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HomeMy WebLinkAboutSASSOUNIAN CAPITAL VENTURES, INC - 1993-07-19 ppj N- . _ REQUEST FOR CITY 00UNC�I. REDEVELOP MELT ACTION APPROVED BY CITY COUNCIL (}P ED 93-3I 4vncil/Redevelopment te: July 19, 1993J" CM CL Submitted to: Honorable Mayor/Chairman and Agency Members / Submitted by: Michael T. Uberuaga, City Administrator/Executive Dir or r Prepared by: Barbara A. Kaiser, Deputy City Administrator/Ed5hhomic Development Subject: APPROVAL OF DISPOSITION AND DEVELOPMENT AGREEMENT--SASSOUNIAN CAPITAL VENTURES, INC. C R&,L) a *3 Consistent with Council Policy? [X] Yes [ l New Polio or Excephon eA 3�� 3 !fp.►+y Statement of Lssue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments 6M.) STATEMENT OF ISSUE: The Redevelopment Agency owns property in the Talbert-Beach Redevelopment Project Area acquired for the purpose of resale. The attached Disposition and Development Agreement (DDA) and attendant actions will effect this Disposition to Sassounian Capital Ventures, Inc. for the purposes of construction of new ownership housing. RECOMMENDATIONS 1. Conduct the public hearing. 2. Approve attached Notice of Exemption and authorize it's filing with the County Clerk. 3. Approve and authorize the City/Agency Clerk to execute the attached resolutions approving the attached Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and Sassaunian Capital Ventures, Inc. and authorize execution of the DDA by the appropriate Agency officials. a. Approve and authorize the Agency Clerk to execute the attached License Agreement between the Redevelopment Agency of the City of Huntington Beach and Sassounian Capital Ventures, Inc. to permit the developer to use the Agency owned property as a construction staging area prior to its conveyance. 1 • RCAIRAA ED 93-31 July 13, 1993 Page two 5. Appropriate the $25,000 developer deposit to the Redevelopment fund balance in the Talbert-Beach Redevelopment Project Area. 6. Appropriate $750,000 in Redevelopment Housing Set-Aside funds to implement the affordable housing requirements of the project. 7. Authorize execution of the Form of Mutual Release included as Attachment No.12 of the DDA. ANALYSIS: In 1982 the Redevelopment Agency approved an Owner Participation Agreement between the Agency and the Collins-Zweibel Partnership. In anticipation of implementing this agreement, the Agency acquired real property within the Talbert- Beach Redevelopment Project area. Subsequently the Collins-Zweibel Partnership was dissolved by the courts and the assets (the land, improvement plans, and the rights and obligations of the 1982 agreement) were purchased by Bijan Sassounian and partners, doing business as Seaview Village. The attached Disposition and Development Agreement (DDA) will sell the Agency's .72 acre parcel to Mr. Sassounian's current development entity: Sassounian Capital Markets, Inc. The Agency parcel will be incorporated into the project site where the developer will construct 38 new condominium units. Staff has previously brought forth a proposed Disposition and Development Agreement (DDA) between the Agency and "Seaview Village" for this site in April, 1992. After the public hearing was advertised, the developer informed staff that he wished to redesign the project and requested that the hearing be canceled. The developer subsequently prepared a revised design of the project and processed it through the Planning Commission which approved a Conditional Use Permit for the revised project in November, 1992. The attached agreement reflects this design of townhomes over garages. The agreement calls for: AGENCY RESPONSIBILITIES ♦ Agency will buy from City two parcels to complete .72 acre "Agency Parcel" ♦ Agency to sell it's parcel and two remaining "Encyclopedia" lots to developer for $464,000 (which is within ten percent of Keyser Martston's reuse value and therefore considered to be market value) ♦ Agency will reserve $750,000 in Housing Set-Aside funds to provide second trust deeds for moderate income buyers of 25 units RCA/RAA ED 93-31 July 19, 1993 Page three ♦ Agency agrees to spend up to $80,000 towards remediation after developer's initial $20,000 and may cancel the agreement if remediation costs exceed $100,000 DEVELOPER'S RESPO NSTBILITIES ♦ Developer agrees to purchase the .72 acre Agency and Encyclopedia Lots for $464,000 ♦ Developer agrees to build 38 units and reserve 25 of these as affordable for moderate income buyers for 90 days ♦ Project must be of the same quality exhibited in the approved plans ♦ Project must meet all the requirements of the Conditional Use Permit of November 4, 1992 ♦ Developer is responsible for all off-site improvement costs (except for $89,000 in drainage improvements deducted from land sales price) ♦ Developer agrees to post $25,000 deposit with the Redevelopment Agency against it's faithful performance on the Agreement ♦ Developer must procure release of Agency from previous owners: Collins-Zweibel regarding 1982 Participation Agreement FUNDING SOURCE: The project will result in a developer payment to the Agency of$464,000. These proceeds may be used for any Redevelopment purpose and could be used for remediation costs should any be incurred on the subject site. ALTERNATIVES: 1. Do not approve the Disposition and Development Agreement. 2. Direct changes in the Disposition and Development Agreement and continue action to a future date. ATTACHMENTS: 1. Notice of Exemption 2. Resolutions of Approval (Council and Agency) 3. Section 33433 Report and Affordable Housing Analysis 4. Disposition and Development Agreement MTUIBAK/SVK:jar CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK August 10, 1993 County Clerk County of Orange 700 Civic Center Drive West Santa Ana, CA 92701 Attached is a Notice of Exemption - Disposition and Development Agreement between the City of Huntington Beach and Bijan Sassounian (Sea View Village) for filing in your office. Thank you, et'�q�r G � Connie Brockway, City Clerk CB:cc cc: B. Kaiser (Telephone:714-536-5227) F n �"Votice of Exemption Appendix Redevelopment Agency and To: ❑ Office of Planning and Resca.rch From: (Public Agency) f'i ty of Huntington Bea 1400 Tenth ScrCet,Ream 121 2000 ruin Street Sacramento, CA 95814 -- (Address) Hun in ton Beach, CA 92648 fA County Clerk County of _0X_aXU3'P 700 C'-i iti r Santa Ana, CA 92701 Project Title:Dis osition and Development Agreement between the City of Huntington Beach and Bijan Sassounian Sea View Village . Project Location - Specitic:South of Talbert Ave . , west of Joyful Ln and south of Happy Dr. between Jolly and JJoful Lanes . Project Location - City: luntington.. Beach _ Project Location - County: Orange Description of Project:DDb between_ the City of Huntington Beach and Bijan Sassounian _LS convey—Q.75 acre of City Property for purchaso at fair _ _the—deyelgIaezipursuant tQpzovisions of Conditional Use "-'ermit No. 90-12 . Name of Public Agency Approving Project: City of Huntington Beach City Council Name of Person or Agency Carrying Out Project: Stephen Kohler Exempt Status: (check one) ❑ Ministerial (Sec. 21080(b)(1); 15268): ❑ Declared Emergency (Sec. 21080(b)(3): 15269(a)); ❑Emergency Project(Sec. 21080(b)(4): 15269(b)(c)): ❑Categorical Exemption. State type and section number: ❑ Statutory Exempuons. State code number:— XX Other: State Code number: 15061 Reasons why project Is exempt: Thy ,_ As such there is" no possibility that the project will have a significant adverse impact on the environment; therefore, the activity not subject to CEPA. Lead Agency Contact Person: Stephen Kohler Area Code/Telephone/E-xicnsion: (724) 536-5457 if Bled by applicant: I- Attach certified document of exemption finding. 2. Has a notice of exemption been filed by the public agency approving the project? [] Yes ❑ No S!gnaturc: _ cam. mot✓ Date: &_IL-_cj.3 Title: e,)_.2•> �,e� of EGQ-',D&J . 0Signed by L.cad Agency Date received for filing at OPR: ❑ Signed by Applicant Revised October 1989 rl 10B CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION MUNTtWGTON PALM To: Connie Brockway,City Clerk From: Gail Hutton,City Attorney Date: August 10, 1993 Subject: Resolutions Regarding Sassounian Capital Ventures, Inc. As you have requested,this will confirm that the resolutions approving the DDA with Sassounian Capital Ventures, Inc.were changed to reflect the Council's approval of'a Categorical Exemption on the document- The corrected resolutions have been provided to you,and we consider this a technical correction that does not require further Council action. If you have any questions,please contact me or Paul D'Alessandro at x5555. Thank you GAIL HUTTON City Attorney GH/rjI cc_ Paul D'Alessandro,Deputy City Attorney Stephen Kohler, Project Manager r RESOLUTION NO. 3203- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH CONSENTING TO THE APPROVAL OF A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND SASSOUNIAN CAPITAL VENTURES, INC. , AND MAKING OTHER FINDINGS WHEREAS, the Redevelopment Agency of the City of Huntington Beach (hereinafter referred as the "Agency") under the provision of the California Community Redevelopment Law, is engaged in activities necessary for the execution of the Redevelopment Plan for. the Talbert Beach Redevelopment Project (hereinafter referred to as the "Project Area") ; and In order to carry out and implement such Redevelopment Plan the Agency proposes to enter into a Disposition and Development Agreement (the "Agreement") with Sassounian Capital Ventures, Inc. (the "Developer" ) for the development of certain property in the Project Area (the "Site") , all as described in the Agreement; and The Agency and the City Council of the City of Huntington Beach have conducted a duly noticed joint public hearing regarding the proposed disposition of real property in accordance with California Health and Safety Code Sections 33431 and 33433; and The 33433 report pertaining to the Agreement has been on display prior to the joint public hearing in accordance with Section 33433 of the Colifornia_ Health and Safety Code; and The city has duly considered all terms and Conditions of the proposed Agreement and believes that the development of the Site 6/24/93 :428 : sg -1- Res. No. 310_ pursuant to the subject Agreement is in the best interests of the City and health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local law requirements; and "The city has received and considered the report of said Agency staff on the proposed development to be carried out pursuant to said Agreement, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach as follows : SECTION 1. The Environmental Determination (Categorically Exempt) prepared with respect to the Agreement (and all undertakings pursuant thereto) indicates that the proposed development will not have a significant effect on the environment , and is hereby certified. SECTION 2. The city approves the Agreement and consents to the Agency' s disposition of real property owned by the Agency pursuant to the Agreement . The Mayor and the City Administrator are authorized and directed to execute such documents as may be necessary and proper to implement the Agreement. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on this 19th day of July 1993 . Mayor AT ST: APPROVED AS TO FORM: City Clerk i t y torney L- RE .WED AND OY INITIATED AND APPROVED: City AdmKnMrator Director of Economic Development 6/24/93 :428 : sg -2- Res. No. 3203 STATE OF CALIFORNIA COUNTY OF ORANGE ss: CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a regular meeting thereof held on the 19th day of July 19 94 by the following vote: AYES: Councilmembers: Robitille, Bauer, Moulton-Patterson, winchell, Silva, Sullivan, Leipzig NOES: Councilmembers: Pone ABSENT: Councilmembers: None My Clerk and ex-o ici e-r of the City Council of the City of Huntington Beach, California RESOLUTION 243 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND SASSOUNIAN CAPITAL VENTURES, INC. , AND MAKING OTHER FINDINGS WHEREAS, the Redevelopment Agency of the City of Huntington Beach (the "Agency" ) is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Talbert Beach Redevelopment Project (the "Project Area") ; and In order to carry out and implement such Redevelopment Plan the Agency proposed to enter into a Disposition and Development Agreement (the "Agreement") with Sassounian Capital Ventures, Inc . , (the "Developer" ) for the development of certain property in the Project Area (the "Site") , all as described in the Agreement; and The Developer has submitted to the Agency and the City Council of the City of Huntington Beach copies of said proposed Agreement in a form executed by the Developer; and The Agency and the City Council of the City of Huntington Beach have conducted a duly noticed joint public hearing regarding the proposed disposition of real property in accordance with California Health and Safety Codes Sections 33431 and 33433 ; and The 33433 report pertaining to the Agreement has been on display prior to the joint public hearing in accordance with Section 33433 of the California Health and Safety Code; and 06/24/93 :429 : sg -1- Res. [4J r � .The Agency has duly considered all terms and conditions of the proposed Agreement and believes that the redevelopment of the Site pursuant thereto is in the best interests of the City of Huntington Beach and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements, NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of Huntington Beach, as follows : SECTION 1. The Environmental Determination (Categorically Exempt) prepared with respect to the Agreement (and all undertakings pursuant thereto) indicates that the proposed development will not have a significant effect on the environment, and is hereby certified. SECTION 2. The Agency recognizes that it has received and heard all oral and written objections to the proposed Agreement and to the proposed development of the Site and to any other matters pertaining to this transaction, and that all such oral and written objections are hereby overruled. SECTION 3 . The Chairman of the Agency is hereby authorized to execute the Agreement on behalf of the Agency. A copy of the Agreement when executed by the Agency shall be placed on file in the office of the Agency Clerk. SECTION 4 . The Executive Director of the Agency (or his designee) is hereby authorized, on behalf of the Agency, to sign all documents necessary and appropriate to carry out and implement the Agreement and to administer the Agency' s 06/24/93 : 429 : sg -2- Res. 243 obligations, responsibilities and duties to be performed under the Agreement and related documents . REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH J� � Chairman - ATTEST: APPROVED AS TO FORM: &�w Agency Clerk 53ency Attorney REVIEWED AND APPROVED: INITIATED AND APPROVED: Executive Director Director of Economic Development PASSED AND ADOPTED BY THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ON JULY 19, 1993. 06/24/93 :429 : sg -3- s Res. No. 243 STATE OF CAI.IPTNIA ) a)bwY of oRANGE ) CITY OF H[xdPIP]G" M BEACH) I, OIIE MM31 lY, Cleric of the Redevelopment Agency of the City of Hm*ington Beach, California, M HU(MY CWIFY that the foregoing resolution was duly adopted by the Redevelcp mnt Agency of the City of Hw*Angton Heads at a meeting of said Redevelopment Agency bell on the 19th day of July , 19 93, and that it was so adopted by the following Vote: AYES: Members: Robitaille, bauer, moulton-Patterson, Winchell, Silva, Sullivan,Leipzic NOES: Members: None AASM: Members: None Clerk of the k3dievelppmeW Agency of the City of Huntingtm Beach, Ca. R CE1VED SECTION 33433 JUN 5 l i'1 FJ3 of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW an a DISPOSITION AND DEVELOPMENT AGRZIMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and BAS8OtMXAN CAPITAL VENTURES* INC. I+ INTRODUCTION The California Health and Safety Code, Section 33433 , provides that if a redevelopment agency wishes to sell or lease property to which it holds title and if that property was acquired in whole or in part with property tax increment funda, the agency must first secure approval of the proposed sale or lease agreement from its local legislative body (City Council) after a public hearing. A copy of the proposed sale or lease agreement and a summary report that describes and contains specific financing elements of the proposed transaction shall be available for public inspection prior to the public hearing. As contained in the Code, the following in- formation shall be included in the summary report: 1. The cost of the agreement to the agency, including land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be provided by the agency, plus the expected interest on any loans or bonds to finance the agreements; 2 . The estimated value of the interest to be conveyed or leased, determined at the highest uses permitted under the plan; and 1 3 . The purchase price or sum of the lease payments which the lessor will be required to make during the term of the lease. If the sale price or total rental amount is leas than the fair market value of the interest to be conveyed or leased, determined at the highest and best use consis- tent with the redevelopment plan, then the agency shall provide as part of the summary an explanation of the reasons for the difference. This report outlines the salient parts of the Disposition and Development Agreement (the "Agreement") which provides for the sale of property owned by the Redevelopment Agency of the City of Hun- tington Beach ( "Agency" ) to 6assounian Capital Ventures ("Developer") for the purpose of constructing 38 condominium units, 25 of which are reserved for moderate income households. This report is based upon information contained in the proposed Agreement and is organised into the following four sections: 1. Description of tha Pronoegd AaraeZent - This section in- cludes a description of the site and interests to be sold, the proposed development and the major respon- sibilities of the Agency and the Developer. 2 . get of&be hgg2bgnt�Zo thaAg - This section out- lines the cost of the Agreement to the Agency. In addi- tion, it discusses the land payment to be paid by the Developer to the Agoncy, provides a projection of property tax increment revenues resulting from the new development and sets forth the net cost of the Agreement to the Agency. The net cost to the Agency equals Agency expenditures minus any developer land payments, the value 2 of the tax increment revenues generated by the new development and any other resources pledged to the pay- ment of related expenses. 3. EBtimated value of Z;L._IntgXasta t .1M--Sold - This sec- tion summarizes the Agency appraisal of the value of the site to be sold to the Developer. 4. ase Price and Reasong Therefor• - This section describes the purchase price to be paid by the Developer to the Agency. It also contains a comparison of the pur- chase price and the fair market value at the highest and beat use consistent with the redevelopment plan for the interests conveyed. It. DRACRIPTION of M *ROPOsaD AGREE ENT A. Sits and Interest to be gold The site consists of approximately 2 .0 acres (net of dedicated street area) south of Talbert Avenue on the west-side of Joyful Lane. Currently, the site is unimproved and surrounded by residen- tial uses to the south and west, and commercial uses to the east and north across Talbert Avenue. The portion of the site to be conveyed by the Agency is a . 72 acre (31,420 square feet) parcel along Talbert avenue. additionally. the "encyclopedia" parcels and a landscaping strip totaling 3,750 square feet will be acquired by the Agency to complete the assemblage of the subject site, 3 UO-��-1UbJ 1 I:11 c'1.3 b2�' S��D4 f<tYSCH I'1HK5 1 UIV H55 U1... t'.U5 H. The Pro»osed Developmgnt The proposed development is a 38-unit townhouse project, which equates to a density of 19 units per gross acre. Twenty-five of the units must be sold to moderate income households, with the remaining 13 units being sold at market rates. C. Agency Responsibilities. The Agency responsibilities can be summarized as follows: 1. The Agency must purchase the 5,500 square font parcel currently owned by the City to be assembled with the 25,920 square foot Agency-owned parcel. The assembled parcel consists of .72 acres of land area. 2. The Agency must provide the .72 acre site in a reasonable time period free and .clear of recorded encumbrances, as- sessmenta , leases , subleases , possesory rights , franchises, licenses and taxes, except as set forth in the Agreement. This property will be conveyed to the Developer at a price of $416,781. 3. The Agency must acquire the residual "encyclopedia" par- cels and a landscaping strip totaling 3,750 square feet. These parcels must be conveyed to the Developer at a price of $47,219. 4. The Agency must provide a maximum of $750,000 in Housing Set-Aside Fundb for the purpose of funding silent second trust deed loans on the: 25 affordable units. 4 The Developer's responsibilities under the Agreement are as fol- lowss 1. The Developer shall purchase the .72 acre, and the residual parcels for $464,000. 2. The project must consist of 38 units, of which 25 must be affordable for ! modarate income households. The affor- dable unite must be offered solely to moderate income households during the first 90 days of the selling period. 3. The quality level of the construction must be consistent with the high quality level implied in the site plan and elevations provided by MoLnrand, Vasquez & Partners, Inc. $ the project architects. 4. The project must meet all of the requirements contained in the Conditional Use permit revised on November 4, 1992 . 5. The Developer is responsible for all off-site improve- ments costs associated with the project, except as noted in the Agreement. 6. The Developer must meet all other conditions and require- ments contained in the Agreement. 5 III. Co9T of THE AGREEKMiT To THE AGENCY The total cost of the agreement to the Agency is presented, as well as the net costs of the project after consideration of project revenues. Both the total and net cost of the Agreement are presented in terms of absolute dollar amounts generated over the remaining term of the redevelopment project area, and also in terms of the present value of expenditures and receipts resulting from implementation of the Agreement. The present value of expenditures and receipts has been computed using an assumed discount rate, which varies depending upon the risk associated with each of the revenue streams. The difference between the present value of ex- penditures and the present value of receipts constitutes the not present value cost of the Agreement to the Agency. This net cost can be either an .actual cost (where expenditures exceed receipts) or a net gain (where revenues created by implementation of the Agreement exceed expenditures) . A. Total Costs to the Agency The cost of the Agreement to the Agency is estimated at $1,202,000 in absolute dollars or $1, 368, 000 in present value terms. The basis of this estimate is presented below: 1. The Agency must purchase three residual parcels on the site, which total 3,750 square feet. One of the parcels is embedded in the Agency controlled land along Talbert Avenue and the two other parcels are located elsewhere on the site. Staff has budgeted $60,000 for total acquisi- tion costs. 2. Through a series of acquisitions made from 1963 to 1987 the Agency currently controls 25, 920 square feet of the site to be conveyed. The total cost of these acquisi- 6 tions was $286, 000, while the present value, assuming these funds could have instead been invested at 8% inter- est, equals $452,000. 3 . The 5,500 square foot balance of the site to be conveyed to the Developer is owned by the City of Huntington Beach. The Agency has agreed to purchase the City par- cels at the fair market value, which is estimated at $106,000. 4. in order to make the 25 restricted units affordable, the Agency will use a maximum of $750, 000 Housing Sat-Aside Funds to provide second trust deeds at a below market in- terest rate. B. Agency Revenues The Agency revenues created as a result of implementation of the Agreement are estimated at $4.07 million in terms of absolute dol- lars and $.1. 62 million in present value terms. These revenues in- clude the following: 1. Developer Land Payment The Developer has agreed to purchase the . 72 acre site, and the residual parcels for $464,000. 2. Repayment of Second Trust Deeds As stated previously, the Agency is providing up to $750, 000 in Housing Set-Aside Funds to be used for second trust deeds on the affordable units. In making the loans, the Agency will receive 5% simple interest, with interest and principal payable at the and of 20 years. 7 If owners sell their unite prior to year 20, the Agency will be repaid for the second trust deed plus a percent- age of any appreciation above the original purchase price. The percentage of equity participation the Agency receives depends on the year of the sale and is based upon a schedule included in the Agreement. To estimate the revenues repayment of the Agency loans will generate, it was assumed that the loans would be repaid in year 21 and, thus, the Agency would receive no equity participation. This scenario was analysed because it provides the most conservative estimate of Agency revenues, and also because it is not possible for Agency staff to accurately project future housing prices or when the units would actually be sold. Assuming the $750,000 in loans is repaid in year 21, the total revenue the Agency will receive is $1, 500, 000, which has a present value of $322,000 when discounted at 8t. 3. Property Tax increment Revenue Another source of revenue to the Agency is property tax increment, which is the incremental increase in property tax revenue above the current basis. It is estimated that the condominiums will have an assessed value of $7,8770000 when all units are sold. The currant assessed value of the site is $672 ,000 and thus, the incremental value of the project is $7,205,000. Assuming a tax rate of 1. 14%, housing set-asides equal to 20%, and a 2% an- nual increase in the assessed value over the remaining term of the project area, the project should produce tax increment totaling approximately $2, 105, 000. The present value of the property tax increment generated by the project is $833,000. 8 1 C. Comparison of Eu2ndituran and Revenues A comparison of the expenditures and revenues discussed above results in the following tabulation: Total Dollars present Value Over 25 Years Over 25 Years rrr-rrrrsrsr rr -------- Total Agency Revenues $ 4,069,000 $1,6190000 Lass: Agency Casts 1/2020000 2, 368,000 rr r r rr rrrr r rrrr�rrr Net Gain (loss) $ 2,867, 000 $ 2510000 The analysis above indicates that as a result of implementation of the Agreement, the Agency can expect to realize a gain over the 25- year period of over $2 .87 million in absolute dollars. On a present value basis, project revenues exceed project costa by $251, 000. These gains do not include the present value of any equity participation the Agency may receive. IV. R8TZXATSD VALOII Of XNTAASSTS TO HS SOLD The value of the interest to be conveyed has been computed at its highest and beet use under the zoning codes and general plan of the city : and the redevelopment plan. In a reuse analysis dated June 221 1993, Keyser Marston Associates, Inc. has estimated that a low to medium density townhome development would generate a land value of $598,000 for the subject site. 9 v. PURQUsD PRICP AND REAeo3i8 TSIRM OR In implementing the City's Housing Element, the Agency is required to provide affordable housing. To accomplish this goal, the Agency has required that the Developer of this project provide 35 units affordable to moderate income households. In a rouse analysis prepared in June 33 , 1993, Keyser Marston Associates, Inc. deter- mined the fair reuse value of the Agency parcel, given all of the project considerations, to be 6598, 000. After consideration of $S9,0o0 in off-sites/infrastructure improvements constructed by the Developer, which qualify for an Agency off-sites program, the net rouse value way► estimated at $509,000. This value is within lot of the land price sot forth in the Disposition and Development Agree- ment. Therefore, it was concluded that the Agency is receiving fair compensation for the parcel being conveyed. 10 Key serMarstonAssociatesInc. Richard L.Botti 500 South Grand Avenue,Suite 1480 Calvin E.Hollis,II Los Angeles,California 90071 Kathleen H.Head 213/622-8095 Fax 213/622-5204 SAN DIEGO 619/942-0380 Heinz A.Schilling SAN FRANCISCO 415/398-3050 Timothy C.Kelly A.Jerry Keyser Kate Earle Funk Robert J.Wetmore Michael Conlon Denise E.Conley June 22 , 1993 Mr. Stephen Kohler Project Manager Department of Economic Development/Redevelopment City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Dear Stephen: In accordance with your request, Keyser Marston Associates, Inc. (KMA) has revised its economic analysis of the proposed 38-unit townhouse project located near the intersection of Talbert Avenue and Beach Boulevard in Huntington Beach. The primary purpose of this revised analysis is to update the reuse valuation, which was originally prepared by KMA in August, 1991. In addition, this analysis quantifies the financial impact associated with imposing moderate income restrictions on 25 of the units in the project. BACKGROUND The developer currently owns several parcels south of Talbert Avenue on the west side of Joyful Lane. At the present time, the developer wishes to acquire the adjacent .72 acre site, of which 25, 920 square feet are owned by the Huntington Beach Redevelopment Agency and 5, 500 square feet are owned by the City of Huntington Beach. In addition, 4-he developer wishes to gain clear title to parcels totaling 3 , 750 square feet currently defined as encyclopedia parcels and a landscaping strip. The development site examined in this analysis totals approximately 2 . 0 acres. The developer is proposing to construct a 38 unit townhouse project on the two acre site, which equates to a density of 19 units per acre. In addi.}ion, as a part of the agreement with the Agency, the developer will set-aside 25 of the units for moderate income households. In return for the developer restricting the units as Real Estate Predevelopment&Evaluation Services Mr. Stephen Kohler June 22, 1993 Page 2 affordable, the Agency has agreed to provide a total of $750, 000 in silent second trust deed assistance to the moderate income home purchasers. ANALYSIS As the first step in the analysis, KMA determined the reuse land value supported by the proposed townhouse project, assuming all 38 units are sold at market rates. The second component of the analysis quantifies the net decrease in value associated with requiring 25 of the units to be set-aside for moderate income households. 1. Reuse Land Value Development Costs The pro forma analysis is based on the following cost assumptions: 1. Twelve one-bedroom units would contain 1,298 square feet of living area, 12 two-bedroom units would contain 1, 358 square feet of living area, and 14 two-bedroom units would contain 1, 694 square feet of living area. 2 . Estimated direct construction costs include shell costs of $46 per square foot of building area, which includes the cost of attached garages. Also included in the direct costs estimate are off-site costs of $39, 000 for the construction of a storm drain, $247, 000 for landscaping/on-sites costs ($6, 500 per unit) , and an amenities allowance of $85, 000. 3 . Indirect costs are based on percentage of direct costs, with the exceptions of City permits and fees costs, security during construction, marketing/sales office costs, model decoration costs and cost of sales. 4. City permits and fees costs are estimated at $10, 000 per unit, as provided by City staff. 5. A $25, 000 allowance is provided for security during construction. 6. Marketing related costs are estimated at $577, 000, which includes direct marketing costs, model decoration costs and cost of sales. 7 . For the purposes of calculating interest during the construction and absorption period, the project is assumed to sell at an average rate of three units per month. The total KeyserMarstonAssociatesInc. Mr. Stephen Kohler June 221, 1993 Page 3 construction and absorption period is estimated to span 25 months. Based on these assumptions, total costs, excluding land but including sales/closing costs, are estimated at approximately $5.2 million, as shown in Table 1. Sales Proceeds The developer has estimated market rate sales prices of $189,900 for the one-bedroom units, and two-bedroom unit prices ranging from $209 , 900 to $219,900. On a per square foot basis, the anticipated sales price range from $130 to $154 per square -foot. To assist in determining if these estimated sales prices reflect the currently achievable market values for units at the subject site, KMA performed a sales survey of new one- and two-bedroom condominiums at non-beach locations in the City of Huntington Beach (Table 2) . The results of this survey indicate that there has been very little recent construction activity. Moreover, the new projects currently being sold on the marketplace are experiencing extremely protracted absorption periods. As can be seen in Table 2 , the one-bedroom units being sold are currently achieving a value of nearly $193, 000, while the two- bedroom units range in price from $225, 000 to $250, 000. However, these projects are only achieving an average absorption rate of . 5 units per week, or 2 units per month. To achieve a more typical absorption rate, it would be necessary to significantly decrease the units' asking price. - The 'developer's projected sales prices for the proposed units range from 2% to 10$ lower than the asking prices for the surveyed units. However, given the currently seriously constrained market conditions, it does not appear that the developer's sales price projections are overly conservative. As shown in Table 3, if the developer's sales price estimates are accepted, the project's gross sales revenues total nearly $7. 9 million. Residual Land Value Based on the preceding costs and income assumptions, KMA calculated the supportable land value for the entire 2 .0 acre site. Allowing the developer a threshold return of 15% on costs (approximately 13% return on value) , the residual land value is $1.86 million, or approximately $49, 000 per unit. Assuming the City/Agency-owned parcels total .72 acres, the value on a pro rata basis is $598, 000. After deducting $89, 000 in extraordinary off-site improvements constructed by the developer, which qualify for an Agency off-sites program, the net value of the Agency parcel is $509 ,000. KeyserMazstonAssociatesinc. Mr. Stephen Kohler June 22 , 1993 Page 4 2. Impact of Income Restrictions In addition to determining the fair reuse value of the City/Agency- owned parcel, KMA determined the economic impact associated with setting-aside 25 of the units for moderate income households. To determine the maximum affordable price of the moderate income units, KMA utilized the California Health and Safety Code Section 50052 . 5 definition, which allows moderate income units to be sold to any household earning between 81% and 120% of the Orange County median income level. Based on the affordability standard set forth in the State law, the housing prices for the moderate income households are set at 110% of the County median income, as adjusted for household size. However, at the Agency's discretion, home buyers with household incomes within the range of 110% to 120% of the County median can be required to pay an affordable housing price based on their actual income. Based on the Health and Safety Code standards, the affordable housing prices are calculated assuming two persons per one-bedroom unit and three persons per two-bedroom unit. As shown in Table 5, the supportable housing prices for the townhouse units, if the pricing is based on 110% of the median income, are $146,400 for the one-bedroom units and $169, 200 for the two-bedroom units. Based on these established prices, the total impact of the income restrictions is to reduce the gross sales proceeds to slightly under $6.8 million, as shown in Table 6. This represents a $1. 1 million decrease in sales revenues from the all market rate scenario. In assessing the net impact on the development economics, it is important to note that there are cost savings that a developer could anticipate receiving by virtue of developing income restricted housing. These savings are related primarily to the fact that income restricted units typically will be sold more quickly than the higher priced market rate units, and thus the developer's interest costs are reduced due to a shorter absorption period. Additionally, the achievement of cost savings should result in a reduced developer threshold profit. When these factors are taken into account, the net affordability gap is reduced from $1. 1 million to $1. 03 million, as shown in Table 7 . Appendix A presents the supportable housing values for the townhouse units assuming the moderate income units are priced at an affordable level for households earning 120% of the median income level. As can be seen in Appendix A, the net affordability gap, assuming all 25 units are sold to households at this income level, is approximately $353, 000. Key serMarstonAssociatesInc. Mr. Stephen Kohler June 22, 1993 Page 5 The affordability gap analysis indicates that it will not be possible to restrict the pricing on all 25 moderate income units to the affordable level at 110% of the median income if the Agency assistance is limited to $750, 000. Based on the current estimates, it will be necessary to allow 11 units of the moderate income units to be sold to households earning 120% of the median income. The remaining 14 units can be sold to any qualifying moderate income household earning between 81% and 120% of the County median. We appreciate this opportunity to be of assistance, and we are available to answer any questions that may arise. Yours truly, KEYSER MARSTO/N'AS/SLOCIATES, INC. Kathleen H. Head KHH.•/p 93417.HTS 14066.0040 KeyserMarstonAssociatesInc. TABLE 1 ESTIMATED CONSTRUCTION COSTS 38 CONDOMINIUM UNITS BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA DIRECT COSTS BUILDING SHELL 55,588 SF $46.00 /SF $2,557,000 ATTACHED GARAGES INCLUDED IN SHELL 0 AMENITIES/RECREATION ALLOWANCE 85,000 OFF-SITE IMPROVEMENTS ALLOWANCE 39,000 ON-SITES/LANDSCAPING 38 UNITS $6,500 /UNIT 247,000 fiOTAL DIRECT COSTS 928,D00" .. . $2 INDIRECT COSTS ARCHITECTURE&ENGINEERING 4.0% DIRECT COSTS $117,000 PERMITS&FEES 38 UNITS $10,000 /UNIT 380,000 TAXES&INSURANCE 1.5% DIRECT COSTS 44,000 LEGAL&ACCOUNTING 1.5% DIRECT COSTS 44,000 DEVELOPMENT MANAGEMENT 2.0% DIRECT COSTS 59,000 CONTINGENCY 3.0% DIRECT COSTS 88,000 SECURITY DURING CONSTRUCTION ALLOWANCE 25,000 MARKETING/SALES OFFICE ALLOWANCE 100,000 MODEL DECORATION(NET OF RECAPTURE) 38,000 TOTAL INDIRECT COSTS $895 000' FINANCING COSTS FINANCING FEES 2.5 POINTS $118,000 INTEREST DURING CONSTR&ABSORPTION 11.0% BLENDED RETURN 808,000 70TAL FINANCING:COSTS $926 000 COST OF SALES $439 000:<; TOTAL CONSTRUCTION COSTS $5:>188 OQO;; PREPARED BY KEYSER MARSTON ASSOCIATES,INC. FILE NAME:4BIJAN:JUNE 1993: RLW TABLE 2 SALES SURVEY OF NEW CONDOMINIUM UNITS BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA DATE YEAR SQUARE PRICE ADDRESS PRICE SOLD BUILT BEDROOM BATHS FEET PER SF ONE-BEDROOM: THE VILLAS $192,900 4/93 1991 1 2 1,080 $179 THE VILLAS 192,900 1/93 1991 1 2 1,080 179 THE VILLAS 189,900 10/92 1991 1 2 11080 176 THE VILLAS 189,900 7/92 1991 1 2 1,080 176 THE VILLAS 187,900 4/92 1991 1 2 1,080 174 THE VILLAS 185,900 2/92 1991 1 2 1,080 172 TWO-BEDROOM: SEACLIFF PALMS $224,900 4/93 1993 2 2.5 1,519 $148 SEACLIFF PALMS 249,900 4/93 1993 2 2.5 1,846 135 THE VILLAS 235,900 4/93 1991 2 2 1,335 177 THE VILLAS 241,900 4/93 1991 2 2 1,500 161 THE VILLAS 235,900 1/93 1991 2 2 1,335 177 THE VILLAS 241,900 1/93 1991 2 2 1,500 161 THE VILLAS 239,900 10/92 1991 2 2 1,500 160 THE VILLAS 232,900 10/92 1991 2 2 1,335 174 THE VILLAS 239,900 7/92 1991 2 2 1,335 180 THE VILLAS 232,900 7/92 1991 2 2 1,500 155 THE VILLAS 229,900 4/92 1991 2 2 1,335 172 THE VILLAS 236,900 4/92 1991 2 2 1,500 158 THE VILLAS 236,900 2/92 1991 2 2 1,500 158 THE VILLAS 229,900 2/92 1991 2 2 1,335 172 CATHEDRAL POINTE 239,950 12/91 1991 2 2.5 1,641 146 CATHEDRAL POINTE 229,000 12/91 1991 2 2.5 1,672 137 CATHEDRAL POINTE 229,950 12/91 1991 2 2.5 1,379 167 SOURCE: CALIFORNIA MARKET DATA COOPERATIVE FILENAME: CONDOSVY: JUNE, 1993; EJH TABLE 3 SALES REVENUES PROJECTION 38 MARKET RATE CONDOMINIUM UNITS BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA MARKET RATE 1 BEDROOM 12 UNITS $189,900 /UNIT $2,279,000 2 BEDROOM 12 UNITS $209,900 /UNIT 2,519,000 2 BEDROOM 14 UNITS $219,900 /UNIT 3,079,000 GROSS SALES PROCEED $,7 877,D00 PREPARED BY KEYSER MARSTON ASSOCIATES,INC. FILE NAME:4BIJAN:JUNE 1993: RLW TABLE 4 RESIDUAL LAND VALUE 38 MARKET RATE CONDOMINIUM UNITS BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA GROSS SALES PROCEEDS $7,877,000 (LESS)CONSTRUCTION COSTS (5,188,000) (LESS)THRESHOLD DEVELOPER PROFIT @ 15.0%OF COSTS (1,027,000) RESIDUAL LAND VALUE $1,662,000 GROSS VALUE OF AGENCY OWNED PARCEL $598,000 (LESS)EXTRAORDINARY OFF-SITES CONSTRUCTED BY DEVELOPER (89,000) NET VALUE OF AGENCY OWNED PARCEL $509,000 DEVELOPER PROFIT AS%COSTS 15.0% AS gib VALUE 13.0% PREPARED BY KEYSER MARSTON ASSOCIATES,INC. FILE NAME:4BIJAN:JUNE 1993:RLW TABLE 5 SUPPORTABLE HOUSING PRICES MODERATE INCOME HOUSEHOLDS(110%MEDIAN INCOME LEVEL) BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA ONE- TWO- BEDROOM BEDROOM INCOME LEVELS $49,720 $55,935 INCOME ALLOTTED TO HOUSING $17,400 $19,580 (LESS)HOA FEES+ UTILITIES (2,400) (2,400) (LESS)PROP TAXES @ 1%OF MARKET VALUE(1) (1,900) (2,100) ------- ------- $13,100 $15,080 MORTGAGE AT 8.50% INT(9.22%CONTSTANT) $142,100 $163,600 DOWN PAYMENT @ 5.0% MARKET VALUE 9,000 11,000 ------- ------- MAXIMUM HOME PRICE $151,100 $174,600 (LESS)CLOSING COSTS @ 2.5%OF MARKET VALUE (4,700) (5,400) ------- ------- TOTAL SUPPORTABLE VALUE OF HOUSE $146,400 $169,200 (1)ASSUMED AVERAGE MARKET VALUE OF$190,000 FOR ONE-BEDROOM UNITS AND$215,000 FOR TWO-BEDROOM UNITS. PREPARED BY KEYSER MARSTON ASSOCIATES, INC. FILE NAME: INCOME:JUNE, 1993 r TABLE 6 SALES REVENUES PROJECTION 13 MARKET RATE UNITS+25 INCOME RESTRICTED CONDOMINIUM UNITS BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA MARKET RATE 1 BEDROOM 5 UNITS $189,900 /UNIT $950,000 2 BEDROOM 1 UNITS $209,900 /UNIT 210,000 2 BEDROOM 7 UNITS $219,900 /UNIT 1,539,000 MODERATE INCOME 1 BEDROOM 7 UNITS $146,400 /UNIT 1,025,000 2 BEDROOM 11 UNITS $169,200 /UNIT 1,861,000 2 BEDROOM 7 UNITS $169,200 /UNIT 1,184,000 GROS$SAl3 PROCEEDS $6,769,(300 PREPARED BY KEYSER MARSTON ASSOCIATES,INC. FILE NAME:4BIJAN:JUNE 1993: RLW TABLE 7 AFFORDABILITY GAP ESTIMATE 13 MARKET RATE UNITS+25 INCOME RESTRICTED CONDOMINIUM UNITS BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA GROSS SALES PROCEES MARKET RATE PROJECT $7,877,000 AFFORDABLE PROJECT 6,769,000 GROSS AFFORDABILITY GAP $1,108,000 (LESS) REDUCED FINANCING FEES,INTEREST&COST OF SALES $68,000 PROFIT REDUCTION RELATED TO COST SAVINGS 10,000 NET AFFORDABILITY GAP $i,030,000: PREPARED BY KEYSER MARSTON ASSOCIATES, INC, FILE NAME:4BIJAN:JUNE 1993: RLW APPENDIX A INCOME RESTRICTED UNITS PRICED AT 120% OF COUNTY MEDIAN KeyserMarstonAssociatesInc. TABLE A-1 SUPPORTABLE HOUSING PRICES MODERATE INCOME HOUSEHOLDS(120%MEDIAN INCOME LEVEL) BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA ONE- TWO- BEDROOM BEDROOM INCOME LEVELS $54,240 $61,020 INCOME ALLOTTED TO HOUSING $19,000 $21,360 (LESS)HOA FEES+ UTILITIES (2,400) (2,400) (LESS)PROP TAXES @ 1%OF MARKET VALUE(1) (1,900) (2,100) ------- ------- $14,700 $16,860 MORTGAGE AT 8.50% INT(9.22%CONTSTANT) $159,400 $182,900 DOWN PAYMENT @ 5.0%MARKET VALUE 9,000 11,000 ------- ------- MAXIMUM HOME PRICE $168,400 $193,900 (LESS)CLOSING COSTS @ 2.5%OF MARKET VALUE (4,700) (5,400) ------- ------- TOTAL SUPPORTABLE VALUE OF HOUSE $173,100 $199,300 (1)ASSUMED AVERAGE MARKET VALUE OF$190,000 FOR ONE-BEDROOM UNITS AND$215,000 FOR TWO-BEDROOM UNITS. PREPARED BY KEYSER MARSTON ASSOCIATES, INC. FILE NAME: INCOME2:JUNE, 1993 TABLE A-2 SALES REVENUES PROJECTION 13 MARKET RATE UNITS+25 INCOME RESTRICTED CONDOMINIUM UNITS BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA MARKET RATE 1 BEDROOM 5 UNITS $189,900 /UNIT $950,000 2 BEDROOM 1 UNITS $209,900 /UNIT 210,000 2 BEDROOM 7 UNITS $219,900 /UNIT 1,539,000 MODERATE INCOME 1 BEDROOM 7 UNITS $173,100 /UNIT 1,212,000 2 BEDROOM 11 UNITS $199,300 /UNIT 2,192,000 2 BEDROOM 7 UNITS $199,300 /UNIT 1,395,000 GROSS SALES PROCEEDS1. $7;498,000 PREPARED BY KEYSER MARSTON ASSOCIATES,INC. FILE NAME:4BIJAN:JUNE 1993: RLW TABLE A-3 AFFORDABILITY GAP ESTIMATE 13 MARKET RATE UNITS+25 INCOME RESTRICTED CONDOMINIUM UNITS BEACH-TALBERT CONDOMINIUMS HUNTINGTON BEACH,CALIFORNIA GROSS SALES PROCEES MARKET RATE PROJECT $7,877,000 AFFORDABLE PROJECT 7,498,000 GROSS AFFORDABILITY GAP $379,000 (LESS) REDUCED FINANCING FEES,INTEREST&COST OF SALES $23,000 PROFIT REDUCTION RELATED TO COST SAVINGS 3,000 NE I AFFORDABILITY GAP $359,000<: PREPARED BY KEYSER MARSTON ASSOCIATES,INC. FILE NAME:4BIJAN:JUNE 1993: RLW CLERKIS DISPOSITION AND DEVELOPMENT AGREEMENT F1 1-.ND BETWEEN THE RE:�z":'FLOPME`IT A';E`]C i OF HE CITY OF HUNT I NGTON BEACH, AGENCY AND SAISSOUNIAN CAP;TciL VENTURES, INC. , DEVELOPER ThElE OF CONTENTS I . [ §100 ) SUBJECT OF AGREEMENT . . . . . . . . . . . . . . . . A. [ §101 ] Purpose of Agreement . . . . . . . . . . . . . . . . B. 1 §1021 The Redevelopment Plan . . . . . . . . . . . . . . C . 1 §103J The Sate and the Encyclopedia Lois D. 1 §104) Parties to the Agreement . . . . . . . . . . . . i . 1 §1051 The Agency . . . . . . . . . . . . . . . . . . . . . . ( § 10s ! The Developer . . . . . . . . . . . . . . . . . . . ! c107 ; Prohibition ?against Change in Ownership, Management and Control of Developer and Prohibition Against Transfer of the Site . . . . . . . . . . . . . . . . . . . . E. ! 108 ; Representations by the Developer and the Agency . . . . . . . . . . . . . . . . . . . . . . F. 1 §1091 Deg:elope►_- Deposit . . . . . . . . . . . . . . . . . . . II . 1 §2001 AQUISITION AND DISPOSITION OF THE SITE . . . . . . . . . . . . . . . . . . . . . . . . . A. ; §201 ] Assembly of the Site . . . . . . . . . . . . . . . . E. i §2021 Disposition of the Agency Parcels and Encyclopedia Lots . . . . . . . . . . . . . . . C. 1 §2031 Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D. 1 §204 ) Conveyance of Title and Delivery of Possession . . . . . . . . . . . . . . . . . . . . . . . . . . E. 1 §2051 Form. of Deed for the Conveyance . . . . . F. [ §206 ) Condition of Title . . . . . . . . . . . . . . . . . . G. [ §207 ] Time for and Place of Delivery ofDeed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H. [ §208 ] Recordation of Documents . . . . . . . . . . . . I . [ §209 ] Title Insurance . . . . . . . . . . . . . . . . . . . . . ( i ) ? . 1 §2101 Taxes and Assessments . . . . . . . . . . . . . . . k. i §211 ; Occupants of the Agency parcels and Encyclopedia Loos . . . . . . . . . . . . . . . L. ; §2121 Physical Condition of the Agency Parceis and Encyclopedia Lots . . . . . . . M. 1 §2131 Preliminary work . . . . . . . . . . . . . . . . . . . . N. [ §2141 Conditions Precedent to the Conveyances . . . . . . . . . . . . . . . . . . . . . . . . . 0. ! g2151 Zoning of the Site . . . . . . . . . . . . . . . . . . P . [ §216 ; Submission of Evidence of Financing Commitments and Loan Closing . . . . . . . . T 112171 Relocation . . . . . . . . . . . . . . . . . . . . . . . . . II . ; §3001 DEVELOPMENT OF THE SITE . . . . . . . . . . . . . A. [ §301 1 Development of the Site . . . . . . . . . . . . . 1 . [ §3021 Scope of Development . . . . . . . . . . . 2 . [ §3031 Site plan . . . . . . . . . . . . . . . . . . . . . . 3 . 1 §3041 Construction Drawings and Related Documents . . . . . . . . . . . . . . Y. 1 §305 ; Review and Approval of Plans, Drawings, and Related Documents . . . . . . . . . . . . . . . . . . . . . . 5 . [ §3061 Cost az Development . . . . . . . . . . . . 6. 1 §3071 Construction Schedule . . . . . . . . . . 7 . 1 §308 ] indemnity, Bodily Injury and Property Damage Insurance . . . . . . 8 . 1 §3091 City and Other Governmental Agency Permits . . . . . . . . . . . . . . . . . 9 . [ §3101 Rights of Access . . . . . . . . . . . . . . . 10. [ §3111 Local , State and Federal Laws 11 . 