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Joint Public Hearing of the City Council and the Redevelopme
• This Document was electronically recorded by First American Title C Recorded in Official Records,Orange County Tom Daly,Clerk-Recorder RECORDING REQUESTED BY: Jill III Jill 1 33.00 AND WHEN RECORDED MAIL TO: ) 2005000821611 08:00am 10/13/05 120 8 G02 10 The Redevelopment Agency of ) 0.00 0.00 0.00 0.00 27.00 0.00 0.00 0.00 the City of Huntington Beach ) 2000 Main Street ) P.O. Box 190 ) Huntington Beach, CA 92648 ) Attn: Director ) RECORDING REQUESTED BY The undersigned Grantor declares: FIRST AMERICAN TITLE COMPANY RESIDENTIAL DIVISION Documentary transfer tax is. $ 0.0o 4(0 o. cc-t(510>gAr Qo-4 THE REDEVELOPMENT AGENCY TH CITY OF HUNTINGTON CH By: Its: Date 200 GRANT DEED yi For valuable consideration, receipt of which is hereby acknowledged, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Main-Pier Redevelopment Project, herein called "Project", under the Community Redevelopment Law of California, hereby grants to HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation, herein called"Grantee",the real property hereinafter referred to as the "Property", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described there. 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface,together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or agree/DDA/grant deed 1 16',.4-t'Lx 51'�1''kt y'Y t S I4EIFURN ADI DREI S ARV-Z. EXHIBIT A.TO GRANT DEED LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505) OF "EAST SIDE VILLA TRACT', AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOW: NAME OF NOTARY: RITA A. ROSS COUNTY WHERE BOND IS FILED: ORANGE DATE COMMISSION EXPIRES: APRIL 15, 2007 COMMISSION NO.: 1411265 MANUFACTURERS/VENDOR NO.: NNAl PLACE OF EXECUTION: SANTA ANA, CALIFORNIA DATE: BY: F RICAN TITLE INSURANCE COMPANY Escrow No.:44350c PRELIMINARY CHANGE OF OWNERSHIP A preliminary Change in Ownership Report must be filed with each conveyance in the (To be completed by transferee(buyer)prior to the transfer of subject property in accordance with County Recorder's office for the Section 480.3 of the Revenue and Taxation Code.) This report is not a public document.. county where .the property is of Huntington Beach located: this particular form may SELLER/TRANSFEROR: City !I� be used in all 58 counties of BUYER/TRANSFEREE: Habitat For Humanity Of Orange County,Inc., California ASSESSOR'S PARCEL NUMBER(S): 025-111640 PROPERTY ADDRESS OR LOCATION: 2502 Delaware Street,Huntington Beach,CA NV-O NV-T Mail Tax Information to:(Name): Habitat For Humanity Of Orange County,Inc. Mark Korando,Officer Of The Board CSH PP (Address): 2200 S.Ritchey Street,Santa Ana, California 92705 AREA PHONE NUMBER(8 a.m.to 5 p.m.): — .2 0 o zx r ov NOTICE:A lien for property taxes applies to your property on January 1 of each year for the taxes owing in the following fiscal year,July 1 through June 30. One-half of these taxes is due November 1,and one-half is due February 1. The first installment becomes delinquent on December 10,and the second installment becomes delinquent on April 10. One tax bill is mailed before November 1 to the owner of record. IF THIS TRANSFER OCCURS AFTER JANUARY 1 AND ON OR BEFORE DECEMBER 31,YOU MAY BE RESPONSIBLE FOR THE SECOND INSTALLMENT OF TAXES DUE FEBRUARY 1. The property which you acquired maybe subject to supplemental assessment in an amount to be determined by the Orange County.Assessor. For further information on your supplemental roll obligation,please call the Assessor Realty Division at. For information about this form,please call the Change of Ownership Section at. PART I: TRANSFER INFORMATION Please answer all questions YES NO/ ❑ �' A. Is this transfer solely between husband and wife(Addition of a spouse,death of a spouse,divorce settlement,etc.)? ❑ [r B. Is this transaction only a correction of the name(s)of the person(s)holding title to the property(For example,a name change upon marriage)? Q C. Is this document recorded to create,terminate,or reconvey a lender's interest in the property? [�' D. Is this transaction recorded only as a requirement for financing purposes or to create,terminate,or reconvey a security interest(e.g. consigner)? ❑ CI E. Is this document recorded to substitute a trustee under a deed of trust,mortgage,or other similar document? ❑ F. Did this transfer result in the creation of a joint tenancy in which the seller(transferor)remains as one of the joint tenants? ❑ G. Does this transfer return property to the person who created the joint tenancy(original transferor)? ❑ H. Is this transfer of property: ❑ 1. to a trust for the benefit of the grantor,or grantor's spouse? ❑ 2. to a trust revocable by the transferor? ❑ 3. to a trust from which the property reverts to the grantor within 12 years? ❑ 01 I. If this property is subject to a lease,is the remaining lease term 35 years or more-including written options? ❑ Z •J. Is this a transfer between parent(s)and child(ren)❑ or from grandparent(s)to grandchild(ren)? ❑ ❑ •K. Is this a transaction to replace a principal residence by a person 55 years of age or older? Within the same county? ❑ Yes ❑ No ❑ *L. Is this transaction to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code Section 69.5? Within the same county? ❑ Yes ❑ No *If you checked yes to J,K,or L,you may qualify for a property tax reassessment exclusion,which may result in lower taxes on your property. Failure to file a claim results in the reassessment of the property. Please provide any other information that would help the Assessor to understand the nature of the transfer IF YOU HAVE ANSWERED"YES"TO ANY OF THE ABOVE QUESTIONS EXCEPT J,K,OR 1.,PLEASE SIGN AND DATE, OTHERWISE COMPLETE BALANCE OF THE FORM. PART II: OTHER TRANSFER INFORMATION .A. Date of transfer if other than recording date: B. T of transfer. Please check appropriate box. Type ❑ Foreclosure ❑ Gift ❑ Trade or Exchange ❑ Merger,Stock,or Partnership Acquisition ❑-Contract of Sale—Date of Contract ❑ Inheritance—Date of Death Other(please explain): ❑ Creation of a Lease Ej Assignment of a Lease ❑ Termination of a Lease 0 Sale/Leaseback ❑ Date lease began ❑ Original term in years(including written options) ❑ Remaining term in years(including written options C. Was only a partial interest in the property transferred? ❑ Yes No If`Yes'indicate the percentage transferred: %. AS-SV 25 SBE-ASD AH 502-A BACK(Revised 2/29/00) PRELIMINARY CHANGE OF OWNERSHIP Please answer,to the best of your knowledge,all applicable questions,sign and date. If a question does not apply,indicate with"N/A". PART IIIi PURCHASE PRICE&TERMS OF SALE A. CASH DOWN PAYMENT OR Value of Trade or Exchange(excluding closing costs) Amount. $ -0- B. FIRST DEED OF TRUST @ % Interest for years. . Payments/Mo._$ (Prin.&Int.only) $ Amount ❑ FHA( Discount Points) ❑ Fixed Rate ❑ New Loan ❑ Conventional ❑ Variable Rate ❑ Assumed Existing Loan Balance ❑ VA( Discount Points) ❑ All Inclusive D.T.($ Wrapped) ❑ Bank or Savings&Loan ❑ Cal-Vet ❑ Loan Carried by Seller ❑ Finance Company Balloon Payment ❑ Yes 0"'No Due Date Amount C. SECOND DEED OF TRUST @ % Interest for years. Payments/Mo._$ (Prin.&Int.only) Amount $ ❑ Bank or Savings&Loan ❑ Fixed Rate ❑ New Loan ❑ Loan Carried by Seller ❑ Variable Rate ❑ Assumed Existing Loan Balance Balloon Payment ❑ Yes Err No Due Date Amount $ D. OTHER FINANCING—Is other financing involved not covered in(B)and(C)above? ❑ Yes ❑ No, Amount $ Type @ % Interest for years. Payments/Mo._$ (Prin.&Int. only) ❑ Bank or Savings&Loan ❑ Fixed Rate ❑ New Loan ❑ Loan Carried by Seller ❑ Variable Rate ❑ Assumed Existing Loan Balance -Balloon Payment ❑ Yes 21/No Due Date Amount $ E. WAS ANIMPROVEMENT BOND ASSUMED BY THE BUYER? ❑ Yes BNo Outstanding Balance: Amount — F. TOTAL PURCHASE PRICE(or acquisition price,if traded or exchanged,include real estate commission if paid). Total Items A through E $-0- G. PROPERTY PURCHASED:❑Through a broker: Direct from seller: ❑From a Family member ❑ Other(explain) If purchased through a broker,provide broker's name and phone no.: Please explain any special terms,seller concessions,or financing and any other information that would help the Assessor understand the purchase price and terms of sale. PART IV: PURCHASE PRICE&TERMS OF SALE A. TYPE OF PROPERTY TRANSFERRED: ❑Single-family residence ❑ Agricultural ❑ Timeshare ❑ ldple-family residence(no.of units: ❑ Co-op/Own-your-own ❑ Manufactured Home ❑ ommercial/Industrial Condominium ❑ Unimproved lot Other(Description: AgAeeE/ D� �_,I A_J CF B. IS THIS PROPERTY INTENDED AS YOUR PRINCIPAL RESIDENCE? Yes No If`Yes',enter date of occupancy ! or intended occupancy 1 Month Day Month Day C. Is Personal Property included in the Purchase Price(i.e.furniture,farm equipment,machinery,etc. (other than a manufactured home subject to local property tax?) ❑ Yes No If yes,enter the value of the personal property included in the purchase price$ (Attach itemized list of personal property) D. IS A MANUFACTURED HOME included in the purchase price? ❑ Yes Q No If yes,how much of the purchase price is allocated to the manufactured home? $ Is the manufactured home subject to local property tax? ❑ Yes 0 No What is the Decal Number? E. DOES THE PROPERTY PRODUCE INCOME? ❑ Yes O No If yes,the income from: ❑ Lease/Rent ❑ Contract ❑ Mineral Rights ❑ Other—Explain: F. WHAT WAS THE CON_�XTION OF THE PROPERTY AT THE TIME OF SALE? ❑ Good © Average ❑ Fair ❑ Poor Please explain the physical condition of the property and provide any other information(such as restrictions,etc)that would assist the Assessor in determining the value of the property. I certify tha the�- regoing is true,correct and complete to the best of my knowledge and belief. Signed �.//J Date NEW O ORPORATE OFFICER �n � Please Print Name of New Owner/Corporate Officer /'W K Xd f4A1P 0 ✓•I', .S/%c (NOTE:The Assessor may contact you for further information) If a document evidencing a change of ownership is presented to the recorder for recordation without the concurrent Sling of a Preliminary Change of Ownership Report,the recorder may charge an additional recording fee for twenty dollars($20). This Document was electronically recorded by First American Title C Recorded in Official Records,Orange County Tom Daly,Clerk-Recorder ''``�� " �� II IIIIQIIII IIIIII II�IIIIIIIII I IIIIIIIIIIIIIII 121.00 RECORDING REQUESTED By 2005000821612 08:00am 10/13/05 FIRST AMERICAN TITLE COMPANIT 120 8 M10 6 RESIDENTIAL DIVISION Recording Requested By and ) 0.00 0.00 0.00 0.001 s.00 0.00 0.00 0.00 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, !D of j5r1 , 2004/ , is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ("Agency") and HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation ("Developer"). 1. Disposition and Development Agreement. Agency and Developer have executed a Disposition and Development Agreement ("DDA") dated for identification purposes as of °�xaC W, 20 4W 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 th and incorporated herein by this reference (the "Site"). Among oer provisIt ions, the DDA (a) provides for certain restrictions upon the construction of improvements on the Site, (b) provides for the construction by the Developer of a certain number of dwelling units to be sold at an affordable housing cost to persons of very low income. All of the terms, conditions, provisions and covenants of the DDA are incorporated in this Memorandum by reference as though written out at length herein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or document. 2. 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. 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 the residential unit developed on the Site or upon any incorporated or unincorporated association formed to own, manage, operate or agrec/DDA/memorandum of DDA 1 maintain such units or the common areas within the Site, if any, and nothing in this memorandum shall be so construed. IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement by and through their authorized officers on a , 2004—L . The parties have executed this Memorandum on the dates specified immediately adjacent to their respective signatures. HABITAT FOR HUMANITY OF ORANGE REDEVELOPMENT AGENCY OF THE COUNTY, INC. a California non-profit public CITY OF HUNTINGTON BEACH, public benefit corporation body corporate and politic L. ame Chairman I : (circle on airma PresidenWice President ' Dated: g—a7-0 q d.. AND e °r Q l / ency Clerk = APPROVED AS TO FORM: pn name n " u r- ,: .: :..• ITS: (circle oqLSecretary/ ief Financial Officer/Asst. Secretary—Treasurer Q� Agency General Cou el gf/r Dated: 7 2 INITI TED AND APPROVED: REVIEWED AND APPROVED: C �I C Deputy Executive Director E ecutive Director agree/DDA/memorandum of DDA 2 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE (2505) OF "EAST SIDE VILLA TRACT', AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR.UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 RECORDING REQUESTED BY: ) AND WHEN RECORDED MAIL TO: ) 1 (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: 320 CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT A. On or about , 20 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 HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (the "Developer"),which Agreement provides, inter alia, for the disposition and the development of certain real property (the "Site") situated in the City of Huntington Beach, California, and more particularly described on Exhibit"A"attached hereto and made a part hereof by this reference. B. As required in the Agreement and as referenced in the Grant Deed recorded on , 200_, as Instrument No. in Book , Page of the Official Records of Orange County, California, and the Memorandum of Agreement recorded on , 200_, 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. 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. agree/DDA/cert of completion l 2. The conditions and all rights and obligations under the Agreement as pertains to the Improvements are terminated, except as set forth or referenced in the Grant Deed and Memorandum of Agreement referred to in Recital B herein. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed or the Memorandum of Agreement. 4. After recordation of this Certificate of Completion, any person or entity then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Improvements will not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under the Agreement, the Grant Deed or the Memorandum of Agreement, except that such party shall be bound by any and all of the covenants, conditions, and restrictions which survive such recordation. 5. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Property,nor any part thereof. This Certificate of Completion is not notice of completion as referred to in Section 3093 of the California Civil Code. 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 200 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Its: APPROVED AS TO FORM: Agency Clerk Agency Counsel ill P .11 Developer hereby consents to the recording of this Certificate of Completion. HABITAT FOR HUMANITY OF ORANGE COUNTY,INC.,a California nonprofit public benefit corporation By: Its: By: Its: agree/DDA/cert of completion 2 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505) OF 'EAST SIDE VILLA TRACT', AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR.UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 ATTACHMENT NO. 8 SCHEDULE OF FEES Public Works Sewer City $189 1.3% County $2,567 17.8% Water Connection Fee $87 0.6% Construction $79 0.5% Drainage Fee $601 4.2% Traffic Impact $901 6.3% Park& Rec Fees $2,630 18.3% Library Fees $175 1.2% School Fees $2,004 13.9% Planning,Fees CUP Filing Fee $865 6.0% Tent Parcel Map Filing Fee $213 1.5% Special Permit Filing Fee $98 0.7% Final Parcel Map $55 0.4% CC&R Review Fee $146 1.0% Address Assignment $46 0.3% Landscape Plan Check Fee $40 0.3% Landscape Inspection Fee $175 1.2% Inspection Fees $91 0.6% Map Plan Check Fee $175 1.2% Public Impr Plan Check $40 0.3% Public Impr Inspection $437 3.0% Tract Plan Check $175 1.2% Grading Plan Check $304 2.1% Grading Inspection $377 2.6% Water Conn Inspection $218 1.5% Encroachment Permit $449 3.1% Obstruction Permit $18 0.1% Building Plan Check/Perm/Ins $808 5.6% Mech/Elec/Plumbing $437 3.0% Total $14,400 100.0% ATTACHMENT NO. 9 DECLARATION OF COVENANTS, CONDITIONS AND RSTRICTIONS I DECLARATION OF COVENANTS AND RESTRICTIONS ON RESALE 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 HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (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. RECITALS A. Covenantor and the Agency have entered into a certain Disposition and Development Agreement dated 2004 (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 "Site" 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 sixty (60)years from the date Property is last sold or transferred to any subsequent purchaser or transferee(the"Expiration Date"): (a) The Property shall only be owned and occupied by Covenantor or persons or families of"Very Low Income." "Very Low Income"shall mean persons or families earning Fifty Percent(50%)or less of Orange County median income,adjusted for appropriate household size. (b) The Property shall be kept available at Affordable Housing Cost (as defined below)to the Covenantor or other persons or families of very low income. Affordable Housing Cost shall mean, as to each person or family of very low income,that purchase price which would result in monthly housing payments which do not exceed an amount under any currently prevailing conventional home mortgage lending rates agree/DDA/decl covenants&restrictions I 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 Percent (30%) of Fifty Percent (50%) of the Orange County monthly median income for those persons and families of very low income, as determined by the United States Department of Housing and Urban Development, or established by the State of California, pursuant to Health & Safety Code Section 50093 or a successor statute. (c) The covenant contained in this Section 1 shall run with the land. The Expiration Date for the covenant contained in this Section 1 shall be sixty (60) years from the date the Property is last sold or transferred. 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 Very Low income, (c)that the proposed transfer occurs at an Affordable Housing Cost. The property shall be owner-occupied at all times and cannot be leased or rented. 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 Very Low Income person or family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. Covenantor shall cooperate with the 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. a6 Covenantor Initials The covenant contained in this Section 2 shall run with the land. The Expiration Date for the covenant contained in this Section 2 shall be sixty (60) years from the date the Property is last sold or transferred. 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, ancestry, agree/DDA/decl covenants&restrictions 2 national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Covenantor itself or any person claiming under or through it,establish or permit any such practice or practices of discrimination or segregation. (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, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed. The foregoing covenants shall run with the land." (b) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account race, color, religion, sex, marital status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability 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 the premises." Nothing in this Section 3 shall be construed to authorize the rental or lease of the Property; the Property shall be owner occupied at all times and cannot be leased or rented. The covenants in this paragraph 3 shall run with the land in perpetuity. 4. Covenants Do Not Impair Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 5. Covenants for Benefit of 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 action at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. agree/DDA/decl covenants&restrictions 3 IN WITNESS WHEREOF, the Agency and the Developer have exec ted this Agreement by and through their authorized officers on �Ec��'L ,2007. COVENANTOR: COVENANTEE: HABITAT FOR HUMANITY OF ORANGE REDEVELOPMENT AGENCY OF THE CITY COUNTY, INC. a California non-profit public OF HUNTINGTON BEACH, public body benefit corporation corporate and politic B?2�printunai se h L, e 5 1J Chairm ITS: (circle one) Chairman resident[Vice President AND Agency Clerk By: YAPPROVED AS TO FORM: print name M� ITS: (circle one) Secrets hief Financial Agency General Co self/,�Q� Officer/Asst. Secretary-Treasurer INIT ED AND APPROVED: REVIEWED AND APPROVED: ffimd f, )w Dep Executive ire r ExecutiNj Director agreeMDA/decl covenants&restrictions 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California �//�� County of `C� ss. On —, bZfore me, A U;SiGr Date Name Ad Title of Officer(e.g.,'Jane Doe,No ry Public' per o &jAnally appeared Q Yg 4�/!2 f� , Names)of Signers) I Ypersonally known to me to be the persoro whose namtes is re i scribed to the within instrument and acknowledged to me that he/shehe executed the same in his/he eir authorize capaci Ies and that by his/he e( signatureaon the instrument the persona or t e KELLY LOUISE MANDIC entity upon behalf of which the person acted, Commission It 1372899 executed the instrument. $ :-� Notary Public - California Orange County My Comm.Expires Sep 1,2006 WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General fle, ❑ Partner—❑ Limited ❑General ❑ Attorney in Fact To of thumb here ❑ Attorney in Fact p Top of thumb here El Trustee El Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 0 2004 National Notary Association-9350 De Soto Ave.,P.O.Box 2402-Chatsworth,CA 91313-2402 Rem No.5907 Reorder.Call Toll-Free 1-800-876-6827 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505) OF "EAST SIDE VILLA TRACT", AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-I11-40 DDA Summary Report Pursuant to Section 33433 of the California Community Redevelopment Law £ M Q '� 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 HABITAT FOR HUMANITY OF ORANGE COUNTY INC. This Summary Report has been prepared by the Redevelopment Agency of the City of Huntington Beach (the "Agency") pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Disposition and Development Agreement (the "DDA:) between the Agency and Habitat for Humanity of Orange County Inc. (the "Developer"). The transaction requires the Agency to convey to the Developer one lot of approximately 2,750 square feet located at 2502 Delaware Street. This lot is located outside of the Huntington Beach Redevelopment Project Area (the "Project Area"), but will benefit the Project Area by allowing for the construction of a single-family housing unit to be sold to a very-low income household. This Summary Report is based upon information contained within the DDA; and is organized into the following seven sections: I. Salient Points of the DDA: This section identifies the major responsibilities imposed on the Developer and the Agency by the DDA. II. Cost of the DDA to the Agency: This section details the cost of the DDA to the Agency, including property acquisition costs and direct Agency financial assistance. III. Estimated Value of the Interests to be Conveyed. Determined at the Highest Use Permitted Under the Redevelopment Plan: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the existing zoning and the requirements imposed by the redevelopment plan. IV. Estimated Reuse Value of the Interests to be Conveyed: This section estimates the value supported by the Site based on the required use, development costs, and with the covenants and conditions required by the Agreement. V. Consideration Received and Comparison with the Fair Reuse Value: This section describes the compensation to be received by the Agency, and the reasons for any difference between the compensation and the fair reuse value of the Site. VI. Blight Elimination: This section describes the blighting conditions on the Site, and explains how the implementation of the DDA will alleviate the blighting influence. VII. Conformance with the AB1290 Implementation Plan: This section explains how the DDA complies with the redevelopment strategy identified in the Agency's adopted AB1290 Implementation Plan. This report and the DDA are to be made available for public inspection prior to the approval of the DDA. I. SALIENT POINTS OF THE DDA A. Developer Responsibilities Under the proposed DDA, the Developer must accept the following responsibilities: 1. The Developer must accept the Site from the Agency for no financial consideration. 