, Assistant City Manager Kellee Fritzal, Deputy Director, Business Development SUBJECT: Approve and authorize execution of an Affordable Housing Agreement with Olson Urban— Huntington Beach 2, LLC for the Coastal Walk Development located at 16911 Airport Circle (Airport Circle Residential —Tract 17716) Statement of Issue: Transmitted for City Council consideration is a request by the Olson Company to approve an Affordable Housing Agreement for an entitled townhome development located on a 2.5 acre site at 16911 Airport Circle (Tract 17716). The Agreement will restrict four (4) units to moderate-income households for a period of 45 years and the payment of a pro rata in lieu fee with respect to the remaining fractional 0.5 unit. The units are required to be affordable in accordance with Huntington Beach Zoning and Subdivision Ordinance (HBZSO) Section 230.26 (Affordable Housing), and the conditions of approval. Financial Impact: Not applicable. City Council and Housing Authority Recommended Action: 1. Approve "Agreement Declaring Conditions, Covenants, and Restrictions for Property (Resale Restrictions)" by and between Olson Urban - Huntington Beach 2, LLC and the City of Huntington Beach and the Housing Authority of the City of Huntington Beach; and, 2. Authorize the Mayor/Chair and City Clerk/Authority Clerk to execute the Agreement. Alternative Action(s): Do not approve and direct staff accordingly. Analysis: On June 10, 2014, the Olson Company received entitlement approval from the Planning "Commission to develop The Coastal Walk Development Project, 45 townhouse-style units to be located at 16911 Airport Circle, 92649 (west side of Airport Circle, north of Warner Avenue). The City Council approved the General Plan Amendment and Zoning Map Amendment on July 7, 2014. Pursuant to HBZSO Section 230.26, a minimum of 10 percent of all new residential construction shall be affordable housing units. Therefore, the Olson Company is requesting approval of the project's affordability housing units. The Coastal Walk Development Project proposal of 45 units will provide four affordable units onsite with the remaining fractional 0.5 unit to be paid with an in- Item 5. - I HB -30- Dept. ID ED 15-01 Page 2 of 2 Meeting Date: 1/20/2015 lieu fee. The four for-sale units will be restricted to moderate-income households for a period of 45 years. The proposed Agreement is consistent with the City-wide affordable housing ordinance and standard affordable housing agreements prepared by the City Attorney's Office. Therefore, staff recommends the City Council approve the agreement. Environmental Status: This request is not subject to the California Environmental Quality Act pursuant to Section 15061(b)(3). Strategic Plan Goal: Enhance quality of life. Attachment(s): 1. "Agreement Declaring Conditions, Covenants and Restrictions for Property (Resale Restrictions)" HB -3 1- Item 5. - 2 This Document was electronically recorded by City of Huntington Beach Recorded in Official Records, Orange County RECORDING REQUESTED BY- ) Hugh Nguyen, Clerk-Recorder II��IIIIII�I II II �� III 11111111111111111111111111111111 IIIINO FEE 2015000311007 10:12am 06/16/15 AND WHEN RECORDED MAIL TO: ) 227 406 Al2 36 00000000000010500000000000 City Clerk ) City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) (Space Above for Recorder's Use) AGREEMENT DECLARING CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY (RESALE RESTRICTIONS) This Agreement Declaring Conditions, Covenants and Restrictions for Property (the "Agreement") is made as of 20 , 201'5„by and between OLSON URBAN— HUNTINGTON BEACH 2, LLC, a Delaware limited liability company (the"Covenantor"), and THE CITY OF HUNTINGTON BEACH, a California municipal corporation(the "City"), and the HOUSING AUTHORITY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Authority"). Collectively, the City and Authority will be referred to as the "Covenantee". RECITALS A Covenantor is the owner of record of that certain real property located in the City of Huntington Beach, County of Orange, State of California legally described in the attached Exhibit"A". B On 612V4-the City Council approved Tract No 17716, as per map recorded as Instrument No 20/S 000z/z.///&in Book 9,5, Pages #Z through 4'�of Miscellaneous Maps, Records of Orange County, California("Project"). City imposed conditions of approval on the Project, requiring Covenantor to submit an Affordable Housing Agreement, in accordance with the Affordable Housing Program, for review by the Planning Department and approval by the City Attorney and acceptance by the City Council The City further required that the plan shall provide ten percent(10%) of the total 45 units, equaling 4 units, to be restricted as set forth herein (said four (4) units are referred to herein as the "Restricted Units"), all of which are to be affordable housing for households earning no more than 120% of the Orange County Moderate Income, adjusted for family size, for a period of forty-five (45) years and the payment of a pro rata in lieu fee with respect to the remaining, fractional 0 5 unit necessary to fully satisfy the 10% requirement The execution and recordation of this Agreement (together with Covenantor's previous payment of a pro rata in lieu fee with respect to the 0.5 fractional interest necessary to reduce the 10% requirement from 4 5 to 4 0 units) is intended to fully satisfy that condition This daaxnent is aoiey for the o kkd hidnena of the city of Hunan on 14-4311/114631 1 Bwch.as cwte npiated under Govamnent Cads Sax.6103 ax! shoWd be mcorded fr®e d dunP. NOW, THEREFORE,the parties hereto agree and covenant as follows: 1. Affordability Covenants. Covenantor agrees for itself and its successor and assigns, and every successor to Covenantofs interest in the Restricted Units, or any part thereof, that the Restricted Units, which are commonly known as Unit 16 (Building 3), Unit 17 (Building 4)Unit 32 (Building 5) and Unit 40 (Building 7), further described on Exhibit",'attached hereto, consisting of a total of 4 residential condominium units, shall be designated as affordable and shall be held subject to this Agreement for forty-five(45) years from the date of the close of escrow for the initial sale of each such Restricted Unit built in Tract No. 17716 as follows: (a) The Four (4) Restricted Units,which are commonly known as Unit 16 (Building 3), Unit 17 (Building 4),Unit 32(Building 5), and Unit 40 (Building 7), are further described on Exhibit",'attached hereto, and shall only be owned and occupied by`Moderate- Income Households',which shall mean persons or families earning not more than 120% of the Orange County moderate income,adjusted for household size as determined by the Authority based on statistics published by the United States Department of Housing&Urban Development or established by the State of California,pursuant to Health and Safety Code Section 50093, or a successor statute. (b) These four(4)Medium-Income Restricted Units shall only be sold at an `Affordable Housing Cost'to`2V4oderate-Income Households" (c) "Affordable Housing Cost' shall mean the permitted gross sales price of the Restricted Unit as set forth in the Affordable Housing Price/Income Guidelines or successor guidelines published, from time to time,by the City for such purpose. Generally,those guidelines define Affordable Housing Cost to mean that purchase price which would result in monthly housing payments which do not exceed Thirty-Five Percent(35%) of one hundred ten percent (110%) of the current Orange County monthly moderate income for a household equal to the number of bedrooms in the unit plus one(1)person. (d) The term of this Agreement shall commence on the date of the initial sale of each Restricted Unit to a qualifying purchaser as evidenced by a deed recorded with the Orange County Recordefs Office and shall continue,with respect to each such Restricted Unit, for forty-five(45)years from said date(`Affordability Period). The covenant contained in this Section 1 shall run with the Restricted Unit and shall automatically terminate and be of no further force or effect upon the expiration of the Affordability Period. (e) Purchasers of the Restricted Units identified above shall enter into a promissory note and deed of trust in the forms attached hereto as Exhibit`B'. 