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Home My WebLink AboutREDEVELOPMENT AGENCY-Talbert-Beach Sassounian, B.-Seaview a„ City of Flo Huntington Beach 2000 MAIN STREET CALIFORNIA 92648 r=?: DEPARTMENT OF ECONOMIC DEVELOPMENT Office of the Director 536-5582 Housing 536-5542 Redevelopment 536-5582 Fax (714) 375-5087 April 9, 1992 Bijan Sassounian Seaview Estates 2124 Main Street Suite 170 Huntington Beach, California 92648 Dear Bijan: SUBJECT: SEAVIEW VILLAGE PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT Enclosed is a completed Schedule of Performance Attachment No. 3 to the captioned document for your review. This schedule was devised and agreed upon in a between you and Barbara Kaiser. We have received a draft of the proposed Mutual Release for Mr. & Mrs. Collins to sign and have advised our counsel that it is satisfactory. We are awaiting receipt of an executed version of this release. The hearing of the City Council and the Redevelopment Agency on the proposed Disposition and Development Agreement had been scheduled and advertised for Monday, April 20, 1992. Yesterday I was advised by the Assistant City Administrator, Ray Silver, that due to continued items from the City Council's meeting of April 6, 1992. The public hearing on your Disposition and Development Agreement cannot be accommodated on April 20 and will be postponed to Monday, May 4, 1992. The item will appear on the Council's agenda for April 20 with a recommendation to open and continue the public hearin ave any questions please call me at the number above. Sincer y op, Ste her nr• Project Mana �+ SVK:jar XC: Barbara A. Kaiser, Deputy City Administrator/Economic Development Ray Silver, Assistant City Administrator Connie Brockway, City Clerk Jon Goetz, Stradling, Yocca, Carlson & Rauth STATE OF CALIFORNIA County of Orange . I am a Citizen of the United States and a resident of the County aforesaid; I am over the 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 circulation, printed and published in the City of Huntington Beach, County of Orange, State of _ California, and that attached Notice is a true and complete copy as was printed and published in the Huntington Beach and Fountain Valley issues of said newspaper to wit the issue(s) of: April 23, 1992 PUBLIC NOTICE CANCELLATION. NOTICE OF - PUBLIC HEARING;. i xCITY COUNCIL/ REDEVELOPMENT 'AGENCY DISPOSITION AND DEVELOPMENT AGREEMENT _ `SEAVIEW VILLAGE TALM-'-POACH' REDEVELOPMENT PROJECT AREA. Notice is_hereby giveri that this public hearing pre= I declare,. under penalty of perjury, that the �vlously scheduled HAS BEEN QANCELLED: A foregoing is true and correct NEW HEARING.WILL BE SCHEDULED AT A LATER DATE April r i l 23 2 I Should you desire further Executed on , 199 Information concerning this California. matter,?kindly call Stephen at Costa Mesa, C Kohler•`Economic Develop- mt Qepartment;en ,at'(714)' 536-54- CCNNIE .BROXCKWA*, City `Clerk/Cierk :City CouncII R0devsiopd" Signature ment 'Agency, City."of Huntington Beach Published Huntington Beach Independent April 23,1992 043-507 i PROOF OF PUBLICATION �2'y® STATE OF CAUFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. i am a principal cleric of the HUN71NGTON BEACH INDEPENDENT, a newspaper of general PUBLIC NOTICE .NOTICE OF circulation, printed and published in the City of I PUBLIC HEARING -CITY COUNCIL/ Huntington Beach, County of Orange, State of _ REDEVELOPMENT Catifomia. and that attached Notice is a true and AGENCY DISPOSITION AND complete copy as was printed and published in AGREEMENTT the Huntington Beach and Fountain Valley SEAVIEW VILLAGE TALBERT•BEACH issues of said newspaper to wit the issue(s)of: REDEVELOPMENT PROJECT AREA Notice is' hereby given that this public hearing pre- viously scheduled for Mon- day, April.6, 1992, has been postponed. The new hearing date will be MONDAY, APRIL 26, 1992 at;7i00 P.M. or as soon thereafter as the mat- ter may be•heard, at the City Council,,chambers lo- cated at.2000 Main Street, April 9, 1992 Huntington;Beach, Califor- nia,the City Council of the City--of Huntington Beach and the`Redevelopment Agency of:the.CI oj-Hun- tington Beach"will hold a )olot public hearing to"con- older approval of a Disposi- tion and ..Development Agreement (the "Agree- ment') by and among the Redevelopment Agency, of the City of Huntington Beach (the "Agency") and Seaview,Village concerning property located on Happy rive between Talbert Av- I declare, under penalty of perjury, that the proposed Ag eement ardanus and Joul Lane. ha staff foregoing Is true and correct summary of the Agreeort In ment Is available for public in- spectlon at the Office of Executed on April 9 1 99 2 the City Clerk, 2000 Main Street, Huntington Beach, Callfomia. Should you do, at Costa Mesa, California. sire; further information � concerning. this matter,�/✓�� kindly call Stephen Kohler at(7,14)536-5457. CONNIE-:BROCKWAY, City--Clork/Clork City Signature I Council/Redevelop- ment Agency, City of Huntington Beach Published Huntington Beach Independent April 2, 9,1992 I 041.440 I. PROOF OF PUBLICATION STATE OF CAUFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal cleric of the HUNTINGTON BEACH INDEPENDENT, a newspaper of"general circulation, printed and published in the City of Huntington Beach, County of Orange, State of California, and that attached Notice is a true and , 'PUBLICENO_TICE, complete copy as was printed and published in .I irio;TICE of s f PUBLIC HEAR.ING ,-� the Huntington Beach and Fountain Valley � �ciTvcouriclu " sREDEVELOPMENTr-` issues of said newspaper to wit the issue(s)of: ItAGENCY-.z p 1 _,`'Disposition&•='3 i Development r rr ,Agreement �,,t ' +' SeavlewVlllaige v'; ;a;TALBERT-BEACH ' ¢ REDEVELOPMENT--ai March 19, 26, 1992 tiaPROJECTAREAW i COn Mondays Aprill i6l 1992, att-7:00.'p.m oi;N rsoon thereafter as the:(OV ter may be 'heard;a the -City.-Council'chambers.lo' cated4at:1000•Main Street; Hu—Mington%Beach;-Califor= nia,the•City Council`of the Cityi.64LHuntington Beach and. the,,'Redevelopment d enc of the-City of Hun- ,9..Y� aFa -�z tingtop�each,wgl hold- jointrpublic`hearingto con•; sides. rovaal of a Disposl-, tlon:"fanil Development Agreement__(the; Agree= ment") byt.and:among the Redevelopment Agencyr of the City of Huntington Beach (tt ert ggency") and tSeayl6`,Village."The pro-. I declare, under penalty of perjury, that the pgsed -A�greementi ands a ;staff,'�report mcludmg a 'summary of the Agreement' foregoing is true and correct. ii available for public m= spectlo,'n,rat�he`°:Office of the`City Glerkt 2000-Main Street Huntington'.Beaoh March 26 2 Caffomia.-Should you de= Executed on , 199— siFo'.1,u-r er. information concenjwng_�a ii"s 'mai4i at Costa Mesa, CaliforniaI kindi'y#calltSteptien_Koh'ler -a`t(714))536.5457. ' �, f6 NNIE BROCKWAY C1TY•.:GCERW/,QL'',ER;K r CIsTyY( COUNCIL`9--N E; Signature VELOPME'i -.- ENGY, g CITk1(OF'HUNT�lNGiiiON. BEACH ,- •; s, Pub'Itstie�d H'u"ritmgton Beachs Independent'March. >.+a:i 033r376 �p PROOF OF PUBLICATION NOTICE OF PREPARATION OF y . DRAFT NEGATIVE DECLARATION SEAVIEW DEVELOPMENT COMPANY TALBERT—BEACH REDEVELOPMENT PROJECT AREA Notice is hereby given that the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency") has completed an Initial Study of the project contemplated by the Disposition and Development Agreement proposed to be entered into by the Redevelopment Agency of the City of Huntington Beach and Seaview Development Co. (the "Project") in accordance with the California Guidelines implementing the California Environmental Quality Act. This Initial Study was undertaken for the purpose of deciding whether the Project may have significant effect on the environment. On the basis of such Initial Study, the Agency staff has concluded that the Project will not have a significant effect on the environment, and has therefore prepared a Draft Negative Declaration. Copies of the Initial Study and Draft Negative Declaration are on file at the Agency offices at 2000 Main Street, Huntington Beach, California and are available for public review. At its meeting on November 19, 1990 at 7:00 p.m., the Agency and the Huntington Beach City Council (the "City Council") will consider the Project and the Draft Negative Declaration. If the Agency and City Council find that the project will not have a significant effect on the environment, it may adopt the Negative Declaration. This means that the Agency and City Council may proceed to consider the Project without the preparation of an Environmental Impact Report. Any person wishing to comment on this matter must submit such comments, in writing, to the Agency prior to the start of the meeting. By: Connie Brockway City Clerk City of Huntington Beach Published Daily Pilot November 2 & 9, 1990 NOTICE OF HEARING 'D1 S a 3 -*-«w. y rt vwto& lKAA:t w t PAJ i On November 5, 1990 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 Disposition and Development Agreement (the "Agreement") by and among the Redevelopment Agency of the City of Huntington Beach (the "Agency") and Seaview Development Co. Such agreement references the project known as Seaview Village, located at Talbert Avenue, Joyful Lane, and Happy Drive within 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) 536-5542. By: Connie Brockway City ClerVe/,#n k City of Huntington Beach NOTICE OF PREPARATION OF DRAFT NEGATIVE DECLARA ION •��ow k Notice is hereby given that the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency") has completed an Initial Study of 'the project contemplated by the Disposition and Development Agreement proposed to be entered into by the Redevelopment Agency of the City of Huntington Beach and Seaview Development Co. (the "Project") in accordance with the California Guidelines 'implementing the California Environmental Quality Act. This Initial Study,was undertaken for the purpose of deciding whether the Project may have significant effect on the environment. On the basis of such Initial Study, the Agency staff has concluded that the Project will not have a significant effect on the environment, and has therefore prepared a Draft Negative Declaration. Copies of the Initial Study and Draft Negative Declaration are on file at the Agency offices at 2000 Main Street, Huntington Beach, California and are available for public review. At its meeting on November 5, 1990 at 7:00 p.m., the Agency and the Huntington Beach City Council (the "City Council") will consider the Project and the Draft Negative Declaration. If the Agency and City Council find that the project will not have a significant effect on the environment, it may adopt the Negative Declaration. This means that the Agency and City Council may proceed to consider the Project without the preparation of an Environmental Impact Report. Any person wishing to comment on this matter must submit such comments, in writing, to the Agency prior to the start of the meeting. By: Connie Brockway City Clerk/(/�eAk City of Huntington Beach Published Daily Pilot October 19 & 26, 1990 Authorized to Publish Advertisements of all kinds including public notices by Decree of the Superior Court of Orange County, California, Number A-6214, September 29, 1961, and A-24831 June 11, 1963 ' STATE OF CALIFORNIA h� PUBLIC NOTIC-E�I County of Orange NOTICE OF HEARING 0080IC N_O06- DISPOSITION 8 Clty Clerk, Clty of Hunt- DEVELOPMENT Ington Beach I am a Citizen of the nited States and a AGREEMENT NOTIGEOF SEAVIEW PREPARATION OF DR resident of the County afo esaid; I am over the NEGAT VE On November 5, 1990 at DECLARATION age of eighteen years, an not a party to Or 7:00 p.m. or as soon there DIOSITION a after as the matter may be; DEVELOPMENT interested in the below entit d matter. I am a heard, at the City Council! AGREEMENT SEAVIEW t C�hembers located at 2000 DEVELOPMENT principal clerk of the ORANG• COAST DAILY Main Street, Huntington COMPANY \ Beach, California, the City Notice is hereby given that PILOT, a newspaper of general circulation, C�o`u cil of the City of Hunt- the REDEVELOPMENT \ ington Beach and the Re AGENCY OF THE CITY OF printed and published in the City f Costa Mesa, dl a eopment Agency of the HUNTINGTON BEACH (that City of Huntington Beach will "Agency") has completed County of Orange, State of Calif0 la, and that hold a joint public hearing to an In`II al Study of the project consider approval of Dis- contemplated by the attached Notice is a true and comp) a copy as Vposition and Develop'm�en� position and Development Agreement (,the "Agree- Agreement proposed to be was printed and published in the Cos Mesa, ment") by and among the entered into by the Re-• Redevelopment Agency of development Agency of the Newport Beach, Huntington Beach, F ntaln ttheCityofHuntingfonBeach; City of Huntington Beach (the"Agency")and Seaview and Seaview Development Valley, Irvine, the South Coast eommunitie and Development Co. Such Co. (the "Projecto, in ac- agreement references the cordance with the California Laguna Beach issues of said newspaper to it pr"oje t le known as "Seaview Guidelines impmenting the Village, 1111ocated at Talbert+ California Environmental the issue(s) of: f Avenue, Joyful Lane, and Quality Act.This Initial Study Happy Drive within the was undertaken for the ` Ta`Ibert-Beach Redevelop- purpose of deciding whether / ment Project Area. The the Project may have sign�if proposed Agreement and a cant effect on the October 19, 26, 1990 staff report including a lum- ment. On the basis of such) m�ayy of the Agreement is Initial Study, the Agency available for public inspec- staff has concluded that the Lion at the Office of the Clty Project will not have a slg- Clerk, 2000 Main Street, nificant effect on they en- H�u iington 9each, Cali- vironment, and has there- fornia. Should you desire fore prepared a Draft fu rim erinformation con cern- Negative Dec6aration. frig Ihis matter, kintlly call. Copies of the Initial Study / ;Stephen Kohler at (r714) and Draft Negative Decie - / 536-5542. ation are on file at the Agen- By: Connle Brockway, cy offices at 2000 Ma n j Street, Huntington Beach, ! Gallfornia and are availab el for public review.At Its meet- ing on November 5, 1990 at 7:00 p.m., the Agency and �,� the Huntington Bee ac`h C ti y Council(the"City Council") � I will consider the Proiect and ,% 'l the Draft Negative Declar- - � ation.If the Agency and City r f,! Gouncilfind that the project will not have a significant ef- �; fact on the environment, It• I declare, under/penalty of perjury, that the mayadoplthenegativeDec- � laration.This means that the o . Agency and City Council foregoing is trye and correct. P oiec°wtthout tnsihedprep- aration of an Environmental Impact Report. Any person Execu Wd on October 26 1 gg 0 wishing to comment on this � matter must submit such at Costa Mesa, California. `ommen`s,in.riting'to the Agency prior to the start of the meeting. By: Connle Brockway, Glty Clerk, Glty of Hung Ington Beach Sign Ur D PybP lot Oc�toberel9,°26t 1990 F840! �\9 PROOF OF PUBLICATION („ NOTICE OF HEARING _/ DISPOSITION & DEVELOPMENT AGREEMENT SEAVIEW DEVELOPMENT COMPANY TALBERT BEACH REDEVELOPMENT PROJECT AREA On November 19, 1990 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 Disposition and Development Agreement (the "Agreement") by and among the Redevelopment Agency of the City of Huntington Beach (the "Agency") and Seaview Development Co. Such agreement references the project known as Seaview Village, located at Talbert Avenue, Joyful Lane, and Happy Drive within 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) 536-5542. By: Connie Brockway City Clerk City of Huntington Beach Publish: November 2 & 9, 1990 CITY OF HUNTINGTON BEACH - ! INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH i TO: Honorable Mayor and City Council Members Gail Hutton, City Attorney Connie Brockway, City Clerk FROM: Michael T. Uberuaga, City Administrator SUBJECT: ADVANCE DISTRIBUTION — SEAVIEW VILLAGE DISPOSITION AND DEVELOPMENT AGREEMENT DATE: January 10, 1992 Pursuant to Council policy, attached is an advanced copy of the captioned Disposition and Development Agreement between Seaview Partners (Bijan Sassounian) and the Redevelopment Agency for a housing project within the Talbert/Beach Redevelopment Project area. This draft is being distributed for 30 day advance review at this time and is tentatively scheduled for public hearing by the City Council/Redevelopment Agency on February 18, 1992. If you should have any questions please contact Stephen V. Kohler, Project Manager, Economic Development Department at ext. 5457. SVK:jar 0099r i i i RECEIVED CITY CLERK CITY OF HUNT Hif:TCI- _'4CH. ;tLIF.' HZR (S 8 %4 AM '9Z SUMMARY REPORT PURSUANT TO SECTION 33433 of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW on a DISPOSITION AND DEVELOPMENT AGREEMENT - by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and SEAVIEW VILLAGES A CALIFORNIA GENERAL PARTNERSHIP 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 tax increment funds, the agency must first secure ap- proval 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 informa- tion 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; 1 e 2. The estimated value of the interest to be conveyed or leased, determined at the highest uses permitted under the plan; and 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 less 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 Seaview Village ("Developer") for the purpose of constructing 50 condominium units, 25 of which are reserved for moderate income households. This report is based upon information contained in the proposed Agreement and is organized into the following four sections: 1. Description of the Proposed Agreement - 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 . Cost of the Agreement to the Acrencv - 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 Agency, provides a projection of tax increment revenues resulting from the new development and I 2 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 of the tax increment revenues generated by the new development and any other resources pledged to the payment of related ex- penses. 3. Estimated Value of the Interests to be Sold - This sec- tion summarizes the Agency appraisal of the value of the site to be sold to the Developer. 4. Purchase Price and Reasons Therefore - 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 best use consistent with the redevelopment plan for the interests conveyed. II. DESCRIPTION OF THE PROPOSED AGREEMENT A. Site and Interest to be Sold 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. The portion of the site to be conveyed by the Agency is a . 72 acre (31, 420 square feet) parcel along Tal- bert Avenue. Additionally, three "encyclopedia" parcels totaling 3 , 750 square feet will be acquired by the Agency to complete the assemblage of the subject site. 3 B. The Proposed Development The proposed development is a 50-unit condominium project with sub- terranean parking, which equates to a density of 25 units per gross acre. Twenty-five of the units must be sold to moderate income households, with the remaining 25 units being sold at market rates. C. Agency Responsibilities The Agency responsibilities can be summarized as follows: 1. Providing the . 72 acre portion of the site in a reasonable time period free and clear of recorded en- cumbrances, assessments, 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 $491,500. 2. Acquiring three residual parcels totaling 3 , 750 square feet, and selling these parcels to the developer for the appraised value of $22, 500. 3 . Providing a maximum of $750, 000 in Housing Set-Aside Funds for the purpose of funding second trust deed loans on the 25 affordable units. D. Developer's Responsibilities The developer's responsibilities under the agreement are as fol- lows: 1. The developer shall purchase the portion of the site cur- rently controlled by the Agency and residual parcels for $514, 000. 4 2 . The project must consist of 50 units, of which 25 must. be affordable for moderate income households. All of the affordable units must be set aside for first time buyers, senior citizens, or persons displaced from other housing. The affordable units must be offered to these groups first during the first 120 days of the selling period. 3 . Parking for the units must be provided in subterranean garages. 4. The quality level of the construction must be consistent with the high quality level implied in the site plan and elevations provided by McLarand, Vasquez & Partners, Inc. , the project. architects. 5. The project must meet all of the requirements contained in the Conditional Use Permit issued on March 18, 1991. 6. The developer is responsible for all off-site improve- ments costs associated with the project, except as noted in the Agreement. 7 . The developer must meet all other conditions and require- ments contained in the Agreement. III. COST OF THE AGREEMENT 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 27 years of the redevelopment project area and also in 5 terms of the present value (PV) of expenditures and receipts resulting from implementation of the Agreement. The PV of expendi- tures 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 PV of expenditures and the PV of receipts constitutes the net 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, 334, 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. While the appraised value of these parcels is $22, 500, staff has budgeted $60, 000 for total acquisition costs. 2. Through a series of acquisitions made from 1983 to 1987 the Agency currently controls 25, 920 square feet of the site to be conveyed. The total cost of these acquisi- tions was $286, 000, while the present value, assuming these funds could have instead been invested at 8% inter- est, equals $418, 000. 3. The 5, 500 square foot balance of the site to be conveyed is owned by the City of Huntington Beach. The Agency has 6 I agreed to purchase the City parcels 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 Set-Aside Funds to provide second trust deeds at a below market in- terest rate. A summary of Agency costs is shown in Table 1. B. Agency Revenues Table 1 also shows the nominal and present value amounts of Agency revenues created as a result of implementation of the Agreement. These revenues streams include the following: 1. Land Payment The developer has agreed to purchase the land currently controlled by the Agency, the City and the residual par- cels for $514, 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 end of 20 years. If owners sell their units 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 7 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 analyzed 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 8%. 