1 §3121 Non-Discrimination . . . . . . . . . . . . . 12 . 1 §3131 Taxes and Assessments . . . . . . . . . . ( n) B . 1 §314] Grant of Easements . . . . . . . . . . . . . . . . . . C. ( §3151 Mortgage, Deed of Trust, Sale and Lease-Back Financing; Rights of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 . §315 ] No Encumbrances Except Mortgages, Deeds of Trust, o: Sale and Lease-Back for Development . . . . . 2 . Q317 ] holder Not Obligated to Construct Improvements . . . . . . . . . 3 . 1 §31S ' Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure . . . . . . . . . . . . . . . . . . 4. ( §3191 Failure of Holder to Complete Imorovements . . . . . . . . . . . . . . . . . . . §320 ) Right of the Agency to Cure Mortgage or Deed of Trust Default . . . . . . . . . . . . . . . . . . . . . . . . D. 1 §321 ] Right of the Agency to Satisfy Other Liens on the Site After Title Passes . . . . . . . . . . . . . . . . . . . . . . . . E . [ §3221 Certificate of Completion . . . . . . . . . . . IV. ; §400 ] USE OF THE SITE . . . . . . . . . . . . . . . . . . . . . A. §4011 Affordable housing . . . . . . . . . . . . . . . . . . E. i §4021 Use in Accordance with Redevelopment Plan; Nondiscrimination . . . . . . . . . . . . . C. Q 403j Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction . . . . . . . . . . D. 1 §4041 Maintenance of the Site . . . . . . . . . . . . . E. 1 §4051 Best Efforts to Sell Affordable Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V. J §S00 ] DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . A. i §5011 Defaults -- General . . . . . . . . . . . . . . . . . (iii ) E . [ §502 ] Legal .zctions . . . . . . . . . . . . . . . . . . . . . . . Institution of Legal Actions . . . 2 . [ §504 ) ipniicable Law . . . . . . . . . . . . . . . . . J . ( §505 ; Acceptance of Service of Process . . . . . . . . . . . . . . . . . . . . . . . . C . [ §506 ] Rights and Remedies Are Cumulative D. 1 §5071 Inaction Not a Waiver of Default. E. ; §SCS , Remedies and Rights of Termination Prior to Con-:evance . . . . . . . . . . . . . . . . . i . [ §509 ] Damages . . . . . . . . . . . . . . . . . . . . . . . . 2 . 1c510 ; Specific Performance . . . . . . . . . . . 3 . 1 §511 ; Termination by the Developer Prior to the Conveyance . . . . . . . . Y. 1 §5121 Termination by the Agency Prior to the Conveyance . . . . . . . . . . . . . . F. [ §513 ] Remedies of the Parties for Default After the Conveyance . . . . . . . . . . . . . . . . _ . [ §514 ] Termination and Damages . . . . . . . . 2 . [ §515 ] %ction for Specific Performance . . . . . . . . . . . . . . . . . . . . V; . ( §6010j GENERAL PR0:SIONS . . . . . . . . . . . . . . . . . . ( §601 ( Notices, Demands and Communications Between the Parties . . . . . . . . . . . . . . . . . B. [ §602 ] Conflicts of Interest . . . . . . . . . . . . . . . C_ ( §603 ) Enforced Delay; Extension of Times of Performance . . . . . . . . . . . . . . . . . . . . . . D. [ §604 ] Non-Liability of Officials and Employees of the Agency . . . . . . . . . . . . . E . [ §605 ] Entire Agreement, Waivers, Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . ( iv) 06C61 Memorandum of Agreement . . . . . . . . . . . . . G. 1s6071 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . Vi i . 1 §700 } TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . ATTACHMENTS Attachment Nc . 1 Site Man Attachment No. 2-A Legal Description Qe' eloper Property) Attachment No . 2-B Legal Description (Agency Parcels) Attachment No . 2-C Legal Description (Encyclopedia Lots ) Attachment No . 3 Schedule of Performance Attachment No . a Grant Deed (Agency Parcels and Encyclopedia Lot No . 1 ) Attachment No . 5 Grant Deed (Encyclopedia Lot Nos . 2 and 3 ) Attachment No . 6 Loan Agreement Attachment No . 7 Scope of Development Attachment No . 6 Certificate of Completion for Construction and Development Attachment No. 9 Memorandum of Disposition and Development Agreement A _achnen_ No . 10 Pro Forma Attachment Mo . 1' Collins-Zweibel Release Agreements Attachment No . 12 Agency-City Release Agreement DISPOSITION AND DEVELOPMENT :AGREEMENT This Disposition and Development Agreement ( "Agreement" ) is entered into by and between THE REDEVELOPMENT AGENCY OF THE C1Tii OF H NTIN.GTON BEACH, a public body corporate and politic ( the "Agency" ) and SiSSOUNIAN CAPITAL VENTURES, INC. , a California corporation (the "Developer" ) . The Agency and the Developer hereby agree as follows : I . ( §1001 SUBJECT OF AGREEMENT A. j §101 ; Purpose of A._greement The purposes of this Agreement are to effectuate the Redevelopment Flan. (as hereinafter defined) for the Talbert- Beach Redevelopment Pro eco ( the "Prcject" ) by providing for the assembly, disposition and development of certa:n property ( tie "Site" ) situated within the Project Area (the "Project Area" ) of the Project, and to provide for the acquisition and disposition of certain parcels of real property (the "Encyclopedia Lots" and the "Landscaping Strip" ) owned by the Agency. The Site is to be developed with approximately thirty-eight ( 36) one and twc bedroom, residential condominium units, twenty-five (25 ) of which shall be made available at an affordable housing cost to moderate income households for a certain period of time, as set forth in Section 401 hereof ( the "Improvements" ) . The disposition of the Agency Parcels, the Encyclopedia moots and the Landscaping Strip and development of the Site as provided in this Agreement are in the vital and best interests of the City of Huntington Beach ( the "City" ) and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and Local laws and requirements under which :he Project has been undertaken. B. 1 §1021 The Redevelopment Plan The Redevelopment Plan for the Project Area was approved and adopted by Ordinance No . 2577 of the City Council of the City of Huntington Beach. Such ordinance and the Redevelopment Plan as approved and amended ( the "Redevelopment Plan" ) are incorporated herein by reference. C. 1 §1031 The Site and the Encyclopedia Lots The Site is that portion of the Project Area so designated on the Site Map which is attached hereto as Attachment No. 1 and incorporated herein by reference. The Site consists of certain real property owned by the Developer (the "Developer Parcel" ) , certain real property, a portion of which is currently owned by the Agency and a portion of which is currently owned by the City and will be conveyed to the Agency (the "Agency Parcels") , certain real property owned by the Agency to be used by the Developer for landscaping and other purposes (the "Landscaping Strip" ) and certain real property which has been acquired by the Agency pursuant to this Agreement (the "Encyclopedia Lots" ) , the location of all of which are set forth in the Site Map (Attachment No. 1) . Each parcel which constitutes the Site is more specifically described in the "Legal Description" which is attached hereto as Attachment No . 2 and incorporated herein by reference. The "Encyclopedia Lots" consist of Encyclopedia Lots No . 1 and No . 2 , the location of which are set forth in the Site Map (Attachment No. 1) and more specifically described in the Legal Description (Attachment No . 2) . D. [§104] Parties to the Agreement 1 . [§105] The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California . The principal office of the Agency is located at 2000 Main Street, P.O. Box 190, Huntington Beach, California 92648 . "Agency" , as used in this Agreement, includes the Redevelopment Agency of the City of Huntington Beach and any and all assignees of or successors to its rights, powers and responsibilities . 2 . [§106] The Developer The Developer is Sassounian Capital Ventures, Inc. , a California corporation. The principal office and mailing address of the Developer for purposes of this Agreement is 16373 Bolsa Chica, Huntington Beach, California 92649 . By executing this Agreement, each person signing on behalf of the Developer warrants and represents to the Agency that the Developer has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon the Developer have been obtained, and that the person or persons executing this Agreement on behalf of the Developer are fully authorized to do SO. Whenever the term "Developer" is used in this Agreement, such term shall include any and all nominees , assignees, or successors in interest to the interest of Developer in all or any portion of this Agreement and/or the 5/18/93 0756u/2460/042 -2- Site as herein set forth; provided, however, that except as specifically vat fortis in Sections 407 , 402 and 404 herein, nothing in this Agreement is intended to be binding upon the purchasers of residential units developed on the Site or upon any incorporated or unincorporated association formed to own, manage, operate or maintain the common areas within the Site, and nothing in this Agreement shall be so construed. 3 . 1 §1071 Prohibition Aaainst Chance in Ownership, M nagement and Control of_Developer and Prohibition Q.ainst Transfer of the Site The qualifications and identity of the Developer are of particular interest to the Agency. It is because of these qualifications and identity that the Agent,: has entered into this agreement with the Developer. Consequently, prior to the Agency' s issuance of a Certificate of Comnletion with respect to the development to occur on the Site pursuant to Section 32 herein, and except as expressly permitted below, no person, whether a voluntary or involuntary successor of Developer, shall acquire any rights or powers under this Agreement nor shall the Developer assign all or any part of this Agreement or all or any portion of the Site with respect to which a Certificate of Completion has not been issued without the prior written approval of the Agency, which approval shall not be withheld unless the Agency reasonably determines that the assignee does not have the development expertise or experience and-,or financial capability necessary to ca_-_-y out the duties of the Developer under this Agreement . This restriction on Developer' s right of assignment and the provisions of this Section. 107 shall terminate and have no further force or effect upon the issuance of a Certificate of Corpletion for the Site. Any purported transfer, voluntary or by operation of law, in violation of this Section 107 shall constitute a default hereunder and shall confer no rights whatsoever under this Agreement upon any purported assignee or transferee . Notwithstanding the foregoing, Developer shall be entitled to maize an assignment which consists of a mortgage, deed of trust, sale and lease-back, or other form of conveyance for financing, provided that the Agency approves such assignment in accordance with Section 316 of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site or any interest therein shall not be required in connection with any of the following: 05/18!93 0756u,/2460/042 -3- ( _ ) The conveyance or dedication of any portion of the Site to the City of Huntington Beach or other appropriate governmental agency, including public utility companies, where the granting of easements or permits facilitate the development of the Site . ( ii ) A transfer of the Site and the "Improvements" ( as defined in Sec pion 302 hereof) , and/or the assignment of this Agreement may be made to an entity over which the Developer or Bijan Sassounian and/or Sohrab Sassounian exercise operational and managerial control, if (a) the purchaser and/or assignee agrees to be bound by the provisions of this Agreement, and (b) the Developer or Bijan Sassounian and/or Sohrab Sassounian holds more than fifty percent ( 50° ) interest of the profits and losses of such purchaser or assignee, and (c ) the original Developer remains additionally responsible for all obligations under this Agreement . ( iii ) Any transfer resulting from the death or mental incapacity of an individual shall be permitted. ( iv) Any transfer to a family member or in trust for parposes of estate pianninc; considerations shall be permitted, provided that the Developer or Bijan Sassounian and/or Sohrab Sassounian shall retain operational and managerial control cf the development of the Site and shall remain responsible for the obligations of the Developer nereunler . (:•) Any transfer of an interest in the Developer so 1cnc, as Bi3an Sassounian and/or Sohrab Sassounian retains operational and managerial control over development of the Site, provided that such transfer does not affect more than forty-nine percent ( 49%) of the existing interest in the Developer and the Developer shall remain responsible for the obligations of Developer hereunder. (vi ) Any sale of individual housing units to owner-occupants of such housing units and any transfer of common areas to the homeowner' s association which is created for the housing development, provided that no such sale or transfer of an individual housing unit closes or becomes final prior to issuance of a Certificate of Occupancy ( or such other final occupancy permit as is earlier granted by the City) issued with respect to the portion of the development in which the individual housing unit or common area is located. 05/IB!Q3 0756u/2460/042 -4- No assignment of the Developer' s obligations with respect to this =agreement or the Site for which kgency approval is _ equii-e-, and specifically excluding assignments for financing purposes ( except as required for review under Sector: 316 ) and those types of assignments identified above in subparagraph ( i ) above, small be offectave unless and until the proposed assignee executes and delivers to the Agency an agreement in form reasonably satisfactory to the Agency Is attorney assuming the obligations of the Developer which have been assigned. Thereafter, the Agency shall release the assignor in writing from performance of those obligations pursuant to this Agreement which are expressly assumed by the assignee . No consent or approval by the Agency of any assignment or transfer requiring the Agency' s approval shall cons:.itute a waiver of the provisions of this Section 107 with respect to any subsequent assignment or transfer requiring the Agency' s approval . � . - lop J Reni-eser.tations n-: the De.-elooer and,the Agent ? . Deveior)er Representations . The Developer represents an-, 1warrants to the hgency as follows: a. The Developer is a validly created California corporation -n good standing and has and will in the future duly authorize, execute and deliver this Agreement and any and al; ouzel aareements and documents reauzred to be executed and delivered by the Developer in order to carry out, give effect to, and consummatz the transactions contemplated by this Agreement . b. The Developer does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of the Developer to carry out its obligations hereunder. C . There are no material pending or, so far as is known to the Developer, threatened, legal proceedings to which the Developer is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed in the material subm-tted to the Agency which could materially adversely affect the ability of the Developer to carry out its obligations hereunder . d. There is no action or proceeding pending or, to the Developer' s best knowledge, threatened, looking toward the dissolution or liquidation of the Developer and there is no ac�ion or proceeding pending or, to the Developer' s best knowledge, threatened by or against the Developer which could 05/18/0-3 0756u/2460/042 -5- affect the -:•alidity and enforceability of' the germs of this Agreement , or materially and adversely affect the ability of the Developer to carry out its obligations hereunder. Each of the foregoing items a to d, inclusive, shall be deemed to be an ongoing representation and warranty. The Developer shall advise the Agency in writing if there is any change pertaining to any :natters set forth or referenced in the foregoing items a to d, inclusive. 2 . Aae c Representations. The Agency represents and warrants to the Developer as follows: a . The Agency has and will in the future authorize, execute and deliver this Agreement aria any and all other agreements and docurrrents required to be executed and delivered by the Agency in order to carry out, give effect to and consumma:.e the transactions contemplated by this Agreement. b. The aency does not have any material contingent obligations o_­ any rrate�ia- contractual agreements which could materially adversely affect the ability of the Agency to carry out its obliciatior,s hereunder. C . there are no material pending or, as far as is known to the Agency, threatened, legal proceedings to which the Agency is or _nay ice made a party or to which any of its p=operty is or may become sub]ect, which have not been fully disclosed to the Developer which could materially adversely affect the ability of the Agency to carry out its obligations hereunder, or which could adversely affect the enforceability of this Agreement. Each of the foregoing items ( a) through ( c ) shall be deemed to ire an ongoing representation and warranty. The Agency shall advise :.he Developer in wilting if there is any change pertaining Zo any matters set forth or referenced in the foregoing items ( a) through (c ) . F. [ §109 ] Peveloper Deposit The Developer has, prior to the execution of this Agreement by the Agency, delivered to the Agency a good faith deposit in the amount of Twenty-Five Thousand Dollars ( $25, 000) ( the "Developer Deposit" ) as security for the performance of the obligations of the Developer to be performed prior to the return of the deposit to the Developer in accordance with the provisions of this Agreement. 05/18/93 0756u/2460/042 -6- The Developer Deposit, at the option of the Developer, may be in the form of ( i ) cash or ( ii ) cashier' s or certified check and shall be deposited by the Agency within a reasonable period of time after receipt in an account of the Agency in a bank or trust company selected by the Agency . Upon the termination of this Agreement as provided in Sections 511 or 512 of this Agreement, the Developer Deposit, together with any interest accrued thereon, shall be returned to the Developer by the Agency, as provided therein. If the "Conveyance" of the Agency Parcels ( as defined in Action 204) is effected pursuant to this Agreement, the Agency shall apply the Developer Deposit ( together with any interest earned thereon) to the Purchase Price . : I . { §200 ) ACQUISITION AND DISPOSITION OF THE SITE A. 1 2011 Assembly of the Site On or before the date of Agency' s execution of this Agreement, the Agency has acquired fee title to Encyclopedia Lots by eminent domain. E. 1 §2021 Disnosition of the Men cv Parcels and Encyclopedia Lots 1 . Provided that the Developer is not in default of this Agreement and in accordance with and sub]ect to all Of the terms, covenants and conditions of this Agreement, and at or before the time established in the Schedule of Performance (Attachment No . 3 ) , the Agency agrees to sell to the Developer ant the Developer agrees to purchase from the Agency the Agency Parcels (the "Conveyance" ) . The purchase price for the Agency Parcels shall be Four Hundred Sixteen Thousand Seven Hundred Eight-One Dollars ( $416, 781 ) (the "Agency Parcels Purchase Price" ) . The Agency Parcels Purchase Price, less the amount of the Developer Deposit, together with any interest earned thereon, will be paid in cash at close of escrow ( as hereinafter defined) . 2 . In addition to the consideration set forth above, the Developer shall develop housing units ( some of which the Agency has agreed to assist and the Developer has agreed to make available for a certain period to persons of moderate income at an affordable housing cost, as provided in Section 401 herein) , and shall pay all of those costs, charges, fees and expenses as hereafter expressly provided to be paid by Developer pursuant to this Agreement, and shall , at its cost, pro7ide all of the Improvements required by this Agreement to be provided by the Developer. 05/18/93 0756u/2460/042 -7- 3 . in addition to the foregoing, the Agency agrees to convey to the Developer and the Developer agrees to accept conveyance from the Agency of the Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 . The purchase price for the Landscaping Strip shall be Thirty-Two Thousand Two Hundred Nineteen. Dcllars ( 02 , 219 ) . The purchase price for Encyclopedia Lot No . 1 shall be Seven Thousand Five Hundred Dollars ( $7 , 500) and the purchase price for Encyclopedia Lot No . 2 shall also be Seven Thousand Five Hundred Dollars ( $7 , 500) . 4. In addition, the Developer has obtained written agreements from Robert Zweibel and Evelyn Shabo, which agreements release to Developer any and all claims against the City: and the Agency with respect to the Site, and acknowledging that the Participation Agreement entered into by and between the Agency and Collins-Zweibel Development on or about December 20, 1982 has been terminated and abandoned by those parties . Copies of such release agreements are collectively attached hereto as nttachmen:. No. 11 and incorporated herein by reference . Developer hereby releases the City and the Agency and their respective agents, employees, officers and representatives from any claims, rights or damages which Developer may have obtained as a result of such release agreements . 5 . The parties understand and acknowledge that the Agency has entered into a certain "Participation Agreement" with Collins-Zweibel Development, a partnership ( "Collins-Zweibel" ) , dated as of December 2C, 1982 , under which the Agency was required to convey certain parcels of real property to Collins-Zweibel and make certain improvements to real property owned by Collins-Zweibel , and Collins-Zweibel was required to convey certain parcels of real property to the Agency and the City . The parties understand that Lee Collins and Yolanda Collins, who were formerly partners of Collins-Zweibel , have verbally asserted to the City Attorney that they have claims to certain real property, development rights or monetary damages in connection with the Participation Agreement and/or claims arising, outside of the Participation Agreement . Prior to and as a condition of the conveyance of the Agency Parcels, the Encyclopedia Lots and the Landscaping Strip, the Developer shah obtain and deliver to the Agency, in the form attached hereto as Attachment No . 11 and incorporated herein, or in a form reasonably acceptable to the Agency and the Agency' s legal counsel, a mutual release and waiver from Lee Collins and Yolanda Collins of all claims against the City and the Agency, and their officers, employees, representatives and agents with respect to the Site . Upon the execution of such release and waiver, the Agency shall cause to be executed by the Agency and use its best efforts to cause to be executed by the City a release and waiver of all claims against Lee Collins and Yolanda Collins with respect to the Site, and 05/18/93 0756u/2460/042 -8- acknowledging that the Participation Agreement has been term:nated ant is of no further force or effect, in the form of Attachment No . 12 which is attached hereto and incorporated herein by reference . 6 . Upon the Developer' s request, the Agency will consider (but without any obligation to approve or to act reasonably in considering such request) amending this Agreement to provide for deferral of the Developer' s obligation to pay to the Agency all or part of the Agency Parcels Purchase Price, and instead requiring the Developer to deliver to the Agency at the close of escrow a promissory note for the Agency Parcels Purchase Price, secured, by a deed of trust which is subordinate to the lien securing construction financing. C. 1 §2031 Escrow The Agency agrees to open two (2 ) escrows with Tiempo Escrow, or with another mutually agreeable escrow company ( the "Escrow Agent" ) , b1 the time established therefor in the Schedule of Performance (Attachment No . 3 ) : one escrow for conveyance of the Agency Parcels ( the "Agency Parcels Escrow" ) and the other escrow For conveyance of the Landscaping Strip and Encyclopedia Lots Nos . 1 and 2 (the "Encyclopedia Lots Escrow" ) . This Agreement constitutes the 3oint basic escrow instructions of the agency and the Developer for each escrow, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of each escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement . The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five ( 5 ) days after the opening of each Escrow its acceptance of the provisions of this Section 203 , in writing, delivered to =he Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. Upon the Agency' s delivery of the "Grant Deed" ( as hereafter defined) for the Agency Parcels to the Escrow Agent pursuant to Section 20S of this Agreement, and the Association CC.ScRs to be recorded against the entire Site ( as provided in Section 404( 1 ) hereof) , the Escrow Agent shall record such deed and covenants when title can be vested in the Developer in accordance with the terms and provisions of this Agreement. Upon the Agency' s delivery of the "Grant Deed" ( as hereinafter defined) for the Landscaping Strip and Encyclopedia Lots Nos . 1 and 2 to the Escrow Agent pursuant to Section 205 of this Agreement, the Escrow Agent shall record such deeds when title can be vested in the Developer in accordance with the terms and provisions of this Agreement. The Developer shall accept conveyance of title or possession of the Agency Parcels and the Encyclopedia Lots as provided in Section 201 . The Escrow Agent 05/18/93 0?56u/2460/042 -9- shall pay any: applicable transfer tax. Any insurance policies covering the Agency Parcels and the Encyclopedia Lots are not to be transferred. The Developer shall pay into each escrow the following fees, charges and costs promptly after the Escrow Agent has notified the Developer of the amount of such fees, charges and costs, but not earlier than ten ( 10) days prior to the scheduled date for closing the escrow: I . One-half ( 1/2 ) of the escrow fee; and That portion of the premium for the title insurance policy to be paid by the Developer as set forth in Section 209 of this Agreement; and 3 . Any transfer tag: and any state, county or city documen na_- stamps; and i . With respect to the Agency Parcels, the Agency Parcels Purchase Price, in cash, less the amount of the Developer Deposit, together- with any interest earned thereon; and 5 . With respect to the Landscaping Strip and Encyclopedia Lots Nos_ 1 and 2 , the Landscaping Strip purchase price , the Encyclopedia Lot No . 1 Purchase Price and the Encyclopedia Lot No . 2 Purchase Price, in cash. The Agency shall pa,: into each escrow ( or as to the Agency Parcels Escrow the Escrow Agent shall deduct from the proceeds of the Purchase Price deposited by the Developer) the following fees, charges and costs: 1 . One-half ( 1/2 ) of the escrow fee; 2 . Recording fees; 3 . Notary fees; 4. That portion of the premium for the title insurance policy to be paid by the Agency as set forth in Section 209 of this Agreement; and 5 . Ad valorem taxes, if any, upon the parcels being conveyed for any time prior to transfer of title. The Agency and Developer shall each timely and properly execute, acknowledge and deliver a deed or deeds in substantially the form of the "Grant Deed" for the Agency Parcels (which is attached to this Agreement as Attachment No _ 4 and is incorporated herein) and the "Grant Deed" for the 05/18/93 0756u:'2460;042 -10- Landscaping_, Strip and Encyclopedia Lot Not . 1 and 2 (which is attached to this Agreement as Attachment No. 5 and is incorporated herein) . In addition, Developer and Agency shall each timely and properly execute, acknowledge, and deliver the Memorandum of Agreement with respect to the Site in substantially the form attached hereto as Attachment No. 9. The Escrow Agent is authorized to : 1 . Pay and charge the Agency and Developer, respectively, for any fees, charges and costs payable under this Section 203 of this Agreement. Before such payments or charges are :Wade , the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the applicable escrow. 2 . Disburse funds and deliver the appropriate deed( s ) , the covenants and other documents to the parties entitled thereto when the conditions of the applicable escrow have been fulfilled by the Agency and the Developer. Funds deposited as part of the Agency Parcels Purchase Price shall non be disoursea by the Escrow Agent unless and until the Escrow Agent has recorded the Grant Deed( s) for the :agency Parcels ( _irachment No. 4) and the Association CC&Rs required tc be recoried against the entire Site ( as required in Section. 404( 1 ) hereof ) and has delivered to the Developer and ( if requested by the Agency) the Agency, respectively, a title insurance policy insuring title and conforming to the requirements of Sections 206 and 209 of this Agreement. 3 . Record any instruments delivered through the escrows, if necessary or proper, to vest title in the Developer in accordance with the terns and provisions of this Agreement . 4. Record the Memorandum of Agreement (Attachment No. 9) against the Site concurrently with the closing of the Agency Parcels Escrow. All funds receivers in the escrows shall be deposited by the Escrow agent, with other escrow funds of the Escrow Agent in an interest earning general escrow account or accounts with any state or national bank doing business in the State of California . Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. If either escrow is not in condition to close on or before the time for conveyance established in Section 206 of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return 05, 18/93 0756u/2460/042 -11- cf _ ,.s money, papers or documents detcsited with the Escrow Agent, with respect to such escrow only. No demand for return shall be recognized until ten ( 10 ) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address cf its or their- principal place or places of business . Ob3ections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten ( 10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respec_ to nhe parcels which are the sub3ect of that escrow until instructed by a mutual agreement of the parties or by a court of competent 3urisdiction. If no such demands are made, the Escrow shall be closed as soon as possible . The two escrows provided for herein are independent of one another; the failure of one escrow to timely close or the termination of this Agreement as to such escrow small not modify, delay or terminate the terms of this Agreement applicable to the other escrow. The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Developer or until the part, entitled thereto has been determined by a final decision of a court of competent 3u_-isdiction. Any amendment to these escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its dunien as Escrow Agent under such amendment. Ali communications frcm the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 601 of this Agreement for notices, demands and communications between the Agency and the Developer . The liability of the Escrow Agent in the capacity as escrow holder with respect to the Conveyance is limited to performance of the obligations imposed upon it under Sections 203 through 210, inclusive, and Section 214 of this Agreement. D. j §204j Conveyance of Title and Deliver of Possession Sub)ect to any extensions of time mutually agreed upon between. the Agency and the Developer, the conveyance of the Agency Parcels, the Landscaping Strip and Encyclopedia Lots Nos . 1 and 2 shall be completed on or prior to the dates specified therefor in the Schedule of Performance (Attachment No. 3 ) . The Schedule of Performance (Attachment No. 3 ) is sub;ect to revision from time to time as mutually agreed upon in writing between the Developer and the Agency' s Executive 05/18/93 0756u/2460/042 -12- Director . The Agency and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. Possession shall be delivered to the Developer concurrently with the conveyance of title . The Developer shall accept title andZor possession on or before the dates established in the Schedule of Performance (Attachment No. 3 ) for the conveyance of the Agency Parcels, the Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 . E . 1 §205J Form of Deed for the Conveyance The Agency shall convey to the Developer title to the Agency Parcels and the Encyclopedia Lots, excepting the mineral rights thereto as provided below in Section 20 , , in the condition provided in Section 206 of this Agreement by grant deeds substantially in the form of the Grant Deeds (Attachments No. 4 and No . 5 ) . F. 1 §2061 Condition of Title The Agency shall convey to the Developer fee simple merchannable title to the Agency Parcels , the Landscaping Strip and the Encyclopedia Lots, subject to the Association CC&Rs ( as required pursuant tc Section Q4( 1 ) hereof ) which pertain_ only to the Site and except=ng the mineral rights as provided below. Said 4itie shall be free and ciear of all recorded or unrecordet liens, encumbrances, covenants, assessments, easements , leases and taxes, except for covenants and easements of record which the Developer approves in writing, the Redevelopment Alan, and the provisions contained in the Grant Deeds (At.tachmen-s No . 4 and No . 5 ) . The condition of title to the Agency Parcels shall be compatible with and not preclude development of the Improvements and the Developer shay_ review easements prior to and as a condition of closing the Agency Parcels Escrow consistent with the foregoing. The parties shall act reasonably in evaluation of any encumbrances and shall act diligently and promptly to conform the condition of title to the Agency Parcels to that required for the Developer to proceed with development of the Improvements . In no event shall the Developer be required to accept title subject to a deed of trust or mortgage . The Agency shall reserve and except from the conveyances all interests in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Agency Parcels and the Encyclopedia Lots lying more than 500 feet below the 05 '16%93 0756ul246010:2 -13- surface thereof for any and all purposes incidental to the exploration for and production of oil , gas, hydrocarbon substances or minerals from said site or other lands, but without , however, any right to use either the surface of the Agency Parcels and the Encyclopedia Lots or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever . G. 1 §2071 Time for and Place of Delivery of Deed Subject to any mutually agreed upon extension of time, the ?agency shall deposit the Crant Deeds (Attachments No. 4 and No . 5 ) with the Escrow Agent on or before the dates established for the respective conveyances pursuant to the Schedule of Performance (Attachment No . 3 ) . H. i §208 ; recordation of Documents The Escrow Agent shall File the Grant Deeds (Attachments No. 4 and No . 5 ) , Association CC&Rs ( as provided in Section 404( 1 ) herein) and the Memorandum of Agreement (Attachment No . 9 ) for recordation among the land - records in the Office of the County Recorier for Orange County, and shall deliver :.he applicable Purchase Price to the Agency, less any required deductions ( including the Developer Deposit which is to be applied as an offset against the amount of the Agency Parcels Purchase Price ) , after- delivery to the Developer of a title insurance policy insuring title to the Agency Parcels in conformity with Sec pion 206 of this Agreement. I . 1 §2091 Title Insurance Concurrently with recordation of the Grant Deed (Attachments No . 4 and No . 5 ) conveying title to the Agency Parcels, the landscaping Strip and Encyclopedia Lcts Nos. 1 and 2 , respectively, Continental Land Title Company (the "Title Company" ) shall provide and deliver to Developer title insurance policies issued by the 'Title Company insuring that the title to such parcels is vested in Developer in the condition required by Section 206 of this Agreement. The Title Company shall provide the Agency with copies of the title insurance policies. The title insurance policy for the Agency Parcels shall be for the amount of the Agency Parcels Purchase Price . The title insurance policy or policies for each of the Encyclopedia Lots shall be in the amount of Seven Thousand Five Hundred Dollars ( $7 , 500) . The title insurance policy for the Landscaping Strip shall be in the amount of Thirty-Two Thousand Two Hundred Nineteen Dollars ( $32, 219) . The Agency shall bear that amount equal to the cost of a standard ALTA policy for the foregoing amount of coverage. All additional costs incurred for or related to such title insurance policies shall be borne 05/18.'93 0756u/2460/042 -14- solely by the Deg-eloper . The Developer may, at its option and at its test, obtain coverage in excess of such amounts, or any endorsements. J . 1 §2101 Taxes and Assessments Ad valorem ~axes and assessments, if any, on the Agency Parcels, the Landscaping Strip and the Encyclopedia Lots levied, assessed or imposed for any period commencing prior to the applicable conveyance of title or possession, shall be borne by the Agency, and any of such taxes and assessments imposed after the applicable conveyance of title to or possession of such parcels shall be borne by the Developer. K . 1 §2111 Occupants of the Parcels Possession of the Agency Parcels, the Landscaping Strip and the Encyclopedia Lots shall be delivered to the Developer and title shall be conveyed to it with no occupants or rights of possession by others, except pursuant to any approved Title exceptions. L. ! §212 ; Physical Condition of the parcels i . Environmental Condition. The Agency has not received any Notice or communication from any government agency having jurisdiction over the Agency Parcels, the Landscaping Strip or the Encyclopedia Lots nov_=ying the Agency of the presence of surface or subsurface zone hazardous materials, waste, or contamination in, on, or under such parcels, or any portion `heyeof . Within the time set forth in the Schedule of Performance (Attachment No. 3 ) , the Developer shall investigate the environmental condition of the Site and Encyclopedia Lot Nos . 1 and 2 , at its sole cost and expense . Such investigation shall include such activities as the environmental expert or consultant ( the "Environmental Consultant" ) deems necessary or appropriate to determine the environmental condition of the Site, but, in any case, including preparation of at least a Phase 1 report for the entire Site and Encyclopedia Lot Nos. 1 and 2 . The Agency shall make available the Agency Parcels and shall use its best reasonable efforts, without obligation to make any payment to the owners of the Encyclopedia Lots, to obtain access to the Encyclopedia Lots for the Environmental Consultant to conduct such investigation, including, without limitation, taking all actions necessary to secure a court order permitting entry on such parcels for such purpose prior to the Agency obtaining an order of immediate possession for such parcels . If the Environmental Consultant finds that the projected cost of all activities necessary to correct or remove any hazardous waste, materials or contamination in, on or under 05/18/93 0756u/2460/042 -15- s the Agency Parcels and the Encyclopedia Lots found in its znvestigaz,on, including the cost of investigation by the r.:vironnental Consultant (the -hemedlatlon Cost" ) exceeds One Hundred Thousand Dollars ( $100, 000) , then either party may terminate this Agreement, within thirty ( 30) days after notice of the projected Remediation Cost, by the procedures set forth in Sections 511 and 512 herein; provided, however, that if one of the parties, at its option, agrees to pay the excess of the actually incurred Remediation Cost over One Hundred Thousand Dollars ( $100, 000) , the other party may not terminate this Agreement. If the Environmental Consultant finds that the projected Remediation Cost is One Hundred Thousand Dollars ( S10C , C00 ) or less, then the Developer shall be required to fund the first Twent,. Thousand Dollars ( S2C, 000 ) of the actually incurred Remediation Cost, and the Agency shall be required to fund the remaining Remediarion Cost, not to exceed Eighty Thousand Dollars ( ;80, 000 ) . If during the course of such reme•diation work the Environmental Consultant gives notice to the parties that the projected Remediarion Cost exceeds One Hundred Thousand Dollars ( $100, 00C) , then either party may terminate this Ag eemeno in the manner specified in the preceding paragraph; provided, however that if one of the parties: at its option, agrees to pay the excess of the actually incurred Remediatior, Cost over One Hundred Thousand Dollars ( S 1CO, 000 ) , the other party may not terminate this Agreemenn . The Developer and the :agency shall comply with CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980 ) 42 U. S . C. §96C1 , et seg_ , and California Health and Safety Code §§ 2510C, et sect. 25300, et seg. , 25280 et sue. Any Remediation performed pursuant to this Agreement sisal_ be performed pursuant to the provisions of Health and Safety Cote Section 33459, et seg. Upon the Conveyance of the Agency Parcels, the Landscaping Strip and the Encyclopedia Lots, Developer, including any and all of its successors in interest, agrees to and shall indemnify, defend, and hold the Agency and the City and their officers, employees, representatives and agents harmless from and against all expenses ( including, without limitation, reasonable attorneys ' fees and disbursements) , losses, or liabilities suffered by Agency or City by reason of go7ernmental action or third party claims arising out of such hazardous materials, waste, or contamination, exacerbation, movement, release, or additional contamination of such parcels or the Site, except those arising from the Agency' s breach of its representation set forth in the first sentence of this Section 212 or the negligence or wrongful acts of Agency or Cite in their ownership or operation of the Agency Parcels, the 05/18/93 0756u/2460,:042 -16- Landscaping Strip or the Encyclopedia Lots . With the exception of the above matters only, and upon the conveyance of such parcels, the Developer shall assume all responsibility for subsurface zone conditions and soils conditions in, on or under such parcels and the Site, and for any rehabilitation necessary for the provision of the Improvements on the Site; and the Agency makes no other representations or warranties concerning the Agency Parcels, the Landscaping Strip, the Encyclopedia Lots or the Site, its or their suitability for the use intended by the Developer, or the surface or subsurface conditions of such parcels and the Site; and if the soil conditions of such parcels and the Site are not in all respects entirely suitable for the use or uses to which such :.arceis and the Site will be put, then it is the sole responsibility and obligation of Developer to take such action as may be necessary to place such parcels and the Site in a condition entirely suitable for deve'_opmenn. This is expressly agreed between the parties to be a material term of this Agreement . Nothing in this Section 212 is intended to waive any claim or r.ghn the Developer may have against any person or entity, other than. the Agency or the City, relating to the physical con:ditaon of the Agency Parcels, _he Landscaping Strip, the Encyclopedia Lots or the Site. 2 . Soils Conditions . The Agency shall grant to the Developer, and the Deveiope_- ' s agents, employees and independent connractors, the right of access to and entry upon. the Agency Parcels, the Landscaping Strip and the Encyclopedia Lots for the purpose of inspection thereof , and conducting surveys, soils tests, and similar work to ascertain the soils condition of those parcels . The Developer- shall indemnify, defend and hold harmless the Agency and the City, and their respective officers, employees, agents and representatives, from and against any damages , claims or other 'liabilities arising out of any injury or damages which may occur because of any such access to, entry upon, or inspection of such parcels. The Developer shall reasonably determine whether the soils condition is suitable for the uses to which such parcels are to be put under this Agreement, and shall approve or disapprove of the soils condition of each parcel on that basis, by written notice to the Agency within sixty ( 60) days of the Agency' s execution of this Agreement for the Agency Parcels, the Encyclopedia Lots and the Landscaping Strip. If the Developer reasonably disapproves the soils condition of any parcel , the Agency may elect, within thirty (30 ) days of its notice of such disapproval , to cure such condition within a reasonable time. If the Agency fails to cure such condition, the Developer shall not be obligated to purchase that particular parcel , as set forth in Paragraphs 2 and 4 of Section 214 hereof . 05/18/93 0756u,=2450/042 -17- M. 1 §213 ] Fretininary Work Prior to the conveyance of title, representatives of Developer shall have the right of access to all portions of the Agency Parcels, the Landscaping Strip and the Encyclopedia Lots at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the environmental condition of the Agency Parcels, the Landscaping Strip and the Encyclopedia Lots pursuant to Section. 212 hereof . Any preliminary work undertaken or. the Agency Parcels or the Landscaping Strip or any portion of the Encyclopedia Lots by Developer prior to conveyance of title or possession thereto shall require a written temporary right of entry agreement or license agreement which provides for indemnity and insurance protecting the Agency and the City in a form reasonably acceptable to the parties and executed by the Agency Executive Director. Any such preliminary word: shall be at the sole expense of Developer ( except as expressly provided in Section. 212 hereof) . The Developer shall save and protect the Agency and the City against any claims resulting from all preliminary work, access or use of the Agency Parcels and the Encyclopedia Lots undertaken pursuant to this Section 223 . Copies of data, surveys and teams cbt.alnei cr IT'.a` e by the Developer with respect to sack parcels pursuant to this Section 213 shall be filed with the :agency within fifteen ( 15 ) days after receipt by tale De':elcper . Any preliminary F;crk by the Developer shall be undertaken only after securing any necessary permits from the appropriate governmental agencies . N. i §214 ; Conditions Precedent to the Convevances 1 . Conditions to_hgencv' s Obligation to Convey r.genc`Parcels. PrIo: to and as conditions to the Agency' s obligation to convey the Agency Parcels, each of the following conditions shall be satisfied (or waived by the Agency in its sole and absolute discretion) by the respective times established therefor in the Schedule of Performance (Attachment No . 3 ) : 1 . the Developer executes the Grant Deed with respect to the Agency Parcels (Attachment No. 4) ; 2 . the Developer pays into the Agency Parcels Escrow the Agency Parcels Purchase Price ( less the amount of the Developer Deposit, together with all interest accrued thereon) and the Developer' s share of the closing costs; 3 . the Developer is not in default of this Agreement; 05/18/O3 0756u;2460/042 -18- 4. the Developer has obtained all entitlements and approvals for development of the improvements on the Si:.e, as set forth in Section 215 hereof, and the City is prepared to issue grading permits for a'1 of the Improt-ements immediately following the conveyance; 5 . the Developer provides proof satisfactory to the Agency Executive Director that the Developer has obtained a binding lean commitment for the Improvements and such loan will close concurrently with the Conveyance, as required by Section. 