2. Transfer of Restricted Unit; Consent of Authority. During the Affordability Period no transfer of any ownership interest in a Restricted Unit shall occur until the City determines: (a) that the proposed purchaser intends to occupy the Restricted Unit as the proposed purchasefs principal residence, 14-4311/114631 2 (b) that the proposed purchaser is a "Moderate" Income Household as provided in Section 1 above, and (c) that the proposed transfer occurs at an Affordable Housing Cost. The escrow instructions and agreement for purchase and sale of a Restricted Unit shall obligate the purchaser of a Restricted Unit to execute, acknowledge and cause to be recorded a Notice of Affordability Restrictions on Transfer of Property, in form attached hereto as Exhibit "C " 3. Time of Construction; Process for Transfer Approval (a) The Restricted Units shall be constructed prior to or concurrent with the primary Project. (b) In the event that the Covenantor (including successors and assigns) desires to sell the Restricted Unit, Covenantor shall send written notice thereof to the City at the following address: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Director of Economic Development Within seven (7) days of receiving such notice, the City shall send Covenantor transfer application forms prepared by the City. Such forms shall contain a certification of the proposed purchaser's intent with respect to his/her/its residency of the Restricted Unit and his/her/its gross income, and an affidavit of the proposed purchaser disclosing and certifying the amount of the proposed purchase price. The City shall not be obligated to approve a transfer unless and until the proposed purchaser has submitted to the City such information and completed such forms. In the interest of expediting the close of escrow for such proposed transactions, the City shall reasonably approve or disapprove such submissions as soon as practicable after submission of such forms, and in no event later than fourteen (14) days after submission of a completed form. Prior to conveyance of the Restricted Unit, each approved purchaser shall also submit to the City an executed disclosure statement which certifies that the purchaser is aware that: (i)the purchaser buying the Restricted Unit may only sell the Restricted Unit at an Affordable Housing cost to a"Moderate" Income Household as provided in Section 1 above, (ii) the maximum permitted sales price may be less than fair market value and (iii) the Restricted Unit must be owner-occupied at all times and cannot be rented or leased. The approved purchaser shall also submit an executed promissory, trust deed, notice documents, and any other documentation required by the City to effectuate the Affordable Housing Program. Covenantor shall cooperate with the City in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the City in connection with only the Covenantor's sale of the Restricted Unit, provided that the Covenantor shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. 144311/114631 3 THE COVENANTOR AND EACH SUCCESSOR,HEIR, OR ASSIGN OF COVENANTOR UNDERSTAND THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO,AND THE ECONOMIC CIRCUMSTANCES OF, THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR AND EACH SUCCESSOR,HEIR, OR ASSIGN OF COVENANTOR FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE TRANSFER PRICE, THE PRIMARY OBJECTIVE OF THE CITY AND THIS AGREEMENT IS TO PROVIDE HOUSING TO j "MODERATE"INCOME HOUSEHOLDS AT AN AFFORDABLE HOUSING COST. C ntor's Initials 4. Non-Discrimination Covenants. Covenantor covenants by and for itself, it successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation,creed, ancestry, national or ethnic origin, age, family or marital status, handicap or disability, in the sale,transfer, use,occupancy,tenure or enjoyment of the Restricted Unit, nor shall Covenantor itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number,use or occupancy of tenants, subtenants,or vendees in the Restricted Unit. Covenantor and its successors and assigns shall refrain from restricting the sale of the Restricted Unit on the basis of race,color,religion, sex, sexual orientation, creed,ancestry, national or ethnic origin, age, family or marital status, handicap or disability, of any person. All such deeds or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clause: (c) 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 i them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color,religion, sex, sexual orientation, creed, ancestry, national or ethnic origin, age, family or marital status,handicap or disability, in the sale, transfer,use, j occupancy,tenure or enjoyment of the land herein conveyed,nor shall the grantee himself or herself or any person claiming under or through him or her,establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." I4-4311 1114631 4 (d) In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, sexual orientation, creed, ancestry, national or ethnic origin, age, family or marital status, handicap or disability, in the sale, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferor himself or herself of any person claiming under or though him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use of occupancy of tenants, subtenants or vendee of the premises." (e) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assignees, and all persons claiming under or though him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation, creed, ancestry, national or ethnic origin, age, family or marital status, handicap or disability, 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 though 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, sublessees, subtenants, or vendees in the premises herein leased." Nothing in this Section 4(e) shall be construed to authorize the rental or lease of the Restricted Unit if such rental or lease is not otherwise permitted. 5. Covenants Do Not Impair Lien. No violation or breach of covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 6. Covenants For Benefit of City. All covenants without regard to technical classification or designation shall be binding for the benefit of the Covenantee and such covenants shall run in favor of Covenantee for the entire period during which such covenants shall be in force and effect, without regard to whether the Covenantee is or remains an owner of any land or interest therein to which such covenants relate. The Covenantee, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any such action at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. The Covenantee alone shall have standing to enforce the covenants herein and no third party other than Covenantee shall have any right to enforce this Agreement. Upon a transfer of all of its interest in a Restricted Unit to a successor Covenantor pursuant to the Agreement, the transferring Covenantor shall be released from any further obligation or liability under this Agreement arising after the date of such transfer. 14-4311/114631 5 7. Counterparts. This Agreement may be executed in a number of counterparts, each of which shall be an original, but all of which shall constitute one and the same document. 8. Applicable Law. (f) If any provision of this Agreement or portion thereof, or the application of any provision to any person or circumstances, shall to any extent be held invalid, inoperative, or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby and it shall not be deemed that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (g) This Agreement shall be construed in accordance with the laws of the State of California. [Balance of this page intentionally left blank] 14-4311/114631 6 IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized as of the date set forth above. COVENANTOR: OLSON URBAN—HUNTINGTON BEACH 2, LLC a Delaware limited liability company By: OLSON URBAN COMMUNITIES, LLC a Delaware limited liability company Sole Member By: OLSON URBAN VENTURES, LLC a Delaware limited liability company Sole Member By: OLSON URBAN HOUSING, LLC a Delaware limited liability company Managing Member By: IN TOWN LIVING INC. a Del Man By: NamTitlefficer By: KZA Name: Mario a Title: Senior VP and CFO 1411311/114631 7 COVENANTEE: CITY OF HUNTINGTON BEACH, a California municipal corporation Mayor v Cit , Jerk A. ROVED AS TO FORM: 4 City Attorney rTIAITED PPROVED: ssistant City pager HUNTINGTON BEACH HOUSING AUTHORITY a public body corporate and politic r `1A L�C`hair V M Authority CCferk AP COVED AS TO FORM: Vw Authority Counsel 14-4311/114631 8 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On f.� 2 c> +� , before me, � . v► rx%-kii� f-e-s o n , a Notary Public, personally appeared �`C 1,4 L4L , who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. [SEAL] SANDRA ANDRESON— Commission# 19 i2 A' i Notary Public-California i Orange County M Comm.Expires Jan 14,2015 Notary Public STATE OF CALIFORNIA ) COUNTY OF ORANGE ) On 1 z- , .2�''y , before me, S��,��w ,c� 7� L , a Notary Public, personal y appeared G2 v- — , who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. [SEAL '' - SANDRA ANDRESQN Notary Public Commission # 1917592 z •d ; Notary Public .California zz Orange County My Comm.Expires Jan 14,2015 14A311/114631 9 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On January 12, 2015 before me, Lisa DW Kennedy, Notary Public, personally appeared Kenneth A. IDomer who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. USA D.W.KEN Ndb�j EDY WITNESS my hand and official seal. < Commission*2006337 Aft 01111"Cft* n. iNo IF 1 2017 Signature(/! (Seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of 06e 6E" ) On � 2D/.5� before me, Date --�- Here Insert Name and Title of the Officer personally appeared )A �O L.