2. The Developer must construct all on-site improvements required to serve the Site. 3. The Developer must construct one two-bedroom single-family detached unit including garage and private open space. 4. The project improvements must comply with construction drawings approved by the Agency, and must be constructed in workmanlike fashion, using first class materials. 5. The Developer must sell the unit at an affordable purchase price to a very-low income household as defined in Section 50052.5 of the California Health and Safety Code. The income and affordability restrictions must remain in place for at least 60 years. 6. The Developer must execute and record Covenants, Conditions and Restrictions for affordable housing as approved by the Agency. 2 B. Agency Responsibilities Under the proposed Agreement, the Agency must accept the following responsibilities: 1. The Agency has purchased or will purchase the site from the City of Huntington Beach and must convey the site to the Developer for no consideration. 2. The Agency must perform all relocation required by law as a result of the DDA at its sole cost. 3. The Agency must pay for investigation and/or remediation of hazardous environmental conditions on the site up to a maximum cost exposure to the Agency of$18,360. 4. The Agency must pay for private improvements on the site and any necessary public improvements off the site required by the City and/or the Agency up to a maximum cost exposure to the Agency of$8,640. 5. The Agency must pay all permit fees required by the City and any other governmental agency affected by the development of the site up to a maximum cost exposure to the Agency of$14,400. II. COST OF THE AGREEMENT TO THE AGENCY The Agency costs to implement the DDA consist of the site assemblage costs and the Agency development assistance financed under the terms identified in the DDA, estimated as follows: Agency Costs Site Acquisition Costs $153,000 Development Assistance Environmental Assessment & Remediation 18,360 On Site & Off Site Improvements 8,640 Permit Fees 14,400 Total Agency Cost $194,400 Agency Revenue 0 Net Agency Revenue/(Cost) $194,400 As shown in the table above, the total cost to the Agency is estimated at $194,400. 3 --- ----- -- -- Ill. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Section 33433 of the California Health and Safety Code requires the Agency to identify the value of the interests being conveyed at the highest use allowed by the Site's zoning and the requirements imposed by the Redevelopment Plan. The valuation must be based on the assumption that near-term development is required, but the valuation does not take into consideration any extraordinary use and/or quality restrictions being imposed on the development by the Agency. This valuation must be based on the assumption that the Site is vacant, and in a developable state. The City commissioned a highest and best use appraisal of the site in October 2003, to establish the price paid to acquire the site by the Agency. This appraisal concluded that residential development represents the highest and best use of the site and that the fair market value was established as a range of$150,000 to $170,000. The highest value provided in this range represents the estimated fair market value. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED The Agency performed a valuation analysis of the scope of development required by the Agreement. This analysis indicated that Habitat for Humanity projects are unique in that the majority of the development costs are funded using volunteer labor and donated materials and that Habitat for Humanity then sells the units to very-low income households with interest-free first trust deed mortgages. The reuse valuation took these factors into account and concluded that absent any public financial assistance, the project could not support any land payment. In fact, the analysis indicated that the site would have to be donated at no cost and that direct financial assistance would have to be provided to make the project financially feasible. V. CONSIDERATION RECEIVED AND COMPARISON WITH THE FAIR REUSE VALUE Under the terms of the DDA, the Agency's costs consist of site assemblage and development assistance. The Agency determined that the site would be ideal for construction of an affordable residential unit. This project will complete the development of remnant parcels from the recently completed widening of Yorktown Street. Three earlier parcels were developed with single-family homes by Habitat for Humanity, and it was anticipated at the time that this final parcel would ultimately be developed by Habitat for Humanity. In order to develop the site as affordable housing for very-low income homeownership, the Agency must convey the site to the Developer for no consideration. 4 VI. BLIGHT ELIMINATION The Creation of affordable housing is mandated by Section 33413 of the California Health and Safety Code. In addition, the site is currently vacant and located in the midst of a residential neighborhood. Thus, the proposed development of the site will eliminate the blighting influence of the vacant lot by introducing a new quality residential project to the neighborhood. It will additionally fulfill a portion of the Agency's obligation to provide affordable housing units for very-low income households. VII. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The Huntington Beach Redevelopment Project Area is subject to the affordable housing production requirements imposed by California Heath and Safety Code Section 33413, and set forth in the Agency's AB1290 Implementation Plan. The proposed development provides one "for sale" housing unit for very-low income households. In compliance with the Section 33413 requirements, the unit will be subject to deed restrictions mandating that for a minimum of 60 years, the unit be owned by very-low income households at an affordable housing cost. Thus, the proposed development furthers the goals of the AB1290 Implementation Plan. 5 RCA Approving Sale of Property at 2502 Delaware Street from the City to the Redevelopment Agency Council/Agency Meeting Held: 143 Deferred/Continued to: Approved 0 Conditionally Approved I] Denied j� City C 's Sigoture Council Meeting Date:. November 17, 2003. Department ID Number: ED 03-31 CITY`OF"HUNTINGTON BEACH REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY ACTION z i SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND CITY COUNCIL C", z��'- MEMBERS/REDEVELOPMENT AGENCY MEMBERS j� GI SUBMITTED BY: RAY SILVER, City Administrator/Executive Director G� PREPARED BY: DAVID C. BIGGS, Director of Economic Development/Deputy Executive Director CLAY MARTIN, Director of Administrative Services ' SUBJECT: Approve Sale of Property At 2502 Delaware Street Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: The City owns an approximately 3,750 square foot parcel which is a remnant from the recent Yorktown Street widening. The Redevelopment Agency proposes to purchase the property from the City for an additional Habitat for Humanity housing project. Funding Source: Redevelopment Agency Housing Set Aside Recommended Action: City Council: 1. Approve the sale of the parcel at 2502 Delaware Street to the Redevelopment Agency for $153,000 : :(appraised value less 10%)_and Authorize the..Mayor and.City Clerk to execute the deed from the .City.to the Redevelopment.Agency;and send to the County for recordation after the Agency Clerk has affixed the acceptance Certificate of the Redevelopment Agency. Redevelopment Agency: 1. Authorize acceptance of the deed by the Redevelopment Agency. Alternative Action(s): 1. Retain the parcel for an unidentified possible future public use; or R REQUEST FOR COUNCIL/REDEVELOPMENT.AGENCY.ACTION. MEETING DATE: November 17, 2003 DEPARTMENT ID NUMBER: ED 03=31 2. _Direct staff to utilize a broker to market the property for sale through the surplus.property sales process. Analysis": On May.5, 2003, the City Council -considered the possible.sale of this. parcel to The Redevelopment-Agency:�-The'-Council did `hot'take action on the-proposed sale at that time and directed staff to get an updated value on the property. Staff secured some updated comparable sales in Huntington Beach and asked Lee & Associates to provide an updated value after evaluating these comparables. The updated Opinion as to Value .(attachment 1) dated October 3, 2003, establishes a value range of.$150,00 to $170,000. Michael Heineke, Real Property Agent in the Administrative Services Department also reviewed the updated Opinion as to Value and while he believes the.initial.value was appropriate, he concurs with using the higher valuation. His analysis is attached (Attachment 2). . As such, it is recommended that the City Council proceed with the sale of the property to the Redevelopment Agency based on the highest value provided in the range in the updated Opinion as to Value. In August of 1998, the City sold the Redevelopment Agency three parcels that were remnants from the Yorktown Street_ widening (Attachment 3). This sale`was made after the City `had attempfed to"sell`these parcels through the- surplus-sales' process `and'did..not = receive-an acceptable-bid. These'ahree:-parcels were subsequently developed with single- family homes by Habitat for Humanity. It was anticipated at the time that the. subject parcel, once acquired and the street work completed, would ultimately be sold to the Redevelopment Agency for a fourth Habitat for Humanity unit. With the street work competed, it is now timely for the City to dispose of the parcel at 2502 Delaware Street. Under the Surplus Real Property provisions-of the City.s Municipal Code; sales, conveyances, and leases to the Redevelopment Agency are exempt from the surplus property procedures. In addition, Section 33220 of the State Health & Safety Code provides that a City may sell property to a redevelopment agency, upon the terms and with or without consideration as it..determines. The:parcels updated fair.market value of$170;000 has,been established_ in an Opinion As to Value obtained by the Real Estate Services Division in'October 2003. In recognition of the transaction-,costs and sales commission avoided through a sale to the Redevelopment Agency,. together, with: the .property_..being sold. for a deed restricted affordable housing development, the Redevelopment Agency will be paying $153,000 for the ,parcel.. : This represents the fair market value less 10%, the same terms under which the Redevelopment acquired the three previous parcels. The Redevelopment Agency's payment of $153,000 will be credited to the Measure M account, the original source for the acquisition of the.property. r�� Environmental Status: N/A r3 r G:\David\RCAS\2052de1awace2_d6c 1.1/6/2003'2:0.1 PM' REQUEST FOR COUNCIL/REDEVELOPMENT AGENCY ACTION MEETING DATE: November 17, 2003 DEPARTMENT ID NUMBER: ED 03-31 Attachment(s): NumberCity Clerk's Page . Description 1 Opinion as to Value dated October 3, 2003.. 2 Memorandum dated October 7, 2003 3 Map of Parcel 4 Grant Deed RCA Author: D.Biggs,ext. 5909 10 3 G:\David\RCAS\2052de1aware2.doc -3- 11l3/2003 2:51 PM City Resolution Approving the Transfer of Property and Approving the Disposition and Development Agreement ttll -- -------- RESOLUTION NO. 2 o 0 4_7 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING THE TRANSFER AND SALE OF CERTAIN PROPERTY OUTSIDE OF THE REDEVELOPMENT PROJECT AREA;BUT IN BENEFIT TO THE MERGED REDEVELOPMENT.PROJECT AREA,TO HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO; AND MAKING CERTAIN FINDINGS WITH RESPECT TO SUCH SALE (2502 DELAWARE STREET) WHEREAS, the Redevelopment Agency of the City of Huntington Beach(the "Agency") is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Merged Redevelopment Project area(the "Project") and has adopted an Implementation Plan for the Project in accordance with California Health and Safety Code Section 33490 (the "Implementation Plan"); and California Health and Safety Code Section 33334.2 and the Redevelopment Plan for the Merged Redevelopment Project area("Project Area") authorizes and directs the Agency to expend not less than twenty percent(20%) of all taxes that are allocated to the Agency pursuant to California Health and Safety Code Section 33670 (all section references herein are to the Health and Safety Code unless otherwise specified) for the purpose of increasing, improving and preserving the.community's supply of low and moderate income housing available at affordable housing cost to persons and families of low and moderate income; lowei income, and very low income; and Pursuant to applicable law,the Agency has established a Low and Moderate Income Housing Fund ("Housing Fund"); and Pursuant to Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very low income and lower income households, or persons and families of low and moderate income to the extent those households cannot obtain housing at affordable costs on the open market; and Pursuant to Section 33334.2(g), Huntington Beach City Council Resolution No. 6026 dated June 26,,1989, and Agency Resolution No. 174 dated June 26, 1989,the Agency is authorized to make expenditures from the Housing Fund outside redevelopment project.areas if such use will be of benefit to one or more of the project areas; and The Agency is required pursuant to Section 33413 to rehabilitate, develop or construct replacement dwelling units for those units housing persons and families of lower income which have been destroyed or removed from the lower income housing market as part of a redevelopment project; and The Agency has destroyed and removed certain units which housed persons of lower income within the Project Area; and 04reso/habi tat-de Iaware 1 Resolution No. 2004-75 In order to carry out and implement its affordable housing activities, the Agency proposes to sell certain property outside of the Project Area to Habitat for Humanity of Orange County, Inc., a California Non-Profit Benefit Corporation (the"Developer"),to construct improvements thereon, pursuant to the terms and provisions of a certain Disposition and Development Agreement (the"Agreement"), which Agreement contains a description of said property and provides for the construction of one (1) residential unit for sale to a very low income household (the"Development"); and The Developer has submitted to the Agency and this City Council of the City of Huntington Beach copies of said proposed Agreement in a form desired by the Developer; and The Agency has reviewed and discussed said proposed Agreement, and has recommended that the City Council approve and the Agency enter into the Agreement; and Pursuant to the California Community Redevelopment Law(California Health and Safety Code, Sections 33000, et seq.) the Agency and the City Council held a joint public hearing on the proposed sale of such real property pursuant to such Agreement; having duly published notice of such public hearing and made copies of the proposed Agreement and other reports and documents available for public inspection and comment; and WHEREAS,the City Council has duly considered all terms and conditions of the proposed sale of real property and believes that the development of the real property pursuant to the proposed Agreement is-:in the best interests of the City and health,safety,morals and welfare. of its residents, and in accord with.the:public purposes and provisions of applicable stafe,and local law and requirements; NOW, THEREFORE,the City Council of the City of Huntington Beach, does hereby resolve as follows: 1. The City Council recognizes that it has received and heard all oral and written objections to the proposed Agreement,to the proposed sale of the real property and construction of the improvements thereon pursuant to the proposed Agreement, and to other matters pertaining to this transaction, and that all such oral and written objections are hereby overruled. 2. The City Council hereby finds and determines that the consideration of be paid by the Developer for the sale of the real property as described in the Agreement is not less.than the fair reuse value at.the use and with the covenants and.conditions and development costs. authorized by the Agreement. The City Council hereby further finds and determines that all` consideration to be paid under the Agreement is in amounts necessary to effectuate the purposes of the Redevelopment Plan for the Redevelopment project. 3. The City Council hereby finds and determines that the sale of the property is of benefit to the Merged Redevelopment Project area, and is consistent with the Implementation Plan. 4. The Project is categorically exempt from the provisions of the California Environmental Quality Act("CEQA") pursuant to Section 15303, Class 3 and Section 153012, Class 12 of the State CEQA Guidelines. 04reso/habi tat-del aware 2 i Resolution No. 2004-75 5. The City Council finds and determines that the housing unit to be constructed by the Agreement which is restricted to persons and families of very low income qualify as a replacement dwelling unit for those dwelling units in the Project Area which were destroyed and removed pursuant to the Redevelopment Project, or are required as a production unit under Health and Safety Code Section 33413 6. The sale of the real property and the Agreement which establishes the terms and conditions for the sale and development of the real property are hereby.approved. 7. The City Council hereby authorizes the City Clerk to deliver a copy of this Resolution to the Executive Director and members of the Agency. A copy of the Agreement, when executed by the Agency, shall be placed on file in the office of the City Clerk. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 2.Oi-h day of SpptemhPr ,200_4_. REVIEWED AND APPROVED: APPROVED AS TO FORA: nt w City Administrator �Yrn Attoe ly INITIATED AND APPROVED: Di ector of Economic 15evelopment 04reso/habitat-delaware 3 Res. No. 2004-75 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L. FLYNN the duly appointed, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do.hereby.certify that the whole number of members of the City Council of the City of.Hu.ntington$each is seven; that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at an regular meeting thereof held on the 20th day of September, 2004 by the following vote: AYES: Sullivan, Coerper, Hardy, Green, Boardman NOES: None ABSENT: Cook,-(Vacant Position.Unfilled) ABSTAIN: None CV Clerk and ex-offici Clerk of the City Council of the City of Huntington Beach, California Agency Resolution Approving the Transfer of Property and Approving the Disposition and Development Agreement $ _ r k:C- RESOLUTION NO. _ 3 51 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING THE SALE OF CERTAIN PROPERTY OUTSIDE OF THE REDEVELOPMENT PROJECT AREA, BUT IN BENEFIT TO THE MERGED REDEVELOPMENT PROJECT AREA,TO HABITAT FORHUMANITY OF ORANCE COUNTY,INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO; AND MAKING CERTAIN FINDINGS WITH RESPECT TO SUCH DISPOSITION AND DEVELOPMENT AGREEMENT AND SUCH SALE (2502 Delaware Street) WHEREAS,the Redevelopment Agency of the City of Huntington Beach(the "Agency") is engaged in activities necessary to carry out and implement the Redevelopment Plan for the Redevelopment Project(the"Project") and has adopted an Implementation Plan for the Redevelopment Project in accordance with California Health and Safety Code Section 33490 (the "Implementation Plan"); and California Health and Safety Code Section 33334.2 and the Redevelopment Plan for the Merged Redevelopment Project area("Project Area") authorizes and directs the Agency to expend not less than twenty percent (20%) of all taxes that are allocated to the Agency pursuant to California Health and Safety..Code Section 33670(all section references.herein are to..the Health and Safety Code unless otherwise specified)for the purpose of increasing,,improving and, preserving the community's supply of low and moderate income housing available at affordable housing cost to persons and families of low and moderate income, lower income, and very low income; and Pursuant to applicable law,the Agency has established a Low and Moderate Income Housing Fund ("Housing Fund"); and Pursuant to Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very low income and lower income households, or persons and families of low and moderate income to the extent those households cannot obtain housing at affordable costs on the open market; and Pursuant to Section 33334.2(g), Huntington Beach City Council Resolution No. 6026 dated June 26, 1989, and Agency Resolution No. 174 dated June 26, 1989,the Agency is authorized to make expenditures from the Housing Fund outside redevelopment project areas if such use will be of benefit to one or more of the project areas; and The Agency is required pursuant to Section 33413 to rehabilitate, develop or construct replacement dwelling units for those units housing persons and families of lower income which have been destroyed or removed from the lower income housing market as part of a redevelopment project; and The Agency has destroyed and removed certain units which housed persons of lower income within the Project Area; and 04reso/habitat—Delware Agency 1 Resolution No. 351 In order to carry out and implement such Redevelopment Plan,the Agency proposes to sell certain property outside of the Project Area to Habitat for Humanity of Orange County, Inc., a California Non-Profit Benefit Corporation(the"Developer"), to construct improvements thereon, pursuant to the terms and provisions of a certain Disposition and Development Agreement(the "Agreement"),which Agreement contains a description of said.property and provides for the construction of one (1`) residential unit for sale to a.very low.income household (the"Development"); and The Developer has submitted to the Agency and the City Council of the City of Huntington Beach copies of said proposed Agreement in a form desired by the Developer; and Pursuant to the proposed Agreement,the one (1) residential units in the Development(the "'Affordable Units")will be occupied by and restricted to persons and families of very low income, at an affordable housing cost; and Pursuant to.the proposed Agreement, certain Development Costs will be paid in part from a grant to be made by the Agency to Developer with Low and Moderate Income Housing Funds from the Redevelopment Project; and The Agency has reviewed and discussed said proposed Agreement, and has recommended that the City Council approve and the Agency enter into the Agreement; and ... Pursuant to"the California Community Redevelopment Law(California Health and Safety Code, Sections 33000, et seq.)the Agency and'the City Council held a joint public hearing on the proposed sale of such real property pursuant to such Agreement; having duly published notice of such public hearing and made copies of the proposed Agreement and other reports and documents available for public inspection and comment; and The Project is categorically exempt from the provisions of the California Environmental Quality Act("CEQA")pursuant to Section 15303, Class 3 and Section 153012, Class 12 of the State CEQA Guidelines; and The Agency has duly considered all terms and conditions of the proposed sale of real property and believes that the development of the real property pursuant to the proposed Agreement is in the best interests of the City and the health;.safety; morals and-welfare of its residents, and in accord with the public purposes and provisions of applicable state and local law and requirements. NOW, THEREFORE,the Redevelopment Agency of the City of Huntington Beach,does hereby resolve as follows: 1. The Agency recognizes that it has received and heard all oral and written objections to the proposed Disposition and Development Agreement,.to the proposed sale of the real property and construction of the improvements thereon pursuant to the proposed Agreement, and to other matters pertaining to this transaction, and that all such oral and written objections are hereby overruled. 04reso/habitat—Delware Agency 2 Resolution No. 351 2. The Agency hereby finds and determines that the consideration of be paid by the Developer for the sale of the real property as described in the Agreement is not less than the fair reuse value at the use and with the covenants and conditions and development costs authorized by the Agreement. The Agency hereby further finds and determines that all consideration to be paid under the Agreement is in.amounts necessary to effectuate the purposes of the Redevelopment Plan for the Redevelopment Project. 