216 of this Agreement; 6 . the Developer provides to the Agency Executive Directcy insurance certificates conforming to Section 308 of this Agreement; 7 . any environmental _emediation required pursuant to erection 21Z herein with respec- to the Agency Parcels is complete, to the satisfaction. of the Environmental. Consultant and the Agency Executive Director; :.he D ve_ower has executed and recorded or delive_W to the Escrow Agen= for recording the Association C=Rs, as set forth III Section 404( 1 ) herein; c . The Encyclopedia Lots Escrow sisal'_ have closed or shall be prepared to close concurrently with the Agency Earcels Escrow, provided that this condition is not intended oo release the Agency from its obligations to convey the Encyclopedia Lots to the Developer; M the Agency has not exercised its right to terminate this Agreement pursuant to Section 512 hereof ; and 11 . the Developer has delivered to the Agency the executed mutual release required pursuant to Section 202 ( 5 ) hereof . The foregoing items numbered 1 to 11 , inclusive, together constitute the "Conditions Precedent to the Agency' s Obligation to Convey. '' 2 . Conditions Precedent to the Deveio� s Obligation to A_cquire the Aaency✓ Parce'_s . Prior to and as conoitions to the Developer ' s obligation to purchase the Agency Parcels, each of the following conditions shall be satisfied OS/18 i93 0756u/2460/042 -29- ( or waived by the Developer in ins sole and absolute discretion) by the respective times established therefor in the ScheSuie cf Performance (At:.achl'e t Nc . 3 ) . 1 the Agency shall not be in default of this Agreement; 2 . the Agency shall have executed the Grant Deed with respect to the Agency Parcels (Attachment No . 4) and deposited the executed Grant Deed into the Agency Parcels Escrow and the Title Company shall be prepared to issue the title policy referred to in Sections 201 and 209; 3 . any environmental remediation required pursuant to Section. 212 herein with respect to the Agency Parcels is complete, to the satisfaction of the Environmental Consultant and the Developer; 4. the condition of the soils ( excluding the environmental condition ) of the Agenc'. Parcels is, :n Developer' s reasonable determination, suitable for the uses to which such parcels are to be put pursuan.n to this Agreement, provided that if the condition of the soils is not reasonably suitable tc- the Developer, the Developer has given written notice thereof to the Agency and the Agency has failed to cure such condition within a reasonable time; 5 . Developer has obtained firm and binding commirments for financing necessary to undertake the improvements reasonably satisfactory to the Developer and approved by the Agency pursuant to Section 216, provided that this condition, shall be deemed satisfied, and shall not be a condition precedent to Developer' s obligation to acquire the Agency Parcels, if the Developer has not obtained such commitments but has failed to use its best effor;.s to obtain such commitments; 6 . the City is prepared to issue grading permits for all of the improvements upon the Site upon Developer' s payment of all applicable fees, provided that this condition shall be deemed satisfied if the City is not prepared to issue such permits but the Developer has failed to use its best efforts to obtain such permits; 7 . the Developer has not exercised its right to terminate the Agreement pursuant to Section 511 hereof; 05 'is/93 0756u '2460/042 -20- G . The Encyclopedia Lots Escrow shall have closed or shall be prepared to close concurrently with the Agency Parcels Escrow; and . he Agency has executed the mutual release prodded by the Developer pursuant to Section 202 ( 5 ) hereof . The foregoing items numbered 1 to 9 , inclusive, together constitute the "Condl ions Precedent to Developer' s Obligation. to Acquire the Agency Parcels. " 3 . Conditions Precedent to Agency' s Obligation to C_onveja the Landscawnj Strip_an�n_cyc_onedia -Lot Nos. 1 and 2 Frio to and as conditions to the ,gency '-s obligation to convey the Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 to Developer, each of the following conditions shall be satisfied { or waived by the Agency in its sole and absolute discret oni by the respective tires established therefor in the Sshedule o- Performance (Ar• achment Tic . 3 ) . 1 . the Developer pays into the Encyclopedia Lots Escrow the Landscaping Strip Purchase Price, the Encyclopedia Lot No . 1 Purchase Price, the Encyclopedia Lot No . 2 Purchase Price, and Developer' s share of the closing costs; and the Developer is not in default of those provisions of this Agreement that pertain to the Encyclopedia Lots Escrow; and _ . any environmental remediation required pursuant to Section 212 herein with respect to the Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 is complete, to the satisfaction of the Environmental Consultant and the Agency Executive Director; and 4 . the Developer has delivered to the Agency the executed mutual release required pursuant to Section 202 ( 5 ) hereof . The foregoing items numbered 1 to 4, inclusive, together constitute the "Conditions Precedent to the Agency' s Obligation to Convey the Landscaping Strip and Encyclopedia Lot Nos . = and 2 . '' 4. Conditions Precedent to Developer' s Obligation to Acquire the Landscaping Strip and Encypl pedia Lot Nos . 1 and 2 . Prior to and as conditions to the Developer' s obligation to acquire the Landscaping Strip and Encyclopedia Lot Nos . 1 aM 2, each of the following conditions shall be 05/IS/93 0756u 2460/042 -21- satisfied ( or waived by the Developer :n its sole and absolute discretion) by the respective times established therefor in the Schedule of Performance ( niachment No . 5 ) . the Agency shall not be in default of this Agreement with respect to the Encyclopedia Lots E Sc row; and 2 . the Agency shall have executed the Grant Deed with respect to the landscaping Strip and Encyclopedia Lot Not . 1 and 2 (Attachment No_ 5) , and deposited the executed Orant Deed into the Encyclopedia Lots Escrow and the Title Company shall be prepared to issue the title policy referred to in Sections 201 and 209; and 5 . any environmental remediar_on required pursuant to Sector. 212 herein with respect to the Landscaping Strip and Encyclopedia Lot Nos , 1 and 2 is complete, tc the satisfaction of the .:1- ironmen`.a'_ Consultant and the Developer; and the condition of the soils (excluding the environmental condition ) of the Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 is, in the Developer' s reasonable determination, suitable for the uses to which such parcels are to be put pursuant to this Agreement, provided that if the condition of the soils is not reasonably suitable to the Developer, the Developer has given written notice thereof to the Agency and the Agency has failed to cure such deficiency within a reasonatie time ; and J 5 . The Agency has executed the mutual release provided by the Developer pursuant to Section 202 (5 ) hereof . The foregoing items numbered 1 to 5 , inclusive, togethe_- constitute the "Conditions Precedent to the Developer' s Obligation to acquire the Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 . " 0. 1 §215 ] Zoning of the Site Before and as a condition precedent to the Agency' s obligation to convey the Agency Parcels, the Developer shall, at its own expense, make appropriate application to the City and secure or Cause to be secured any and all zoning changes, conditional use permits, and any other permits which may be reaulred by the City or any other governmental agency affected by such construction, development or work. The Developer shall 05 '18 !95 0756uv2460/042 -22- be 'responsinle to make such further appropriate application to the Cizy of Huntington Beach as may be necessary to satisfy all pzovis:ons of nhe California Subdivision Map tact (Government Code Section. 66410, It sue. ) , obtain all building permits, as required, and to satisfy all other local enactments pursuant thereto applicable with respect to the development of the Site, if any, such fuY ther actions are necessary for the development of the Site . The Developer shall prepare or cause to be prepared a parcel map or tract map for recordation to combine and assemble the Site as a separate legal parcel or parcels. P . 1 §2161 Submission of Evidence of Financing Commitments and Loan Closinn As required in this Agreement and within the time established therefor in the Schedule of Performance (Attachment Nc . 3 ) , the Developer shall use its :nest efforts to obtain, and if successful shall submit to the Agency evidence that the Developer :has s; -ained sufficient equity capital and firm and binding comm_nments for all financing necessary to undertake the development of the Site in accordance with this Agreement. The Developer stall close said financing concurrently with and as a conSi;.ion tc the conveyance of the Agency Parcels . The Agency Executive Director shall approve or disapprove such evidence of financing commitments prior to the Conveyance and within the time set fcrzh in the Schedule of Performance . Approval shall not be unreasonably withheld or conditioned. If the Agency Executive Director shall reasonably disapprove any such evidence of financing, the Agency Executive Director shall do sc by v:rit_en notice to the Developer stating the reasons for such disapprovai and the Developer shall promptly use its best efforts to obtain and if successful submit to the Agency new evidence of financing . The Agency Executive Director shall approve on disapprove such new evidence of financing in the same manner and within the same times established in this Section. 216 for the approval or disapproval of the evidence of financing as initially submitted to the Agency. Such evidence of financing shall include the following: 1 . A copy of the commitment obtained by the Developer- for the mortgage loan or loans for financing to fund the construction of the Improvements. The commitment for financing shall be in such form and content acceptable to the Agency Executive Director as reasonably evidences a legally binding, firm and enforceable commitment subject to the construction lender ' s customary and normal conditions and terms; and 2 . A copy of the contract between the Developer and one or more general contractors for the construction of the Improvements, certified by the Developer to be a true and correct copy thereof; and 05 j 18.'93 0756u l2460 '042 -23- 3 . A financial statement andlor other documentation satisfactory to the Agency Executive Director as evidence of other sources of capital sufficient to demonstrate that the Developer has adequate funds to cover the difference, if any, between construction and completion costs minus financing authorized by morugage loans. Q_ 1 §2171 Relocation The Agency agrees to perform all relocation obligations, at its sole cost, require: by law as a result of th execution of this Agreement and the construction of the Improvements . III . 1S3001 DEVELOPMENT OF THE SITE A. ! e3011 Development of the Site i . ! §302 , _cope Lf Development The Site shall be developed In accordance with the approvals and entitlements to be obtained pursuant to Section Z15 hereof, and as provided in the "Scope of Development" Which is attached hereto as Attachment No . 7 and is incorporated herein. This Section III shall not apply to Encyclopedia Lot Nc . 2 , and the Developer has made no covenants to the .agency with respect to the development of such parcel . The de-:elopmenn of the Site shall include both public improvements and private improvements on the Site (the "On-Site improvements" ) and public improvements off-site required by the City an0o_' the Agency and associated with the development of the Site { the "Off-Site improvements" ) (the On-Site Ilprovements and the Off-Site Improvements are referred to collectively as the " Improvements" ) . The Off-Site Improvements include, without limitation, the construction of a storm drain which is estimated tc cost approximately Thirty-Eight Thousand Seven Hundred Sixty-Seven Dollars ( $38, 767) , according to a preliminary cost estimate prepared by Hall & Foreman, Inc. dated January 5, 1993 , All such development of the On-Site Improvements and the Off-Site Improvements shall be at the sole cost and expense of the Developer . Upon the conveyance of title to the Agency Parcels, the Landscaping Strip and the Encyclopedia Lots, the Developer shall commence and complete construction of the Improvements on the Site by the time established therefor in the Schedule of Performance (Attachment No . 3 ) . The Off-Site Improvements, including without limitation the above-referenced storm, drain., shall be completed by the times required by the 05/18 /93 0756u/2460;042 -24- applicable conditional use permit, tract map conditions or ot:zer permits or entit:ements . The development shall include any plans and specificat_ons submitted to the City and.• or Agency for approval , and shall incorporate or show compliance with all cond-tions and rri`.igatior_ measures, if any, to the approvals referenced in Section. 215 herein. 2 . §3-0 Site Pear: The Aaencv acknowledoes that the Develoner has Prepared a_z subnitted :.a the C-izy for its approval a Site Plan and related documents which conform -o requirements of the City and which conLain the o--erall plan for development of the Site . The Site shad be develcned as established in this Aareemen z and such documents except as changes may be mutually aareed upon between the Developer and the Agency. Any such changes shall be with;.n the _imitations o_' the Scope of -levelooment (..;.tacnment No . 7 . ( §304- j C_onstruction Drawings and Related Document Ev the time set forth therefor in the Schedule of Fe-fornianve (.�ttachm-er-- No . 3 ) , the Developer shall prepare and submit to the Citl in form sultabie for plan check, construczlon drawings, ianoscape plans, and related documents for development of the lm rovemenLs . Ariv items So submitted and appi-ai-ed in writing by the City shall not be subject to subsequent disappro•-.Yal . Mny ;teas disapproved shall be revised and resubmitted within fi _teen ( 15 ) days of disapproval . The ianascap_na and finished grading plans shall be prepared by a professional landscape architect or registered engineer who may be affiliated with the same firm as =ze De•.?e_oper s a.chi 4e4L or civil engineer. During the preparation of all drawings and plans, staff of Lhe C_tv and the i:gency% and the Developer shall hold regular progress meetings to coord-nate the preparation of, submission to, and review of drawings, plans and related documents by the City. The staff of City and the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speedy consideration. 4. [ §305j Review and Approval of Plans, Drawings, and Related Documents The :agency Executive Director and the City shall have the right of architectural and planning review of all plans and submissions, including any changes therein. 05/18/93 0756u '2460'042 -25- Duri::c each stage of the processing for Imp 7.,ements, the Aaencv Executive Director and the City shall s:a-✓e the riazt, to reasonably require additional i nforma-ion sub)ect to compliance with the Permit Streamlining riot and shall ad-.-:.se the De-,.?eloper if any submittal of plans or drawings is not complete or not in accordance with City/Agenc% procedures . If the Agenc•✓ Executive Directo_- or the City determines that such a submittal is not complete or not in accordance wi h p,_-ocedures, such tender shall not be deemed to constitute a submizta_ 1"or purposes of satisfying the Schedule of Performance ( ttachment No . 3 ) . If the Developer desires to make any substantial changes in the construction plans after their approval by the Agency Executive Direc-�or and the City, the Developer shall submit the proposed change to the gancy and the City for their approval . I : the ccnsr_- tior plans, as modified by the proposed charue . conform to the rec:u2rerm:ents of Section 305 of ti:_s Agreement, and the Scope of Development (Attachment No . 7 ) the Uency Executi:•e Director and the City will approve the propose- change andiiotify the Developer in writing within_ 30 days after suonission to the Agency Executive Director and the Cats'. 1 §3061 Cost of Development k1l costs for planning, designing, and construct:.nq the Impro-,ements and ot:er duties of Developer set i'o­rh in t'r_=:, kareenent shall be borne exclusively by the De':elcpe_ . Tine Develoner assumes the responsibility to cons,!:_-uct anu shall let contracts for or cause to be cons"�_-ucted all Off-cite Improvements developed pursuant to s r.crreeme_Z v . 7-h- Developer shall be responsible for all fees associated 'with development of the Improvements, including, without 1_r'_4atio :, school facilities fees and other generally applicable impact fees . c . , §3071 Construction Schedule The Developer shall commence and complete the Improvements by the time established therefor in the Schedule of. Performance (t_achment No . 3 ) . i . [ �3081 Indemnity, Bodily injury and Property Damage Insurance The Developer shall defend, assume all responsibility for and hold the Lgency and the City, and their respective officers, agents and employees, harmless from all claims or suits for, and damages to, property and injuries to 05,'18.'93 0756u,'2460/042 -26- persons, including accidental death ( including attorneys fees and costs) , which may be caused by any of the Developer' s activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or Indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall take out and maintain., until a Certificate of Completion for the Pr03ect is granted by the Agency, a comprehensive liability policy in the amount of Two Million. Dollars ( $2 , 000, 000 ) combined single limit policy, including contractual liability, as shall protect the Developer, the City, and the Agency from claims for such damages . The policy may not be on a claims made basis . insurance coverage furnished by the Developer pursuant to this Section 308 shall conform to this Section 308 and shay_ pertain to all activities on the Site and adjacent public rights-of-way surrounding the Site and all work on off-site public improvements . Developer shall furnish Agency a certificate of insurance from the insure- evidencing compliance with this Section 30S and providing that the insurer shall not cancel or modify the policy without thirty ( 30 ) days ' written notice to Agency. Developer shall give Agency prompt and timely notice of. any claim made or suit instituted. agency, City, and their officers, employees and agents, ;tali also be named as additional insure! in any policies of Developer ' s contractors covering +lore: under this :agreement, and such: policies shall comply with this paragraph. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement shall so state . The polio; shall contain a wai• er of subrogation. Such certificates shall be approved by the City Attorney. Developer shall comply with all of the provisions of the Workers Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or Federal acts or laws applicable, and shall provide policies in amounts not less than One Hundred Thousand Dollars ( $100, 000) bodily injury by accident, each occurrence, and One Hundred Thousand Dollars ( $100, 000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ( $250, 000) bodily injury by disease, policy limit. Developer shall hold Agency and City harmless from any claims arising thereunder. Developer shall furnish to Agency a certificate of Workers Compensation insurance providing that the insurer Shall not cancel o: modify the policy without thirty ( 30) days' prior written notice to Agency. 05/18/93 0756u/2460/042 -27- 8 . [ §309J City and Cth_er Governmental_Aaency Permits Before commencement of construction or deyelopment of any buildings, structures or other works of improvement upon the Site or within the Project Area, the Developer shall, at ios own expense, secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or wort: . It is understood that the Developer is obligated to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain building permits; the Agency will , without obligation to incur liability or expense therefor, use its best efforts to expedite issuance of building permits and certificates of occupancy for construction that meets the recurremen`s of the City Code . Q . [ §310 ` Riahts of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right of access to the Site without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Improvements, sc long as they comply with all safety rules. Such _-epresentatives of the Agency or of the City shall be those who are so identified in writing by the Director of the Agency. The Agency shall hold the Developer harmless from any bodily injury or related damages arising out of the activities of the Agency and the City as referred to in this Section 310. =he Develoner shall place and maintain on the Site signs indicating the respective roles of the Developer and the Agency in the Project . The cost of the signs and their installation shall be borne solely by the Developer. 1C . ( §311J Local, State and Federal Laws The Developer- shall perform under this Agreement and carry out its performance under this Agreement, including without limitation the construction of the Improvements, in conformity with all applicable federal and state lawn and local ordinances, including all applicable federal and state labor standards, as to the Site, provided, however, Developer and its contractors, successors, assigns, transferees, and lessees do not waive their lights to contest any such laws, rules or standards . 05 i18/93 0?56u/2460/042 -28- i 1 . 1 §312 ; Non-Di scrimanation Forsuant tc Sections 33435 and 33050 of the California Community Redevelopment Law, the Developer for itself and its successors and assigns, agrees, that in the construction of Improvements on the Site or other performance under this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race , color, religion, sex, marital status, ancestry, or national trigin. 12 . 1 §313 ; Taxes and Assessments After the conveyance of title to the Agency Parcels, Landscaping Strip and the Encyclopedia Lots, the Developer shall pay when due all real estate taxes and assessments on the Site so long as the Developer retains any interest therein. Prior to the sale or transfer of the Site , or any portion thereof , the Developer shall remove or have r"=ved any levy or attachment made on any of the Site or any part thereof , or assure the satisfaction thereof within a reasonable time but in any event prior to said sale or transfer . 1 §3_= ; Grant of Easements Ercep: as prohibited by Section 107 hereof, the De- eloper may grant temporary or permanent easements or permits to fa_ilita _- the development of the Site . C. 1 g315 l Mcrtanew, _Deed of 'Trust, Sale and Lease-Bach F_nancinq; Rights of holders 1 . 1 §5161 No Encumbrances Except Mortgaa_es, Deeds of _rust, or Sale and Lease-back for De'.°eiopment - - - -- Mortgages, deeds of trust and sales and leases.-back are to be permitted before completion of the construction of the Improvements, but only for the purpose of securing loans of funds to be used for financing the acquisition of the Site, the construction of the Improvements, interest and carry charges, and any other purposes necessary and appropriate in connection with development under this Agreement . The Developer shall notify the Agency in advance of any :mortgage, deed of trust or sale and lease-back financing, if the Developer proposes to enter into the same before completion of the construction of the improvements on the Site. The words "mortgage and "trust deed" as used hereinafter shall include sale and lease-back. The Developer shall not enter into any such conveyance for financing without the prior written approval of the Agency, which approval Agency 05 '1SY93 0756uM,60,'0z2 -29- agrees to give if any such conveyance for financing is given to a responsible Financial or lending institution or other acceptable person or entity and is for the purposes stated above . The Developer understands and agrees that the Agency will evaluate and may reasonably approve or disapprove such proposed lender on the basis of, among other things, whether such person or entity has the qualifications and financial responsibility necessary to complete the Improvements, as provided in Section 318 hereof . The Agency agrees to act reasonably in considering any changes to this Agreement requested by such lender so long, as the rights of the Agency are not materially impaired by such change; provided, however, the :agency shall have no obligation to make any such changes. 2 . 1 §3171 Holder Not Obligated to Construct Imorovements ~ — The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the pro7isions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the deed for the Agency :arcels, the Landscaping Strip, or any of the Encyclopedia Loos be construed so to oblayate such holder . Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construco any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 3 . [ g318 ; Notice of Default to Mortgagee or Deed of Trust Holders ; Right to Cure With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever the Agency shall deli er any notice or demand to Developer with respect to any breach or default by the Developer in completion of construction of the Improvements, the Agency may at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such notice or demand. Each such holder shall ( insofar as the rights of the Agency are concerned) have the right, at its option, within sixty (60) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Developer' s obligations to the Agency by written agreement satisfactory to the :agency. The holder, in that event, must agree to complete, ;n the manner provided in this 05 '18/93 0756u/2460!042 -30- Agreement, the ?mprovement, to which the lien or title of such holder relates. Any such holder properly completing such improvemen-i shall be en-zatled, upon compliance with the requirements of Section 322 of this Agreement, to a Certificate of Completion: ( as -her-in de_`ined) . 4 . 1 §319 ] Failure of Holder to Complete im, Kayemen:ts Tn any case where: sixty ( 60) days after default and receipt of the notice of said default by the Developer in completion of construction of improvements under this Agreement, the holder of anv mortgage or deed of trust creating a 'lien or encumbrance upon the Site or any part thereof has not exercised the option to construct, or if it has exercised the option and has not proceeded diligently with construction, the Agency mat purchase the mortgage or deed of trust by payment to the ho'_de'. of the amount of t`- he unpaid mortgage or deed of trust debt, including_. principal and interest and all other sums due to such holder and secured by the mortgage or deed of trust . I ; the owrershic o_` the Site or any part thereof has vested in the holder, tine : gent,., if it so desires, shall be entitled zo a coiv-eyance from t::e holder to the Acxencv upon Payment to -he holder of ar amount equal to the sum of the foli owl i:g a . The urpa;a mortgage or deed of trust debt at the time title became vested in the holder ( less all appropriate credits, including those resulting from collection and application of rentals and. other income received during foreclosure proceedings) ; b . All expenses with respect to soreclosure; C . The net expense, if any (exclusive of general overhead) , incurred by the holder as a direct result of the subsequent management of the Site or part thereof; d. The costs of any improvements made by such holder; and e. An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or 05, 18/93 0756u:"2460 ,"0 42 -31- deed of trust debt and such debt had continued in existence to the date of payment by the Agency; less f . Any income derived by the '_ender from operations conducted on the Site ( the receipt of principal and interest payments in the ordinary course of the lender' s business shall not constitute income fo_ the purposes of this subsection Q . 5 . [ §320 ) Raght of the Agency to Cure Mortgage or Deed of Trust Default In the event of a mortgage or deed of trust default or breach by the Developer prior to the completion of the ccnstrowtion of the Improvements on the Site or any par thereof and the holder of any mortgage or deed of trust has not exercised its option to construct, the Agency may cure the default. in such event, the :agency shall be entitled to reimbursement from the Developer of all proper costs and expenses associated with and attributable to the curing of the mortgage ow deed cf trust defau_= or breach of this Agreement by the Developer and incurred by the Agency in curing such default. The Agency shall also he entitled to a lien upon the Site to the extenn of such incurred costs and disbursements. Any such 1;et; shall l be sub3ect to the prior construction financing mortgages or deeds of trust - D . ! §32i ; Eight of the Aaenc a to Satisfy Other_ Liens on the Site After Title Passes :after the conveyance of title to the :agency Parcels, the landscaping Strip and the Encyclopedia Lots and prior to the coy:,pla ion of construction of the Improvements on the Site, and after the Developer has :had written notice and has failed after a reasonable time, but in any evert not less than thirty (30 ) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the righn but no obligation to satisfy any such liens or encumbrances . E. ; §3221 Certificate of Completion Promptly after the completion of all of the improvements on and with respect to the Site in conformity with this Agreement ( as determined by the Executive Director of the Agency) , and upon the written request of the Developer, the Agency Executive Director shall on behalf of the Agency furnish the Developer with a Certificate of Completion ( in the form attached hereto as Attachment No. 8 ) 05;l8/?3 07S6u/2460/042 -32- which evidences and ietermznes the satisfactory completion of such construction, pro•tiidei that such Certificate of Completion does not release the Levelope_- from.: those provisions and covenants specified in this Agreement, the Grant Deed, the � Redevelopment Plan and the California Community Redevelopment Law which survive the completion of construction. The issuance and recordation of a Certificate of Completion (Attachment No. 8) with respect to the _mprovements shall not supersede, cancel , amend or limit the continued effectiveness of any obligations relating to the maintenance, or uses, or payment of monies, on any other obligations except for the obligation to complete construction of the Improvements as of the time of the issuance of such certificate . If the Agency refuses or falls to furnish a Certificate of Completion after written request from the Developer, the Agency shall , as soot: as :seasonably possible but in no event laver than thirty ( 30) days of the written request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish such Certificate of complet=on. Upon issuance of a Certificate of Completion (?attachment No . 6 ) for the improvements, construction of the applicable Improvement_ shall be conclusively deemed to have been completed in conformity with this Agreement. The Certificate of Completion is not a notice of completion as referred to in Section 3C93 of the California Civil Code. IV. 1 §4001 USE OF THE _:TE A. 1 §4011 Affordable Ho_ssling i . Construction of Affordable Housing, The Developer cove nanos ant agyees to geveiop a total of thirty-eight ( 36 ) ncusing units on the Site in conformity with the Scope of De"eiopment (Attachment No . 7 ) , and to reserve twenty-five (25 ) of the housing units developed on the Site ( the "Affordable Units" ) for moderate income housing as provided herein. The Developer shall not be obligated to reserve any units fcr "Lower Income Households, " as that term is defined in Health and Safety Code Section 50079 . 5 . No fewer that. seven ( 7 ) of the Affordable Units shall be "Plan A" units (two bedrooms , approximately 1358 square feet) , no fewer than seven ( 7 ) of the Affordable Units shall be "Plan C" units ( two (2 ) bedrooms, appro%imate_y 1694 square feet) and the remainder of the Affordable Units shall be "Plan B" Units (one bedroom and den, approximately 1298 square feet) , as those terms are further defined it the Scope of Development. The location and specifications of the Affordable Units shall be as set forth in the Scope of Development, or as otherwise mutually agreed upon 05/18/93 075eu"2460 '042 -33- by the Lei eioper and the Agency Executive Director; provided, that Developer shall have the right to approve or disapprove any increases above the minimum number of Plan A and. Plan C units in its sole and absolute discretion. The Developer shall consrruct and fixtur_ze the Affordable Units in the same manner and to the same level of quality as the comparable market-rate units . 2 . k_;encv Assistance . The Agency agrees to reserve and expend up to Seven Hundred Fifty Thousand Dollars ( $750, 000 ) from, its Low- and Moderate-Income Housing Fund, or such other funds of its choice, for the purpose of assisting Moderate Income purchasers of the Affordable Units. The Agency shall co;mso sufficient funds to the buyer of each Affordable Unit se as to ensure that the buyer' s monthly :housing payments do not exceed an "Affordable Housing Cost, " as defined in parag aph _ of nlhis Secnion 401 , provided , however, that the Agency shall in no e�-•ent be required to expend more 4han Thi „-F i . = THousani Dollars ( VS , 00'01 with respect to any single Affordable Unit . The .Agency' s expenditures shall be in the forms of icans t.''. such purchasers, with interest payments deferred until the ,due :ate of such loans, and with a provision u:hat equity-sharing shall be payable if the loan becomes due within twenty ( 20 ) years and the :Affordable Unit is not conveyed tc another Moderate Income Purchaser at an Affordable Housing Conn . The Agency currently: intends that such loans shall be substantially in the form of the "Loan Agreement" artached hare . _ as :. achment No . & and incorporated herein. However, except as provided herein, the particular terms of the Xgenc ' s affordable housing program with respect to the Site , including the Ora Lion of any resale controls and other restrictions placed upon the dwelling units assisted, Sisall be determined Oy Agency in its sole discretion, in compliance with appl,cabie laws . In recognition of the fact, however, that the contenn of the Agency' s affordable housing program with respect no the Site will impact the success or failure of such program and the further fact that the success or failure of the Agency' s affordable housing program will :have a corresponding impact on Developer' s sales program, Agency agrees to cooperate and consult with Developer regarding the formulation and implements ion of such program and any amendments to such program and to act reasonably in making such changes and formulating such program. The Agency shall not be obligated to expend any portion of such funds which is not necessary to enable the Affordable Units to be purchased at an Affordable Housing Cost. 3 . Sale of Affordable Units. From the date Developer obtains its final public report from the California Department of Neal Estate authorizing the sale of condominium 05116193 07S6uz2460i042 -34- units on the Site through the later of ( i ) ninety ( 90) days after the opening of the sales models within the project or ( ii ) the date that is thirty ( 30) days after the date that the City issues its :certificate of Occupancy (or, if no such Certificate of Occupancy is granted by the City, the final building inspection or other occupancy permit as is issued by the City in the normal course of business ) for the Improvements on the Site ( the "Affordability Period" ) , Developer shall not enter into any contract to sell any of the Affordable Units, except with the express written approval of the Agency' s Executive Director or designee . The Developer and the Agency Executive Director may agree, in writing, to extend the term of the Affordability Period to a mutually agreeable time . The Developer shall apply the same lawful and non-discriminatory criteria to such proposed purchasers approved by the Agency as to other potential purchasers, taking into consideration any f:nanwiai commitment of the Agency to finance a portion of the Affordable Unit purchase price . The Developer shall not be enti .._ad is re3 ect such a purchase_ on nhe basis that the purchase price for the Affordable Unin is less than the price the Developer would receive if the unit were sold at a market price, so _once as the Developer receives the compensation provided for in Paragraph 4 of this Section 401 . During the rffordati _it;• Period, Developer shall cooperate with Agency' s staff to sell such units only to qualified and eligible Moderate income rinuse :old_ meeting the requirements of Agency' ss affordable housing program for the Site . in addition, the Kgency shall be entitled during the Affordabilit_. Period to enter a written agreement with the Developer to purchase one or more of he Affordable Units for the purpose of resale to a Moderate income Household at a later mime . After the end of the .=fiordabilit, Period, Developer shall have no further obligation to reserve any of the remaining affordable Units for Moderate income Households , an; Developer shall be free to sell any of such Affordable Units to any person or household without regard to income and free of any restrictions that might apply to Moderate Income Households purchasing units pursuant to the Agency' s program; provided, however, that until such dwelling units are in _`act sold to other purchasers, Developer agrees to accept as purchasers on a nor.-discriminatory basis the Agency and otherwise qualified and eligible Moderate Income Households participating in Agency' s affordable housing program. Except as expressly set forth in this Agreement, the Developer shall have no obligations to the Agency to provide affordable housing on the Site; provided, however, that nothing in this paragraph shall be construed as releasing the Developer from its obligations pursuant to Conditional Use Permit No. 90-12 ( revised as of November 4, 1992 ) to sell twelve ( 12 ) dwelling units to Moderate Income Households. 05/18/93 0756u/2460/042 -35- Except, as expressly set fortis in this Section 401 , Developer shaii have no obligations with respect to maintaining or preserving the affordabi_i ny of housing units on the Site to any purchasers located by the Agency. Developer shall mane appropriate disclosures to purchasers of all units on the Site of the Agency' s housing program pursuant to this Section 401 _ 4. Determination of Purchase Price . Each Affordable Unit sold to a Moderate Income Household or the Agency pursuant to Section 401 ( 3 ) above shall be sold at an Affordable Housing Cost ( as defined below) . The Purchase Price for the :agency Parcels was calculated by reference to the following "Projected Sales Prices" for the Condominium units : a . Plan $1H:, 900 b. Plan E : $209 , 900 Play: C. $=' a aC0 The Projected Sams ?races ,were calculated by the Developer and accepted by the Agency with reference to the "Pro Forma" annivs:s attached hereto as Attachment No. 10 and ln:crporul_ !:erein by Yefore ce . The Developer represents to the Agency =ha: the Pro '±crma is a good faith estimate at the current time of its costs of conc:.ructing the Improvements, and may change due to changes in labor and material costs and other factors beyond Developer ' s conir_ l . S . Defini 4Aons - "Affordable Hcusi nr. Cost" shall mean, as to each Moderate income Household, that purchase price which would result in monthly housing payments ( including principal , interest, taxes, insurance, homeowners ' association dues and utilities ) under currently prevailing mortgage rates or the interest rate of any below-market mortgage program for which such Toderate Income Household has obtained a first trust deed logy:, which does :lot exceed thirty-five percent ( 35%) of One Hundred Ten Percent ( 110%) of the Orange County monthly median income for a household size appropriate to the Affordable Unit ( as established from time to time by the United States Department of Housing and Urban Development) , or at the option of the Developer Thirty-Five Percent (35%) of the actual Monthly income of any Moderate Income Household Purchaser which ea_nz more than One 'Hundred men Percent ( 110%) and not more than One Hundred Twenty Percent ( 120%) of the Orange County monthly median income . 05.'18.'93 0756u/2460,'042 -3 6- "Moderate income households" shall mean persons or families earning not more than One Hundred Twenty percent ( 12C%) of Orange County median income, adjusted for appropriate family size . 6 . Ap royal of Purchasers . In addition to the discretion reserves by Agency with respect to its Affordable Housing Program, as referred to in Section 401 ( 1 ) herein, Developer acknowledges that the Agency shall not be required to approve a purchaser of an affordable Unit unless the Agency determines that ( a ) the proposed purchaser intends to occupy the unit as the proposed purchaser' s principal residence for a period of at least five ( 5 ) years, (b) the proposed purchaser is a Moderate Income Household, (c ) the proposed transfer occurs at an Affordable Housing Cost, and ( d) the amount payable by the ,agency to the Developer upon the sale of such Affordable Unit, including the amount to be placed in the escrow account, does not exceed Thirty-Fire Thousand Dollars ( S35 , 0001 . :s a condition to approval , each such proposed purchase_- shall be required to submit to the Agency such information and completed forms as the Agency shall request to certify the transfer price and proposed purchaser ' s intent with respect to its residence in the unit and its gross income . As a condition to approval , prior to the conveyance of the Affordable Unit, each approved purchaser shall be required to submit tc the Agency an executed disclosure statement which. certifies that the purchaser is aware that the purchaser may only sell the : nit an an Affordable lousing Cost to a Moderate Income Household, that the maXIMSM permitted sales price may be less than fair market value and that the unit must be owner-occupied at all tamer and cannot be rented or !eased. The De7eloper skull cooperate with the Agenc f in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and provide any required information to the :agency in connection with the Developer' s original sale of the Affordable Units. The Agency shall approve or disapprove such proposed buyers within fifteen ( 15 ) workings days or its receipt of all requested information, forms and disclosure statements from such proposed buyers. 7 . Covenants to Remain Affordable. Prior to the conveyance of each of the Affordable Units each Moderate income Household purchaser of an Affordable Unit shall execute and record in the officsal records of Orange County, California a Declaration of Covenants, Conditions and Restrictions or similar agreement with :agency ( "CCARs" ) with respect to such Affordable Unit. The CC&Rs may, at the option of the Agency, 05/18/93 0756u/2460/042 -37- be in the form of the CC&Rs attached as Exhibit L to the Loan Agreement (Attachment No . 6) , or such other form provided by the Agency to Y e= lect the terms of its program of financial assistance . The Developer shall have no obligations with respect no mainta,nang or preserving the affordability of the Affordable Units . S . Agency Cooperation. At the sole discretion of the Agency Executive Director, the Agency may cooperate with the Developer in applying for subsidized deferred payment and low interest financing programs; provided, however, that the Agency shall in no event be obligated to pay or loan to or on behalf of Developer any tees for application to such loan programs . E. 1 §4021 use In Accordance with Redeveioument Plan; Ncn IsC_-Ifiinat1on 1 . The Developer covenants and agrees for itself, its successors, its assigns_ and every successor in interest to :.he Si?_e or any part ..hereof that the Developer and such successors and assignees , shall not devote the Site to any uses not specified or permitted in the Redevelopment Plan, the Grant Deets (-.tnachments No . 4 and No. 5 ) or this Agreement for the periods of time specified therein. The foregoing covenants shall run with the '_and. The Developer may assign its otli_:anions untie= thin Section to any homeowner' s association to which all owners of lndi7idual dwelling units on the Site are requiret to loin and belong. ~ The Developer covenants by and for itself and any successors in interest that there shah be no discrimination against cr segregation of any person or group of persons on account c_ Face , color , creed, religion, sex, marital status, handicap, :rational origin or ancestry in the sale, lease, sublease , zra.nnfe_ , use, occupancy, tenure or en3oyment of the Site, nor shall the Developer itself or any person claiming under or trough it establish o: permit any such practice or pracmices of discrimination or segregation with reference to the selection., location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site . The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental , sale or lease of the property on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person . All such deeds, leases or contracts shall contain or be sub]ect to substantially the following nondiscrimination or nonsegregation clauses: 05;I8193 D756u.'2460 '042 -36- ( 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 throws them, that theme shall be no discrimination against or segregation of , any person or group of persons on account of race, color, creed, religion., sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or en3oyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein con-.eyed. The foregoing covenants shall run with the '_and. " (b) in leases: "The lessee herein covenants by and :or 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 sub;eon to the following conditions : "There shall be no discrimination against or segregation of any person or group of persons on account of race , color, creec, relig_,von, sen, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use , occapancy, tenure or en3oyment of the premises herein leased nor shall the lessee himself or herself , or any person claiming under or through him or her, establish or- permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendee in the promises herei., leased. '' ( c ) In contracts : "There shall be no discrimination against or segregation of, any person, or group of persons or, account of race, color , creed, religion, sex, marina'_ status, handicap, ancestry or National origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or en3oyment of the premises, _nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number , use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises. '' The covenan_s established in this Agreement and the Grant Deed for the Site shall , without regard to technical classification and designation., be binding for the benefit and in favor of the Agency, its successors and assigns, the City 05 /18 93 075eu!2460l042 -39- and any successor in interest to the Site, or any part hereof . The cotenants against racial discrimination shall remain in effect in perpetuity. C . ; o4C3 ] Effect of Violation of the Terms and Pr ov;si_ons of t_hi s Aareement After Completion of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Pr03ec! Area . The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights ant remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such wreaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. D. 1 §40: 1 Zain:.enance of the Site 1 . Association Covenants . Prior to and as a condition of to Con •eyance of the Agency Parcels to the Developer, the Developer shall prepare and submit to the Agency and _he City A ttcrne_'' s office for their approval a Declaration of Covenants, Conditions and Restrictions ( "Association CC&Rs" ) which establishes a property owner' s association ( the "':ssocianion" ) . The Association CCicRs shall require the owners of all dwelling utnits constructed on the Site to be members of the Association. The Association CC&Rs shall entitle each owner to use of the common areas and facilities to be constructed on she Site, and shall set forth an equitable apportionment of the costs of maintaining and operating such common areas and facilities . The Association CC&Rs shall also obligate the Association to maintain and assume all liability for any landscaping which is actually installed on the Site and any landscaping required by the Scope of Development (Attachment No . ? ) to be installed on publicly owned land adjacent to the Site. The location of such landscaping shall be set forth in a landscaping map attached to and incorporated into the Association CC&Rs . The Association CC&Rs shall be recorded concurrently with the closing of the Agency Parcels Escrow pursuant, to Section 203 hereof, prior and superior to the recordation of and construction loan. 05/i8 43 0756u '2460/042 -40- 2 . D_:ring the period of the Developer ' s ownership of the Site or any portion thereof, the Developer shall maintain the improvements which it owns an the Size In conformity with the Huntington Beach Municipal Code and within the conditions set forth In the Grant Deeds (Attachment No . 