• �-� �� Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the perso s whose namq' ' are' subscribed to the within instrument and acknowledged to me that tth y executed the same in his�e h ' authorized capacit ies')and that b bricAae t ei ignatur�s o�strument the persor or the entity upon behalf of which the persor�acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. s P.L.ESPARZA Commission#�2032750 Signature -w- 1 Notary Public-Calfforrria Signa ure of Not0y Public° z 0 Orange County MY Comm.Expires AU2 4,2017 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(lies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association -www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 E3GHBIT"A" Legal Description of Restricted Units in Tract 17716 All that certain teal property in the City of Huntington Beach,County of Orange,State of California,described as follows: Units 16 and 17 on Lot 1 of Tract No. 17716, in the City of Huntington Beach, County of Orange, State of California, as shown on a Map recorded in Book 935, Pages 42 through 45, inclusive, of Miscellaneous Maps in the Office of the County Recorder of Orange County, California, depicted and/or described on that certain Condominium Plan for Coastal Walk - Phase 2 recorded on June 10, 2015 as Instrument No 2015000300849, of Official Records of said County, in the Records of Orange County, California. Units 32 and 40 on Lot 1 of Tract No. 17716, in the City of Huntington Beach, County of Orange, State of California, as shown on a Map recorded in Book 935, Pages 42 through 45, inclusive, of Miscellaneous Maps in the Office of the County Recorder of Orange County, California, depicted and/or described on that certain Condominium Plan for Coastal Walk - Phase 3 recorded on June 10, 2015 as Instrument No. 2015000300850, of Official Records of said County, in the Records of Orange County, California. EXHIBIT`B" Promissory Note and Deed of'Trust (See Attached—Moderate-Income Documents) 144311/114631 Exhibit"B" i L OFFICIAL BUSINESS Document entitled to free recording per ) Government Code §§ 5193 and 26373 ) RECORDING REQUESTED BY: ) Housing Authority ) of the City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn Economic Development ) Dept/Housing Division ) (Space Above for Recorder's Use) PROMISSORY NOTE TO SECURE AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (MODERATE-INCOME) THIS PROMISSORY NOTE(the "Note") is dated this day of , 20_, between (collectively, "Promissor") and the Housing Authority of the City of Huntington Beach("Authority") with reference to the following facts. A This Promissory Note is made in reference to that property in the City of Huntington Beach, County of Orange, State of California, with the street address Huntington Beach, California , and the Assessor's Parcel No. and the Condominium Plan Tract No. 17716, Phase , recorded on as Instrument No (the "Property") B An"Agreement Declaring Conditions, Covenants and Restrictions for Property" was recorded on , 20 , as Instrument Number , in the Office of the County Recorder of the County of Orange, California(the "Resale Restrictions"). Among other things, the Resale Restrictions limit the price that the Property may be sold for to an "Affordable Housing Cost"to "Moderate Income Households,"as those terms are defined in the Resale Restrictions, and further defined in the current Affordable Housing Regulations of the City of Huntington Beach and the Authority Deed of Trust referred to below. C. Concurrently with executing this Note, Promissor has executed a Deed of Trust securing and modifying the Resale Restrictions (the "Authority of Deed of Trust") D Pursuant to the Resale Restrictions, the City has approved the sale of the Property to Promissor at an Affordable Housing Cost. To insure that any further sale, transfer or assignment of the Property to a successor purchaser or in connection with a financing or refinancing of the Property occurs with the City's approval and at an Affordable Housing Cost, 144311/114631 1 the City has required as a condition of the Promissor's purchase of the Property that Promissor execute this Note. AGREEMENT NOW, THEREFORE, the parties agree as follows: I. Incorporation of Recitals. The recitals set forth above are incorporated by reference as though fully set forth herein. 2. Amount of the Note. The Amount of this Note is the "Transfer Price" of the Property, less the "Affordable Housing Cost" as of the date such Amount is due. The Transfer Price shall be determined according to the circumstances that cause the Amount of the Note to become due pursuant to Section 3 of this Note. In the case of the sale of the Property without the City's consent, the Transfer Price shall be the market sales price. In the case of the financing or refinancing of the Property without the City's consent, the Transfer Price shall be the loan amount in excess of the outstanding balance on the First Mortgage that the City previously approved. In all other cases, the Transfer Price shall be the fair market value of the Property as established by the Director of Economic Development of the City pursuant to an appraisal. The term "Affordable Housing Cost" shall be defined according to the current Affordable Housing Regulations as adopted by the City of Huntington Beach. Promissor promises to pay the Amount of this Note when due to the Housing Authority at 2000 Main Street, P.O. Box 190, Huntington Beach, California 92648, or at such other address as Authority may direct from time to time in writing. All sums hereunder shall be payable in lawful money of the United States of America and all sums shall be credited first to interest then due and the balance to principal. 3. Due on Sale, Transfer or Refinancing. Promissor agrees to notify the Authority not less than thirty(30) days prior to (i) the sale or transfer of fee title to the Property or(ii) any financing or refinancing of the Property. This Note shall be due and payable upon(i) such sale or transfer of the Property without the City's consent, (ii)the financing or refinancing of the Property without the City's consent, (iii) Promissor ceases to be an occupant of the Property, or (iv) Promissor is in material default of any other obligation under the Resale Restrictions, or the Authority Deed of Trust which is not cured within any cure period applicable thereto. 4. Expiration of the Note Obligation. In the event that the Amount of this Note is not then due and payable pursuant to the foregoing provisions, then, as of the Forty-Fifth anniversary of the date of this Note, Promissor shall have no obligation to pay the Note Amount to Authority and this Note shall be cancelled and returned to Promissor and shall be of no further force or effect. 5. Default. The entire unpaid Amount of this Note shall be due and payable in full in the event of a default. The following shall be deemed to be an event of default: a. Failure of Promissor to pay any real property taxes or insurance premiums on the Property as they become due following the Authority giving notice of the nonpayment and an opportunity to cure; or 144311/114631 2 b. Any material breach of the Resale Restrictions or the Authority Deed of Trust, following the Authority giving notice of the breach and an opportunity to cure; or C. Failure of Promissor to pay the Note Amount when due following the Authority giving notice of the nonpayment and an opportunity to cure. 6. This Note is secured by a Deed of Trust, dated , to the City of Huntington Beach, as Trustee, executed by Promissor in favor of the Authority. 7. Notice. All payments, notices, consents, waivers and other communications under this Agreement must be in writing and shall be deemed to have been given when(a) delivered by hand, or, (b) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case addressed as set forth below: If to PROMISSOR: If to AUTHORITY: Housing Authority of the City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: City Clerk and, Economic Development Director City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 8. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of California without giving effect to the conflict of laws principles thereof. The parties agree to personal jurisdiction in the State Courts in Orange County, California and specifically waive any claims of forum non conviens. 9. Modification. This Agreement shall not be amended or modified, except in writing, signed by both parties. 10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns under this Note. This Note shall not be assigned without the express written consent of Authority. Dated: , 20 By: 14-4311/114631 3 HOUSING AUTHORITY OF THE CITY OF HUNTINGTON BEACH Dated: 520 By: Deputy Executive Director APPROVED AS TO FORM: Dated: , 20 By: City Attorney 14-4311/114631 4 OFFICIAL BUSINESS ) �� Document entitled to free recording per ) Government Code §§ 6103 and 27383 ) RECORDING REQUESTED BY ) Housing Authority ) of the City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 92648 ) Attn Economic Development ) Dept/Housing Division ) (Space Above for Recorder's Use) DEED OF TRUST WITH ASSIGNMENTS OF RENTS TO SECURE AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (MODERATE-INCOME) THIS DEED OF TRUST is made this day of , 20_, by and between whose address is, Huntington Beach, California 92648 (collectively, the "Trustor") and the CITY OF HUNTINGTON BEACH, a municipal corporation(the "Trustee"), and the HOUSING AUTHORITY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the`Beneficiary"), whose address is 2000 Main Street, Huntington Beach, California 92648, with reference to the following facts A This Deed of Trust is made in reference to that property in the City of Huntington Beach, County of Orange, State of California, described legally in the Legal Description attached hereto as Exhibit"A" and incorporated herein with the street address is Huntington Beach, California and the Assessor's Parcel No and the Plan Tract No. 17716, Phase , recorded on as Instrument No (the "Property") B An"Agreement Declaring Conditions, Covenants and Restrictions for Property" was recorded on , 20_, as Instrument Number , in the Office of the County Recorder of the County of Orange, California(the "Resale Restrictions") Among other things, the Resale Restrictions limit the price that the Property may be sold for to an "Affordable Housing Cost" to "Moderate Income Households," as those terms are defined in the Resale Restrictions, and further defined in the current affordable housing regulations of the City of Huntington Beach