3 . Tax Increment Revenue Another source of revenue to the Agency is tax increment, which is the incremental increase in property tax revenue above the current basis. It is estimated that the con- dominiums will have an assessed value of $9, 670, 000 when all units are sold. The current assessed value of the site is $672, 000 and, thus, the incremental value of the project is $8,998, 000. Assuming a first year tax rate of 1. 07% and housing set-asides equal to 20%, this results in annual property tax increment of $102 , 000. Assuming 2% annual increases in assessed value, over the remaining 27 years of the project area, the project should produce tax increment totaling approximately $2 , 845, 000. The present value of the tax increment generated by the project is $1, 026, 000. 8 C. Comparison of Expenditures and Revenues A comparison of the expenditures and revenues discussed above results in the following tabulation: Total Dollars Present Value Over 27 years Over 27 years -------------- ------------- Total Agency Revenues $ 4,859, 000 $1,862 , 000 Less: Agency Costs 1,202, 000 1, 334, 000 Net Gain (loss) $ 3, 657, 000 $ 528, 000 The analysis above indicates that as a result of implementation of the Agreement, the Agency can expect to realize a gain over the 27- year period of over $3 . 6 million in actual dollars. On a present value basis, project revenues exceed project costs by slightly over $500, 000. These gains do not include the present value of any equity participation the Agency may receive. IV. ESTIMATED VALUE OF INTEREST TO BE CONVEYED The value of the interest to be conveyed has been computed at its highest and best use under the zoning codes and general plan of the City and the redevelopment plan. Under these constraints, Keyser Marston Associates, Inc. has estimated that a low to medium density townhome development would generate a land value of $925, 000 for the Agency parcel. 9 V. LAND PAYMENTS AND REASONS THEREFOR 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 25 units affordable to moderate income households. This large number of affordable units has increased the density of the project to the point that the developer must provide parking in subterranean garages, which significantly impacts the project economics. In a reuse analysis prepared in August of 1991, Keyser Marston As- sociates, Inc. determined the fair reuse value of the Agency par- cel, given all of the project considerations, to be $605, a00. After consideration for $89, 000 in off-sites/infrastructure im- provements constructed by the developer, the net reuse value was estimated at $516, 000. This is within 1% of the $514, 000 land price set forth in the Disposition and Development Agreement. 90544.HTB 14066. 0040 10 TABLE 1 ESTIMATED NET AGENCY COSTS BEACH & TALBERT CONDOMINIUMS HUNTINGTON BEACH, CALIFORNIA ABSOLUTE PRESENT DOLLARS VALUE AGENCY COSTS ......... "'-""" ....................... SITE ACQUISITION COSTS PREVIOUS ACQUISITIONS $286,000 S418,000 CITY PARCELS 106,000 106,000 RESIDUAL PARCELS 60,000 60,000 SECOND TRUST DEEDS 750,000 750,000 ......... ......... TOTAL AGENCY COSTS $1,202,000 $1,334,000 AGENCY REVENUES ----------------------- DEVELOPER LAND PAYMENT AGENCY/CITY OWNED PARCELS $491,500 $491,500 RESIDUAL PARCELS 22,500 22,500 REPAYMENT OF 2ND TRUST DEEDS 1,500,000 322,000 TAX INCREMENT REVENUE 2,845,000 1,026,000 TOTAL AGENCY REVENUES $4,859,000 $1,862,000 NET AGENCY REVENUES / (COSTS) $3,657,000 $528,000 DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, AGENCY AND SEAVIEW VILLAGE, DEVELOPER i Le � TABLE OF CONTENTS I . [ §100] SUBJECT OF AGREEMENT . . . . . . . . . . . . . . . . A. [ §101 ] Purpose of Agreement . . . . . . . . . . . . . . . . B. [ §102 ] The Redevelopment Plan . . . . . . . . . . . . . . C. [ §103 ] The Site and the Encyclopedia Lots . . D:= [ §104] - Parties to the Agreement . . . . . . . . . . . . 1. 1 §105] The Agency . . . . . . . . . . . . . . . . . . . . . 2. [ §106] The Developer . . . . . . . . . . . . . . . . . . 3 . [ §107] 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. [ §109 ] Developer Deposit . . . . . . . . . . . . . . . . . . . II . [ §200] ACQUISITION AND DISPOSITION OF THE SITE . . . . . . . . . . . . . . . . . . . . . . . . . A. [ §201 ] Assembly of the Site . . . . . . . . . . . . . . . . B. . [ §202 ] Disposition of the Agency Parcels and Encyclopedia Lots . . . . . . . . . . . . . . . C. [ §203 ] Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D. [ §204] Conveyance of Title and Delivery of Possession . . . . . . . . . . . . . . . . . . . . . . . . . . E. [ §205 ] 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 . . . . . . . . . . . . . . . . . . . . . W J. [ §210) Taxes and Assessments . . . . . . . . . . . . . . . K. [ §211 ) Occupants of the Agency Parcels and Encyclopedia Lots . . . . . . . . . . . . . . . L. [ §212 ] Physical Condition of the Agency Parcels and Encyclopedia Lots . . . . . . . M. [ §213 ] Preliminary Work . . . . . . . . . . . . . . . . . . . . N.- - [ §214) Conditions Precedent to the Conveyances . . . . . . . . . . . . . . . . . . . . . . . . . 0. [ §215] Zoning of the Site P. [ §216] Submission of Evidence of Financing Commitments and Loan Closing . . . . . . . . Q. [ §217 ] Relocation . . . . . . . . . . . . . . . . . . . . . . . . . . III . [ §300) DEVELOPMENT OF THE SITE . . . . . . . . . . . . . A. [ §301 ] Development of the Site . . . . . . . . . . . . 1. [ §302 ] Scope of Development . . . . . . . . . . . 2 . [ §303 ] Site Plan . . . . . . . . . . . . . . . . . . . . . . 3 . [ §304] Construction Drawings and Related Documents . . . . . . . . . . . . . . 4. [ §305] Review and Approval of Plans, Drawings, and Related Documents . . . . . . . . . . . . . . . . . . . . . . 5. [ §306] Cost of Development . . . . . . . . . . . . 6. [ §307 ) Construction Schedule . . . . . . . . . . 7 . [ §308] Indemnity, Bodily Injury and Property Damage Insurance . . . . . . 8. [ §309) City and Other Governmental Agency Permits . . . . . . . . . . . . . . . . . 9 . [ §310] Rights of Access . . . . . . . . . . . . . . . 10. [ §311 ] Local, State and Federal Laws . . 11 . [ §312 ) Non-Discrimination . . . . . . . . . . . . . 12 . [ §313 ] Taxes and Assessments . . . . . . . . . . ( ii ) B. [ §314] Grant of Easements . . . . . . . . . . . . . . . . . . C. [ §315 ] Mortgage, ' Deed of Trust, Sale and Lease-Back Financing; Rights of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1. [ §316] No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease-Back for Development . . . . . 2 . [ §317 ] Holder Not Obligated to Construct Improvements . . . . . . . . . 3 . [ §318] Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure . . . . . . . . . . . . . . . . . . 4. [ §319] Failure of Holder to Complete Improvements . . . . . . . . . . . . . . . . . . . S. [ §320] Right of the Agency to Cure Mortgage or Deed of Trust Default . . . . . . . . . . . . . . . . . . . . . . . . D. [ §321 ] Right of the Agency to Satisfy Other Liens on the Site After Title Passes . . . . . . . . . . . . . . . . . . . . . . . . E. [ §322 ] Certificate of Completion . . . . . . . . . . . IV. [ §400] USE OF THE SITE . . . . . . . . . . . . . . . . . . . . . A. [ §401 ] Affordable Housing . . . . . . . . . . . . . . . . . . B. [ §402 ] Use in Accordance with Redevelopment Plan; Nondiscrimination . . . . . . . . . . . . . C. [ §403 ] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction . . . . . . . . . . D. [ §404] Maintenance of the Site . . . . . . . . . . . . . E. [ §405 ] Best Efforts to Sell Residential Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V. [ §500 ] DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . A. [ §501 ] Defaults -- General . . . . . . . . . . . . . . . . . (iii ) B. [ §502 ] Legal Actions . . . . . . . . . . . . . . . . . . . . . . . 1 . [ §503 ] Institution of Legal Actions . . . 2 . [ §504] Applicable Law . . . . . . . . . . . . . . . . . 3. [ §505 ] Acceptance of Service of Process . . . . . . . . . . . . . . . . . . . . . . . . C. [ §506] Rights and Remedies Are Cumulative . . D. [ §507 ] Inaction Not a Waiver of Default . . . . E. [ §508] Remedies and Rights of Termination Priorto Conveyance . . . . . . . . . . . . . . . . . 1. [ §509] Damages . . . . . . . . . . . . . . . . . . . . . . . . 2 . [ §510] Specific Performance . . . . . . . . . . . 3 . [ §511] Termination by the Developer Prior to the Conveyance . . . . . . . . 4. [ §512 ] Termination by the Agency Prior to the Conveyance . . . . . . . . . . . . . . F. [ §513 ] Remedies of the Parties for Default After the Conveyance . . . . . . . . . . . . . . . . 1 . [ §514] Termination and Damages . . . . . . . . 2 . [ §515] Action for Specific Performance . . . . . . . . . . . . . . . . . . . . G. [ §516] Reentry and Revesting of Title in the Agency After the Conveyance . . . . . H. [ §517 ] Option to Purchase Upon Default . . . . . VI . [ §600] GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . A. [ §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) F. [ §606J Memorandum of Agreement . . . . . . . . . . . . . G. [ §607 ] Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . VII . [ §700] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . ATTACHMENTS Attachment No. 1 Site Map Attachment No. 2-A Legal Description (Developer 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. 4 Grant Deed (Agency Parcels and Encyclopedia Lot No. 1) Attachment No. 5 Grant Deed (Encyclopedia Lot Nos. 2 and 3) Attachment No. 6 Declaration of Conditions, Covenants and Restrictions for Property Attachment No. 7 Scope of Development Attachment No. 8 Certificate of Completion for Construction and Development Attachment No. 9 Memorandum of Disposition and Development Agreement (v) DISPOSITION AND DEVELOPMENT AGREEMENT This Disposition and Development Agreement ( "Agreement" ) is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency" ) and SEAVIEW VILLAGE, a California general partnership (the "Developer" ) . The Agency and the Developer hereby agree as follows: I . [ §100] SUBJECT OF AGREEMENT A. [ §101 ] Purpose of Agreement The purposes of this Agreement are to effectuate the Redevelopment Plan (as hereinafter defined) for the Talbert- Beach Redevelopment Project (the "Project" ) by providing for the assembly, disposition and development of certain property (the "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" ) owned or to be acquired. by the Agency, in order to implement certain executory provisions of the Owner Participation Agreement between the Agency and Collins-Zweibel Development, dated on or about December 20, 1982. The Site is to be developed with approximately fifty (50) one and two 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 and Encyclopedia Lots and development of the Site as provided in this Agreement are in the vital and best interests of the City of Huntington Beach (the "City" ) and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. B. [ §102 ] 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. [ §103 ) 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 owned by the Agency (the "Agency Parcels") and certain real property owned by one or more third parties to be acquired by the Agency pursuant to this Agreement ( "Encyclopedia Lot No. 1" ) , 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 Lot No. 1 and two additional parcels owned by third parties to be acquired by the Agency pursuant to this Agreement ( "Encyclopedia Lot No. 2" and "Encyclopedia Lot No. 3" ) , 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 Seaview Village, a California general partnership composed of Bijan Sassounian and Sohrab Sassounian as its general partners. The principal office and mailing address of the Developer for purposes of this Agreement is 2124 Main Street, Suite 170, Huntington Beach, California 92648. 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. Further, by executing this Agreement each general partner O1/13/92 0756u/2460/042 -2- 1 of Developer acknowledges that such general partner understands that by operation of California law, each general partner is personally liable to the Agency for the duties and obligations of the Developer under this Agreement. Whenever the term "Developer" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest to the interest of Developer in all or any portion of this Agreement and/or the Site as herein set forth; provided, however, that except as specifically set forth in Sections 401, 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 . [ §107 ) Prohibition Against Change in Ownership, Management and Control of Developer and Prohibition Against 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 Agency has entered into this Agreement with the Developer. Consequently, prior to the Agency' s issuance of a Certificate of Completion with respect to the development to occur on the Site pursuant to Section 322 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 carry 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 Completion 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 make 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. O1/13/92 0756u/2460/042 -3- Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site or any interest therein shall not be required in connection with any of the following: ( i ) The conveyance or dedication of any portion of the Site to the City of Huntington Beach or other appropriate governmental 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 Section 302 hereof) , and/or the assignment of this Agreement may be made to an entity over which the Developer or either of its general partners 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 one or more of the general partners of the Developer 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 a general partner of the Developer shall be permitted. ( iv) Any transfer to a family member or in trust for purposes of estate planning considerations shall be permitted, provided that the Developer or an existing general partner of the Developer shall retain operational and managerial control of the development of the Site and shall remain responsible for the obligations of the Developer hereunder. (v) Any transfer of an interest in the Developer so long as an existing partner of the Developer 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 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 O1/13/92 0756u/2460/042 -4- with respect to the portion of the development in which the individual housing unit or common area is located. No assignment of the Developer' s obligations with respect to this Agreement or the Site for which Agency approval is required, and specifically excluding assignments for financing purposes (except as required for review under Section 316) and those types of assignments identified above in subparagraph (i ) above, shall be effective unless and until the proposed assignee executes and delivers to the Agency an agreement in form reasonably satisfactory to the Agency' s 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 constitute a waiver of the provisions of this Section 107 with respect to any subsequent assignment or transfer requiring the Agency' s approval. E. [ §108] Representations by the Developer and the Agency 1. Developer Representations. The Developer represents and warrants to the Agency as follows: a. The Developer is a validly created California general partnership and has and will in the future duly authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by the. Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. b. The Developer does not have any material contingent obligations or any material contractual 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 submitted to the Agency which could materially adversely affect the ability of the Developer to carry out its obligations hereunder. d. There is no action or proceeding pending or, to the Developer' s best knowledge, threatened, looking toward the 01/13/92 0756u/2460/042 -5- dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer' s best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out its obligations hereunder. Each of the foregoing items a to d, inclusive, shall be deemed to be an ongoing representation and warranty. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items a to d, inclusive. 2 . Agency Representations. The Agency represents and warrants to the Developer as follows: a. The Agency has and will in the future authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by the Agency in order to carry out, give effect to and consummate the transactions contemplated by this Agreement. b. The Agency does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of the Agency to carry out its obligations hereunder. C. Except for those legal proceedings initiated by the City of Huntington Beach to acquire the Encyclopedia Lots by eminent domain, there are no material pending or, as far as is known to the Agency, threatened, legal proceedings to which the Agency is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed to the Developer which could materially adversely affect the ability of the Agency to carry out its obligations hereunder, or which could adversely affect the enforceability of this Agreement. . Each of the foregoing items (a) through (c) shall be deemed to be an ongoing representation and warranty. The Agency shall advise the Developer in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items ( a) through (c) . F. ( §109 ) Developer Deposit The Developer has, prior to the approval 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 01/13/92 0756u/2460/042 -6- 7 T return of the deposit to the Developer in accordance with the provisions of this Agreement. The Developer Deposit, at the option of the Developer, may be in the form of (i ) cash, (ii ) cashier' s or certified check, or (iii ) a certificate of deposit at a federal or state chartered bank or savings and loan association reasonably acceptable to Agency, held in the name of the Agency, with all interest accruing to such account. The Developer may change the form of the deposit from time to time, at its option, to any other of the permitted forms of deposit. The deposit, if cash or certified or cashier' s check, shall be deposited in an account of the Agency in a bank or trust company selected by it. Subject to the provisions of this Section 109, the Agency may draw down upon and spend whatever portion of the Developer Deposit is necessary for its actually incurred expenses, including attorneys' fees, in acquiring possession of and title to the Encyclopedia Lots not currently owned by the City or the Agency, as provided for in Section 201 hereof. The Agency shall maintain accurate documentation of such expenses, which information shall be made available to the Developer on Developer' s request. Upon the termination of this Agreement as provided in Sections 511 or 512 of this Agreement, the remaining portion of the Developer Deposit after deduction of expenses, as set forth above, shall be returned to the Developer by the Agency, as provided therein. If the Developer Deposit is in the form of cash, cashier' s or certified check, the Agency shall be under no obligation to earn interest on the Developer Deposit. If the Developer Deposit is in the form of a certificate of deposit, the Developer shall be solely responsible for the rate of interest earned on such account. Upon termination of this Agreement, interest earned shall be retained by or returned to the party entitled to the retention or return of the Developer Deposit. If the "Conveyance" of the Agency Parcels and Encyclopedia Lot No. 1 (as defined in Section 204) is effected pursuant to this Agreement, the Agency shall apply the Developer Deposit (together with any interest earned thereon) to the Purchase Price. II . [ §200] ACQUISITION AND DISPOSITION OF THE SITE A. [ §201 ] Assembly of the Site 1 . The City is currently engaged in proceedings to acquire the Encyclopedia Lots by the use of eminent domain, 01/13/92 0756u/2460/042 -7- t and/or quiet title or other actions which the City and/or Agency determines to be necessary :or. prudent to obtain title. Subject to delays outside the Agency' s reasonable control, the Agency shall exercise its best reasonable efforts to complete and/or cause the City to complete the acquisition of the Encyclopedia Lots as soon as practicable. At the Agency' s discretion, the Agency and/or City may obtain the law firm of Rutan & Tucker, or other special legal counsel mutually agreeable to both parties, to be employed to handle the eminent domain action with respect to the Encyclopedia Lots. In the event that the Agency and its legal counsel determine that new legal proceedings must be filed in order to acquire all or a part of the Encyclopedia lots, the Agency shall first attempt in good faith to negotiate the acquisition of such Encyclopedia Lots, and to present to each owner the offer which is required to be made pursuant to Government Code Section 7262 . 