3. The Agency finds and determines that expenditures from the Housing Fund as contemplated by the Agreement will directly and specifically benefit, improve and preserve the community's supply of low income housing within the meaning of Section 33334.2. 4. The Agency hereby finds and determines that the sale of the property and the expenditure of Housing Funds are of benefit to the Merged Redevelopment Project area, and is consistent with the Implementation Plan. 5. The sale of real property and the Disposition and Development Agreement which establishes the terms and conditions for the sale and development of the real property are hereby approved. 6. The Executive Director of the Agency (or his designee) is hereby authorized to execute the Disposition and Development Agreement on behalf of the Agency, provided that the City Council has first approved such Agreement and the sale of the real property and the construction of the improvements,thereon pursuant thereto.' A copy of the Agreement,when executed by the Agency,shall be placed on file in the office of the Secretary of the Agency. 7. The Executive Director of the Agency (or his designee) is hereby authorized on behalf of the Agency,to sign all documents necessary and appropriate to carry out and implement the Agreement and to administer the Agency's obligations,responsibilities and duties to be performed under said Agreement. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 20th day of September , 200 4 . JF an REVIEWED AND APPROVED: PPROVED AS TO FORM: c,LL C xecutive Director I ency General Counsel INITIATED AND APPROVED: C !� De uty Executive Director 04reso/habitat—Delware Agency 3 Res. No. 351 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON BEACH ) I, JOAN FLYNN, Clerk of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a regular meeting of said Redevelopment Agency held on the 20th day of September 2004 and that it was so adopted,by the following vote: AYES: Sullivan, Coerper, Hardy, Green, Boardman NOES: None ABSENT: Cook, Vacant Unfilled Position ABSTAIN: None rk of the RedevelopriUnt Agency of the City of Huntington Beach, CA � PowerPoint Presentation . : \W Habitat for Humanity Disposition and Development Agreement 2502 Delaware Street Affordable Housing Project City of Huntington Beach September 20, 2004 Agenda,Item Background In 2001 , the Redevelopment : Agency and Habitat for Humanitya partnered to build 3 single-family homes on Yorktown Avenue Homes were built on remnant parcels from Yorktown street widening project The Agency anticipated building four ` x; homes, however, one lot was unavailable in 2001 because it was needed as staging area for street widening project Background City Council approved a Conditional SITE Commitment Agreement in October 2003 for fourth Habitat Yorktown m - home Necessary to meet 2003 HUD deadline for committing Federal HOME Investment Partnership Program Funds to a qualified Community Housing Development Organization (CHDO) m Appropriated $194,400 HOME Funds for project m Agency and Habitat were given one year to negotiate and execute affordable housing agreement Background R4 ml Agency purchased remaining SITE vacant lot at Yorktown & Delaware from City in November 2003 C �'; fAl for $153 000 !-M I 3 g Agency and Habitat have negotiated the recommended Disposition and Development Agreement (DDA) for 2502 Delaware Street i r i ® Orange County chapter formed in 1988, has completed 107 homes for very low-income families Potential. home buyers are are solicited through advertisements, newspapers, places of worship, radio, and participating cities Habitat leverages donated materials, volunteers, and City subsidies (including land) to build low-cost homes Home buyers pay Habitat's direct cost for each home, 1% down: payment, and are given interest-free. mortgages.. � Home buyers must volunteer 500� hours of "sweat equity" building their home, helping another family build their home,. or working in the Habitat office Terms Agency Responsibilities. Convey 2502 Delaware Street to Habitat (valued at $153,000) � Pay up to $41 ,400 for development costs ® Environmental assessment and remediation On site and off site improvements Permit fees Total cost to Agency is $194,400 using Federal HOME Investment Partnership Program Funds �: -�: d; st Vsui DDA Terms Habitat Responsibilities V • Construct one two-bedroom single °�- family home • Sell home to a very low-income family at an affordable price (estimated at $95,000) Execute and record covenant ensuring home will remain affordable for 60 years 2004 Income Limits Household Size Very Low-Income 1 $26,450 2 $30,250 3 $34,000 4 $37,800 Recommended Action City Council/Redevelopment Agency Open the public hearing, take testimony, and close the public hearing on the proposed DDA. City Council Adopt Resolution No. approving the transfer of property and approving the DDA. Temporarily waive the City's insurance requirements for the purpose of approving the DDA. Direct staff to ensure that insurance requirements are met by Habitat by the close of escrow., ,3 Recommendedn Redevelopment Agency Adopt Resolution No. , approving the transfer of property and approving the DDA. Approve the DDA with Habitat for Humanity for $194,400 using Federal HOME Investment Partnership Program Funds for an affordable housing project at 2502 Delaware Street. Authorize execution and recordation of the DDA, all attachments, and other necessary related documents by the Agency Chairman, Executive Director, and Clerk when advisedi by the Agency General Counsel, 94 Rl RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Habitat for Humanity Affordable Housing Project at 2502 Delaware Street COUNCIL MEETING DATE: September 20, 2004 RCA AT CH TAMENTS STATUS _ Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached Not Appiicable ❑ Tract Map, Location Map and/or other Exhibits Attached Not Applicable ❑ Attached Contract/Agreement (w/exhibits if applicable) Not Applicable ❑ Signed in full by the City Attorney Attached ❑ Subleases, Third Party Agreements, etc. Not Applicable Approved as to form by City Attorney Certificates of Insurance (Approved b the CityAttorne Attached El pp y y) Not Applicable ❑ hed El Impact Statement (Unbudget, over $5,000) Not Attac Applicable Bonds (If applicable) Attached Not Applicable Staff Report (If applicable) Attached ElNot A licable Commission,.Board or Committee Report If applicable) Attached ❑ p ( pp ) Not Applicable Find in s/Conditions for Approval and/or Denial Attached ❑ g pp Not Applicable EXPLANATION FORNISSING ATTACHMENTS The City's insurance requirements are requested to be temporarily waived until the close of escrow. At that time, insurance certificates will be obtained and approved. REVIEWED: r re RETURNED ,. a FORWARDED_; Administrative Staff Assistant City Administrator Initial City Administrator(Initial) City Clerk d EXPLANATION FOR RETURN"OF IT-M- (Below Space For City Cierk's Use Only) I RCA Author: HOLTZ(5901) PROOF OF PUBLICATION STATE OF CALIFORNIA) ) ss. f; PUBU(�NOTI(E COUNTY OF ORANGE ) b.y the Agency to the �N011@E�OFJOlNTPUBII( Developer. HEARING BYTHE(ITYproposed terms and conditions of such (OUN�ILOFTHE�ITYOF conveyance of real am a Citizen of the United States and a HUNTINGTONBEAEHAND Property. 3.The proposed DDA. ;THE�REDEVEIOPMENT 4. All evidence and resident of the County aforesaid; I am AGEN(YOFTHEtITYOF testimony fur and i:> against the approval of over the age of eighteen years, and not a HUNTINGTONBEA(HONA the DDA,the conveyance RR party DISPOSITION of real property and the 3-v-r-1«�- terms and conditions party to or interested in the below entitled ;ANC Dj�DEVELOPMENT AGREE- therefore. s;MENTPROVIDINGFORTHEti The agency has pre- matter. I am a principal clerk of the "f paceli a Summary Report em'(CONVEYAN@E:OF'REAL in connection with the HUNTINGTON BEACH INDEPENDENT, �PROPERTYsWRHINTHE{ITY Agreement that de- i Er scrib-es the specifics: uOFHUNTINGTON�BEA(HTO 5.The cost of the DDA a newspaper of general circulation, - � - g -HABITATIFOHUMANITY OF to the Agency. printed and published in the City of "`ORANGE(OUNTYIN(. 6.The estimated value of the interests to be NOTICE Ix HHREBY conveyed Huntig . n ton Beach, County of Orange, KGIVEN THAT THE City 7. The purchase price Gouncil'of the Cit of State of California, and that attached y of the Property to be fiu�ti gton Beach, Cali- conveyed. for:na`.�(thKe "City")-and g, qn explanation of Notice is a true and complete copy as �•ii:e .:R.ed.ewel�op�ment why the project will ggency of the City of assist in the elimination Huntirf rnn Beach (hhe of blight. was printed and published in the "e y`t: will hold a 9. Other pertinent Huntington Beach issue of said Public. hearing• on ;analysis: September 20, 2004, at The env.ironment•al newspaper to wit the Issue(s) of, the h'o o`f 7:00 PM, or impacts of the proposed soon thereafter as the proiect have been ana- matter can be heard, at lyzed in environmental City Hall, 2000 Main 'impact reports and 5treet, - Huntinghon .documents: Beach, California, pur- At tthe above stated siiant to California day, hour, aritl place, August 26 , 2004 Community Redevelop- an.y and all persons men t Law (Health and ; having objections to or 2004 Safety Code Section wishing to express September 2, 33000, et seq.) for the+, support of the proposed purpose of considering DDtA, the proposed the approval of proposed conveyance of real Disposition and Devel- property or the proposed opment Agreement (.the terms and conditions ';D�DA��) between the� thereof may appear and Agency and Habitat for be heard before the. SHiimanit•y. of= Orange-. Agency and the City Gouty Inc. (the; Council. An.y�: person AMER ; desiring to be heard at declare under penalty of perjury, that e#iT'e"DDA between the j the hearing wlll be t f Agency and the Devel- afforded an dpportunity the foregoing is true and correct. � gper concerns the dis- to be heard. �posifiun of property The documents re- lwhich has been or may (erred to above are be acquired by the available for public Agency and conveyed to inspection and copying Executed on September 2, 2004 °Rhe Developer. The during the regular office "property to be conveyed hours at the office of =iions�i'st�'sof one parcel the City Clerk and the at Costa Mesa, California. of>approximately 2,750 .Clerk of the Redevelop- spuar`e feet commonly men6 Agency,, City H. known as 2502 Delaware 2000 Main Street, Hun- §t�eet.The DDA includes tington :Beach, Califor- ih'e .terms for ,the nia. deve opment of a single- Dated August 2Q,2Q04 famIy unit.for affordable Joa ynn, ohusing. 61ty Clerk of t Signature he �The p pose of the Cify o lRyriyington ijoint,putilic hearing is to each and Clerk of the consi'd'er: Redevelopment Agency 1-'Thes,pr�0p steed=con- of theClty _yeNa`ncetofeieal'property of Hurdington Beach. Published' Huntington Beach"I dependent Au- gust 26, September 2, 2004 `_' 14.921 07-Eve Hoc7a 3 6 Y_ PUBLIC NOTICE dx 9� ,A NOTICE OF JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ON.A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT PROVIDING FOR THE CONVEYANCE OF REAL PROPERTY WITHIN THE CITY OF HUNTINGTON BEACH TO HABITAT FOR HUMANITY OF ORANGE COUNTY INC. NOTICE IS HEREBY GIVEN THAT THE City Council of the City of Huntington Beach, California (the "City") and the Redevelopment Agency of the City of Huntington Beach (the "Agency") will hold a joint public hearing on September 20, 2004, at the hour of 7:00 PM, or soon thereafter as the matter can be heard, at City Hall, 2000 Main Street, Huntington Beach, California, pursuant to California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) for the purpose of considering the approval of proposed Disposition and Development Agreement (the "DDA") between the Agency and Habitat for Humanity of Orange County Inc. (the "Developer"). The DDA between the Agency and the Developer concerns the disposition of property which has been or may be acquired by the Agency and conveyed to the Developer. The property to be conveyed consists of one parcel of approximately 2,750 square feet commonly known as 2502 Delaware Street. The DDA includes the terms for the development of a single-family unit for affordable housing. The purpose of the joint public hearing is to consider: 1. The proposed conveyance of real property by the Agency to the Developer. 2. The proposed terms and conditions of such conveyance of real property. 3. The proposed DDA. 4. All evidence and testimony for and against the approval of the DDA, the conveyance of real property and the terms and conditions therefore. The Agency has prepared a Summary Report in connection with the Agreement that describes the specifics: 5. The cost of the DDA to the Agency. 6. The estimated value of the interests to be conveyed. 7. The purchase price of the property to be conveyed. 8. An explanation of why the project will assist in the elimination of blight. 9. Other pertinent analysis. The environmental impacts of the proposed project have been analyzed in environmental impact reports and documents. At the above stated day, hour, and place, any and all persons having objections to or wishing to express support of the proposed DDA, the proposed conveyance of real property or the proposed terms and conditions thereof may appear and be heard before the Agency and the City Council. Any person desiring to be heard at the hearing will be afforded an opportunity to be heard. The documents referred to above are available for public inspection and copying during the regular office hours at the office of the City Clerk and the Clerk of the Redevelopment Agency, City Hall, 2000 Main Street, Huntington Beach, California. Dated August 20, 2004 Joan L. Flynn, City Clerk of the City of Huntington Beach and Clerk of the Redevelopment Agency of the City of Huntington Beach. PUBLIC NOTICE NOTICE OF JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ON A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT PROVIDING FOR THE CONVEYANCE OF REAL PROPERTY WITHIN THE CITY OF HUNTINGTON BEACH TO HABITAT FOR HUMANITY OF ORANGE COUNTY INC. NOTICE IS HEREBY GIVEN THAT THE City Council of the City of Huntington Beach, California (the "City") and the Redevelopment Agency of the City of Huntington Beach (the "Agency") will hold a joint public hearing on Septe.mber20,_2004, at the hour of 7:00 PM, or soon thereafter as the matter can be heard, at City Hall, 2000 Main Street, Huntington Beach, California, pursuant to California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) for the purpose of considering the approval of proposed Disposition and Development Agreement (the "DDA") between the Agency and Habitat for Humanity of Orange County Inc. (the "Developer"). The DDA between the Agency and the Developer concerns the disposition of property which has been or may be acquired by the Agency and conveyed to the Developer. The property to be conveyed consists of one parcel of approximately 2,750 square feet commonly known as 2502 Delaware Street. The DDA includes the terms for the development of a single-family unit for affordable housing. The purpose of the joint public hearing is to consider: 1. The proposed conveyance of real property by the Agency to the Developer. 2. The proposed terms and conditions of such conveyance of real property. 3. The proposed DDA. 4. All evidence and testimony for and against the approval of the DDA, the conveyance of real property and the terms and conditions therefore. The Agency has prepared a Summary Report in connection with the Agreement that describes the specifics: 5. The cost of the DDA to the Agency. 6. The estimated value of the interests to be conveyed. 7. The purchase price of the property to be conveyed. 8. An explanation of why the project will assist in.the elimination of blight. 9. Other pertinent analysis. The environmental impacts of the proposed project have been analyzed in environmental impact reports and documents. At the above stated day, hour, and place, any and all persons having objections to or wishing to express support of the proposed DDA, the proposed conveyance of real property or the proposed terms and conditions thereof may appear and be heard before the Agency and the City Council. Any person desiring to be heard at the hearing will be afforded an opportunity to be heard. The documents referred to above are available for public inspection and copying during the regular office hours at the office of the City Clerk and the Clerk of the Redevelopment Agency, City Hall, 2000 Main Street, Huntington Beach, California. Dated August 26, 2004 Joan L. Flynn, City Clerk of the City of Huntington Beach and Clerk of the Redevelopment Agency of the City of Huntington Beach. 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 HABITAT FOR HUMANITY OF ORANGE COUNTY INC. This Summary Report has been prepared by the Redevelopment Agency of the City of Huntington Beach (the "Agency") pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Disposition and Development Agreement (the "DDA:) between the Agency and Habitat for Humanity of Orange County Inc. (the "Developer"). The transaction requires the Agency to convey to the Developer one lot of approximately 2,750 square feet located at 2502 Delaware Street. This lot is located outside of the Huntington Beach Redevelopment Project Area (the"Project Area"), but will benefit the Project Area by allowing for the construction of a single-family housing unit to be sold to a very-low income household. This Summary Report is based upon information contained within the DDA; and is organized into the following seven sections: 1. Salient Points of the DDA: This section identifies the major responsibilities imposed on the Developer and the Agency by the DDA. II. Cost of the DDA to the Agency: This section details the cost of the DDA to the Agency, including property acquisition costs and direct Agency financial assistance. III. Estimated Value of the Interests to be Conveyed Determined at the Highest Use Permitted Under the Redevelopment Plan: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the existing zoning and the requirements imposed by the redevelopment plan. IV. Estimated Reuse Value of the Interests to be Conveyed: This section estimates the value supported by the Site based on the required use, development costs, and with the covenants and conditions required by the Agreement. V. Consideration Received and Comparison with the Fair Reuse Value: This section describes the compensation to be received by the Agency, and the reasons for any difference between the compensation and the fair reuse value of the Site. VI. Blight Elimination: This section describes the blighting conditions on the Site, and explains how the implementation of the DDA will alleviate the blighting influence. VII. Conformance with the AB1290 Implementation Plan: This section explains how the DDA complies with the redevelopment strategy identified in the Agency's adopted AB1290 Implementation Plan. This report and the DDA are to be made available for public inspection prior to the approval of the DDA. I. SALIENT POINTS OF THE DDA A. Developer Responsibilities Under the proposed DDA, the Developer must accept the following responsibilities: 1. The Developer must accept the Site from the Agency for no financial consideration. 2. The Developer must construct all on-site improvements required to serve the Site. 3. The Developer must construct one two-bedroom single-family detached unit including garage and private open space. 4. The project improvements must comply with construction drawings approved by the Agency, and must be constructed in workmanlike fashion, using first class materials. 5. The Developer must sell the unit at an affordable purchase price to a very-low income household as defined in Section 50052.5 of the California Health and Safety Code. The income and affordability restrictions must remain in place for at least 60 years. 6. The Developer must execute and record Covenants, Conditions and Restrictions for affordable housing as approved by the Agency. 2 B. Agency Responsibilities Under the proposed Agreement, the Agency must accept the following responsibilities: 1. The Agency has purchased or will purchase the site from the City of Huntington Beach and must convey the site to the Developer for no consideration. 2. The Agency must perform all relocation required by law as a result of the DDA at its sole cost. 3. The Agency must pay for investigation and/or remediation of hazardous environmental conditions on the site up to a maximum cost exposure to the Agency of$18,360. 4. The Agency must pay for private improvements on the site and any necessary public improvements off the site required by the City and/or the Agency up to a maximum cost exposure to the Agency of$8,640. 5. The Agency must pay all permit fees required by the City and any other governmental agency affected by the development of the site up to a maximum cost exposure to the Agency of$14,400. II. COST OF THE AGREEMENT TO THE AGENCY The Agency costs to implement the DDA consist of the site assemblage costs and the Agency development assistance financed under the terms identified in the DDA, estimated as follows: Agency Costs Site Acquisition Costs $153,000 Development Assistance Environmental Assessment & Remediation 18,360 On Site & Off Site Improvements 8,640 Permit Fees 14,400 Total Agency Cost $194,400 Agency Revenue 0 Net Agency Revenue/(Cost) $194,400 As shown in the table above, the total cost to the Agency is estimated at $194,400. 3 i III. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Section 33433 of the California Health and Safety Code requires the Agency to identify the value of the interests being conveyed at the highest use allowed by the Site's zoning and the requirements imposed by the Redevelopment Plan. The valuation must be based on the assumption that near-term development is required, but the valuation does not take into consideration any extraordinary use and/or quality restrictions being imposed on the development by the Agency. This valuation must be based on the assumption that the Site is vacant, and in a developable state. The City commissioned a highest and best use appraisal of the site in October 2003, to establish the price paid to acquire the site by the Agency. This appraisal concluded that residential development represents the highest and best use of the site and that the fair market value was established as a range of$150,000 to $170,000. The highest value provided in this range represents the estimated fair market value. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED The Agency performed a valuation analysis of the scope of development required by the Agreement. This analysis indicated that Habitat for Humanity projects are unique in that the majority of the development costs are funded using volunteer labor and donated materials and that Habitat for Humanity then sells the units to very-low income households with interest-free first trust deed mortgages. The reuse valuation took these factors into account and concluded that absent any public financial assistance, the project could not support any land payment. In fact, the analysis indicated that the site would have to be donated at no cost and that direct financial assistance would have to be provided to make the project financially feasible. V. CONSIDERATION RECEIVED AND COMPARISON WITH THE FAIR REUSE VALUE Under the terms of the DDA, the Agency's costs consist of site assemblage and development assistance. The Agency determined that the site would be ideal for construction of an affordable residential unit. This project will complete the development of remnant parcels from the recently completed widening of Yorktown Street. Three earlier parcels were developed with single-family homes by Habitat for Humanity, and it was anticipated at the time that this final parcel would ultimately be developed by Habitat for Humanity. In order to develop the site as affordable housing for very-low income homeownership, the Agency must convey the site to the Developer for no consideration. 4 VI. BLIGHT ELIMINATION The Creation of affordable housing is mandated by Section 33413 of the California Health and Safety Code. In addition, the site is currently vacant and located in the midst of a residential neighborhood. Thus, the proposed development of the site will eliminate the blighting influence of the vacant lot by introducing a new quality residential project to the neighborhood. It will additionally fulfill a portion of the Agency's obligation to provide affordable housing units for very-low income households. VII. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The Huntington Beach Redevelopment Project Area is subject to the affordable housing production requirements imposed by California Heath and Safety Code Section 33413, and set forth in the Agency's AB1290 Implementation Plan. The proposed development provides one "for sale" housing unit for very-low income households. In compliance with the Section 33413 requirements, the unit will be subject to deed restrictions mandating that for a minimum of 60 years, the unit be owned by very-low income households at an affordable housing cost. Thus, the proposed development furthers the goals of the AB1290 Implementation Plan. I 5 DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND HABITAT FOR HUMANITY OF ORANGE COUNTY,INC. (2502 Delaware Street) This Disposition and Development Agreement ("Agreement") is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency") and HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (the "Developer"). The Agency and the Developer hereby agree as follows: SECTION 1: SUBJECT OF AGREEMENT 1.01 Purposes of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan(as hereinafter defined) for the Main-Pier Redevelopment Project Area (the "Project. Area") by providing for the disposition and development of certain propertK(the "Agency.parcel") situated. outside the Project Area. The Agency Parcel is to be developed with one (1) single family residential unit, which shall be made available at an affordable housing cost to very low income households for a certain period of time, as set forth in Section 4.01 hereof(the "Improvements"). The disposition and development of the Agency Parcel 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 Iocal laws and requirements under which the Project has been undertaken.. 1.02 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. 1.03 The.Site The Site is that Area so designated on the Site Map which is attached hereto as Attachment No. 1 and incorporated herein by reference. The Site consists.of the Agency Parcel. The parcel which constitutes the Site is more specifically described in the "Legal Description"which is attached hereto as Attachment No. 2 and incorporated herein by reference. agree/DDA/Delaware Habitat DDA 1 i i CITY OF HUNTINGTON BEACH FROM THE DESK OF Terri King Economic Development • (714) 960-8831 Fax: (714) 375-5087 tking@surfcity-hb.org -Ag. av, v r , �,� � ?kk- VV �� ; P 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. 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 20 (the "DDA"), a copy of which is on file with the Grantor at its offices as a public recor and which is incorporated herein by reference. 3. The Grantee shall devote the Property only to the development permitted and the uses specified in the applicable provisions of the Redevelopment Plan for the Project (or any amendments thereof approved pursuant to paragraph 9 of this Grant Deed), the DDA and this Grant Deed, whichever document is more restrictive. 4. The Property is conveyed to Grantee at a purchase price, herein called "Purchase Price", determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and 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 (referred to in the DDA as the "Site") for residential housing uses, as set forth in the DDA. (b) Grantee shall make available the residential unit to be developed on the Site to "Very Low Income Households", as set forth in the DDA and the attachments thereto. (c) For the period of time set forth in the DDA, Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code and shall keep the Property free from any accumulation of debris or waste materials. During such period of time, Grantee shall also maintain the required landscaping in a health condition. If, at any time during the period that this maintenance covenant is in effect, Grantee fails to maintain said landscaping, and said condition is not corrected after expiration of fifteen (15) days from the date of written notice from the Grantor, either the Grantor or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. (d) Prior to Grantor's issuance of a Certificate of Completion for the project to be developed on the Site pursuant to the DDA, Grantee shall not sell, transfer, subdivide, or convey all or any portion of its interest in the Site without the prior approval of the Grantor except as permitted in the DDA. 5. 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, religion, sex, martial status, ancestry, agree/DDA/grant deed 2 national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, use, occupancy,or enjoyment of the Property hereby conveyed or any part thereof,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 in the Property. The foregoing covenants shall run with the land. 6. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in. this Grant Deed shall defeat or render invalid or in any way impair the .lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 4(d) of this Grant Deed and the DDA; 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. 7. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee's obligation to develop the .Improvements on the Property and the Site as described in the DDA and Paragraphs 2 and 4(a) hereof, and the covenants and restrictions set forth in Paragraph 4(d) hereof, shall terminate and shall become null and void upon recordation of a Certificate of Completion pursuant to the DDA. The covenants and restrictions in Paragraph 4(b) of this Grant Deed relating to Grantee's obligation to make the residential unit available to Moderate Income Households shall terminate and become null and void at the end of the "Affordability Period" as defined in the DDA. The covenants contained in Paragraph 4(c) shall continue in effect during the time period specified in the DDA. Every covenant contained in this Grant Deed against discrimination contained in paragraph 5 of this Grant Deed shall remain in effect in perpetuity. After the expiration of any of the aforesaid covenants and restrictions, as provided herein, Grantor agrees to cooperate with Grantee in causing such covenants to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrance for . value from such restrictions, as otherwise consistent with the purposes of this Agreement. 8. All covenants without regard to technical classification or designation shall be. binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land,or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies'and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 9. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title 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, mortgages, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property agree/DDA/grant deed 3 within or outside the Project Area, or any person or entity having any interest in any other such reality. 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. 10. Grantee agrees for itself, and its successors and assigns, and every successor to Grantee's interest in the Property, or any part thereof that for thirty (30) years from the date a certificate of occupancy is granted for the Property(the "Expiration Date"): (a) The Property shall only be owned and occupied by Grantee or persons or families of"Very Low Income." "Very Low Income" shall mean persons or families earning Fifty Percent (50%) or less of Orange County median income, adjusted for appropriate family size. (b) The Property shall be kept available at Affordable Housing Cost (as defined below) to the Grantee or other persons or families of very low income. Affordable Housing Cost shall mean, as to each person or family of very low income, that purchase price which would result in monthly housing payments which do not exceed 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 percent (30%) of Fifty Percent (50%) of the Orange County monthly median income for those persons and families of very low income, as determined by the United States Department of Housing and Urban Development, or established by the State of California pursuant to Health & Safety Code Section 50043 or successor statute. (c) The covenant contained in this Section 10 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 11. No transfer of the Property shall occur until the Agency determines (a) that the proposed purchaser intends to occupy the Property as the proposed purchaser's principal residence, (b) that the proposed purchaser is a person or family of very low income, (c) that the proposed transfer occurs at an Affordable Housing Cost. The Agency shall not be obligated to approve a transfer until and unless the proposed purchaser has submitted to the Agency such information and completed such forms as the _Agency shall request to certify the proposed purchaser's intent with respect to its residency of the Property and its gross income, and the proposed purchaser has submitted an affidavit disclosing and certifying the amount of the proposed purchase price. Prior to conveyance of the Property, each approved purchaser shall submit to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser buying may only sell the unit at an Affordable Housing Cost to a very low income person or family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. agree/DDA/grant deed 4 Grantee shall cooperate with the Agency in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the Agency in connection with the Grantee's original sale of the Affordable Unit, provided that the Grantee shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. THE GRANTEE AND EACH SUCCESSOR, HEIR OR ASSIGN OF GRANTEE UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER. FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT 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 CONVENANTOR 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. Grantee Initials The covenant contained in this Section I shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. IN WITNESS WHEREOF, .the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, a 200 A REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, public body corporate and politic Ch nn Agency Clerk a ree/DDA/grant deed 5 w • :,, J APPROVED AS TO FORM: ( f tl -Agency General Counsel INITIATED AND APPROVED: AeputyyExecutive Director The undersigned Grantee accepts title subject to the covenants hereinabove set forth. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. a California nonprofit public benefit corporation By Io,i�'°� Secretary agree/DDA/grant deed 6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of 19 ra I..? - On o�, qe(ore me, J;S � /C Date 9 NName d Title of Officer(e.g.,"Jane Doe,Notary Pu ic') personally appeared �� V CJr� , if Name(s)of Signer(s) nw L A LKpersonally known to me to be the persorQ whose name(s) i ar subscribed to the within nstrument and acknowledged to me that he/sh he executed the same in his/he e' authorized capaci ies and that by his/he I<EL signatureO on the I s ument the perso , or the LY LOUISE MANDIC entity upon behalf of which the persons acted, Commission# 1372899 Z executed the instrument. Notary Public - California Orange County MY Comm,Expires Sep 1,2006 WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Frublic OPTIONAL -Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact Top of thumb here ❑ Attorney in Fact Top of thumb here ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 0 2004 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402 Item No.5907 Reorder:Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of Orange On October 11, 2005 before me, Rita A. Ross Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared Joseph Perring and Lynda Hill Name(s)of Signer(s) N personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are A.ROBS subscribed to the within instrument and On - duan if 1411265 acknowledged to me that he/she/they executed -� FkftvPum-caefomia the same in his/her/their authorized OMW CM* capacity(ies), and that by his/her/their UrCcmfe bpkwApr16 O7 signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument. WIT hand a off' ial al. SignaturetotaryWublic OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Grant Deed Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Top of thumb here ❑ Corporate Officer—Title(s): ❑ Partner—❑Limited ❑General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 1999 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313.2402•www.nafonaJnotaryorg Prod.No.5907 Reorder.Cell Toll-Free 1-900-970.6927 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On [A' v/before me, L Date ^� ame of Officer( .g.,"Jane D Pubyc") personally appeared AKjel �.i L Name(s)of Signer(s) a¢� Elm Ppersonally known to me to be the persore whose name Bois( subscribed to the within instrument and acknowledged to me that he/shelts�executed the same in his/he W authorized capaci les , and that by his/hesignatureon the instrument the perso s , KELLY LOUISE MANDIC entity upon behalf of which the perso acted, "`"' Commission # 1372899 executed the instrument. Z r� Notary Public California > Z `'� _�. Orange County My Comm.Expires Sep 1,2006 WITNESS y hand and official seal. Place Notary Seal Aboveiv Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney in Fact Top of thumb here ❑ Attorney in Fact El Trustee Top of thumb here ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 0 2004 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402 Item No.5907 Reorder:Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of Orange On October 11, 2005 before me, Rita A. Ross Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared Joseph Perring and Lynda Hill Name(s)of Signer(s) [�X personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and RM A.RM acknowledged to me that he/she/they executed _ Coni di 01411265 the same in his/her/their authorized NolaryPubYc•11CANOrro capacity(ies), and that by his/her/their Orange coin* signature(s) on the instrument the person(s), or 1*CommbomApr15.200 the entity upon behalf of which the person(s) acted, executed the instrument. WITNES y a and;rol seal. Signature of Notary P•bli OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Disposition and Development Agreement (Memorandum o ) Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: WeN ❑ Individual Top of thumb here ❑ Corporate Officer—Title(s): Partner—❑ Limited ❑General ❑ Attorney-in-Fact ❑ Trustee Guardian or Conservator ❑ Other: Signer Is Representing: 0 1999 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.nationalnotary.org Prod.No.5907 Reorder.Call Toll-Free 1.800-876-6827 - EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE (2505)OF "EAST SIDE VILLA TRACT", AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR.UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOW: NAME OF NOTARY: RITA A. ROSS COUNTY WHERE BOND IS FILED: ORANGE DATE COMMISSION EXPIRES: APRIL 1592607 COMMISSION NO.: 1411265 MANUFACTURERS/VENDOR NO.: NNA1 PLACE OF EXECUTION: SANTA ANA, CALIFORNIA DATE: BY: MERICAN TITLE INSURANCE COMPANY J - This Document was electronically recorded by First American Title C RECORDING REQUESTED BY FIRST AMERICAN TITLE COMPANY.- RESIDENTIAL DIVISION Recorded in Official Records,Orange County Tom Daly,Clerk-Recorder 27.00 2005000821613 08:00am 10/13/05 120 8 D02 8 RECORDING REQUESTED BY ) 0.00 0.00 0.00 0.00 21.00 0.00 0.00 0.00 AND WHEN RECORDED MAIL TO:4. a ) ) .fe AQ'o -777 `' ) ZZ��_ DECLARATION OF COVENANTS apace above for Recorder's use.) RESTRICTIONS ON RESALE THIS DECLARATION OF CONDITIONS, COVENANTS AND RESTRICTIONS FOR PROPERTY (the "Declaration") is made by and between HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (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. RECITALS A. Covenantor. and the Agency have entered into a certain Disposition and Development Agreement dated li5lpo�Q 200 (the "Agreement", a copy of which is on file with the Agency at its offices and is a public record)purAjant to which the Covenantor has agreed to subject certain real property (referred to in the Agreement as the "Site" 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 sixty (60)years from the date Property is last sold or transferred to any subsequent purchaser or transferee(the"Expiration Date"): (a) The Property shall only be owned and occupied by Covenantor or persons or families of"Very Low Income." "Very Low Income"shall mean persons or families earning Fifty Percent(50%)or less of Orange County median income, adjusted for appropriate household size. (b) The Property shall be kept available at Affordable Housing Cost (as defined below) to the Covenantor or other persons or families of very low income. Affordable Housing Cost shall mean, as to each person or family of very low income, that purchase price which would result in monthly housing payments which do not exceed an amount under any currently prevailing conventional home mortgage lending rates agree/DDA/decl covenants&restrictions 1 1 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 Percent (30%) of Fifty Percent (50%) of the Orange County monthly median income for those persons and families of very low income, as determined by the United States Department of Housing and Urban Development, or established by the State of California, pursuant to Health & Safety Code Section 50093 or a successor statute. (c) The covenant contained in this Section I shall run with the land. The Expiration Date for the covenant contained in this Section I shall be sixty (60) years from the date the Property is last sold or transferred. 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 Very Low income, (c)that the proposed transfer occurs at an Affordable Housing Cost. The property shall be owner-occupied at all times and cannot be leased or rented. 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 Very Low Income person or family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. Covenantor shall cooperate with the 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. The Expiration Date for the covenant contained in this Section 2 shall be sixty (60) years from the date the Property is last sold or transferred. 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, ancestry, agree/DDA/decl covenants&restrictions 2 national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Covenantor itself or any person claiming under or through it,establish or permit any such practice or practices of discrimination or segregation. (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, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed. The foregoing covenants shall run with the land." (b) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account race, color, religion, sex, marital status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability 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 the premises." Nothing in this Section 3 shall be construed to authorize the rental or lease of the Property; the Property shall be owner occupied at all times and cannot be leased or rented. The covenants in this paragraph 3 shall run with the land in perpetuity. 4. Covenants Do Not Impair Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way- impair the lien or charge of any mortgage or deed of trust or security interest. 5. Covenants for Benefit of City and Agenc. 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 action at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. agree/DDA/decl covenants&restrictions 3 IN WITNESS WHEREOF, the Agency and the Developer have exerted this Agreement by and through their authorized officers on .� .B1C 200 COVENANTOR: COVENANTEE: HABITAT FOR HUMANITY OF ORANGE REDEVELOPMENT AGENCY OF THE CITY COUNTY, INC. a California non-profit public OF HUNTINGTON BEACH, public body benefit corporation carporate and politic By: ,e 5 print nam Chairm ITS: (circle one CDhairmanPresident/Vice President AND Agency Clerk By: ��11 APPROVED AS TO FORM: print name 1 h ITS: (circle one) Secrets hief Financial Agency General Co self// Officer/Asst. Secretary-Treasurer 'j ti/ 5e �y INITI ED AND APPROVED: REVIEWED AND APPROVED: �' 10 Dep Executive ire r Executi Director 0 agree/DDA/decl covenants&restrictions 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California �//�� County of s. Q 'C� On (� ��// s f+ , ,oBbisfore me, aws/1 V 1C Date Narnelffid Title of Officer� (e.g.,"Jane Doe,N Public") per onally appeared &;^9 e-� , om�JA z ✓ Name(s)of Signer(s) IF/V19,Q [Npersonally known to me to be the persoro whose nameo is re ubscribed to the within instrument and acknowledged to me that he/shehe executed the same in his/he Mir authorize capaci ies and that by his/h e ei signaturEeon the instrument the perso s or e KELLY LOUISE MANDIC entity upon behalf of which the persong t acted, Q , Commission # 1372899 , executed the instrument. z .` g Notary Public - California ` Orange Count�2006 My Comm.Expires Sep WITNESS my hand and official seal. i Place Notary Seal Above qwAa P-.2 Signature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General MMU ❑ Partner—ElLimited [IGeneral El Attorney in Fact Top of thumb here ❑ Attorney In Fact .Top of thumb here ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: 0 2004 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402 Item No.5907 Reorder:Call Toll-Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of Orange On October 11, 2005 beforeme, Rita A. Ross Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared Joseph Perring and Lynda Hill Name(s)of Signer(s) XX personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are RM%A-ROBS subscribed to the within instrument and CaffmWon#1411265 acknowledged to me that he/she/they executed NoirnyPubec-CcNtontla the same in his/her/their authorized OrangeCou* capacity(ies), and that by his/her/their LAV400MLOONAPI& signature(s) on the instrument the person(s), or - - - - - - -mi the entity upon behalf of which the person(s) acted, executed the instrument. WITN - y nd fficial se Signatureure of N ary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Declaration of Covenants and Restrictions on Resale Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Top of thumb here ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 1999 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.nationalnotary.org Prod.No.5907 Reorder:Cell Toll-Free 1.800-876-6827 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505)OF "EAST SIDE VILLA TRACT', AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR.UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-I11-40 GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOW: NAME OF NOTARY: RITA A. ROSS COUNTY WHERE BOND IS FILED: ORANGE DATE COMMISSION EXPIRES: APRIL 15, 2007 COMMISSION NO.: 1411265 MANUFACTURERSNENDOR NO.: NNA1 PLACE OF EXECUTION: SANTA ANA, CALIFORNIA DATE: BY: AN TITLE INSURANCE COMPANY PUBLIC NOTICE ��z 10�L NOTICE OF JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ON A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT PROVIDING FOR THE CONVEYANCE OF REAL PROPERTY WITHIN THE CITY OF HUNTINGTON BEACH TO HABITAT FOR HUMANITY OF ORANGE COUNTY INC. NOTICE IS HEREBY GIVEN THAT THE City Council of the City of Huntington Beach, California (the "City") and the Redevelopment Agency of the City of Huntington Beach (the "Agency") will hold a joint public hearing on September 20, 2004, at the hour of 7:00 PM, or soon thereafter as the matter can be heard, at City Hall, 2000 Main Street, Huntington Beach, California, pursuant to California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) for the purpose of considering the approval of proposed Disposition and Development Agreement (the "DDA") between the Agency and Habitat for Humanity of Orange County Inc. (the "Developer"). The DDA between the Agency and the Developer concerns the disposition of property which has been or may be acquired by the Agency and conveyed to the Developer. The property to be conveyed consists of one parcel of approximately 2,750 square feet commonly known as 2502 Delaware Street. The DDA includes the terms for the development of a single-family unit for affordable housing. The purpose of the joint public hearing is to consider: 1. The proposed conveyance of real property by the Agency to the Developer. 2. The proposed terms and conditions of such conveyance of real property. 3. The proposed DDA. 4. All evidence and testimony for and against the approval of the DDA, the conveyance of real property and the terms and conditions therefore. The Agency has prepared a Summary Report in connection with the Agreement that describes the specifics: 5. The cost of the DDA to the Agency. 6. The estimated value of the interests to be conveyed. 7. The purchase price of the property to be conveyed. 8. An explanation of why the project will assist in the elimination of blight. 