and this Deed of Trust C. Pursuant to this Deed of Trust, the Resale Restrictions as applied to the Property are extended to expire forty-five (45) years from the date this Deed of Trust is recorded (the "Expiration Date"), which date is approximately , 20 144311/114631 1 NOW, THEREFORE, TRUSTOR HEREBY irrevocably grants,transfers and assigns, to Trustee, in trust, with power of sale of the Property, together with (a) all buildings, improvements and fixtures, now or hereafter placed thereon, it being understood and agreed that all classes of property attached or unattached used in connection herewith shall be deemed fixtures, (b) rents, issues and profits thereof, (c) any water rights and/or stock which are appurtenant or pertain to said land, and(d) all sums of money payable on the purchase price of the Property secured by a lien thereon or payable under any agreement for the sale thereof, SUBJECT, HOWEVER, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits, and all sums of money payable on the purchase price of the Property secured by a lien thereon or payable under any agreement. A. FOR THE PURPOSE OF SECURING: 1. Payment of the indebtedness evidenced by a promissory note executed by Trustor on , 20_(the "Note"). The Amount of the indebtedness is the "Transfer Price" of the Property, less the "Affordable Housing Cost." The calculation of the Amount of the indebtedness is set forth with specificity in the Note,which is on file with the Economic Development Department of the City of Huntington Beach. 2. Performance of each and every obligation, covenant, promise and agreement of the Resale Restrictions, as amended by this Deed of Trust. B. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: 1. Trustor agrees for itself, and its successors and assigns, and every successor to Trustor's interest in the Property, or any part thereof that for forty-five (45) years from the date this Deed of Trust is recorded (the "Expiration Date"), to perform all obligations due under the Resale Restrictions, as those obligations are restated and modified as set forth below: (a) The Property shall only be owned and occupied by persons or families of "Moderate-Income." "Moderate-Income" shall mean persons or families earning one hundred twenty percent(120%) or less of Orange County moderate income, adjusted for family size. (b) The Property may only be sold at an"Affordable Housing Cost" to households of"Moderate-Income," as those terms are defined in current Affordable Housing Regulations as adopted by the City of Huntington Beach. Generally, those Regulations define Affordable Housing Cost to mean that purchase price which would result in monthly housing payments which do not exceed Thirty-Five Percent (35%) of one hundred ten percent (110%) of the current Orange County monthly moderate income for a household equal to the number of bedrooms in the unit plus one (1) person. In determining monthly housing payments, the City will assume principal and interest payments on a conventional home mortgage after paying a ten percent (10%) down payment. The mortgage interest rate will be the prevailing Fannie Mae thirty(30) year mortgage rate, or a City-selected equivalent. Monthly housing costs will also include homeowner's association dues, utilities, homeowner's insurance, maintenance costs and property taxes. 144311/114631 2 (c) The Trustor shall further comply with the Affordable Housing Guidelines promulgated by the City for purposes of administering the Affordable Housing Program of the City of Huntington Beach. (d) No transfer of fee title to the Property shall occur until the City of Huntington Beach 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 Moderate Income and (c)that the proposed transfer occurs at an Affordable Housing Cost. The City of Huntington Beach shall not be obligated to approve a transfer until and unless the proposed purchaser has submitted to the City of Huntington Beach such information and completed such forms as the City of Huntington Beach shall request to certify the proposed purchaser's intent with respect to its residency of the Property and its gross income, and the proposed purchaser has submitted an affidavit disclosing and certifying the amount of the proposed purchase price. Prior to conveyance of the Property, each approved purchaser shall submit to the City of Huntington Beach 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 Moderate Income person or family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. TRUSTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF TRUSTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. TRUSTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF TRUSTOR FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE BENEFICIARY AND THIS DEED OF TRUST IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS OR FAMILIES AT AN AFFORDABLE HOUSING COST. Trustor Initials Trustor Initials (e) The City of Huntington Beach may impose any conditions on the approval of any transfer of the Property as it determines are reasonably necessary for the effective administration of its Affordable Housing Program. (f) The Covenants contained in this Section I shall nun with the land and shall automatically terminate and be of no further force or effect forty-five (45) years from the date 144311/114631 3 this Deed of Trust is recorded. In any event, this Deed of Trust shall be reconveyed to Trustor upon termination of the Note. 2. Trustor covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status; national origin or ancestry in the sale, lease, sublease,transfer, use, occupancy, tenure, or enjoyment of the said property, nor shall Trustor itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in said property. Trustor and its successors and assigns, shall refrain from restricting the rental or lease (if permitted by Trustor) or sale of said property on the basis of race, color, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee 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, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under to through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color,religion, sex,marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the premises." 14-4311/114631 4 Nothing in this Section 2 shall be construed to authorize the rental or lease of the Property if such rental or lease is not otherwise permitted. 3. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Deed of Trust shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 4. Trustor has made certain representations and disclosures as a requirement under the Resale Restrictions in order to induce Beneficiary to approve the sale of the Property to Trustor. In the event that Trustor has made any material misrepresentation or failed to disclose any material fact regarding said transaction, Beneficiary at its option and without notice to Trustor, shall have the right to declare a material breach of the Resale Restrictions and the Note. Beneficiary may make a written declaration of default and demand for sale as provided in paragraph No. 6 herein set forth. Trustee, upon presentation to it of an affidavit signed by Beneficiary setting forth facts showing a.default by Trustor under this paragraph, is authorized to accept as true and conclusive all facts and statements therein, and to act thereon hereunder. 5. All covenants without regard to technical classification or designation shall be binding for the benefit of the Beneficiary and such covenants shall run in favor of the Beneficiary for the entire period during which such covenants shall be in force and effect, without regard to whether the Beneficiary is or remains an owner of any land or interest therein to which such covenants relate. The Beneficiary, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any action at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants. 6. Upon default by Trustor in the obligations of the Note, in the performance of any obligation under this Deed of Trust or under the terms of any First Lender's Deed of Trust which is or appears to be prior or superior to this Deed of Trust, Beneficiary may declare all sums secured by this Deed of Trust immediately due and payable by delivering to Trustee of a written declaration of default and demand for sale and a written notice of default and election to sell the Property. Default in the payment of any indebtedness secured by this Deed of Trust, in the obligation of the Note, or in the performance of any agreement under this Deed of Trust constitutes a default only under this Deed of Trust and the Note and does not constitute a default under the First Lender's Deed of Trust. Trustee shall cause the notice of default to be recorded. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, and all documents evidencing any additional expenditures secured by this Deed of Trust. After the lapse of such time as then may be required by law following recordation of such notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in such notice of sale, whether as a whole or in -separate parcels, and in such order as it may determine, at public auction to the highest bidder qualified under the Resale Restrictions and this Deed of Trust in lawful money of the United States,payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time 14-4311/114631 5 fixed by the preceding postponement. Trustee shall deliver to such purchaser its Deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recital in such Deed of any matters of fact shall be conclusive of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale. Trustee may also sell at any such sale and as part thereof any shares of corporate stock securing the obligations secured hereby, and Trustor waives demand and notice of such sale. (Beneficiary at its option may also foreclose on such shares by independent pledge sale, and Trustor waives demand and notice of such sale.) After deducting all costs, fees and expenses of Trustee, and of this Trust, including cost of evidence of title in connection with this sale, Trustee shall apply the proceeds of sale to payment, first; all sums expended under the teams hereof, not then repaid, with accrued interest at the rate then payable under the First Lender Deed of Trust secured hereby, and then of all other sums secured hereby, and, if there are any proceeds remaining, shall distribute them to the person or persons legally entitled thereto. 7. Trustor shall keep the Property in good condition and repair; to allow Beneficiary or its representatives to enter and inspect the Property at all reasonable times and access thereto, shall be permitted for that purpose; not to remove or demolish any building thereon; not to make alterations thereto without the consent of the Beneficiary; to suffer or permit no change in the general nature of the occupancy of the Property without Beneficiary's written consent; to complete or restore promptly and in good workmanlike manner any building which may be constructed, damaged or destroyed thereon, including, without restricting the generality of the foregoing, damage from termites and dry-rot; to pay when due all claims for labor performed and materials furnished in connection with the Property and not to permit any mechanic's lien against the Property; to comply with all laws affecting the Property or requiring any alterations or improvements to be made thereon; not to initiate or acquiesce in any zoning reclassification without Beneficiary's written consent; not to commit or permit waste thereon; not to commit, suffer or permit any act upon the Property in violation of the law; to paint, cultivate, irrigate, fertilize, fumigate, prune, and do all other acts that from the character or use of the Property may be reasonably necessary; and to promptly pay all amounts due others upon agreements of lease or conditional sale of all fixtures, furnishings and equipment located thereon. 8. Trustor shall provide, and maintain in force at all times with respect to the Property, fire and other types of insurance as may be required by Beneficiary. All of such insurance shall have a loss payable endorsement in favor of Beneficiary, shall be for a term and in form, content, amount and in such companies as may be satisfactory to Beneficiary, and the policies therefore shall be delivered to and remain in possession of Beneficiary as further security for the faithful performance of these trusts. At least thirty (30) days prior to the expiration of any such insurance policy, a policy or policies renewing or extending such expiring insurance shall be delivered to Beneficiary together with written evidence showing payment of the premium therefore and, in the event any such insurance policy and evidence of the payment of the premium therefore are not so delivered by Trustor to Beneficiary, Trustor by executing this Deed of Trust specifically requests Beneficiary to obtain such insurance and Beneficiary, without obligation to do so, without notice to or demand upon Trustor and without releasing Trustor from any 14-4311/114631 6 obligation hereof, may obtain such insurance through or from any insurance agency or company acceptable to it, pay the premium thereof, and may add the amount thereof to the indebtedness secured hereby, which amount shall bear a like rate of interest. Beneficiary may furnish to any insurance agency or company, or any other person, any information contained in or extracted from any insurance policy delivered to Beneficiary pursuant hereto and any information concerning the loan secured hereby. Neither Trustee nor Beneficiary shall be responsible for such insurance or for the collection of any insurance monies, or for any insolvency of any insurer or insurance underwriter. In case of insurance loss, Beneficiary is hereby authorized either(a)to settle and adjust any claim under the insurance policies provided for in this document without the consent of the Trustor, or(b) to allow Trustor to agree with the insurance company or companies on the amount to be paid upon the loss. In either case, the Beneficiary is authorized to collect and make receipt of any such insurance money. If Trustor is obligated to restore or replace the damaged or destroyed buildings or improvements under the terms of any lease or leases which are or may be prior to the lien of this Deed of Trust and such damage or destruction does not result in cancellation or termination of such lease, such proceeds, after deducting therefrom any expenses incurred in the collection thereof, shall be used to reimburse the Trustor for the cost of rebuilding or restoring the buildings or improvements on said premises. In all other cases, such insurance proceeds shall either be applied for the cost of the rebuilding or restoring the buildings or improvements on said premises. Such buildings and improvements shall be so restored or rebuilt as to be of at least equal value and substantially the same character as prior to the damage or destruction, and shall be in a condition satisfactory to Beneficiary. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. Any and all unexpired insurance shall inure to the benefit of, and pass to the purchaser of,the property conveyed at any Trustee sale held hereunder. All rights of Trustee and Beneficiary under the provisions of this Section 8 shall be subject and subordinate to the rights of any senior lender holding a senior lien upon the Property, including the First Lender's Deed of Trust(as defined below), and, in the event of any conflict between Section 8 of this Deed of Trust and such senior lien, the senior lien shall control. 9. Trustor shall pay: (a) at least ten(10) days before delinquency, all general and special City and County taxes, and all assessments on appurtenant water stock, affecting the Property, (b)when due, all special assessments for public improvements, without permitting any improvement bond to issue for any special assessment, (c) when due, all encumbrances, charges and liens, with interest, on the Property, or any part thereof, which are or appears to be prior to superior hereto, (d) if the security of this Deed of Trust is leasehold estate, to make any payment or do any act required of the Lessee or its successor in interest under the terms of the instrument or instruments creating said leasehold, (e) all costs, fees and expenses of this trust, (f) for any statement regarding the obligation secured hereby any amount demanded by Beneficiary not to exceed the maximum allowed by law therefor at the time when such request is made, (g) such other charges for services rendered by Beneficiary and furnished at Trustor's request or that of any successor in interest to Trustor as the Beneficiary may deem reasonable. 144311/114631 7 10. Should Trustor fail to make any payment or do any act as provided in this Deed of Trust, the Beneficiary or Trustee, but without obligation to do so, and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may (a)make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon the Property for such purposes, (b) commence, appear in, or defend any action or proceeding purporting to affect the security hereof or the property covered by this Deed of Trust, or the rights or powers of Beneficiary or Trustee, (c) pay,purchase, contest or compromise any encumbrance, charge or lien, which in the judgment of either is or appears to be prior or superior hereto, and (d) in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. Trustor agrees to repay any amount so expended on demand of Beneficiary, and any amount so expended may be added by Beneficiary to the indebtedness secured hereby and shall bear a like rate of interest. 11. Trustor shall appear in and defend any action or proceeding purporting to affect the security hereof or the Property which is covered by this Deed of Trust, or the rights or powers of Beneficiary or Trustee, and whether or not Trustor so appears or defends, to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear by virtue of being made a parry defendant or otherwise irrespective of whether the interest of Beneficiary or Trustee in the Property is directly questioned by such action, including any action for the condemnation or partition of said premises, and in any suit brought by Beneficiary to foreclose this Deed of Trust. 12. Trustor shall pay immediately and without demand, all sums expended under the terms of this Deed of Trust by Beneficiary or Trustee, with interest from the date of expenditure at the rate which the principal obligation secured hereby bears at the time such payment is made, and the repayment of such sums shall be secured hereby. 13. Should Trustor or any successor in interest to Trustor in the Property drill or extract, or enter into a lease for drilling or extraction of oil, gas or other hydrocarbon substances or any mineral of any kind or character, or sell, convey, further encumber, or alienate the Property, or any part thereof, or any interest therein in violation of this Deed of Trust or the Note secured hereby, or be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, Beneficiary shall have the right, at its option, to declare any obligations secured hereby irrespective of the maturity date specified in any Note evidencing the same, immediately due and payable, and no waiver of this right shall be effective unless in writing. 