7 and Code of Civil Procedure Section 1245, 235. If such offers are not accepted, the Agency shall duly schedule, notice and hold a public hearing at which it will consider the adoption of a resolution or resolutions of necessity to consider the authorization of acquisition of such Encyclopedia Lots by eminent domain. Following public hearing the Agency will determine in its sole and absolute discretion whether or not to adopt the resolution or resolutions of necessity and to proceed with the eminent domain. In this regard, the Agency undertakes no obligation to the Developer hereunder to adopt any resolution of necessity, and does not prejudge or commit to the Developer regarding the findings and determinations to be made by the Agency with respect thereto. In the event the Agency does not elect to acquire such Encyclopedia Lots by eminent domain as set forth herein, the Agency shall not be in default under this Agreement. Provided that the Agency and/or City retains Rutan & Tucker as its special legal counsel with respect to such actions, the Developer shall, within five (5) days of the Agency' s approval of this Agreement, deliver to the Agency an advance installment of the Purchase Price ( as defined in Section 202 ( 1 ) hereof) in the amount of Twenty-Five Thousand Dollars ($25, 000) (the "Advance" ) in cash, cashier' s check or certified check. No interest shall accrue upon the Advance. The Advance shall be in addition to the Developer Deposit. The Agency shall have the right to draw down upon and to spend whatever portion of the advance is necessary for special counsel legal fees and other costs of litigation with respect to the eminent domain or other actions for the acquisition of the Encyclopedia Lots. Upon the conveyance of the Agency Parcels and Encyclopedia Lot No. 1, the Agency shall apply the full amount of the Advance as a credit against the Purchase Price for the Agency Parcels and Encyclopedia Lot No. 1, and may retain any remaining portion of the Advance, if any. 01/13/92 0756u/2460/042 -8- In the event that this Agreement or the portion of the Agreement with respect to Encyclopedic Lot Nos. 2 and 3 only, is terminated for any reason, the remaining portion of the Advance shall be returned to the Developer, but the Developer shall not be entitled to reimbursement of the portion of the Advance which has been expended for the purposes hereof. The Developer acknowledges that this Agreement shall not affect in any manner the conduct of any actions which may be taken by the Agency or the City with respect to acquisition of the unacquired portion of the Encyclopedia Lots, and- that the Agency retains full discretion concerning any proceedings and actions. The Agency or its legal counsel shall periodically inform the Developer of the status of the litigation and negotiations concerning the acquisition of the Encyclopedia Lots. 2. If for whatever reason neither the Agency nor the City is able to acquire legal title to the Encyclopedia Lots in the condition described in Section 206 herein by the time set forth in the Schedule of Performance (Attachment No. 3) , the Agency covenants that it or the City will obtain by that date possession of the Encyclopedia Lots pursuant to an order or orders of prejudgment possession or other appropriate order, and will convey such possessory right to the Developer in order to enable the Developer to proceed on a timely basis with construction of the Improvements and sale of the completed condominium units. In such event, and notwithstanding any other provision of this Agreement to the contrary, the Agency shall provide to the Developer a copy of an effective order or orders of prejudgment possession as to the portion of the Encyclopedia Lots for which fee title has not yet been acquired, and: (i ) the Agency shall deliver title to the Agency Parcels and the portion of the Encyclopedia Lots as to which the Agency holds title, and possession of and the right to any subsequently acquired title or claim or title to the balance of the Encyclopedia Lots; and ( ii ) the Agency shall diligently proceed with the eminent domain action seeking the rendering of a final judgment and order as to any portion of the Encyclopedia Lots for which title has not yet been acquired, which judgment and order would authorize the taking; and 01/13/92 0756u/2460/042 -9- ( iii ) the right of possession and subsequently acquired title conveyed by the Agency to the Developer shall be sufficient to enable the Developer to obtain a title insurance policy and to close its financing for the construction of the Improvements (as defined in Section 302 herein) on the Site (as to the Site) or for the construction of other permitted improvements on other property owned by the Developer (as to the Encyclopedia Lots) and to enable the initial purchasers of the condominium units to obtain title insurance policies and financing. In such event the Agency shall convey and the Developer shall accept title to the portion of the Encyclopedia Lots that the Agency owns and possession of the remaining portion of the Encyclopedia Lots, and the. Developer shall proceed with the development of the Site, with the date of transfer of possession from the Agency to the Developer treated the same as the date for the close of Escrow (as the term is hereinafter defined) for purposes of the Developer' s obligation to proceed with and complete construction of the Improvements on the Site. Thereafter, the Agency shall complete the eminent domain proceedings as soon as reasonably possible and shall convey legal title to the Developer as soon as title has been obtained. 3 . In this regard, upon the request of the "Title Company, " as that term is defined in Section 208 below, the Agency shall execute or cause the City to execute an indemnification agreement in form satisfactory to the title company and satisfactory to the Agency by which the Agency or City, as appropriate, shall agree to indemnify the title company for any losses, damages, and expenses incurred by the title company in the event of the abandonment of the eminent domain proceedings by the Agency or City. In this regard, the Developer agrees in turn to indemnify, defend and hold the Agency and the City harmless if the abandonment by the Agency or City is justified because of a default by the Developer hereunder. Nothing herein shall be deemed to obligate the Agency to pay for any additional premium or other charge necessary for the issuance of said title policy. In the event that the Title Company declines to issue a title insurance policy under such circumstances, at the option of the Developer the Conveyance of the Encyclopedia Lots shall not occur. In the event that the Developer agrees to acquire title to the Encyclopedia Lots hereunder, Developer shall be deemed to approve the condition of title to such parcels. 01/13/92 0756u/2460/042 -10- B. ( §202 ] Disposition of the Agency Parcels and Encyclopedia Lots 1 . Provided that the Developer is not in default of this Agreement and in accordance with and subject to all of the terms, covenants and conditions of this Agreement, and at or before the time established in the Schedule of Performance (Attachment No. 3 ) , the Agency agrees to sell to the Developer . and the Developer agrees to purchase from the Agency the Agency Parcels and Encyclopedia Lot No. 1 (the "Conveyance" ) . The purchase price for the Agency Parcels and Encyclopedia Lot No. l shall be Five Hundred Sixteen Thousand Dollars ($516, 000) (the "Purchase Price" ) . The Purchase Price, less the amount of the Developer Deposit and the Advance, 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 provide to Agency an option to purchase as provided in Section 517 herein, 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, provide all of the Improvements required by this Agreement to be provided by the Developer. 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 Encyclopedia Lots Nos. 2 and 3 . The purchase price for Encyclopedia Lots Nos. 2 and 3 shall be One Dollar ($1 . 00) , together with the dedication to the City by Developer' s predecessor-in-interest to the Developer Parcel of certain public rights-of-way pursuant to that certain Owner Participation Agreement entered into by and between the Agency and Collins-Zweibel Development on or about December 20, 1982 . In this regard, Developer warrants and represents to Agency and City that Developer has succeeded to all of the right, title, and interest of Collins-Zweibel Development in and to the Site and the Encyclopedia Lots, and Developer agrees to indemnify, defend, and hold harmless the Agency and the City, and their respective officers, employees, agents and representatives from any claims, damages or losses, including attorneys' fees, arising out of or in any way related to any claim by Collins-Zweibel Development, or any partner, shareholder or principal (current or former) , successor or assignee of Collins-Zweibel Development, that City or Agency was obligated to convey the Encyclopedia Lots to Collins-Zweibel Development (or such. current or former partner, shareholder, principal, 01/13/92 0756u/2460/042 -11- successor or assignee) instead of Developer, or that Collins-Zweibel or such current or former partner, shareholder, principal, successor or assignee is entitled to any further performance under such Owner Participation Agreement. The law firm of Rutan & Tucker, as counsel to the Developer, has delivered to the Agency and the City an opinion of counsel dated December 19, 1991 that the foregoing is true based upon such counsel ' s review of all pertinent documents. The Developer acknowledges that the Agency has relied on such legal opinion in entering this Agreement and agreeing to convey its interest in the Encyclopedia Lots to the Developer. C. [ §203 ] Escrow The Agency agrees to open two (2 ) escrows with Tiempo Escrow, or with another mutually agreeable escrow company (the "Escrow Agent" ) , by the time established therefor in the Schedule of Performance (Attachment No. 3 ) : one escrow for conveyance of the Agency Parcels and Encyclopedia Lot No. 1 (the "Agency Parcels Escrow" ) and the other escrow for conveyance of Encyclopedia Lots Nos. 2 and 3 (the "Encyclopedia Lots Escrow" ) . This Agreement constitutes the joint 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 the 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 and Encyclopedia Lot No. 1 to the Escrow Agent pursuant to Section 205 of this Agreement, and the Association CC&Rs 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 Encyclopedia Lots Nos. 2 and 3 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 shall pay any applicable transfer tax. Any insurance policies covering the Agency Parcels and the Encyclopedia Lots are not to be transferred. 01/13/92 0756u/2460/042 -12- 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: 1. One-half (1/2) of the escrow fee; and 2 . 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 tax and any state, county or city documentary stamps; and 4. With respect to the Agency Parcels and Encyclopedia Lot No. 1,. the Purchase Price in cash, less the amount of the Developer Deposit and the Advance, together with any interest earned thereon; and 5. With respect to Encyclopedia Lots Nos. 2 and 3, the sum of One Dollar ($1. 00) . The Agency shall pay into 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 shall timely and properly execute, acknowledge and deliver a deed or deeds in substantially the form of the "Grant Deed" for the Agency Parcels and Encyclopedia Lot No. 1 (which is attached to this Agreement as Attachment No. 4 and is incorporated herein) and the "Grant Deed" for Encyclopedia Lot Nos. 2 and 3 (which is attached to this Agreement as Attachment No. 5 and is incorporated herein) . 01/13/92 0756u/2460/042 -13- 1 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 made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the 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 escrow have been fulfilled by the Agency and the Developer. Funds deposited as part of the Purchase Price shall not be disbursed by the Escrow Agent unless and -until the Escrow Agent has recorded the Grant Deed(s) for the Agency Parcel and Encyclopedia Lot No. 1 (Attachment No. 4) and the Association CC&Rs required to be recorded 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 escrow, if necessary or proper, to vest title in the Developer in accordance with the terms and provisions of this Agreement. All funds received in the escrow 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 of its money, papers or documents deposited 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 of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten ( 10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the parcels which are the subject of that escrow until instructed by a mutual agreement of the parties or by a O1/13/92 0756u/2460/042 -14- i court of competent jurisdiction. 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 shall 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 party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Any amendment to these escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 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. [ §204) Conveyance of Title and Delivery of Possession Subject to any extensions of time mutually agreed upon between the Agency and the Developer, the conveyance of the Agency Parcels, Encyclopedia Lot No. 1 and Encyclopedia Lots Nos. 2 and 3 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 subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency' s Executive Director. The Agency and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. Possession shall be delivered to the Developer concurrently with the conveyance of title, except as permitted in Sections 201(2 ) and 213 of this Agreement. The Developer shall accept title and/or possession on or before the dates 01/13/92 0756u/2460/042 -15- established in the Schedule of Performance (Attachment No. 3 ) for the conveyance of the Agency Parcels, Encyclopedia Lot No. 1 and Encyclopedia Lots Nos. 2 and 3 . E. [ §205 ] 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 206, 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. [ §206] Condition of Title The Agency shall convey to the Developer fee simple merchantable title to the Agency Parcels and the Encyclopedia Lots, subject to the Association CC&Rs (as required pursuant to Section 404( 1) hereof) which pertain only to the Site, and excepting the mineral rights as provided below. Said title shall be free and clear of all recorded or unrecorded liens, encumbrances, covenants, assessments, easements, leases and taxes, except for covenants and easements of record which the Developer approves in writing, the Redevelopment Plan, and the provisions contained in the Grant Deeds (Attachments No. 4 and No. 5) . The condition of title to the Agency Parcels and Encyclopedia Lot No. 1 shall be compatible with and not preclude development of the Improvements and the Developer shall 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 and Encyclopedia Lot No. 1 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 Developer understands and agrees that Encyclopedia Lot No. 1 may be conveyed to Developer prior to the Agency obtaining fee title to such parcel, pursuant to Section 201(2 ) hereof. In such case, the Developer understands and agrees that all rights to Encyclopedia Lot No. 1 acquired after the conveyance shall be automatically conveyed to the Developer (or the appropriate successor( s) in interest to Developer) upon the Agency' s acquisition of such rights. 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 surface thereof for any and all purposes incidental to the 01/13/92 0756u/2460/042 -16- i 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. [ §207 ] Time for and Place of Delivery of Deed Subject to any mutually agreed upon extension of time, the Agency shall deposit the Grant 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. [ §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 Recorder for Orange County, and shall deliver the Purchase Price (concurrent with the conveyance of the Agency Parcels and Encyclopedia Lot No. 1) to the Agency after delivery to the Developer of a title insurance policy insuring title to the Agency Parcels and Encyclopedia Lot No. 1 in conformity with Section 206 of this Agreement. I . [ §209 ] Title Insurance Concurrently with recordation of the Grant Deed (Attachments No. 4 and No. 5) conveying title to the Agency Parcels and Encyclopedia Lot No. 1, and Encyclopedia Lots Nos. 2 and 3, 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 and Encyclopedia Lot No. 1 shall be for the amount of the Purchase Price. The title insurance policy or policies for Encyclopedia Lots Nos. 2 and 3 shall be in the amount of Dollars ($ ) . The Agency shall bear that amount equal to the cost of a standard ALTA policy for the foregoing amount of coverage. All additional costs incurred for or related to such title insurance policies shall be borne solely by the Developer. The Developer may, at its option and at its cost, obtain coverage in excess of such amounts, or any endorsements. O1/13/92 0756u/2460/042 -17- T J. [ §210] Taxes and Assessments Ad valorem taxes and assessments, if any, on the Agency Parcels 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. [ §211] Occupants of the Agency Parcels and Encyclopedia Lots Possession of the Agency Parcels 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 Agency Parcels and Encyclopedia Lots The Agency has not received any notice or communication from any government agency having jurisdiction over the Agency Parcels or the Encyclopedia Lots notifying the Agency of the presence of surface or subsurface zone hazardous materials, waste, or contamination in, on, or under such parcels, or any portion thereof. Within days following the execution of this Agreement, the Developer shall investigate the environmental condition of the Site and Encyclopedia Lots Nos. 2 and 3, 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 Lots Nos. 2 and 3 . 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 the Agency Parcels and the Encyclopedia Lots found in its investigation, including the cost of investigation by the Environmental Consultant (the "Remediation Cost" ) exceeds One Hundred Thousand Dollars ( $100, 000) , then either party may O1/13/92 0756u/2460/042 -18- 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 ($100,000) or less, then the Developer shall be required to fund the first Twenty Thousand Dollars ($20,000) of the actually incurred Remediation Cost, and the Agency shall be required to fund the remaining Remediation Cost, not to exceed Eighty Thousand Dollars ($80,000) . If during the course of such remediation work the Environmental Consultant gives notice to the parties that the projected Remediation Cost exceeds One Hundred Thousand Dollars ($100,000) , then either party may terminate this Agreement in the manner specified in the preceding paragraph; provided, however that if one of the parties, at its option, agrees to pay the excess of the actually incurred Remediation Cost over One Hundred Thousand Dollars ($100,000) , the other party may not terminate this Agreement. The Developer and the Agency shall comply with CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980) 42 U. S.C. §9601, et seq. , and California Health and Safety Code §§ 25100, et seq. , 25300, et seq. , 25280 et seq. Upon the Conveyance of the Agency Parcels 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 governmental 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 City in their ownership or operation of the Agency Parcels 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 01/13/92 0756u/2460/042 -19- 1 the Agency. Parcels, 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 parcels 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 development. 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 right the Developer may have against any person or entity, other than the Agency or the City, relating to the physical condition of the Agency Parcels, the Encyclopedia Lots or the Site. M. [ §213 ] Preliminary Work Prior to the conveyance of title or possession, representatives of Developer shall have the right of access to all portions of the Agency Parcels 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 pursuant to Section 212 hereof. Any preliminary work undertaken on the Agency Parcels by Developer prior to conveyance of title or possession thereto shall be done only after written consent of the Agency Executive Director, which consent shall not be unreasonably withheld, and at the sole expense of Developer (except as expressly provided in Section 212 hereof) . In addition, the Agency shall assist the Developer to obtain access to the Encyclopedia Lots for such purposes, including obtaining a prejudgment order for access to the Encyclopedia Lots. 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 213 . Copies of data, surveys and tests obtained or made by the Developer with respect to such parcels pursuant to this Section 213 shall be filed with the Agency within fifteen ( 15) days after receipt by the Developer. Any preliminary work by the Developer shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. 01/13/92 0756u/2460/042 -20- N. [ §214] Conditions Precedent to the Conveyances 1 . Conditions to Agency' s Obligation to Convey Agency Parcels and Encyclopedia Lot No. 1. Prior to and as conditions to the Agency' s obligation to convey the Agency Parcels and Encyclopedia Lot No. 1, 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.. 4) : - - 1. the Developer executes the Grant Deed with respect to the Agency Parcels and Encyclopedia Lot No. 1 (Attachment No. 4) ; 2 . the Developer pays into the Agency Parcels Escrow the Purchase Price ( less the amount of the Developer Deposit and the Advance, together with all interest accrued thereon) ; 3 . the Developer is not in default of this Agreement; 4. the Developer has obtained all entitlements and approvals for development of the Improvements on the Site and the City is prepared to issue grading permits for all of the Improvements immediately following the conveyance; S. the Developer provides proof satisfactory to the Agency Executive Director that the Developer has obtained a binding loan commitment for the Improvements and such loan will close concurrently with the Conveyance, as required by Section 215 of this Agreement; 6. the Developer provides to the Agency Executive Director insurance certificates conforming to Section 308 of this Agreement; . 7 . any environmental remediation required pursuant to Section 212 herein with respect to the Agency Parcels and Encyclopedia Lot No. 1 is complete, to the satisfaction of the Environmental Consultant and the Agency Executive Director; 8. the Developer has executed and recorded or delivered to the Escrow Agent for recording the Association CC&Rs, as set forth in Section 404(1) . herein; O1/13/92 0756u/2460/042 -21- 9 . The Encyclopedia Lots Escrow shall have closed or shall be prepared to close concurrently with the Agency Parcels Escrow, provided that this condition is not intended to release the Agency from its obligations to convey the Encyclopedia Lots to the Developer; and 10. the Agency has not exercised its right to terminate this Agreement pursuant to Section 512 hereof. The foregoing items numbered 1 to 10, inclusive, together constitute the "Conditions Precedent to the Agency' s Obligation to Convey. " 2 . Conditions Precedent to the Developer' s Obligation to Acquire the Agency Parcels and Encyclopedia Lot No. 1. Prior to. and as conditions to the Developer' s obligation to purchase the Agency Parcels and Encyclopedia Lot No. 1, each of the following conditions shall be satisfied (or waived by the Developer in its sole and absolute discretion) by the respective times established therefor in the Schedule of Performance (Attachment No. 3) : 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 and Encyclopedia Lot No. 1. (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 Agency Parcels and Encyclopedia Lot No. 1) on the Agency Parcels and Encyclopedia Lot No. 1 is, in 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 condition within a reasonable time; O1/13/92 07S6u/2460/042 -22- 1 5. Developer has obtained firm and binding commitments 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 and Encyclopedia Lot No. 1, if the Developer has not obtained such commitments but has failed to use its best efforts to obtain such commitments; and 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; and 8. The Encyclopedia Lots Escrow shall have closed or shall be prepared to close concurrently with the Agency Parcels Escrow. The foregoing items numbered 1 to 8, inclusive, together constitute the "Conditions Precedent to Developer' s Obligation to Acquire the Agency Parcels. " 3 . Conditions Precedent to Agency' s Obligation to Convey Encyclopedia Lot Nos . 