4 and No . 5 ) , and shall keep the Site free from any accumulation of debris or waste materials . During such period, the Developer shall also maintain the landscaping required to be planted on the Site and ad] acent to the Site under the Scope of Development (Attachment No- 7) in a :healthy condition. if, at and' time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency, either the Agency or the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incu_-_-ed for such maintenance. 3 . Issuance of a Certificate of Completion by the Agency shall not affect Developer ' s obligations under this Section 404. Such obligations shall remain in effect until Ju'_v 18, 2018; provided, that at the time Developer conveys ownership of the common areas 'v:ithln the Site to the Association, the maintenance responsibility shall run with the land and the Developer shall have no further obligations under this Section: 40? with respect to such common areas; and further provided, that at the time Developer sells a particular dwelling unit , the maintenance responsibility with respect to such unit shall run with the land and Developer shall have no further obligations pursuant to this Section 404 with respect to such unit. E . [ §4051 Best Efforts to Sell Affordable Units The Developer agrees to exercise best efforts consistent with prudent business practices to sell all of the Affordable Units developed cn the Site as soon as practical following the date of the issuance of the Certificate of Completion (Attachment No . 8) for the Improvements . The Developer- agrees that the Affordable Units shall not be leased or rented by the Developer or any party related to the Developer unless prior written approval is obtained by the Agency. V. [ §500j DEFAULTS AND REMEDIES A. 1 §5011 Defaults -- General Subject to the extensions of time set forth in Section 603 , failure or delay by either party to perform any term or provision of this Agreement constitutes a default under 05:'1S/93 0756u/2460;042 -41- this Agreemeni , ?'t party claiming a default shall give written notice cf default to the other party, specifying the default complained of ani the actions required tc correct such default. The claimant shall not ins`_;t"te proceedings against the other par Ms if the ogler party, within thirty (30 ) days from receipt of such ?notice, immediately and with due diligence commence to cure. correct or remedy such failure or delay and completes such prise, cor_'ectlon or remedy as soon as reasonably practicable thereafter . . E . 1 §502 ; Legal Actions 1 §5031 Institution of Leaal Actions In addition to any other rights or remedies and sur_eot tc the resM_ _ _yions In Section 501 , either party shall submit any and all disputes seeking specific performance of the terms of this Agreement, or to cure, correct or remedy any default, to recover :amages for anv default, or to obtain any other legal or equinatle remedy consistent with the purpose of thisAgreement: only to a retired Judge of the Superior Court in and for the State cf California (hereinafter "Superior Court" ) the following manner: ( a ) The parties mast agree on the Judge ' s identity wither. five (5 ) days after the dispute arises or, at the end of the fv ;th day, the parties ' respective counsel shall be authorized to agree upon the Judge ' s identity and bind their clients . Failure to cooperate in this se] ection process waives the uncooperative party' s right to participate in the selection process, or object to the Judge selected. (b ) Disputed matters shall be promptly submitted to the Judge in a manner de nermi ned by him Ver following his/her selection. Once a matner is submitted to the Judge, s/he is empowered with the full authority of a 3udge sitting on the bench of the Superior Court in and for the State of California (hereinafter "Superior Court" ) , and may make any ruling consistent with that power. In order to implement this provision, the parties, by executing this Agreement, agree to execute and file with the Superior Court, such papers as are appropriate to procure 05, lem 0 56u/246010:2 -42- the appointmenn of said Judge as a Judge Pro-Tempore of the Superior Court . ( c ) The Judge may make any order s;he feels is appropriate regarding which party should bear or be awarded attorneys' fees and,. or costs, and which party or parties should pay for the fees and costs of the Judge . (d) The rights of judicial review granted under this Paragraph are the only rights of judicial review that are available to the parties hereto . They are exclusive of a'_1 other rights of relief which :night otherwise be held by them . It i, their intention that all of the disputes arising out of, or related to, their execution of this Agreement, or the rights or responsibilities granted or imposed by this. Agreement, be resolved exclusively in the manner provided for in this Paragraph and its subparts . Consistent with this intention, the parties, by executing, this Agreement, specifically acknowledge that the decisions and orders of the Judge are nonappeaiable and nonreviewable, and, therefore, they are wai•:ing their rights to seek relief in the State or Federal Courts, except for the purpose of securing and confirming the authoyiry of the Judge provided for herein, and to enforce his.'he_- decisions and orders by confirmation pu_suant to the California Code of Civil Procedure Section 1280 et. sea. , or through appropriate in3unctive relief . In the even that a party files any action inconsistent with the terms of this Paragraph, then the party filing the action will be liable for all fees and costs actually incurred by the other party in responding to said action, regardless of its outcome. 2 . 1 §5041 Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this agreement. 05 !B/e3 0756u/2460%042 -43- 3 . qS051 .ycceotlnce of Service of Process n :he event that any action is commenced by the Developer against the Agency, service of process on the Agency shall be made by persona_ service upon the Director o: in such other manner as may be provided by the retired judge. in the event that any action is commenced by the Agency against the Developer, service of process on the Developer, if applicable, shall be grade by personal service upon: any partner orvofficer or director of the Developer and shall be -valid whether made within or without the State of California or in such other manner as may be provided by the retired judge . Service of any of the foregoing, natural persons accomplished by or on behalf of the Agency shall be deemed to effect service on the Developer ( and all of its constituent members ) to the greatest extent permitted by law. C . 1 §5061 Rlahts and Remedies Are Cumulative Except as otherwise empressly stated In this Agreement, the rights anti remedien of the parties are cumulative, and the exercise by either party of one or more of such righoz cr remedies shall nct _;preclude the exercise by it, at s soli!- or Of erent times , of any other rights or remedies for the same de=aul= or any other default by the other party. D . 1 §5071 In;ct_on *dot a Waimer of Default Any failures or delays by either party in asserting any of ins rigkvs and _emedies as to anv default steal; not operate as a wa: er of any default or cf any such rights or remedies , or deprive either such party of its right to institute and maintain any actions or proceedings which It may deem necessary to protect, assert or enforce any such rights or remedies . E . ic508 ! Remedies and Riahts of Terminatior, Prior to Con.v -ance jo5091 Damaaes Frig: to the Conveyance of the Agency Parcels, if e1 ther party defaults with rega_-d to any of the provisions of :.his Agreement , the non-defaulting part_; shall serve written notice of such default upon the defaulting party. If the default is not cured within the time as set forth in Section 501 , the defaulting party shall be liable to the other party for any damages caused by such default, except as provided in Section 51i herein. 05 118/93 0756u/2460/042 -44- _ . [ §510j Snecific Performance Prior to the Conveyance cf the :agency Parcels, if either party defaults under any of the provisions of this Agreement, the ncn-defaulting party shall serve written notice of such default upon the defaulting part;;. If the default is not cure& b., the defaulting party within the time set forth in Section 501 , the non-defaulting party at its option may thereafter (but not lefore ) seek specific performance of terms of this Agreement in accordance with Section 503 herein. 3 . 1 §511 Termination W the Developer Prior to the Convevance A. In the event that prior to the Conveyance of the Agency Parcels the Developer is not ;n default of the Agreement and: ( a ) any of the Conditions Precedent to Developer ' s Obligation to Acquire the Agenc•. Parcels, as described in Section 214(2 ) of this Agreement, have not been timely satisfied for waived by the Developer in its sole and absolute discretion) ; or (b) 7he environmental Consultant determines that the keme:ration Cost exceeds One Hundred Thousand Dollars ( $100, 000 ) and neither party has agreed to pay the additional Remediatlon. Cost in excess of One hunired Thousand Dollars ( 5100, 000 ) ; or ( c ) The Agency is in default of this Agreement and has not cured or commenced to cure such default within the rime period set forth in Section 501 hereof; then, sub3ect to the applicable cure provisions contained in Section 501 herein, at the option_ of the Developer, thirty ( 30) days after written notice thereof is delivered to the Agency, all provisions of this Agreement with respect to the Agency Parcels land the Site ) shall terminate and be of no further force and effect ani the Developer Deposit shall be returned to the Developer; thereafter, neither the Agency nor the Developer shall have any further rights against or liability to the other with respect to the Agency Parcels ( or the Site ) under this Agreement; provided, however, that such a termination shall not affect the parties ' obligations with respect to Conveyance of C5:1S,'a3 0756u/24601042 -45- -.he Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 , and, in addition, shall not deprive the Developer of its damages remedy pursuant to Section 509 hereof. B. In the event that prior to the Conveyance of Encyclopedia Lot Nos . 1 and 2 the Developer is not in default of the Agreement and: ( a ) any of the Conditions Precedent to Developer' s Obligamion to Acquire Encyclopedia Lot Nos. 1 and 2 , as described in Section 214(4) of this Agreement, have not been timely satisfied ( or waived by the Developer in its sole and absolute discretion) , or (b) The Agency is in default of the Agreement with respect to the Landscaping Ship and Encyclopedia Lot Nos . 1 and 2 and has not cured or commenced to cure such default within the time period set forth in Section 501 hereof; then, subject tc the applicable cure provisions contained in Section 501 herein, an the option of the Developer, thirty (30 ) days after written notice thereof is delivered to the Agency, Agenc•, shall reimburse the entire amount of the Advance made by Developer pursuant to Section 201 ( 1 ) ( including any portion + .previously e}:penned ) . Thereafter, all provisions of this Agreement with respect to the Landscaping Strip and Encyclopedia Lot Nos . _ and 2 shall terminate and be of no furtner force and effect and neither the Agency nor the Developer shall have any further rights or liability to the other with respect tc the Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 under this Agreement; provided, however, that such a termination shall not affect the parties' obligations wi_h respect tc Conveyance of the :agency Parcels and, in addition, shall not deprive the Developer of its damages remedy pursuant to Section 509 hereof . 4. 1 §5121 Termination by the Agency Prior to the Conveyance A. In the event that prior to the Conveyance of :.he Agency Parcels the Agency is not in default of this Agreement and: ( a) any of the Conditions Precedent to Agency' s Obligation to Convey the Agency Parcels, as described in Section 214( 1 ) of this Agreement, have 05/18/93 0756u !2460/042 -46- not been timely satisfied (or waived by the Agency in its sole and absolute discreticn) ; or (b) the Environmental Consultant determines that the Remed_ation Cost exceeds One Hundred Thousand Dollars ( $100, 000) and neither party has agreed to pay the additional Remediation Cost in excess of One Hundred Thousand Dollars ( $100, 000 ) ; or ( c) The Deveioner has failed to obtain firm and binding commitments to financing necessary to undertake the Improvements, approved by the Agency pursuant to Section 216, within the time set forth in the Schedule of Performance (Attachment No. 3 ) ; or (d) The Developer is in default of this Agreement and has not cured or commenced to cure such default within the time period set forth in Section. 501 hereof; then, subject tc the applicable cure provisions of Section 501 herein, at the option of the Agency, thirty (30) days after written notice thereof is delivered to the Developer, all provisions of this Agreement with respect to the Agency Parcels ( and the Site ) shall terminate and be of no further force or effect, the Deg-eloper Deposit including any interest accrued thereon, shall be returned to tie Developer, as set forth in Section 109 , and thereafter neither party shall have any further rights against the other with respect to the Agency Parcels under this Agreement; provided, however, that such a termination shall not affect the parties' obligations with respect to Conveyance of Encyclopedia Lot trios . 1 and 2 , and, in addition, shall not deprive the Agency of its damages remedy pursuant to Section 509 hereof . E. In the event that prior to the Conveyance of the Landscaping Strip and Encyclopedia Lot Nos. 1 and 2 the Agency is not in default of the Agreement and: (a) any of the Conditions Precedent to Agency' s Obligation to Convey the Landscaping Strip and Encyclopedia Lot Nos . 1 and 2 , as described in Section_ 214(3 ) of this Agreement, have 05/18/93 0756u/2460 042 -47- not been timely satisfied (or waived by the Agency in it= sole and absolute discretion) , or (b) The Developer is in default of the Agreement with respect to the Landscaping Strip and Encyclopedia Lot Nos . 1 any 2 and has not cured or commenced to cure such default within the time period set forth in Section 501 hereof; :.her., subject to the applicable cure provisions contained in Section 501 herein, at the option of the Agency, thirty (30) days after written notice thereof is delivered to the Developer, Agency shall reimburse Developer with any portion of the Advance made by Developer pursuant to Section 201 ( 1 ) that is unexpended at such :me . Thereafter, all provisions of this Agreement with respect to the Landscaping Strip and Encycloped_a, Lot Nos . 1 and 2 shall terminate and be of no further force and effect, and neither the Agency nor the Developer shall have any further lights or liability to the other with respect to the Landscaping Strip and Encyclopedia Lct Ms. . 1 and 2 under this Ag eemen:., provided, however, that such a terminavion shall not affect the parties obligations with ,respect tc Con7eyance of the Agency Parcels, and, in addition, shall not deprive the Agency of its damages remedy pursuani to Section 509 hereof . F. : §5:3 ! Remedies of the Parties for Default After 1 . 1 §04 ] 7 e—_na_i or. and Damages After the Conveyance of the Agency Parcels, if the Developer or the Agency defaults with regard to any of the Drovisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within the time required by Section 501 hereof, the defaulting party shall be liable to the other party for any damages caused by such default. 2 - 05151 Action for Specific Performance :after the Conveyance of the Agency Parcels, if either the Developer or the Agency defaults under any of the provisions of this Agreement the nondefaulting party shall serve written notice of such default upon the defaulting O5/18/93 0756u "2460/042 -48- warty . If the default in non cured or commenced to be cured within the --ime required by Section 501 hereof, the nondefa.,lting party at its option may institute an action for specific performance of the terms of this Agreement. VI . 1 §6001 GENERAL PROVISIONS A. [ §5011 Notices, Demands and Communications Between ~the Parties Wyit_en notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand or dispatched by registered or certified rail , postage prepaid return receipt requested, to the principal offices of the Agency and the Developer at the addresses specified in Sections 105 and 106, respectively. Such wri fen notices, demands and comr:uni•cations may be sent in the name manner no such other addressee as either party may from time to time designate by mail as pro7ided in this Section 601 . Any nitten notice , demand or communication shall be deemed receaved immediately if delivered by hand and Shall be deemed received on the date actuallv received or the third day from the date it is postmarked if delivered by registered or certified mail . F . 1 §6C21 Conflicts of interest No member , official or employee o; the Agency shall have any persona_ interest, direct or indirect, in this Agreement, nor shall any member, official or employee part= cipate in any decision relating to the Agreement which arfects his personal interests or the interests of any corperanion, partnership or association in which he is directly or indirectly interested; provided, however, that upon approval of the City Attorney, employees of the Agency and City may purchase housing units on the Site . C. 1 §6031 Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to : war ; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation ( other than the litigation which may be required to obtain the Encyclopedia Lots as set forth in Section 201 ) ; unusually severe weather; acts or omissions of the other party; acts or failures to act of the City of Huntington Beach or any 05;0193 0'56u/2460/042 -49- o her pudic or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse performance by the Agency) ; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty ( 30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Notwithstanding the foregoing portion of this Section 603 , the Developer is not entitled pursuant to this Section 603 to an extension of time to perform because of past, present, or future difficulty in obtaining suitable temporary or permanent finan=ing for the development of the Site or, after any environmenmai remediation performed pursuant to Section 212 is completed, because of the physical condition or suitability of the Agency Parcels or the Site for the purposes of this Agreement . D. 1 §6041 Non-Liability of Officials and_Emelcvees of thg A, n c y � _ _ No Member, official or employee of the Agency or the Cary shall be personally liable to the Developer, or any succ,gsso_- in interest, in the evert of any default or breach by the Agency or the City or for any amount which may become due to the Dewe'_oper or its successors, or on any obligations under rhe terms of this Agreement. � . 1 §6051i Entire Agreement, Waivers, Amendments This :agreement is executed in three (3 ) duplicate originals, each of which is deemed to be an original . This Agreement includes pages 1 through 52 and Attachments 1 through 12 , which constitutes the entire understanding and agreement of the parties . This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof . All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. 05 i15/93 0756u!2460!0 2 -50- � . i §606 ! [Memorandum of Agreement Concurrently with the closing of the Agency Parcels Escrow, the parties hereto shall execute and cause a Memorandum. of Agreement attached hereto as .Attachment No . 9 and incorporated herein to be recorded as an encumbrance upon the Site in the official records of Orange County, California. The Agency shall cooperate with the Developer in causing such memorandum to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrancer for value from the restrictions of the memorandum at the expiration of the Affordability Period ( as set forth in Section 401 ( 3 ) hereof) or as otherwise consistent with the purposes of this Agreement. G. ! §607 ] Approvals In any circumstance where under this Agreement either part,: is required to approve or disapprove any ;ratter, approval shall not be unreasonably withheld, delayed or conditioned. vi l . l §700 ; TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the agency within forty-five ( 45 ) days of such execution and delivery by the Developer or this Agreement shall be void, except tc the extern that the Developer shall consent in writing to a further extension of time for the authcrizarion, execut_on and delivery of this Agreement . The date of this Agreemenn shall be the date when it shall have been signed .oy the Agency. I N WITNESS WHEREOF, the Ayency and the Developer have signed this Agreement on the respective dates set forth below. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Dated: rell By — - 'tf - Chairman Dated: WITTIOS Arector - Dated: _ By _-77t 3 Director of Economic Development "AGENCY" 0755u.'2460/042 -51- ATTEST- �'aency-C,lerK APPROVED' A S; TO.. FORM: / rV Ci�Attorney, -�3� S3 C5 ' Agency General Counse C�w A Str lin , cca, Carlson & Rauth, Agez y Speci 1 Counsel SASSOUNIAN CAPITAL VENTURES, INC. , a California corporation ilt Dated: C'. 3 i Q� 3 By: ,� Sohrab Sassounian, President Dated: By: ) 1(7 ijan assou n, It "DEVELOPER" 05/18;93 0756u/2460;042 -52- TALBERT-BEACH PROJECT AREA OWNERSHIP: SEAVIEW PROJECT - CITY AGENCY DEVELOPER rAL8ER1 - --- AVENUE g d6 tJ ; u A BuC R y A .'-:1�. rit. R �- _ •.n. _ N!a•C ._� I1rA'A l f V � •' l .� �_ �. '— ', - .rr. r q� 1' '.�y .�''7J: .--'__�^7. -� - , - /�!�Syr:'- 16 � �� TR,dcr r � rP4cr - - 46 -1 p r19 tt �t� _ h'�. . . ;{t. .. �tJ, _ ,�tr. _.�!. _. ,t6. .-It{ !• _rye• �r�, . ¢ _ 'z ` •'9l°S.'.i?9_ r,:n 1.6 r( � ?a .,�19„ _ � _ -t;9 . ��. � �Jr.. ;ld, - -�•! - _J.-• q ti •G�'�,_ _ I ' `: }!, I1K. .v.�...a .it - �JZ_ ..rJ6 •r .�� _ _ .�1 6 1 Z.,. Cr D]J•e! JJ ,,W %,+ 5, •y�p �••66 %4 .;•E _ _�'r/ _ die 4r roo•�sJ �, , , , T 1 :9auf , a �!. �-,� 'tr rJ J 1 �Qi c p) r a fie, .)- _ �Q _ .,30 _ ,ISr _ rJl jJ:' _ .��r.. ..tJ- �o 13 fn _ f !L YYfr����L Q ,. BLh. BLX.• :if- . .!f _ 11 V !/r AC �e _ r u...�39 _ 6`'_ ...e� ,jfi „F .,N.._�r _ ,e.+ I, � 6 � _ � �_.�? E•_,4� : .�rC _ .r';- -r�- -O - �.':1_ _ 16. 69 ,E I. I �n� `� aC!r ...LOT, _ F 7 %9,t .:v xDR/VE .rp6 - Ij rrl.F rrl yj ►'s I ' ' , r\ !rJ r y r9 r!+ _ o � 1 �� 7 t 1 X. �r 1 '!'! 'r+t_ ] '7�r� fir. ."'6 •r! ?AC �ll '-~rt, _ �?e .. lr? „'•`_S_ J _;fa 'a, � _ J _ r,�. _ 1 , 2. /1�. ..��f .. i IJ ,. ,'1J -fJ.! _ �JS ..a ..rl•6_ 'h a r _ '�.6 r _ _ 4 _ r fJP (0._ ,IJS., ..,r36 _ .,rl�. .r'?4N0'l7�01 °' �1a �19 �rrp fr r.r _ ..r r•r° •, �r; - i, + ` �f! _ i�aa ., �6t _ ire! x,' _ �65 - vGF _ '[6v � 'Ar4' AW .169 Jr3 ,rri Jrt ;IIJ ;1?0 I Purl BLx .f e[X B � BL K.0 - BC X.° 4 f 27 , 'X PR,v+rf SlAC!r ArnIRCH 197,5 rRI1Cr NO 172 ".At 12-22 .101f • ASSESSOR S AIOCF A ASSE%02 S n1AP _ rRACr NO 11560 AfAf 5J6-1,2,3 PARCEL :,VAAJEA5 A00K I59 PACE 14 r IOINN IN CIRC1E5 COLUI"' Of C+RAN;E "This plat Is for your aid in locating your tend with relerence to streets and other parcels. While this plat is believed to be corrocl, the Company Assumes no liability for any loss occurring by reason of retlance thereon." C-01 �j Continental Lawyers Title Company ATTACHMENT NO. 2-.; LEGAL DESCRIP7ION ( Developer Property) Parcel H: Lots 107, 106, 113 , 114, 119, 120, 125 , 126, 131 , 132, 137, 138, 143 , 144, 149 and 150 inclusive in Block A of Tract No . 172 , in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12 , Pages 21 and 22 of Miscellaneous Maps, records of Orange County, California. Excepting therefrom all oil , petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed retarded August 16, 1921 in Book 401 , Page 356, Deeds, and in various other Seeds of record. rarce_ I . Lois 48, 53 , 54, 59, 6C, 65, 66, 71 , 72, 77, 78, 83, 84, 89, 90, 95, 96, and Lots 101 to 150, inclusive of Block E of Tract No . 172 , in the Cloy of Hunt_ngton Beach, County of Orange, Sate of California, as shown on a map recorded in Book 12 , Pages 21 and 22 of Miscellaneous Maps, records of Grange County, California. Excepting therefrom all oil , petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401 , Page 356, Deeds, and in various other deeds of record. Parcel J : Lots 21 27 , 33 , 39, 43 to 45, 49 to 51, 5S to 57, 61 to 63 , 67 to 69 , 73 to 75, 79 to 82 , 86 to 88, 91 to 94, 97 to 100, 103 to 106, 109 to 112 , 115 to 118, 121 to 124, 127 to 130, 133 to 136, 139 to 142 , 146 to 148 inclusive in Block C of Tract No. 172, in the City of Huntington Beach, County of Orange, State of California, as shown on a reap recorded in Book 12 , Pages 22 and 23 of Miscellaneous Maps, records of Orange County, California. Except the East 18 . 00 feet of said Lots 82 , 88, 94, 100, 106, 112, 118, 124, 130, 136, 142 and 148. Also excepting the West 6 . 00 fee, of Lots 21 , 27 , 33 and 39 . Excepting therefrom all oil , petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401, Page 356, Deeds, and in various other deeds of record. 05;21/93 0757u!2460142 ATTACHMENT NO. 2-A ATTACHMENT NO. 2-B LEGAL DESCRIPTION (Agency Payce15 LEGAL DESCRIPTION: LOTS 5 , 6, 1= 12, 17, 28, 23 , 24, 29, 30, 35 , 36, 41 , 42, AND 47A OF BLOCK "F" , AND LOTS '• , 2 , 3 , 7 , 8, 9 , 13 , 14, 15 , 19, 20,,26, 31 , 32 , 37 , 38, AND 145 OF BLOCK "C" , AND THE WEST 6. 00 FEET OF LOTS 21 , 27, 33 , AND 39 OF BLOCK "C" , ALL OF TRACT 172, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOT: 12, PAGES 21 AND 22 , OF MISCELLANEOUS MAPS, IN THE OFFICE OF ;HE RECORDER OF SAID COUNT': . EXCEPTING THEREFROM THE SOUTHERLY 10 . 00 FEET OF LOTS 41 and 42 CF SLOCr "F ' . AND LOTS 37, 3E , AnD THE WEST C; FEET OF LOT 39 OF BLOCI: "C" , ALL OF TRACT 172 , IC THE CIT': OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CAL:FORNI :, AS SHOWN ON A MAP RECORDED IN BOOK 12 , PAGES 21 AND 22 , OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY. E'::EFTING THAT PORTION OF LOT 39 LYING WITHIN JOYFUL LANE AS DESCRIED IN DOCUMENTS RECORDED AUGUST 12 , 1983 AND OCTOBER 30, 1987 AS :NSTRUlENT NOS . 83-352375 AND 87-608429, OFFICIAL RECORDS OF ORANGE COUNTY. 05/21/93 ATTACHMENT NO. 2-B 0757uj2460!42 Page 1 of 2 ATTACHMET], NO. 2-C LEGiiL DESCRIPTION (Encyclopedia Lots ) EncvcloDedl-a Lot No . 1 : Lot 47 , Elock E of Tract 172 , in the City of Fun-ington Beach, County of Orange, State of California, as per map recorded in Book 12 , Pages 21 and 22 of Miscellaneous Maps . Excepting therefrom all oil , petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401, Page 356, Deedw, and in var,ous other deed of record. '"or- No . 145 , Bloc, C of Tract 172 , in the City of Huntington Beach, Ccun�v of Orange, State of California, as per map recorded in Book 6, Paaes 21 and 22 of Miscellaneous IY;aps, records of O_-ange County, California. Exceptina therefrom all oil , petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded L.ugust 16, 1921 in Book 401 , Pare =56, Deeds, and in various other deeds of record. 05%21;a3 0757u/2460,-'42 ATTyCHMENT NO. 2-C ATTACHMENT W. ._-D LEGAL DESCRIPTION (Landscaping Strip ) The sou_herly 1C . 00 feet of Lots 41 and 42 of Block "S" , and Lots 37 , 38 and 39 of Block "C" , all of Tract. 172 , in. the City of Huntington Beach, Co,in4y of Orange, State of California, as shown on a :nap recorded in Book 12, Pages 21 and 22 , of Miscellaneous Maps, in the Office Recorder of said County; Excepting that portion of Lot 39 luring within. Joyful Lane as described in documents recorded :august 12 , 2983 and October 30, 1967 , as instrument Nos . 83-352375 and 87-606429, Official neccrds OL Orange County. 05/21/93 0757u/2460.`42 ATTACHMENT NO. 2-D r;'T_'T',CHMENT NO . 3 SCHEDULE Or FERFOR MANCE I . GENERA! PROVISIONS i . Execution of_hgreement Within sixty (60) days after bv_ .2ency. The Agency the date of execution and sub- shall approve and execute mission of three (3 ) copies of this Agreement and snap this Agreement by the deliver one ( 1 ) copy Developer. thereof to the Developer . 2 . Submassion_of Title R,poort Within sixty (60) days after by _X9ency. The rgency the Agency' s execution of shay) submit a preliminary this agreement. title report and support- ing documents to the Developer . 3 . Prelinin.ary TANe _ nDroval Within thirty (30) days after Q_ig eloper receipt by Developer of title report and all supporting documents . 4. Soil, and Preliminary Within sixty ( 60) days after Grading_ Plan Approval by approval of this Agreement by Dv"eloo . the Agency. S . Environmental Assessment. Within thirty ( 30) days after Developer completes �� the date of execution environmental assessment of this Agreement by Agency. of the Sire . . . Slbm:ssaor_ dnd -ppro•.al o: Completed. Preliminary Site Plan. Developer submits and Agency/City approves its Preliminary Site Plan. 7 . Submission of Complete Site Completed. Plan. Application.�Developer submits full and complete Site Plan application to City and the Agency. 8 . Submission of Evidence of Within twelve ( 12 ) months O nancin . The Developer after the date of execution shall submit to Agency of this Agreement by the materials required by Agency. Section 216 hereof . OS i 21.'93 ATTACHMENT NO. 3 0757u/2460J42 Page 1 of 5 I = . CONSTRUCTIO?: D0gUNEMTC MD EUILDINS PERMIT 9 . ncel:cv = pro}a 1 of Evidence Within sixty ( 60 ) days of of Financ,Il2c . The Agency submission by the Developer. shah approve or disapprove the Developer' s evidence of .financing as submitted. 10. Tact Map. Developer is to prior to conveyance of prepare and agency is to the Agency Parcels process or caused to be to Deg-eloper. processed a Final Tract Map for approval for the Site . 11 . Submission of Complete Within one hundred eighty Constr .cvior. qnC? ( IS3) dave from Agency Landscapina Plan. Developer approval of the Agreement . sho�n 15MV , to the +and the Agency complete Construction (working) Drawings and a Landscaping Plan, Sign Program, and Finish Grading Plan . Landscaping P _an and final Sign program shall be completed and approval obtained by Developer prior to completion of the improvements . 12 . Agency Cit_Review_of Within sixty ( 60 ) days Complete Pra„inns an_d Plans . after submittal . The Agency/City shall review the Complete Construction. (working) Drawings, the P_eiiminary Landscaping Plan, Preliminary Sign Program, and Finish Grading Plan and provide comments. 13 . Revisions, if any. Developer Within sixty ( 60) days after shall prepare revised- receipt of Agency' s and Construction, (working) City' s comments. Drawings as necessary, and submit them to City and Agency for review. 05/21/93 ATTACHMENT NO. 3 0757u/2460142 Page 2 of 5 14 . Final Review and Complete Within sixty ( 60 ) days after Draw;gjs . The City:Aaencs submittal by Developer. shall approve the revisions submitted by the Developer provided that the revisio= necessary to accommodate the City' s comments have been made ; said approvals constitute nhe last City and Agency approvals required in order for the Developer to obtain building permits. 15 . Developew Bids—Drawings and Within sixty ( 60) days Obta:ns Ccn_ s:.racy2or after approval of F;nancily. construction drawings by all applicable governmental authorities. _ _ . . AGENCY FARCE S D;SPOSITIOrs 16 . OpeninG of Escrow . Agency Within nine (9 ) months after shall open escrow for execution of :.his Agreement. conveyance of fee title to the Agency Parcels by Agency to Developer. 17 . Conditions Precedent. The Within ninety (90) Agency and Developer shall days after approval satisfy on cause to be of construction drawings by satisfied the Conditions City/Agency, and not later precedent to the Convey- than twenty-four (24) months ante of the Agency Parcels . after the Agency' s execution of the Agreement, except as otherwise provided in Section 603 . However, Developer may request up to three (3 ) one ( 1 ) month extensions to be granted by the Agency Executive Director. Approval for such extensions is not to be unreasonably withheld provided that the Developer can demonstrate to the Agency Executive Director' s satisfaction that the Developer is diligently pursuing satisfaction of the Conditions Precedent to the Conveyance, and that such 05/21/93 ATTACHMENT NO. 3 0757u/2460,/42 Page 3 of 5 conditions will be satisfied within the period of extension. 18 . C•onve yancc- . Obligation of the Agency to Agency conveys title to execute the Grant Deed the Agency Parcels to (Attachment No . 4) shall be Developer by the Grant contingent upon the Developer Deed (Attachment No . 4) . and Agency first satisfying the Conditions Precedent to Conveyance of the Agency Parcels . Conveyance will take place within five ( 5) days after satisfaction ( or waiver by the appropriate party) of the Conditions Precedent to Conveyance . I`: . ENC1'CIOPEDIr 1075 DISPOSITION 1 . . 0pe;1_nr ai__ ESCrD Agency Within sixty ( 60) days snaiy open escrow for after execution of this conveyance of the Agreemen4. Landscaping Strip and Encyclopedia Lot Nov . 1 and 2 b;' Agency to Le"eioper. 20 . Con it,ons Precedent. The Within one hundred eighty Agency and Developer shall ( 180 ) days after the Agency' s satisfy or cause to be execution of this Agreement . satisfied the Conditions Prene3enn to the conveyance of the Landscaping Strip and Encyclopeuia Lot Nos . 1 and 2 . 21 . Con—Wance . The Agency Promptly upon satisfaction conveys title to of the Conditions Precedent to the Landscaping Strip the conveyance of the and Encyclopedia Lot Nos . Landscaping Strip and 1 and 2 . Encyclopedia Lot Nos. 1 and 2 . V. CONSTRUCTION PHASE 22 . Commencement of Grading and Within thirty (30) days Cons ruction. Developer after the Conveyance of the shall commence construction Agency Parcels. of the Improvements . 23 . Complen_on of _Construction The Developer is to use due of the Improvements . diligence to complete the Developer shall complete project within twelve ( 12 ) 05/21i93 ATTACHMENT NO. 3 0757u/2460/42 Page 4 of 5 construction of the ;months after commencement of improvements. the improvements; however, provided the Developer may request up to three (3 ) one ( 1 ) month extensions to be granted by the Executive Director of the Redevelopment Agency. Approval for such three extensions (but no other extensions) is not to be unreasonably withheld; provided that, notwith- standing the foregoing, construction shall be completed not later than eighteen ( 18) months after the earlier of ( i ) the commencement of the =mprovements or (_ i ) the time established in this Agreement for the commencement of construction of the improvements . 05/21/93 ATTACHMENT NO . 3 0757u/2450/42 Page 5 of 5 ATTACHII=::T N-D. 4 RECORDING REQUESTED 6: . ! AND ;ii!E?! RECORDED I ..;L TO: ) The Redevelopment ngenc:• of ) the C_t: of Huntington Beach ) 2000 Ila-n Street P .O. Box 190 Huntino_ton Beach , Cy 92643 Attn: Dlrectc- � ~ Tire undersigned Grantor declares : Documentar-: transfer tax is S THE REDEVELOPMENT ;%GENCt OF THE CIT'i OF HUNTINGTON BEACH Its : Dated: 19 GP.;-:I:: DEED (Auencv Parcels ) For valuable consideration. receipt of ..hick is hereby acknowledged, the REDEVE:..OF::ENT ;GENC THE CITY OF HU1%TINGTQI-I BEACH, a public body, corr,o_-a_e and oclltic . of the State oI California, herein called "Grantor" actinc to carry out the Redevelopment Plan. herein called "Redevelcpment Plan" for, the Talbert-Beach Redevelopment Pro3ect, herein called "Project" , under the Communazv Redevelopment Law of California , hereby grants to SASSOUNIAN C:,FITAL VENT!RES , IIIC , a California corporation- herein called "Grantee , " the real oronerty hereinafter referred to as the "Property" . described in Exhibit n attached hereto and incorporated herein. subject to. the existing easements, restrictions and covenants or record described there. 1 . Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, aas , hydrocarbon substances and minerals of ever, kind and character king more than 500 feet below the surface , together ,,,ith the right to dr_ll into. through, and to use and occupy all parts or the Property Iyina more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other lands, but )i_hout, however , any right to use either the surface of the Property or any portion thereof =.,ithin 500 feet of the surface for any purpose or purposes ,:.,hatsoever. 05/21/93: ATTACHMENT NO. 4 0757u/2460/42 Paae I of 5 2. The Property is conveyed in accordance ;with and sub"ect to the Redevelopment Plan which was approved and adopted by ordinance No. 2577 of the City Council of the Cit': of Huntington beach, and a Disposition and Development Agreement entered into between Grantor- and Grantee dated kthe "DDn" ) . a cod': of YOU is on file with the Grantor at its ofr ces as a public record and winch is incorporated herein by reference. 5. The Grantee shall devote the Property_ only to the development permitted and the uses specified in the applicable provisions of the Redevelopment Plan for the ProDect for any amendments thereof approved pursuant to paragraph 9 of this Grant Deed) , and this Grant Deed, whichever document is more restrictive. 4 . The Property is conveyed to Grantee at a purchase price, herein called "Purchase Price" , determined in accordance with the uses permitted. Therefore . Grantee hereby covenants and acrees for itself . its successors , its assigns - and every successor in inheres! to the Property that the Grantee, suc: successors and such assigns , shall develop, maintain, use and operate the Property only as fcllows : (a : GraIitee Shall develop the Property, together" with certain ad}a•cent real prepert-: oyned by Grantee (collectively referred to in the DDn as the "5:te" ; for residential housing uses , as set forth in the DDh. W Grantee shall make available twenty-five (25) of the residential units to be developed on the Site to "Moderate income Households" for a certain: period of time , as set fortis in Section 40! of the DDA. (c For the period of time set forth in Section 404 of the DDn, Grantee shall maintain th, improvements or, the Property in conformity with the Huntington Beach Municipal Code and shall %eep the Property free from any accumulation of debris or haste materials. During such period of time , Grantee shall also maintain the required landscaping, in a healthy_ condition. If . at an; time during the period that this maintenance covenant is in effect , Grantee falls cc maintain said landscaping and said condition is not corrected after- expiration of fifteen 051 days from the date of writter_ notice from the Grantor , either the Grantor or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay_ such costs as are reasonably incurred for such maintenance. (d) Prior to Grantor ' s issuance of a Certificate of Completion for the project to be developed on the Site pursuant to Section 322 of the DDn. Grantee shall not sell , transfer, subdivide , or convey all or any portion of its interest in the Site without the prior approval of the Grantor, except as permitted in Sections 107 and 316 of the DDn. 5. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race , color, creed, national origin, ancestry, sex, marital status or religion. in the sale , lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee covenants by and for itself. its successors , and assigns, and all persons claiming under- or through them that there shall be no discrimination 05/2093 ATTACHMENT N0. 4 075702460/42 Page 2 of 5 against cr segregation of , an person or group of persons on account of race , color : creed, national origin, ancestry, see., marital status or religion in the sale . lease , sublease . transfer. use . occupancy. tenure , or enjoyment of the Property. nor small the Grantee itself or any person claiming under or through it . establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants , lessees , sub-tenants , sublessees, or vendees in the Property. The foreco,ng covenants shall run with the land. 6. No violation or breach cf the covenants , conditions . restrictions, prov:sions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any Mortgage or deed of trust or security interest permitted by paragraph 4(d) of this Grant Deed and Sections 107 and 316 of the DDA: prodded, however, that any subsequent owner of the Property shall be bound by such remaining covenants , conditions restrictions_ limitations and provisions, whether suck-, ovner ' s title vas acquired by roreciosure . deer in lieu of :oreclosure, trustees sale or otherwise. 7 . All covenants contained in this Grant Deed shall be covenants running mitt the land. Grantee' s obligation to develop the Improvements on the Property and the Site as described in the DDX and Paragraphs 2 and 4(a) hereof, and the covenants and restrictions set forth in Paragraph 4(d) hereof, shall terminate and shall become null and .-old upon recordation of a Certificate of Completion pursuant to Section 322 of the DDA. The covenants and restrictions in Paragraph 4(b! of this Grant Deed relating to Grantee' s obligation, to make a certain number of residential units available to Moderate income Housenolds shall terminate and become null and void at the end of the "Affordability =eriod" as defined in Section 401(3) of the DDA. The covenants contained in Paragraph 40 ' shall continue in effect until Jul: 16, 201E (the exp:rat_on date of the Redevelopment Plan ) and shall become null and void at that time. _:•er•: covenant contained in this Grant need against discrimination contained in paragraph S of this Grant Deed shall remain in effect in peg aetuit':. ifter the expiration of any of the aforesaid covenants and restrictions . as provided herein, Grantor agrees to cooperate with Grantee in causing such covenants to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrancer for value Irom such restrictions, as otherwise consistent with the purposes of this Agreement. E. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants , shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other- proper proceedings to enforce the curing of such breach. 9. Both before and after recordation of a Certificate of Completion. both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title 05/21/93 ATTACHMENT NO. 4 0757u/2460/42 Page 3 of 5 to the Property small have the right to consent and agree to changes in, or to eliminate in {hole or in part . any of the covenants . easements or restrictions contained in this Grant Deed Y_thout the consent of any tenant , lessee, easement holder, licenses , mortgagee, trustee , beneficiary under a deed of trust or any other person or entity having any interest less than a Tee in the Property. The covenants contained in this Grant Deed. without regard to technical classification shall not benefit or be enforceable by any owner of any other- real property within or outside the Project Area, or any person or entire havina a v interest in any other- such realty. Any amendments to the Redevelopment Plan ;-:high change the uses or development permitted on the Property, or otherwise change any of the restrictions or controls that apply to the Property, shall require the written consent of Grantee or the successors and assigns of Grantee in and to all or any part of the fee title to the Property, but any such amendment shall not require the consent of any tenant , lessee, easement holder , licensee: mortgagee . trustee, beneficiary under a deed & trust or any other- person or entity having any interest less than a fee in the hroperty. Ili WTHESS ;-!H=RE..- the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto dui; authorized. this day of , 19 THE REDEirELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By. Chairman By: Executive Director Bv_ : _ _ _ Director of Economic Development ATTEST . Agency Clerk -- APPROVED A5 TO FORM R ADLING, ':OCCA, CARLSOtd a RAUTH Agency Special Counsel 0 5/21/9 3 ATTACHMENT NO. 4 0757ui2460142 Page 4 of 5 vl"antee accepts title Subject to covenants set moo:"th. StISSCU IAA CAFITnL VENTURES , iNC. , a Za%ifornia corpora Lion s_: . Sokirab Sassounzan. ?resident By Bijan Sassounian, Its .. 0 S:'?1;:9.-J nTTACHMENT 140. 4 0757u-7-460-4. Paae 5 of 5 STATE OF C AL I F`RN i kCOUNTY OF ) ) ss . On before me , (name, title , e . g . , "?ane Doe, Notary Public" ) , personally appeared T ( names ) of signer( s ) ) , personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person( s) whose name( s ) is/are subscribed to the within instrument and acknowledged to me that he/she they executed the same in hiszher;their authorized capacity( ies ) , and that bv his1he_itheir signature( s ) on the instrument the persons ) , or the entity upon behalf of width the person( s) acted, executed the instrument . Witness my hand and official seal . ( Signature of Notary) CAPACITY CLAMED BY SIGNER: Individual _ Corporate Officers ) : Title( 5 ) _ Partner( s ) : Limited General P ttorney-in-F act Trustee ( s) Guardian/Conservator Other - SIGNER IS nEPRESEI 7:NG: Name of Ferson( s) or Entity( ies ) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document . THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TG THE DOCUMENT Number of Pages DESCRIBED Date of Document AT RIGHT: Signer( s) Other Than Named Above: 05i21 !93 0757u!2460/42 ATTACHMENT NO. 4 SATE OF CALIFORNIk ) ss. COUNTY OF ) On _ _ _ before me, _ _ __ ( name, title, e . g . , "Jane Doe, Notary Public personally appeared _ _J( name( s ) of signer( s ) ) , personally known to me -- OR -- proved to me on she basis of satisfactory evidence to be the person( s) whose name( s ) isvare subscribed to the within instrument and acknowledged to me that helsheithey executed the same in his/her/their authorized capacity( ies) , and that by hls 'her 'thei signature( s ) on the instrument the person( s ) , or the entiny upon behalf of which the person( s) acted, executed the instrument. Wioness my hand and official seal . ( signature of Notary) CAPACITY CLAIMED BY SIGNER . -~-- Covporate Officer ( s ) : _ Pawtner( s) : _ Limited _ General Attorney -_n-Fac Trustee( s) Guardian,--Conservator iher SIGNER IS REPRESENTING: Name of Person( s) or Entity( ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent, attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT Number of Pages DESCRIBED Date of Document AT RIGHT: Signer( s) Other Than Named Above : 05121 'a3 0757u/2460/42 ATTACHMENT NO. 4 ET_TE OF AL_F 11RN:� - SS. 'Tr'.r_. OF } On _ before me, ( name , title, e . g . , "Jane Doe, Notary Public ' ) , personally appeared _ (name( s ) of signer( s) ) , personally knows; to me -- OF -- n.-o•.-ed to me on the basis of satisfactory evidence to be the person( s) whose name( s ) i sia:a subscribed to the within instrument and acknowledged to me that heishelthey executed ;.he same in hisiher ltheir authorized capacity( ies) , and that by h syher 'nhe_r signature( s ) on the instrument the person( s I the entity upon behalf of which the person( s) awed, executed the instrument . Witness my hand and official Seal . ( 5ignanure of Notary) CAPACITY C L A I AEV EY SIGNER: __ : nai•:iaaai Corporate Cfficer( s) Title( s) ar tne_-( s ) : Limited General -- Attcrne i -C act -- _ _:lst_ Guardian/Conservator other : SIGNER �5 REPRESENTING: Name of Person( s) or Entity( ies) ATTENTIOr: NOTARY: Although the information requested below it OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIt1C^TE Title or Type of Document MUST 5E ATTACAED TO THE DCCUNENT Number of Pages DESCRIBED Date of Document _ AT RIGHT: Signer( s ) Other That: Named Above: 05. 21 /a3 0757u;246O ,42 ATTACHMENT NO. 4 STATE GF CALIFORNIA ) ) ss . COUNTY OF ) On _ _ _ before me, _ _ ( name, title , e . g . , "Jane Doe Notary Public" ) , personally appeared (name( s+) of signer( s ) ) , - ersona?ly :mown to me -- CIF -- _- p_ ed to on the basis of sat, sfactory evidence tc 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 "herythe_r authorized capacity( ies) , and that by his/her their signature( s) on the instrument the perscn( s ) , or the entity upon behalf of which the person( s) acted, executed the instrument. Witness my hand and official sea'_ . ( Signature of Notary) CAFACITY CLAIMED BY SIGNER 2ndividual Corporate Office=• ( s ) - Title( s) _ Far tner( s ) : Limited General Attorney-in-Fact — — _ ::stee( s ) Guardian'Conse•rvator SINE! IS REP?ESEWINC: Name of Person( s) or Entitr( ies) A_TENTION NOTARY: Although the information requested below is 0 TICNAL, it could prevent fraudulent attachment of this certificate to another document . THIS CERTIFIC-.TE Title or Type of Document — MUST BE ATTAWED T_C THE DOCUMENT Plumber of Pages DESCRIBED Date of Document _ AT RIGHT: Signer( s ) Other Than Named nbo-ve . 