14. Any award, settlement or damages for injury or damages to the Property, and any award of damages in connection with any condemnation for public use of or injury to the Property, or any part thereof, is hereby assigned and shall be paid to Beneficiary, who may apply or release such monies received by it in such manner and with the same effect as above provided for the disposition of proceeds of fire or other insurance. All rights of Trustee and Beneficiary under the provisions of this Section 14 shall be subject to and subordinate to the rights of any senior lender holding a senior lien 14-4311/114631 8 upon the Property, including the First Lender's Deed of Trust(as defined below), and, in the event of any conflict between Section 14 of this Deed of Trust and such senior lien, the senior lien shall control. 15. By accepting payment of any sums secured by this Deed of Trust after its due date, or by making any payment, performing any act on behalf of Trustor, that Trustor was obligated hereunder, but failed, to make, or perform, or by adding any payment so made by Beneficiary to the indebtedness secured hereby, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare a default for failure so to pay. 16. At any time, or from time to time, without liability of the Beneficiary or Trustee thereof, and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and the Note secured hereby for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, or the lien of the Deed of Trust upon the remainder of the Property for the full amount of the indebtedness then or thereafter secured hereby, or the rights or powers of Beneficiary or the Trustee with respect to the remainder of the Property, Trustee may: (a) reconvey any part of the Property, (b) consent to the making of any map or plat thereof; (c)join in granting any easement thereon, (d)join in any agreement subordinating the lien or charge hereof. 17. Notwithstanding any other provision herein,this Deed of Trust shall be subordinate to any deed of trust in favor of an institutional lender to secure repayment of a loan to acquire the Property pursuant to a transfer of the Property to a"Moderate Income Household" at an "Affordable Housing Cost" (the "First Lender's Deed of Trust"), provided that such lien is being created in good faith and for value. Notwithstanding anything herein to the contrary, this Deed of Trust shall also be subordinate to any Refinancing (as defined below) of the First Lender's Deed of Trust. The holder of any such senior deed of trust(the"First Lienholder") shall agree to provide Beneficiary with written notice of any default under such senior deed of trust and provide Beneficiary with not less than ninety (90) days thereafter in which to cure such default before proceeding with any foreclosure or deed in lieu of foreclosure with respect to the Property. Any notice delivered to Beneficiary under this paragraph shall be delivered in the manner specified in paragraph 7 of the Note. Upon timely cure of the default under such senior deed of trust and Beneficiary's acquisition, at its election, of Trustor's interest in the Property, Beneficiary shall have the right to assume the loan secured by such senior deed of trust so long as Beneficiary maintains ownership of the Property, and, in that event, so long as Beneficiary continues as Trustor, the First Lienholder shall not exercise any due on sale clause contained in such senior deed of trust. In the event that Beneficiary fails to timely cure a default under such senior deed of trust and the First Lienholder proceeds with foreclosure or a deed in lieu of foreclosure of such senior deed of trust, then any provisions herein shall terminate and shall have no further force or effect on subsequent owners or purchasers of the Property. Beneficiary's Executive Director shall have the authority on behalf of Beneficiary to execute subordination agreements confirming the above subordination in such form as reasonably approved by the Executive Director and Beneficiary's legal counsel consistent with the foregoing 144311/114631 9 provisions. For purposes of this paragraph, "Refinancing"means the execution of any deed of trust in favor of an institutional lender to secure repayment of a loan, the proceeds of which are used only for the purpose of repaying the First Lender's Deed of Trust described above or any successor loan executed in connection with refinancing of the prior encumbrance,provided that the loan is being created in good faith and for value and the amount does not exceed the then outstanding sum secured by the First Lender's Deed of Trust or a successor loan executed in connection with refinancing of the prior encumbrance plus reasonable closing costs associated with the refinancing. Trustor shall notify Beneficiary in writing within three days of receiving any notice of default, delinquency or foreclosure with respect to any lien or agreement (including any defaults under the covenants, conditions and restrictions applicable to the condominium development of which the Property is a part or any default under the First Lender's Deed of Trust) which could potentially affect Trustor's right, title and interest in the Property. Beneficiary shall have the option, but not the obligation, to advance any sums due or take any other actions necessary to stay or cure the default, delinquency or foreclosure, and Beneficiary shall thereafter be entitled to immediately recover from Trustor and Trustor shall immediately pay to Beneficiary any payments,costs and expenses incurred in connection with the stay and/or cure, including but not limited to attorneys' fees and court costs, together with interest thereon at the rate of ten percent (10%) per annum from the date advanced or incurred until the date repaid. 18. The lien hereof shall remain in full force and effect during any postponement or extension of time of payment of the indebtedness secured hereby, or any part thereof. 19. As additional security, Trustor irrevocably assigns to Beneficiary the rents, issues, and profits of the Property for the purposes and upon the terms and conditions set forth below. This assignment shall not impose upon Beneficiary any duty to produce rents from the property affected by this Deed of Trust, or cause Authority to be (a) "mortgages in possession" for any purpose; (b) responsible for performing any of the obligations of the lessor under any lease; or (c) responsible for any waste committed by lessees or any other parties, for any dangerous or defective condition of the property affected by this Deed of Trust, or for any negligence in the management,upkeep, or control of such rights to rents, issues and profits and such assignment is not contingent upon, and may be exercised without possession of, the property affected by this Deed of Trust. Beneficiary confers upon Trustor a license ("License")to collect and retain the rents, issues and profits of the property affected by this Deed of Trust as they become due and payable, until the occurrence of a default hereunder. Upon such default, the License shall be automatically revoked and Beneficiary may collect and retain the rents, issues and profits without notice and without taking possessions of the property affected by this Deed of Trust. This right to collect rents, issues and profits shall not grant to Beneficiary or Trustee the right to possession, except as otherwise provided herein; and neither said right, nor termination of the License, shall impose upon Beneficiary or Trustee the duty to produce rents, issues or profits or maintain all or any part of the Property affected by this Trust Deed. If Trustor shall default as aforesaid, Trustor's right to collect any such money shall cease and Beneficiary shall have the 144311/114631 10 right, with or without taking possession of the property affected hereby, to collect all rents, issues, royalties and profits and shall be authorized to, and may, without notice and irrespective of whether declaration of default has been delivered to Trustee and without regard to the adequacy of the security for the indebtedness secured hereby, either personally or by attorney or agent without bringing any action or proceeding, or by receiver to be appointed by the Court, enter into possession and hold, occupy, possess and enjoy the Property, make, cancel, enforce and modify leases, obtain and eject tenants, and set and modify rents and terms of rents, and to sue, and to take, receive and collect all or any part of the said rents, issues, and profits of the property affected hereby, and after paying such costs of maintenance, operation of the Property, and of collection including reasonable attorneys' fees, as in its judgment it may deem proper,to apply the balance upon any indebtedness then secured hereby,the rents, issues, royalties and profits of the Property being hereby assigned to Beneficiary for said purposes. The acceptance of such rents, issues, royalties and profits shall not constitute a waiver of any other right which Trustee or Beneficiary may enjoy under this Deed of Trust or under the laws of California. Failure of or discontinuance by Beneficiary at any time, or from time to time, to collect any such rents, issues, royalties or profits shall not in any manner affect the subsequent enforcement by Beneficiary of the right, power and authority to collect the same. The receipt and application by said Beneficiary of all such rents, issues, royalties and profits pursuant hereto, after execution and delivery of declaration of default and demand for sale as hereinafter provided, or during the pendency of Trustee's sale proceedings hereunder, shall not cure such breach or default nor affect sale proceedings, or any sale made pursuant thereto, but such rents, issues, royalties and profits, less all costs of operation, maintenance, collection and reasonable attorneys' fees, when received by Beneficiary, shall be applied in reduction of the indebtedness secured hereby, from time to time, in such order as Beneficiary may determine. Nothing contained herein, nor the exercise of the right by Beneficiary to collect, shall be, or be construed to be, an affirmation by Beneficiary of any tenancy, lease or option, nor an assumption of liability under, nor subordination of the lien or charge of this Deed of Trust to, any such tenancy, lease or option. 