2 and 3 . Prior to and as conditions to the Agency' s obligation to convey Encyclopedia Lot Nos. 2 and 3 to Developer, 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 pays into the Encyclopedia Lots Escrow the sum of One Dollar ($1. 00) ; and . 2 . the Developer is not in default of those provisions of this Agreement that pertain to the Encyclopedia Lots Escrow; and 3 . any environmental remediation required pursuant to Section 212 herein with respect to the Encyclopedia Lot Nos. 2 and 3 is complete, to the satisfaction of the Environmental Consultant and the Agency Executive Director. 01/13/92 0756u/2460/042 -23- The foregoing items numbered 1 to 3 , inclusive, together constitute the "Conditions::`Precedent to the Agency' s Obligation to Convey Encyclopedia Lot Nos. 2 and 3 . " 4. Conditions Precedent to Developer' s Obligation to Acquire Encyclopedia Lot Nos. 2 and 3 . Prior to and as conditions to the Developer' s obligation to acquire Encyclopedia Lot Nos. 2 and 3, each of the following conditions shall be satisfied (or waived by the Developer in its sole and absolute discretion) by the respective times established therefor in the Schedule of Performance (Attachment No. 3) : 1 . the Agency shall not be in default of this Agreement with respect to the Encyclopedia Lots Escrow; and 2 . the Agency shall have executed the Grant Deed with respect to Encyclopedia Lot Nos. 2 and 3 (Attachment No. 5) , and deposited the executed Grant 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 3 . any environmental remediation required pursuant to Section 212 herein with respect to Encyclopedia Lot Nos. 2 and 3 is complete, to the satisfaction of the Environmental Consultant and the Developer. The foregoing items numbered 1 to 3, inclusive, together constitute the "Conditions Precedent to the Developer' s Obligation to Acquire Encyclopedia Lot Nos. 2 and 3 . " 0. [ §215 ) Zoning of the Site The City Council approved on March 18, 1991 Conditional Use Permit No. 90-12 with special permits, Tentative Tract Map 14357 and Negative Declaration No. 90-23 which permits the development of the Site pursuant to this Agreement. The Developer shall be responsible to make such further appropriate application to the City of Huntington Beach as may be necessary to satisfy all provisions of the California Subdivision Map Act (Government Code Section 66410, et sec . ) , obtain all building permits, as required, and to satisfy all other local enactments pursuant thereto applicable with respect to the development of the Site, if any such further actions are necessary for the development of the Site. The Developer shall prepare or cause to be prepared a parcel map or tract map for recordation to combine and assemble the Site as a separate legal parcel or parcels . O1/13/92 0756u/2460/042 -24- P. 1 §2161 Submission of Evidence of Financing Commitments and Loan Closing As required in this Agreement and within the time established therefor in the Schedule of Performance (Attachment No. 3 ) , the Developer shall use its best efforts to obtain, and if successful shall submit to the Agency evidence that the Developer has obtained sufficient equity capital and firm and binding commitments for all financing necessary to undertake the development of the Site in accordance with this Agreement. The Developer shall close said financing concurrently with and as a condition to the conveyance of the Agency Parcels and Encyclopedia Lot No. 1 . The Agency Executive Director shall approve or disapprove such evidence of financing commitments prior to the Conveyance and within the time set forth in the Schedule of Performance. Approval shall not be unreasonably withheld or conditioned. If the Agency Executive Director shall reasonably disapprove any such evidence of financing, the Agency Executive Director shall do so by written notice to the Developer stating the reasons for such disapproval and the Developer shall promptly use its best efforts to obtain, and if successful submit to the Agency new evidence of financing. The Agency Executive Director shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this Section 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 3 . A financial statement and/or other documentation satisfactory to the Agency Executive Director as evidence of other sources of capital sufficient to demonstrate that the Developer has adequate funds to cover the difference, if any, between construction and completion costs minus financing authorized by mortgage loans. 01/13/92 0756u/2460/042 -25- Q. [ §217 ] Relocation The Agency agrees to perform all relocation -obligations, at its sole cost, required by law as a result of th execution of this Agreement and the construction of the Improvements. III . [ §300] DEVELOPMENT OF THE SITE A. [ §301] Development of the Site 1. [ §302 ] Scope of Development The Site shall be developed in accordance with Conditional Use Permit No. 90-23, Tentative Tract Map 14357, Negative Declaration No. 90-23 , 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 Nos. 2 and 3, and the Developer has made no covenants to the Agency with respect to the development of such parcels. The development 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 and/or the Agency and associated with the development of the Site (the "Off-Site Improvements" ) (the On-Site Improvements and the Off-Site Improvements are referred to collectively as the "Improvements" ) . All such development shall be at the sole cost and expense of the Developer. Upon the conveyance of title to the Agency Parcels and the earlier of possession and/or title to the other 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 development shall include any plans and specifications submitted to the City and/or Agency for approval, and shall incorporate or show compliance with all conditions and mitigation measures, if any, to the approvals referenced in Section 215 herein. 2 . [ §303 ] Site Plan The Agency acknowledges that the Developer has prepared and submitted to the City for its approval a Site Plan and related documents which conform to requirements of the City and which contain the overall plan for development of the Site. The Site shall be developed as established in this O1/13/92 0756u/2460/042 -26- Agreement and such documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of Development (Attachment No. 7) . 3 . [ §304] Construction Drawings and Related Documents By the time set forth therefor in the Schedule of Performance (Attachment No. 3 ) , the Developer shall prepare and submit to the City in form suitable for plan check, construction drawings, landscape plans, and related documents for development of the Improvements. Any items so submitted and approved in writing by the City shall not be subject to subsequent disapproval. Any items disapproved shall be revised and resubmitted within fifteen ( 15) days of disapproval. The landscaping and finished grading plans shall be prepared by a professional landscape architect or registered civil engineer who may be affiliated with the same firm as the Developer' s architect or civil engineer. During the preparation of all drawings and plans, staff of the City and the Agency and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by the City. The staff of City and the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency can receive prompt and speedy consideration. 4. [ §305] 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. During each stage of the processing for Improvements, the Agency Executive Director and the City shall have the right to reasonably require additional information subject to compliance with the Permit Streamlining Act and shall advise the Developer if any submittal of plans or drawings is not complete or not in accordance with City/Agency procedures. If the Agency Executive Director or the City determines that such a submittal is not complete or not in accordance with procedures, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance (Attachment No. 3 ) . 01/13/92 0756u/2460/042 -27- If the Developer de.si.res to make any substantial changes in the construction plans after their approval by the Agency Executive Director and the City, the Developer shall submit the proposed change to the Agency and the City for their approval . If the construction plans, as modified by the proposed change, conform to the requirements of Section .305 of this Agreement and the Scope of Development (Attachment No. 7) the Agency Executive Director and the City will approve the proposed change and notify the Developer in writing within 30 days after submission to the Agency Executive Director and the City. 5 . [ §306] Cost of Development All costs for planning, designing, and constructing the Improvements and other duties of Developer set forth in this Agreement shall be borne exclusively by the Developer. The Developer assumes the responsibility to construct and shall let contracts for or cause to be constructed all Off-Site Improvements developed pursuant to this Agreement. The Developer shall be responsible for all fees associated with development of the Improvements, including, without limitation, school facilities fees and other generally applicable impact fees. 6 . [ §307 ] Construction Schedule The Developer shall commence and complete the Improvements by the time established therefor in the Schedule of Performance (Attachment No. 3 ) . 7 . [ §308] Indemnity, Bodily Injury and Property Damage Insurance The Developer shall defend, assume all responsibility for and hold the Agency and the City, and their respective officers, agents and employees, harmless from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs) , which may be caused by any of the Developer' s activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Developer shall take out and maintain, until a Certificate of Completion for the Project is granted by the Agency, a comprehensive liability policy in the amount of Two Million Dollars ( $2, 000, 000) combined single limit policy, including contractual liability, O1/13/92 0756u/2460/042 -28- r r 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 shall pertain to all activities on the Site and adjacent put-lic rights-of-way surrounding the Site and all work on off-site public improvements. Developer shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this Section 308 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, shall also be named as additional insured in any policies of Developer' s contractors covering work under this Agreement, and such policies shall comply with this paragraph. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement shall so state. The policy shall contain a waiver 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 or modify the policy without thirty (30) days' prior written notice to Agency. 8. [ §309 ] City and Other Governmental Agency Permits Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site or within the Project Area, the Developer shall, at its 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 work. It is understood that the Developer is obligated to pay all necessary fees and to timely submit to the 01/13/92 0756u/2460/042 -29- 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 requirements of the City Code. 9. [ §310] Rights 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, so long as they comply with all safety rules. Such representatives of the Agency or of the City shall be those who are so. identified in writing by the Director of the Agency. The Agency shall 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. The Developer shall place and maintain on the Site signs indicating the respective roles of the Developer and the Agency in the Project. The cost of the signs and their installation shall be borne solely by the Developer. 10. [ §311 ] 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 laws 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 rights to contest any such laws, rules or standards. 11 . [ §312 ] Non-Discrimination Pursuant to 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 sex, martial status, race, color, religion, ancestry, or national origin. 01/13/92 0756u/2460/042 -30- I 12 . [ §313 ] Taxes and Assessments After the conveyance of title to the Agency Parcels and the earlier of title and/or possession to 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 removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time but in any event prior to said sale or transfer. B. [ §314] Grant of Easements Except as prohibited by Section 107 hereof, the Developer may grant temporary or permanent easements or permits to facilitate the development of the Site. C. [ §315] Mortgage, Deed of Trust, Sale and Lease-Back Financing; Rights of Holders 1. [ §316] No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease-Back for Development 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 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 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. 01/13/92 0756u/2460/042 -31- 2 . [ §317 ] Holder Not. Obligated to Construct Improvements The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the Improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the deed for the Agency Parcels or Encyclopedia Lot No. 1 be construed so to obligate 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 construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 3 . [ §318] 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 deliver 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, in the manner provided in this Agreement, the Improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such improvement shall be entitled, upon compliance with the requirements of Section 322 of this Agreement, to a Certificate of Completion (as therein defined) . 4. [ §319 ] Failure of Holder to Complete Improvements In 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 O1/13/92 0756u/2460/042 -32- Agreement, the holder of any 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 may purchase the mortgage or deed of trust by payment to the holder of the amount of the 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. If the ownership of the Site or any part thereof has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: a. The unpaid 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 foreclosure; 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 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 lender 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 for the purposes of this subsection f) . 01/13/92 0756u/2460/042 -33- 5 . [ §320) Right 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 construction of the Improvements on the Site or any part 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 or deed of trust default or breach of this Agreement by the Developer and incurred by the Agency in curing such default. The Agency shall also be entitled to a lien upon the Site to the extent of such incurred costs and disbursements. Any such lien shall be subject to the prior construction financing mortgages or deeds of trust. D. [ §321 ) Right of the Agency to Satisfy Other Liens on the Site After Title Passes After the conveyance of title to or possession of the Agency Parcels and Encyclopedia Lot No. 1 and prior to the completion of construction of the. Improvements on the Site, and after the Developer has had written notice and has failed after a reasonable time, but in any event not less than thirty (30) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances. E. [ §322 ) 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 shall furnish the Developer with a Certificate of Completion (in the form attached hereto as Attachment No. 8) which evidences and determines the satisfactory completion of such construction, provided that such Certificate of Completion does not release the Developer from those provisions and covenants specified in this Agreement, the 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 Improvements shall not supersede, cancel, amend or limit the continued effectiveness of any obligations relating to the maintenance, or uses, or payment of monies, or any other obligations except for the obligation to complete construction of the Improvements as of the time of the issuance of such certificate. 01/13/92 0756u/2460/042 -34- If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Developer, the Agency shall, * within forty-five (45) 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 Completion. Upon issuance of a Certificate of Completion (Attachment No. 8) for the Improvements, construction of the applicable Improvements shall be conclusively deemed to have been completed in conformity with this Agreement. The Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. IV. [ §400] USE OF THE SITE A. [ §401 ] Affordable Housing 1. Construction of Affordable Housing. The Developer covenants and agrees to develop a total of fifty (50) housing units on the Site in conformity with the Scope of Development (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. No fewer- than twelve (12) of the Affordable Units shall be "Plan B" units (two bedrooms, approximately 1110 square feet) , no fewer than eight (8) of the Affordable Units shall be "Plan C" units (two (2 ) bedrooms, approximately 1400 square feet) and the remainder of the Affordable Units shall be "Plan A" Units (two bedrooms, approximately 955 square feet) , as those terms are further defined in 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 by the Developer and the Agency Executive Director. The Developer shall construct and fixturize the Affordable Units in the same manner and to the same level of quality as the comparable market-rate units. 2 . Agency 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 commit sufficient funds to the buyer of each Affordable Unit so as to ensure that the buyer' s monthly housing payments do not exceed an "Affordable Housing Cost, " as defined in paragraph 5 of this Section 401; provided, however, that the Agency shall in no event be required to expend more than Thirty-Five Thousand Dollars ( $35, 000) with respect to any single Affordable Unit. Except as provided herein, the particular terms of the Agency' s affordable housing program 01/13/92 0756u/2460/042 -35- with respect to the Site, including without limitation whether Agency' s financial assistance shall"IS6 in the form of grants or loans, the terms and conditions of such grants or loans, and the duration of any resale controls and other restrictions placed upon the dwelling units assisted, shall be determined by Agency in its sole discretion, in compliance with applicable laws. In recognition of the fact, however, that the content of the Agency' s affordable housing program with respect to 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 implementation of such program and any amendments to 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, based upon the income and family size of each purchaser. 3 . Sale of Affordable Units. From the date Developer obtains its final public report from the California Department of Real Estate authorizing the sale of condominium units on the Site through the later of ninety (90) days thereafter or the date that is thirty (30) days after the Agency issues its Certificate of Completion for the Improvements on the Site pursuant to Section 322 (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 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 financial commitment of the Agency to finance a portion of the Affordable Unit purchase price. The Developer shall not be entitled to reject such a purchaser on the basis that the purchase price for the Affordable Unit is less than the price the Developer would receive if the unit were sold at a market price, so long as the Developer receives the compensation provided for in Paragraph 4 of this Section 401 . During the Affordability Period, Developer shall cooperate with Agency' s staff to sell such units only to qualified and eligible Moderate Income Households meeting the requirements of Agency' s affordable housing program for the Site. In addition, the Agency shall be entitled during the Affordability Period to enter a written agreement with the Developer to purchase one or more of the Affordable Units for the purpose of resale to a Moderate Income Household at a later time. After the end of the Affordability Period, Developer shall have no further obligation to reserve the Affordable Units for Moderate Income Households, and Developer shall be free to sell any of the Affordable Units to any person or household without regard to income and free of any restrictions 01/13/92 0756u/2460/042 -36- that might apply to Moderate Income Households purchasing units pursuant to the Agency' s program; provided, however, that until such dwelling units are in fact sold to other purchasers, Developer agrees to accept as purchasers on a non-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 Section 401, Developer shall have no obligations with respect to maintaining or preserving the affordability of housing units on the Site to any purchasers located by the Agency. Developer shall make 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 the following prices (the "Projected Sales Prices" ) , subject to adjustment as provided below: a. Plan A: $170, 000 b. Plan B: $189,500 c. Plan C: $206, 300 Upon the opening of escrow for. each Affordable Unit, the Developer may require the purchaser to deposit into an escrow account an amount up to ten percent (10%) of the Affordable Housing Cost for such Affordable Unit being conveyed. Upon the initial conveyance of each of the Affordable Units to a purchaser, the Developer shall be entitled to the following consideration, in cash: (a) from the purchaser, an amount equal to the "Affordable Housing Cost, " as defined below, with a portion payable from the purchaser' s deposit, and (b) from the Agency, an amount equal to the difference between ninety-five (95%) of the Projected Sales Price for such Affordable. Unit and the Affordable Housing Cost payable by the purchaser of such Affordable Unit. Upon the conveyance of each Affordable Unit, the Agency shall deposit into a separate escrow account established by the Agency an amount equal to ten percent ( 10%) of the Projected Sales Price for the Affordable Unit being conveyed. Upon the conveyance of eighty-five percent (85%) of the dwelling units on the Site (other than the Affordable Units sold to Moderate Income Households in accordance with this Section 401) , the "Actual Sales Prices" of the Affordable Units shall be determined by computing the average sales price of each unit type of the dwelling units on the Site (other than the Affordable Units) . The Actual Sales Price shall be the average sales price for that unit type, provided that the Actual Sales Price shall not be set at a price more than five percent (5%) lower or higher than the Projected Sales Price for that unit type. Upon the 01/13/92 0756u/2460/042 -37- determination of the Actual Sales Price, the Agency shall direct the escrow officer to release to the Developer the difference between the Actual Sales Price and the Projected Sales Price for each Affordable Unit which has previously been conveyed, if any. In the event that any Affordable Unit is conveyed by the Developer to a purchaser after the calculation of the Actual Sales Prices, the Developer shall be entitled at close of escrow to the payment of the Affordable Housing Cost from the purchaser. and the payment of the difference between the Actual Sales Price and the Affordable Housing Cost from the Agency. 