05,.21 'aS 075 7u!2=_60142 ATTACHMENT NO. 4 EXHIBIT P. LEGAL DESCRIPTION OF PROPERTY LZGAL DESCRIPTION: LOTS 5 , 6, 11 , 12 , 17 , 18, 23 , 24, 29 , 3C, 35 , 36, 41 , 42 , AND 47 - OF BLOCK "E" , AND LOTS 1 , 2, 3, 7, 6, 9, 13, 14, 15 , 19, 20.-,26 , 31 , a2 , 37 , 38, AND 145 OF BLOC;: "C" AND THE WEST 6. 00 FEET OF LOTS 22 , 27, 33, AND 39 OF BLOCK "C" , ALL OF TRACT 172, IN THE CITY OF HUNT I NGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED Ira BOOK 22, PAGES 21 AND 22 , OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY. EXCEPTING THEREFROM THE SOUTHERLY 10. 00 FEET OF LOTS 41 and 42 OF BLOCK "t" AND LOTS 37 SS , AND THE WEST 6 FEET OF LOT 39 OF BLOCK "C" , ALL OF TRACT 172 , iN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE , STATE OF C LIFORNIA, AS SHOWN ON A MAP RECORDED I N SOOF 12 , PAGES 21 AND 22 , OF MISCELLANEOUS MAPS, IN THE OFF: CE OF THE RECORDER OF SAID COUNTY. EXCEPTING THAT PCR'T:ON OF LOT 39 L':ING WITHIN JOYFUL LANE AS DESCRIBED :N DCCUMENTS RECQRDED AUGUST 12 , 1923 AND OCTOBER 30, 1957 AS iNSTRUMENT NOS . S3-352375 AND 87-6CS429, OFFICIAL RECORDS C7 ORANGE COUNT_ . 05/21 /93 ATTACHMENT NO. 4 0757u/2460/42 EXHIBIT A ATTACHMENT NO. S REC'ORDI:'O RE^'UESTED W ) AND WHEN RECORDED n&L TO: ) 1 The Redevelopment Agency of ) the City of Huntington Beach ) 2000 hair. Street } P.C. Boy: 190 ) Huntington Beach, CA 9264E ) Ann: Director - The undersigned Grantor declares: Documentary transfer tax is THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its : - - -- T Dated. 19 GRANT DEW (Landscaping Strip and Enc.c:opedla Lots 1 and 2) Foy valuable consideration, receipt of which is hereby acknowledged, the RED ELOPEEN !3ENW OF THE CITY OF HUNTINGTON BEACH. a public body, corporate ani politic . of the State oI California . herein called "Grantor" , acting to care: of the Redevelopment Plan, herein called "Redevelopment Plan" foy the Talbert-Beach Redevelopment Project , herein called "Project" , under the Communat_: Redevelopment Law of California , hereby ❑rants to SASSOUNIAN C FIT L VENTURES INC. . a California corporation. herein called "Grantee, " the real property hei"eina=ter referred to as the "Property" , described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants or record described there, 1 . Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface . together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil , gas , hydrocarbon substances or minerals from said site or other lands, but without, ho:,ever, any right to use either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. 05/2093 ATTACHMENT NO. 5 0757u/2460/42 Page 1 of 4 2. The Propert., is conveyed in accordance with and sub3ect to the Redevelopment Plan Ykich :.as approved and adopted by Ordinance No. 2577 of the City 7ounci_ of the City cf Huntington Beach. and a Disposition and Development Sgreement entered into between Grantor and Grantee dated the "DDAH ) (as to the "Landscaping StripH and HEncyclopedia iot No. V only, as those terms are defined in the legal Description attached hereto and in the DDAK a copy of which is on file ,with the Grantor a: its offices as a public record and which is incorporated herein by reference. 3. Until July 18, 2018 ( the expiration date of the Redevelopment Plan) . Grantee shall not devote the Property to any purpose not permitted by the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to paragraph 8 of this Grant Deed) , and this Gran weed. whichever document is more restrictive. The foregoing covenants shall terminate and be of nc further force and effect as of July_ 18, 2018. 4 . Until July 18, 20Z ( the expiration date of the Redevelopment Flan) , Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code and shall keep the Property tree from any accumWation of debris or waste materials. During such period of time, Grantee shall also maintain, the required landscaping in a healthy condition.. If . at any time during the period that this maintenance covenant remains in effect . Grantee :ails to maintain said landscaping, and said condition is not corrected after expiration of fif_een (15 ) days from the date of written notice from the Grantor. either the :Grantor or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance . The foregoing covenants shall terminate and be c= no further Iorce on effect as of Jul': V . 2018. S. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis oI race , color . creed, national origin, ancestry, sex, marital status, or religion in the sale , lease . or reI]tal or in the use or occupancy of the Property :-hereby conveyed or any part thereof. Grantee covenants by and for itself, its successors . and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation cf. any person or group of persons on account of race, color • creed, national origin, ancestry, sex. marital status , or religion in the sale , lease , sublease . transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through: it , establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number-, use or occupancy of tenants, lessees , sub-tenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. E. No violation or breach of the covenants, conditions, restrictions , provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any :gay impair the lien or charge of any mortgage or deed of trust or security interest ; provided, however . that any subsegjent owner of the Property shall be bound by such remaining covenants, 05/21/93 ATTACHMENT NO. 5 0757u/2460/42 Page 2 of 4 cona-tionz . restYl tlDns , 12mi tations and provisions. whether such owner' s title was acquired by foreclosure , deed in lieu of foreclosure , trustee' s sale or OtheL ise . 7 . All Covenants contained in this Grant deed shall be covenants running with the land. E. All covenants :=ithout regard to technical classification or designation shall be binding for the benefit of the Grantor, and such COV21ants shall run iIl favor of the Grantor for tin entire period during which such covenants shall be In force and effect , without regard to whether the Grantor is or remains an oyner of any land an interest therein to which such covenants relate. The Grantor • in the event of any breach of any such covenants , shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity_ or other proper proceedings to enforce the cir inc, of such bread:. G. Both Grantor , its successors and assigns, and Grantee and the successors and assigns of Gfan;ee in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes in or to eliminate in ::hole or in paro . any of the covenants , easements or restrictions contained In this Grant Deed without the consent of any tenant . lessee . easement hcloer . licenses , mortgag?e . trustee . beneficiary under a deed of trust or any other person or entity havin? any interest lass than a fee In the Property. The covenants contained in this Grant Geed, without regard to tec wcal classlllcs:ion shall not benefit or be enforceable by any owner of an other real pyope-"t': ithin or outside the Protect Area, or. any person or ent_o • having any interest in any other such realty. Any amendments to the G-ede elopment a_a_; :'n_•ch cnan e the uses or development permitted on the Property,. or otherwise change ar:v of the res fictions or controls that apply to the Property shall require the written consent oI Grantee or the successors and assigns of Grantee in and to all or any part of the fee title Co the Property. but any such amendment shall not req=r e the consent of any tenant . lessee easement "older, licensee , mortgagee . trustee . beneficiary under a deed of trust cy any other parson or entity haying any interest less than a fee in the Property. IE WITNESS WHERECi. the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto ain't authorized. this day of 19 . THE REUEVELOrMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By . Chairman By-. _ Executive Director By- Director of Economic Development 0021/93 ATTACHMENT UO. 0757u;246Gf4% Page B of 4 ATTEST: Aaenc, Clerk APFRO VED c5 TO FORT'. 51RapLIMS, O CyRLSON & RAUTH Agency Special Counsel The undersigned Grantee accepts title subject to the covenants hereinabo•.e set forth. SASSCUNIAN CAPKAL VENTURES , INC. , a California corporation 6'°: Sonrab Sassountan! President By: _ 6i3ar Sassounian, its : 05/21/93 ATTACHMENT NO. 5 075702460/42 Pane 4 of 4 STATE OF C _ GRNIA ss . COUNTY O On before me , _ (Frame_title, e . g. , ,':cane Doe , Notary Public' ) , personally appeared ( name( s ) of signer( s ) ) , _ personally ;mown to me -- OR -- proved to on the basis of satisfactory evidence to be the person( s) whose name( s) isyare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his :her/their authorized capacity( aes ) , and that by his. heritneir signatures ) on the instrument the persons ) , or the entity upon behalf V which the person( s) acted, executed the instrument . Wanness m•: hand and official seal . ( Signature of Notary) ~� CAPACITY CLAIMED B1. SIGN`.!t: Corporate Off_cer( s) : Ti:le( s) _ Partner( s ) ! Limited General Attorney-in-Fact _ Trustee( s) Guardian./Conservator Other. SIGNER IS REPRESENTING Frame of Person( s) or Enti ny( ies) ATTENTION NOTARY : Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document _ MUST_ BE ATTACHED TO THE DOCUMENT Number of Pages _ DESCRIBED Date of Document _ AT RIGHT: Signer( s ) Other Than Named Above : 05/21/9? 0757u Z24b0 142 ATTACHMENT NO. 5 STATE OF CALIFORNIA } COUNTY OF On before me, _ (name, title , e . g. , "Jane Doe, Notary Public" ) , personally appeared ( name( s) of signer( s) ) , personally known to me -- OR -- - roved 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 4o me that he/she/they executed the same in his/her/their authorized capacity( ies) , and that by hisVer 'their signature( s ) or the instrument the person( s ) , or the entity upon behalf of which the person( s ) acted, executed the instrument. Witness my hand and official seal . ( Signanure of Notary) CAPACITY CLAIMED BY SIGNER _ Indlviaual Corporate Of=icer( s) : _ Title( s ) Partners s) : Limited Genera' Attorney-in-Fact Trustee( s) Guard'ianlConserva:.or Other : SIGNER IS REPRESENTING: Name of Person( s ) or Enrity( ies) ATTENTION NOTARY: Although the information requested below is OP`_'IONAL, it could prevent fraudulent attachment of this certificate to another document . THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT Number of Pages DESCRIBED Date of Document _ AT RIGHT: Signer( s) Other Than Named Above : 05121 Y93 0757u/2460!42 ATTACHMENT NO. 5 STATE OF v LIFORNI.. ) ss . COUNTY OF ) On _ _ before me , _ _ (name, title, e. g. , "Jane Doe, Notary Public" ) , personally appeared ( name( s ) of signer( s) ) , personally known to rye -- OR -- proved tc 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( , ! , or the entity upon behalf of which the person (s) acted, executed the instrument . Witness rr.s: hand and official seal . ( Signature of Notary) CAPACITY CLAIMED D1 SIGNER Corporate Offices( s ) : - Tat_e ( s ) Partner( s ) : Limited General Attorney-in-Fact J~ _ Trustee( s ) Guardian/Conservator — Other : SIGNER IS REPESENTINC: Name of Person( s) or Ertity( ies) _ ATTENTION N07AR:": Although the information requested below is OFTICNAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE XT"_'ACHED_ TO TIE DOCUMENT Number of Pages _ DESCRIBED Date of Document AT RIGHT: Signer( s) Other Than Named Above : 05/21/93 0757u/2450142 ATTACHMENT NO. 5 STATE OF CALIFORNIA ) ) ss . COUNTY OF ) On _ _ _ , before me, (name, tide, e. g . , "Jane Doe, Notary Public personaliy appeared ( name( s ) of s_gner( a) ) , personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person( s ) whose name( s ) :s. are subscribed to the within instrument and acknowledged to me that he/she/they execrated the same in hiszher. their authorized capacity( ies) , and that b , his - her their signature( s ) on the instrument the perscn( s ) , or the ent: z y upon behalf of which the person( s ) acted, executed the instrument. [•dimness :r,-: hand and official seal . ( Signature of Notary) CAPACITY CT A_MED BY SIGNER: _ Indi idual _ Corporate Offacer( s) : Title( s ) _ Par ner( s ) : Limited General _ Attorney-in-Fact __ustee( s ) Guardian/Conservator -- Other : SIGNER 1S REPRESENTING: Name cf Person( s ) o, Entity( ies) ATTENTION NOTARY: :although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED _ TO THE DOCUMENT Number of Pages DESCRIEED Date of Document _ AT RIGHT: Signer( s ) Other Than Named Above: 05 :'2093 0757uZ2460 !42- ATTACHMENT NO. 5 EXHIBIT A LEGAL DESCRIFT:ON OF PROPERTY Encvcicnedra Lot No. 1 : Lot 47 , Blom; F of Tract 172 , in the City of Huntington beach, County of orange, State of California, as per map recorded in Boor: 12 , Pages 21 and 22 of Miscellaneous Pups . Excepting therefrom all oil , petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401 , rage 356, Deeds, and in various other deeds of record . Encyc 1 onedr a Lot Nc . 2 : Lot No . 145 , Bloc: C of Tract 172 , in the Cite o; Huntington Beach, County of orange, State of California, as per map recorded in Book lc , Pages 21 and 22 of Miscellaneous Maps, records of Orange County, California. Excepting oherefrom all oil , petroleum, asphaltum:, gas, minerals, and other hydrocarbon substances , as reser7e6 in deed recorded august 16, 1921 in Bock 401 , rage 356, Deeds, and in ar _ous other deeds of record. Landsca"na S^r• o: The sout: er_: 10. 00 feet of Lots 41 and 42 of Block "E" , and Lots 3 . , 36 and 39 of Block "C" , all of Tract 172 , in the City of Huntington Eeach, County of Orange, State of California, as shown on a map recorded in Book 12 , Paget 21 and 22 , of Miscellaneous Maps, in the Office Recorder of said County; Excepting, `hat portion of Lot 39 lying Within Joyful Lane as described in documen:.s recorded August 12, 1983 and October 30, 1967 , as. Instrumenn Nos. 83-352375 and 67-608429, Official Records of Orange County. 05 ; .1/93 0757u!2460%42 ATTACHMENT NO. 5 ATTACHMENT NO. n LOAN AGREEMENT THIS LOAN AGREEMENT ( tile "Agreement" ) is made this day of _ 19 by and between ( "Fa_'ticipant" j and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ( the "Agency" ) . R E C I T A L S A. Participant has entered into an agreement (the "Purchase Agreement" ) to purchase that certain real property commonly }mown as Huntington Beach, California, and more narticulai-ly described in Exhibit A attached hereto and incorporated herein (the "Property" ) . 1. =participant requires assistance to purchase the Property and would not be able to purchase the Property without such assistance . Participant is a person or family of low or moderate income and currently earns less than 12C% of the cur_'ent annual median income fcr the Orange County area, as those terms are defined by California health and Safety Code Section 5GC93 . C . Participann has represented to the Agency that Farn_c:pant ails..' Parti ipant ' a immediate family intend to reside its the I roperry at all times throughout the term of this Hgreement . D The Agency desires to assist persons of low and moderate income to purchase residential property to increase, impro"e , and preserve low and moderate income housing available at an affordable housing cost within the City of Huntington Beach ( thy' "City" ) . The Agency wishes to lend, and Participant wishes to borrow, Program funds to assist Participant to purchase the Property upon the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration the parties agree as follows : 1 . Agency Loan. The Agency shall loan to Participant ( the "agency Loan" ) the amount of Dollars ( $ j sub;ect to the conditions and 05121193 ATTACHMENT NO. 6 0757u/2460;42 Page 1 of 9 restrictions set forth herein and those set forth in the Promissory Note and the Disclosure Statement For the Program. The Agency Loan shall be paid to the seller of the Property ( the "Seller" ) by the Agency through deposit of the Agency Loan pl.cceeds into escrow with _ _ ( the "Escrow Agent" ) ( Escrow No . ) The Agency shall direct the Escrow agent to apply the proceeds of the Agency Loan on behalf of Participant to the purchase price of the Property, and, at Participant ' s election, to the costs of closing, escrow fees, recording fees, loan, points and fees, and; o_ document fees . At such time, Participant small execute and deliver to the Agency a promissory note in favor of the Agency as holder- , in the amount of the Agency Loan, with simple interest at five percent ( 5°0) per annum, due in thirty (30 ) years and payable upon the earlier sale, refinancing or transfer of the Property, substantially in the form of the "Promissor-. Note" attached hereto as Exhibit E and incorporated herein. Participant shall also execute and deliver to the Agency a second deed of trust encumbering the Property which shall secure the Promissory Note ( the "Agency Deed of Trust" ) , in the form of Exhibit C attached hereto and incorporated herein. 2 . Maintenance of Prooert•;. Participant shall maintain the improvements on the Property in a manner consistent with community standards and in an manner which will uphold the value of the P rcpvrty, and shall keep the Property free from anv accumulation: of detris and waste materials. Participant aarees no comply with any and all covenants and agreements ezza lls!le.^., by any nomeo:Jner s association or other regulatory entity recognized by area property owners and comply with all applicable fe eral , state and local laws . 3 . Due on Sale . Transfer_ o_r_nefinanc_ng. Participant agrees to notify: the Agency not less than thirty ( 30 ) days prior- tc ( i ) the sale or transfer of the Property or ( ii ) any refinancing of the lien of the Agency Deed of _rust or any lien to which the lief: of the Agency Deed of Trust is subordinate ( the "First Mortgage" ) . The Agency Loan and all interest accrued thereon shall be due and payable upon ( i ) such sale or transfer, ( ii ) the refinancing of the First Mortgage for a loan amount in excess of the then current loan balance or for an amortization period longer that: the loan secured by the First Mortgage, or ( iii ) Participant is no longer an occupant of the Property pursuant to Section 5 of this Agreement or is in material default of an;: other obligation pursuant to this Agreement. At the request of Participant, the Agency may, in its sole discretion, waive the requirements of this Section 3 and extend the term of the Agency Loan. 4. Equity_ Sharin.g. In the event that the Agency Loan becomes due and payable prior to the thirtieth anniversary of the date of this Agreement, Participant shall pay to Agency 05. I Z93 ATTACHMENT NO. 6 0757u!2460/42 Page 2 of 9 concurrently with such sale , transfer or refinancing, an amount equal to the "Equity Share Amount . " The Equity Share Amount shall be determined by applying a percentage facto_- ( the "Applicable Factor" ) to the difference between. the Sales Price and the Purchase Price (defined below) as follows : 1 . Prior to fifth anniversary fifty percent ( 500.) of the Agency Deed of Trust: 2 . After fifth anniversary but forty-eight percent prior to sixth anniversary: (48%) 3 . After sixth anniversary but forty-six percent prior to seventh anniversary ( 46°0) 4. After seventh anniversary '-out forty-four percent prior to eighth anniversary: ( 44%) 5 . After eighth anniversary but forty-trio percent prior to ninth anniversary: ( 421-0) 6 . After ninth anniversary but forty percent prior to tenth anniversary: ( 40°0) . :Ater tendh anniversary but thirty-eight percent prior to eleventh anni•�-ersary: (38%) 2 . Af=e_ eleventh anniversary but thirty-six percent prior to twelfth anniversary: ( 36%) 0 . After twelfth anniversary but thirty-four percent prior t3 thirteenth anniversary: ( 3='o) 10 . After thirteenth anniversary but thirty-two percent prior to fourteenth anniversary: (32%) 11 . after fourteenth anniversary but thirty percent (304) prior to fifteenth anniversary: 12 . After fifteenth anniversary but twenty-eight percent prior to sixteenth anniversary: (28%) 13 . after sixteenth anniversary but twenty-six percent prior to seventeenth anniversary: 126 0) 14. After seventeenth anniversary but twenty-four percent prior to eighteenth anniversary: (241) 15 . After eighteenth anniversary but twenty-two percent prior to nineteenth anniversary: (22%) 05/21 /9 3 ATTACHMENT No . 6 0757u/2460142 Page 3 of 9 16 . Afner nineteenth anniversary but twenty percent ( 201"0) py,or to twenz eta: anniversary: 17 . After twentieth anniversary but eighteen percent ( 18%) pr;cr to twenty-first anniversary: 18 . Auer twenty-first anni•.ersary sixteen percent but prior to twenty-second anniversary: 19 . Aftez twenty-second anniversary fourteen percent ( 14%) but prior to twenty-third anniversary: 20 . After twenty.-ohird anniversary twelve percent ( 12%) o z prior to twenty-fourth anniversary 21 , After twenty-fourth anniversary ten percent ( 10'0) but pricr to zwenty-fifth anniversary: 22 . After t=went_ -fifty, anniversary eight percent (B%) bu: prior to twenty-sixth . After rwenry-sixth anniversary six percent bur prior to t::enry-seven h anniversary : 24 . After: twin__ -seventh anniversary four percent (4°0) but prior to twenty-eighth anniversary: 25 . After twenty-eighth anniversary two percent ( 2%) 'o but prior to twenty -ninth anniversary: 26 . .._ter twenty:--ninth anniversary one percent ( %) but prior to thirtienh anniver sa,y: 27 . After thirtieth anniversary: zero percent The "Purchase Price" is the price paid by the Participant to :.he Seller for Seller ' s interest in the Property, exclusive of escrow fees, title insurance costs, broker' s commissions, loan fees or any other closing or transaction costs. The actual cost to Participant of all capital improvements to the Property made while Participant owned the Property may 05i2i/93 ATTACHMENT NO. b 0757u/2_50142 Page 4 of 9 be aided to the Purchase Price if Participant complies with the following: No capital improvements which cost more than two thousand five hundred dollars ( $2 , 500) shall be added to the Purchase Price unless within sixty ( 60 ) days following completion of such capital improvements to the Property Participant shall send the following to the Agency: ( ; ) an itemized 'list of the improvements, ( ii ) proof of completion of the improvements, and ( iii ) evidence of the cost of the improvements . The costs incurred by the Participant for capita'_ improvements which cost less than two thousand five hundred dollars ( $2 , 500) shall be added to the Purchase Price upon Participant ' s submission of evidence of such costs to the Agency, in a form reasonably satisfactory to the Agency, prior to the due date of the Agency Loan. The "Sales Price" is the price paid by the Buyer of the Propert_. to Participant for Participant ' s interest in the P rcperty, exclusive of escrow fees, title insurance costs, broker' s commissions, loan fees or any other closing or transaction costs . Eault- S}lare Won Sale or Transfer . The Equity Share �.mounn shall be payable to the Agency upon sale or transfer of the Property no a person or persons ( the "Buyer" ) whose income exceeds. 120% of the current annual median income for the Grange county area: . If the Buyer does not submit an income verification statement tc the Agency, the Buyer shall be deemed to exceed such income limit. t. Ecr::ity, ShareUnor. Refinancing or Failure to Occupy. The Equity Share Amount shall be payable tc the Agency upon a refinancing, failure to occupy the Property or material breach of any other provision of this Agreement which causes the Agency Loan to become due and payable. The Sales Price for purposes of determining the Equity Share Amount shall be determined by an appraisal of the Property. The Agency shall appoint a certified, independent appraiser to co.duct an appraisal of the Property, at Participant' s expense, and Participant agrees that in such event the Equity Share Amonnt shall be the Applicable Factor multiplied by the difference between. the Purchase Price and the appraised value of the Property as of the time of such refinancing. This Agreement shall be terminated upon the Participant' s repayment of the Agency Loan and payment of the Equity Share Amount as provided in this Agreement . C . Expiration of Equip Share Obligation. In the evert the Participant does not sell or transfer the Property, fail to occupy the Property, refinance, or is in material breach of any other pro"ision of this Agreement before the thirtieth anniversary of the date of this Agreement, the Participant shay_ have no obligation to pa_, the Equity Share Amount to Agency upon any later sale, transfer or refinancing. 05121 193 ATTACHMENT NO. 6 0757u. 2460 142 Page 5 of 9 5 . Occ:;pal:cv Stanaards . The property shall be used as the personal resiaenwe of Participant and Participant' s immediate family an: for no other purpose. Participant shall not enter into an agreement for the rental o: lease of the Property . 6. Income _Information. Participant has submitted an eligibility verification fors, to the ?agency prior to execution of this Agreement. Participant represents and -warrants to the Agency that all information Participant has provided and will provide in the future is and will be true, correct and complete . Participant acknowledges that the Agency is relying upon. Participant' s representations that Participant ' s income does not exceed 120% of the area median income and would not have entered: this Agreement if Participant' s income exceeded 120% of the area median income . Loan_Serv_cin The Agency may contract with a p--iva�e lender to originate and service the Agency Loan. 8 . rarti:inant Fanancina . Participant shall obtain _financing for the purchase of the Property from the Southern. California Home Financing Authority or a reputable inst_t:Itlonal lender approved by the Agency ( the "Lender" ) . The lien seoured by the Agency Deed of Trust shall only be suao_iInateM to a first lien on the Property held by the Lender or- Lender ' s assigns . in addition, not less than percent (__ % ! of the Purchase Price of the Property shall be paid in cash from Participant ' s own resources and not from the proceeds of a loan . a . Co-.°enants Participant and the Agency shall execute and nave reco_a-ed in the Official Records of Orange County, California, a "Dec_arat,on of Conditions, Covenants and Restrictions for Property" , substantially in the form of Exhibit C atta_hec hereto and in.•corpo;aced herein, in which Participant agrees that the Property shall only be owned by Participant or other prisons or famti_es of low or moderate income available at an affordable housing cost as those terms are define! in California Health & Safety Code Sections 50093 and 50052 . 5 , and that Participant shall not discriminate against any person or group of persons on the basis of race, color, religion, sex, marital status, national origin or ancestry. Such covenanns shall run, with the land, in favor of the Agency and the City. 10. Non--6:ai7er . Failure to exercise any right the Agency may have or be entitled to, in the event of default hereunder, shall not constitute a waiver of such right or any other right in the event of a subsequent default. OS;21!93 ATTACHMENT NO. 6 0757u 2460/42 Page 6 of 9 ?1 . Indemnification. The Participant shall defend, indemnify and hold harmless the Agency and the City of huntington Beach and their respective officers, agents, employees, representatives and volunteers from and against any loss, liability, claim o: Judgment relating in any manner to the Property or this Agreement . The Participant shall remain fully obligated for the payment of property taxes and assessments relate^ to the Property. There shall be no reduction in taxes for Participant , nor any transfer of responsibility to the Agency or the City to make such payments, by virtue of the Agency Loan. 12 . Defau_lts. Failure or delay by either party to perform any term or provision of this Agreement which is not cured within thirty ( 30) days after receipt of notice from the other party constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty ( 30 ) days to cure, the defaulting party shall avoid default hereunter by commencing to cure within such thirty (30) day period and thereafter diligently pursuing such cure to completion. The party who so fails or delays must immediately commence to cure , correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence . The inured party shall give written notace of default to the party in default, specifying the default complained of by the injured part,, . Except as required to protect against further damages, the Vnzured party may not institute proceeulnns ago inor the party in default' unit thirty ( 30) days after giving such notice . Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default . 13 . Documents. Participant is aware that the Agency has prepared certain documents to implement the Program and secure repayment of the Agency Loan. Participant has reviewed and agrees to execute the following documents prior to receiving the Agent,- Loan: ( a) Disclosure Statement; (b) Promissory dote; (c ) Agency Deed of rust; and (d) Declaration of Conditions, Covenants and Restrictions of Property. Participant agrees and acknowledges that the Agency Deed of Trust and the Declaration of Conditions, Covenants and Restrictions of Property shall be recorded with the County Recorder of the County of Orange and shall appear of record with respect to and as encumbrances to the Property. 05121193 ATTACHMENT NO. 6 0757u/2460/42 Page 7 of 9 14. Faytner As The Participant shall execute any further documents consistent with the terms of this agreement, inciuding documents in recordable fo_-m, as :.he agency shall from. time to time find necessary on appropriate to effectuate its purposes In entering into this Agreement and making the Agency Loan. 15 . Goyernina_Law. This Agreement shall be governed by the laws of the State of California . Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Grange, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California. 16 . Amendment of horeement. No modification, rescission, waiver, release or amendment of any provision of this Agreement Shall be made except by a written agreement executed by the Participant and Agency . 17 . -.aency- May Ass ign. Agency may, at its option, assign _ is right^to receive repayment of the loan proceeds without obtaining the consent of the Participant. 16 . Farticipant Assionme nn Prohibited . in no event shall Participant assign or transfer any portion of this Agreement withoun the prior express written consent of the Agency, which consent � given 7� � 7 co..a_.�_ .,.a�.• be ai r, or �h_�n.�e:c lr. the Agency' s sole discretion. No assumption o: the Agency Loan shall be permitted at any time 7h:s section snail not prohibit the Agency' s right to assign all or any portion of, its rights to the loaf proceeds hereun6ey .. 19. Znzire Agreement . This Agreement constitutes the entile undersman inc anti agreement of the parties . This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto , and supersedes all prior negotiations discussions and previous agreements between the Agency and .he Participant concerning all or any part of the sub3 ect matter of this Agreemeot . WZ21193 ATTACHMENT NO. 6 0757u;2460142 Page 8 of 9 !N WITNESS WHEREOF, the parties have executed this ; a_•eement as of the day- and year written below. "PARTICIPANT'' Date: _ a By: Printed Name : Date. — 1p - By. ----- — Printed Name : Date : �.— 19_ By- — - -- Pranted Name: THE REDEVELOPMENT AGENCY OF THE CITY OF HUN,INCTON BEACH, a public body corporate and politic Date. 1= Ey: 05 01 a 3 ATTACHMENT NO. 6 0 57u"2460 42 Page 9 of 9 EXHIFIT ti 1EG L DESCR-!P—ION OF PROPERTY ~ i To Be Attache:j ~~ 05 '2 I '93 "EXF I b I T A" TO ATTACHMENT NO. 6 C75"u.'2460.'42 Page I of I EXHIBIT B PROMISSCRY NOTE Huntington: Beach, California i9 FOR VALUE RECEIVED, the undersigned ( "Maker" ) promises to pay rc The Re6evelopment Agency of the City of Huntington Beach ( "Holder-" ) at 2000 Main Street, P . O. Box 190, Huntington Beach, California 92648, or at such other address as Holder- may direct from time tc time in writing, ( the "Note ti:r7unz" )together with interest thereon at he rate set forth herein. All sums hereunder shall be payable in lawful money of the United States ci America an: all sum, shall be credited) _;rsn tc: interest thee: due and the balance to principal . 1 - ?nreres` Rate Simple ir_teresn shall accrue on the Note Amount at a rate of five percent ( 5 . 00%) per annum . lZ r'_atu.'it•✓ Late . The LG_anc'e of all unpa_d principal and accrued interest Shall be d ... and Dalai le on _ _ 2C ( thlrtiezh j30th ) a_ niver'.ac'2rj dare Note) . 3 ' Acce evasion . The whole of the Note Amount plus accrued interest and all other paynents due hereunder sha'_i become due and be mmed,atel1 payable to the Holder by the Maker upon the occurrence of any cne of the following events : ( a) Maker sells or otherwise transfers title to the Property; or (b ) nuke_ refinances any lien or encumbrance to which the Agen_y Deed of Trust is subordinate for a loan, amount which is in excess of the then current loan balance or extends the amortization period of the loan secured by such prior lien; or ( c ) Maker fails to occupy the Property or to perform any obligaticn under the :agreement ( as hereinafter defined ) . C5 1 90 "EXHIBIT B" TO ATTACHMENT NO. 6 075 7 u/2460142 Page 1 of 3 Securitv for Note . This Promissory Note shall be secured by a second deed of trust encumbering the Property ( the "Agency Deed of Trust" ) , executed by Naker as Trustor in favor of Helder as Trustee . 5 . Pre,avmer.t of Note Amount. Maker may prepay to Holder the full Note Amount, together with simple interest thereon an a rate of five percent ( 5 . 00%) per ainnum, at any time prior to the due date of the Note Amount. 6. Loar. nareement. This Promissory Note is made and delivered pursuant to and in implementation of Loan Agreement entered by and between the ?colder and the Maker dated 19 ( the "Agreement" ) , a copy or teach is on File as a public record with the Holder and is incorporated herein by reference . The Maker acknowledges that but for the execution of this Promissory Note, the Holder would not enter into the Agreement or make the loaf: contemplated therein. Unless definitions of terms have been expressly set out at length herein, each term shall have the same definition as set forth in the Agreement. . . Helder May As iln. Holder may, at its option, ass:an its right to receive payment under this Promissory Note without necessity of obtaining the consent of the Maker. 6 . Maker Assignment Prohibited. In no event shall Maker assign or transfer any portion of this Agreement without the prior express written consent of the Holder, which consent ma,, be given or withheld in the Holder' s sole discretion. Likewise, no assumption of the Agency Loan shall be permitted at any time. This Section shall not prohibit the Holder' s right to assign all or any portion of its rights to the loan proceeds hereunder . 9 . Attornevs' Fees and Costs. In the event that any action is instituted to enforce payment under this Promissory Note, the Maker promises to pay such sutras as a court may fix for court costs and reasonable attorneys' fees. 05;21;:93 "EXHIBIT S" TO ATTACHMENT NO. 6 0757u/2460/42 Page 2 of 3 ailur� or delay in a::-ina any notice required hereunder shall not col=sti t,;te a wal-yer of any default or -a:.e payment, nor Bha11 it cnancfF t!`.F time any default or payment. 11 . Successors Bound. This promiss--ry Note shall be binding upon the parties he_-etc. and their- respec_i,,,e he--rs, successors and assigns. VM::I;ER« Printed Name : Bv. 1lnte larle : U l rrintec Name : -- 0 5 11-2111 '93 "EXHIBIT E" TO P:`T_�"r:-.CHMEII'- NO. 6 C 157u "246Q.'42 Face 3 of 3 EXHIBIT C AGENCY DEED_ OF TRUST I To Be Attachedj 05!21 '93 "EXHIBIT V TO ATTACHMENT UO. e 0757u!2460/42 Page 1 of 5 EXHIEIT C RIDER TO DEED OF TRUST FIRST TIME HCM EWYER DOWN PAYMENT ASSISTANCE PROGRAM". This Deed of Trust is subject to the terms and conditions of that certain Loan :agreement dated _ 1 19_ ( the "Loan Agreement" ) , pursuant to which Beneficiary has agreed to loan Trustcr the sum of dollars ( $ ) ( the "Loan Amount" ) . All terms in this Rider to Deed of Trust, if not separately defined herein, shall have the meanings as defined in the Loan Agreement. In the event that the Agency Loan becomes due and payable prior no the thirtieth anniversary of the date of this Agreement, Trustor shall pay to Beneficiary concurrent with such sale , transfer or refinancing, an amount equal to the "Equity Share Amount. " The Eq i tl Share Amount shall be de rermine d by applying a percentage factor ( the ":'applicable Factor" ) to the difference oetween the Sales Price and the Purchase _C (defined below) an follows : 1 . Prior tc fifth anniversary fifty percent ( 50%) cf the agency Deed of Trust : _ . After f_=tn anniversary but forty-eight percent prior to sixth anniversary: ( 48%) 3 . A f Per si:mh anniversary but forty-six percent prior to seventh anniversary ( 46%) _ . After seventh anniversary but forty-four percent prior tc eighth anniversary: (44%) S . A:ter eighth anniversary but forty-two percent prior to Ninth anniversary: ( 42%) 6 . sifter ninth anniversary but forty percent prior to tenth anniversary: ( 40%) 7 . After tenth anniversary but thirty-eight percent prior to eleventh anniversary: ( 360) S . After eleventh anniversary but thirty-six percent prior to twelfth anniversary: ( 36%) 05/2103 "EXHIBIT C" TO ATTACHMENT NO. 6 0757u 2450f 42 Page 2 of 5 ..=tey t` elftt anm :ersa_-•ti but thirty-four percent prior to thirteenth a: niwersary: (34-0) 10 . After thirteenth anniversary but thlr y-twc percent prior no fourteenth anniversary: (Sm) 11 . of her fourteenth arniversayy but thirty percent (304.0) prior to 0freenth anniversary: 12 . After fifteenth anniversary but twenty-eight percent prior tc sixteenth anniversary : (28`0) 13 . After sixteenth anniversary but twenty-six percent prior to seventeenth ann2versarY: (26%) 14 . After se:•en reenth anniversary but twent—f our percent riot to eighteenth anniversary: (24%) 1_, After eighteenth anniversary but twenty-two percent prior to nineteenth anniversary : ( 22i0) 16. fre_ nineteenth anni ersar': but twenty percent (20".) prier to twentieth anniversary : 17 . Aftev twentieth anni"ersary but eighteen percent ( 18%) pr= to twenty-first a:'= . e_ Sary. 1S . -.f ve� twenty-first anniversary sixteen percent ( ?6%) but t prior to t::enr' -second anni :ersai 19 . Afre_ tNeI1ty-second anniversary fourteen. percent ( 14 0) bot prior :.o twenny-thind a_ni"ersary : 2C . After twenty-third anniversary twelve percent ( 12;0) but prior to twenty-fourth anni7ersacy: 21 . :after twen y-foarth anniversary ten percent ( 10%) but prior to twenty-fifth anniversary: 22 . After twenry-Fifth anniversary eight percent (89) bun prior no t;:en ty-s1Y.t_`l anniversary: 23 . After twenty-sixth anniversary six percent (6%) but prior to twenty-seventh any:_ .•ersa 05 '21193 "EXHIBIT C" TO ATTACHMENT NO . 6 0757 "2. 6D 42 Page 3 of 5 24. After twenty-seventh annv' ersary four percent ( Q) but prior to twenty-eighth anniversary: 25 . After twenty-eighth anniversary two percent ( 2%) but prior to twenty-ninth anniversary: 26. After twenty-ninth anniversary one percent but prior to thirtieth anniversary: 27 . After thirtieth anniversary: zero percent (0%) The "Purchase Price" is the price paid by the Trustor to the Seller for Seller' s ;nterest in the Property, exclusive of escrow fees, title insurance costs, broker ' s commissions, loan fees or any other closing or transaction costs. The actual cost to Trustor of all capital improvements to the Property made wile Trustor owned the Property may be added to the Purchase Price if Trustor complies with the following: No capital improvements which cost more than two thousand file hundred dollars ( $2 , 500 ) shall be added to the Purchase Price unless within sixty ( 60) days following completion of such capital irmprovemen is to the Property Trustor shall send the following to the Benef,c.iar7: ( 1 ) an itemized list of the improvements, ( ii ) proof of completion of the improvements, and ( iii ) e7idence of the cost of size improvements . The costs incurred by the Trustcr for capital improvements which cost less than two thousand f, :e hundred dollars ( $2 , 500 ) shall be added tc the Purchase Price upon Trustor' s submission of evidence of such costs to the Beneficiary, in a form reasonably satisfactory to the Beneficiary, prior to the due date of the Agency Loan. The "Sales Price" is the price paid by the Buyer of the Property tc Trustor for Trustor' s interest in the Property, exclusive o: escrow fees, title insurance costs, broker' s commissions, loan tees or any other closing or transaction costs, The percentage factor so determined is the "Applicable Factor" . if the Property is sold, an amount equal to the Applicable Factor multiplied by the difference between (i ) the original Property purchase price and ( ii ) the amount received by Trustor as the Property sale price ( as reduced by costs of sale paid by the Trustor) shall constitute the Equity Share :mount. If the Property is transferred or the lien of this Deed of Trust or any lies, to which this Deed of Trust is subordinate is refinanced For a loan amount which is in excess O5%2103 "EXHIBIT C" TO :ATTACHMENT NO. 6 0757u%2460/42 Page 4 of 5 of the then current loan balance or er.tends the amortization period of the loan secured by such prior lien, Beneficiary shall appc_nt a certified, independent appraiser to conduct an appraisal of the Property and Trustor agrees that in such event the Equity Share mount shall be the Applicable Factor Tu'_t7pi:ed by the difference between ( 1 ) the original Property purchase price and ( 1i ) the appraised value of the Property as of the time cf suzh transfer or refinancing. in the event the Trustor does not sell or transfer the Property or refinance before the tent: anni'lersar y of !the date of this Agreement, the Trustor _hall have no obligation to pay the Equity Share Amount to Beneficiary upon any later sale , transfer or refinancing. TRJSTOR' S INITIALS 05 '21193 "EXHIBIT C" TO ATTACHMENT NO. 6 075+u •2460 42 Page 5 of 5 EXHIBIT D DECLAR=:TION OF CONDITIONS, CgVENANTS AND RESTRICTIONS FOR PROPERTY RECOPDING REQUESTED B ) AND WHEN RECORDED MR IL L TO: } ) } } } ~ —( Space above for Recorder' s use. ) THIS CECLARATION OF COND:T=OFFS, COVENANTS AND RESTRICTIONS FOR. FROPEr 7 ( tie "Dec l ara r i on" ) is made by and between ( the Covenantor" ) and THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTING ON EE .CH, a public body corporate and politic ( the "Oenc; or "Covenantee" ) as of the date set forth below. R E C I T A L S i. Covenantor ant the Agency have entered into a certain. Loan g eenen: davezi la� ( the "Agreement, " a Copy of •vhic_': is on Tile with the Agency at its offices and is a public record ) pursuanz to which the Covenantor has agreed to subect certain real property ( referred to in the Agreement as the "Afiordab le Unit" and referred to herein as the "Property" ) descyinec in the "Legal Description of the Property" (which is attached hereto as Exhibit "A" ana incorporated 'herein by this reference ) to certain covenants, conditions and restrictions. E. The Community Redevelopment Law (California Health and Safety Code 33000 et se2. ) provides that a redevelopment agency shall establish covenants running with the land in furtherance of redevelopment plans . r NOW, THEREFORE, the parties hereto agree and covenant as follows : _ . Affordability Covenants . Covenantor agrees for itself, and its succesJors and assigns, and every successor to Co-:enantor ' s interest in the Property, or any part thereof that for thirty ( 30) years from the date a certificate of occupancy is granted for the- Property (the "Expiration Date" ) : 05/21,g 3 "EXHIBIT D" TO ATTACHMENT NO. 6 075;u/2460 '42 Page 1 of 10 ( a ) The Property shall only be owned and occupied by Covenant•_r or by other persons or families of "moderate income. " "Moderate Income" shall mean persons or families earning One Hundred Twenty Percent ( 1200) or less of Orange Counts median income , adjusted for appropriate family size . (b) The Property shall be kept available at ?affordable Housing Cost ( as defined below) to the Covenantor or other persons or families of moderate income . Affordable Housing Cost shall mean, as to each person or family of low or moderate income, that purchase price which would result in monthly housing payments which do not exceed an amount under any currently prevailing conventional home mortgage lending rates applied by any reputable institutional home mortgage lender, or the lending rates of any government- subsidized or special mortgage program for which such person or family qualifies and has obtained a first trust deed loan, which do not exceed zhi ty-five percent i 5%) of One Hundred Ten Percent ( 110°�) of the Orange County monthly median income for those .o persons and families of moderate income ( as determined by the United States Department of Housing and Urban Development) earning between Vghiy Percent ( 80°0) and One Hundred Ten Percent ( 110%) of the Orange County monthly median, income, and Thirt: -F i e Percent ( 35% ) of the monthly medial: income of any person or family of moderate income which earns more than One Hundred Ten Percent ( 120%) and not more than One Hundred Twenty Percent ( 1201 ) of the Orange County median income . ( c ) The covenant contained in this Section '_ shall run wit:= the land and shall automatically terminate and be of no further- force or effect upon the Expiration Date . 2 . Transfer of Pronertv. No transfer of the Property shall occur until the Agency determines ( a ) that the proposed purchaser intends to occupy the Property as the proposed purchaser ' s principal_ residence, (b) that the proposed purchaser is person or family of moderate income and ( c ) that the proposed transfer occurs at an Affordable Housing Cost . The Agency: shall not be obligated to approve a transfer until and unless the proposed purchaser has submitted to the Agency such information and completed such forms as the Agency 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 Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser buying may only sell the unit at an Affordable Housing Cost to a moderate income person or family, that the maximum permitted 05121!4.3 "EHHISIT D" TO ATTACHMENT NO. 6 0757uj2 60/42 Page 2 of 10 sales price may be less that, fair market Value and that the unit must be owner-occupied at all times and cannot by rented oy leased. Covenantor shall cooperate with the Agency in provii1nr. such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the Agency in connection with the Covenantor' s original sale of the Affordable Unit, provided that the Covenantor shall not be obligated to incur any out-of-pocket cysts in connection therewith, other than employee time dedicated to providing such assistance. THE COVENANTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF COVENANTOR UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING I__NTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE CFF ERED 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 ;IAEUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIB?ILAR REAL PRO ERR WH:CH IS NOT ENCt'M ERED E`_ THIS RESTRICTION. COVENANTOR AND EACH SUCCESSOR, HE;R OR XSSIGN OF COVENANTOR FURTHER -CKNOWIEDG ES THAT AT ALL TIMES IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF =HE AGENCY AND THIS DECLARATION IS TO PROVIDE HGUSINO TO E'LISISLE PERSONS OR FAMILIES AT AN AFFORDAELE HOUSING COST. Covenantor Initials The covenant contained in this Section 2 shall run with nVe iani and shall automatically terminate and be of no further force or effect upon the Expiration Date . 