20. If the security of this Deed of Trust is a leasehold estate, the Trustor agrees that: (a)the term"Lease" as used herein shall mean the lease creating the "leasehold estate" (b) Trustor shall not amend, change or modify his leasehold interest, or the Lease, or agree to do so, without the written consent of the Beneficiary; (c) Trustor will promptly advise Beneficiary regarding any notice, request or demand received by him from the lessor under the Lease and promptly furnish Beneficiary with a copy of any such notice, request or demand; (d) as long as any of the indebtedness secured hereby shall remain unpaid, unless the Beneficiary shall otherwise consent thereto in writing, the leasehold estate shall not merge with the fee title but shall always be kept separate and distinct, notwithstanding the union of said estates in any party; (e) Trustor agrees that it will promptly, strictly, and faithfully perform, fulfill, and comply with all covenants, agreements, terms, conditions and provisions under any lease affecting the premises and to neither do anything, nor to permit anything to be done which may cause modification or termination of any such lease or of the obligations of any lessee or person claiming through such lease or the rents provided for therein or the interest of the lessor or the Beneficiary therein or thereunder. Trustor further agrees he will not execute a Deed of Trust or mortgage which may be or become superior to any leasehold estate that is security for this Deed of Trust. In the event of a violation of any of the covenants set forth in this paragraph, Beneficiary shall have the right, at its option, to declare all sums 14-4311/114631 11 secured hereby immediately due and payable. Consent to or waiver of one of said violations shall not be deemed to be a consent to or waiver of any other violation. If the security for this Deed of Trust is a leasehold estate, the term"property" as used in this Deed of Trust shall be deemed to mean the leasehold estate whenever the context so requires for the protection of the Beneficiary. 21. Trustor waives, to the fullest extent permissible by law, the right to plead any statute of limitations as a defense to any demand secured hereby. 22. Beneficiary may, from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed and acknowledged by Beneficiary and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyances from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties, including but not limited to the power to reconvey the whole or any part of the property covered by this Deed of Trust. Such instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, and the book and page where this Deed of Trust is recorded. If notice of default shall have been recorded, this power of substitution cannot be exercised until after the costs, fees and expenses of the then acting Trustee shall have been paid to such Trustee, who shall endorse receipt thereof upon such instrument. The procedures herein provided for substitution of Trustee shall not be exclusive of other provisions for substitution provided by law. 23. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term"Beneficiary" shall mean the owner and holder, including pledgee, of the Note secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 24. That in the event of a demand for, and the preparation and delivery of a written statement regarding the obligations secured by this Deed of Trust pursuant to Sections 2943 and 2954 of the Civil Code of California, Beneficiary shall be entitled to make a reasonable charge, not exceeding the maximum amount which is permitted by law at the time the statement is furnished. Beneficiary may also charge Trustor a reasonable fee for any other services rendered to Trustor or rendered in Trustor's behalf in connection with the Property of this Deed of Trust, including changing Beneficiary's records, pertaining to this Deed of Trust in connection with the transfer of the Property, or releasing an existing policy of fire insurance or other casualty insurance held by Beneficiary and replacing the same with another such policy. 25. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 14-4311/114631 12 26. Any notice which any party hereto may desire or be required to give to the other party shall be in writing. The mailing thereof must be certified mail addressed to the Trustor at his address hereinabove set forth or to the Beneficiary at his office or at such other place as such parties hereto may designate in writing. [Balance of this page intentionally left blank] 144311/114631 13 THE UNDERSIGNED TRUSTOR REQUESTS that a copy of any notice of default and of any notice of sale hereunder be mailed to him at his address hereinbefore set forth. TRUSTOR Dated: , 20 By: HOUSING AUTHORITY OF THE CITY OF HUNTINGTON BEACH Dated: , 20 By: Deputy Executive Director CITY OF HUNTINGTON BEACH Dated: , 20 By: Assistant City Manager APPROVED AS TO FORM: Dated: , 20 By: City Attorney �JP— i �K 14-4311/114631 14 EXHIBIT"C" Notice of Affordability Restrictions on Transfer of Property (See Attached) 144311/114631 EXHIBIT "C" i V� Recording Requested By s Housing Authority City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from recording fees per Govt Code Sec 6103 NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (Coastal Walk) NOTICE IS HEREBY GIVEN by , owner of the property located at , Unit , Huntington Beach, California 92648, and more particularly described in Exhibit"A" attached hereto (the "Property"), that: 1 The Property is subject to an"Agreement Declaring Conditions, Covenants, and Restrictions for Property (Resale Restrictions)" recorded on , as Instrument Number No in the Office of the County Recorder of the County of Orange, California(the "Resale Restrictions") Among other things, the Resale Restrictions limit the price that the Property may be sold at to an"Affordable Housing Cost" for "Moderate Income Households, as those terms are defined in the Resale Restrictions " 2 The administration of the Resale Restrictions shall be governed by the Affordable Housing Regulations of the City of Huntington Beach as they exist now and may be amended in the future 3 In summary, the term"Affordable Housing Cost," means that the purchase price that would result in monthly housing payments that do not exceed Thirty-Five Percent(35%) of One Hundred Ten Percent(110%) of the current Orange County monthly median income for a three person household In determining monthly housing payments, the City will assume principal and interest payments on a conventional home mortgage after paying a ten percent (10%) downpayment The mortgage interest rate will be the prevailing Fannie Mae or Freddie Mac thirty (30) year mortgage rate, or a City-selected equivalent Monthly housing costs will also include homeowner's association dues, utilities, homeowner's insurance, maintenance costs and property taxes. The effect of relying on prevailing interest rates to determine the Affordable Housing Cost is to make the resale price of the Property sensitive to interest rates For example, if interest rates rise, the resale price will fall, and if interest rates fall, the resale price will rise This could result in the permitted Affordable Housing Cost sales price decreasing below the original purchase price 14-4311/114631 EXHIBIT"C" 5. The Resale Restrictions imposed on the Property are scheduled to expire on the date which is Forty-Five (45) Years from the date of recordation of this Notice. This Notice is recorded for the purpose of providing notice only and,it in no way modifies the provisions of the Resale Restrictions. Dated: , 2014 Dated: , 2014 APPROVED AS TO FORM: City Attorney 14-4311/114631 EXHIBIT"C" Exhibit "A A condominium composed of: PARCEL NO. 1 Unit No. , consisting of certain airspace and surface elements, as shown and described in the Condominium Plan ("Plan") for Coastal Walk located on Lot of Tract , as shown on a Subdivision Map recorded on , in Book , at Pages through , inclusive, of Miscellaneous Maps, in the Office of the Orange County Recorder ("Official Records"), which plan was recorded on as Instrument No. , of Officials Records of Orange County, California. PARCEL NO. 2 An undivided (l/ th) fee simple interest as a tenant in common in and to Module B shown on the Plan and defined in the Declaration referred to below as the "Common Area". EXCEPTING THEREFROM, all oil, gas, minerals, and other hydrocarbon substances lying below the depth of 500 feet