5 . Definitions. "Affordable Housing 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 Moderate Income Household has obtained a first trust deed loan, which does not exceed thirty-five percent (35%) of One Hundred Ten Percent ( 110%) of the Orange County monthly median income (as established. from time to time by the United States Department of Housing and Urban Development) for those Moderate Income Households earning between Eighty Percent (80%) and One Hundred Ten Percent ( 110%) of the Orange County monthly median income, and Thirty-Five Percent (35%) of the actual monthly income of any Moderate Income Households which earn more than One Hundred Ten Percent ( 110%) and not more than One Hundred Twenty Percent ( 120%) of the Orange County monthly median income. "Moderate Income Households" shall mean persons or families earning not more than One Hundred Twenty percent (120%) of Orange County median income, adjusted for appropriate family size. 6. Approval of Purchasers. The Agency will not 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, shall not exceed Thirty-Five Thousand Dollars ($35, 000) . As a condition to approval, each such proposed purchaser 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 01/13/92 0756u/2460/042 -36- 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 to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser may only sell the unit at an Affordable Housing Cost to a Moderate Income Household, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. The Developer shall cooperate with the Agency 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) working days of 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 official records of Orange County, California a Declaration of Covenants, Conditions and Restrictions ( "CC&Rs" ) with respect to such Affordable Unit. The CC&Rs may, at the option of the Agency, be in the form of Attachment No. 6, attached hereto and incorporated herein by reference, or such other form provided by the Agency to reflect the terms of its program of financial assistance. The Developer shall have no obligations with respect to maintaining or preserving the affordability of the Affordable Units. B. [ §402 ] Use In Accordance with Redevelopment Plan; Nondiscrimination 1 . The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part thereof that the Developer and such successors and assignees, shall not devote the Site to any uses not specified or permitted in the Redevelopment Plan, the Grant Deeds (Attachments No. 4 and No. 5) or this Agreement for the periods of time specified therein. The foregoing covenants shall run with the land. The. Developer may assign its obligations under this Section to any homeowner' s association to which all . owners of individual dwelling units on the Site are required to join and belong. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the. sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the O1/13/92 0756u/2460/042 -39- Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use -or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the property on the basis of race, color, creed-, religion, sex, marital status, handicap; national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all. persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or . group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, ' subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or 'segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased. " (c ) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin, in the 01/13/92 0756u/2460/042 -40- r sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises. " The covenants established in this Agreement and the . Grant. Deed for the Site shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site, or any part thereof. The covenants against racial discrimination shall remain in effect in perpetuity. C. [ §403 ] Effect of Violation of the Terms and Provisions of this. Agreement 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 Project Area. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, including without limitation the option to purchase provided in Section 517, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. D. [ §404] Maintenance of the Site 1. Association Covenants. Prior to and as a condition of the Conveyance of the Agency Parcels and Encyclopedia Lot No. 1 to the Developer, the Developer shall prepare and submit to the Agency and the City Attorney' s office for their approval a Declaration of Covenants, Conditions and Restrictions ( "Association CC&Rs" ) which establishes a property owner' s association (the "Association" ) . The Association CC&Rs shall require the owners of all dwelling units constructed , on the Site to be members of the Association. The Association CC&Rs shall entitle each owner to use of the common areas and facilities to be constructed on the Site, and shall set forth an equitable apportionment of the costs of maintaining and operating such common areas and facilities. The Association 01/13/92 0756u/2460/042 -41- 1 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 any construction loan. 2 . During the period of the Developer' s ownership of the Site or any portion thereof, the Developer shall. maintain the improvements which it owns on the Site in conformity with the Huntington Beach Municipal Code- and 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 under the Scope of Development (Attachment No. 7) in a healthy condition. If, at any time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency, either the. Agency or the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. 3 . Issuance of a Certificate of Completion by the Agency shall not affect Developer' s obligations under this Section 404. Such obligations shall, remain in effect until July 18, 2018; provided, that at the time the Association accepts responsibility for the common area improvements through an express written assignment and assumption of such responsibility executed by the Developer and the Association, Developer shall have no further obligations under this Section 404 and all of the Developer' s obligations pursuant to this Section 404 shall be deemed to have been assigned to the Association; and further provided, that at the time Developer sells a particular dwelling -unit, Developer shall have no further obligations pursuant to this Section 404 with respect to such unit provided that the Developer' s obligations pursuant to Section 404 hereof with respect to such unit are assigned through an express written assignment and assumption of such responsibility executed by the Developer and the purchaser of such unit. E. [ §405 ] Best Efforts to Sell Residential Units The Developer agrees to exercise best efforts consistent with prudent business practices to sell all of the dwelling units developed on - 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 dwelling 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. 01/13/92 0756u/2460/042 -42- f f V. [ §500 ] DEFAULTS AND REMEDIES A. [ §501 ] 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 this Agreement. A party claiming a default shall give written notice of default to the other party, specifying the default complained of and the actions required to correct such default. The claimant shall not institute proceedings against the other party if the other party, within thirty (30) days from receipt of such notice, immediately and with due diligence commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy as soon as reasonably practicable thereafter. B. [ §502 ] Legal Actions 1 . [ §503 ] Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions 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 damages for any default, or to obtain any other legal or equitable remedy consistent with the purpose of this Agreement, only to a retired Judge of the Superior Court in and for the State of California (hereinafter "Superior Court" ) in the following manner: (a) The parties must agree on the Judge' s identity within five (5) days after the dispute arises or, at the end of the fifth day, the parties' respective counsel shall be authorized to agree upon the Judge' s identity and bind their clients. Failure to cooperate in this selection process waives the uncooperative 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 determined by him/her following his/her selection. Once a matter is submitted to the Judge, s/he is empowered with the full authority of a judge sitting on the bench of the Superior Court in and for the State of California 01/13/92 0756u/2460/042 -43- r r (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 the appointment 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 all other rights of relief which might otherwise be held by them. It is their intention that all of the disputes arising out of, or related to, their execution of this Agreement, or the rights or responsibilities granted or imposed by this Agreement, be resolved exclusively in the manner provided for in this Paragraph and its subparts. Consistent with this intention, the parties, by executing this Agreement, specifically acknowledge that the decisions and orders of the Judge are nonappealable and nonreviewable, and, therefore, they are waiving their rights to seek relief in the State or Federal Courts, except for the purpose of securing and confirming the authority of the Judge provided for herein, and to enforce his/her decisions and orders by confirmation pursuant to the California Code of Civil Procedure- Secticn 1280 et. seq. , or through appropriate injunctive relief. In the event that a party files any action inconsistent with the terms of this .Paragraph, then the party filing the action will be liable for all fees and costs actually 01/13/92 0756u/2460/042 -44- incurred by the other party in responding to said action, regardless of its outcome. 2 . [ §504] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3 . [ §505] Acceptance of Service of Process In the event that any action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the .Director or in such other manner as may be provided by the retired judge. In the event that any action is commenced by the Agency against the Developer, service of process on the Developer, if applicable, shall be made by personal service upon any partner or officer 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. [ §506) Rights and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. [ §507 ) Inaction Not a Waiver of Default Any failures or delays by either party in asserting . any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to . protect, assert or enforce any such rights or remedies. 01/13/92 0756u/2460/042 -45- E. [ §508 ] Remedies and Rights of Termination Prior to Conveyance 1 . [ §509 ] Damages. Prior to the Conveyance of the Agency Parcels and Encyclopedia Lot No. 1, if either party defaults with regard to any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured within the time as set forth in Section 501, the defaulting party .shall be liable to the other party for any damages caused- by such default, except as provided in Section 512 herein. .2 . [ §510] Specific Performance Prior to the Conveyance of the Agency Parcels and Encyclopedia Lot No. 1, if either party defaults under any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within the time set forth in Section 501, the non-defaulting party at its option may thereafter (but not before) seek specific performance. of terms of this Agreement in accordance with Section 503 herein. 3 . [ §511 ] Termination by the Developer Prior to the Conveyance A. In the event that prior to the Conveyance of the Agency Parcels and Encyclopedia Lot No. 1 the Developer is not in default of the Agreement and: ( a) any of the Conditions Precedent to Developer' s Obligation to Acquire the Agency Parcels and Encyclopedia Lot No. 1, as described in Section 214(2 ) of this Agreement, have not been timely satisfied (or waived by the Developer in its sole and absolute discretion) ; or (b) The Environmental Consultant determines that the Remediation Cost exceeds 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 01/13/92 0756u/2460/042 -46- (c) The Agency is in default of this Agreement and has not cured or commenced to cure such default within the time period set forth in Section 501 hereof; then, subject 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 and Encyclopedia Lot No. 1 (and the Site) shall terminate and be of no further force and effect and the remaining portion of 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 and Encyclopedia Lot No 1 (or the Site) under this Agreement; provided, however, that such a termination shall not affect the parties' obligations with respect to Conveyance of Encyclopedia Lot Nos. 2 and 3, 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. 2 and 3 the Developer is not in default of the Agreement and: (a) any of the Conditions Precedent to Developer' s Obligation to Acquire Encyclopedia Lot Nos. 2 and 3, 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 Encyclopedia Lot Nos. 2 and 3 and has not cured or commenced to cure such default within the time period set forth in Section 501 hereof; then, subject 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 Encyclopedia Lot Nos. 2 and 3 shall terminate and be of no further force and effect; thereafter, neither the Agency nor the Developer shall have any further rights or liability to the other with respect to Encyclopedia Lot Nos. 2 and 3 under this Agreement; provided, however, that such a termination shall not affect the parties' obligations with .respect to Conveyance of the Agency O1/13/92 0756u/2460/042 -47- Parcels and Encyclopedia Lot No. 1 , and, in addition, shall not deprive the Developer of its damages remedy pursuant to Section 509 hereof. . 4. [ §512 ] Termination by the Agency Prior to the Conveyance A. In the event that prior to the Conveyance the Agency is not in default of this Agreement and: (a) any of the Conditions Precedent to Developer' s Obligation to Acquire the Agency Parcels and Encyclopedia Lot No. 1, as described in Section 214(1) of this Agreement, have not been timely satisfied (or waived by the Agency in its sole and absolute discretion) ; or (b) the -Environmental Consultant determines that the Remediation 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 Developer 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 to 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 Encyclopedia Lot No. 1 ( and the Site) shall terminate and be of no further force or effect and the remaining portion of the Developer Deposit shall be returned to the Developer, and thereafter neither party shall have any further rights against the other with respect to the Agency Parcels or Encyclopedia Lot No. 1 under this Agreement; -provided, however, that such a termination shall not affect the parties' obligations with O1/13/92 0756u/2460/042 -48- l respect to Conveyance of Encyclopedia Lot Nos. 2 and 3, and, in addition, shall not deprive the Agency of its damages remedy pursuant to Section 509 hereof. B. In the event that prior. to the Conveyance of Encyclopedia Lot Nos. 2 and, 3 the Agency .is not in default of the Agreement and: (a) any of the Conditions Precedent to Agency' s Obligation to Acquire Encyclopedia Lot Nos. 2 and 3, as described in Section 214(3) of this Agreement, have not been timely satisfied (or waived by the Agency in its sole and absolute discretion) , or (b) The .Developer is in default of the Agreement with respect to Encyclopedia Lot Nos. 2 and 3 and has not cured or commenced to cure such default within the time period set forth in Section .501 hereof; then, 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, all provisions of this Agreement with respect to Encyclopedia Lot Nos. 2 and 3 shall terminate and be of no further force and effect; thereafter, neither the Agency nor the Developer shall have any further rights or liability to the other with respect to Encyclopedia Lot Nos. 2 and 3 under this Agreement; provided, however, that such a termination shall not affect the parties' obligations with respect to Conveyance of the Agency Parcels and Encyclopedia Lot No. 1, and, in addition, shall not deprive the Agency of its damages remedy pursuant to Section 509 hereof. F. [ §513 ] Remedies of the Parties for Default After the Conveyance 1 . [ §514] Termination and Damages After the Conveyance of the Agency Parcels and Encyclopedia Lot No. 1, if the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within the time required by Section 501 hereof, the defaulting party shall be liable to the other party for any damages caused by such default. 01/13/92 0756u/2460/042 -49- 2 . [ §515 ] Action for Specific Performance After the Conveyance of the Agency Parcels and Encyclopedia Lot No. 1, if either the Developer or the Agency defaults under any of the provisions of this Agreement the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured within •the time required by Section 501 hereof, the nondefaulting party at its option may institute an action for specific performance of the terms of this Agreement. G. [ §516] Reentry and Revesting of Title in the Agency After the Conveyance The Agency has the additional right, at its option, to reenter and take possession of the Agency Parcels and Encyclopedia Lot No. 1, with all improvements thereon, and terminate and revest in the Agency the estate in those parcels conveyed to the Developer if after Conveyance of title to the Agency Parcels and the earlier of possession or title to Encyclopedia Lot No. 1 and prior to the commencement of construction of the Improvements (as evidenced by the completion of the concrete slab foundation for all fifty (50) of the dwelling units to be constructed on the Site) , the Developer (or its successors in interest) shall: 1. Fail to start the construction of the Improvements as required by this Agreement for a period of thirty (30) days after written notice thereof from the Agency; or 2 . Transfer or suffer any involuntary transfer of its rights under this Agreement or the Site or any part thereof in violation of this Agreement. Such right to -reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: 1 . Any mortgage or deed of trust expressly permitted by this Agreement; or 2 . Any rights or interests expressly provided in this Agreement for the protection of the holders of such mortgages or deed of trust. The Grant Deeds (Attachment No. 4 and No. 5) shl%ll contain appropriate reference and provision to give effect to the Agency' s right, as set forth in this Section 516, under specified circumstances to reenter and take possession of the Agency Parcels and Encyclopedia Lot No. 1, with all 01/13/92 0756u/2460/042 -50- improvements thereon, and to terminate and revest in the Agency the estate conveyed to the Developer. Upon the revesting in the Agency of title to the Agency Parcels and title and/or possession to Encyclopedia Lot No. 1, whichever is appropriate, as provided in this. Section 516, the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Agency Parcels and Encyclopedia Lot No. 1 as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it may be- amended, to a qualified and responsible party or parties (as determined by' the Agency) who will assume the obligation or making or completing the improvements, or such other improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for the Agency Parcels and Encyclopedia Lot No. 1 or part thereof in the Redevelopment Plan. Upon such resale of the Agency Parcels and Encyclopedia Lot No. 1, the proceeds thereof shall be applied: 1 . First, to reimburse the Agency, on its own behalf or on behalf of the City, for all costs and expenses incurred by the Agency, including, but not limited to, any expenditures by the Agency or the City in connection with the recapture, management and resale of the Agency Parcels and Encyclopedia Lot No. 1 or part thereof (but less any income derived by the Agency from the Agency Parcels and Encyclopedia Lot No. 1 or part thereof in connection with such management) ; all taxes, assessments and water or sewer charges with respect to the Agency Parcels and Encyclopedia Lot No. 1 or .part thereof which the Developer has not paid (or, in the event the Agency Parcels and Encyclopedia Lot No. 1 are exempt from taxation or assessment or such charges during the period of ownership thereof by the Agency, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Agency Parcels and Encyclopedia Lot No. l .were not so exempt) ; any payments made or necessary to be made to discharge any encumbrances or liens existing on the Agency Parcels and Encyclopedia Lot No. 1 or part thereof at the time of revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Agency Parcels and Encyclopedia Lot No. 1, or part thereof; and any amounts otherwise owing the Agency, the Developer and its successor or transferee; and in the event additional proceeds are thereafter available, then 01/13/92 0756u/2460/042 -51- 2 . Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of (a) the Purchase Price paid to the Agency by the Developer for the Agency Parcels and Encyclopedia Lot No. 1, (b) the costs incurred for the development of the Agency Parcels and Encyclopedia Lot No. 1 and for the improvements existing on the Agency Parcels and Encyclopedia Lot No. 1 at the time of the reentry and repossession, less (c) any gains or income withdrawn or made by the Developer from the Agency Parcels and Encyclopedia Lot No. 1 or the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property. The rights established in this Section 516 are to be interpreted in light of the fact that the Agency will convey the Agency Parcels and Encyclopedia Lot No. 1 to the Developer for development, and not for speculation in undeveloped land. H. [ §517 ] Option to Purchase Upon Default 1 . After the Agency'.s right of reverter pursuant to Section 516 hereof has expired, and prior to the issuance of a Certificate of Completion for the Improvements (pursuant to Section 322 hereof) , the Developer grants to :the Agency the , exclusive and irrevocable right and option (the "Option" ) , to purchase the Site with all Improvements thereon from the Developer at the "Option Price" as defined below, and subject to the terms and conditions set forth below, if .after such time the Developer (or its successors in interest) shall: a. Abandon or substantially suspend construction of the - Improvements required by this Agreement for a period of thirty (30) days after written notice thereof from the Agency; - or b. Transfer or suffer any involuntary transfer of the Site, or any part thereof, in violation of this Agreement; provided that, in either case, this Option shall be effective only if and when the holder of each mortgage or deed of trust has been given the notice required by Section 318 hereof and has not exercised its option to construct within the time set forth therein. Such right to purchase the Site shall be subject to and be limited by and shall not defeat, render invalid or limit: 01/13/92 0756u/2460/042 -52- 1 . Any mortgage or deed of trust permitted by this Agreement; or 2 . Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deed of trust. 2 . The Option Purchase Price shall be an amount equal to the fair market value of the Site, with all improvements thereon, determined as follows. The Agency and the Developer shall use their best efforts to determine the fair market value of the Site by good faith negotiation. If the Agency and the Developer are unable, despite their best' efforts, to mutually agree upon the fair market value within days after the Agency' s exercise of the option, the Agency shall at its sole expense cause the Site to be appraised by a certified appraiser. The Agency shall deliver or cause to be delivered a copy of the appraiser's report to the Developer promptly upon its submission to the Agency. If the Developer does not submit a written rejection of such report within days of its submission to the Developer, the fair market value conclusion of such report shall conclusively be deemed the fair market value of the Site for the purposes of this Section 516. If the Developer rejects such report, the Developer shall, at its sole expense, cause the Site to be appraised by a certified appraiser with the appraiser' s final report to be submitted to the Agency within days of the Developer' s receipt of the Agency' s appraisal. If no such report is delivered by such date, the fair market value conclusion of the Agency' s appraisal report shall. conclusively be deemed the fair market value of the Site for the purposes of this Section 516. If the Developer' s .report is timely submitted, and the fair market value conclusion is no more than ten percent ( 10%) higher than the fair market value conclusion of the Agency' s appraisal report, then the fair- market value of the Site for the purposes of this Section 516 shall be the mean average of the fair market value conclusion. of the two appraisals. If the fair market value conclusion of the Developer' s appraisal is more than ten percent ( 10%) higher than the fair market value conclusion of the Agency' s appraisal, the two appraisers shall jointly appoint a .third appraiser to appraise the Site. The costs of such third appraiser shall be borne equally by the parties. The fair market value conclusion of such third appraiser shall be conclusively deemed the fair market value of the Site for the purposes of this Section 516. The appraisal of the fair market value of the Site shall be based upon the assumption that the Site will be developed for the purposes and uses set forth in this 01/13/92 O756u/2460/042 -53- Agreement, and will be subject to this Agreement, the Redevelopment Plan, and current zoning, general plan designation and other existing land use entitlements. 3 . The option may be exercised by the Agency by written notice thereof to the Developer at any time commencing on the day after the last date of the mortgage or deed of trust holder' s option to cure as set forth in paragraph 1 above and ending One Hundred Eighty ( 180) days thereafter (the "Option Period" ) . During the Option Period the Agency and its . consultants shall have the right to inspect the Site and to conduct such tests and studies as deemed necessary by the Agency, upon reasonable advance notice to the Developer. The conveyance of the Site shall be in an as-is condition, and shall occur not more than ninety (90) days after the Agency' s exercise of such option. The parties shall consummate the purchase and sale of the Site parcel by opening an escrow within three (3) days after the exercise of the option with an escrow company reasonably acceptable to both parties. The close of escrow shall take place within ninety (90) days following the exercise of the option, at a time and place designated by the Agency. The Purchase Price for the Site shall be paid in full at the close of escrow. The- Developer shall deliver to the escrow company, prior to the close of escrow, a grant deed conveying the Site to the Agency or the Agency' s designee, and such documents and other matters as are necessary to enable the title company to issue the title policy. The cost of a ALTA standard owner' s policy of title insurance in the amount of the Option Purchase Price shall be deducted from the Option Purchase Price at the close of escrow. The parties shall prorate between them as of the closing date real property taxes on the Site. The parties shall share the cost of the escrow. The Developer shall pay the cost of the title policy, all recording fees, and all transfer taxes and fees. After the exercise of the option and prior to the close of escrow, the Developer shall not grant any easements or rights in or' to the Site, or encumber the Site in any manner, without the prior written consent of the Agency. VI . [ §600] GENERAL PROVISIONS A. [ §601 ] Notices, Demands and Communications Between the Parties Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand or dispatched by registered or certified mail, 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 written notices, demands and communications may be sent in 01/13/92 0756u/2460/042 -54- the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 601. Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the date actually received or the third day from the date it is postmarked if delivered by registered or certified mail . B. [ §602 ) Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested; provided, however, that upon approval of the City Attorney, employees of the Agency and City may purchase housing units on the Site. C. [ §603 ] 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 asset 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 other public 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. 01/13/92 0756u/2460/042 -55- 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 financing for the development of the Site or because of the physical condition or suitability of the Agency Parcels or the Site for the purposes of this Agreement. D. [ §604] Non-Liability of Officials and Employees of the Agency No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or the City or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. E. [ §605] 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 and Attachments 1 through 9, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. F. [ §606 ] Memorandum of Agreement 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. O1/13/92 0756u/2460/042 -56- f G. [ §607 ) . Approvals In any circumstance where under this Agreement either party is required- to approve or disapprove any matter, approval shall not be unreasonably withheld, delayed or conditioned. VII . [ §7O0] 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 to the extent that the Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The date of this Agreement shall be the date when it shall have been signed' by the Agency. IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. 19 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By Chairman By Executive Director By Director of Economic Development "AGENCY" ATTEST: Agency Secretary O1/13/92 0756u/2460/042 -57- APPROVED AS TO FORM: City Attorney, Agency General Counsel Stradling, Yocca, Carlson & Rauth, Agency Special Counsel SEAVIEW VILLAGE, a California general partnership Dated: By: Bijan. Sassounian, general partner Dated: By: Sohrab Sassounian, general partner "DEVELOPER" O1/13/92 0756u/2460/042 -58- "ATTACHMLivT Diu. L" INNING ZONING DM' 39Z- SECTIONAL DISTRICT MAP - 55-5-11 NOTE'— p E.sI s ARE •FEET. Axr zoxE ADOPTED MARCH T, 1960 AD]OWING All RIGRl OF—IS RIIERDED 10 E>TEFID CITY OF CITY COUNCIL tORDINANCE N0 7?yq} IC iRE CEx TER DE 3uCH RKHI OF R•Y RWE D E K WDND _ENDED GnsE ORC RO _ 'p,.._.Qom--"q, ouv.rlEo cLcssslca)nY 9-6•W )90 6-IB-1!)!-a M5B `S! N-16 !p ro-3•W Q62> 1" 6-IB-)!13, MS] i-2T-B6 W-2 �e59 L NNF[avE.OPIIENi pSTRiCr II-1-W Wiss I" ID-6-)3)S-K K1B BB-ni !1-IO 2B13 REIAIEMTML WRCULiDR4 DISTRICT 2-R 40«].iN BOB K-)3>3-K Iele 9-1�-8)Ms•n't NK IS-D-61 B 0. �S-T-13 PM>}I i..2 -S-P> Bi-I t906 FMO HDUSTMAL DISTRICT I-IUNTINGTON BEACH p6-°I �1 2:;:]H] )2] BKl •.ISYePPSeW-2Y) l� LIwT IxDDaTRI.L DISTRICT g-s.¢j p-�.H M� ISM ..I.B• 9°-3 lDBe FC c� euII—Ils CIS—Cl tI-KPP1Ra BSI LOW DERSITY RL'mEW1 POTRCT I•T-63 {{: Y3 W 7-Y6-T1.T I16R I2 tI6S.. Q PROFES9w•L DISTIICT _'-''M`` F :: ' 2 - -'' r° o �4 Em`" DISTRICTDISTRICTI-II :b ° 3 at llORANGE COUNTY! 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I ti' J MI-O-CD F NI g' /oo i MI-A-CD• '° PAI`>ICA COMMUNITY PLAN o 3 MI-OI (DISI F ICT ONE) R3 _ W ' MI-A-01•CD MI-0 - 0 P. OP =R J 9.FFE i 9 MI-CI Q OPx R2 i w (D W _ 5 O E OP W.To a. P R3 -I MI-A•CD = M�-oC 500 R OP I R2 - R2 R2 W R2 •1 : ,-A-p-CO MI• �.-RA-O mIi OP - RZ -- 1tl-` 1 41 fl --— - GARFIELD AVE /�'I� i ATTACHMENT NO. 2-A LEGAL DESCRIPTION DEVELOPER PROPERTY 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 other 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, 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, 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. ATTACHMENT NO. 2-B LEGAL DESCRIPTION AGENCY PARCELS Parcel D: Lots 5, 6, 11, 12, 17, 18, 23, 24, 29, 30, 35, 36, 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 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 E: Lots 1, 7, 13, 19, 25, 31 and 37 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 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 F: The West 6.00 feet of Lots 21, 27, 33 and 39 and all of Lots 26, 32 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 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 G: Lots 2, 3, 8, 9, 14 and 15 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 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. ATTACHMENT NO. 2-C LEGAL DESCRIPTION ENCYCLOPEDIA LOTS Parcel A: 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. Parcel B: Lot 20 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 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 C: Lot No. 145, Block C of Tract 172, in the City of Huntington Beach, County of Orange, State of California, as per map recorded in Book 18, 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. ATTACHMENT NO. 3 SCHEDULE" OF PERFORMANCE I . GENERAL PROVISIONS 1. Execution of Agreement Within days after by Agency. The Agency the date of execution and sub- shall approve and execute mission 'of three (3) copies of this Agreement and shall this Agreement by the deliver one (1) copy Developer. thereof to the Developer. 2. Submission of Title Report Within days after by Agency. The Agency the Agency' s execution of shall submit a preliminary this Agreement. title report and support- ing documents to the Developer. 3 . Preliminary Title Approval Within thirty (30) days after by Developer. receipt by Developer of title report and all supporting documents. 4. Soils and Preliminary Within sixty (60) days after Grading Plan Approval by approval of this Agreement by Developer. the Agency. 5. Environmental Assessment. Within thirty (30) days after Developer completes the date of execution environmental assessment of this Agreement by Agency. of the Site. 6. Submission and Approval of 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 after Financing. The Developer the date of execution of this shall submit to Agency Agreement by Agency. the materials required by Section 216 hereof. O1/13/92 ATTACHMENT NO. 3 0757u/2460/42 Page 1 of 4 II . CONSTRUCTION DOCUMENTS AND BUILDING PERMIT 9 . Agency Approval of Evidence Within days . of of Financing. The Agency submission by the Developer. shall approve or disapprove the Develope'r' s evidence of financing as submitted. 10. _ Tract Map. Developer is to Prior to conveyance of prepare and Agency is to the Site to Developer. --, process or caused to be processed a Final Tract Map for approval for the Site to be sold to Developer. 11. Submission of Complete Within Construction Drawings and days from Agency approval of Landscaping Plan. Developer the Agreement. shall submit to the City and the Agency complete Construction (working) Drawings and a Landscaping Plan, Sign Program, and Finish Grading Plan. Landscaping Plan and final Sign Program shall be completed and approval obtained by Developer prior to completion of the Improvements. 12 . Agency/City Review of Within days Complete Drawings and Plans. after submittal. The Agency/City shall review the Complete Construction (working) Drawings, the Preliminary Landscaping Plan, Preliminary Sign Program, and Finish Grading Plan and provide comments. 13 . Revisions, if . any. Developer Within 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. 01/13/92 ATTACHMENT NO. 3 0757u/2460/42 Page 2 of 4 14. Final Review and Complete Within days after Drawings. The City/Agency submittal by Developer. shall approve the revisions submitted by the Developer provided that the revisions Necessary to accommodate the City' s comments have been made; said approvals constitute the last. City and Agency approvals required in order for the Developer to obtain building permits. 15. Developer Bids Drawings and Within Obtains Construction days after approval Financing. of construction" drawings by . all applicable governmental authorities. III . AGENCY PARCELS DISPOSITION 16. Opening of Escrow. Agency Within months after shall open escrow for execution of this Agreement. conveyance of fee title to the Agency Parcels and Encyclopedia " Lot No. 1 by Agency to Developer. 17. Conditions Precedent. The Within Agency and Developer shall days after approval satisfy or cause to be of construction drawings by satisfied the Conditions City/Agency, and not later precedent to the Convey- than , except ance of the Agency Parcels as otherwise provided in and Encyclopedia Lot No. 1. Section 603 . 18. Conveyance. Obligation of the Agency to Agency conveys title to execute the Grant Deed the Agency Parcels and (Attachment No. 5) shall be Encyclopedia Lot No. 1 contingent upon the Developer to Developer by the Grant and Agency first satisfying Deed (Attachment No. 5) . the Conditions Precedent to Conveyance of the Agency Parcels and Encyclopedia Lot No. 1 . Conveyance will take place within five (5) days after satisfaction (or waiver by the appropriate party) of the Conditions Precedent to Conveyance. O1/13/92 ATTACHMENT NO. 3 0757u/2460/42 Page 3 of 4 a IV. ENCYCLOPEDIA LOTS DISPOSITION 19 . Opening of Escrow. Agency Within days shall open escrow for after execution of this conveyance of Encyclopedia Agreement. Lot Nos. 2 and 3 by Agency to Developer. 20. Conditions Precedent. The Agency and Developer shall - .-__ satisfy or cause to be - satisfied the Conditions Precedent to the conveyance of Encyclopedia Lot Nos. 2 and 3 . 21. Conveyance. The Agency Promptly upon satisfaction conveys title to of the Conditions Precedent to Encyclopedia Lot Nos. the conveyance of Encyclopedia 2 and 3 . Lot Nos. 2 and 3 . V. CONSTRUCTION PHASE 22 . Commencement of Grading and Within days Construction. Developer after the Conveyance of the shall commence construction Agency Parcels and Encyclo- of the Improvements. pedia Lot No. 1. 23 . Completion of Construction The Developer is to use due of the Improvements. diligence to complete the Developer shall complete project within (_) months construction of the after commencement of the Improvements. 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 months after the earlier of (i ) the commence- ment of .the Improvements or ( ii ) the time established in this Agreement for the commencement of construction of the Improvements. O1/13/92 ATTACHMENT NO. 3 0757u/2460/42 Page 4 of 4 ATTACHMENT NO. 4 RECORDING REQUESTED BY: ) AND WHEN RECORDED MAIL TO: ) The Redevelopment Agency of ) the City of Huntington Beach ) 2000 Main Street ) P.O. Box 190 ) Huntington Beach, CA 92648 ) Attn: " Director ) The undersigned Grantor- declares: I Documentary transfer tax is . S THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: 19 GRANT DEED (Agency Parcels and Encyclopedia Lot No. 1) For valuable consideration, receipt of which is hereby acknowledged, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Talbert-Beach Redevelopment Project, herein called "Project", under the Community Redevelopment Law of California, hereby grants to SEAVIEW VILLAGE, a California general partnership, 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 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, however, any right to use either the surface of the Property or any portion thereof. within 500 feet of the surface for any purpose or purposes whatsoever. 01/13/92 ATTACHMENT NO. 4 0757u/2460/42 Page 1 of 5 i i 2. The Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by Ordinance No. 2577 of the City Council of the City of Huntington Beach, and a Disposition and Development Agreement entered into between Grantor and Grantee dated (the "DDA") , a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 3. Grantee understands and agrees that Grantor, as of the date of execution of this Grant Deed, owns the right to occupy those parcels described in the Legal Description as Parcel B and does not own fee simple title to such parcels. Grantee understands and agrees that Grantor has agreed, pursuant to Section 201 of the DDA, to acquire fee simple title to such parcels through the use of eminent domain, and/or the commencement of quiet title or other actions which the Grantor determines to be necessary or prudent to obtain title. Any•such further title or claim of title to such parcels which is obtained after the date of this Grant Deed shall pass by operation of law to Grantee or its successors, pursuant to this Grant Deed and California Civil Code Section 1106, as now exists or is hereinafter amended. 4. The Grantee shall devote the Property only to the development permitted and the uses specified in the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to paragraph 11 of this Grant Deed) , and this Grant Deed, whichever document is more restrictive. 5. The Property is conveyed to Grantee at a purchase price, herein called "Purchase Price", determined in accordance with the uses permitted. I . Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop, maintain, use and operate the Property only as follows: (a) Grantee shall develop the Property, together with certain adjacent real property owned by Grantee (collectively referred to in the DDA as the "Site") for residential housing uses, and shall make available a certain number of the residential units to "Moderate Income Households" for a certain period of time, as set forth in Section 401 of the DDA. (b) For the period of time set forth in Section 404 of the DDA, Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code and shall keep the Property free from any accumulation of debris or waste materials. During such period of time, Grantee shall also maintain the required landscaping in a healthy condition. If, at any time, 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. O1/13/92 ATTACHMENT NO. 4 0757u/2460/42 Page 2 of 5 4 (c) Grantee shall only sell, transfer or convey the Property in the manner set forth in the DDA and is not permitted to subdivide the Property for the duration of the Redevelopment Plan, other than as permitted by the DDA, without the prior approval of the Grantor, or the City of Huntington Beach if the Agency is no longer in existence at the date of request for approval. 6. For a period of fifty ('50) years from the date of the recordation of the Grant Deed: The Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing of the the construction of the Improvements on the Property, and any other expenditures necessary and appropriate to develop the Property pursuant to the DDA. The Grantee shall not enter into any such conveyance for financing without prior written approval of Grantor. No approval will be given for a conveyance of the property to finance the construction or improvements on real property other than the real property described in Exhibit A hereto. 7. (a) Grantee acknowledges that the Property is conveyed subject to Grantor's right. to reenter and take possession of the Property, with all improvements thereon, and terminate and revest in Grantor the estate in the property under certain circumstances, as more fully set forth in Section 516 of the DDA. (b) Grantee acknowledges that the Property is conveyed subject to an exclusive and irrevocable option to purchase, as more fully set forth in Section 517 of the DDA. Such option may be exercised by Grantor if Grantee shall abandon or substantially suspend construction of the improvements required to be constructed under the DDA, or transfer or suffer any involuntary transfer of the Site (as that term is defined in the DDA) . Sections 516 and 517 of the DDA provide that such right of reentry and option to purchase are subject to, shall be limited by and shall not defeat, render invalid or limit any mortgage or deed of trust permitted by the DDA, or any rights or interests provided in the DDA for the protection of the holders of such mortgages or deeds of trust. 8. The Grantee agrees for itself.and any successor in interest not to discriminate upon the basis of race, color, creed or national origin 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 or ancestry 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. 01/13/92 ATTACHMENT NO. 4 0757u/2460/42 Page 3 of 5 9. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 6 of this Grant Deed; 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, trustee's sale or otherwise. 10. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee's obligation to develop the Improvements on the- Property and the Site as described in the DDA and Paragraphs 2 and 5(a) hereof, shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Improvements as defined in the DDA. The covenants and restrictions in Paragraph 5(a) of this Grant Deed relating to Grantee's obligation to make a certain number of residential units available to Moderate Income Households, as referenced in Paragraph 5(a) of this Grant Deed, 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 paragraphs 5(b) , 5(c) , 6 and 7 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 contained in this Grant Deed against discrimination contained in paragraph 8 of this Grant Deed shall remain in effect in perpetuity. 11 . 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. 12. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title to the Property 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 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 fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property within or outside the Project Area, or any person or entity having any interest in any other such realty. Any amendments to the Redevelopment Plan which 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 01/13/92 ATTACHMENT NO. 4 0757u/2460/42 Page 4 of 5 tenant, 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. . . IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of 19_ THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate-and politic. By: . Chairman By: Executive Director ATTEST: Secretary APPROVED AS TO FORM Agency Counsel The undersigned Grantee -accepts title subject to the covenants hereinabove set forth. SEAVIEW VILLAGE, a California general partnership By: Bijan Sassounian, general partner By: Sohrab Sassounian, general partner O1/13/92 ATTACHMENT NO. 4 0757u/2460/42 Page 5 of 5 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On this day of 199_, before me, the undersigned, a Notary Public in and for said State, personally appeared , known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the Chairman of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City of Huntington Beach executed it. Signature of Notary Public STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On this day of 199_, before me, the undersigned, a Notary Public in and for said State, personally appeared , known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the Executive Director of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City of Huntington Beach executed it. Signature of Notary Public 01/13/92 0757u/2460/42 ATTACHMENT NO. 4 i STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE On 19_, before me, the undersigned, a Notary Public in and for said State, personally appeared Bijan Sassounian and Sohrab Sassounian, personally known to me or proved to me on the basis of satisfactory evidence to be the persons who executed the within instrument as general partners of_'.the general partnership that executed the within instrument, and- acknowledged to me that such general partnership executed the'- same. WITNESS my hand and official seal. O1/13/92 0757u/2460/42 ATTACHMENT NO. 4 . r r EXHIBIT A LEGAL DESCRIPTION THIRD PARTY PARCELS Parcel B: 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. Parcel D: Lots 5, 6, 11, 12, 17, 18, 23, 24, 29, 30, 35, 36, 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 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 E: Lots 1, 7, 13, 19, 25, 31 and 37 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 therefrom all oil, petroleum, asphaltum, gas, minerals, and other hydrocarbon substances, as reserved in deed recorded August 16, 192 in Book 401, Page 356, Deeds, and in various other deeds of record. Parcel F: The West 6.00 feet of Lots 21, 27, 33 and 39 and all of Lots 26, 32 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 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 G: Lots 2, 3, 89, 9, 14, and 15 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 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. l ATTACHMENT NO. 5 . RECORDING REQUESTED BY: ) AND WHEN RECORDED MAIL TO: ) The Redevelopment Agency of ) the City of Huntington Beach ) 2000 Main Street ) P.O. Box 190 ) Huntington Beach, CA 92648 ) Attn: Director ) The undersigned Grantor declares: Documentary transfer tax is ' S THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: 19 GRANT DEED (Encyclopedia. Lots 2 and 3) For valuable consideration, receipt of which is hereby acknowledged, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Talbert-Beach Redevelopment Project, herein called "Project", under the Community Redevelopment Law of California, hereby grants to SEAVIEW VILLAGE, a California general partnership, 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 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, however, any right to use either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. O1/13/92 ATTACHMENT NO. 5 0757u/2460/42 Page 1 of 4 f 2. The Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by Ordinance No. 2577 of the City Council of the City of Huntington Beach, and a Disposition and Development Agreement entered into between Grantor and Grantee dated (the "DDA"), a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 3. [DELETE THIS PARAGRAPH IF FEE TITLE TO THE PROPERTY HAS BEEN OBTAINED BY AGENCY] Grantee understands and agrees that Grantor, as of the date of execution of this Grant Deed, owns the right to occupy those parcels described in the Legal Description as Parcel B and does not own fee simple title to. such parcels. Grantee understands and agrees that Grantor has agreed, pursuant to Section 201 of the DDA, to acquire fee simple title to such parcels .through the use of eminent domain, and/or the commencement of quiet title or other actions which the Grantor determines to be necessary -or prudent to obtain title. Any such further title or claim of title to such parcels which is obtained after the date of this Grant Deed shall pass by operation of law to Grantee or its successors, pursuant to this Grant Deed and California Civil Code Section 1106, as now exists or is hereinafter amended. 4. The Grantee shall devote the Property only to the development permitted and the uses specified in the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to paragraph 9 of this Grant Deed) , and this Grant Deed, whichever document is more restrictive. 5. For the period of time set forth in Section 404 of the DDA, Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code and shall keep the Property free from any . accumulation of debris or waste materials. During such period of time, Grantee shall also maintain the required landscaping in a healthy condition. If, at any time, 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. 6. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race, color, creed or national origin 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 or ancestry 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. O1/13/92 ATTACHMENT NO. 5 0757u/2460/42 Page 2 of 4 7. 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, trustee's sale or otherwise. 8. All covenants contained in this Grant Deed shall be covenants running with the land. Every covenant contained in this Grant Deed against discrimination contained in paragraph 6 of this Grant Deed shall remain in effect in perpetuity. 9. 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. 10. 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 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 fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property within or outside the Project Area, or any person or entity having any interest in any other such realty. Any amendments to the Redevelopment Plan which 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 of trust or any other person or entity having any interest less than a fee in the Property. 01/13/92 ATTACHMENT NO. 5 0757u/2460/42 Page 3 of 4 IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of 19 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Chairman By: Executive Director ATTEST: Secretary . APPROVED AS TO FORM Agency Counsel The undersigned Grantee accepts title subject to the covenants hereinabove set forth. SEAVIEW VILLAGE, a California general partnership By: Bijan Sassounian, general partner BY Sohrab Sassounian, general partner O1/13/92 ATTACHMENT NO. 5 0757u/2460/42 Page 4 of 4 ATTACHMENT NO. 6 DECLARATION OF' CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY RECORDING REQUESTED BY ) AND;_WHEN RECORDED MAIL TO: ) (Space above for Recorder' s use. ) THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY (the "Declaration" ) is made by and between (the "Covenantor" ) and THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency" or "Covenantee" ) as of the date set forth below. R E C I T A L S A. Covenantor and the Agency have entered into a certain Loan Agreement dated , 19_ (the "Agreement, " a copy of which is on file with the Agency at its offices and is a public record) pursuant to which the Covenantor has agreed to subject certain real property (referred to in the Agreement as the "Affordable Unit" and referred to herein as the "Property" ) described in the "Legal Description of the Property" (which is attached hereto as Exhibit "A" and incorporated herein by this reference) to certain covenants, conditions and restrictions. B. The Community Redevelopment Law (California Health and Safety Code 33000 et seq. ) provides that a redevelopment agency shall establish covenants running with the land in furtherance of redevelopment plans. NOW, THEREFORE, the parties hereto agree and covenant as follows: 1. Affordability Covenants. Covenantor agrees for itself, and its successors and assigns, and every successor to Covenantor' s interest in the Property, or any part thereof that for thirty (30) years from the date a certificate of occupancy is granted for the Property (the "Expiration Date" ) : 01/13/92 ATTACHMENT NO. 6 0757u/2460/42 Page 1 of 6 r � (a) The Property shall only be owned and occupied by Covenantor or by other persons or families of "Moderate Income. " "Moderate Income" shall mean persons or families earning -One Hundred Twenty Percent ( 120%) or less of Orange County 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 thirty-five percent (35%) of One Hundred Ten Percent (110%) of the Orange County monthly median income for those persons and families of moderate income (as determined by the United States Department of Housing and Urban Development) earning between Eighty Percent (80%) and One Hundred Ten Percent (110%) of .the Orange County monthly median income, and Thirty-Five Percent (35%) of the monthly median income of any person or family of moderate income which earns more than One Hundred Ten Percent ( 110%) and not more than One Hundred Twenty Percent ( 120%) of the Orange County median income. (c) The covenant contained in this Section 1 shall run with the land and shall automatically -terminate and be of no further force or effect upon the Expiration Date. 2 . Transfer of Property. No transfer of the Property shall occur until the Agency determines (a) that the proposed purchaser intends to occupy the Property as the proposed purchaser' s principal residence, (b) that the proposed purchaser is a person or family of moderate income, (c) that the proposed transfer occurs at an Affordable Housing Cost, and (d) the amount payable by the Agency to the Developer pursuant to the Agreement upon the sale of the Property, including. the amount to be placed in the escrow account, shall not exceed Dollars ;($ ) . 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 O1/13/92 ATTACHMENT NO. 6 0757u/2460/42 Page 2 of 6 person or family, that the maximum permitted sales -price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. Covenantor shall cooperate with. the Agency in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the Agency in connection with the Covenantor' s original sale of the Affordable Unit, provided that the Covenantor shall not be obligated to incur any' out=of-pocket costs in connection therewith, other than employee time dedicated to providing such. assistance. THE COVENANTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF COVENANTOR UNDERSTANDS THAT THE DETERMINATION. OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION. COVENANTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF COVENANTOR FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE AGENCY AND THIS DECLARATION IS TO PROVIDE HOUSING TO ELIGIBLE PERSONS OR FAMILIES AT AN AFFORDABLE HOUSING COST. Covenantor Initials The covenant contained in this Section 2 shall run with the land and shall automatically- terminate and be of no further force or effect upon the Expiration Date. 3 . Non-Discrimination Covenants . Covenantor covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Covenantor itself or any person claiming under or through it, establi.sh or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. Covenantor and its successors and assigns, shall refrain from restricting the rental or lease ( if permitted by Covenantor) or sale of the Property on the basis of race, color, religion, sex, marital status, national origin or - ancestry of any person. All such deeds, leases or contracts 01/13/92 ATTACHMENT NO. 6 0757u/2460/42 Page 3 of 6 shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: ( a) In -deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees in the land herein conveyed. The foregoing covenants shall run with the land. " (b) In leases': "The lessee herein covenants by and for himself or herself, his .or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices_ of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased. " (c) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the premises. " Nothing in this Section 3 shall be construed to authorize the rental or lease of the Property if such rental or lease is not otherwise permitted. The covenants in this paragraph 3 shall run with the land in perpetuity. O1/13/92 ATTACHMENT NO. 6 0757u/2460/42 Page 4 of 6 I 4. Covenants Do Not Impair Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in" this Declaration shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 5. Covenants For Benefit of City and Agency. All covenants without regard to technical classification or designation shall be binding for the benefit of the Covenantee and the City of Huntington Beach (the "City" ) and such covenants shall run in favor of the Covenantee and the City for the entire period during 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 specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. IN WITNESS WHEREOF, the Covenantee and Covenantor have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of 19 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Its: "COVENANTEE" ATTEST: Agency Secretary Approved as to Form: Agency Counsel O1/13/92 ATTACHMENT NO. 6 0757u/2460/42 Page 5 of 6 By: Name: By: Name: "COVENANTOR" 01/13./92 ATTACHMENT NO. 6 0757u/2460/42 Page 6 of 6 9 STATE OF CALIFORNIA ) ss. COUNTY OF On before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument. , WITNESS my hand and official seal. (SEAL) STATE OF CALIFORNIA ) ss. COUNTY OF ) On before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument. WITNESS my hand and official seal. (SEAL) O1/13/92 0757u/2460/42 ATTACHMENT NO. 6 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On this day of in the year 19_ before me, the undersigned, a Notary Public in and for said State, personally appeared and personally known to me (or proved to me : . on-. the basis of satisfactory evidence) to be the person(s) who executed the within- instrument of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City Huntington Beach executed it. WITNESS my hand and official seal. Signature of Notary Public (SEAL) 01/13/92 0757u/2460/42 ATTACHMENT NO. 6 EXHIBIT A TO ATTACHMENT NO.6 LEGAL DESCRIPTION DEVELOPER PROPERTY 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 other 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, 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, 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. EXHIBIT A TO ATTACHMENT NO. 6 LEGAL DESCRIPTION AGENCY PARCELS Parcel D: Lots 5, 6, 11, 12, 17, 18, 23, 24, 29, 30, 35, 36, 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 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 E: Lots 1, 7, 13, 19, 25, 31 and 37 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 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 F: The West 6.00 feet of Lots 21, 27, 33 and 39 and all of Lots 26, 32 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 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 G: Lots 2, 3, 8, 9, 14 and 15 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 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. EXHIBIT A TO ATTACHMENT NO. 6 LEGAL DESCRIPTION ENCYCLOPEDIA LQTS. . Parcel A: 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. Parcel B: Lot 20 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 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 C: Lot No. 145, Block C of Tract 172, in the City of Huntington Beach, County of Orange, State of California, as per map recorded in Book 18, 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. ATTACHMENT NO. 7 SCOPE OF DEVELOPMENT A 92-unit condominium project consisting of stacked flat units over subterranean parking and townhouses as more particularly described by General Plan Amendment No. 90-3; Zone Change No. 90-3; Negative Declaration No. 90-23; Ordinance No. 3098 and Resolution No. 6259; Tentative Tract No. 14357, and Conditional Use Permit No. 90-12 with Special Conditions as approved by the City Council on March 18, 1991, and as more particularly described in the attached Exhibit A. 0030r EXHIBIT A Page 22 - Council /Agency Minutes - 3/18/91 (City Council) PUBLIC HEARING - GENERAL PLAN AMENDMENT NO. 90-3/ZONE CHANGE NO. .90-3/NEGATIVE DECLARATION NO. 90-23 -APPROVED -- AMENDMENT TO LAND USE ELEMENT OF THE- CITY'S GENERAL PLAN & ZONE CHANGE TO MEDIUM-HIGH DENSITY RESIDENTIAL - APPROVED - ORDINANCE NO. 3098 - APPROVED INTRODUCTION - RESOLUTION NO. 6259 - ADOPTED (440.50) The Mayor announced that this was the day and hour set for a public hearing to consider t.he .fol )owing: APPLICATION NUMBER: General Plan Amendment No. 90-3/Zone Change No. 90-3/ Negative Declaration No. 90-23 APPLICANT: Huntington Beach Redevelopment Agency/Bijan Sassounian, Sea View Village LOCATION: A 4.5 acre area consisting of two sites: Site 1 : Southwest corner of Talbert Avenue and Joyful Lane Site 2: Southwest-corner of Happy Drive and Joyful Lane NE: Site 1 : (Q)R2-PD (Qualified-Medium Density Residential-Planned Development) i 2: R4-SR (High Density Residential-Senior Suffix) and R2-SR (Medium Density Residential-Senior Suffix) RE E T: 1 . To amend the Land Use Element of the City' s General Plan by redesignating property from - Medium Density Residential to Medium-High Density Residential ; and 2. To rezone from (Q)R2-PD (Qualified-Medium Density Residential-Planned Development) , R2-SR (Medium Density Residential-Senior Suffix) and R4-SR (High Density Residential-Senior Suffix) to R3-PD (Medium-High Density Residential-Planned Development) . 'ENVIRONMENTAL STATUS: Negative Declaration No. 90-23 must be acted upon by the City Council . COASTAL STATUS: Not applicable The City Clerk presented Resolution NO. 6259 for Council approval - "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA, APPROVING GENERAL PLAN AMENDMENT NO. 90-3." The City Clerk presented Ordinance No. 3098 for Council approval - "AN ORDINANCE OF .THE CITY OF HUNTINGTON BEACH AMENDING THE HUNTINGTON BEACH ORDINANCE CODE BY AMENDING SECTION 9061 THEREOF TO PROVIDE FOR CHANGE OF ZONING FROM "QUALIFIED-MEDIUM DENSITY RESIDENTIAL-PLANNED DEVELOPMENT" TO "MEDIUM-HIGH DENSITY RESIDENTIAL-PLANNED DEVELOPMENT" ON REAL PROPERTY GENERALLY LOCATED ON 1 .84 ACRES AT THE SOUTHWEST CORNER OF THE INTERSECTION OF TALBERT AVENUE AND JOYFUL LANE, AND FROM "HIGH DENSITY RESIDENTIAL-SENIOR SUFFIX" AND "MEDIUM DENSITY RESIDENTIAL-SENIOR SUFFIX" TO "MEDIUM-NIGH DENSITY RESIDENTIAL-PLANNED DEVELOPMENT" ON REAL PROPERTY GENERALLY LOCATED ON 2.3 ACRES SOUTH OF HAPPY DRIVE BETWEEN JOLLY LANE AND JOYFUL LANE (ZONE CHANGE NO. 90-3) ." 89 EXHIBIT A , Page 23 - Council /Agency Minutes - 3/18/91 , Legal notice as provided to the City Clerk' s Office by staff had been mailed, published, and posted. Letter dated March 14, 1991 received from Ellen Burkhart in opposition to Zone Change No. 90-3. The Community Development Director stated that the two public hearings should be heard together--the General Plan Amendment No. 90-3 and the Conditional Use Permit No. 90-12. Howard Zelefsky, Planning Director, presented a staff report. The Mayor declared the public hearing open. Bijan Sassounian, applicant, stated he had revised the project plans. He read a letter in support of the project from MarcAndre Bock, Ph.D. , D.C. and distributed the letter to Council . There being no one present to speak further on the matter the hearing was closed by the Mayor. The City Clerk stated a letter of opposition from Ellen Burkhart was received by her office. A motion was made by MacAllister, seconded by Kelly, to: 1 . Approve Negative Declaration No. 90-23 with mitigation measurers as outlined in Attachment 1 of the RCA dated March 18, 1991 . 2. Approve General Plan Amendment No. 90-3 by adopting Resolution No. 6259. 3. Approve introduction of Ordinance No. 3098 after reading by title, and approve Zone Change No. 90-3 with the following findings for approval : Findings for Approval - Zone Change No.- 90-3 1 . The proposed zone change from (Q) R2-PD, R2-SR and R4-SR to R3-PD is consistent with the goals and policies of the General Plan and consistent with General Plan Amendment No. 90-3. 2. Zone Change No. 90-3 from (Q) R2-PD, R2-SR, and R4-SR to R3-PD is consistent with the goals and policies within the Housing Element. 3. The proposed zone change with mitigation measures would facilitate designs aesthetically compatible with the surrounding residential area in regards to height, setbacks and landscaping.. The motion carried by the following roll call vote: AYES: MacAllister, Winchell , Silva, Green, Kelly, Robitaille, Moulton-Patterson NOES: None ABSENT: None 911) EXHIBIT A Page 24 - Council /Agency Minutes - 3/18/91 (City Council ) PUBLIC HEARING - CONDITIONAL USE PERMIT NO. 90-12 WITH SPECIAL PERMITS - APPROVED - TENTATIVE TRACT MAP N0. 14357 - APPROVED - (NEGATIVE DECLARATION N0. 