3 . Non-Discrimination Co7enants . Co"venantow covenants by and for itself , its successors and assigns, and all persons claiming under cr thrcugh then that theme 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 en3oyment of the Property, nor shall Covenantor itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, subiessees, or vendees in the Property. Covenantor and its successors and assigns, shall refrain from restricting the rental or lease ( if permitted by Covenantor) or sale of the Proper ; on the basis of race, color, religion, sex, marital status, national origin or ancestry of any person. Ali such deeds, 'leases or contracts 05121 93 "EXHIBIT D" TO :ATTACHMENT NO. 6 C757uV2460/42 Page 3 of 10 shall contain or be subject to substantially the following nont: scriminanon 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, seq., 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 _ar_-d ('t ) In leases : "The lessee herein covenants by and for himself or herself, hit or her heirs, executors, a0minisoratcrs and assign- , ani all persons claiming under or t:?rough ]aim or her , and this lease is made and accepted upon ani sublez .. to the _ollo'.:ina conditions : "There shall be no discrimination against or segregation of any PeY51n or group of persons on account of race , color, religion, sex , marital status, ancestry or national on zn in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased no_ shall the lessee himself or herself , or any person claiming under or through }-. T 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. 11 ( 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 segregations with reference to the selection, location, number- , use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the premises . " Nothing in this Section 3 shall be construed to authorize the rental or lease of the Property if such rental or lease is not otherwise permitted. The covenants in this paragraph 3 snail run with the land in perpetuity. OSY21193 "EXHIBIT D" TO ATTACHMENT NO. 6 0;3?u/2460/42 Page 4 of 10 4. Covenants Do At Imnair Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest . 5 . Covenants For Benefit of City and A ency. All covenaIts without regard to technical classification or designation shall be binding for the benefit of the Covenantee and the Cioy of huntington Beach (the "City" ) and Such covenants shall run in fa-:or of he Covenantee and the City for the entire _period daring which such covenants shall be in force and effect, without regard to whether the Covenantee or the City is or remains an owner of any land or interest therein to which such covenants relate. The Covenantee and the City, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper 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 specifies' for such covenants, except the ;"o "enanoz againoz 0swrininat:on which may be enforced at law or in equi!y an any time in perpetuity. IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this ins:.rument to be executed on their behalf by their respecri .'e officers hereunto duly authorized, this day of � C THE REDEVELOPMENT AGENCY OF THE CITY OF HUNT I NGTON BEACH, a public boVy corporate anti politic R•.• its- "COVENANTEE" ATTEST: Agency Clerk Approved as to Form: .agency Course_ 05;•21;93 "EXHIBIT D" TO ATTACHMENT NO. 6 0757u;2460,42 Page 5 of 1C By. --- - - I-]am e By: Name: "COVENANTOR" 05 21,'93 "EXHIPIT D" TO ATTACHMENT NO. 6 0757u;`2460.-'42 Page 6 of 10 COUNT: C 01- _ _ before me, — _ — [ name, title, e. c;. , "jane Doe, Notary P ublic" ) . personally appeareA __ _—.�------_—_-- ( name( s ) of signer es ) ) , — _ personally_ known to me -- OR -- proved to me an the basis o; satisfactory evidence to be r e person( s ) whose name( s ) is, are subscribed to the within ins-rument and acknowledged to me that he :shelthey execute execunei the same in his her, their authorized capaclty( les ) , and that 57 ha •"hernheir signaturets ) on the instrument the person( z ) , or the entity upon behalf of which the person( s ) acted, e:::'co e d the ins rumen t . Wizne=- m:' band and cffizial seal . ( Si` aLure of Hotary )- — Indi7idual - — Corpora ze Off ices s) - rartr_e_•( e : Limited _ General — — Antorney-on-Fact — — Trusten ( z ) ~ Guardian. .__nservatcr SIGNER IS REP-ES2NTING: Name o: Fer on( s) or Entity( ies ) ATTENTION NOTARY : Although the information requested below is OPTIONAL, it cot;_d prevent fraudulent attachmen= of this cer _i iccte to another documenn. THIS ERTI FI CLTE Title or Type o2 Document MUST RE ATTACHED _ TO THE DOCiJMBIT Number of Pages - TiE.—01EEZ — Date of Document- _—_— r.T F_G4i_ Signer( s ) Other Than Named Above: CS /21 "EKHIEIT 0" TO ATTACHMENT NO. 6 0757u. L450 /4L Page 7 of 10 STATE OF CALIFORNIA ) COUNTY OF ) On _ before me, — (name, =itle , e. g. , "Jane Doe , Notary Public'), personally appeared _ _ (name( s ) of signer( s ) ) , T_ personally known to one -- OR -- nro-ed to me on the basis of satisfactory evidence to be the person( ,) whose name( s) is;a_-e subscribed to the within instrument and acknowledged to me that hevshe/they executed the same in his -her. their authorized capacity( ies) , and that by his/her-thee signature( s ) on the instrument the person( s ) , or the entity upon behalf of which the person( s ) acted, executed the instrument . Witness my hang and official seal . ( Signature of Notary) CAPACITY CL INE: BY SIGEEa individual Corporate office: ( s ) . Partners ) : Limited _ General attorney act _rnstee( s ) Guardian/Conservator Other- SIGNER IS REFRESENTING: Name of Person( s ) or Entity( ies ) ATTENTION NCTAR':: Although the information requested below is OPTIOWL, it could prevent fraudulent attachment of this certificate to an other documeni . THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TC THE DOCUMENT Number ofPages _ DESCRIBED Date of Document AT RIGHT: Signer( s) Other Than Named Above : 05/21 '93 "EXHIBIT D" TO ATTACHMENT NO. 6 0757u/2460142 Page 8 of 1C ST 7F OF CALIFORNIA ) ss . COUNTY O On before me , — _ — ( name, to tie, e . g_ , "Jane Joe, :Notary Public" ) , personally appeared _ F (name( s ) of signer( s ) ) , personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person( s ) whose name( s) is/are subscribed to the w,than instrument and acknowledged to me that helshe /they executed the same in hislherZnheir authorized capacity( ies ) , and, that 'ov_ his :her"their signature( s ) on the instrument the person( s ) . or the entity upon behalf of which the person( s ) acted, executed the ins irument . tunes- my hand and official seal _ ( Signaoure of Notary) CAPACITY CLAIMED BY SIB,? E Irdiv:dua? - — Corporate Office_'( s ) = - - Title( s ) Partner( s ) - Limited General Atra ne' -in-Fact --- --- __ Trustee ( s-) Guards an `Conservator — - Other. SIGNER IS REPRESENTING: Name of Ferson( s ) or Entity( ies ) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS-CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT !Number of Pages DES CR_ ED Date of Document :.TRIC-HT Signer( s ) Other Than Named Above: 05�21 19 3 "EXHIBIT D" TO ATTACHMENT NO. 6 O157u."246014= Page 9 of 10 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY iTo Be Inserted] C5/21 :93 "EXHIBIT D" TO ATTACHMENT NO. 6 0757u!2;60142 Page 10 of 10 EXHIBIT E DISCLOSURE STATEMENT ! 'We - - ( "Applicant" ) understand and agree Chat the pra-. isloz: of financial assistance from The Redevelopment Agency of the City of Huntington Beach ( "Agency" ) is conditional on a number of factors, including, but no_ limited to : o I •We must qualify for a home loan from an institutional lender acceptable to the Agency. o I /We must pay at least of the home purchase price from our own funds. ; -'We :rrss� qualify for assistance under the guidelines of the Agency' s Program.. I . We further understand and agree that : c i 'G-;e will be responsible for repaying the loan with five percent ( 5°0) simple interest per year at the time I :we se: '_ , transfer, refinance, or no longer occupy r y;nur home, or breach any part of the Loan Agreement . The :annual Percentage Rate for this loan is five percen4 ( S°') . 0 C if within z enty (20) years from- the date I1we receive he Agency financial assistance, Iiwe sell or transfer the home Iywe purchased under this Program to persons who are not persons of low or moderate income or refinance the lien of the deed of trust held by my,-our _ender, ! /we will be ohligaTed to pay the Agency a percen`aae share of the difference between the price I /we paid for the home and its value at the time of such sale, transfer or refinancing. c : /We have a right to cancel or rescind this loan at an,, time prior to midnight or, the third business day after the loan agreement is signed by sending a notice of my/our decision to rescind or cancel the loan to : The Redevelopment Agency of the City of Huntington Beach 200C Main Street P . O. Box 190 Huntington Beach, California 92648 05;21 'QS "EXHIBIT E" TO ATTACHMENT NO. 6 0 71 7u 12 460 142 Page 1 of 2 o The Agency will not requ re me/us to make payments of principal or interest during the term of the loan_ The full balance of principal and interest will be due and payable when the term of the loan expires . There are nc loan closing costs, prepayment penalties or charges, points, fees, finance charges, service charges, investigation fees, credit report fees, insurance premiums , notary or escrow fees, late payment charges or other fees payable pursuant to this loam. An appraisal fee may be payable upon the refinancing of myy our douse . c The Agency stall not be held responsible for any costs associated with the home Iiwe purchase with such assistance including, bun not limited to, any loan fees or charges, any charges for appraisals, or any escrow costs or other Costs relating to the transfer of property. o The Agency cannot ensure that information provided by or on behalf of Applicant will be kept confidential . 0 The Agency shall not be responsible for the selection of a home by the °.pplinant, the selection of a lender providing funds assisting in the purchase of the home, providing informa=ion: concerning other public or private sourcec of loans, or the competitiveness of the terms of the Program. I1we assume all _-espcnsib•ilit:• for determining whether Iiwe desire to be considered for the Program, and I /we will inform myself ourselves as to the availability and terms of oche_' public cr private loans . e The Agency shall not be charged with knowledge of the contents of the documents of the primary lender . c• The Agency financial assistance I,%we receive under this Program may be considered to be income for purposes of federal or state income taxes and the Agency shall not be held responsible for the payment of any saxes which I :we may incur by virtue of the receipt of such financial assistance. Dated: Signature of applicant Dated: _ 19_ Signature of applicant Dated- Signature of applicant 0502/93 "EXHIBIT E" TO ATTACHMENT NO. 6 0757u/246CY42 Page 2 of 2 NOTICE OF RIGHT 0_ RJSC I Sari; Farticipant( s ) - -- Loan Amount: $ Address of Residence : Notice to Participant Required by Federal Law : You have entered into a transaction on _ ] Date ] which ma•: result in a lien, mortgage, or other security _nzerest on your home . You have a '_eqa'_ right under federal law to cancel this ryarsaction, if you desire to do so, without any penalry or obl_ga ion within three business days from the above date or any .' aver date on which all material disclosures required under the Truth in LendiI:g riot have been given to you . :f ,you so cancel the transaction, any lien, mortgage , or other security interest on your home arising for this transaction is automatically voi6 . You are also entitled to receive a refund of any down payment or cther consideration if you cancel . If you decide to cancel this transaction, you may do so b1 notifying : The Redevelopment agency of the City of Huntington Beach 2000 Main Street P. 0, Box 190 Hun�ington Beach, California 92648 by mail or telegram sent not later than midnight of (Date) You may also use any other form of written notice identifying the transaction if it is delivered to the above address not later that: that time . This notice may be used for that purpose by dating and signing below. 1 hereby cancel this transaction. (Date) (Participant ' s Signature) 05121:93 "EXHIBIT F" TO ATTACHMENT NO. 6 4757u ;24e0Z42 Page 1 of 2 EFFECT OF RESCISSION. When a participant exercises his right to rescind under paragraph; ( a ) of this section, he is not liable for any finance or other charge, and any security interest becomes void upon such a rescission. Within 10 days after receipt of a notice of rescission, the creditor shall return to the participant any money or property given as earnest money, down payment, or otherwise , and shall take any action necessary or appropriate to reflect the termination of any secur_t_, interest created under the transaction.. If the creditor has delivered any property to the customer, the customer may retain possession of it . Upon the performance of the creditor' s obligations under this section, the customer shall tender the property to the creditor, except that if return of the property in kind would be impracticable or inequitable, the customer shall tender its reasonable value . Tender shall be made at the location of the property or at the residence of the customer , at the option of the customer . If the creditor does not take possession of the property within 10 days afnei tender by the customer, ownership of the property vesis in the customer without obligation on his part to pay for i t . ACKNOWLEDGMENT OF RECEIPT OF TWO COF I ES OF NOTICE Each of the undersigned hereby acknowledges receipt of two completed copies of thin Notice. Participant ' s Signature Late Participant ' s Sianature Date Participant ' s Signature Date Participant's Signature Date 05121 92 "EXHIBIT F" TO ATTACHMENT NO. 6 0757u!2460i42 Page 2 of 2 EXHIBIT v EXPIRATION OF RESCISSION PERIODS ( Truth in Lending - real Estate and Rome improvement Loans ) Participants ) : — ----- - ----- _ Loan Amount : S Address of Residence : s n connection with the agreement of The Redevelopment Agency of the Croy o: Nuntwngtcn Beach to make the Loan:, which will be secured, by a deed of trust on the residence at the above address, each of the undersigned hereby represents as follows: 1 . The un_ ersi gned unde. stands the terms of than Expira_ion of Rescission Periods Agreemenn and its attachments . . The Redevelopment Agency of the City of Huntington Beach has agreed, sub3ect cnly to the occurrence of certain condi Lions, cc slake the Loan and has delivered to each undersigne6 a Disclosure Sta ement setting forth the terms of the Loan and a Notice of Right of Rescission advising each onVersigned of their _ igr 4 to rescind and cancel said transact:on in accordance with the Trutt: in Lending Act on or before =he date the undersigned has executed this 3 - Prior tc the Sate shown above no proceeds of the Loan have been uistnused to or for the benefit of any of the undo s' yned. A . Drone- o: the undersigned have cancelled or rescinded the Loan not have any of the undersigned notified The Redevelopment Agency of the City of Huntington Beach of any intention to cancel or rescind the Loan. The undersigned request the Redevelopment Agency of the City of Huntington Beach to proceed with. the Loan in reliance upon the foregoing representations_ Pa��ticipant ' Sig;hature Date Participant' s pant' s Signature Date hart niwant' s Signature Date Participant' s Signature Date 05�21M "EXHIBIT W TO ATTACHMENT NO. 6 0;57W2460 42 Page 1 of 1 EXHIBIT H CE'RT:FICATE OF PROPOSED TRANSFEREE TH_: FORK MUST BE DELIVEFED TO THE DEVELOPER BEFORE PROCEEDING WITH ANY TRANSFER OF THE FROPE RT'. . 19 1 . The Propcsed Transferee is Names Current Address : Telephone dumber . 2 - The ad5res . of the property which the proposed transferee desires mc purchase _ s _ ( the "Property" ) , which was bull- _ in :.he "Naln-Pier Redevelopment Prolect Area. 3 . The proposed transferee represents, warrants and covenants nhe following: ( a ) The Property will be the principal residence of the proposed ..raps;eree . (b ) The combined maximum annual income in the current year 0v all household members of the proposed transferee is S _ (This figure :rust _-effect income from a 1 sources . ) ---- — -- (c ) The proposed transferee will deliver to the Redemeiopment rgency of he City of Huntington Beach a signed financial statement on a form acceptable to the Agency. 4 . The proposed transferee ' s household consists of the following persons who will reside In the Property: hdults ( 18 or over) - [ name of each ; : 05/21 03 "EXHIBIT H" TO ATTACHMENT NO. 6 075 7u/2460•. 42 Page I of 5 Minors ( under 16) - ; name of each ] : 5 . The proposed transferee must. submit to the Developer, on a form available form the Developer, an income certification so the Developer may determine if nhe proposed transferee is an Eligible Person or Family. 6 . A true and correct cop;: of the proposed transferee' s most recent tax return to the U . S . In;.ernal Revenue Service is attached hereto . 7 . The terms of the proposed transfer are : ( a ) Sales price of _ __ This sales price is based on the lesser of ( i ) Fair market value; or _ 01 ) The maximum price at which the Purchase housing Cost of the Fronosed Transferee would not exceed Affordable Housing Cost. The calculation of the Sales Pace under this subsection ( ii ) is illustrated in Attachment No . 10 to the Disposition and Development Agreement. . T_N ORDER TO ANSWER QUESTION 2 ( a) YOU MUST CALCULATE THE PROPOSED SALES PRICE EASED ON AFFORDABLE HOUSING COST. TAKING 1NT0 CONSIDERAT:DN ALL 1TEMS LISTED IN THE DEFINITION OF PURCHASE HOUSING COST. (b) Price of any pensonal property being sold by the owner to the proposed transferee : $ -- _ ( if none, so state) ( c ) The price of $_ _ to be paid by the proposed transferee for any services of owner . ( If none, so state) . (d) All other amounts of money or other consideration, if any, concerning the Property or any other matter to be paid by the proposed transferee to the Owner: $ ( If none, so state) . 05/21Z93 "EXHIBIT H" TO ATTACHMENT NO. 6 0757u/2460/42 Page 2 of 5 (e) Sources of payment of sales price : Sa'_ec trice $ Cash down payment Y loan S 2nd loan S Other (describe ) Total— ~� ( f ) The financing obtained by the proposed transferee to purchase the Property is as follows : 1st !can. Loan. amDunt : S Mcnthly payments : :ate -- ---------,o if varlabLe interest, describe adjustment mechanism: Due date : Balloon paymenn amount. : cinos and fees : Lender; Lende_'' s address : 2nd Loan: Loan amount : $ Monthly payments : �- — interest rate if variable interest, describe adjustment mechanism: 05/21.'93 "EXHIBIT H" TO ATTACHMEMT NO. 6 0757u;2460142 Page 3 of 5 Due date Ba_ioon payment amount : Foinns and fees : Lender : Lender' s address : Other Loans : (describe, if Zone, so state ) ( g) The monthly Purchase Housing Cost to be paid by the proposed transferee : 1st loan monchl_ payment : 2nd loan monthly payment: � - - Other loans monthly payment: 5 Taxes and assessment: ( 1. 12 of yearly taxes and assessments ) : T insuzante ( 1, 1Z of yearly $ premium) : Homeowner' s dubs: $ Total : $ ¢ . A true and correct cop:' of the purchase and sale or other agreement between the owner and the proposed trans-e_ee is attached heretc . I declare under penalty of perjury under the laws of the State Of California that the foregoing is true and correct. PROPOSED TRANSFEREE : Date~'. Signature Signature P_-int name Print name Street Address Telephone City State Zip Code 05/21/93 "EXHIBIT H" TO ATT=iCHMEnT NO. 6 0757u/2460142 Page 4 of 5 Develo er s Certification Bast/ or. the Proposed Transferee ' s Certificate, above, and all doc. ments a-tached hereto , Developer hereby certifies that: ( 1 ) Proposed Transferee is an Eligible Person on Family; and, (2 ) The Monthly Purchase Housing Cost to be paid by the Proposed Transferee shall not exceed the monthly :affordable Housing Cost . (Capitalized terms used above are defined in the Disposition and Development Agreement no which this certificate is attached. ] By: Its : Date : OS12 i .'93 "EXH:SIT H" TO ATTACHMENT NO. 6 0757u/2460/42 Page 5 of 5 ATTACHMENT NO. 7 SCOPE—OF—DEVELOPMENT The Project is a thirty-eight (33) unit condominium project consisting of townhouses . as such prc3ect is described in Conditional Use Permit No. 90-12 (Revised as of Nonember 4. 19M and any approved ❑eneral plan amendment , zone change Cali=ornia Environmental Quality Act determination, tentative tract ;yap, and any ether perm_t or entitlement which is obtained by Developer ou suant to Section 21i of the Ag_'eemenv and any conditions to or limitations on such entitlements or :permits. The type and size of townhouses shall be as follows: Plan A; 1 ,351 square feet Plan c: 1 ,296 square feet Flan. =. 1 .694 square feet Of the t•::e;:-e 02 ? Plan A units , nc fewer than seven (7) shall be affordable Univs. Of the _Yelye ( 12) Flat E units . nc fe=.:er than twenty-five (2i) , less the combined number of Plan A and Plan ' Affordable Units . of those units Shall be affordable Un-zs aW Ke remainder shall be market rate units. OI the fourteen fW) Nao 3 units, no fe•.-er than seven (7) shall be Affordable Units and the remainder shall be market rate units. 05/21/93 ATTACHMENT No. 7 0757u/2450,/42 y� ` ��t U��• .� a`t� 4 ,tt 11•��' � fl 7i+� .. , r�}r.hi fir`. rl `c.. ~"1 i� �-' /fir• -`c'A a1�' .-,- ti L •y 'A a) r_';�'yn'�'c41:'�•-L•`yrr�1:�j. 7�If 1 f ;��, Yti.. �.`' ��3r1 -Huntington Beach Planning Commission ` P O BOX 190 CALIFORNIA 92648 Date: November 6 1992 NOTICE OF ACTION Applicant : City of Huntington Beach Redevelopment Agency/Bijan Sassuonian, Seaview Village, 2124 Main Street, Suite 170, Huntington Beach, CA 92648 SSubiect : CONDITIONAL USE PERMIT NO. 90-12 (REVISED) WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-39/ TENTATIVE TRACT MAP NO. 14357 (REVISED) Your application was acted upon by the Huntington Beach Planning Commission on November 4 1 and your request was : WITHDRAWN APPROVED APPROVED WITH CONDITIONS XX (see attached) DISAPPROVED TABLED CONTINUED UNTIL Under the provisions of the Huntington Beach Ordinance Code, the action taken by the Planning Commission is final unless an appeal is filed -to the City Council by you or an interested party. Said appeal- must be in writing and must set forth in detail the actions and grounds by and upon which the applicant or interested party deems himself aggrieved. Said appeal must be accompanied by a filing fee of five hundred ($500) dollars and be submitted to the City Clerk' s office within ten ( 10) days of the date of the Commission' s action. In your=case, the last day for filing an appeal and paying the _ = filing fee is November 16 1992 Provisions -of- the Huntington Beach Ordinance Code are such that any application,:becomes null and void one ( 1) year after final approval , �-unless,5actual;construction has started 5044d`5 EXHIBIT P ATTACHMENT NO. 7 Page 1 of 10 • 44. Huntington Beach Planning Commission P.O. BOX 190 CALIFORN[A 92648 November 6 , 1992 City of Huntington Beach Redevelopment Agency/ Bijan Sassounian Seaview Village 2124 Main Street , Suite 170 Huntington Beach, CA 92646 SUBJECT: CONDITIONAL USE PERMIT NO. 90-12 (REVISED) WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-39/ TENTATIVE TRACT MAP NO. 14357 (REVISED) REQUEST: To revise a previously approved planned residential condominium/townhouse project . The density has been decreased from 92 units to 80 units and the applicant is requesting approval of seven ( 7) special permits . A conditional exception (variance) has been submitted to allow on-street parking as well as a five ( 5) lot subdivision for condominium purposes . LOCATION : 18081 Joyful Lane , 7850 and 7851 Happy Drive (south side of Talbert Avenue , west of Joyful Lane ; south of Happy Drive between Jolly Lane and Joyful Lane) DATE OF APPROVAL : November 4 , 1992 FINDINGS FOR APPROVAL - CONDITIONAL USE PERMIT _NO . 90-12 (REVISED): 1 . The location, site layout , and design of the proposed 80 unit condominium/townhome project properly adapts the proposed structures to streets , driveways , and other adjacent structures and uses in a harmonious manner , because there are sufficient setbacks adjacent R1 property, the project is 2-story over tuck under garages (three levels total ) , and the architecture has been modified to more closely reflect surrounding projects . 2 . The access to and parking for the proposed 80 unit condominium/townhome complex does not create an undue traffic Problem, because an enclosed garage has been provided for each unit and the surrounding streets have adequate capacity to accommodate the traffic generated . 3 . The planned residential development for 80 units does conform to the provisions contained in Article 915 except for the conditional exception and special permit requests , which improve the quality of the project (see Conditional Exception and Special Permit Findings for Approval ) . EXHIMT A ATTACHMENT NO. 7 Page 2 of 10 Conditional Use Per t No . 90-12 (Revised) wit Special Permits/ Conditional Exceptic.., (variance) No . 92-39/ Tentative Tract Map No . 14357 (Revised) Page Two 4 . The proposed 80 unit project will not be detrimental to the general welfare of persons residing or working in the vicinity; and property and improvements in the vicinity of such use or building , because the project is properly buffered from such uses by streets and setbacks , and has been reduced in scale and density to more closely reflect existing development in the vicinity . 5 . The proposed 80 unit condominium/townhome project is consistent with the Huntington Beach General Plan and Zoning Land Use Designation of R3 (Medium High Density Residential - Planned Development) which allows a condominium/townhome type product to be developed . In addition , it conforms with the goals and policies of the Housing Element . FINDINGS FOR APPROVAL - CONDITIONAL EXCEPTION (VARIANCE) NO, 92-39 : 1 . The granting of Conditional Exception (Variance) No . 92-39 for the provision of 13 on-street (off--site) guest parking spaces will not be materially detrimental to the public health , safety and welfare , or injurious to the conforming land , property, or improvements in the neighborhood . The adjacent westerly condominium development on Jolly Lane also provides on--street guest parking . In addition, the applicant will pursue development of a private gated community on Jolly Lane , Joyful Lane and Happy Drive with the surrounding homeowners associations . 2 . There are exception or extraordinary circumstances or conditions applicable to the land , and surroundings involved that do not apply generally to other property or uses in the district . The project is bisected and divided into two ( 2) separate areas by Happy Drive . In addition, the east side of Joyful Lane abuts the rear of a commercial center . 3 . The granting of a conditional exception (variance) for 13 on-street guest parking spaces is necessary in order to preserve the enjoyment of one or more substantial property rights . 4 . The conditional exception (variance) for 13 on--street guest parking spaces is consistent with the goals and objectives of the City ' s General Plan and Land Use Map designation of Medium-High Density Planned Residential . In addition, it conforms with the goals and policies of the Housing Element . EXHIBIT A ATTACHMENT NO. 7 Page 3 of 10 Conditional Use Per t No . 90-12 (Revised) wit Special Permits/ Conditional Exception (Variance) No . 92-39/ Tentative Tract Map No . 14357 (Revised) Page Three 5 . The granting of this conditional exception from Section 9600 . 4 of the Huntington Beach Ordinance Code will not defeat the general purposes or intent of the code which is to provide adequate parking and safe circulation within and around all project sites . 6 . The establishment , maintenance and operation of the proposed on-street guest parking spaces will not be detrimental to the general welfare or persons residing or working in the vicinity; and property and improvements in the vicinity of such use or building . Joyful Lane has been designed and constructed at a sufficient width to accommodate on-street parking . 7 . The applicant is willing and able to carry out the purposes for which the conditional exception (variance) is sought and he will proceed to do so without unnecessary delay . FINDINGS FOR APPR VAL - SPECIAL PERMITS : 1 . The following special permits promote a better living environment by adapting the Planned Residential Development/Downtown Specific Plan requirements to better suit the 80 unit condominium/townhome complex, which are compatible with the surrounding area : a . To allow a 10 foot exterior side yard setback along Joyful Lane and the north side of Happy Drive in lieu of minimum 15 foot setback, for pool fencing . b . To allow the access drives to the townhomes to abut garages in lieu of requiring a 20 foot setback for 500 of the garages . c . To allow all two story units over tuck under garages for the townhomes in lieu of requiring one third of the units in each structure to be one story less in height . d . To allow a 25 ' & 26 ' wide access drive to the townhomes in lieu of a 48 ' wide drive within 100 feet of a public street . e . To reduce the minimum 31 foot turnaround radius for driveways between 150 feet and 300 feet in length . f . To provide the main recreation area for the south site on the north site . g . To reduce the main recreation area for the total combined north and south project sites . EXHIRI'r A ATTACHMENT No. 7 Page 4 of 1.0 Conditional use Per ' t No . 90-12 (Revised) wit Special Permits/ Conditional Excepti,.c (Variance) No . 92-39/ Tentative Tract Map No . 14357 (Revised) Page Four 2 . The requested special permits provide for maximum use of aesthetically pleasing types of architecture , landscaping , design and building layout , by allowing for efficient on-site circulation , buffering adjacent land uses , allowing for a centrally located recreation area , and increasing building compatibility with surrounding residential development . 3 . The requested special permits will not be detrimental to the general health, welfare, safety and convenience, nor detrimental or injurious to the value of property or improvements of the neighborhood or of the City in general . The special permit request incorporated into the project design will reduce project impacts to adjacent properties . 4 . The requested special permits are consistent with the objectives of the Planned Residential Development standards in achieving a development adapted to the terrain and compatible with the surrounding environment . FINDINQa FOR APPROVAL TENTATIVE TRACT MAP NO-.-- 14357 (REVISU)_ : 1 . The size, depth, frontage, street width , and other design features of the proposed subdivision for 80 condominium/townhome units are in compliance with the standard plans and specificaticns on file with the City as well as in compliance with the State Subdivision Map Act and the supplemental City Subdivision Ordinance . 2 . The analysis for General Plan Amendment No . 90-3 and Zone Change No . 90-3 , which was approved by the City Council in March of 1991 , has determined that this intensity of land use (Medium-High Density Residential-maximum 25 units per gross acre) is appropriate for this site . 3 . The General Plan has set forth provisions for Medium-High Density Residential Development and affordable housing , as well as setting forth objectives for the implementation of this type of use . 4 . The site is relatively fiat and physically suitable for the proposed density of 17 . 7 units per gross acre . 5 . Tentative Tract No . 14357 (Revised) for a 80 unit condominium/townhome complex is consistent with the goals and policies of the Huntington Beach General Plan . EXHIBIT A ATTACHMENT NO. 7 Page 5 of 10 Conditional Use Per• ' t No . 90-12 (Revised) wit' Special Permits/ Conditional Excepti- . (Variance) No . 92-39/ Tentative Tract Map No . 14357 (Revised) Page Five CONDITIONS OF APPROVAL - CONDITIONAL USE, PERMIT NO . 90-12 (REVISED) : 1 . The site plan, floor plans , and elevations received and dated October 20 , 1992 shall be the conceptually approved layout . 2 . The applicant shall provide for affordable housing . This may be accomplished through a Disposition and Development Agreement (DDA) with the City of Huntington Beach Redevelopment Agency; or a separate agreement in which the Developer shall be responsible to make available a minimum 15% of the 80 units (minimum 12 units) to families of moderate income on the Seaview North project site . 3 . The applicant shall attempt to develop a guarded , gated , private community by contacting and working with the Homeowner ' s Associations of the adjacent planned residential developments on Jolly Lane and Happy Drive . 4 . The applicant shall obtain separate building permits for all new walls on property lines . In the instances where an existing wall has been constructed , no double walls shall be permitted . 5 . Prior to submittal for building permits , the applicant/owner shall complete the following : a . Submit three copies of the site plan to the Planning Division for addressing purposes . b., Depict all utility apparatus , such as but not limited to backflow devices and Edison transformers , on the site plan . They shall be prohibited in the front and exterior yard setbacks unless properly screened by landscaping or other method as approved by the Community Development Director . c . Floor plans shall depict natural gas and 220V electrical shall be stubbed in at the location of clothes dryers ; natural gas shall be stubbed in at the locations of cooking facilities , water heaters , and central heating units ; and low-volume heads shall be used on all spigots and water faucets . d . If foil-type insulation is to be used , a fire retardant type shall be installed as approved by the Building Department and indicated on the floor plans . e . The structures on the subject property , whether attached or detached, shall be constructed in compliance with the State acoustical standards set forth for units that lie within the 50 CNEL contours of the property . Evidence of compliance shall consist of submittal of an acoustical analysis report , prepared under the supervision of a person experienced in the field of acoustical engineering , with the application for building permit (s) . rXIIIBIT A A'rTACHMF•.NT NO. 7 Page 6 of 10 Conditional Use Per ' t No . 90-12 (Revised) wit Special Permits/ Conditional Excepti_.i (variance) No . 92-39/ 'tentative Tract Map No . 14357 (Revised) Page Six f . Elevations shall depict colors and building materials proposed . g . All rooftop mechanical equipment shall be screened from any view. Said screening shall be architecturally compatible with the building in terms of materials and colors . If screening is not designed specifically into the building , a rooftop mechanical equipment plan must be submitted showing screening and must be approved . h . If outdoor lighting is included , high-pressure sodium vapor lamps or similar energy savings lamps shall be used . All outside lighting shall be directed to prevent " spillage" onto adjacent properties and shall be noted on the site plan and elevations . i . A detailed soils analysis shall be prepared by a registered Soils Engineer . This analysis shall include on-site soil sampling and laboratory testing of materials to provide detailed recommendations regarding grading , chemical and fill properties , foundations , retaining walls , streets , and utilities . j . The Design Review Board shall review and approve the following : 1 . The final building form, colors and materials . 2 . Pool fencing shall be of wrought iron or other see--through material . k. The site plan or reference page shall include all conditions of approval imposed on the project printed verbatim. 6 . Prior to issuance of building permits , the applicant/owner shall complete the following : a . A Landscape Construction Set must be submitted to the Departments of Community Development and Public Works and must be approved . The Landscape Construction Set shall include a landscape plan prepared and signed by a State Licensed Landscape Architect and which includes all proposed/existing plant materials ( location, type, size, quantity) , an irrigation plan, a grading plan, an approved site plan, and a copy of the entitlement conditions of approval . The landscape plans shall be in conformance with Section 9608 and Article 9150 of the Huntington Beach Ordinance Code . The set must be approved by both departments prior to issuance of building permits . Any existing mature trees that must be removed shall be replaced at a 2 to 1 ratio with minimum 36-inch box trees , which shall he incorporated i.nto the project ' s landscape plan . EXHIBIT A AT CACHMFNT NO. 7 Page 7 of 10 Conditional Use Per * t No . 90-12 (Revised) wit Special Permits/ Conditional Excepti�.i (Variance) No . 92-39/ Tentative Tract Map No . 14357 (Revised) Page Seven b. A grading plan shall be submitted to the Department of Public Works for review and it must be approved (by issuance of a grading permit) . A plan for silt control for all water runoff from the property during construction and initial operation of the project may be required if deemed necessary by the Director of Public works . c . Hydrology and hydraulic studies shall be submitted for Public Works approval . d . All applicable Public works fees shall be paid . e . Final Tract Map shall be accepted by the City Council , recorded with the Orange County Recorder and a copy filed with the Department of Community Development . f . An interim parking and/or building materials storage plan shall be submitted to the Community Development Department to assure adequate parking is available for employees , customers , contractors , etc . , during the project ' s construction phase . g . A water plan shall be submitted to the water department . The plan shall detail measures which the project shall implement to reduce peak hour water usage . 7 . The Public works Department requirements are as follows : a . Private driveways shall be of radius-type construction , per Huntington Beach Standard 211 A and B . b. The developer shall be responsible for payment of the Traffic Impact Fees which are due at the time of final inspection of the first unit of each phase as shown on an approved phasing plan . 8 . The development shall comply with all applicable provisions of the Ordinance Code, Building Division , and Fire Department . 9 . All building spoils , such as unusable lumber , wire, pipe, and other surplus or unusable material , shall be disposed of at an off-site facility equipped to handle them. 10 . Installation of required landscaping and irrigation systems shall be completed prior to final inspection . EXHIBIT A ATTACHMENT NO. 7 Paqe 8 of 10 Conditional Use Per ` No . 90-12 (Revised) wit Special Permits/ Conditional Exception (Variance) No . 92-39/ Tentative Tract Map No . 14357 (Revised) Page Eight 11 . During construction, the applicant shall : a . Discontinue construction during second stage smog alerts . b . wet down areas in the late 7orning and after work is completed for the day. c . Use low sulfur fuel ( . 05% by weight) for construction equipment . 12 . Construction shall be limited to Monday - Saturday 7 : 00 AM to 8 : 60 PM. Construction shall to prohibited Sundays and Federal holidays . 13 . Should any cultural materials to encountered during the initial site survey or during grading and excavation activities , all activity shall cease and the archaeologist shall be obtained to determine the appropriate course of action . 14 . During cleaning , grading , eart- moving or excavation , the applicant shall : a . Control fugitive dust by rec-A ar watering , paving construction roads , or othe- dust preventive measures . b. -Maintain equipment engines in proper tune . 15 . =rior to initiation of construe-- ion, police and fire departments shall be notified and the departments shall be kept informed about duration and extent of cc:�struction throughout the process . 15 . Public Works Department shall p ovide alternate routes for traffic during the construction phase, if necessary . Adequate signage shall be provided to wa:n motor vehicles , bicyclists and pedestrians of construction . 17 . This conditional use permit shall become null and void unless exercised within two (2) years cf the date of final approval , or such extension of time as may t= granted by the Planning Commission pursuant to a written request submitted to the Planning Department a minimum 30 days prior to the expiration date . EXHIBIT A ATTAC1iMENT P]o. 7 Page 9 of 10 i Conditional Use Per t- No . 90-12 (Revised) wit Special Permits/ Conditional Excepti,., (Variance) No . 92-39/ Tentative Tract Map No . 14357 (Revised) Page Nine CQNDITIONS OF APPROVAL - TENTATIVE TRACT MAP N0, 14357 REVI�_EDa: 1 . The tentative tract map received and dated October 21 , 1992 shall be the approved layout . 2 . At least 60 days prior to recordation of the final tract map, CC&R ' s shall be submitted to and approved by the City Attorney and the Department of Community Development . The CC&R ' s shall reflect the common driveway access easements , and maintenance of all walls and common landscape areas by the Homeowners ' Association . 3 . The tentative tract map shall be valid for two (2) years unless granted an extension of time . I hereby certify that Conditional Use Permit No . 90--12 (Revised) with Special Permits , Conditional Exception (Variance) No . 92-39 and Tentative Tract Map No . 14357 (Revised) were approved by the Planning Commission of the City of Huntington Beach on November 5 , 1992 upon the foregoing findings and conditions . This approval represents conceptual approval only; detailed plans must be submitted for review and the aforementioned conditions cornpleted prior to final approval . Sincerely, Mike Adams , Secretary Planning Commission b4ot U SH s Senior Planner (503ld-4 , 12) EXHIBIT A ATTACHMENT NO. 7 Page 10 of 10 ATTACHMENT NO. c REOO'RDING P.EOUES 1D BY : ] AMD WHEN RECORDED MAIL TO: 1 1 } 7 ) �5pace above for Recorder' s Use) This document is exempt from the payment of a recording fee pursuant to Government Code Section 4103. THE REDEVELOPMENT AGENCY OF THE CITY Of HUNIINGTON BEACH 5v: Dated. 19 CERTIFICATE OF COMF-_ETIOM FOR W SIACTION Ar JEVELCPHENT A. On or about _ the REDEVELOPMENT AGENCY OF THE CIT': OF HUNTINGTON EEACH, a public body corporate and politic, hereinafter re_e_-red to as "Agency, " enterej into a r'lsposltlon and Development Agreement ( the -neement , with 05S•O NIr,1•I CAFIT&L VENTURE5, INC. , a California corporation ( the "Developer" ) , which Agreement provides , inter alia, for the acquisition and disposition of certain real property (the "Agency Parcels" and "Encyclopedia Lots Mo. 1 and 2" ) and the development of certain real property (the "Si_e" ! si.uated in the City of Huntington Beach, California, and more particuiarlv described on Exhibit "A" attached hereto and made a part hereof by this reference. E. As required in the Agreement and as referenced in the Grant Deed recorded on , 199 as Instrument No. in Book Page or the 'Official� lI_Records of Orange County. CalOrnia, and them Memorandum of Agreement recorded on 199 as Instrument No. in Book , Page of the Official Records of Orange County, California, the Agency shall furnish the Developer with a Certificate of Completion for the Site upon completion o: construction of the Improvements required by the Agreement , which Certificate shall be in such form as to permit i- to be recorded in the Recorder' s Office of Orange County. O 5/21 1% ATTACHMENT NO. B 075004E0/42 Page 1 of 3 C. The Aaencv has conclusively determined that the construction on the Site described hereinabove required by the Agreement and the Grant Deed has been satisfactorily completed. NOW, THEREFORE, the parties hereto certify as follows : 1 . As provided in the Agreement , the Agency does hereby certify that the construction of the Improvements on the Site has been fully and satisfactorily performed and completed. 2. The conditions and all rights and obligations under the Agreement as pertains to the Improvements are terminated, except as set forth or referenced in the Grant Deed and Memorandum of Agreement referred to in Recital B herein. 3. Nothing contained in this instrument shall modify in any other wav anv other provisions of the Grant Deed or the Memorandum of Agreement. 4. After recordation of this Certificate of Completion, any person or entity then owning or thereafter purchasing, leasing, or otherwise acquiring anv interest in the Improvements will not (because of such o,,inership, purchase , lease, or acquisition) incur any obligation or liability under the Agreement, the Grant Deed or the Memorandum of Agreement, except that such party shall be bound by anv and all of the covenants, conditions, and restrictions which survive such recordation. 5. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or anv insurer of a mortgage securing money loaned to finance the improvements to the Property, nor any part thereof. This Certificate of Completion is not notice of completion as referred to in Section 309� of the California Civil Code . 6. The Recitals above are incorporated in full as part of the substantive text of this Certificate of Completion. IN WITNESS WHEREOF, the Agency has executed this certificate this day of 19 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Its : 05/21/93 ATTACHMENT NO. 8 0757u/2460/42 Page 2 of 3 r.7.E5i APPROVED AS TO FORK: Atone: Counsel - Developer heyety consents to the recording of this Certificate of Completion. SrSSOUNIR F CAPITAL VENTURES . INC. , a California corporation By. Sohraw Sassounian President By: 5i;an Sassounian its : 0021; :a ATTACHMENT NO. G 07500460142 Fage S of S;:T= OF CALIFORNIA ) ss . COUNTY OF } On before me, _ ( name, title, e . g. , "Jane Doe, Notary Public , personaliy appeared _ _— ( name( s ) of signer( s) ) , _ personally known to me -- OR -- proved no 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 anstrument Witnesz my :land and official sea! - ( Signature of Notary) CAPACITY CL 'sEi E: SIGNER Individual — Corporame 0f icerts ) . _ _ Partner( s ) . Limited General :�ttorney-in-Fact — Trustee( s) _ Gua,-di an--'Conser':'ator - Other : SIGNER_IS PE?RESENTING: Name of Person( s ) or Entity( ies ) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate no another document. THIS CERTIF"CATF Title or Type of Document BUST BE ATTACHED TO THE DOCUMENT Number of Pages - DESCRIBED Date of Document AT RIGHT: Signer ( s ) Other Than Named Above ; 05, 21 •a3 0757u/2450:42 ATTACHMENT NO. 8 STATE OF CAI I FORN 0. ) ) ss . COUNTY OF ) On _ _ _ befo,_-e -me , _ ( name, title, e . g. , `Jane Doe, Notary Public" ) , persona--i: appeared ( name( ; ) of sfgner( s) ) , personally known to me -- OR -- proved no me on the basic of satisfactory evidence to be the person( s ) whose name( s) is. are subscribed to the wi hin instrument and acknowledged to me that he/she/they executed the same in hisiher. their authorized capacity( ies) , and that by his ;er-• thei_ signature( s ) on the instrument the person Z s 1or the enmity upon behalf of which the person( s) acted, executed the lnsurumeno . Witness my hand and o_`f i c:a- seal . ( Signature of Notary) CAPACITY CLAIMED BY SIGNEF. _ ;ndi-:idual — Corporate Cff, cer ( s ) : Title( s ) Pa_-tner( s ) : Limited General Attorney-In-Face Trustee( s ) s Guard:,an;Consery ato r Other : S:GNER iS REPRESENTING: ;lame of Person( s ) or Entity( ies ) _ i,TTENNTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document J� MUST EE ATTACHED _ TO THE DOCUMENT Number of Pages DESCP, ^ED_^ Date of Dccument� _ AT RI3HT: Signer( s ) Other Than Named ,above : 05,. ^1 19.3 0757u/2450,-42 ATTACHI•IENT NO. 8 STATE. OF CALIFORNIA ) } ss . COUNTY OF ) On before me, (name, title , e. g. , "mane Doe, Notary Public" ) , personally appeared (name ( s ) of sigrer( s ) ) , . ersonally knows: to me -- On -- proved cc 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 execute: the same in his iher%thei r authorized capacity( ies ) , and that by his 'her 'their signature( s ) on the instrument the pe_-scn( s ) , or the entity upon beha:f of which the person( s) acted, executed the instrument . Witness my hand and official seal . ( Signature of Notary) C AP AC=T'i CLA I MEL BY SIGNER: individual Corporate Officerls ) : T_tie( s) Partner( s ) : Limited General Attorney-i-_-Fact Trustee( s ) Guardian/Conservator Other : SIGNER IS REPRESENTING: Name of Person( s ) or Entity( ies ) ATTENTION NOTARY : Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. TH_S CERTIFICATE Title or Type of Document ML•ST EE F,TT:;C:�EI; TO THE DOCU' 'WENT Number of Pages D_E5_CF.IEED Date of Document AT RIGHT : Signer( s ) Other Than Named Above: 05/21 /93 0757u; 2=60, 42 ATTACHMENT NO. 8 EXHIBIT A LEGAL DESCRIPTION OF SITE Parcel H: Lots 107, 108, 113 , 114, 119, 120, 125, 126, 131, 132 , 137, 136, 143 , 144, 149 and 150 inclusive in Block h of Tract No. 172 , in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12 , Pages 21 and 22 of Miscellaneous Maps, records of Orange Count,,, California. Excepting therefrom all oil , petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded Auaust 16, 1921 in Book 401 , Page 356, Deeds, and in various other deeds of record. Parcel _ . Lots 46 , 53 , 54, 59 , 60, 65 , 66 , 71, 72 , 77, 78, 83 , 84, 89, 9C, 95 , 96, and Lots 101 to 150, inclusive of Eloci: B of Tract No. 172 , 1n the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12 , Paces 21 and 22 of [Miscellaneous Maps, records of Orange County, California. Exce'ptina therefrom. all oil , petroleum, asphaltum, gas, minerals, and other hvdrocarbon substances, as reserved in deed recorded hugust 16, 1921 in Boob: 401, Page 356, Deeds, and in various other deeds of record. Farce'_ J : Lots 21 , 27, 33 , 39, 43 to 45, 49 to 51 , 55 to 57, 61 to 63 , 67 to 69, 73 to 75, 79 to 82, 86 to 82, 91 to 94, 97 to 100, 103 to 106, 109 to 112 , 115 to 118, 121 to 124, 127 to 130, 133 to 136, 139 to 142, 146 to 148 inclusive in Block C of Tract No. 1' 2, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12, Pages 23 and 23 of Miscellaneous Maps, records of Orange County, California . Except the East 19 .00 feet of said Lots 62 . 