without any right to enter upon the surface or the subsurface of said land above a depth of 500 feet, as provided in deeds of record. PARCEL NO. 3 Nonexclusive easements for access, ingress, egress, use, enjoyment, drainage, encroachment, support, maintenance, repairs, and for other purposes, all as may be shown in the Plan, and as are described in the Declaration. PARCEL NO. 4 Exclusive easements appurtenant to Parcels No. 1 and No. 2 described above for use for parking purposes described as Exclusive Use Areas in the Declaration, over portions of Lot of Tract shown and assigned in the Plan. PARCEL NO. 5 An exclusive easement appurtenant to Parcels No. 1 and No. 2 described above, for use for patio, balcony, and fire escape staircase purposes described as Exclusive Use Areas in the Declaration, as applicable, over portions of Lot of Tract as shown, assigned and described in the Plan. SUBJECT TO: 1. The terms and conditions of the "Agreement Declaring Conditions, Covenants and Restrictions for Property (Resale Restrictions)" recorded on , as Instrument Number No. in the Office of the County Recorder of the County of Orange, California(the "Resale Restrictions"). The Resale Restrictions limit the price that 14-4311/114631 EXHIBIT"C" the Property may be sold at to an "Affordable Housing Cost for"Moderate Income Households," as those terms are defined in the Resale Restrictions, and further defined in the Affordable Housing Regulations of the City of Huntington Beach as they exist now and may be amended in the future. 2. The prohibition contained in the Resale Restrictions against discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property. AP # 14-4311/114631 EXHIBIT"C" I. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the j document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of Orange ) On , before me, , a Notary Public, personally appeared , who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy,or validity of that document. State of California ) County of Orange ) On , before me, , a Notary Public, personally appeared , who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 14-4311/114631 Exhibit"A"—Page 3 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of Orange ) On , before me, , a Notary Public, personally appeared ,who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 14-4311/114631 EXHIBIT"C" - -- / DUPLICATE 935 4R SHEET 1 OF 4 SHEETS ACCEPTED AND FLED AT THE ALL OF OF LOTS TRACT NO NUMBERED TRACT N®. 17716 F0U1tt NA OUEST OF TITLE COMPANY NUMBER OF LOTS 1 NUMITS 4 DATE APRIL �L2Ad- NUMBER OF CONDOMINIUM UNITS 45 IN THE CITY OF HUNTINGTON BEACH COUNTY OF ORANGE,STATE OF CALIFORNLA 70E •2S M TEE 1 jam'Q0 BEINGASUaDPASIONOFPORTKMOFLOT2ANDLar4]NM=SOFTRACTNO 86,BNTHECUYOFNUNTINMN N57RIAfENTNOa7DIS1170,2Ia'LII( BEACKAS94OWNGNAMAPFIL INBDOKIOPAGES3SMID36OFmscau BOUSNAPE,INTHEOFFOFTi¢ AREA 2917 AC GROSS e Z55B AC NET C LINTY REC RDER OFORANGE mWMTY,CALD:ORNIA BOOK 235 PAGE 9- 6-A(IAt DATE OF SURVEY 08-14-2013 VINCENTw SUVRPATI RCE.33M HM Namy C&V CONSULTTNO INC AUGUST 14 2013 COMITY aERK-RECYYDER FOR CONDOMINIUM PURPOSES BY EN(INEWS STATEMENT DEPUTY OWNERSHIP CERTIFICATE " THIS MAP WAS PREPARED BY ME OR UNDER NY DIRECTION AND IS BASED UPON A FIELD WE, THE UDFRSONED.BEING ALL PARTIES HAVING ANY RECORD TITLE INTEREST N THE LAD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OF THE SDOVI90N MAP ACT AND LOCAL COVERED BY THIS MAP DO HUM CONSENT TO RE PREPARATION AND RECORDATION OF SAID MAP ORDNANCE AT THE REQUEST OF SANDI GOTNEB ON AUGUST 14 2011 1 HEREBY STATE THAT AS SHOWN WITHIN THE OISmCRLE BORDER LIE ALL MONUMENTS ARE OF THE CHARACTER AND OCCUPY THE POS IIONS INDICATED OR THAT THEY WILL BE SET IN SUCH POSITIONS WITHIN 90 DAYS AFTER ACCEPTANCE OF WE HUM DEDICATE TO THE PUBLIC AN EASEMENT FOR SKEET AND PUBLIC UBUTY PURPOSES IMPROVEMENTS AND THAT SAID MONUMENTS ARE SIIFFIQENT TO ENABLE,IFE SURVEY TO BE OVER AIRPORT aRCLE AS SHOWN WITHIN THE INSTINCTIVE BUM LIE AS SHOWN ON RCS MAP RETRACED I HEREB Y STATE THAT THIS FINAL MAP SUBSTANTIALLY CONFORMS TO THE CONDITIONALLY APPROVED TENTATIVE YAP WE ALSO NOM DEDICATE TO THE CITY OF HUNTINGTON BEACH AN EASEMENT OVER A PORTION OF yAOFEST1pyY LOT 1 FOR PUBLIC WATER FACILITIES AND APPURTENANCES AS SHOWN ON THIS MAP 1 WI s WE ALSO 1R® DEDICATE TO THE Ott OF HUNTINGTON BEACH AN EASEMENT OVER THE'PRIVATE TE—T W � 4R 33520 DATE � WIVE AND FIRE LANE'FOR POLICE FIRE DEPARTMENT AND UERORCY VEHICLE ACCESS PURPOSES LICENSE EXPIRES 6-30-16 WE ALSO HEREBY RELEASE AND RELINQUISH • OP,a/3I/NmA . ALL VEHICULAR ACCESS MONTS M AIRPORT aROE,EXCEPT ATroMPPRROVEDD LOCATI CRY OF ONS GTON MACHcUva 60.+ C4UMTY SURVEYOR S STATEMENT nLW I HEREBY STATE THAT I HAVE EXAMINED THIS MAP AND HAVE FOUND THAT ALL MAPPING OL.SON URBAN-HUNTINGTONBEACH 2,LLC PROVISIONS OF THE SUBDIVISION MAP ACT HAVE BEEN COMPIED VAIN AND I AM A DELAWARE LIMITED LIABILITY COMPANY SATISFIED SAID MAP IS TECHNICALLY CORRECT Or OLSON URBAN COYMUNITES,LL �C DATED THIS DAY OF�2015. MEMBER ICIDFD UABI!]Y COMPANY KEVIN R.HILLS.COUNTY SURVEYOR L.S.No 6617 EXPIRATION DATE 12/31/15 BY OLSCN URBAN LLC A DELAWARE ARE UNTIED ED UABUTY COMPANY MEMBER UAw CRAG AN,CHIEF TY SURVEw)R rEOF CALFO�' BY asTR LIRBAn LAWHOUAE,LNC aTY ENGINEERS STATEMENT A OGRE LIMITED LIABILITY COMPANY MANAGING WREN I HEREBY SEDATE THAT 1 HAVE DOOMED THIS YAP AND HAVE FOUND IT TO DE WN BY IN TO -UMG.INC. SUBSTANTIALLY IN CONFORMANCE WIN THE TENTATIVE MAP AS FILED VAIN AMENDED t A EDAwARE CORPORATION AND APPROVE) BY THE CITY PANNING COMMISSION THAT ALL PROVISIONS OF THE I Y NLAQNG YEHIBER S USIX OO N MAP ACT AND CITY SUBDIVISION REGULATIONS HAVE BEEN COMPLIED WITH BY V!/ � THIS STATEN[ENT WILL TALE EFFECT UPON THE DATE WHICH THE COUNTY OF ORANGE NAME IATURIE APPROVES THE MAP AS TECHNICALLY CORRECT TITS. \AND CEO BY MARIO NAME. DATED THIS 9 DAY OF /nIQMF-" .2DI5 DIO TITRE sR CFO --; j /y �eRDFE55V yE M THOMAS M HERML R.GE 5330D EXPIRATION DATE 08-3&-205 tt! No. CITY ENGINEER * E' BENEFICIARY CITY OF MUN71NGTON BEACH clm. M.S FARGO BANK NATIONAL ASSOCIATION SENEPOARY UNDER!DEED OF TRW RECORDED A�OF GLfO SEPTETBER 10.M14 AS INSTRUMENT NCI 20140R374476 OF OFFICIAL RECORDS Ott CLERKS CERTIFICATE — -A,—,,-J STATE OF CALIFORNIA NAME IOU SOREN aTY OF HUNTINGTON BEACH SS TTE SENOR VICE PRESIDENT COUNTY OF ORANGE I HEREBY CERTIFY THAT INS MAP WAS PRESENTED FOR APPROVAL To THE CITY COUNCL OF THE CITY OF M1OVGTON BEACH AT A REGULAR MEETING THEREOF HELD ON THE/IU`DAY OF f .zW5. AND THAT THEREUPON SAID COUNCIL DID���AN ORDER DULY SSED AND ENTERED APPROVE SAID MAP FOR NOTARY ACKNOWLEDGMENTS I HEREBY ACCEPT THE EASEMENT OVER AIRPORT CIRCLE AS SHOWN WITHIN THE DSTINCTIVE BORDER FOR STREET AND PUBUC UTILITY PURPOSES AS DEDICATED TO THE SEE SHEET 2 OF 4 SHEETS PUBLIC SUBJECT To STREET IMPROVEMENTS CONSTRUCTED IN CONFORMANCE VAIN THE STANDARDS I ALSO HEREBY ACCEPT THE EASEMENT TO THE CITY OF HUNTINGTON BEACH FOR PUBLIC WATER FACAfrS AND APPURTENANCES AS DEDICATED SiGNATl1RE OMISSIONS 1 PURSUANT TO PROVISIONS OF SECTION 66436(cx3)(A)&(C) OF THE SUBUMSION YAP ACT THE I ALSO HEREBY ACCEPT THE EASEMENT OVER THE"PRIVATE DRIVE AND FIRE LANE' FOR FOLLOWING SIGNATURES HAVE BEEN OMITTED POUCH FIRE DEPARTMENT AND EMERGENCY VEHICLE ACCESS PURPOSES AS DEDICATED NINA B.ANDERSON,HOLDER OF AN INTEREST IC OR RIGHTS TO MINERALS,WHICH MAY INCLUDE BUT WHICH I ALSO HEREBY ACCEPT THE VEHICULAR ACCESS RIGHTS TO AIRPORT CIRCLE MAY NOT BE IN=TO OL GAS OR OTHER HYDROCARBON SUBSTANCES RECORDED JANUARY 18.1949 IN RELEASED AND RELINQUISHED BOOK 1788.PAGE 34Z OFRCIAL RECORDS AND DID APPROVE THE SUBJECT YAP PURSUANT To THE PROVISIONS OF SE THE SIGE DITCHES RANCHO COMPANYHSAID HOLDER OF AN EASEMENT FOR AND TO CONSTRUCT RECORDED OR APR 66436(a)(3)(A)OF THE SUBDIVISION YAP ACT DRAINAGE O K91 PAGE 2 R 5 F LAND ( T PL TE OR)RAN THE AWULI?NT LAND RECORDED APRL 18 THIS STATEMENT WILL TAKE ETTECT UPON THE DATE UPON WHICH THE COUNTY OF 1908 AT BOCK 91 PAGE 203 OF DEEDS(NOT PLATYAHly ORANGE APPROVES THE YAP AS TECHNICALLY CORRECT N.C.BRIGHT NIA B.ANDERSON.AND GRACE E.BRIGK HOLDER OF AN EASEMENT FOR PPE LIE �DAY OF � 2015 RECORDED'My 10.1948 AT BOOK 1667 PAGE 190.OFFICIAL RECORDS(POTTED HEREON) DATED TICS JDAN L FOWN CITY OF HUNTINGTON BEACH.HODETL OF AN EASEMENT FOR PUBLIC UP UTY RECORDED DECMBER 206 1993 CITY CLERK OF THE CITY OF HUNTINGTON BEACH AS INSTRUMENT NO 93-08113068,OFFICIAL RECORDS(PETTED HEREON) B CITY CLUM SCUTFERN CAIFOINA CAS COMPANY HOLDER OF AN EASHffNT FOR PPEUIES AND CONTOURS AND INCIDENTAL PURPOSES RECORDED DECE BER 17 2014 AS INSTRUMENT NO 2040005441i5 OFFICIAL RECORDS(NOT PLOTTAB E) qTY pUUNNMG(XIMMISSON CQRTIFlCATE I SCOTT HESS. SECRETARY TT) THE PANNING COMMISSION OF THE CITY OF HUNTINGTON COUNTY TREAaJRER1-DAY(bLCTDR'S[FR11FlG47E IT TO BE FSFB�STAANTIIAALLHY�f SAME A CERTIFYS TTHTEI TENTATIVE MAP TMFILEDMWTH,AND HAVE MD STATE OF CA FOFNIA/ APPROVED BY THE HUNTINGTON BEACH CITY PANNING COMMISSION COUNTY OF ORANGE J\yA DATED S-f—l-�6DAY OF lW,9 / 2015 I HEREBY CERTIFY THAT ACCORDING 70 THE RECORDS OF MY OFFICE,THERE ARE NO INNS \ AGAINST THE LAND COVERED BY RC TO T S MAP OR ANY PART THEREOF FOR UNPAID STALE, SECRETARY HE PANNING COMMISSION COUNTY MUNICIPAL OR LOCAL TAXES OR SPECIAL ASSFSSIENS COLLECTED AS TAXES, EXCEPT TAXES OR SPECIAL ASSFSSWENiS COLLECTED AS TAXES NOT YET PAYABLE AND DO CERTIFY TO THE RECORDER OF ORANGE COUNTY THAT THE PROVISIONS OF THE SUBDIVISION YAP ACT HAVE BEEN COMPUTED WTRH REGARDING DEPOSITS TT)SECURE PAYMENT OF TAXES OR SPECIAL ASSESSMENTS COLLECTED AS TAXES ON THE I"COVEED BY THIS W YAP 1 n DATED 7M5// _ DD AY OF V H SmM L FRUDENRICR BY U -T Cm LuloR