9. Other pertinent analysis. The environmental impacts of the proposed project have been analyzed in environmental impact reports and documents. At the above stated day, hour, and place, any and all persons having objections to or wishing to express support of the proposed DDA, the proposed conveyance of real property or the proposed terms and conditions thereof may appear and be heard before the Agency and the City Council. Any person desiring to be heard at the hearing will be afforded an opportunity to be heard. The documents referred to above are available for public inspection and copying during the regular office hours at the office of the City Clerk and the Clerk of the Redevelopment Agency, City Hall, 2000 Main Street, Huntington Beach, California. Dated August 20, 2004 Joan L. Flynn, City Clerk of the City of Huntington Beach and Clerk of the Redevelopment Agency of the City of Huntington Beach. OCd� Council/Agency Meeting Held: O O Deferred/Continued to: Approved ❑ Conditionally Approved ❑ Denied cI City I rk's ignatu Council Meeting Date: 9/20/2004 Department Number: ED 04-28 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL/REDEVELOPMENT AGENCY ACTION SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND CITY COUNCIL/REDEVELOPMENT AGENCY MEMBERS SUBMITTED BY: PENELOPE CUL ETH- FT_CITY ADMINISTRATO EXECUTIVE DIRECTOR PREPARED BY: DAVID C. BIGGS, DIRECTOR OF ECONOMIC DEVELOPMENT/DEPUTY EXECUTIVE DIRECTOR Z> r SUBJECT: Joint Public Hearing to Approve a Disposition and De�eloment Agreement with Habitat for Humanity for 2502 Delaware Street Affordable Housing Project k_—S, Alb.�20c)5Z- 75, J a-clhSrl F Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: A Disposition and Development Agreement (DDA) between the Agency and Habitat for Humanity is submitted for approval. Under the terms of this agreement, the Agency will transfer real property at 2502 Delaware Street (valued at $153,000) to be developed as affordable housing. The Agency will additionally pay $41,400 of development costs using Federal HOME Investment Partnership Program Funds. Funding Source: $194,400 of Federal HOME Investment Partnership Program Funds Budgeted for Fiscal Year 04-05, Account Number 85080401.69365. Recommended Action: Motion to: City Council/Redevelopment Agency: 1. Open the public hearing, take testimony, and close the public hearing on the proposed Disposition and Development Agreement. City Council: 1. Adopt Resolution No. do -75 : A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING THE TRANSFER AND SALE OF CERTAIN PROPERTY OUTSIDE OF THE REDEVELOPMENT PROJECT AREA, BUT IN BENEFIT TO THE MERGED REDEVELOPMENT PROJECT AREA, TO HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO; AND MAKING CERTAIN FINDINGS WITH RESPECT TO SUCH SALE REQUEST FOR ACTION MEETING DATE: 9/20/2004 DEPARTMENT ID NUMBER:ED 04-28 2. Temporarily waive the City's insurance requirements for the purpose of approving the Disposition and- Development Agreement. Direct staff to ensure that insurance requirements as described in the agreement are met by Habitat for Humanity by the close of escrow. Redevelopment Agency: 1. Adopt Resolution No.,2,s/ : A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH APPROVING THE SALE OF CERTAIN PROPERTY OUTSIDE OF THE REDEVELOPMENT PROJECT AREA, BUT IN BENEFIT TO THE MERGED REDEVELOPMENT PROJECT AREA, TO HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., A CALIFORNIA NON-PROFIT PUBLIC BENEFIT CORPORATION; APPROVING THE DISPOSITION AND DEVELOPMENT AGREEMENT PERTAINING THERETO; AND MAKING CERTAIN FINDINGS WITH RESPECT TO SUCH SALE 2. Approve a Disposition and Development Agreement between the Agency and Habitat for Humanity for $194,400 using Federal HOME Investment Partnership Program Funds for an affordable housing project at 2502 Delaware Street. 3. Authorize execution and recordation of the Disposition and Development Agreement, all attachments, and other necessary related documents by the Agency Chairman, Executive Director, and Clerk when advised by the Agency General Counsel. Alternative Action(s): Modify or delete individual items under the recommended actions pursuant to Council/Agency direction. Analysis: On October 6, 2003, the City Council approved a Conditional Commitment Agreement with Habitat for Humanity for the construction of an affordable single-family residence at 2502 Delaware Street (see Attachment 1). This agreement appropriated $194,400 of Federal HOME Investment Partnership Program Funds and provided one year for the Agency and Habitat to negotiate and execute a Disposition and Development Agreement for the project. The Conditional Commitment Agreement allowed the Agency to meet a 2003 deadline to commit a portion of its HOME funds restricted to affordable housing projects developed by specifically qualified Community Housing Development Organizations (CHDOs). Under the terms of the Conditional Commitment Agreement, the Agency must execute a Disposition and Development Agreement with Habitat to avoid losing an allocation of its Federal HOME Investment Partnership Program Funds. Failure to approve an agreement at this public hearing will trigger forfeiture of these funds. The proposed Yorktown/Delaware Habitat development is consistent with a 2001 project of three single-family homes built on surplus City-owned properties along Yorktown Avenue. The fourth Habitat home was contemplated at that time, but the subject property was temporarily unavailable because it was needed as a staging area for the Yorktown street G:\Steve\Housing Projects\Habitat for Humanity\RCA For 2502 Delaware DDA.doc -2- 9/1/2004 8:58 AM REQUEST FOR ACTION MEETING DATE: 9/20/2004 DEPARTMENT ID NUMBER:ED 04-28 widening project. Now that the street widening project is completed, the Yorktown/Delaware property is available (see Attachment 2). The recommended Disposition and Development Agreement (see Attachments 3 and 4) requires the Agency to convey to Habitat the property located at 2502 Delaware Street. This surplus City-owned property was purchased by the Agency from the City on November 17, 2003 for $153,000 specifically for the proposed Habitat project (see Attachment 5). The Agency will commit an additional $41,400 to pay development expenses, bringing the Agency's total cost to implement the agreement to $194,400 as described in detail below: Agency Cost to Implement Agreement Site Acquisition $153,000 Development Assistance Environmental Assessment & Remediation 18,360 On Site & Off Site Improvements 8,640 Permit Fees 14,400 Total Agency Cost $194,400 Agency Revenue 0 Net Agency Cost $194,400 The cost to construct the two-bedroom home is estimated to be $398,499. Less the Agency's subsidy of $194,400, Habitat's cost is estimated to be $204,099, some of which will be contributed to the project in the form of cash and material donations, as well as volunteer and pro bono services. The home will be sold at a price equal to Habitat's direct cost to an eligible very low-income homebuyer. The price will be approximately $95,000. The Agency will maintain a 60-year affordability resale covenant on the home, restricting any future transfer of the property to an eligible very low-income homebuyer at an affordable sales price. Buyers of Habitat homes are screened according to their need, size, ability to pay for the house, and willingness to volunteer 500 hours of"sweat equity." The Agency has partnered with Habitat over the past eight years to build six high-quality, affordable homes for very low-income families. The proposed project is an opportunity for the Agency to complete its goal of developing four affordable Habitat homes on lots remaining from the widening of Yorktown Avenue. The terms of the current proposal are consistent with the terms of the 2001 Yorktown Habitat project. Notice of this public hearing was published on August 26, 2004 and September 2, 2004 in accordance with California Community Redevelopment Law. A summary report of the DDA was prepared pursuant to Section 33433 of this law. The project was reviewed and recommended for approval by the Council's Economic Development Committee on September 8, 2003. G:\Steve\Housing Projects\Habitat for Humanity\RCA For 2502 Delaware DDA.doc -3- 9/1/2004 8:58 AM REQUEST FOR ACTION MEETING DATE: 9/20/2004 DEPARTMENT ID NUMBER:ED 04-28 Staff recommends approval of the attached Disposition and Development Agreement, which was prepared by the Agency's General Counsel's Office. Environmental Status: Categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Section 15303, Class 3 and Section 153012, Class 12 of the State CEQA Guidelines. Attachment(s): City Clerk's Page Number No. Description 1. Conditional Commitment Agreement with Habitat for Humanity for . 2502 Delaware Street Affordable Housing Project .? = 2. Site Map 3. Disposition and Development Agreement Between the Redevelopment . . Agency and Habitat for Humanity W ., = 4. DDA Summary Report Pursuant to Section 33433 of the California Community Redevelopment Law 5. RCA Approving Sale of Property at 2502 Delaware Street from the City to the Redevelopment Agency F 6. City Resolution approving the transfer of property and approving the DDA 7. Agency Resolution approving the transfer of property and approving the DDA �eS• No• .3S/ 8. PowerPoint Presentation G:\Steve\Housing Projects\Habitat for Humanity\RCA For 2502 Delaware DDA.doc -4- 9/1/2004 8:58 AM 1 PROOF OF PUBLICATION STATE OF CALIFORNIA) ) ss. — " `PUBtI(NOTI(E b.v the»Agency-,to''the �"r Developer ' COUNTY OF ORANGE ) NOTI(E OF JOINT PUBII( 2.The proposed terms HEARINGBYTHE�IT11 and conditions of such • I (OUN�IIOFTHE61TY0F co.nveyance of real property. I am a Citizen of the United States and a HUNTINGTONBEAtNAND 3.TheproposedDDA. 'THE REDEVELOPMENT 4. Au evidence and resident of the County aforesaid; I am tes•timpny for and AGENOOFTHE@ITYOf against the approval of over the age of eighteen years, and not a HUNTINGTONW NON:A the oDA,the conveyance OSEDIDISP,OSITION . of real property.and the P;ROP,_ terms--and conditions. party to or interested in the below entitled �ANDti VELOP EM NT AGREE- -therefore. matter. I am a principal clerk of the I �� ' The Agency has pre MENMROVIDINGFOR parted a Summary Report tONVEYAN(E�OF REAL m`co`n"ection with-the: HUNTINGTON BEACH INDEPENDENT, IkPROPERTY:.wIFHIN�THE(ITW Agreement t•nat de scribes the specifics: OF.HUNTINGTONI.B�EA(HITO 5.The cost of the DDA a newspaper of general circulation, *A- ..r printed and published in the City of Huntington to the Agency. 6.The estimated value P P Y ORANGE(OUNTY�IN( ; of the interests to be NOTICE IS HER@BY conveyed. Huntington Beach, County of Orange, •GryENi*THAT THE City 7. The purchase price State of California, and that attached ,.n I Council of the City of of the property to be Huntingtgn.Beach, Cali- conveyed. forma:(the "City"") and 8. An explanation of Notice is a true and complete copy as I the`<Redev.el.opment� why the project will ncX-1!" assist in the elimination Agency. gf�the City of - was printed and published in the HunYiiigt'on:Beach (the of blight. Agency"),will hold a 9• O.ther' pertinent 'r� '. anal sis. Huntington Beach issue of said hSep public` hearing on Y September 20� 2004;at The environmental, newspaper to wit the Issue(s) of: .theh,our of 700 PM, or mpacts of the proposed: 4 thereafter as the Project have been ana- mattergcanitbeiheard,;at lyzed in environment MCityHall•`-j2000 Main' �ipRct• reports and Street y Huuntrngton documents , . BeacfiCalifornia pur-':. -AtF tf;e- abo�vet._stated August 26 , 2004 esuamt• to California' any andr aljnd place, 6ammumty Redevelop- Y persons merit°Law (Health and having objections to or September 2 , 2004SafetCotle Seet•ion wishing to_ express 133000;'at seq.) for the support of the proposed Igurpo`se of considering DDA, t•he _proposed tne` proval of proposed conveyance' of real Disposition and Devel- Property or the proposed ;INI-.—e Agreement (dhe terms and conditions DDA") between the thereof may appear and Agency andHabitat,;for be heard before the I;Humanity o`f Orange yAgency and the City ` County Inc_ (gthe Council. An.y person declare, under penalty of perjury, that I eDevelop ) desiring to be heard at ,,�The,DDA between the -the hearing will be :Agency and the Devel- afforded an opportunity j •oper'coricerns .the dis- to be heard: the foregoing is true and correct. ; The documents re- fposit•P6n' of, property !' ferred to above are ibei!"aC been or may available for ublic be l;arpuired by the. P -Nency'and conveyed to inspection and copying Executed on September 2, 2004 t he-, De.velgper. The; during the regular office pr} operty to be conveyed hours at the office of .eonsisYs of one par PI, the City Clerk and the at Costa Mesa, California. of approximately 2 75 100Clerk of the RedeveTlo�p- square feet:commonly mentAgency City Hall, f 3knowri as 2502 Delawa e� 2000Main Street, Hun- I Sty., The DDA includes ttington Beach. Califon- �� t to rns for the 'ma:/ development of a single xDated August 20;Y004 ev famYly unit for affordable Joan L.flyrin, fiou'"sing.. Clty Clerk of the Signature ¢ The purpose of the 'IT 0 Huny gton Beach and Clerk of the tlomt public hear•mg is tc ar • consider � Redevelopment Agency J Tie propposed con• of the,Cl B (veyance offW 11 p�'ToPert� of H In' Published Hun t in on Beachs depdent`Au- ggust 26September 2; 2004:°.,fir; s�'`084-92�1 Conditional Commitment Agreement with Habitat for Humanity for 2502 Delaware Street Affordable Housing Project j6 I NQ Council/Agency Meeting Held: Deferred/Continued to: )(Approved ❑ Conditionally Approved ❑ Denied City Clerk's Signatur Council Meeting Date: October6, 2003 Department ID Number: ED 03-25 CITY Of HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION "' SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS D n � SUBMITTED BY: RAY SILVER, City AdministratorQo.,,p _ w C) O D PREPARED BY: DAVID C. BIGGS, Director of Economic Development SUBJECT: Approve a Conditional Commitment Agreement with Habitat for Humanity for the Construction of an Affordable Single Family Residence at 2502 Delaware Street Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachments) Statement of Issue: The City Council is asked to approve-...a conditional commitment agreement between the City and Habitat for Humanity (Humanity Housing, -Inc ). This agreement reserves up to $194,400 of HOME Investment Partnership program funds for acquisition costs and development fees for a very low-income housing unit to be located at 2502 Delaware Street. The proposed funding is conditioned on the Redevelopment Agency and Habitat for Humanity entering into an Affordable Housing Agreement within the next 12 months that will delineate the specific terms of this development project. Funding Source: $194,400 from HOME Investment Partnership program funds (account 84980401). Recommended Action: Motion to: City Council Action: - 1. Temporarily waive the City's insurance.requirements for the. purpose of approving the . Conditional Commitment Agreement. Direct staff to ensure that insurance requirements as described in the Conditional Commitment Agreement are met by Habitat for Humanity (Humanity Housing, Inc.) by the close of escrow. 2. Approve a Conditional Commitment Agreement with Habitat for Humanity (Humanity Housing, Inc.) for $194,400 of HOME Investment Partnership program funds for acquisition costs and development fees for a very low-income housing unit to be located at 2502 Delaware Street. Analysis: Due to a pending October 31, 2003 deadline by which the City must commit its federal HOME Investment Partnership program funds, and in anticipation of a future E- y REQUEST FOR COUNCIL ACTION MEETING DATE: October 6, 2003 DEPARTMENT ID NUMBER: ED 03-25 Habitat for Humanity affordable housing project at the corner of Yorktown Avenue and Delaware Street, staff recommends approval of..the attached _conditional commitment agreement between the City and Habitat. for Humanity. (Attachment 1). _ This agreement. provides the Redevelopment Agency and Habitat for Humanity one year to negotiate and execute an affordable housing agreement for the development of a single-family residence on a vacant lot currently owned by the City at 2502 Delaware Street (Site Map: Attachment 2). The amount of HOME funds to be committed to Habitat for Humanity is $194,400. This amount is restricted to affordable housing projects developed by specifically qualified community housing development organizations (CHDO's), of which Habitat for Humanity qualifies. Because no alternative project currently exists that meets the federal restrictions for these funds, and because HOME funds not committed by the October 31, 2003 deadline must be returned to HUD, the proposed development is the only available use of the City's housing funds. The Delaware Street Habitat for Humanity development is consistent with a 2001 project of three affordable single-family homes built on surplus City-owned properties along Yorktown Avenue. This fourth Habitat for Humanity home was contemplated at that time, but the .subject property was temporarily unavailable because it was needed as a .staging area. for the Yorktown street widening project. Now that the street. widening project is finished, the Delaware Street property is available. Approval of the recommended action will only reserve $194,400 of HOME funds for Habitat for Humanity. It requires the Redevelopment Agency and Habitat for Humanity to negotiate and execute an affordable housing agreement before the HOME funds can be disbursed. This agreement will limit the project subsidy to land acquisition costs and development fees. In the event that these costs directly related to the 2502 Delaware Street project are less than the $194,400 conditional commitment, the affordable housing agreement may add an additional housing unit on another surplus City property for the remaining available HOME funds. Within the next 12 months, this affordable housing agreement will be forwarded to the Redevelopment Agency for approval. The proposed condition commitment of HOME-funds for Habitat for Humanity was reviewed by the Council's Economic Development Committee on September 8, 2003 and was recommended for the consideration of the full City Council. Environmental Status: Categorically excluded under the National Environmental Protection Act (NEPA). Categorically exempt under the California Environmental Quality Act (CEQA), Section 15061(b)(3). RCA for 2502 Delaware Loan Agreement -2- 9/22/200310:29 AM REQUEST FOR COUNCIL ACTION MEETING DATE: October 6, 2003 DEPARTMENT ID NUMBER: ED 03-25 Attachments : City Clerk's . . - Number No. Description 1. Agreement between the City of Huntington Beach and Humanity Housing, Inc. for the Conditional Commitment of Federal HOME Funds. 2. Site Map. RCA Author: HOLTZ(5901) RCA for 2502 Delaware Loan Agreement.doc -3- 9/22/2003 5:29 PM AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HUMANITY HOUSING, INC. FOR THE CONDITIONAL COMMITMENT OF FEDERAL HOME FUNDS. THIS AGREEMENT is entered into this day of *rJ 2003, . .. . between the CITY OF HUNTINGTON BEACH,a municipal corporation of the State of California, hereinafter referred to as"CITY,"and HUMANITY HOUSING, INC., a non-profit public benefit corporation of the State of California,hereinafter referred to as `DEVELOPER" for the conditional commitment of HOME funds;and Federal law mandates that an Agreement be executed between the CITY and DEVELOPER in order that such funds be utilized by the parties hereto; and NOW,THEREFORE, in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof,the parties hereto agree as.follows:' 1. AMOUNT OF GRANT The total amount conditionally committed to the DEVELOPER is $194,400 to be used for land acquisition,development fees and other project related costs for a very low income housing project,hereinafter to be known as the"PROJECT",to be located at 2502 Delaware Street in Huntington Beach, California. 2. COMPLIANCE WITH FEDERAL REGULATIONS DEVELOPER agrees to conduct all activities of the organization,whether funded in whole or in part by HOME funds from CITY,in accordance with the provisions contained.in all applicable federal, state and local laws and regulations. 03agree/HOMEfunds/9/2/03 1 J 3. COMPLIANCE WITH FEDERAL REGULATIONS-PENALTY. The CITY shall have the right to recapture all or a portion of HOME funds disbursed to DEVELOPER should the DEVELOPER fail to comply.with.all.of the terms and conditions:of this Agreement or refuse to accept any conditions which may subsequently be imposed by the U. S.Department of Housing and Urban Development for the operation of the HOME Program. 4. DISPOSITION OF PROPERTY DEVELOPER shall not dispose of any real or personal property acquired in full or in part with HOME funds through sale, use, or relocation without the express and prior written permission of the City, and agrees to maintain program records for a minimum of three years after the conclusion of the PROJECT and to make such records available for onsite monitoring by CITY not less than annually and to periodic inspections by federal officials during this three- year period. CITY will provide seven(7)days prior notice of inspection/monitoring: 5. CONFLICT OF INTEREST DEVELOPER agrees that no officer, employee, agent, or assignee of CITY having direct or indirect control of HOME funds granted to the CITY shall serve as an officer of DEVELOPER. Further, any conflict or potential conflict of interest of any officer of DEVELOPER shall be fully disclosed to the CITY prior to the execution of this Agreement and shall be attached to and become a part hereof. _ 6. . EARNED INTEREST ON INCOME. DEVELOPER agrees that any earned interest income on funds generated through the use or investment of funds received from CITY shall be used in conformance with program income requirements set forth in Code of Federal Regulations. The DEVELOPER shall disclose to the CITY all program income received utilizing HOME funds administered under this Agreement. 03agree/HOMEfunds/9/2/03 2 t 7. DISBURSEMENT OF FUNDS DEVELOPER acknowledges that the CITY shall disburse funds to DEVELOPER only upon execution of this Agreement,and CITY is empowered only to provide funds to. . . DEVELOPER pursuant to the provisions of this Agreement: 8. INDEMNIFICATION,DEFENSE,HOLD HARMLESS DEVELOPER hereby agrees to protect, defend,indemnify and hold harmless CITY, its officers,elected or appointed officials, employees,agents, and volunteers from and against any and all, claims, damages, losses, expenses,judgments, demands defense costs, and consequential damage or liability of any kind or nature,however caused,including those resulting from death or injury to DEVELOPER's employees and damage to DEVELOPER's property, arising directly or indirectly out of the obligations or operations herein undertaken by DEVELOPER, caused in whole or in part by any,negligent act or omission of the DEVELOPER;:any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable,including but not limited to concurrent active or passive negligence,except where caused by the active negligence, sole negligence,or willful misconduct of the CITY. DEVELOPER will conduct all defense at its sole cost and expense and CITY shall approve selection of DEVELOPER's counsel. This indemnity shall apply to all claims.and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon.the amount of indemnification to be provided by DEVELOPER. 9. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE Pursuant to California Labor Code Section 1861, DEVELOPER acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured 03a_ &HOMEfunds/9/1J03 3 against liability for workers' compensation; DEVELOPER covenants that it will comply with such provisions prior to commencing performance of the work hereunder. DEVELOPER shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the'State statutory limits. DEVELOPER shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. DEVELOPER shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and DEVELOPER shall similarly require all subcontractors to waive subrogation. 