88 , 94, 100, 106, 112 , 118, 124, 130, 136, 144 and 146 . Also excepting the West 6. 00 feet of Lots 21, 27, 33 and 39 . Excepting therefrom all oil, petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded r.ugust 16, 1921 in Book 401 , Page 356, Deeds, and in various other deeds of record. 05 •,21 193 075%u '2460 .'42 ATTACHtMENT NO. 8 Age=_ Parcels : LEGAL DESC :?TIW LOTS 5 , E , 11 , i , 17 , 1E, 23 , 24, 29 , 30, 35, 36, 41 , 42 , AND OF BLOCH "E" , i'- MD LOTS 1 , 2 , 3 , 7 , 8, 9 , 13. 14, 15, 1Q 20,h,26, 31 , 32 , 37 , 36, AND 145 OF BLOCK "C" AND THE iVESTJ6. 00 FEET OF LOTS 21 , 27 , 33 , AND 39 OF BLOCK "C" , ALL OF TRACT 172 , !N THE CITY OF HUNT i NG TON EE hCH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED !N BOOT: 12 , PAGES 21 AND 22, OF .:ISC.Ei..LANEOUC MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY . EXCEPTING THEREFROM THE SOUTHERLY 10. 00 FEET OF LOTS 41 and 42 OF BLOC:: "S" , AND LOTS 37 , SS, AND THE WEST 6 FEET OF LOT 39 OF BLOC:: "C" ALL OF TRACT 172 IN THE CITY: OF HUNTINGTON BEACH, COUNTYCOUN_ OF ORANGE, __ATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN E007 12 , FAGEE 21 AND 22 , OF MISCELLANEOUS NAPS, I;' THE OFF:C E OF THE RECORDER OF SA 12 CCUNT"_ . EXCEFTWO THAT FCRTION OF LOT 39 L'i INC. WITHIN JOYFUL LANE AS DESCR I_ED IN DOCUMENTS RECORDED AUGUST 12 , 1983 AND OCTOBER 30, _987 AS INSTRUMEN NOS . E3-3523 . _ AND 8 7-608429 , OFFICIAL L RECORDS CF ORANGE C.OUN_: . Encycicneciia Lot Nc . 1 : Lot 47 , Block E of _ . act 172 , in the City of Huntington Beach, County of Orange , State of California, as per map recorded in Book 12 , Pages 21 an.: 22 of Misceiianeous Maps . Excepting the_-ef ror all cil , petroleum, asphaltum, gas, minerals , and other hydrocarbon substances, as reserved In deed re order August _ = , 1921 in Book _C= , Face 356, Deeds, and in various other deeds o! record. Landscaping Strip The southerly 10 . 00 feet of Lots 41 and 42 of Block "E" , and Lots 37, 38 and 39 of Blocs_ "C" , all of Tract 172 , in the City of Huntington Beach, County of Orange, State of California, as shown.on a man recorded in Eook 12 , Pages 21 and 22 , of Miscellaneous Daps , in the Off__e Recorder of said County; Excepting that port_on of Lot 39 lying within Joyful Lane as described in documenns recorded August 12 , 1983 and October 30, 1987 , as Instrument Nos . 83-352375 and 87-608429, Official Records of Orange County. 05. 21Z9.3 0757u/246C 42 ATTACHMENT NC. 8 L ATTACHMENT NO. o Recording Requested By and ) When Recorded Return To : } } REDEVELOPMENT AGENCY OF THE } CITY OF i-UNT I NCTON BEACH ) 2000 Main Street ) Huntington Eeach, CA 92648 ) Attention: Executive Director ) MEMORANDUM OF D:SPCS I TI ON AND DEVELOPMENT AGREEMENT Thic Memorandum of Disposition and Development Agreement ( "Memorandum" ) , dated for identification purposes as of 1 19 is entered into by and between THE REDEVE IOPI E`it-AGENCY OF THE CITY OF HUNT I NOTON BEACH, a public body corporate and politic ( "Agency" ) and SASSOUNIAN CAPITAL VENTURES, INC . , a California corporation ( "Developer" ) . 1 . Disposition and Dpvy1cpment Agreement . Agency and Developer nave executed a Disposition and Development Agreement ( "DD :" 1 dated for identification purposes as of _ 19_ covering that certain real property located in the City of Huntington Beach, Count,, of Orange State of California, more full-: aesci-ibei in the Exhibit "A" attached hereto and incorporated herein by this reference ( the "Site" ) . All of the terms, conditions, provisions ana covenants of the DDA are incorporated in this Nemorandum by reference as though written out an Length herein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or document. 2 . Purpose_ of Memoran:lum. This Memorandum is prepared for only, and in no way modifies the terms, conditions, provisions and covenants of the DDA. In the event of an•:• inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail . 3 . Covenants . Developer hereby covenants and agrees for itself, its ^successors, its assigns, and every successor in interest to the Site that the Developer, such successors and such assigns, shall develop, maintain, use and operate the Site only as follows: ( a ) Developer shall develop the Site for residential housing uses, as set forth in the DDA. CS ;21/93 ATTACHMENT NO. 9 0757u/24e0/42 Page 1 of 4 (b) Develcper shall make assailable twenty-five ( 25 ) of nhe residential unity to be developed on the Site to "Moderate income Households" for a certain period of time, as set forth in Sections 401 of the DDA- ( c ) For the period of time set forth in Section 404 of the DDA, Developer shall maintain the improvements on the Site in conformity with the Huntington Beach Municipal Code and shall keep the Site free from any accumu 1 ati on of debris or waste materials . During such period of time, Developer shall also maintain the required landscaping in a healthy condition- If, at any time during the period that this maintenance covenant is in effect, Developer fails to maintain said landscaping, and said condition is not corrected after expiration of fifteen ( 15 ) days from the date of written notice from the Agency, either the Agency or the City of Huntington Beach may perform the necessary maintenance and Developer shall pa,: such tests as are reasonably incurred for such maintenance . (d) Prior to Agency' s issuance of a Certificate of Comp'_eticr_ for the pro3ect to be developed on the Site pursuant 4o Section 322 of the DDK, Developer shall not sell , transfer, subdivide , cr convey all or any portion of its interest in the Site wiihout the brio_- approval of the Agency, except as permitted in Sections 107 and 316 of the DDA. ( e ) Develope: shall :ion discriminate upon the basis of race , color, cree6, nanional origin., ancestry, sex, marital states or religion, in the sale , iease or rental or in the use or occupancy of the Site or any part thereof, nor shall the Le7eleper itself cr any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, locanion, number, use or occupancy of tenants, lessees, subtenants , sublessee_., or mendees in the Site . The foregoing covenants shall run with the land. 4. Riahts of Secured ?ariies No violation or breach of the co-venants, conditions, restrictions, provisions or limitations connained in the DDA, as referenced herein., shall defeat or render _nva-id or in any way impair the 1=en or charge of any mortgage or deed of trust or security interest permitted by Sections 107 and 316 of the DDA; provided, however, than any subsequent owner of the Site shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner' s title was acquired by foreclosure, deed in lieu of foreclosure, trustee ' s sale or otherwise . 0502193 193 ATTACHMENT NO. 9 0 57u/2460/42 Page 2 of 4 D-,:ranion and Termination of Covenants . All covenants contained in the DDA, as referenced herein, shall be covenants running with the land . Developer' s obligation to develop the Size as jesca ibed In the Day and Paragraphs 2 and 3 ( a) hereof, and he covenants and restrictions set forth in Paragraph 3 (d) herein, shall terrinate and shall become null and void upon recordation of a Ceri fica:.e of Completion pursuant to Section 322 of the DDA. The covenants and restrictions ;n Paragraph 3 (t ; of this Memc.randum relating to Grantee ' s obligation to make a certain number of residential units available to Moderate income Households shall terminate and become null and void at the end of the "Affordability Period" as defined in Section 401 ( 3 ) of the DDA. The covenants contained in Paragraph 3 ( c ) shall continue in effect until July 18, 2018 ( the expiration date of the Redevelopment Plan) and shall become null and void at that time . Every covenant against discrimination 1n Paragraph 3 (e ) of this Memorandum shall remain in effec , in perpetuity. Not by ways of limitation of the foregoing, and except as specifically set fortis in the DDA, the DDT in not intended to be binding upon the purchasers of residential units developed on the Site or upon any inccrpsra`.ei or uninccroorated association forme' to own, manage, overate or maintain such units or the common areas within the Sine , and nothing in this Memorandum shall be so ccnst.rueu. The a r:es have executed this Memorandum on the dates S_Jec_ fied iI'mellately ad; acent to heir respective signatures . Eyecu-ed _ 14 _ S SSO'J* IAN CAPITAL VENTURES, INC . , a California corporation BY: _ Sorrab Sassoun_an, President By . _ Wan Sassounsan its . "DEVF.LOPER" 05 _:. 93 ATTACHMENT NO. n 075 ru _4u0/42 Page 3 of 4 Exec�:ted 19_ THE REDEVELOPMENT AGENCY OF THE C:T`: OF AUNTINGTON BEACH By: _ Chairman - --- - By : Executive Director By: Director of Economic Development "AGENCY'' ATTEST: Agency Clerk APPRC:'ELF AS TO FO':_.: C5 '2? 'Q3 ATTACHMENT NO. 9 0757u:2460/42 Page 4 of 4 EXH W I T LEGAL DESCRIPTION OF SITE Parcel H : Lots 107 , 108, 113 , 114, 119 , 120, 125 , 126, 131 , 132 , 137 , 132 , 143 , 144, 149 and 150 inclusive in Block A of Tract Nc . 172 , an the City of Huntington Beach, County of orange, State of California, as shown on a map recorded in Book 12 , Pages 21 and 22 of Miscellaneous Maps, records of Grange County, California . Excepting __ ere rom all oil , petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401 Page 356, Deeds, and in various other seeds of record. Farce? I Lets 48, 5S . 5?, 59, 6C , 65, 66, ;' , 72 , . . , 78 83 , 84 89, 90, 9S, 96 , and Lots 101 to 150, inclusive of Block B of Tract No . 102 , in the C1 -_ of Huntington Beach, County of &range, State of Calilornia, as shown on a reap recorded in Boon 12 , Paces 21 and 2= of P•:i scelianeous Zaps, records of Orange Ccunny, California . Excepting therefrom all oil , petroleum, asphaltum, eras, minerals . and other !]y6r carhon subctances, as reserved 1n deed wencyded August 16, 1921 in Book 401 , Page 356, Deeds, and in various ct .ey deeds of record. Parcel j : Loos Z1 . 27 , K . 39 , 4S no 45 , 49 to 51 , 55 to 57 , 61 to 63 , 67 to 6Y , 73 to 7i , 79 to 82 , 86 to 88, 91 to 94, 97 to 100, 103 to 106, 109 to 112 , 115 tc 118, 121 to 124 . 127 to 130, 133 to 136, 119 to 142 , 146 to 148 inclusive in ElccY C of Tract No. 172, in the City of Huntington Beach, County of Grange, State of California, as shown on a :nap recorded in Book 12 , Pages 22 and 23 of Miscellaneous Maps, records of Orange County, California. Except the East 18 . 00 feet of said Lots 82, 88, 94, 100, 106, __- , 118, 124, 130, 136, 142 and 148 . Also excepting the West 6 . 00 feet of Lots 21 , 27, 33 and 39 . Excepting therefrom all oil , petroleum, asphaltum, gas, =nerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401 , Page 356, Deeds, and in various ct_zer deeds of record. 05121193 0757u 2460 42 ATTACHMENT NO. 9 raencv Farcels : LEGAL D ESCRI TICS: . LOTS 5 , 6, 1' , 12 , 17 , 1S. 23 , 24, 29 , 30, 35, 36, 41 , 42 AND 47 , OF BLOCK-"E' N ` D LOTS , ' 3, 7 , 8, Q 13, 14, +15, 19, 20,f 6, 31 , 32 , 37 38, AND '14S OF BLOCK "C" AND THE WEST 6. 00 FEET OF LOTS 21 , 27 , 33 , XND 39 OF BLOCK "C" , ALL OF TRACT 172 , :N THE CITY OF HUNTIMOTON SE„C_H, COUNTY OF OR?.NGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECCRDED IN BOOT: 12 , PAGES 21 AND 22 , OF N I SCE'LL ANEOUS MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY. EXCEPTING THEREFROM THE SOUTHERLY 10 . 00 FEET OF LOTS 41 and 42 OF FLOCK "E" , AMD LOTS 3 , 36, AND THE [NEST 6 FEET OF LOT 39 OF $LOCI: "C" ;ALL OF TRACT 172 , IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CAL:FORNIA, AS SHOWN ON A MAP RECORDED IN SOOP 12 , P:1r. ES 21 AND 22 , OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNT- . ENCEPT:NG THAT PORTION OF LOT 39` L V I NG WITHIN JOYFUL LANE AS DESCR I BED IN DOCUPE*ITS RECOR11ED AUGUST 12 , 1983 AND OCTOBER 30, 1987 AS :NSTR MEP:T NOS . 83 352375 AMD Psi-608429 OFFICIAL RECORDS OF ORANGE COUNTY . Enc.vc_22ejia Lc- No 1 . Lot 47 , Siock E of race 172 , in the City of Huntington_ Beach, 1..,^,unt ' of C.`_"ange, State of California, as per map recorded in Boob: 12 , Pages 21 and 22 of Miscel_aneous Maps . Excepting therefrom all oil , petrcieum, asphaltum, gas, minerals,, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Sock 401 , Page 356, Deeds, and in various other deeds of record . Lan scanjr.y S`ri The southerly 10 . 00 feet of Lots 41 and 42 of Block "B" , and Lots 37 , 3S and 3_• of Block "C : all of Tract 172 , in the City of Huntington Beach, Country of Orange, State of California, as shown on a map recorded in Book 12:. , Pages 21 and 22 , of Miscellaneous Maps, in the Office Recorder of said County; Excepting that portion of Lot 39 lying within Joyful Lane as described in documents recorded August 12 , 1983 and October 30, 1987 , as Instrument Nos . 83-352375 and 67-608429 , Official Records of Orange County. 05, 2IZ93 075;u,'2-=60 /42 ATTACHMENT NG. 9 38preIC2 SASSUMIAN CAPITAL VENTURES, INC. PROJECT SUMMARY 38 T06MH JSES SALES SUMMARY LAND: MARCH 1993 Sea View Village 2,300,000 SALES " includes city property " TYPE DESCRIPTION QUANTITY SO. FT. PRICE TOTAL LAND VALUE 52,300,E B 1 BdrmWen,Two Baths 12 1295 189,900 DIRECT COSTS: Building Shall A 2 Bdrraleoruus,Two Bath 12 1358 209,900 (55585 sq. ft. G S342/sq. ft.) 2,334,696 Onsites Lendscapfng i OfftItes 250,000 C 2 Bdrn,Two i 1/2 Bath 14 1694 219,900 Recreation Fcllitfes i halls 85,000 TOTAL DIRECT COSTS S2,669,696 INDIRECT COSTS: Total Square Footage 55,588 Appraisal 5,0D0 Total Revenue 7,876,200 Naneomw Association Dues 10,000 Architectural, Engineering i Planning 200,000 City Permits and Fees 440,000 Taxes and Insurance 65,000 PARKING REQUIREMENTS Legal and Closing and Accounting 100,000 PER BUILDING: Dept. of Real Estate 15,000 y Development Management 235,000 ,3 Required Required TotaL Model Decoration 75,000 .3 Tenant Guest Parking Contingency 90,D00 S• Parking Parking Required MMarketing 170,DDO n Plan A 12 24 6 30 TOTAL INDIRECT COSTS ............. $1,405,000 Plan 2 12 12 6 18 3 Plan 3 14 28 7 35 m ... - --•-•- --•---- FINANCING: ' 7 64 19 83 Interest 460,ODO Loon Fee 45,000 r, Z ------------- O ry • 505,000 M o TOTAL COST OF DEVELOPMENT.............................. 56,879,696 Quest Parking 21 21 DEVELOPER'S RETURN ON INVESTMENT AND PROFIT 996,504 . ----- - . 21 TOTAL PROJECTED SALES REVENUES 7,876,200 21 AFFORDABLE UNITS SASS OUN[AN CAPITAL VENTURES INC. 3&1 FC2 O6/07/93 Qualified Qualified Qualified VA, FHA i FNKA VA, FMA d FNMA VA, FHA i FNMA A III B III C III TOTALS 120% MIF III 120% MIF III 12U MIF III Moderate III Moderate Ijl moderate III Affordable units 7 !llljj 11 III 7 III Z5 Sales Price $189,900 f(� s2091900 III S219,900 5,177,500 1II III III Down Payment 9,495 111 20,990 III 21,990 III --------------III--------------if{-------------- III Loan Aa«xnt S180,405 III $188,910 III S197,910 III Project Contribution i City Trust Deed 25,000 III 30,000 III 35,000 III 750,000 '• - II -------------- I-------------- III First Trust Deed -----l155,405 II $158,910 j 9162,910 III 3,976,215 III III III Payment on 19t T. 0. 2 7.00 % 1,030 I1I 1.053 1�! 1,080 1!I Association Dues 119 III 131 III 137 III Property Taxes 228 III 252 II 264 III Second Trust Deed 0 Jjj 0 'JJ 0 JJI Insurance 0 111 0 111 0 I I I -----------------III--------------�I I-----------------I I I Total Konthly Payment 1,377 JJJ 1,436 IJ 1,481 JJJ Kaximim Household Allowable Expense 1,740 III 1,740 III 1,740 Jjl is 33 1/3% of monthly income JII IJI III III Ilk III AnnuaL Income Required to Qualify 62,640 III 62,640 III 62,640 III !11 III III AT T IICI IMEtl 110. 10 Parje 2 of 2 ASSIGNMIa OY CLAIMS AM NUTUAId 1. Collins. Leroy B. Collins and Yolanda Amy Collins ("Collins") hereby assign, relinquish and release to Sea View Village, a California general partnership ("Sea View") any and all claims that Collins may have against the City of Huntington Beach ("City") and/or the Redevelopment Agency of the City of Huntington Beach ("Agency") and their respective officers, employees, representatives and agents with respect to the real property described on Exhibit A hereto (the "Property") . Not by way of limitation of the foregoing, Collins acknowledges and agrees that the "Participation Agreement" entered into by and between Collins-Zweibel Development and the Agency dated December 20, 1982, has been terminated and abandoned and is of no further force or effect and that there are no other agreements or understandings between Collins and the City or the Agency with respect to the Property or the Participation Agreement. Collins also releases Sea View from any and all claims related to or connected with Sea View's acquisition, ownership, development, and/or future acquisition of portions of the Property, except for the balance due on a promissory note from Sea View to Collins in the face amount of $1,600,000 secured by a deed of trust on a portion of the Property and a new promissory note from Sea View to Collins in the face amount of $20, 000 executed concurrently with this Agreement. 2. Sea View Village. Sea View hereby releases Collins from any and all claims that Sea View (or its partners) may have against Collins with respect to Sea View's purchase from Collins of any portion of the Property, including, without limitation, any title defects in any portion of the Property. Sea View agrees that its sole recourse for redress of. any such title defects shall be against the title company which issued a policy or policies of title insurance to Sea View (or any of its partners) with respect to the real property purchased by Sea View (or any of its partners) . Sea View agrees to indemnify, defend and hold harmless Collins from any and all claims and demands which Robert Zweibel and Evelyn Shabo (or their successors, heirs or assigns) may assert against Collins by reason of the execution by Collins of this Mutual Release or the termination or abandonment of the Participation Agreement. Sea View acknowledges and agrees that Collins has executed this Mutual Release at Sea View's request and that Collins shall have no liability to Sea View as a result of Collins' execution of this Mutual Release. Sea View accepts this Mutual Release as is, where is and with all faults and with full responsibility (and without any liability or claim against Collins) for any consequences arising in whole or in part by reason of Collins' abandonment or termination of the Participation Agreement. 3. Release gf -City_ and Agency. Collins hereby releases City and Agency from all claims as described in Paragraph 1 above. Collins agrees to execute such further releases and waivers as City and/or Agency may require to document the intent of this Agreement and, in connection therewith, Sea View shall use its best efforts to obtain the release of Collins by City and Agency of any and all claims that City and Agency may have against Collins with respect to the Property and the Participation Agreement. 4 . Civil 9Qde Sgctign 1542 Waiver. Collins and Sea View each make the above release with full knowledge of Civil Code Section 1542 and hereby waive any and all rights thereunder. Section 1542 of the Civil Code provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor. Dated: February f , 1993 '4' 4 � Leroy r, dollins Dated: February ,� , 1993 1 O �. landa Amy Co ins i Dated: February .r , 1993 SEA VIEW VILLAGE A California Gener Partnershi B i an assounian, Paftner By'� J.' /', ; Sohrab Sassounian, Partner 9m301401 CFUM NO.: 9100466-12 SCH[¢a A Ihe estate ar i mterast in ttm land I UvLfter dss=-ibed or vefe rre d to awned by this zqpert is: A FEE TWO to said estate or inbMst at thM dots h BCWf is vested in: SEE SIT 'A' A4TMl® HERETO Me lard referred to in this repor is situated in the Stets of Califocr s, County of Gcw4p, and is dee=Ibed as follows: Peraal A: Lot 47 Block B of Tract 172, in the City of bon Beach, County of Orange, State of California, as per map recorded in Bodk 12, Pages 21 and 22 of Ml aael I ane us Maps. C_ E c og ng t hesatraa all oil, petroleum, asphaltum, gas, minerals, and older , as reserved in dead za-ordsd August 16, 1921 in Haab 401, Pepe 356, Deeds, and in variar otdw deeds of suoar 1. Pec' B: Lot 20 in aladk C of Tract No. 172, in the City of M of i ngtoa Beach, County of Orange, Stags of California, as shom on a map z,rxrtie 1 in Bodo 12, Pegs 21 and 22 of M 90811 anea is Mope, in the office of the County Asoarder of said Canty. Daoepting ttecrafram all oil, pe=Ae m, asphaltm, gee, minerals, and otim suP i i m asps, as raserwd in dad :le I August 16, 1921 in Bad* 401, Page 356, Deeds, and in various adw deeds of raoocsd. Pascal C: Lot W. 145, Hlocc C of TYacrt 172, in the City of Btsrtingt on arecll, Cmnty of Change, State of Calif=ia, as per msp raaartie 1 in Book 12, Pages 21 and 22 of Maps, roeoaeAn of orange County, Cgliforrda. baoepting tlsxafram all oil., patrolaux, asphaltum, yes, minerals, and odd subsrta�s, as V FA. ved in deed rrao¢is I August 16, 1921 in Book 401, Page 356, Deeds, and In venous otter deeds of racssd. CROM NO.: 9100466-12 t SCHW1[S A CORMNLED Parcel. D• Late 5, 6, 11, 12, 17, 18, 23, 24, 29, 30, 35, 36, 41 and 42 of fllocic 8 of Tract M. 172, in the City of HuntizVton Biearfi, County of orange, State of California, as shown an a map recant ed in Hoak 12, Peas 21 and 22 of Mope, in tt a office of the O=ty Aaa=dw of said County. Emeppting e=efrosm all oil, Petroleum, asptaaltum, gm, minerals, and vtf or mAmbuices, an reserved in deed reo=ded August 16, 1921 in Book 401, Page 356, Deeds, and in various other deeds of reacad. Parcel E: Late 1, 7, 13, 19, 25, 31 and 37 in Block C of Tract No. 172, in the City of Huntington Boast, County of Orange, Stets of Callfarrda, as shown an a mep retarded in Back 12, Pages 21 and 22 of Maps, in tts office of the Cavity FkKxx er of sold Carty. E nepting therefrom all oil, petro m n, aq$mltum, yes, mdn■ral e, and o wr m�*aI ft n ps, as reserved in deed August 16, 1921 in Bodo 401, Page 356, Deeds, and In various other deeds of -Roofs. Ptuaal F: The West 6.00 feet of Lots 21, 27, 33 and 39 and all of Lab 26, 32 arnd 38 in Blradc C of Tract M. 172, in the City of MXMUptm Blach, County of Qmnge, Staab of California, as edxwm an a map recorded in Bodo 12, Peges 21 and 22 of Maps, in the office of the County Aeoardar of said Qmty. Rampting themefrom ail ail, pe rolem, asphaltum, gas, minarala, and otim �oee, as reserved in deed raa�bed Aupukt 16, 1921 in Bodo 401, Page 356, Deeds, and In various other deeds of record. Parcel G: Lots 2, 3, 8, 9, 14 and 15 in Bloch C of Tract No. 172, in the City of Hartingtm Bear-h, C array of Orange, Stab of C& forrnia, as shorn an a map ramrde I in Bodo 12, Pager 21 and t'fte, in the office of the Aunty NaCxaz jar of said Oauity. McePti ng there:-o■ all ail, pat mImum, aq$mIt u m, gem, mireraU, and otim a&1Q I ft - p 0!, as ressrvid in used r-aczCod August 16, 1921 in Book 401, Pago 356, Daede, and in various otim deeds of raaord. OFD3t NO. : 9100466-12 1 SCHEDUEZ A CONTIMIm - Peroal H: Lots 107, 108, 113, 114, 119, 120, 125, IM, 131, 132, 137, 138, 143, 144, 149 and 150 inclusive in Blodc A of Tract No. 172, in the City of Hrttington Beach, Cartty of Orange, State of Cal tfa mia, as shy on a rap se wrided in Book 12, Pages 21 and 22 of Mi nips, reoords of OrwW,County, 0alifarnia. E=eptlrx2 tfierefrvu all oil, petrole=, sq$wIt^ gas, minerals, and vtt= IN bstances, as reserved in deed receded August 16, 1921 in Hoak 401, Pape 356, Deeds, and in varic us of n deeds of reOccC 1. Parcel I: Lots 48, 53, 54, 59, 60, 65, 66, 72, 72, 77, 78, 83, 84, 89, 90, 95, 96, and Iota 101 to 150, i:rlusivo of Mock 8 of Tract No. 172, in the City of MmUrCtm Basch, Q xxyLy of Orange, State of Ca ifarnia, as shown an a map reaorda t in Book 12, Pages 21 and 22 of 14epe, zeoarda oaf Orange County, Cal ifc nia. Ew:apting t her efram all oil, petroleum, asphaltum, yes, minerals, and ad or' eubstana le, as reeerved in deed reoarbed August 16, 19n in Bode 401, Papa 356, Dssds, and in various ott:ar• deeds of reward. CParml J: Lots 21, 27, 33, 39, 43 to 45, 49 to 51, 55 to 57, 61 to 63, 67 to 69, 73 to 75, 79, to 82, 86 to 88, 91 to 94, 97 to 100, 103- to 106, 109 to 112, 115 to 118, 121 to 124, IV to 130, IM to M, 139 to 142, 146 to 148 inclusive in RI=* C of Tsac.-t No. 172, in the City Of Wxytingtm;Beach, County of Orange, State of.California, as ah mm on a cap racarde 1 in 12, Papea 22 and 23 Maps, rewords of Orange �ty, Chlifoniia. Eampt tto East 18.00 feet of said Late 82, 88, 94, 100, 106, 112, 118, UA, 130, 136, 142 and 148. Also acepting the Wbet 6.00 feat of Lots 21, 27, 33 and 39. Emrepting theref m all oil, patralan, asphaltum, pas, minerals, and ott>ar Oes, as newer% d in deed r+eoazded August 16, 1921 in Book 401, Page 356, Deeds, and in various other d■ede of raoard, r CFCER NO.: 91004G-12 FXHMSIT A (VEST=) George.R. MrApp, Freft ic3c W. Barnet and George as thsiu intararts of r�ecar 1. as to Parcel A; subject to the interest of the City of HuntIngtan Beach, a municipal aar ply atiran, by reason of an caber of paeeeasiam; 'me Fadevelcpwnt Agen y of the City of Huntingtm Beech, a o nicipal m paxation, as to Parcels B, C, D, B and F; The City of Hmtingtm Reach, a m i+icipal aacpawaticn, as to Parcels A and G; and Sea View village, a Califarn3a dal pu trsarelLtp, as to Parcels H, Z and J. 17143771417 ACCI CORP 314 P01 SEP 03 '93 09:42 O:V 02i3 3 Piega 2 of Z !r AI/1l�s�1� CIFICATEOF INSURANCE - cs?� C) 13sUF DAT(T .IDDIY» ERT _ I 04/12.13 PRODUCER THIS CERTIFICATE IS 19SUFn A$A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATF HOLDER THIS CERTIFICATE Navonel AOenry.In< *I DOER NOT AMEND-v-vr Nn OR Al TER f HE nOVERAnt AFFORDED RY THE ��1g0o1/ POLICIES BELOW A,*in TX 1511&0027 COMPANIf4AFFORUINO COVEAAflE 512-346-8100 S&W it th L COMPANY LETTER A rRANBC•OAAINENTAI JNaUPANCF CO INSURED �jr�T` COMPANY CONTINENTALCASUAITY C i V44 COMPANY MCR L C NATIONAL F[RE INSURANCE CO LETTER COMPANY ACCI CONPORATION L--n FAR D 52W WARNER AVENUE,SUITE A201 HUNTINGTON BEACH CA 92U9 CLMER�Y E S THIQ I$TO CERTIFY THAT THE POLICIES OF INSURANCE I IATEO get OWHAVF SEEN LRRU£O TO THE INSURFO NAMED ABOVE FOR THE POLICY PERIOD INDICATED_NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OROTHF.R DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERIAIN.THE INSURANCE AFFOROFO BY THE POLICIER DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS - FXCLURIONS AND CONDITIONS OF SUCH POLICIES I IMITS RHOWN MAY HAVE R£EN REDUCED RY PA+DCIA++19 TP TYPE OF tNSURANCE POLICY NUMBER POLICY EFFECTNEPOLICY EXPIRATION LIMITS L - 0ATE(IIMUDD/MY7 DATE(MAL'ODN" GENERAL LIABILITY GENERAL AGGREGATE SV.0p0,000 A X COMMERCIAL GENERAL LIABIL1Tt0a192"S 101011D2 10101103 PRODUCTS-COMPIOP AGO S1C1.0M.000 CLAIM&MADE X -OCCUR. PERSONAL&ADV.INJURY SS1.000,000 OWNER'63 CONTRACTOR'S PROT EACHOCCURRENCE S01000.000 X PER PROJECT ENOT. FIRE DAAW31E&V ono fft) 66 80.000 MED EXPENSE("one pwft) 5.000 AUTOMOBILE LIABILITY COMBINED SINGLE ANY AUTO RUA301d27M9 IGO/92 1q IAG UMrr S1.000.ODO ALL OWNED AUTOS 80DILYINJURM t BcHFOULED AUTOS (Per p°n0^) 11 X HIRED AUTOS 80DILYINJURY 5 a NON-OWNED AUTOS (Per rrrrud�t? GAWE LIABILITY PROPERTYDAMAOE S EXCESS UABIL7Y EACH OCCURRENCE f UMBRELLA FORM AGGREGATE I OTHER THAN UMBRELLA FORM C WORKER'S COLLPENBATION WC121109428 t0A1192 10101/R1 x :STATUTORYUMITS ~' f AND EACHAC 00 CIOENT S 1.000. 0 C EMPLOYERS'LIABILITY WC121109428 10R1192 TQ+UI/93 DISEA9ir POLICY U11R 8 1,000,000 DISEASG EACH EMPLOYEES 1,000.000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSIYEHICLE"PECWL ITEMS APPROVED AS TO FORMv CONTRACTORS GAIL HUTTON., City Attorney � uCIty Atto ey CERTIFIGTE HOLDER►q SHdJ11N AS ADD 1710NAL INSURED WtT413D DAY NOTICE OF By 71 N R P N.F i Nm w SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF.THE ISSUING COMPANY WILL y! MAIL NY-_DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR CITY OF HUNTINGTON BEACH 2DOO MAIN STREET :I U A [LFTY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPAESENTATIYE4 HUNTINGTON BEACH CA 02W AUTHORIZED REPRFSENTATIVE 17143771417 ACCI CORP 314 P01 5EP 03 '93 09:42 0,?-j02/9a Rage a of a AI%1ff' If• ,'CERTIFICATE OF IINSURA.4CE C1 ISSUE DATQUAVDO/Y1� A •I: � pa:l Q.93 PRODUCER T>II$CFRTIFICAT>:IS ISSIIFO AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATF.HOLDER THIS CERTIFICATE i - A w".Irr I1 nOfR NOT AMEND E](TFND OR ALTER THE.COVERAAE AFFOROEO RY THE >�'Bo�18W?7 POLICIES BELOW Augir,TX 787118.OW7 COMPANIES AFFO>;UINC)COVERAGE 512.3A6.8100 O� 11 + +7�� , LE�FRtA TRANSCONTINENTAL INSUPA 4CP CO C:CWAPANY INSURELT y� r •c f� �Q LITTER B C,ONTIkENTAL CAB 1 JAI TY �• J C, `� J V COMPANY LETTER C NATIONAL FIRE INSURANCE.CO COMPANY ACCI COHP09AMS L.J:-n FR O 52W WARNER AVENUE,9UITE ON COMPANY HUNTINGTON BEACH CO MQ LETTER E COS'_ 9- 's- 1 7- 7 - t TWO 19 TO CERTIFY THAT THE MXJES OF INAURANCE I ISTFO BEI OW AVF BEEN IRSSUFDTO THE INSURI•D kAIUEDABOVE FOR THE POLJCYPER10D INDICATED,NOTWITHSTANDING ANY REOUIRFUENT TERM OR CONDITION OF ANY CONTRACT OROn-IER DOCUMENT WITH RESPECT 70 WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAW.THE INSURANCE AF'FOROFO AY THE POtICIEA D[SCAf8FO HERE.rN IS SUBJECT TO ALL THE TERIU.4. EXCLUSIONS AND CONDITIONS OF SUCH POI ICIES LIMITS SHOWN MAY HAVE REEK REOUCEO BY PAID CIAILtS TYPE OF INSURANCE POLICY kUA18ER F(MM DD/IM�PDATE(►AMIDD1YYyOLICY N L1611Te GENERAL LIABILITY GFNERAL AGOMIATE S$2040-000 A, If COMMERCIALGENEPALLIABIU76oa192ma IMIJ92 Iwl)Q3 PRO DUCTS•COMP►OPA(34 S61-0W,000 Dgpz CLAIMS MADE X -OCCUR- PERSONAL 3 ADV INJURY i$1.000.000 OWNER'S A CONTRACTOR'S 43ROT EACH OCCURRENCE i 61,000.000 X PER PROJECT MT. FIRE DAMIAGE(Any)oft fire) S i gO-q00 ME❑ EXPENSE{Arty one pwft) 5.000 %.OUTOMOSILE LIABILITY COMBINFO SINGLE L t ANY AUTO AUA3D1A27969 1Of0im 1Q+01/93 LIMIT ALI OWNED AUTO6 SCHEDULED AUTOS �OILURY ) S B x HIRED ALIT04 BODILY INJURY ; 8 X NON-OWNED AUTOS (Per swaide^n 13AWE LWBILITY PROPERTY OAMAGE S EXCFSB LIABILITY EACH OCCURRENCE i UMBRELLA FORM AGGREGATE i OTHER THAN UMBRELLA FORM , C WORXER'SCOMPENSATION WGr2110De28 IQIOt/p2 1g1DIR3 X . STATUTORY LIMITS AND EACHACCIDENT E 1.000,OOQ C EMPLOYERS'LIABILrTY WC121100420 IOM1122 m-MA13 DLSEA9ir POLICY LIMIT :i 1 000,000 DISEASG EACH EMPLOYES 1 000.Wo OTHER DESCRIPTION OF OPERATIONSILOCATIOMBNEHICLESMPECIAL ITEM8 APPROVED AS TO FORM n CONTRACTORS GAIL HUTTON„ City Attorney u Clty Atto ey GFRTIFICATE HOLDER I3 SHOWN AS ADDITIONAL INSURED WITH 30 DAY NOTICE OF By j rAI4CQLAT$ON LH PERPECT TO SS N I P IGY�+sY -a:C'J .- �'� .�. }�- � ) i••�lw>e4+.+•w' .. 7 �•' ::` 'A�1ir SHOULD ANY OF THE ABOVF.DESCRIBED POLICIES BE CANCELLED BFFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL N HAIL 30 DAYS WRITTEN NOnCE TO THE GERTim-ATE HOLDER NAMED TO THE CITY OF HUNTINGrON BEACH LEFT.BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR 2006 MAIN BTREE7 ;•. UABIL(TY OF ANY KIND UPON THE COMPANY.ITS AGENTS OR REPRESENTArvES. HUNTINGTOONN}BEACH /CA,925M AUTHORIZED REPRFSEWATNE 17143771417 ACCI CORP 314 P01 SEP 03 '93 09:42 09/+71/9 13 s9 Amys 2 Of 2 �11.I11'�11• GERTir CA OF INSURANCE csiR Cl 15911E DA O41t9.'91M A I 119.9'DD/3 PRODUCER THrS CFRTIFICATE L4 LSSUF❑AS A MATTER OF INFORMATION ONLY AND CONFFRS NO RIGHTS UPON THE CERTLFiCATF.HOLDER THIS CERTIFICATE Neon,Aomn y"Im !1 0OFS NOT AMEND_EXTT NIl OFt ALTFR THE COVERAGE AFFORDED RY THE �.".t800P7 POL.VC s BELOW Austin TX 18I1$-0027 (;OMPANIES AFFORUJNO COVE W1QE $12. -9100 COJNYA.YYA lET7FR TRANSCONTINFNTAL INSUAMCE CO COMPANY g COHTINENTALCASlIAITV INSURE[) ELTTF-A COMPANY Lf.T"f ER C NATIONAL FIRE INSURANCE CO COMPANY ACCtCOHPOFLATK7N LEnEA D SeM WARNER AVENUE.SUITE*20f COMPANY HUNTLNGTON BEACH CA92M --TTER F THa iS TO CERTIFY THAT THE POI 1CIES OF INSURANCE I ISTEO BEI 01W HAVE BEEN 04RUF0 TO THE INSURFO NAMFO ABOVE FOR THE POLICY PERIOD INDtCATEO.NOTWITHSTANDING ANY REQUIREMENT TERN OR CONDITION OF ANY CONTRACT OROTHFR DOCUMENT WITH RESPECTTO WHICHTHIS CERTIFICATE MAY BE tSBUEU OR MAY PERTAIN_THE INSURANCE AFcORDFO BY THE.POLICIES RERCRIBEO HEREIN t5 BUB.IECT TOALL THE TERAm EXCLUSIONS AND CONDITIONS OF SUCH POL ICIER LIMITS BROWN I,IAYHAVE RE£N 14FDLJCED By PAIO CIAIUS LYKTYPE OF INSURANCE POLICY NUMBER OATQM%At00CJ'HV EPDATE(M�WDD.'1'Y1N LIMITS 4ENE PAL LIABILITY GENERAL A13GREGLATE SE2.OW.000 A Y COMMFRCLAL GENERAL UfABILIT'60g142"a IOJO1192 lotolm PRODUCTS-COMP/OP A04 S 51.0W.o00 i CLAIMS UADE x OCCUR. PERSONAL&AOV. INJURY S S1.000.000 OWNER'S&CONTRACTORS PROT EACH OCCURRENCE i E1 0m.000 x PER PROJECT ENDT. FIRE DAMAGE(Any one firs) 5E 60000 MED EXPENSE{Arty one pdr$G) 5.0o0 �UTOMOBILELIABILITY COMBINED SINGLE f1000000 ANY AUTO BUA301427669 .041192 10,101193 LlitiliT ALI OWNED AUTOS BOOILYINJURY S W-4FDULED AUTOS (Par p-mon) g x HIRED AUTOS B x NON-OWNEO AUTOS (Per no'dent) S OARAIOE LLABIUTY PROPERTY DAMAGE S EXCE139 LIAMLITY EACH OCCURRENCE S UMBRELLA FORM AUGREGATE 4 OTHER THAN UMBRELLA FORM s _- X - STATUTORY LIMITS C WORKER'S COMPENSAAT" WC12110W.8 10/01192 1tJ WQ3 AND EACHACCIOENT E 1.000.000 C EMPLOYERS'LIABILITY WC12110QQB 10/01/92 1010tiS3 DISEfL41= pOLJCYUMfT 81,000000 DISEAS& FACH EMPLOYEE I.Oo0.oW OTHER DESCRLPTION OC OPERATIONSILOCATIONSNENICLESISPECIAL REMS APPROM AS TO POR31v CONTRACTORS GAIL HUTTOH-„ City Attorney By;I CERTIFICATE HOLDER>S SHOWN AS AOpLT10NAL INSURED 1N1TH I?eguCity Atto ey 30 DAY NOTICE OF rAKE61-AT12N U14 REOPECT 10 QSNPRALL1 RF FD► Q3 ,ty w,i1 - s._ "! ..G' - C%J�LECtl�10 Y 8140ULD ANY OF THC ABOVF.OESCRiB£D POUCtES BE CANCELLED BEFORE THE t)(PIRAATLON DATE THEREOF,THE ISSUING COMPANY WILL �. 1WL 19_DAYS WRITTEN NOTICE TO THE CERTiFicATE HOLDER NAMED TO THE CITY OF HUHTINOTON BEACH LEFT.BUT FAILURE TO MAIL SUCH NOTICE:SHALL IMPOSE NO OBLIGATION OR �" 2D00 MAIN STREET _T UA81LfrY OF ANY IUND UPON THE COMPANY.ITS AGENTS OR REPRESENTAT1VfiS HUNTINOTON BEACH CA 92W AUTHORIZED REPRESENTATIVE • 1714^''�la 17 HCC I CORE �-1--- �' - - '14-PO1 SEF 07 '93�I�G:4=' .+ -- L-L oy� 02/0 3 3 3 s9 - I Page 2 Of 2 A/'4'��I�f CSR I",1 ISSUE:DAT(MMIODN't) / • CERTIFICATE OF INSURANCE 04fl'W" paODllCEp T H1S C:ERT;I-ICATF LG ISSIIFL)AS A MATTF-R OF'INFORMATION ONLY ANL: CONFFRS NO RGIITS UPON THE CERTIFICATl-HOLUF=R rHIS CERTIFICATF l �fy{pnpl g0mry.Inc x1 nOFR NOT AMr-Nr) FLIT:'ND ORAI TFR THF C OVERACT£AFFORL7FD FtY THE 7�►�gp�189FY1/ PO:.ICIF S B F LOW Auxin TX 78718-0027 r.OMPANI_5 AFFOuLhNA COVFML3E 512-3468100 COMPANY I ETTFR A IfRANSCONT W FNIAL INS�URANCF CO - COMPANY IN9URfl) IF TTCH B CONT:NENTAI CASI)AL I rCOMPANY rrER I C NATIONAL FIRE!NSURANCE CO T7ER COMPANY i) ACCI COHPORAIION L.kn EH 5200 WARNER AVENUE.SUITE*201 COMPANY HUNTINATON BEACH CA QAd9 ..FnER E 7-5 THIS IS TO CERTIFY THAT THF POI.ICIES OF INSLIRANCF I ISTEO BEI C)rV HAVE BEEN LRAUFD TO THF INSURF0 NAMFC ABCJVE FOR THE POLICYPER[OD INDICATED.NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONT f+A.CT CR OTHER COCU-MENT WITH RESPECT'TO WHICHTHIS CERTIFICATE MAY BE LSSUFD OR MAY PERTAIN THF INSURANCE AIPPOROFF)5Y THEPOLICICS f%E-SCRIBF D HERE:N LS SUFUECT TO ALL THF TERMS. FXCLUSIONS AND CONDITIONS OF SUCH PO:ICIES I IMIIR cLHO%VN MAY HAVE FIFFN RI:OUCFD ITY PAiO CI AIMS LTA TYPE OF INSURANCE POLICY NUMBER POLICY.EFFECTNrPOLICY EXPIRA1,7N LIMITS QATE(MIWOMNY) 0ATE(MM;OD;'Y)F) GENERALLLABILITV GENERAL AGGREGATE 6S2.000.0D0 A X COMMERC)ALGEWERALLIABILITY"19284R 10101,r92 ICL'CI1TIl PRODUCTS-COMP,IOPAGG S61.0W.000 ! =„ CLAIMS MADE X OCCUR. PERSONAL A ACV INJURY SST 000,000 ONNER'S S CONTRACTOR'S PROT EACH OCCURRENCE Sit 00Q000 X PER PROJECT ENOT. FIRE DAMAGE(Arvy ono fire) S S 60.0W MFF) EXPFN.9C(A 1Y one Perft) 5.000 �LJTOMOBILE LIABILITY COMBINEDS;NGLE 5 1.000•-J0(} ANYAUTO f1JA301427ITb9 to,olm IM1 M LIMIT AU OWNE3AUTOS 50MLYINJUR`! S SCHF DUL E D AUTOS (Nor peon) 8 X HIRED AUTOS BODILY 8 � X NON-OWNED AUTOS (Per acc'denL � `+ GARAGE LLARI RV PROPERTY DAMAGE L EXCESS LIA8.LITY EACH OCCURRENCE S UMBRELLA FORM AGGREGATE s OTHER THAN UL48AELLA FORM s' X +- STATUTORYLIMITB C WORKER'S COMPENSATION WC1211OWS TOtOl,92 11110 I 3 A4D EACHACCIOENT S1000DD0 C DISEA916 PO_ICYIlMIT 6t•00.000 EfAPLOYER3'LIABifTY 1VCt21tO9G28 1U:O1/92 10;Ctjgd DISEASF� EACH EMPLOYFl91 000000 OTHER T DESCRIPTION Or OPERA.TIONSILOCATLONSNERICLESrSPECIAL.ITEMS APPROVED AS TO FORMv CONTRACTORS GALL BUTTON-., City Attorney Bye Lepu City Atto ey CERTIFICATE HOLDER k9 SHOWN AS ADOITTONAL INSURED WITH 30 DAY NOTICE OF TIO R P TO nPNF,,RALI RF ` I o a _yam ` -;3 &... `• %. �':,` CiA4OF:LtA'h6 ,,x.r SHOULD ANYOFTHE A30VF DESCRIBED POLICIES BE CANCELLED BEFORE THE C(P1RAT;ON DATE THEREOF.THE L6SUING COMPANY WILL MAIL-V.DAYS WR.TTFN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE CITY OF HUNTIN(3TON BEACH LEFT.BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGAT;ON OR ' 2DOO VAIN BTAEET LIASILMY OF ANY K)NO UPON THE COMPANY,ITS AGENTS OR REPRESENTATFVE . HUNTINGTON BEACH CA 928M - AUTHORIZED RF.PRFSENTATNF � -vil) :;us n RECORDING REQUESTED BY ='y3r i 0t iv CONTINENTAL LAWYERS TLTLE CO. ; RECORDING REQUESTED BY AND WHEN RECORDED MAIL TOs THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH f �. 2000 MAIN STREET P.O. BOX 190 HUNTINGTON BEACH, CA 52648 ATTH: 989dNNV 1 THE UNDERSIGNED GRANTOR DECLARES: DOCUMENTARY TRANSFER TAX IS: V10,1 sa-':U � L e THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH L, BYt The uRdersi4ned �J r ITS: ti DATED: I7 GRh= DEW (LANDSCAPING STRIP AND ENCYCLOPEDIA LOTS 1 AND 2) FOR A VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A PUBLIC BODY, CORPORATE AND POLITIC, OF THE STATE OF CALIFORNIA, HEREIN CALLED "GRANTOR", ACTING TO CARRY OUT THE REDEVELOPMENT PLAN, HEREIN CALLED "REDEVELOPMENT PLAN" FOR THE TALBERT—BEACH REDEVELOPMENT PROJECT, HEREIN CALLED `PROJECT", UNDER THE COMMUNITY REDEVELOPMENT LAW OF CALIFORNIA, HEREBY GRANTS TO SASSOUNIAN CAPITAL VENTURES, INC., A CALIFORNIA CORPORATION, HEREIN CALLED 'GRANTEE-, THE REAL PROPERTY HEREINAFTER REFERRED TO AS THE -PROPERTY- , DESCRIBED IN EXHIBIT "A' ATTACHED HERETO AND INCORPORATED HEREIN, SUBJECT TO THE EXISTING EASEMENTS, RESTRICTIONS, AND COVENANTS OF RECORD DESCRIBED THERE. 1.) GRANTOR EXCEPTS AND RESERVES FROM THE CONVEYANCE HEREIN DESCRIBED ALL INTEREST OF THE GRANTOR IN OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY RIND AND CHARACTER LYING MORE THAN 500 FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF THE PROPERTY LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID SITE OR OTHER LANDS BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF THE PROPERTY OR ANY PORTION THEREOF WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSE OF PURPOSES WHATSOEVER. 2.) THE PROPERTY IS CONVEYED IN ACCORDANCE WITH AND SUBJECT TO THE REDEVELOPMENT PLAN WHICH WAS APPROVED AND ADOPTED BY ORDINANCE NO. 2577 OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, AND DISPOSITION AND DEVELOPMENT AGREEMENT ENTERED INTO BETWEEN GRANTOR AND GRANTEE DATED ZulY 19, 1993 (THE 'DDA') (AS TO THE 'LANDSCAPING STRIP' AND 'ENCYCLOPEDIA LOT NO. 1' ONLY, AS THOSE TERMS ARE DEFINED IN THE LEGAL DESCRIPTION ATTACHED HERETO AND IN THE ODA), A COPY OF WHICH IS ON FILE WITH THE GRANTOR AT ITS OFFICES AS A PUBLIC RECORD AND WHICH IS INCORPORATED HEREIN BY REFERENCE. 3.) UNTIL JULY 18, 2018 (THE EXPIRATION DATE OF THE REDEVELOPMENT PLAN), GRANTEE SHALL NOT DEVOTE THE PROPERTY TO ANY PURPOSE NOT PERMITTED BY THE APPLICABLE PROVISIONS OF THE REDEVELOPMENT PLAN FOR THE PROJECT (OR ANY AMENDMENTS THEREOF APPROVED PURSUANT TO PARAGRAPH 8 OF THIS GRANT DEED), AND THIS GRANT DEED, WHICHEVER DOCUMENT IS MORE RESTRICTIVE. THE FOREGOING COVENANTS SHALL TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT AS OF JULY 1B, 2018. 6.) UNTIL JULY 18, 2018 (THE EXPIRATION DATE OF THE REDEVELOPMENT PLAN), GRANTEE SHALL MAINTAIN THE IMPROVEMENTS ON THE PROPERTY IN CONFORMITY WITH THE HUNTINGTON BEACH MUNICIPAL CODE AND SHALL KEEP THE PROPERTY FREE FROM ANY ACCUMULATION OF DEBRIS OR WASTE MATERIALS. DURING SUCH PERIOD OF TIME, GRANTEE SHALL ALSO MAINTAIN THE REQUIRED LANDSCAPING IN A HEALTHY CONDITION. IF, AT ANY TIME DURING THE PERIOD THAT THIS MAINTENANCE COVENANT REMAINS IN EFFECT, GRANTEE FAILS TO MAINTAIN SAID LANDSCAPING, AND SAID CONDITION IS NOT CORRECTED AFTER EXPIRATION OF FIFTEEN (15) DAYS FROM THE DATE OF WRITTEN NOTICE FROM THE GRANTOR, EITHER THE GRANTOR OR THE CITY OF HUNTINGTON BEACH MAY PERFORM THE NECESSARY MAINTENANCE AND GRANTEE SHALL PAY SUCH COSTS AS ARE REASONABLY INCURRED FOR SUCH MAINTENANCE. THE FOREGOING COVENANTS SHALL TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT AS OF JULY 18, 201B. 5.) THE GRANTEE AGREES FOR ITSELF AND ANY SUCCESSOR IN INTEREST NOT TO DISCRIMINATE UPON THE BASIS OF RACE, COLOR, CREED, NATIONAL ORIGIN, ANCESTRY, SEX, MARITAL STATUS, OR RELIGION IN THE SALE, LEASE, OR RENTAL OR IN THE USE OR OCCUPANCY OF THE PROPERTY HEREBY CONVEYED OR ANY PART THEREOF. GRANTEE COVENANTS BY AND FOR ITSELF, ITS SUCCESSORS, AND ASSIGNS, AND ALL PERSONS CLAIMING UNDER OR THROUGH THEM THAT THERE SHALL BE NO DISCRIMINATION AGAINST OR SEGREGATION OF, ANY PERSON OR GROUP OF PERSONS ON ACCOUNT OF RACE, COLOR, CREED, NATIONAL ORIGIN, ANCESTRY, SEX, MARITAL STATUS, OR RELIGION IN THE SALE, LEASE, SUBLEASE, TRANSFER, USE, OCCUPANCY, TENURE, OR ENJOYMENT OF THE PROPERTY, NOR SHALL THE GRANTEE ITSELF OR ANY PERSON CLAIMING UNDER OR THROUGH IT, ESTABLISH OR PERMIT ANY SUCH PRACTICE OR PRACTICES OF DISCRIMINATION OR SEGREGATION WITH REFERENCE TO THE SELECTION, LOCATION, NUMBER, USE OR OCCUPANCY OF TENANTS, LESSEES, SUB-TENANTS, SUBLESSEES, OR VENDEES IN THE PROPERTY. THE FOREGOING COVENANTS SHALL RUN WITH THE LAND AND SHALL REMAIN IN EFFECT IN PERPETUITY. 6.) NO VIOLATION OR BREACH OF THE COVENANTS, CONDITIONS RESTRICTIONS, PROVISIONS OR LIMITATIONS CONTAINED IN THIS GRANT DEED SHALL DEFEAT OR RENDER INVALID OR IN ANY WAY IMPAIR THE LIEN OR CHARGE OF ANY MORTGAGE OR DEED OF TRUST OR SECURITY INTEREST; PROVIDED, HOWEVER, THAT ANY SUBSEQUENT OWNER OF THE PROPERTY SHALL BE BOUND BY SUCH REMAINING COVENANTS, CONDITIONS, RESTRICTIONS, LIMITATIONS AND PROVISIONS, WHETHER SUCH OWNER'S TITLE WAS ACQUIRED BY FORECLOSURE, DEED IN LIEU OF FORECLOSURE, TRUSTEES SALE OR OTHERWISE. 7.) ALL COVENANTS CONTAINED IN THIS GRANT DEED SHALL BE COVENANTS RUNNING WITH THE LAND. a.) ALL COVENANTS WITHOUT REGARD TO TECHNICAL CLASSIFICATION OR DESIGNATION SHALL BE BINDING FOR THE BENEFIT OF THE GRANTOR, AND SUCH COVENANTS SHALL RUN IN FAVOR OF THE GRANTOR FOR THE ENTIRE PERIOD DURING WHICH SUCH COVENANTS SHALL BE IN FORCE AND EFFECT, WITHOUT REGARD TO WHETHER THE GRANTOR IS OR REMAINS AN OWNER OF ANY LAND OR INTEREST THEREIN TO WHICH SUCH COVENANTS RELATE. THE GRANTOR, IN THE EVENT OF ANY BREACH OF ANY SUCH COVENANTS, SHALL HAVE THE RIGHT TO EXERCISE ALL THE RIGHT AND REMEDIES AND TO MAINTAIN ANY ACTIONS AT LAW OR SUITS IN EQUITY OR OTHER PROPER PROCEEDINGS TO ENFORCE THE CURING OF SUCH BREACH. 9.) BOTH GRANTOR, ITS SUCCESSORS AND ASSIGNS, AND GRANTEE AND THE SUCCESSORS AND ASSIGNS OF GRANTEE IN AND TO ALL OR ANY PART OF THE FEE TITLE TO THE PROPERTY SHALL HAVE THE RIGHT TO CONSENT AND AGREE TO CHANGES IN , OR TO ELIMINATE IN WHOLE OR IN PART, ANY OF THE COVENANTS, EASEMENTS OR RESTRICTIONS CONTAINED IN THIS GRANT DEED WITHOUT THE CONSENT OF ANY TENANTS, LESSEE, EASEMENT HOLDER, LICENSES, MORTGAGEE, TRUSTEE, BENEFICIARY UNDER A DEED OF TRUST OR ANY OTHER PERSON OR ENTITY HAVING ANY INTEREST LESS THAN A FEE IN THE PROPERTY. THE COVENANT CONTAINED IN THIS GRANT DEED, WITHOUT REGARD TO TECHNICAL CLASSIFICATION SHALL NOT BENEFIT OR BE ENFORCEABLE BY ANY OWNER OF ANY OTHER REAL PROPERTY WITHIN OR OUTSIDE THE PROJECT AREA, OR ANY PERSON OR ENTITY HAVING ANY INTEREST IN ANY OTHER SUCH REALTY. ANY AMENDMENTS TO THE REDEVELOPMENT PLAN WHICH CHANGE THE USES OF DEVELOPMENT PERMITTED ON THE PROPERTY, OR OTHERWISE CHANGE ANY OF THE RESTRICTIONS OR CONTROLS THAT APPLY TO THE PROPERTY, SHALL REQUIRE THE WRITTEN CONSENT OF THE GRANTEE OR THE SUCCESSORS AND ASSIGNS OF THE GRANTEE IN AND TO AIAOR ANY PART OF THE FEE TITLE TO THE PROPERTY, BUT ANY SUCH AMENDMENT SHALL NOT REQUIRE THE CONSENT OF ANY TEMANT,LESSEE, EASEMENT HOLDER, LICENSEE , MORTGAGEE, TRUSTEE, BENEFICIARY UNDER A DEED OF TRUST OR ANY OTHER PERSON OR ENTITY HAVING ANY INTEREST LESS THAN A FEE IN THE PROPERTY. r IN WITNESS WHEREOF, THE GRANTOR AND GRANTEE HAVE CAUSED THIS INSTRUMENT TO BE EXECUTED ON THEIR BEHALF BY THE RESPECTIVE OFPICERS HEREUNDER DULY AUTHORIZED, THIS/D'µ DAY OF ,1994. APPROVED AS TO FORM: THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A PUBLIC BODY AND CORPORATE POLITIC 9Y: C��` �u� - B CI.4-Y ATTORNSY/ E%, ATTOICYEY CHAIRPERSON BY: s�ti_ DIRECTOR OF ECONOMIC DEVELOPMENT EXECUTIVE DIRECTOR DESIGNEE ATTEST: i AGENCY CLERK APPROVED AS TO FORM THE UNDERSIGNED GRANTEE ACCEPTS TITLE SUBJECT TO THE COVENANT6 BEREINABOVE SET FORTH. SASSOUNIAN CAPITAL VENTURES, INC., A CALIFORNI CORPORATION l BY: SOH SASSOU IAN, PRESIDENT BY: � AN SASSOUNIAN ITS t 5GcX EXHIBIT "A" That portion of the following described land included within LOT 1 ..OF .TRACT NO. 14828, IN THE CITY OF HUNTINGi'ON BEACH, COUNTY OF ORANGE STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 706, PAGES 27-29 INCLUSIVE OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY: PARCEL A: LOT 47 BLOCK B OF TRACT 172, IN THE CITY OF .HUNTINGTON BZhCH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 12, PAGES 21 and 22 OF MISCELLANEOUS MAPS: EXCEPTING THEREFROM ALL OIL,PETROLEUM, ASPHALTUM, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED IN DEED RECORDED AUGUST 16,1921 IN BOOK 401, PAGE 356, DEEDS, AND IN VARIOS OTHER DEEDS OF RECORD. PARCEL B: LOT 41 and 42 OF BLOCK B OF TRACT NO. 172, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND 22 OF MISCELLANEOUS MAPS, IN ,THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THERFROM ALL OIL, PETROLEUM, ASPHALTUM, GAS, MINERALS; AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED IN DEED RECORDED AUGUST 16, 1921 IN BOOK 401, PAGE 356, DEED, AND IN VARIOUS OTHER DEEDS OF RECORD. PARCEL C: THE WEST.6.00 FEET OF LOT 39 AND ALL OF LOTS 37 AND 38 IN BLOCK C OF TRACT NO 172 in THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21.and 22 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THERFROM ALL OIL, PETROLEUM, ASPHALTUM, GAS, MINERALS, AND OTHER HYDROCARBON SUBSTANCES, AS=RESERVED IN DEED RECORDED AUGUST 16, 1921 IN7-BCOK 401, PAGE 356, DEEDS, AND IN VARIOUS OTHER DEEDS OF RECORD. PARCEL D LOT 145, BLOCK C OF TRACT 172, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 12, PAGES 21 AND 22 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, PETROLEUM, ASPHALTUM, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED IN DEED RECORDED AUGUST 16, 1921; IN BOOK 401, PAGE 356, DEEDS AND IN VARIOUS OTHER DEEDS OF RECORD. STATE OF CALIFORNIA ) COUNTY OF } On I 9 before me, n me, title, e. g. , "Jane Doe, Notary Pu lic' ) , pens ally appeared (name( s) signer( s) ) , __Z personally known to me -- OR --- proved to me on the basis of satisfactory evidence to be the person(-r,4 whose name4-64 is/�a-� subscribed to .the within instrument and acknowledged to me that die-/she/-the-r- executed the same in Sher,' i-r- authorized capacity(-ie•sj , and that by signature(-sy on the instrument the person(-s4 , or the entity upon behalf of which the person(-s4 acted, executed the instrument. Wit e s aid icial seal . M11YdRIC1c L.101d COAlN.