90-23 IN CONJUNCTION WITH GENERAL PLAN AMENDMENT NO. 20-3 - ZONE CHANGE NO. 90-3) (REQUEST TO CONSTRUCT A 92-UNIT CONDOMINIUM TOWNHOME PROJECT) (420.40) The Mayor announced that this was the day and hour set for a public hearing to consider the following: APPLICATION NUMBER: Conditional Use Permit No. 90-12 With Special Permits/Tentative Tract Map No. 14357/Negative Declaration No. 90-23 APPLICANT: Redevelopment Agency and Bijan Sassounian LOCATION: South side of Talbert Ave. , west of Joyful Lane; and south side of Happy Drive between Jolly Lane and Joyful Lane. EXISTING ZONE: R2-SR (Senior Medium' Density Residential ) ; R4-SR (Senior High Density Residential ) ; and Q-R2-PD (Qualified Medium Density Residential-Planned Development) . PROPOSED ZONE: R3-PD (Medium High Density Residential - Planned Development REOUEST: To construct a 92 unit condominium/townhome project with the following special permits: 1 . To reduce the side-by-si.de building separation requirement from 55 feet to 20 feet. 2. To allow drive aisle to abut garages for townhomes in lieu of providing 20 foot driveways for 50% of the units. 3. To allow a 75 foot average dimension for the main recreation area in lieu of 100 feet. 4. To allow a 28 foot wide access drive for the townhomes in lieu of a 48 foot wide drive within 100 feet of the public street. 5. To allow a 7 to 10 foot front setback along Joyful Lane and the north side of Happy Drive in lieu of a minimum 15 foot setback for pool fencing and the common clubhouse building. 6. To allow up to 12% ramp slope to the parking structure in lieu of 10%. 7. To allow all two story buildings for the townhomes in lieu of requiring 1 /3 of the units to be one story lower than the remainder of units in the structure. ENVIRONMENTAL STATUS: This project is covered by Negative Declaration No. 90-23. COASTAL STATUS: Not applicable Legal notice as provided to the City Clerk' s Office by staff had been mailed, published, and posted. No communications or written protests were received on the matter. 91 EXHIBIT A , Page 25 - Council /Agency Minutes - 3/18/91 The Mayor declared the public hearing open. There being no. one present to speak on the. matter and there being no protests filed, either oral or written, the hearing was closed by the Mayor. A motion was made by MacAllister, seconded by Moulton-Patterson, to approve Conditional Use Permit No. 90-12 with special permits , Tentative Tract Map No. 14357, and to approve the revised site plans, floor plans and . elevations dated February 8, 1991 , subject to the following findings and conditions of approval as outlined in attachment 1 to the RCA dated March 18, 1991 : (The Council vote is on Page 32. ) Findings for Approval - Conditional Use Permit No. 90-12: 1 . The location, site layout, and design of the. proposed 92 unit condominium/townhome project properly adapt the proposed structures to streets, driveways, and other adjacent structures and uses in a harmoni- ous manner, because the setbacks have been increased to adjacent R1 property, the project is primarily 2-story, and the architecture has been modified to more closely reflect surrounding projects. 2. The access to and parking for the proposed 92 unit condominium/ townhome complex does not create an undue traffic problem, because the parking structure has been shown -to be safe and efficient and the surrounding streets have adequate capacity to accommodate the traffic generated. 3. The planned residential development for 92 units does conform to the provisions contained in Article 915 except for the special permit requests, which improve the quality of .the project (see Special Permit Findings for Approval ) . 4. The -proposed 92 unit project will not be detrimental to the general wel- fare 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- 92 unit condominium/townhome project will be compatible with the Huntington Beach General Plan and Zoning upon adoption of General Plan Amendment No. 90-3 and Zone Change 90-3. Findings for Approval - Special Permits: 1 . The following special permits promote a better living environment by adapting the Planned Residential Development requirements to better suit the 92 unit condominium/townhome complex, which are compatible with the surrounding area: a. To allow a 7 to 10 foot front setback along Joyful Lane and the north side of Happy Drive in lieu of minimum 15 foot setback, for pool fencing and the common clubhouse building. b. . To allow a 28' wide access drive to the townhomes in lieu of a 48' wide drive within 100 feet of a public street. C. To reduce side-by-side building separation for Building 1 from 55 feet to 220 feet. 9 EXHIBIT A Page 26 - Council /Agency Minutes - 3/18/91 d. To allow all two story development for the townhomes in lieu of requiring one third of the units in each 'structure to be one story less. e. To allow an average dimension of 75 feet for the main recreation area in lieu of 100 feet. f. To allow up to 12% ramp slopes into the underground parking structures in lieu of a maximum 10% slope on ramps with no adjacent parking. g. To allow the access drives to the townhomes to abut garages in lieu of requiring a 20 foot setback for 50% of the garages. 2. 7- The requested deviation for ramp slopes to the parking structure is acceptable because: a.- A traffic study prepared by a traffic engineer has been submitted which documents the impacts of the request. b. The deviation will not adversely affect the circulation and safety of the site structure, use, or adjacent use. C. The deviation will result in a more efficient circulation pattern and parking layout. d. The deviation will enhance the general appearance of the development and its surroundings by allowing all parking for the condominiums to be subterranean. e. The deviation will not be detrimental to the general public health, safety, welfare or convenience, or injurious to property values in the vicinity. 4. 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. 5. 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 requests incorporated into the project design will reduce project impacts to adjacent properties . 6. 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. Findings for Approval - Tentative Tract No. 14357: I . The size, depth, frontage, street width, and other design features of the proposed subdivision for 92 condominium/townhome units are in compliance with the standard plans and specifications on file with the City as well as in compliance with the State Subdivision Map Act and the supplemental City Subdivision Ordinance. 93 EXHIBIT A Page 27 - Council/Agency Minutes - 3/18/91 2. The analysis for General Plan Amendment No. 90-3 and Zone Change No. 90-3 has determined that this intensity of land use - (MediumHigh 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 flat and physically suitable for the proposed density of 20.4 units per gross acre. 5. Tentative Tract No. 14357 for a 92 unit condominium/townhome complex is consistent with the goals and policies of the Huntington Beach General Plan. Conditions of Approval - Conditional Use Permit No. 90-12: 1 . The site plan, floor plans, and elevations received and dated February 28, 1991 , shall be the conceptually approved layout. 2. - The sale of the Redevelopment Agency's property to the applicant for inclusion in the project shall be contingent upon the` applicant and/or agency providing a financing mechanism which makes available 20% of the units to families of low and moderate income. 3. 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 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 60 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) . f. Elevations shall depict colors and building materials as approved by the Design Review Board. EXHIBIT A Page 28 - Council /Agency Minutes - 3/18/91 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, 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: (a) The final building form, colors and materials. (b) 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. 1 . The final site plan shall note the location of 100 cubic feet of storage area per unit for condominiums . 4. 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 include intense landscape buffers , and shall be in conformance with Section 9608 and Article 915 of the Huntington Beach Ordinance Code. The set must be approved by both departments prior to issuance of building permits . 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 . 95 i EXHIBIT A Page 29 - Council /Agency Minutes - 3/18/91 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 Department of Community Development to assure adequate parking is available for employees, customers , contractors, etc. , during the project' s construction phase. g. Prior to issuance of building permits, 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. 5. 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. . 6. Fire Department Requirements are as follows: a. An automatic fire sprinkler system shall be approved and installed pursuant to Fire Department regulations. Shop drawings to be submitted to and approved by Fire Department prior to installation. b. , Service roads and fire lanes, as determined by the Fire Department, shall be posted and marked. C. Fire access lanes shall be maintained. If fire lane violations occur and the services of the Fire Department are required, the applicant will be liable for expenses incurred. d. Three fire hydrants shall be installed prior to combustible construction, and at locations specified by the Fire Department. e. The applicant shall meet all applicable local , State and Federal Fire Codes, Ordinances , and- standards. f. A Class III wet standpipe system (combination) will be installed to comply with Huntington Beach Fire Department and Uniform Building Code standards . g. A fire alarm system will be installed to comply with Huntington Beach Fire Department and Uniform Fire Code standards . h. Fire extinguishers will -be installed and located in areas to comply with Huntington Beach. Fire Code standards. i . Elevators will be sized to accommodate an ambulance gurney (Minimum 6'8" wide by 4' 3" deep, minimum 42" opening. j . Security gates will be designed to comply with Huntington Beach Fire Department Standard No. 403. 96 EXHIBIT A Page 30 — Council/Agency Minutes — 3118/91 k. Address numbers will be installed to comply with Huntington Beach Fire Code standards . 1 . Submit to Fire Department for approval a Fire Protection Plan containing requirements of Fire Department Specification No. 426. M. Applicant shall pay for "Opticom" traffic system at Beach and Talbert. 7. The development shall comply with all applicable provisions of the Ordinance Code, Building Division, and Fire Department. B. 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. 9. Installation of required -landscaping and irrigation systems shall be completed prior to final inspection. 10. During construction, the applicant shall : a. Discontinue construction during second stage smog alerts. b. Wet down areas in the late morning and after work is completed for the day. C. Use low sulfur .fuel ( .05% by weight) for construction equipment. 11 . Construction shall be limited to Monday — Saturday 7:00 AM to 8:00 PM. Construction shall be prohibited Sundays and Federal holidays. 12. Should any cultural materials be 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. 13. During cleaning, grading, earth moving or excavation, the applicant shall : a. Control fugitive dust by regular watering, paving construction roads , or other dust preventive measures . b. Maintain equipment engines in proper tune. 14. Prior to initiation of construction, police and fire departments shall be notified and the departments shall be kept informed about duration and extent of construction throughout the process. 15. Public Works Department shall provide alternate routes for traffic during the construction phase, if necessary. Adequate signage shall be provided to warn motor vehicles, bicyclists and pedestrians of construction. 16. This conditional use permit and tentative tract shall not become effective until General Plan Amendment No. 90-3 and Zone Change No. 90-3 have been approved by the City Council and are in effect. EXHIBIT A Page 31 - Council /Agency Minutes - 3/18/91 17. This conditional use permit shall become null and void unless exercised within one ( 1 ) year of the date of final approval , or such extension of time as may be granted by the Planning Commission pursuant to a written request submitted to the Planning Department a minimum 30 days prior to the expiration date. Conditions of Approval - Tentative Tract 14357: 1 . Tentative Tract Map No. 14357 shall be revised to reflect the project as shown on the site plans dated February 28, 1991 . a. "Notes" shall be revised to reflect correct zoning and General Plan designation. 2. At least 60 days prior to recordation of the final tract map, CUR' s shall be submitted to and 'approved by the . City Attorney and the Department of Community Development. . The CUR' s shall reflect the and maintenance of all common areas by the Homeowners' Association. 3. This tentative. tract shall not become effective until General Plan Amendment No. 90-3 and Zone Change No. 90-3 have been approved by the City Council and are in effect. 4. Any landscaping and enhanced pavement within the right-of-way shall be maintained by the Homeowners . Association pursuant to an approved agreement with the City Public Works Department 5. On-site sewers shall be private. 6. The water system shall .be located in vehicular travel ways and dedicated to the City. I 7. The developer will be responsible for the payment of the Water Master Plan fee. 8. The developer will be responsible for the payment of the Traffic Impact fees at the time building permits are issued. 9. The project shall accept all contributory drainage from properties to the south, which shall be accommodated through the site in a manner to the satisfaction of the Department of Public Works . 10. Construct full Public Works improvements to the centerline of Talbert Avenue. 11 . The on-site sewer and water systems shall be shown on a City approved utility plan, showing all water services, fire hydrants, fire services , and backflow devices . 12. Developer shall submit water system hydraulic calculations to ensure system adequacy and line sizing. 13. The water system shall be looped, with no dead ends, and shall be installed per the Public Works Department' s standards, ordinances , and policies . 14. Developer shall dedicate vehicular access rights to the City except at access points approved by the City. 98 ATTACHMENT NO. 8 RECORDING REQUESTED BY: ) AND WHEN RECORDED MAIL TO: ) ) (Space above for Recorder's Use) _This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: 19 CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT A. On or about , the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, hereinafter referred to as "Agency," entered into a Disposition and Development Agreement (the "Agreement) with SEAVIEW VILLAGE, a California general partnership (the "Developer") , which Agreement provides for the acquisition and disposition of certain real property (the "Agency Parcels and Encyclopedia Lots No. 1, 2 and 311) and the development of certain real property (the "Site") situated in the City of Huntington Beach, California, and more particularly described on Exhibit "A" attached hereto and made a part hereof by this reference. B. As required in the Agreement and as referenced in the Grant Deed recorded on , 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 of construction of the Improvements required by the Agreement, which Certificate shall be in such form as to permit it to be recorded in the Recorder' s Office of Orange County. C. The Agency has conclusively determined. that the construction on the Site described hereinabove required by the Agreement and the Grant Deed has been satisfactorily completed. 01/13/92 ATTACHMENT NO. 8 0757u/2460/42 Page 1 of 3 r 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 in the Agreement. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed executed and recorded pursuant to the Agreement. 4. After recordation of this Certificate of Completion, any person or entity then owning or. thereafter purchasing, leasing, or otherwise acquiring any interest in the Improvements will not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under the Agreement, except that such party shall be bound by any and all of the covenants, conditions, and restrictions which survive such recordation. 5. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Property, nor any part thereof. This Certificate of Completion is not notice of completion as referred to in Section 3093 of the California Civil Code. 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. ATTEST: Secretary O1/13/92 ATTACHMENT NO. 8 0757u/2460/42 Page 2 of 3 APPROVED AS TO FORM: Agency Counsel Developer hereby consents to the recording of this Certificate of Completion. SEAVIEW VILLAGE, a California general partnership By: Bijan .Sassounian, general partner By: Sohrab Sassounian, general partner O1/13/92 ATTACHMENT NO. 8 0757u/2460/42 Page 3 of 3 STATE OF CALIFORNIA ss. COUNTY OF ORANGE ) On this day of 199_, before me, the undersigned, a Notary Public in and for said State, appeared and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the, of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City of Huntington Beach executed it. Notary Public 01/13/92 0757u/2460/42 ATTACHMENT NO. 8 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) On before me, the undersigned, a Notary Public in and for said State, personally appeared Bijan Sassounian and Sohrab Sassounian, personally known to me or proved to me on the basis of satisfactory evidence to be the persons who executed the within instrument as general partners of -the general partnership that executed the within instrument, and- acknowledged to me that such general partnership executed the same. WITNESS my hand and official seal. , (SEAL) O1/13/92 0757u/2460/42 ATTACHMENT NO. 8 EXHIBIT A TO ATTACHMENT NO. 8 LEGAL DESCRIPTION DEVELOPER PROPERTY 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 other 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 99, 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, 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, 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. z EXHIBIT A TO ATTACHMENT NO. 8 LEGAL DESCRIPTION AGENCY PARCELS Parcel D: Lots 5, 6, 11, 12, 17, 18, 23, 24, 29, 30, 35, 36, 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 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 E: Lots 1, 7, 13, 19, 25, 31 and 37 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 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 F: The West 6.00 feet of Lots 21, 27, 33 and 39 and all of Lots 26, 32 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 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 G: Lots 2, 3, 8, 9, 14 and 15 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 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. r , EXHIBIT A TO ATTACHMENT NO. 8 LEGAL DESCRIPTION ENCYCLOPEDIA LOTS Parcel A: 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. Parcel B: Lot 20 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 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 C: Lot No. 145, Block C of Tract 172, in the City of Huntington Beach, County of Orange, State of California, as per map recorded in Book 18, 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. ATTACHMENT NO. 9 MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT Recording Requested By and ) When Recorded Return To: ) REDEVELOPMENT AGENCY OF THE ) CITY- OF HUNTINGTON BEACH ) 2000' Main Street ) Huntington Beach, CA 92648 ) Attention: Executive Director ) MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT . This Memorandum of Disposition and Development Agreement ( "Memorandum" ) , dated for identification purposes as of , 19_, is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ( "Agency" ) and SEAVIEW VILLAGE, a California general partnership ( "Developer" ) . 1. Disposition and Development Agreement. Agency and Developer have executed a Disposition and Development Agreement ( "DDA" ) dated for identification purposes as of , 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" ) . Among other provisions, the DDA (a) provides for certain restrictions upon the construction of improvements on the Site, (b) provides the Agency a right of reversion and an irrevocable option to purchase the Site under certain specified conditions, and (c) provides for the reservation by the Developer for a certain period of time of a certain number of dwelling units to be sold at an affordable housing cost to persons of moderate income, and the Agency' s assistance in effectuating such an affordable housing program. 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 . Purpose 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 any inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail . 01/13/92 ATTACHMENT NO. 9 0757u/2460/42 Page 1 of 2 r r 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. "Developer" Executed , 19_ SEAVIEW VILLAGE, a California general partnership By: Bijan Sassounian, General Partner By: Sohrab Sassounian, general partner "Agency" Executed 19 THE REDEVELOPMENT AGENCY OF THE . CITY OF HUNTINGTON BEACH By: Chairman By: Executive Director By: Director of Economic Development O1/13/92 ATTACHMENT NO. 9 0757u/2460/42 Page 2 of 2 t ATTEST: Agency Secretary APPROVED AS TO FORM: Agency Counsel O1/13/92 ATTACHMENT NO. 9 0757u/2460/42 Page 3 of 2 EXHIBIT A TO ATTACHMENT NO. 9 LEGAL DESCRIPTION DEVELOPER PROPERTY 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 1: 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 other 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, 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, 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. EXHIBIT A TO ATTACHMENT NO. 9 LEGAL DESCRIPTION AGENCY PARCELS Parcel D: Lots 5, 6, 11, 12, 17, 18, 23, 24, 29, 30, 35, 36, 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 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 E: Lots 1, 7, 13, 19, 25, 31 and 37 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 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 F: The West 6.00 feet of Lots 21, 27, 33 and 39 and all of Lots 26, 32 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 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 G: Lots 2, 3, 8, 9, 14 and 15 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 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. EXHIBIT A TO ATTACHMENT NO. 9 LEGAL DESCRIPTION ENCYCLOPEDIA LOTS Parcel A: 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. Parcel B: Lot 20 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 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 C: Lot No. 145, Block C of Tract 172, in the City of Huntington Beach, County of Orange, State of California, as per map recorded in Book 18, 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.