10. GENERAL LIABILITY INSURANCE In addition to the workers' compensation and employer's liability insurance and _ DEVELOPER's covenant to defend, hold.harmless and.indemnify CITY; DEVELOPER shall obtain and furnish to CITY,a policy of general public liability insurance,including motor vehicle coverage covering the PROJECT. This policy shall indemnify DEVELOPER, its officers,employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the PROJECT, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property.damage,including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated: general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000)for this PROJECT. This policy shall name CITY, its officers, elected or appointed officials, employees, agents,and volunteers as Additional Insureds, and shall specifically provide 03agree/H0MEfunds/9W03 4 / that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that DEVELOPER's insurance shall be primary. Under no circumstances shall said above-mentioned,insurance contain a self- insured retention, or a"deductible or any other similar form of limitation on the required coverage. II. NOTICES All notices pertaining to this Agreement, an any communications from the parties may be made by delivery of said notices in person or by depositing said notices in the U. S. Mail, registered or certified mail, return receipt requested,postage prepaid and addressed as follows: TO CITY: TO DEVELOPER: Director of Economic Development Board President City of Huntington Beach Humanity Housing, Inc. 2000 Main Street 2165 South Grand Avenue Huntington Beach, CA 92648. Santa Ana.CA 92705 Any of the parties may cancel this Agreement by giving thirty (30)days written notice of said cancellation to the other party hereto. In the event of termination or cancellation for any reason, CITY shall be liable for services rendered up to such termination. 12. AFFORDABLE HOUSING AGREEMENT Within 12 months from the date of the approval of this Agreement by CITY, DEVELOPER shall enter into an Agreement with.the Redevelopment Agency of the City of Huntington Beach. Said Agreement shall set forth the nature and use of the PROJECT as affordable residential housing. The specific affordability requirements,and duration thereof, shall also be set forth in said Agreement. 03agree/HOMEfunds/9/2/03 5 13. ENTIRE AGREEMENT This document fully expresses all understandings of the parties concerning all matters covered and shall constitute the total Agreement. No prior written or oral provisions or understanding, between the parties shall have any force or affect. No addition to or alteration of the terms of this Agreement shall be valid unless made in writing and formally adopted in the same manner as this Agreement. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized offices the day,month and year first above written. DEVELOPER CITY OF HUNTINGTON BEACH, a HUMANITY HOUSING,INC. municipal corporation of the State of California B guuLnarne Mayor WS- (cycle one Chairm resident/Vice President AND ATTEST: B City Clerk print ITS: (circle one)Sec re Chief Financial Office sst. APPROVED AS TO FORM: Secretary-Treasurer 341ty Attorney REVIEWED AND APPROVED: INITIATED AND APPROVED: Ci dministrator Director of Economic evelopment. 03agree/HOMEfunds/9/2/03 6 Site Map 77 PR _: �_ 'Mi pa ma -.1 y -'N'— um rc op i"gggoo Disposition and Development Agreement between the Redevelopment Agency and Habitat for Humanity OF z Y i r DISPOSITION AND DEVELOPMENT AGREEMENT. BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH AND HABITAT FOR HUMANITY OF ORANGE COUNTY,INC. (2502 Delaware Street) This Disposition and Development Agreement ("Agreement") is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency") and HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (the "Developer"). The Agency and the Developer hereby agree as follows: SECTION 1: SUBJECT OF AGREEMENT 1.01 Pumoses of Agreement The purpose of this Agreement is to effectuate the Redevelopment.Plan(as hereinafter defined) for the Main-Pier Redevelopment Project Area (the "Project Area") by providing for the disposition and development of certain property (the "Agency parcel') situated. outside the Project Area. The Agency Parcel is to be developed with one.(1) single family residential unit, which shall be made available at an affordable housing cost to very low income households for a certain period of time, as set forth in Section 4.01 hereof(the "Improvements"). The disposition and development of the Agency Parcel 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 ofapplicable state. and local laws and requirements under which the Project has been undertaken. 1.02 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. 1.03 The Site The Site is that Area so designated on .the Site Map which is attached hereto as Attachment No. 1 and incorporated herein by reference. The Site consists of the Agency Parcel. The parcel which constitutes the Site is more specifically described in the "Legal Description"which is attached hereto as Attachment No. 2 and incorporated herein by reference. agree/DDA/Delaware Habitat DDA 1 1.04 Parties to the Agreement: 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. 1.05 Parties to the Agreement: The Developer The Developer is Habitat for Humanity of Orange County, Inc., a California corporation. The principal office and mailing address of the Developer for purposes of this Agreement is 2165 South Grand Avenue, Santa Ana, CA 92705. By executing this Agreement, each person signing on behalf of the Developer warrants and represents to the Agency that the Developer has the full power and authority to enter into this Agreement, that all authorizations required to make this agreement binding upon the Developer have been obtained, and that the person or persons executing this Agreement on behalf of the Developer are fully authorized to do so. Whenever.the term"Developer" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest to the interest of Developer in all or any portion of this Agreement and/or the Site as herein set forth; provided, however, that except as specifically set forth in Sections 4.01, 4.02 and 4.04 herein, nothing in this Agreement is intended to be binding upon the purchasers of residential units developed on.the Site or upon any incorporated or unincorporated association formed to own, manage, operate or maintain the common areas within the Site, and nothing in this Agreement shall be so construed. 1.06. 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 3.16 herein, and except as expressly permitted in Section 4 below and.in this Section 1.06, 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 agree/DDA/Delaware Habitat DDA 2 of the Developer under this Agreement. This restriction on Developer's right of assignment and the provisions of this Section 1.06 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 1.06 shall constitute a default hereunder and shall confer no rights whatsoever under this Agreement upon any purported assignee or transferee. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site or any interest therein shall not be required in connection with any of the following: (i) The conveyance or dedication of any portion of the Site to the City of Huntington Beach or other appropriate governmental or quasigovernmental agency, including public utility companies, where the granting of easements or permits facilitate the development of the Site. (ii) Any sale of individual housing units to owner-occupants of such housing units, provided that no such sale or transfer of an individual housing unit closes or . becomes final prior to issuance of a Certificate of Occupancy (or such other final occupancy permit as is earlier granted by the City) issued with respect to the portion of the development in which the individual housing unit or common area is located. No assignment of the Developer's obligations with respect to this Agreement or the Site for which Agency approval is required, and specifically excluding assignments for financing purposes except those types of assignments identified 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 1.06 with respect to any subsequent assignment or transfer requiring the Agency's approval. 1.07 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 corporation in good standing and has and will in the future duly authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by the agree/DDA/Delaware Habitat DDA 3 Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. b. Except as disclosed in writing to the Agency, the Developer does not have any material contingent obligations or.any material contractual agreement which. could materially adversely affect the ability of the Developer to carry out its obligations hereunder. c. 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 onto which any of its property is or may.become subject, which have not been fully disclosed in the material submitted to the Agency which could materially adversely affect the•ability of the Developer to carry out its obligations hereunder. d. There. is no action or proceeding pending or, to the Developer's best knowledge, threatened, looking toward the dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out its obligations hereunder. Each of the foregoing items a to d, inclusive, shall be deemed to be an ongoing representation and warranty. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items a to d, inclusive. 2. Agency Representations. The Agency represents and warrants to the Developer as follows: a. The Agency has and will in the future authorize, execute and deliver this Agreement and any and all other agreements and documents required. to be executed and delivered by the Agency in order to carry out, give effect to and consummate the transactions contemplated by this Agreement. b. The Agency does not have any material contingent obligations or any material contractual agreements which could materially.adversely affect the ability of the Agency to carry out its obligations hereunder. C. There are no material pending or, as far as it known to the Agency, threatened, legal proceedings to which the Agency is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed to the Developer which could materially adversely affect the ability of the Agency.to carry out its obligations hereunder, or which could adversely affect the enforceability of this Agreement. agree/DDA/Delaware Habitat DDA 4 d. The Agency shall convey fee title to the Agency Parcel and all right, title and interest necessary to convey same to Developer in accordance with the terms of this Agreement. Each of the foregoing items (a) through (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). SECTION 2: ACQUISITION AND.DISPOSITION OF THE SITE 2.01 Disposition of the Agency Parcel 1. Provided that the Developer is not in default of this Agreement'and in accordance with the subject to all of the terms, covenants and conditions of this Agreement, and at or before the time established in the Schedule of Performance (Attachment No. 3), the Agency agrees to sell to the Developer and the Developer agrees to purchase from the Agency the Agency Parcel (the "Conveyance"). There shall be no purchase price for the Agency Parcel. The Agency shall donate the Agency Parcel to the Developer. 2. The Developer shall develop housing which the Developer has agreed to make available to persons of very low income at an affordable. housing cost, as provided in Section 4.01 herein, and shall pay all of those costs; charges, fees and expenses as hereafter expressly provided to be paid by Developer pursuant to this Agreement, and shall,at its cost, provide all of the Improvements required. by this Agreement to be provided by the Developer. 2.02 Escrow The Agency agrees to open an escrow with First American Title Insurance Company, or with another mutually agreeable escrow company (the "Escrow Agent"), by the time established therefor in the Schedule of Performance (Attachment No. 3) for conveyance of the Agency Parcel (the "Agency Parcel Escrow"). The Agency will pay all escrow fees. This Agreement constitutes the joint basic escrow instructions of the Agency and the Developer for the escrow, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this.Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 2.02, 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 Parcel to the Escrow Agent pursuant to Section 2.04 of this Agreement, and the Declaration of Covenants and Restrictions on Resale (Attachment No. 9), the Escrow Agent shall record such deed and covenants when title can be vested in the Developer in accordance with.the agree/DDA/Delaware Habitat DDA 5 terms and provisions of this Agreement. The Developer shall accept conveyance of title or. " possession of the Agency Parcel as provided herein. The Escrow Agent shall pay any applicable transfer tax. Any insurance policies covering the Agency Parcel are not to be transferred. The Agency shall pay into the escrow all fees, charges and costs including, " but not limited to, all transfer taxes, recording costs, title costs in accordance with Section 2.09 hereof,.promptly after the Escrow Agent has notified the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the escrow. The Agency shall timely and properly execute, acknowledge and deliver a deed in substantially the form of the "Grant Deed" for the Site (which is attached to this Agreement as Attachment No. 4 and is incorporated herein). The Escrow Agent is authorized to: 1. Pay and charge the Agency for any fees, charges and costs payable under this Section 2.02 of this Agreement. Before such payments or charges are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title.and close the applicable escrow. Disburse funds and deliver the appropriate deed(s), the covenants and other documents to the parties entitled thereto when the conditions of the applicable escrow" have been fulfilled by the Agency and the Developer. Funds deposited shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the Grant Deed for the Agency Parcel (Attachment No. 4) and the Declaration of Covenants .and Restrictions on Resale. (Attachment No. 9) required to be recorded against the entire Site 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 2.05 and 2.08 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. 4. Record the Memorandum of. Agreement (Attachment No. 6) against the Site concurrently with the closing of the Agency Parcel Escrow. All funds received in the escrow will be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest 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 I ade by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty(30) day month. agree/DDA/Delaware Habitat DDA 6 If the escrow is not in condition to close on or before the time for conveyance established in Section 2.07 of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return of its money,papers or documents deposited with.the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten (10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the parcels which are the subject of that escrow until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If.no such demands are made, the Escrow shall be closed as soon as possible. The Escrow,Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Developer.or until the party entitled thereto has been determined by a final decision of a court.of competent jurisdiction. Any amendment to these escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the Escrow Agent shall. agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 6.01 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent in the capacity as escrow holder with respect to the Conveyance is limited to performance of the obligations imposed upon it under Sections 2.02 through 2.09, inclusive, and Section 2.13 of this Agreement. 2.03 Conveyance of Title and Delivery of Possession Subject to any extensions of time mutually agreed upon in writing between the Agency and the Developer, the conveyance of the Agency Parcel shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 3). The Schedule of Performance (Attachment No. 3) is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency's Executive Director. The Agency and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. Possession shall be delivered to the Developer concurrently with the conveyance of title. The Developer shall accept title and/or possession on or before the dates established in the Schedule of Performance (Attachment No. 3) for the conveyance of the Agency Parcel. agree/DDA/Delaware Habitat DDA 7 2.04 Form of Deed for the Conveyance The Agency shall convey to the Developer title to the Agency Parcel, excepting the mineral rights thereto as provided below in Section 2.06,in the condition provided in Section 2.05 of this Agreement by grant deed substantially in the form. of the Grant Deed (Attachment No. 4). 2.05 Condition of Title The Agency shall convey to the Developer fee simple merchantable title to the Agency Parcel, subject to the Declaration of Covenants. and Restrictions on Resale (Attachment No. 9) which pertain only to the Agency Parcel, and excepting the mineral rights as provided below. Said title shall be free and clear of all recorded or unrecorded liens, encumbrances, 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 Deed (Attachment No. 4). The Agency shall act diligently and promptly to conform the condition of title to the Agency Parcel to that required for the Developer to proceed with development of the Improvements. In no event shall the Developer be required to accept title subject to a deed of trust or mortgage. The Agency shall reserve and except from the conveyances all interests in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use.and occupy all parts of the Agency Parcel 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 Agency Parcel or any portion thereof within 500 feet_.of the surface for any purpose or purposes whatsoever. 2.06 Time for and Place of Delivery of Deed Subject to any mutually agreed upon extension of time, the Agency shall deposit the Grant Deed (Attachment No. 4) with the Escrow Agent on or before the date established for the conveyance pursuant to the Schedule of Performance (Attachment No. 3). 2.07 Recordation of Documents The Escrow Agent shall file the .Grant Deed (Attachment No. 4), and Declaration of Covenants and Resale Restrictions (Attachment No. 9, as described in Section 4.01(6) herein) and the Memorandum of Agreement (Attachment No. 6) for recordation among the land records in the Office of the County Recorder for Orange County. agree/DDA/Delaware Habitat DDA 8 2.08 Title Insurance Concurrently with recordation of the Grant Deed (Attachment No. 4) conveying title to the Agency Parcel, First American Title Insurance Company (the "Title Company") shall provide and deliver to Developer title insurance policies issued by the Title Company insuring that the title to such parcels is vested in Developer in the condition required by Section 2.05 of this Agreement. The Title Company shall provide the Agency with copies of the title insurance policies. Subject to increase by Developer at its expense, the title insurance policy for the Agency Parcel shall be for the amount of attNbpgb F,Ezy7 er DUsp"Ob Dollars coo. oo). The Agency shall bear that amount equal to the cost of a standard ALTA policy for the foregoing amount of coverage. All_ additional costs incurred for or related to such title insurance policies shall be borne solely by the Developer unless such.costs arise out of a defect in the condition of title required to be delivered in accordance with Section 2.05 above, in which case 'Agency shall be responsible for same. The Developer may, at its option and at its cost, obtain coverage in excess of such amounts, or any endorsements. 2. 09 Taxes and Assessments Ad valorem taxes and assessments, if any, on the Agency Parcel, levied, assessed or imposed for any period commencing prior to recordation of the Grant Deed shall be borne by the Agency, and any of such taxes and assessments imposed for any period from and after the applicable conveyance of title to or possession of such parcels shall be borne by the. Developer. 2.10 Occupants of the Parcel Possession of the Agency Parcel shall be delivered to the Developer and title shall be conveyed to it with no occupants or rights of possession by others, including by adverse possession, and no liens or encumbrances except pursuant to any approved title exceptions and this Agreement. 2.11 Physical Condition of the Parcels 1. Environmental Condition. The Agency is unaware of, after diligent inquiry, and has not received any notice or communication from any government agency having jurisdiction over the Agency Parcel notifying the Agency of the presence of surface or subsurface zone hazardous materials; waste, or contamination in, on, or under such parcels, or any.portion thereof. Within the time set forth in the Schedule of Performance (Attachment No. 3), the Developer shall investigate the environmental condition of the Site. The Agency shall reimburse the Developer for.the cost of the investigation up to a maximum amount of Eighteen Thousand Three Hundred Sixty Dollars ($18,360.00). Such investigation shall include such activities as a qualified environmental expert or consultant acceptable to Agency and Developer (the "Environmental .Consultant') deems necessary or appropriate to determine the environmental condition of the Site, but, in any case, including preparation of at least a Phase 1 report for the entire Site. The Agency shall make available at its sole cost the Agency Parcel for agree/DDA/Delaware Habitat DDA 9. the Environmental Consultant to conduct such investigation. Developer shall.copy the Agency on all correspondence and notify Agency at least two (2)business days in advance of any meeting or Site inspection by Environmental Consultant. If the Environmental Consultant finds that the projected cost of all activities necessary to correct or remove any hazardous waste, materials.or contamination in, on or under the Agency Parcel found in its investigation, including the cost of investigation by the Environmental Consultant (the "Remediation Cost") exceeds Eighteen Thousand Three Hundred Sixty Dollars ($18,360.00), then either party may terminate this Agreement, within thirty (30) days after notice of the projected Remediation Cost, by the procedures set forth in Sections 5.11 and 5.12 herein; provided, however, that if one of the parties, at its option, agrees to pay the excess of the actually incurred Remediation Cost over Eighteen Thousand Three Hundred Sixty Dollars ($18,360.00), the other party may not terminate this Agreement. If the Environmental Consultant finds that the projected Remediation Cost, including the cost of the investigation is . Eighteen Thousand Three Hundred Sixty Dollars ($18,360.00) or less, then the Agency shall be required to fund the entire Remediation Cost. The Agency shall comply with CERCLA (Comprehensive. Environmental Response, Compensation and Liability Act of 1980) 42 U.S.C. § 9601, et seq., and California Health and Safety Code §§ 25100, et seq., 25300, et seq., 25280, et seq. Any Remediation performed pursuant to this Agreement shall be performed pursuant to the provisions of Health and Safety Code § 33459, et seq. Upon the Conveyance of the Agency Parcel, the Developer agrees to and shall release the Agency and its officers, directors, employees, representatives and agents and its successors of interest from and against all expenses (including, without limitation, reasonable attorneys' fees and disbursements), losses, or liabilities suffered by Developer by reason of governmental action or third party claims arising out of preexisting hazardous materials, waste, or contamination, exacerbation, movement, release, or contamination of such parcels or the Site, including those arising from the Agency's breach of its representation set forth in the first sentence of this Section 2.11 or the negligence or wrongful acts or omissions of Agency in its ownership, operation or remediation of the Agency Parcel. " 2. Soils Condition. The Agency shall grant to the Developer, and the Developer's agents, employees and independent contractors, the"right of access to and entry upon the Agency Parcel for the purpose of inspection thereof, and conducting surveys,soils tests, and similar work to ascertain the soils condition of the parcel. The Developer shall release the Agency and the City, and their respective officers, employees, agents and representatives, from and against any damages, claims or other liabilities arising out of any injury or damages resulting from the activities of Developer or its agents, employees or "independent contractors pursuant to any such access to, entry upon, or inspection of such parcel excluding damage arising from pre-existing conditions. The Developer shall reasonably determine whether the soils condition is suitable for the uses to which such parcel is to be put under this Agreement, and shall approve or disapprove of the soils condition of the parcel on that basis, by written notice to the Agency within sixty (60) days of the Agency's execution of this Agreement for the Agency agree/DDA/Delaware Habitat DDA 10 Parcel. If the Developer reasonably disapproves the soils condition of the parcel, the Agency may elect within thirty (30) days of its notice of such disapproval, to cure such condition. If the Agency does not elect to cure the condition, the Developer shall not be obligated to purchase the parcel, as set forth in Paragraphs.13.4 of Section 2.13 hereof. If it so elects, Agency shall.cure prior to close of escrow. 