�40�aJ6 �i Natw Public—Cae#�orn+a ORANGE couHiY (S i g n s to e of Notary) My Car�n�.E�r�MAY 11,1997 CAPACITY CLAIMED BY SIGNER: Individual Corpora-e Officer( s) : Title( s) Partner( s ) : Limited General Attorney-in-tact Trustee( s) Guardian/Conservator Other: Gott SIGNER IS RF.PRESE11TING: ,t Entity(-ie5 ATTENTION NOTARY: Althoua_h the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE r'-=Tr CHED TO THE DOCU:7ENT Number of Pages DESCRIBED Date of Document .1 9y AT RIGHT: Signer( s) Other Th n Name Above: 05.'21/93 0:57u,'2460 •'42 ATTI,CHMENT NO. 5 OFF;C+Ar SEAL .> L.\DA `.,UE SUIZACI ,�; .Cry FlrS�iC-�pJflpr!'ild d vORANGE COUNTY My Cornmisslon EXIres 95 August 21. 19 STATE OF Cd=.LIFORNIA ) • � 5S. COUNT- OF On 0? /a •q before me, ' (name, t t e,. e . g_ , "Jane Doe, Notary Public" ) , personally appeared r ��// (name(-&4 of signer(-r}.) , _personally known to me -- OR -- to be the person(-rt whose name(-e-) is/ire- subscribed to the within instrument and acknowledged to me that }ie-/she/t4 e-y executed the same in Sher/t4ieix authorized capacity(aresj , and that by 4i--y-/her/t4tei•r signature(•er' on the instrument the person(-e-}-, or the entity upon behalf or which the person{-s+ acted, executed the instrument. Witness my hand and official seal . ( ignature of Notary) CAPACITY CLAIMED BY SIGNER: Individual ' ,/<orporate Officer( s) : Title( Partner( s) : Limited General Attorney-in-Fact Trustee( s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of Person( s) or.Entity(ieOL ) ATTENTION NOTARY: Ithough the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED _ TO THE DOCUMENT Number of Pages DESCRIBED Date of Document _� /d •9 AT RIGHT: Signer( s) Other Than Named Above: 05/21:/93 0`5;u;'2 460_/42 ATTACHMENT NO. 5 OFFICIAL SEAL LINDA SUE SURACI Notory Public-Callforria ORANGE COUNTY My Commission E:VrO3 STATE OF CALIFORNIA ) August 21, 1995 ss. COUNTY OF A24 ) On �� •� before me, 6 se--� (name, title, _ . g. , ",lane r tary Public" ) , personally appeared / (named of signer(�}) , personally known to me -- OR -- to tie ort the belsis e to be the person(-e+ whose name(-s-} isle subscribed to the within instrument and acknowledged to me that 4-te—/she/tAte-y, executed the same in 1i4r&/her/t+Te.zY authorized capacity(4tst, and that by 4A-a/her/fir signature(4H on the instrument the person.lr.s+, or the entity upon behalf of which the person�- acted, executed the instrument- Witness my hand and official seal . (S gnature of Notary) CAPACITY CLAIMED BY SIGNER: I ndi,-i dua? :jZ-- Corporate officers): Titl s) . Partner( s ) : Limited General Attorney-in-Fact Trustee( s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of Ferso s or Entity( es) ATTENTION NOTAR : Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document !� MUST BE nTTACHED _ TO THE DOCUMENT Number of Pages 25— DESCRIBED Date of Document �'7 .14 _ AT .RIGHT: Signer( s) Other Than Named Above : 05/21/93 0757u.-2-I60,"92 ATTACHMENT NO. 5 STATE OF CALIFORNIA ) � ) ss. COUNTY OF ) On �'3"` � y before me, Jq AlleT (name, title, e. g. , "Jane Doe Notar,Y Public'.j , personally appeared 0 ,�Sc3Vn�itn gc- 'G �a .Sow (name(s) of sign r ) ) , personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the pexson whose name is/ re subscribed to the within instrument and acknowlerd to me that he/she/ executed the same in er their authorized capacit M and that by his/ / eir signatures) on the instrument person( s) , or the entity upon behalf of which the person( s) acted, executed the instrument. Witness my hand and official seal . OFFICIAL NOTARY SEAL JAME MC ATHY No Publxr-Caii!omia �`�' (S gnatur of atary) ORANGE COUNTY My Comm Exp JAN 24. 1995 CAPACIT"i CLAI?QED BY SIGNER: ndit.;idual 1 �64.spu� orporate Officer( s) .�a/1r a b rrrGH Rej ti - 'an -SS 0U-Aia4 Titles) � Par4ner( s) : Limited General - � Attornev-in-Fact Trustee( s) Guardian/Conservator Other: SIGNER IS REPRESENTING: ��� , Name of Person( s) or Enti ty( i es) SOtrh�G n Q r �/ 1 yr �i aI ' ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE tylT-T-ACHED TO THE DOCUMENT Number of Pages DESCRIEE'D Date of Document AT RIGHT: Signer( s) Other Than Named Above: 05=`.21 '93 0:57ti '2460 •-42 ATTACHMENT NO. 5 RF PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: TIM VIVO 01 A =. 2.!L 22—F 03�5c,' PM 19. 4 4- A 44Cia, r, it I Kecard s AND WHEN RECORDED MAIL TO: A. Uf 11 of Orange Cowity7 C.31jfor.j i.3 Lee A. Branch, CIMLLY n-1ccard-G-r page 11 of 10 Fees: v V-0 Tax I THIS SPACE FOR RECORDER'S USE ONLY TITLE: 6F THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) 11/92 Recording Requested By ind �htn Recorded Return To: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH 2000 Main Street, Huntington Beach 92648 LICENSE AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY ATTN: City Clerk OF THE CITY OF HUNTINGTON BEACH AND SASSOUNIAN CAPITAL VENTURES, INC. FOR USE OF AGENCY-OWNED PROPERTY IN THE TALBERT-BEACH REDEVELOPMENT PROJECT AREA This License Agreement is made and entered into this 39rh day of - July- - - - —___- .1993 , -.',y -and between--the - Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic ("Licensor") and Sassounian Capital Ventures, Inc. , a California corporation, ("Licensee") . WHEREAS, LICENSEE wishes to use certain real property more particularly described in Exhibit "A" hereto (the "Property) , owned by Licensor, for the purposes of temporary landscaping and signage, and Licensor desires to allow such use, Now, therefore, in consideration of the foregoing and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows : 1 . PERMISSION Permission is hereby given by Licensor to Licensee, its- authorized employees, agents, and contractors, to enter upon and use the Property, as legally described in Exhibit "A" attached hereto and incorporated by this reference as though fully set forth herein, for the purpose of temporary construction staging, landscaping and signage to advertise Licensee' s housing project . 2 . CONDITIONS The right of entry on said real property is subject to the foliawinq terms and ccndi'tions- : - 1his docugeat is solely official ha- n�•_ Y for the a£ Runt -r of the City FZat�; as CC contem— Sec. 6103 '- ,!lt Code and should be recorded C"s st char6e, 6/24/93 :sg -1- A. INDEMNIFICATION, DEFENSE, HOLD HARMLESS Licensee hereby agrees to protect, defend, indemnify and hold and save harmless Licensor, its officers and employees, against any and all liability, claims, judgments , costs and demands, however caused, including those resulting from death or injury to Licensee' s employees and damage to Licensee' s property, arising directly or indirectly out of the License herein granted by Licensor, including those arising from the passive concurrent negligence of -Licensor, but save and except those which arise out of the active concurrent negligence, sole negligence, or the sole willful misconduct of Licensor . Licensee will conduct all defense at its sole cost and expense. Licensor shall be reimbursed by Licensee for all costs or attorney' s fees incurred by Licensor in enforcing this obligation. H. WORKERS '_COMPENSATION INSURANCE Pursuant to the Californip Labor Code Section 1861, Licensee acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers ' compensation; Licensee covenants that it will comply with all such laws and provisions prior to commencing performance of the work hereunder . Licensee shall maintain such Workers ' Compensation Insurance in an amount of not less than One Hundred Thousand Dollars ($100, 000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100, 000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250, 000) bodily injury by disease, policy limit , at all times 6/29/93 : sg -2- r incident hereto, in forms and underwritten by insurance companies satisfactory to Licensor . Licensee shall require all subcontractors to provide such Workers ' Compensation Insurance for all of the subcontractors ' employees . Licensee shall furnish to Licensor a certificate of waiver of subrogation under the terms of the Workers ' Compensation Insurance and Licensor shall similarly require all subcontractors to waive subrogation. C. INSURANCE Licensee shall carry at all times incident hereto, on all operations to be performed hereunder, general liability insurance, including coverage for bodily injury, property damage, and blanket contractual liability. Said insurance shall also include automotive bodily injury and property damage liability insurance. All insurance shall be underwritten by insurance companies in forms satisfactory to Licensor for all operations, subcontract work, contractual obligations, and all owned vehicles and non-owned vehicles . Said insurance shall name the Licensor, its officers, agents and employees and all public agencies as determined by the Licensor as Additional Insureds . Licensee shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount of not less than One Million Dollars ($1, 000, 000) combined single _limit coverage. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be no less than One Million Dollars ($1, 000, 000) . In the event of 6/24/93 :sg -3- aggregate coverage, Licensee shall immediately notify Licensor of any known depletion of limits . Licensee shall require its insurer to waive its subrogation rights against Licensor and agrees to provide certificates evidencing the same. D. CERTIFICTESS QFJINURANGE ADDITIQNAL_�NSSRED ENDORSEMENT Prior to commencing performance of any work upon the property as Licensed hereunder, Licensee shall furnish to Licensor certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force and shall promise to provide that such policies will not be cancelled without thirty (30) days prior written notice to Licensor. Licensee shall maintain the foregoing insurance coverages in force until the License granted under this Agreement is terminated. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of Licensor by Licensee under this Agreement . Licensor or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate cony of. -the-additional--insc.red endorsement to each of Licensee' s insurance policies, naming the Licensor, its officers and employees as Additional Insureds 6/24/93 : sg -4- shall be provided to the City Attorney for approval prior to any payment hereunder . E. Licensee hereby releases and forever discharges Licensor of and from any and all claims, •demands, actions or causes. of action whatsoever which Licensee may have, or may hereafter have, against .the Licensor specifically arising out of the matter of the entry of Licensee onto the Property. This is a complete and final release and shall be binding upon the undersigned and the heirs, executors, administrators, successors and assigns of Licensee and covers claims arising out of or connected with Licensee ' s use of the Property. Licensee hereby expressly waives any right under or benefit of any law of any jurisdiction whatsoever providing to the contrary. Neither the acceptance of this release nor any payment made hereunder shall constitute any admission of any liability of Licensor. F. Licensee shall not alter, damage or commit any kind of waste upon the Property or any improvement, equipment or personal property thereon and shall not interfere in any manner with the operations or activities of Licensor. G. Licensee shall keep any equipment used or brought onto the Property under its absolute and complete control at all times and said equipment shall be used on the Property at the sole risk of Licensee. Licensee shall bring no animals onto the Property. H. Licensee agrccs to furnish--all labor; 'tools, equipment and material for the performance of the work done by it in connection with such use and to pay all taxes assessed on wages for said labor and to make any and all reports required in 6/24/93 : sg -5- connection therewith. I . Licensee agrees that all work done or undertaken by it on the Property shall be for its sole account and not as an agent, servant or contractor for Licensor and to indemnify and hold Licensor and the .Proper.ty harmless from and against all claims or liens of workmen and materialmen, including but not limited to, the payment of attorney' s fees . J. Licensee agrees that the permission herein extended shall be personal to it and that it shall not assign or permit any third party to avail itself of any of the privileges granted hereunder . K. No interest of any kind is hereby given and Licensee shall never assert any claim or title to the Property except as reflected in Section M below. L. Licensee acknowledges that the License granted hereunder shall terminate effective December 31, 1993 . M. Licensee acknowledges that it is Licensee' s intention to enter into a purchase agreement to acquire the Property from Licensor . N. All notices given hereunder shall be effective when personally delivered or if mailed, within 48 hours of the deposit of such notice in the U. S: Mail , prepaid, and certified with return receipt requested and addressed to Licensee or to Licensor ' s Project Manager at their respective addresses . 6/24/93 : sg -6- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT NO 5193 .. o OPTIONAL SECTION ' 1 State of 1 CAPACITY CLAIMED BY SIGNER + County Of Though statute does not require the Notary to •� fill in the data below, doing so may prove rrwaluable to persons relying on the document Ion Ah 1941 before me, ❑ INDIVIDUAL BATE NAME.TITLE OF FICER-E.G.. jANE DOE.P40TPY PUBLIC ❑CORPORATE OFFICER(S) W64- personally appeared - TITLE(S) NAME(S)OF SIGNER(Sl ❑personally known to me- ❑PARTNER(S) ❑ LIMITED to be the person(, whose name(, Ware ❑ GENERAL `- — subscribed to the within instrument and ac- ❑ATTORNEY-IN-FACT knowledged to me that4w fi >rthey executed ❑TRUSTEE(S) the same in 4io&AteiYtheir authorized ❑GUARDIAN/CONSERVATOR MAVIIII1 ML.JOHNSON capacity ies and that by 4if:Ab�itheir B'OTHER: CAL940"Im signatureU on the instrument the person(ss, NOCIVPL&ft—CcofaMd or the entity upon behalf of which the �Na• �►•t� persons acted, executed the instrument. - W Comm.E1<ak SIGNER IS REPRESENTING: WITNESS my hand and official seal. NAME of PERSONS)OR ENTITY(IES) .71 6F SIGNATURE OF TARP r OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT THE DOCUMENT DESCRIBED AT RIGHT- NUMBER OF PAGES DATE OF DOCUMENT 7 C . LIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No 5193 . fate of OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER County Of Though statute does not require the Notary to -- - - — --- — - - fi)I'in the data below, doing so may prove invafuabie to perSorns reMng on tho document On a G 3 before me, INDIVIDUAL DAT IC E.TITLE OF OFF R E G.'JANE DOE.NOTARY PUBLIC' Q'C^ ORATE OFFICER(S) personally appeared [�� NAMEtS)OF ER;5) TITLE(S) ersonally known to me- OR -❑ proved to me on the basis of satisfactory evidence ❑ PARTNER(S) ❑ LIMITED to be the person(s) whose name(s) isQP ❑ GENERAL Subscribed to the within inStrum t and ac- ❑ATTORNEY-IN-FACT knowledged to me that he/s he xecuted ❑ TRUSTEE(S) CF�IGAL the same In his/her/ ,a Lill ❑GUARDIAN/CONSERVATOR L�IM WE SM0 capacity(ies), and that y his/her hei ❑OTHER_ FOR PA -C Signature(S) on the instrument the person S), W E#tu or the entity upon behalf of which the - �y� 121. IM _person(s)-acted_, executed the instrument. _ _ SIGNER IS REPRESENTING: WITNESS my hand and official seal_ NAME OF PERSON(SI OR FNTITY(IES) SIGNA URE OF NOTARY OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT THE DOCUMENT DESCRI13ED AT RIGHT — NUMBER OF PAGES DATE OF DOCUMENT Though the data requesled here Is not required by law. ' it COUICI prevent fraudulent reattachment of this form SIGNER(S)OTHER THAN NAMED ABOVE 3a 993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave_P.O-Box 7184•Canoga Park.CA 9 1 309-7 1 84 In witness whereof, the parties hereto have executed this Agreement by and through their authorized officers on the date first above written. LICENSEE: LICENSOR: SASSOUNIAN C VITAL V URES, INC. REDEVELOPMENT AGENCY OF THE dba SEAVI,EW �ILLAG CITY OF HUNTINGTON BEACH O By: �S`ig ature C airman �/TAB ,�fJ5Sr�v.✓i A•zJ Name (type or print) Title (type or print) By: /1 Signature 50r'ff? -�4SSa01r!,l Name (type or print) Its : �1��� ���✓V�� + Title (type or print) ATTEST: APPROVED AS TO FORM: Agency Clerk Agency Attorney P,—Q. 6 - INITIATED AND APPROVED: R&AE AND APPROVED: Director of Economic EXECUTIVE I TO Development l i~ 6/24/93 : sg -7- 4 Qk, j4 ATTACHMENT NO. 2-1) LEGAL DESCRIPTION (Landscaping Strip) The southerly 10. 00 feet of Lots 41 and 42 of Block "B" , and Lots 37, 38 and 39 of Block "C" , all of Tract 172 , in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12, Pages 21 and 22 , of Miscellaneous Maps, in the Office Recorder of said County; Excepting that portion of Lot 39 lying within Joyful Lane as described in documents recorded August 12 , 1983 and October 30, 1987 , as Instrument Nos . 83-352375 and 87-608429, Official Records of Orange County. 05/21/93 0757u/2460;'42 ATTACHMENT NO. 2-D PM Recording Requested By and ; When Recorded Return To- Recorded in Official Records Of oean$e County, Califu iia REDEVELOPMENT AGENCY OF THE Lee A. Branca, County Recorder CITY OF HUNTINGTON BEACH N39e 1 of t hpagc . 2000 Main Street Huntington Beach, CA 92648 Attention: City Clerk ) MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT This Memorandum of Disposition and Development Agreement ( "I z•morandum" ) daze,d fnr ; _2ent-i.firE ti on purposes ,as Of July 19 1993, is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ( "Agency" ) and SASSOUNIAN CAPITAL VENTURES, INC. , a California corporation ( "Developer" ) . 1 . Disposition and Development Agreement. Agency and De'.7eloper have executed a Disposition and Development Agreement ( "DDA" ) dated for identification purposes as of May 21 19 covering that certain real property located in the City of Huntington Beach, County of Orange, State of California, more fully described in the Exhibit "A" attached hereto and incorporated herein by this reference (the "Site" ) . All of the terms, conditions, provisions and covenants of the DDA are incorporated in this Memorandum by reference as though written out at length herein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or document. 2 . PuriDose of Memorandum. This Memorandum is prepared for recordation purposes only, and in no way modifies the terms, conditions, provisions and covenants of the DDA. In the event of anv inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail . 3 . Covenants . Developer hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site that the Developer, such successors and such assigns, shall develop, maintain, use and operate the Site onlv as follows: ( a) Developer shall develop the Site for residential housing uses, as set forth in the DDA. This dOcUment iy solely 1'0r �t_6 official bu^: H iriess of the City Plated unt .r,: ,on Pea::il, as contem- • Sec u:,;� �•:� Coo.e_�:;u:eYlt , 610,E Code Oh®>ald be reC®rdad 05;'21/93 kkQ6 a 0757u;2460,i 42 Page 1 of 4 i E. (b) Developer shall make available twenty-five (25 ) of the residential units to be developed on the Site to "Moderate Income Households" for a certain period of time, as set forth in Section 401 of the DDA. (c ) For the period of time set forth in Section 404 of the DDA, Developer shall maintain the improvements on the Site in conformity with the Huntington Beach Municipal Code and shall keep the Site free from any accumulation of debris or waste materials. During such period of time, Developer shall also maintain the required landscaping in a healthy condition. If, at any time during the period that this maintenance covenant is in effect, Developer fails to maintain said landscaping, and said condition is not corrected after expiration of fifteen ( 15 ) days from the date of written notice from the Agency, either the Agency or the City of Huntington Beach may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. (d) Prior to Agency' s issuance of a Certificate of Completion for the project to be developed on the Site pursuant to Section 322 of the DDA, Developer shall not sell, transfer, subdivide, or convey all or any portion of its interest in the Site without the prior approval of the Agency, except as permitted in Sections 107 and 316 of the DDA. ( e) Developer shall not discriminate upon the basis of race, color, creed, national origin, ancestry, sex, marital status or religion, in the sale, lease, or rental or in the use or occupancy of the Site or any part thereof, nor shall the Developer itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Site . The foregoing covenants shall run with the land. 4. Riahts of Secured Parties. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in the DDA, as referenced herein, shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by Sections 107 and 316 of the DDA; provided, however, that any subsequent owner of the Site shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner' s title was acquired by foreclosure, deed in lieu of foreclosure, trustee' s sale or otherwise . 05/21;93 _ - 0757u/2460;'42 Page 2 of 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5193 4'State of �c�-Y� OPTIONAL SECTION h- - CAPACITY CLAIMED BY SIGNER County of b�/�ir-eft Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. On before me, ❑ INDIVIDUAL DATE NAME,TITLE O FFICER-E.G.,"J NE DOE,NOT61Y PUBLIC" personally pp 7720f� ❑CORPORATE OFFICER(S) ersonall a eare ,n . _/_�- Q_�nny.�,��.9rtiX.tp� dxy NAME(S)OF SIGNER(S) t TITLE(S) 2-personally known to me- ❑PARTNER(S) ❑ LIMITED to be the persont',$) whose name(§l 44s{are ❑ GENERAL subscribed to the within instrument and ac- ❑ATTORNEY-IN-FACT knowledged to me that Ne/shethey executed ❑TRUSTEE(S) the same in exltheir authorized • ., ❑GUARDIAN/CONSERVAT ' capa,ity(ies), and that by ` is their MAYBRICE L JOHNSON F OTHER: COMM.i991835 signature(s§Ion the instrument the person(, Notary Public—California or the entity upon behalf of which the ORANGE COUNTY erson acted, executed the instrument. My Comm.E>q�ires MAY 11,1997 p U SIGNER IS REPRESENTING: WITNESS my hand and official seal. NAME OFPERSON S)OR ENTITY(IES) sddl SIGNATURE OF446TARY OPTIONAL SECTION e THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT Sri,rYJ THE DOCUMENT DESCRIBED AT RIGHT: NUMBER OF PAGES DATE OF DOCUMENT 7 99� .3 v v' Though the data requested here is not required by law, itcould prevent fraudulent reattachment of this form. SIGNER(S)OTHER THAN NAMED ABOVE ©1992 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 -�CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5193 r -Slate of a OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER County of Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. On a 3 before me, ❑DATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,NOTARY PUBLIC" INDIVIDUAL f3�PORATE OFFICER(S personally appeared 1 NAME(S) E(S)o IGNER� (� TITLE(S) Op-e-r-sonally known to me- OR - ❑ proved to me on the basis of satisfactory evidence ❑ PARTNER(S) ❑ LIMITED to be the person(s) whose name(s).i re ❑ GENERAL subscribed to the within instrument and ac- ❑ATTORNEY-IN-FACT knowledged to me that he/sh e, xecuted ❑TRUSTEE(S) the same in his/her heir authorized ❑GUARDIAN/CONSERVATOR F capacity(ies), and that y his/her ei •' ~� LINDA SUE SURACI signature(s) on the instrument the person s), ❑ OTHER: Notrny PUb11C-CCMf0rrJ0 or the entity upon behalf of which the ORANGE COUNTY person(s) acted, executed the instrument. August 21 1 Expires SIGNER IS REPRESENTING: W ITN E my hand and official Seal. NAME OF PERSON(S)OR ENTITY(IES) SIGNATURE e F NOTARY c OPTIONAL SECTION HIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT HE DOCUMENT DESCRIBED AT RIGHT: r NUMBER OF PAGES DATE OF DOCUMENT Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. SIGNER(S)OTHER THAN NAMED ABOVE ©1993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 5 . Duration and Termination of Covenants . All covenants contained in the DDA, as referenced herein, shall be covenants running with the land. Developer' s obligation to develop the Site as described in the DDA and Paragraphs 2 and 3 ( a) hereof, and the covenants and restrictions set forth in Paragraph 3 (d) herein, shall terminate and shall become null and void upon recordation of a Certificate of Completion pursuant to Section 322 of the DDA. The covenants and restrictions in Paragraph 3 (b) of this Memorandum relating to Grantee ' s obligation to make a certain number of residential units available to Moderate Income Households shall terminate and become null and void at the end of the "Affordability Period" as defined in Section 401( 3 ) of the DDA. The covenants contained in Paragraph 3 (c ) shall continue in effect until July 18, 2018 (the expiration date of the Redevelopment Plan) and shall become null and void at that time . Every covenant against discrimination in Paragraph 3 (e) of this Memorandum shall remain in effect in perpetuity. Not by way of limitation of the foregoing, and except as specifically set forth in the DDA, the DDA is not intended to be binding upon the purchasers of residential units developed on the Site or upon any incorporated or unincorporated association formed to own, manage, operate or maintain such units or the common areas within the Site, and nothing in this Memorandum shall be so construed. The parties have executed this Memorandum on the dates specified immediately adjacent to their respective signatures. i Executed Q , , 19 SASSOUNIAN CAPITAL VENTURES, INC . , a California corporation B y: Sohra' sLoupia'n, President By, aii Sas�souni an Its: "DEVELOPER" 05.'21/93 { 0757u/2460/42 Page 3 of 4 r Executed 7oZ, 19Q3 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH B Chairman By: 1 Executive 'birector By,: -� Director of Economic Development "AGENCY" ATTEST: Agency Clerk APPROVED AS TO FORM: Ag ncy Counsel J 05/21;93 0757u./2460/42 Page 4 of 4 EXHIBIT "A" LEGAL DESCRIPTION OF SITE Parcel H: Lots 107, 108, 113, 114, 119, 120, 125, 126, 131, 132, 137, 138, 143, 144, 149 and 150 inclusive in Block A of Tract No. 172 , in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12, Pages 21 and 22 of Miscellaneous Maps, records of Orange County, California. Excepting therefrom all oil, petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401, Page 356, Deeds, and in various other deeds of record. Parcel I : Lots 48, 53 , 54, 59, 60, 65, 66, 71, 72, 77, 78, 83 , 84, 89, 90, 95, 96, and Lots 101 to 150, inclusive of Block B of Tract No. 172, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12, Pages 21 and 22 of Miscellaneous Maps, records of Orange County, California. Excepting therefrom all oil, petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401, Page 356, Deeds, and in various ot,zer deeds of record. Parcel J: Lots 21- , 27, 33 , 39, 43 to 45, 49 to 51, 55 to 57, 61 to 63, 67 to 69, 73 to 75, 79 to 82, 86 to 88, 91 to 94, 97 to 100, 103 to 106, 109 to 112, 115 to 118, 121 to 124, 127 to 130, 133 to 136, 139 to 142 , 146 to 148 inclusive in Block C of Tract No. 172 , in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12, Pages 22 and 23 of Miscellaneous Maps, records of Orange County, California. Except the East 18. 00 feet of said Lots 82, 88, 94, 100, 106, 112., 116, 124, 130, 136, 142 and 148. Also excepting the West 6. 00 feet of Lots 21, 27, 33 and 39. Excepting therefrom all oil, petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401, Page 356, Deeds, and in various other deeds of record. 05121!93 0757u./2460J42 r Agency Parcels: LEGAL DESCRIPTION: LOTS 5, 6, 11, 12 , 17 , 18, 23 , 24, 29, 30, 35, 36, 41, 42, AND 47 , OF BLOCK "B" , AND LOTS 1, 2, 3 , 7, 8, 9, 13 , 14, 15, 19, 20 4126, 31, 32 , 37, 38, AND 145 OF BLOCK "C" , AND THE WEST 6. 00 FEET OF LOTS 21, 27 , 33 , AND 39 OF BLOCK "C" , ALL OF TRACT 172, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGES 21 AND 22, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY. EXCEPTING THEREFROM THE SOUTHERLY 10. 00 FEET OF LOTS 41 and 42 OF BLOCK "B" , AND LOTS 37, 38, AND THE WEST 6 FEET OF LOT 39 OF BLOCK "C" , ALL OF TRACT 172, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOI; 12 , PAGES 21 AND 22, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY. EXCEPTING THAT PORTION OF LOT 39 LYING WITHIN JOYFUL LANE AS DESCRIBED IN DOCUMENTS RECORDED AUGUST 12, 1983 AND OCTOBER 30, 1987 AS INSTRUMENT NOS. 83-352375 AND 87-608429, OFFICIAL RECORDS OF ORANGE COUNTY. Encvclopedia Lot No. 1: Lot 47, Block B of Tract 172 , in the City of Huntington Beach, County of Orange, State of California, as per map recorded in Book 12, Pages 21 and 22 of Miscellaneous Maps. Excepting therefrom all oil, petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 1921 in Book 401, Page 356, Deeds, and in various other deeds of record. Landscaping Strip: The southerly 10. 00 feet of Lots 41 and 42 of Block "B" , and Lots 37, 36 and 39 of Block "C" , all of Tract 172, in the City of Huntington Beach, County of Orange, State of California, as shown on a map recorded in Book 12, Pages 21 and 22, of Miscellaneous Maps, in the Office Recorder of said County; Excepting that portion of Lot 39 lying within Joyful Lane as described in documents recorded August 12, 1983 and October 30, 1987, as Instrument Nos. 83-352375 and 87-608429, Official Records of Orange County. 05%21/93 0757u/2460 i 42 -?LEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: gill, 60 um 00 LIU a vu ww 26-jAzml-—1 9-4 0—7 i—5 IQ P M C 11-3-A-A, 11 R^-- .4, -'-.L I AND WHEN RECORDED MAIL TO: rlvzr,.:Ir, T 1COMAYt Ca", S.s'liiiiTV Re c sorbet"l ?ase 1 0-1 7 Ft-:es. 0.00 T.mx. A.0n, THIS SPACE FOR RECORDER'S USE ONLY TITLE: Ajslrmkt' 64 c1rums, 7 THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) 1 1J92 Reooruing Requested By and when �recorded Return To: ,`CTTY 'OF HUNTINGTON BEACH 2000 Main Street, Huntington Beach, CA 92648 Attention: CITY CLERK RELEASE AND ASSIGNMENT OF CLAIMS THIS RELEASE AND ASSIGNMENT OF CLAIMS (the "Release") is hereby made as of a Z , 1993, by the CITY OF HUNTINGTON BEACH, a California municipal corporation and chartered city (the "City"), and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency"), in favor of-Le.roy B_ Collins and Yolanda my Collins ("Collins"). RECITALS A. The Agency and Collins-Zweibel Development ("Collins-Zweibel") entered into a "Participation Agreement" dated as of December 20, 1982, with respect to certain real property located within the City of Huntington Beach which is described in the Legal Description attached hereto as Exhibit A and incorporated herein by reference (the "Property"). B. Pursuant to a judgment of partition entered in Orange County Superior Court Case No. 51-61-47, entitled Robert H. Zweibel, et al, v. Leroy H. Collins, et al, the interest of Collins-Zweibel in and to the Property pursuant to the Participation Agreement has been sold. C. The Agency, by Resolution No. 225 approved on July 20, 1992, gave notice to Collins-Zweibel and its successors of the Agency's election to terminate the Participation Agreement. D. The Agency and Sassounian Capital Ventures, Inc. have entered into a "Disposition and Development Agreement," pursuant to which the Agency has agreed to convey to Sassounian Capital Ventures, Inc. a portion of the Property, and Sassounian Capital Ventures, Inc. has agreed to develop certain condominium units thereon. E. Section 202(5) of the Disposition and Development Agreement requires the Agency and the City to execute a release and waiver of all claims against Collins with respect to the Property, upon the execution by. Collins of a mutual release and waiver of the City and the Agency with respect to the Property. Collins has executed such release and waiver and a copy thereof has been delivered to the Agency and the City. NOW, THEREFORE, the City and the Agency do agree as follows: 1. Release. The Agency and the City hereby release any and all claims that they may have against Collins with respect to the Property or the Participation Agreement. The Agency acknowledges that the Participation Agreement has been terminated and abandoned and is of no further force or effect. The Agency and the City further acknowledge that there are no other agreements or understandings between Collins and the City or Agency with respect to the Property or the Participation Agreement. 2. Civil Code Section 1542 Waiver. The City and the Agency each make the above release with full knowledge of Civil Code Section 1542 and hereby waive any and all rights thereunder. Section 1542 of the Civil Code provides as follows: i'his docu;ient is solely ror the Official . .7,s of the City of as contem— plt�:a Code V Sec:, C. 013 and sho,_?.d be recorded f I'e.•: U i' r`.. I' CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5193 llsssssssm State of ew� OPTIONAL SECTION �A_- CAPACITY CLAIMED BY SIGNER „County of l�l�JJ Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. On before me, d• ig pa.vr-cv , ❑INDIVIDUAL DATt NAME,TITLE OF gWFICER-E.G.,"JA E DOE,NOTA PUBLIC" CORPORATE OFFICER(S) personally appeared NAME(S)OF SIGNER(S) TITLE(S) personally known to me- [] PARTNER(S) LIMITED to be the person(sj. whose nameUs is/are [] GENERAL subscribed to the within instrument and ac- ❑ATTORNEY-IN-FACT knowledged to me that he/sWthey executed ❑TRUSTEE(S) the same in #i.&�their authorized GUARDIAN/CONSERVA O_ �r capacity(ies , and that by b+z�their ETHER: MAYBRICEL.JOHNSON signature( on the instrument the person(sj, COMM.#991835 or the entity upon behalf of which the Notary Public—California person(sj_acted, executed the instrument. Z r ' ORANGE COUNTY My Comm.Expires MAY 11,1997 SIGNER IS REPRESENTING: official seal. NAME OF PERSON(S)OR ENTITY(IES) WITNESS my hand and O SIGNATURE OFA6TARY OPTIONAL SECTION , THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMEN THE DOCUMENT DESCRIBED AT RIGHT: NUMBER OF PAGES DATE OF DOCUMENT Z Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. SIGNER(S)OTHER THAN NAMED ABOVE ©1992 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 t• "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor." IN WITNESS WHEREOF, this Release has been executed as of the date first set forth above. CITY OF HUNTINGTON BEACH, a California municipal corporation and chartered city By, Mayor By,: City Manager "CITY" ATTEST: City Clerk r { APPROVED AS TO FORM: City Altorney 11 X3 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a California municipal corporation and chartered city By: �✓ Chairman _ 'Executive Director By: Director of Economic Development "AGENCY" ru13L:6531_113191B2460.42 2 ATTEST: Agency Clerk APPROVED AS TO FORM: Stradl ng, YocA Carlson & Rauth Agency Special Counsel PUBL:6531_1 13191 B2460.42 3 ' Exhibit A (continued) CITADEL SERVICE CORPORATION PROJECT DESCRIPTION OF PROPERTIES TO BE DEDICATED OR CONVEYED NOTE: Exact legal descriptions of the parcels, as delineated on the preceding street and easement dedication map, will be established following a field survey to be paid for by Agency. The parcels are all located within Tract No. 172 as shown on a map recorded in Book 12, page 22, of Miscellaneous Maps in "the Office of the County Recorder of Orange County, California, and can be generally described as follows: Parcel lA Lots 4, 5 and 6 of Block A, except for the southerly 5.85 feet f and lots 1, 2, 3 and 4 .of Block B, except for southerly 5.85 feet ±; and lots 101 and 102 , a portion of lot 100 and the southerly 2 feet of lots 95 and 96 of Block A; and lots 97 , 98, 99 and 100 and the southerly 2 feet of lots 91, 92 , 93 and 94 of Block B. Parcel 1B An easterly portion of lots 2 , 8, 14, 20, 26 and 5; and a westerly portion of lots 3; 9, 15, 21, 27, 33, 39, 45, 51 and 57 of Block A. Parcel 1C A westerly portion of lots 40, 46, 52 , 58, 64 , 70, 76, 82 , 88 and a westerly portion of the northerly 23 feet of lot 94 of Block A. Parcel 1D An easterly portion of lots 3, 9, 15, 21, 27 and 33 of lot A. Parcel 2 Lots 13, 14, 15, 16 and 17 of Block E; and lots 73, 74, 75, 79, 80, 81, 85, 86, 87, 91 , 92, 93, 97, 98, 99 and a westerly portion of lot 100 of Block A. 1 PR4147E ,$T UT/ES Z AMCMEIV 7 rQcaERr I - f U3L�C STREET I WIC4 r/ON %tlwG ^rI PM r r r r r M0 � r�Iwrlrl�a •w1a+r� �f1 �r»_ � C07 ��1J ' 'rR,4c r 2 _ _ 71 10 .11 l?_ _ _ 7 IR '9_ IO_ _ !l� ,l2 T r? 47 _ JC4 8 per+ / / A 13 l z l r� ` \� ��IG�+''^� a (i 6 I/6 17_ _ _ !P , 14 _ -417 2? �23 2c 2 19 '20 21 \'� ?2 "5 13 'P4 _ 19 �5 _ ?E 12r � -_ _ 2P. _ _ 29 36_i O_ _ 25 26- - - - 29_ 1 - - I - I I� ;I .35 �j S- - -31 ",�J 33 �34- _ 35 _ 36 _ 31 - _ - - _ 3 1T* 41 62 I;? 37t�1 3E 3_9 _ laD - c/ 42_ _ 3T 36_ _ _ _ _ s,_ 1Cc°G'� 5_2_}..455 .7 `,. r 4� 4 4cS i\ 5Q52 5.3 9 5153 5` Wi :� S, - °�Kg-y38) 1 <r� \6 A; 9 F 56 57 �5 60 55 56 _ � 66 13 I84 s5 F`� s T� 51V ll ' 64 65 .J) r �r IR 169 _ _ ,JI_ _ I r? 67 _ - -66 I6 � � 71_ O 78- - 13 �<_ Ir5 _ '/Tl 77 _ _TB _ _j�3 I _74.75 1_- _ - + ITI7 t S; 84 - 179 - tee^ 2`J 8i _ - r 29 nx 84 _ J_9 80_ _ 81 62 _83 l 5 6v, , ao IZ :,- _ '85_ _.8666 87 - - .P 50 D9 O _ _ ;85 9 ,66 _ ,67 _ 88_ .89 a l OR o 101 - *G2 _ 497 98 - '99 _ 0_O COI- IIti -4 Ali. 4 ;/pa _ I10 '15 .116 117 13 9 120 6 IIT '118 'Jig_ - _ r _ - _ � t 1� 1/21 4 2 - 12.1 ' ,1 ! +2 I- - _ _ _I2 _ � - _ �- � � - e_. 5-. '131 }3? J2T '129 30 '131 Y29 134 t�31 l' y RR 1 7 - _ _ _ ,36 _ 13T f4- - I - r364 l3 } ' j?n 140 14/ 142 l43_ 144 J39 140 !4I 142 '43 /4 4 / c _ 1 I I 'F .49 �� R { ,a5 146 ,IaT •148 /49 •150 145 .c6 re7 .. raP <o .>� .150 �s� raF .•c7 Trr i�rl�mrl M I Some VMS M r M r r r mrr 111111 r]M r 1 i I - i rr CITY OF HUNTINGT�N BEACNTr CLEA ORK '_ITY 7F INTER-DEPARTMENT COMMUNICATIO[WUHtENr,T .r, 7itC14, HUNTINGTON BEAC14 Jum 30 3 55 Pik '93 TO: Connie Brockway, City Clerk FROM: Stephen V. Kohler, Project Manage SUBJECT: Sassounian Capital Ventures, Inc. {Seaview Village} Disposition and Development Agreement DATE: June 29, 1993 Connie, attached please find a copy of the Disposition and Development Agreement between Sassounian Capital Ventures, Inc. (Seaview Village) and the Redevelopment Agency of the City of Huntington Beach. A 33433 Summary Report and Affordable Housing Analysis from Keyser Marston Associates, Inc. are also attached. A public hearing on these items has been scheduled for July 19, 1993. If you should have any questions please call. S V K:jar. Jill 1 q ppRo ��� STATE OF CAUFOANIA V Y�,t !"� County of Orange L (� 1923 I am a Citizen of the United States and a resident of the bounty aforesaid; I am over the `'' CIL age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal clerk of the HUNTINGTON BEACH INDEPENDENT, a. newspaper of general VueuCWfl- circulation, printed and pubfshed in the City of NOTICE OF ING Huntington Beach, Conn of Orange, State of HEW VIL gt County 9 s�+vlEw vlLu►OI=. Ca&fomia, and that attached Notice is a true and TALBERT BEACH REDEVELOPMENT complete copy as was printed and published in PROJECT AREA On July ig, 1993.at 7:00 the Huntington Beach and Fountain Valley as the matter treay as soon may.fter as be issues of said newspaper to wit the issue(s) of. heard, at the located Council chambers located at 2000 Main Street, Huntington Beach, Camorma, the C ty council of the City of Hun- tington Beach and the Re. development Agency of the City or Hunbnglon Beach mu hold a joint public hear. ing tq consider approval of a Disposition and Devofop. ment Agreement (the! JtIIlE 24, 1993 "Agre by and among theRedevelopment' Agency of the City of Hun.-� duly 1, 8, 1993 tinglon Beach (the "Agency and Sassounlar; Capital Ventures, Inc- The;.project is totaled south or Talbert,west of,joyful Lane and north of Happy Dnve in the Talbert•SeacR Re' development Project Area. The proposed Agreement and a staff report Including a summary of the Agree- ment is avaiiabte ipr public inspection at the office or the City in Clerk, 2000 Ma Street, Huntington Beach, California- Shoufd you de- sire Further information I declare, under penalty of perjury, that the itoncerning this matter, :tundly call Stephen Kohler foregoing is true and correct at(714)536-S562 I Connie Brockway, City Clerk,City of Hurt. Julytington Beach Executed on 8 - , 199 3-.- x000 Malt, street, at Costa Me Catiiomia HunHngtarl Beach, CA�si►28aa, t7114? 53e- 5227 -Pubjished Huntington Beach•Fountain Valley 1n•I depengcnl.tune 2a,Jury t,I Signature 8, t993 063•Fi96 J PROOF OF PUBLICATION j 0 JJ NOTICE OF HEARING SEAVIEW VILLAGE TALBERT-BEACH REDEVELOPMENT PROJECT AREA On July 19, 1993 at 7:00 P.M. or as soon thereafter as the matter may be heard, at the City Council chambers located at 2000 Main Street, Huntington Beach, California, the City Council of the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach will hold a joint public hearing to consider approval of a Disposition and Development Agreement (the "Agreement") by and among the Redevelopment Agency of the City of Huntington Beach ("the Agency") and Sassounian Capital Ventures, Inc. The project is located south of Talbert, west of Joyful Lane and north of Happy Drive in the Talbert-Beach Redevelopment Project Area. The proposed Agreement and a staff report including a summary of the Agreement is available for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California. Should you desire further information concerning this matter, kindly call Stephen Kohler at (714) 536-5582. Connie Brockway City Clerk City of Huntington Beach 2000 Main Street, Huntington Beach, CA 92648 Vult�ish53Yune Y4, 1993 July 1 & 8, 1993 City of Huntington Beach 2000 MAIN STREET CALIFORNIA 92648 DEPARTMENT OF ECONOMIC DEVELOPMENT Office of the Director 536-5582 Housing 536-5542 Redevelopment 536-5582 Fax (714)375-5087 January 31, 1994 Bijan Sassounian Seaview Estates 16373 Bolsa Chica Huntington Beach, California 92649 Dear Bijan: Subject: Executed Form of Disposition and Development Agreement It is a great pleasure to transmit herewith an executed form of the Disposition and Development Agreement by and between the Redevelopment Agency of the City of Huntington Beach and Sassounian Capital Ventures, Inc. as approved July 19, 1993. This is a photocopy of the original agreement which has been duly executed by the officials of the Redevelopment Agency and the Memorandum of Agreement has been recorded in the records of the County Recorder for the County of Orange. We l rward to construction of your project. 1f you should have any questions please call. Sincerely,/ Steph n V h Project Ntanage SVK:jar xc: Connie Brockway, City Clerk, Barbara A. Kaiser, Deputy City Administrator/a-onomic Development SENT BY:Xerox Teleoopler 7021 : 8- 8-92 v:28A ; 01-* 714 725 41004 S f 1 ' 1 i *o when.it "a ftws&ILI - I We ie;tt" will Owma+ is"e that r coungtslow 424 tranatw red, aaoigmA Id oearreryed to Ilex Vlw VilU", a Cal..ifania giaaral partaWGUP, ate► ew all riot# Utle am iateveat that t hied ritk nspon to Us gal Drd"rtY is tm City of ft5UIVtoa UWhs CaNliior>sia that L6 I ooftib" on aMbU A ■temebw borate. oiltbmt limitim tho #morslity of the g9co4oiaq, any eL&W a si4hte that i had agaWt Mw City of V=tine-cm seaoh &"/ea Los Rod*"lepmeat Ageao1 Itrola" to mm r+41 VVVorq b,ew eit>bar Ce�iasted aadler bwa tr tast+rd !a sea v1W Vii,L446. Dated wry'�. 1112 : _ ' �1�M , �a mh4ballrlwr� dab.d � F RTTACHMFNT 11 A 1 of 3 `ff SINPIMIUMOMeta WIT air %a '414d x�9�7r of 03-03-92 09:2dAM Iron t32 JGNI t5T • VI-1VeUi tX ' UUJ L-Z5-41 -F-tbFNMT ; 114D40 U40-i- -114 314 Io3U!M L Fla - 2 0 - 9 2 T H U i 7. 1. 0 6 4W a V I • w P 0z REVAU The undersigned hereby relinquishes and release3 to Sea View Village, a California gr erieml partnership, any and all claims that the undersigned may have against the City of Huntington Beach and/or the Redevelopment Agency of the City of Huntington Beach with aspect to the real property deacribed on Exhibit "A" hereto. Not by way of limitatfor. of the toregoing,the undersigned acknowledges that the Participation Agreement entered inte by and between Collies-Zweibel Development and the Redevelopment Agency dated December 24, 1982, has been terminated and abandoned by both parties and is o; no further force or effect and that there are no other agreements or understanding:betwcen the undersigned and the City/AMcy with respect to the real property described in Exhibit "A" hereto or said Participation Agre u=t. I - Aated. 1992 o . w 1 ATTACHMENT 11A '� 2 of 3 -9? 112 4 AM =R014 t&R NEWPGRT BEACH TO 9/3755087 P005/005 • . :`. SENT gYsWO Tl l ecopier 7021 ; 3. 9-92 ; 0:20AN ; 01•0 714 725 4�1004 4 A am ���{r1tltt Fob,- 21 ' rl iy qw-M► � r AOM t � � 11 � � ti , ` � ► 11 1 . i a ' AAA ! it 4 � . + ` � ' I i I log • a{ + , , � 1 � 1 {i , kift , Aw r 1 i db • � 1 1 1 j l , l + , Ai* IA IFAR • , T 1 S , _p r s a � •++ ` `� , ATTACHMENT -11A' + 3 of 3 C%1rV OF HUHTIHGTQH BEAC z L'a" r w - INTER-DEPARTMENT COMMUNICATION f 1t 6"WACTON TO: Connie Brockway, City Clerk FROM: Stephen V. Kohler, Project Manager SUBJECT: Sassounian Disposition and Develop ent Agreement-- Rejeetion of Proposed Condition DATE: September 1, 1993 You will recall when the City Council/Agency approved the captioned document it was suggested that the affordability restrictions included in the document (page 24) be altered to extend the mandatory affordability period to thirty years or perpetuity. This condition was only to be included in the DDA if it was acceptable to the developer's lender. Attached is a copy of the letter I have received this date from the attorney representing the lender rejecting this proposed additional condition. Therefore, you should have now all information necessary to execute the DDA, most particularly an approved insurance certificate, evidence of the developer deposit having been paid, and the attached letter. If you have any questions please call. SVKJar 704 j xc: Barbara A. Kaiser, Deputy City Administrator/Economic Development Jon Goetz, Stradling, Yocca, Carlson & Rauth Paul D'Alessandro, Deputy City Attorney 1,17 Drr-g7s G. HARRAvx ATTORNEY AT LAW Z?63 SOUT.+ HA94VARD fICiVL£VARD l-00 ANGI t ES.CALIFORNtA 90018 12131 737-4436 - rAx (213) 732-OL303 - August 27 , 1993 Office of the Director Housing Development CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, California 92648 Attention: Mr. Stephen V. Kohler Project Manager Re: Disposition and Development Agreement (DDA) Sassounian Capital Ventures, Inc. Dear Sir: I represent private foreign lenders, Mr, and Mrs. Parviz Naghdchi , and other private lenders who are contributing a substantial portion of the capital required to develop the project covered by your DDA approved on July 19 , 1993 . The construction loan from Mr. and Mrs. Naghdchi has not only been approved, but it has already been funded, subject to the approval of the DDA. Your letter of August 10 , 1993 to Sassounian Capital Ventures , Inc. has been reviewed and considered by the lenders , and they are of the opinion that a modification of the years imposed for affordable housing units would negatively impact on the marketability of the project and increase the risk to the lenders . Furthermore, my office has contacted the local FNMA office with respect to permanent financing, and we are informed that this agency would also have difficulty with an increase in the affordable housing term. Therefore, we respectfully reject this change of condition. Yours truly, berfini•s G. Harkavy DG11: 1 tk cc: Sassounian Capital Ventures , Inc. JJ ` CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION Ml1Ni1MGT014 GE 04CM 1 TO: Don Watson, Treasurer ��� FROM: Stephen V. Kohler, Project Mania c SUBJECT: Developer Deposit—Sassounian Cap Ventures, Inc. DATE: August 27, 1993 Attached is check from the captioned developer paid as its deposit required by the Disposition and Development Agreement (DDA) approved by the Redevelopment Agency and Council on July 19, 1993. These funds should be characterized as RedevelgpMenj Agency Ir neoffl?,. I appreciate your assistance in depositing these funds in the appropriate account. If you have any questions please call. S VK:jar 698j xe. Barbara A.-Kaiser, Deputy City Administrator/Economic Development Connie Brockway, City_Clerk :f NIOA NT SASSOUNIAN CAPITAL VENTURES. INC. E%PLANATiON� _ �.�• -� 16373.BOLSA CHICA RD (310) 393-8582 I 1031 HUNTINGTON BEACH, CA 92649 ff — 16-66-1220 'AY OUt3T X"' DOLLARS CHECK DATE TOTHE ORDER OF DESCRIPTION CHECK AMOUNT NUMBER r L-T" l Vic f Pz)-4 BANK OF AMERICA - HUNTINGTON HARBOUR BR_ 09U (714) 973-8495 16811 ALGONQUIN ST.. HUNTINGTON BEACH, CA 92649 II800 10 3 11I' I: i 2 20006r. li: 0g13 4 2-1-0 1 110,10