2.12 Preliminary Work Prior to the conveyance of title, representatives of Developer shall have the right of access to all portions of the Agency Parcel at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to.carry out this Agreement, including the investigation of the environmental condition of the Agency Parcel pursuant to Section 2.11 hereof. Any preliminary work undertaken on the Agency Parcel by Developer prior to conveyance of title or possession thereto shall require a written temporary right of entry agreement or license agreement which provides for indemnity and insurance protecting the Agency and the City in a form reasonably acceptable to the parties and executed by the Agency Executive Director. Any such preliminary work shall be at the sole expense of Developer (except as expressly provided in Section 2.11 hereof). The Developer shall release the Agency and the City against any claims. resulting from all preliminary work and access or use of the Agency Parcel undertaken by Developer-or its agents pursuant to this Section 2.12. Copies of data, surveys and tests obtained or made by the Developer with respect to such parcels pursuant to this Section 2.13 shall be filed with the Agency within fifteen (15) days after receipt by the Developer. Any preliminary work by the Developer shall be undertaken only after securing .any necessary permits from the appropriate governmental agencies. 2.13 Conditions Precedent to the Conveyances A. Conditions to Agency's Obligation to Convey Agency Parcel. .Prior to and as conditions to the Agency's obligation to convey the Agency Parcel, 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 is not in default of this Agreement, 2. the Developer has obtained all entitlements and approvals for development of the Improvements on the Site, as set forth in Section 2.14 hereof, and the City is prepared to issue grading permits for all of the Improvements promptly following the conveyance; agree/DDA/Delaware Habitat DDA 11 3. the Developer provides proof satisfactory to the Agency . Executive Director that the Developer has obtained a sufficient cash reserves for other satisfactory funding commitments for the Improvements and such cash reserves or other satisfactory funding will be available concurrently with the Conveyance, as required by Section 2.15 of this Agreement; 4. the Developer provides to the Agency Executive Director insurance certificates conforming to Section_ 3.08 of this Agreement; 5. any environmental remediation required pursuant to Section 2.11 herein with respect to the Agency Parcel is complete, to the satisfaction of the Agency Executive Director; 6. the Developer has executed and recorded or.delivered to the. Escrow Agent for recording the Declaration of Covenants and Restrictions on Resale (Attachment No. 9), as set forth in Section 4.04(1)herein; 7. the Agency has not exercised its right to terminate this Agreement pursuant to Section 5.10 hereof; and The foregoing items numbered 1 to 7, inclusive, together constitute the "Conditions Precedent to the Agency's Obligation to Convey." B. Conditions Precedent to the Developer's Obligation to Acquire the Agency Parcel. Prior to and as conditions to the Developer's obligation to purchase the Agency Parcel, each.of the following conditions shall be satisfied(or waived by the Developer in its sole and absolute discretion) by the respective. times established therefor in the Schedule of Performance (Attachment No. 3): 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 Parcel (Attachment No. 4) and delivered the executed Grant Deed to the Agency Parcel to the Escrow Agent and the Title Company shall be prepared to issue the title policy referred to in Section 2.08; 3. any environmental remediation required pursuant to Section 2.11 herein with respect to the Agency Parcel is complete, to the satisfaction of the Developer; agree/DDA/Delaware Habitat DDA 12 4. the condition of the soils (excluding the environmental condition) of the Agency .Parcel is approved or deemed approved by Developer pursuant to Section 2.12.2 of this Agreement; 5. Developer has obtained funding necessary to undertake the Improvements reasonably satisfactory to the Developer.and approved by the Agency pursuant to Section 2.15; 6. the City is prepared to issue grading permits for all of the Improvements upon the Site upon 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 exercised reasonably diligent efforts to obtain such permits; 7. the Developer has not exercised its right to terminate the Agreement pursuant to Section 5.09 hereof; 8. There has been no condition placed upon the development of the Agency Parcel with respect to the entitlements and approvals.obtained for the project pursuant to Section 2.15 below which, in Developer's good faith determination, render the Project economically unfeasible or which materially violate the Charter, policies or bylaws of Developer or its national organization. The foregoing items.numbered 1 to 8, inclusive, together constitute the "Conditions Precedent to Developer's Obligation to Acquire the Agency Parcel." 2.14 Zoning of the Site Before and as a condition precedent to the Agency's obligation to convey the Agency Parcel, the Developer shall make appropriate application to the City and secure or cause to be secured any and all conditional use permits, and any other permits which may be required by the City or any other governmental agency affected by such construction, development or work. Subject.to the provision of this Agreement regarding allocation of costs and.fees between Developer and Agency, (Section 3.09) 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 seg.), obtain all building permits, as required, and to satisfy all other local enactments pursuant thereto applicable with respect to the development of the Agency Parcel, if any such further actions are necessary for the development of the Site. agree/DDA/Delaware Habitat DDA 13 2.15 Submission of Evidence of Available Financing 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 funding necessary to undertake the development of the Site in accordance with this Agreement. For purposes. of this Section, "funding" shall mean monetary commitments to finance the construction, and shall not include volunteer labor. The Developer shall provide evidence of immediately available funds concurrently with and as a condition to the conveyance of the Agency Parcel. The Agency Executive Director shall approve or disapprove such evidence of funding 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 funding in the same manner and.within the same times established in this Section 2.15 for the approval or disapproval of the evidence of financing as initially submitted to the Agency. Such evidence of financing shall include a financial statement and/or other documentation satisfactory to the Agency Executive Director as evidence of other sources of capital sufficient to demonstrate that the Developer has adequate funds to cover the difference, if any, between construction and completion costs minus any financing authorized by mortgage loans. 2.16 Relocation The Agency agrees to perform all relocation obligations, at its sole cost, required by law as a result of the execution of this Agreement and the construction of the Improvements. SECTION 3: DEVELOPMENT OF THE SITE 3.01 General Plan and Zoning Ordinance. Agency represents that the City's General Plan and Zoning Ordinances permit Developer's proposed development and use of the Site as described in this Agreement, subject to such entitlements as may be required by said zoning ordinance. 3.02 Scope of Development The Site shall be developed in accordance with the approvals and entitlements to be obtained pursuant to Section 2.14 hereof, and as provided in the "Scope of Development"which is attached hereto as Attachment No. 5 and is incorporated herein. agree/DDA/Delaware Habitat DDA 14 The development of the Site shall include both private improvements on the Site (the "On-Site Improvements") and public improvements off-Site required by the City and/or the Agency and associated with the development of the Site (the "Off-Site Improvements;" the. On-Site Improvements and the Off-Site Improvements are referred to collectively as the "Improvements"). Except as otherwise provided herein'with respect to .payment of fees_, all such development of the On-Site Improvements.shall be at the sole cost and expense of the Developer. The Developer shall construct the Off-Site Improvements, and the Agency will reimburse the Developer for the cost of the Off-Site Improvements up to a maximum amount of Eight Thousand Six Hundred Forty Dollars ($8,640.00.00 ). Upon the conveyance of title to the Agency Parcel, the Developer shall commence and complete construction of the On Site Improvements by the time established therefor in.the Schedule.of Performance (Attachment No. 3). The development shall include all improvements shown in the final plans and specifications submitted to and approved by the City and Agency, and shall,incorporate or show compliance with all conditions and mitigation measures, if any, to the approvals referenced in.Section 2.14 herein. 3.03 Site Plan The Agency acknowledges that the Developer has prepared and submitted,. and the City .and.Agency have preliminarily approved a Site. Plan, a financing plan and a development concept package (hereafter "Design Concept and Drawings") and related documents which conform to requirements of the Agency and which contain the overall plan for development of the Site. The Site shall be developed as established.in this Agreement and such documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of Development (Attachment No. 5). 3.04 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. Approval of the construction drawings and the Schedule of Performance shall be granted by the Agency. if they conform to the Design Concept Drawings and the Scope of Development. Any items so submitted and approved in writing by the Agency shall not be subject to subsequent disapproval. Any items disapproved shall be revised and resubmitted within fifteen (15)days of disapproval. The landscaping and finished grading plans shall be prepared by a professional landscape architect or registered civil engineer who maybe affiliated with the same firm as the Developer's architect or civil engineer. agree/DDA/Delaware Habitat DDA 15 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. 3.05 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 and notifies Developer of such fact in writing within ten (10) days following submittal thereof to the City or Agency, as the case may be, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance (Attachment No. 3). If the Developer desires to make any substantial changes in the construction plans after their approval by the Agency Executive Director and the City, the Developer shall submit the proposed change to the Agency and the City for their approval. If the construction plans, as modified by the proposed change, conform to the requirements of Section 3.05 of this Agreement and the Scope of Development (Attachment No.:5) the Agency Executive Director and the City will approve the proposed change and notify the Developer in writing within 30 days after submission to the Agency Executive Director and the.City. 3.06 Cost of Development Except as expressly set forth hereinbelow or else in this Agreement, all costs for planning, designing, and constructing the On-Site.Improvements and other duties of Developer set forth in this Agreement shall be borne exclusively by the Developer. 3.07 Construction Schedule The Developer shall commence and complete the On-Site Improvements by the time established therefor in the Schedule of Performance (Attachment No. 3) or such reasonable extensions of such dates as mutually approved by the. parties in writing pursuant to Section 6.03 herein, or otherwise. agree/DDA/Delaware Habitat DDA 16 3.08 Indemnity, Bodily jury 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 general liability policy in the amount.of One Million Dollars ($1,000,000) combined single limit policy, including contractual liability, as shall protect the Developer, the City, and the Agency from claims for such damages. The policy may not be on a claims made basis. Insurance coverage furnished by the Developer pursuant to this Section 3.08 shall conform to this Section 3.08 and shall pertain to all activities on the Site and adjacent public rights-of-way surrounding the Site and all work by Developer or its contractors on off-Site public improvements. Developer shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this Section 3.08 and providing that the insurer shall not cancel or modify the policy without thirty (30) days' written notice to Agency. Developer. shall give Agency prompt and timely notice of any claim made or suit instituted. Agency and City and their officers, employees and agents, shall also be named as additional insured in any policies of Developer's contractors covering work under this Agreement, and such policies shall comply. with this paragraph. Coverage shall be primary and not contributing with any policy or coverage maintained by or.obtained by the Agency, and an appropriate endorsement shall so state. The policy shall contain a waiver of subrogation. : Such certificates shall be approved by the City Attorney. Developer shall be responsible for compliance with all of the provisions of the Workers Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or Federal acts or laws applicable to the activities of Developer pursuant to this Agreement, and shall provide policies in amounts not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, and One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit. Developer shall hold Agency and City harmless from any claims arising thereunder. Developer shall furnish to Agency a certificate of Workers Compensation insurance providing that the insurer shall not cancel or modify the policy without thirty(30) days' prior written notice to Agency. agree/DDA/Delaware Habitat DDA 17 3.09 . 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 secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. The Agency shall pay all such permit fees up to a maximum amount of Fourteen Thousand Four Hundred Dollars ($14,400.00). Any and all permit and processing fees (including, but not limited to, the fees noted on the Schedule of Fees (Attachment No. 8) exceeding said maximum amount shall be. paid by the Developer. It is understood that the Developer is obligated to timely submit to the City final drawings with final corrections to obtain building permits; the Agency will use its reasonable best efforts to expedite issuance of building permits and certificates of occupancy for construction that meets the requirements of the City Code. 3.10 Rights of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall upon providing reasonable notice, have the right of access to the Site without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Improvements, so 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 indemnfy and hold the Developer and its employees, volunteers,.directors and contractors harmless from any claims, or suits for, and damages to, property or bodily injury or .related damages arising out of the activities of the Agency and the City as referred to in this Section 3.10. The Developer shall place and maintain on the Site signs indicating the respective roles of the Developer and the Agency in the Project. The cost of the signs and their installation shall be borne by the Developer. 3.11 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. 3.12 Non-Discrimination Pursuant to Health & Safety Code Sections 33435 and 33050 (of the California Community Redevelopment Law) the Developer for itself and its. successors and assigns, agrees, that in the construction of Improvements on the Site or other performance under agree/DDA/Delaware Habitat DDA 18 this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, religion, sex,marital status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status,handicap, or disability. 3.13 Taxes and Assessments After the conveyance of title to the Agency Parcel, the Developer shall pay when due all real estate taxes and assessments on the Site so long as the Developer retains any interest therein.. Prior to the sale or transfer of the Site, or any portion thereof, the Developer shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction. thereof within a reasonable time but in any event prior to said sale or,transfer. 3.14 Grant of Easements Except as prohibited by Section 1.06 hereof, the Developer may grant temporary or permanent easements or permits to facilitate the development of the Site. 3.15 Right of the Agency to Satisfy Other Liens on the site After Title Passes After the conveyance of title to the Agency Parcel and prior to the completion of construction of the Improvements on the site, and 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. 3.16 Certificate of Occupancy Promptly after the completion of all of the Improvements on and with respect to the Site in conformity with this Agreement (as determined by the Executive Director of the Agency) but excluding normal and customary owner-occupant improvement items, and upon the written request of the Developer, the Agency Executive Director shall on behalf of the . Agency furnish the Developer with an executed and notarized Certificate of Completion (in the form attached hereto as Attachment No. 7), suitable for recordation, which evidences and determines the satisfactory completion of such construction, provided that. such Certificate .of Completion does not release the Developer from those provisions and covenants specified in this Agreement, the Grant Deed, the Redevelopment Plan and the California Community Redevelopment Law which survive the completion of construction. The issuance and recordation of a Certificate of Completion (Attachment No. 7) with respect to the Improvements shall not supersede, cancel, amend or limit the continued effectiveness of any obligations relating to the maintenance, or uses, or payment of monies, or any other obligations except for the obligation to complete construction of the Improvements as of the time of the issuance of such certificate. agree/DDA/Delaware Habitat DDA 19 If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Developer, the Agency shall, as soon as reasonably possible but in no event later than five (5) business days of the written. request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish.such Certificate.of Completion. Upon issuance of a Certificate.of Completion (Attachment No. 7).for the Improvements, construction of the applicable Improvements shall be conclusively deemed to have been.completed in conformity with this Agreement. The Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. SECTION 4: USE OF THE SITE 4.01 Affordable Housing 1. Construction of Affordable Housing. The Developer covenants and agrees to develop one' (1) housing unit on the Site in conformity with the .Scope of Development (Attachment No. 5), and to reserve the housing unit developed on the Site (the "Affordable Unit") for very low income housing for a period of sixty (60) years from the recordation of the Agency Grant Deed as provided herein. The location and specifications of the Affordable Unit 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 Unit in the same manner and to the same Jevel of quality as comparable market-rate units, except as otherwise specified in the approved plans for the Improvements. 2. Sale of Affordable Unit. For a period of sixty (60) years from the recordation of the Agency Grant Deed conveying the Site to the Developer, (the "Affordability Period") the Developer shall cooperate with the. Agency's staff.to sell the unit constructed on the Site only to qualified and eligible Very Low Income Households meeting the requirements of Agency's affordable housing program for. the Site. The Developer and the Agency Executive Director may agree,in writing, to extend the term of the Affordability Period to a mutually agreeable time. 3. Determination of Purchase Price. The Affordable Unit sold to a Very Low Income Household pursuant to Section 4.01(3) above shall be sold at an Affordable Housing Cost (as defined below). 4. Definitions. "Affordable Housing Cost.'.shall mean, as to each Very Low Income Household, that purchase price which would result in monthly housing payments (including principal, interest, taxes, insurance, homeowners' association dues and utilities) which does not exceed thirty percent (30%) of Fifty Percent (50%) of the Orange County monthly median income for a household size appropriate to the Affordable Unit (as established from time to time by the United States Department of Housing and Urban agree/DDA/Delaware Habitat DDA 20 Development) or established by the State of California,.pursuant. to Health :& Safety. Code Section 50.093 or a successor statute. "Very Low Income Households" shall mean persons or families earning not more than Fifty Percent (50%) of Orange County median income, adjusted for appropriate household size. 5. Approval of Purchaser, Agency's Right to Repurchase. In addition to the cooperation with the Agency with respect to its Affordable Housing Program, as referred to in Sections 4.01(1) and 4.01(2)herein, Developer shall sell the Affordable Unit only: to a proposed purchaser that intends to occupy the unit as the proposed purchaser's principal residence for a period of at least five (5) years and are a Very Low Income Household, and that the proposed transfer occurs .at an Affordable Housing Cost. The.Developer will provide affidavits of certification of the transfer price and purchaser's gross income. The Agency reserves the right to review such information and completed.forms as needed.to independently certify the transfer price and proposed purchaser's intent with respect to its residence in the unit and its gross income. Prior to any conveyance of 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 Very Low Income Household, that the maximum permitted sales price may be-less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. 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 Developer intends to reserve a Right of First Refusal to repurchase the Affordable Unit upon any proposed transfer thereof, as more particularly described in Declaration of Covenants and Restrictions on Resale (Attachment No. 9). Upon receipt of the executed disclosure statement referred to hereinabove, if the Developer does not exercise its Right of First Refusal .to repurchase the Affordable Unit, the Agency shall have the right in its sole discretion to repurchase such Affordable Unit from the owner thereof at an Affordable Housing Cost as defined herein,by paying the owner the Affordable Housing Cost in cash within 60 days of the exercise of this repurchase right by the Agency. 6. Covenants to Remain Affordable. Prior to the conveyance of each of the Affordable Unit, Developer shall cause to be executed and recorded in the Orange County.Recorder's Office a restrictive covenant substantially in the form and containing the language of the "Declaration of Covenants and Restriction on Resale"(Attachment No. 9). 7. Agency Cooperation. At the sole discretion. of the Agency Executive Director, the Agency may cooperate with the Developer in applying for subsidized deferred payment and low interest financing programs; provided,however,that the Agency shall agree/DDA/Delaware Habitat DDA 21 in no event be obligated to pay or loan to or on behalf of Developer any fees for application to such loan programs. 4.02 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 Deed (Attachment No. 4) or this Agreement for the periods of time specified therein. The foregoing covenants shall run with the land. 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, religion, sex, martial status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, transfer, use, occupancy, tenure or.enjoyment of the Site. The Developer shall refrain from restricting the sale of the property on the basis .of race, color, religion, sex, martial status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability of any person. All such deeds or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion; sex, martial status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sales, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed. The foregoing covenants shall run with the land." (b) In contracts:. "There shall°be no discrimination against or segregation of, any person, or group of persons on account of race, color, religion, sex, martial status, ancestry, national origin, sexual orientation, creed, ethnic. origin, age, family status, handicap, or disability, in the sale, transfer, use, occupancy, tenure or enjoyment of the premises, not 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 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. agree/DDA/Delaware Habitat DDA 22 4.03 Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The Agency and Developer are deemed the beneficiaries of the terms and provisions of this Agreement and of the covenants running with the land, for.and in their.own: rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running.with the land have been provided. The Agreement and the covenants shall run in favor of the Agency and Developer, without regard to whether the Agency has.been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency and Developer shall each have the right, if the.Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled, including but not limited to injunction and/or specific performance. 4.04 Maintenance of the Site 1. During the period of the Developer's ownership of the Site or any portion thereof, the Developer shall maintain the improvements which it owns on the Site in conformity with the Huntington Beach Municipal. Code and (as modified by any specific use. permits obtained pursuant to the terms of this Agreement) and shall keep the Site free from any accumulation .of debris or waste materials. During such period and following installation of same, the Developer shall also maintain the.landscaping required to be planted on the Site and adjacent to the Site under the Scope of Development (Attachment No. 5)in a healthy condition. If,, at any time, Developer fails to maintain the Site or any portion tliereof, 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. 2. Issuance of a Certificate of Completion by the Agency shall not affect Developer's obligations under this Section 4.04. Such obligations shall remain in effect until the time Developer conveys ownership of the Site, the maintenance responsibility shall run with the land and the Developer shall have no further obligations under this Section-4.04; and further provided, that at the time Developer sells a particular dwelling:unit, the maintenance responsibility with respect to such unit shall run with the land and Developer shall have no further obligations pursuant to this Section 4.04 with respect to such unit. 4.05 Best Efforts to Sell Affordable Unit The Developer agrees to exercise best efforts consistent with prudent business practices to sell the Affordable Unit developed on the Site.as soon as practical following the date of the issuance of the Certificate of Completion (Attachment No. 7) for the Improvements. The Developer agrees that the Affordable Unit shall not be leased or rented by the Developer or any party related to the. Developer unless prior written approval is obtained agree/DDA/Delaware Habitat DDA 23 from the Agency. Interim rental to a proposed purchaser during the performance of the . purchaser's "sweat equity'obligation with Developer shall be allowed. SECTION 5: DEFAULTS AND REMEDIES 5.01 Defaults -- General Subject to the extensions of time set forth in Section 6.03, failure or delay by either party to perform any material term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default shall first be required to give not less ,than fifteen (15) days prior written notice of default to the other party, .specifying the default complained of and the actions required to correct such default. The claimant shall not institute proceedings against the other party if the other party, within thirty (30) days from receipt of such notice, immediately.and with due diligence commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy.as soon as reasonably practicable thereafter. 5.02 Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 5.01, either.party shall submit any and all disputes seeking specific performance of the terms.of this Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain any other.legal or equitable remedy consistent with the purpose of this Agreement, only to a retired Judge of the Superior Court in and for the State of California (hereinafter"Superior 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 (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. agree/DDA/Delaware Habitat DDA 24 (c) Each party shall bear its own attorney's fees and costs regarding any legal action instituted under this Agreement. .:The prevailing party shall not be entitled to recover its attorney's fees and costs. A judge may make. any order he/she feels appropriate regarding which party or parties should pay for the fees and costs of the judge. .(d) The rights of judicial review granted under this Paragraph are the only rights of judicial review that are available to the parties hereto. They are exclusive of all other rights of relief which might otherwise be. held by them. It is their intention that all of the disputes arising out of, . or related to, .their execution of this Agreement, or the rights or responsibilities granted or imposed by this Agreement,be resolved exclusively in the manner provided for in this Paragraph and its subparts. Consistent with this intention, the parties, by"executing this Agreement, specifically acknowledge that the decisions and"orders of the. Judge are nonappealable and either party shall have the nonreviewable, and, therefore, they are waiving their right to-seek relief in the State or Federal. Courts, except including for the purpose of securing and confirming the authority of the Judge provided for herein,.and to enforce his/her decisions and orders by confirmation.pursuant to the California. Code of Civil Procedure Section 1280 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 incurred by the other party in responding to said action, regardless of its outcome. 5.03. Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement.. 5.04 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 agree/DDA/Delaware Habitat DDA 25 Agency shall be deemed to effect service on the Developer(and all of its constituent members)to the greatest extent permitted by law. 5.05 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. 5.06 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. 5.07 Remedies and Rights of Termination Prior to Conveyance: Damages Prior to the Conveyance of the Agency Parcel, if either party defaults with regard to any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured within the time as set forth in Section 5.01, the defaulting party shall be liable to the other party for any damages caused by such default, except as provided in Section.5.12 herein. 5.8 Specific Performance Prior to the Conveyance of the Agency Parcel, if either .party defaults under any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within the time set forth in Section 5.01,the non-defaulting party at its option may thereafter(but not before) seek specific performance of terms of this Agreement in accordance with,Section 5.02 herein. 5.9 Termination by the Developer Prior to the Conveyance A. In the event that prior to the.Conveyance.of the Agency Parcel the Developer is not in default of the Agreement and: (a) any of the Conditions Precedent to Developer's Obligation to Acquire the Agency Parcel, as described in Section 2.13(B) of this Agreement, have not been timely satisfied (or waived by the Developer in its sole and absolute discretion); or agree/DDA/Delaware Habitat DDA 26 (b) The Environmental Consultant determines that the. Remediation Cost exceeds Eighteen Thousand Three Hundred Sixty Dollars ($18,360) and .neither party has. agreed to pay the additional Remediation Cost in excess of Eighteen Thousand Three Hundred Sixty Dollars ($18,360);.or (c) The Agency is in default of this Agreement and has not cured or commenced to cure such default within the time period set forth in Section 5.01 hereof; then, subject to the applicable cure provisions contained in Section 5.01 herein, at the option of the Developer, thirty (30) days after written notice thereof is delivered to the Agency,. all provisions of this Agreement with respect to the Agency Parcel (and the Site).shali terminate and be of no further force and effect; thereafter, neither the Agency nor.the Developer shall have any further rights against or.liability to the other with respect to the Agency Parcel (or the Site)under this Agreement; provided, however, that such a termination shall not deprive the Developer of its damages remedy pursuant to Section 5.09 hereof. 5.10 Termination by the Agency Prior to the Conveyance A. In the event that prior to the Conveyance of the Agency Parcel the Agency is not in default of this Agreement and: (a) any of the Conditions Precedent to Agency's Obligation to. Convey the Agency Parcel, as described in Section 2.13(A) 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 Eighteen Thousand Three Hundred Sixty Dollars ($18,360) and neither party has agreed to pay the additional Remediation Cost in excess of Eighteen Thousand Three Hundred Dollars ($18,360); 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 2.16, within the time set forth in the Schedule of Performance (Attachment No. 3); or agree/DDA/Delaware Habitat DDA 27 (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 5.01 hereof; then, subject to the applicable cure provisions of Section 5.01 herein, at the option of the Agency, thirty.(30) days after written notice thereof is delivered to the Developer, all provisions of this Agreement with respect to the Agency Parcel (and the.Site).shall terminate and be of no further force or effect, and thereafter neither party shall have any further rights against the other with respect to the Agency Parcel under this Agreement; provided, however, that such a termination shall not deprive the Agency of its damages remedy pursuant to Section 5.07 hereof. 5.11 Remedies of the Parties for Default After the Conveyance: Termination and Damages After the Conveyance of the Agency Parcel, if the Developer or the Agency defaults with regard to any of.the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within the time required by Section 5.01 hereof, the defaulting party shall be liable to the other party for any damages caused by such default. 5.12 Action for Specific Performance After the Conveyance of the Agency Parcel, if either the Developer or the. Agency defaults under any of the provisions of this Agreement the nondefaulting party shall serve written notice of such default upon the defaulting party.. If the default is not cured or commenced to be cured within the time required by Section 5.01 hereof, the nondefaulting party at its option may institute an action for specific performance of the terms of this Agreement. SECTION 6: GENERAL PROVISIONS 6.01 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 first class mail; postage prepaid; return receipt requested, to the principal offices of the .Agency and the Developer at the addresses specified in Sections 1.04 and 1.05, respectively. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 6.01. 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. agree/DDA/Delaware Habitat DDA 28 6.02 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. 6.03 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; unusually severe weather; acts or omissions of the other. party; acts or failures to act of the City of Huntington Beach or any other public or governmental agency or entity (other than the acts .of the Agency which shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of.time.for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Notwithstanding the foregoing portion of this Section 6.03, the Developer is not entitled pursuant to this Section 6.03 to an extension of time to perform because of past, present, or future difficulty .in obtaining suitable. temporary or permanent financing for the the development of the Site or, after any environmental remediation performed pursuant to Section 2.11 is completed, because of the physical condition or suitability of the Site.or the Site for the purposes of this Agreement. 6.04 Non-Liability of Officials and Employees of the Agency No member, official or employee of the Agency shall be personally liable to the Developer, or any.successor in interest, in the event of any default or.breach by the Agency or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. No member, official or employee volunteer of the Developer shall be personally liable to the Agency, or any successor in interest, in the event of any default or breach by the Developer or for any amount which may become due to the Agency or its successors, or on any obligations under the terms of this Agreement. agree/DDA/Delaware Habitat DDA 29 6.05 Entire Agreement,Waivers,Amendments This Agreement includes pages 1 through 31 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: 6.06 Memorandum of Agreement Concurrently with the closing of the Agency Parcel Escrow, the parties hereto shall execute and cause a Memorandum of Agreement attached hereto as Attachment No. 6 and incorporated herein to be recorded as an encumbrance upon the Site in the official. records of Orange County, California. The Agency shall cooperate with the Developer in causing such memorandum to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrance for value from the restrictions of the memorandum at the expiration of the Affordability Period (as set forth in Section 4.01(2) hereof) or as otherwise consistent With the purposes of this Agreement: 6.07 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. agree/DDAJDelaware Habitat DDA 30 IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement by and through their authorized officers on de=-)2 old , 2004. HABITAT FOR HUMANITY OF ORANGE REDEVELOPMENT AGENCY OF THE COUNTY, INC. a California non-profit public CITY OF HUNTINGTON BEACH, public benefit corporation body corporate and politic By: jp&itph L V eit*4� print name Chai an (circle one)(Chairma resident[Vice President AND By: 94akt gency � a� L-ynd� l�Fi 11 print name APPROVED AS TO FORM: ITS: (circle on e�hief Financial Officer/Asst. n Secretary-Treasurer Age cy General Coun *x REVIEWED AND APPROVED: 1NI IATED AND APPROVED: Cam',"-�A 661 E cutive Director D puty Executiv erector agree/DDA/Delaware Habitat DDA 31 ,=M—1 v LM 6 ri Wo� KO Uo" MOP, rIA"; PRIM W, .......... ATTACHMENT NO. 2 LEGAL DESCRIPTION 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505) OF "EAST SIDE VILLA TRACT', AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE Performance Date 1. Document Execution a. Habitat delivers executed DDA to Agency. Prior to public hearing on DDA b. Agency authorizes and executes DDA , Within 5 days following public hearing on DDA 2. Opening of Disposition Escrow a. Agency and Habitat open Disposition Escrow to Within 90 days following public hearing on DDA convey Agency Parcel to Habitat 3. Development Approvals a. Habitat submits Design Concept Drawings and Within 15 days following public hearing on DDA related documents to Planning Commission for approval. b. Planning Commission approves Design Concept Within 60 days after submission Drawings and related documents c. Habitat submits Construction Drawings and Prior to close of Escrow related documents to Agency for approval d. Agency approves Construction Drawings and Within 30 days following submission related documents 4. Financing a. Habitat shall provide Agency with construction Prior to close of Escrow financing plan } b. Habitat secures Agency approval of financing Within 30 days following submission plan 5. Building Permits; Planning Entitlements a. Habitat secures all planning entitlements and Prior to close of Escrow permits required 6. Close of Disposition Escrow a. Agency and Habitat close Disposition Escrow Upon completion of Items 1 through 6 hereinabove conveying title of Agency Parcel to Habitat and the completion of all actions to be taken by Habitat and Agency under Article 300 of the DDA to cause the close of Escrow. 7. Construction of Improvements a. Habitat commences construction of Improvements Within 30 days following receipt of planning entitlements and building permits. b. Habitat completes construction of Improvements Within 18 months following close of Disposition Escrow. c. Agency issues a Certificate of Completion for Within 30 days following completion of Improvements construction. 8. Covenant a. Habitat records Declaration of Covenants and Prior to close of Homebuyer's Escrow. Restrictions on Resale for each home in the Office of the Orange County Recorder in accordance with Section 504 of the DDA agree/DDA/attachment 3 schedule alt I ATTACHMENT NO. 4 GRANT DEED 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 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: ,200 GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Main-Pier Redevelopment Project,herein called "Project", under the Community Redevelopment Law of California, hereby grants to HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation, herein called "Grantee", the real property hereinafter referred to as the "Property", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements,restrictions and covenants of record described there. 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface,together with the right to drill into,through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or agree/DDAlgrant deed 1 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. 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. 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), the DDA and this Grant Deed,whichever document is more restrictive. 4. The Property is conveyed to Grantee at a purchase price, herein called "Purchase Price", determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and 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 (referred to in the DDA as the "Site") for residential housing uses, as set forth in the DDA. (b) Grantee shall make available the residential unit to be developed on the Site to"Very Low Income Households", as set forth in the DDA and the attachments thereto. (c) For the period of time set forth in the DDA, Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code and shall keep the Property free from any accumulation of debris or waste materials. During such period of time, Grantee shall also maintain the required landscaping in a health condition. If, at any time during the period that this maintenance covenant is in effect, Grantee fails to maintain said landscaping, and said condition is not corrected after expiration of fifteen (15) days from the date of written notice from the Grantor, either the Grantor or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. (d) Prior to Grantor's issuance of a Certificate of Completion for the project to be developed on the Site pursuant to the DDA, Grantee shall not sell, transfer, subdivide, or convey all or any portion of its interest in the Site without the prior approval of the Grantor except as permitted in the DDA. 5. 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, religion, sex, martial status, ancestry, agree/DDA/grant deed 2 national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, use, occupancy, or enjoyment of the Property hereby conveyed or any part thereof, 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 in the Property. The foregoing covenants shall run with the land. 6. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 4(d) of this Grant Deed and the DDA; 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. 7. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee's obligation to develop the Improvements on the Property and the Site as described in the DDA and Paragraphs 2 and 4(a) hereof, and the covenants and restrictions set forth in Paragraph 4(d) hereof, shall terminate and shall become null and void upon recordation of a Certificate of Completion pursuant to the DDA. The covenants and restrictions in Paragraph 4(b) of this Grant Deed relating to Grantee's obligation to make the residential unit available to Moderate Income Households shall terminate and become null and void at the end of the "Affordability Period" as defined in the DDA. The covenants contained in Paragraph 4(c) shall continue in effect during the time period specified in the DDA. Every covenant contained in this Grant Deed against discrimination contained in paragraph 5 of this Grant Deed shall remain in effect in perpetuity. After the expiration of any of the aforesaid covenants and restrictions, as provided herein, Grantor agrees to cooperate with Grantee in causing such covenants to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrance for value from such restrictions, as otherwise consistent with the purposes of this Agreement. 8. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 9. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and the successors and assigns of Grantee in and to all or any part of the fee title 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, mortgages, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property agree/DDA/grrant deed 3 within or outside the Project Area, or any person or entity having any interest in any other such reality. 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. 10. Grantee agrees for itself, and its successors and assigns, and every successor to Grantee's interest in the Property, or any part thereof that for thirty (30) years from the date a certificate of occupancy is granted for the Property(the"Expiration Date"): (a) The Property shall only be owned and occupied by Grantee or persons or families of"Very Low Income." "Very Low Income" shall mean persons or families earning Fifty Percent (50%) or less of Orange County median income, adjusted for appropriate family size. (b) The Property shall be kept available at Affordable Housing Cost (as defined below) to the Grantee or other persons or families of very low income. Affordable Housing Cost shall mean, as to each person or family of very low income, that purchase price which would result in monthly housing payments which do not exceed 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 percent (30%) of Fifty Percent (50%) of the Orange County monthly median income for those persons and families of very low income, as determined by the United States Department of Housing and Urban Development, or established by the State of California pursuant to Health& Safety Code Section 50043 or successor statute. (c) The covenant contained in this Section 10 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 11. No transfer of the Property shall occur until the Agency determines (a) that the proposed purchaser intends to occupy the Property as the proposed purchaser's principal residence, (b) that the proposed purchaser is a person or family of very low income, (c) that the proposed transfer occurs at an Affordable Housing Cost. The Agency shall not be obligated to approve a transfer until and unless the proposed purchaser has submitted to the Agency such information and completed such forms as the Agency shall request to certify the proposed purchaser's intent with respect to its residency of the Property and its gross income, and the proposed purchaser has submitted an affidavit disclosing and certifying the amount of the proposed purchase price. Prior to conveyance of the Property, each approved purchaser shall submit to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser buying may only sell the unit at an Affordable Housing Cost to a very low income person or family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. agree/DDA/grant deed 4 Grantee shall cooperate with the Agency in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the Agency in connection with the Grantee's original sale of the Affordable Unit, provided that the Grantee shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. THE GRANTEE AND EACH SUCCESSOR, HEIR OR ASSIGN OF GRANTEE UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT 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 CONVENANTOR 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. �� Grantee Initials The covenant contained in this Section 11 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, 200�. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, public body corporate and politic Ch rm LD,9, r";e, Agency Clerk agree/DDA/grant deed 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California SS. County of 19 On �Opek4e(ore me, L J � �C' Datef 6ame o�Officer(e.g.,"Jan , Pu icy ( dh V personally appeared //{� //,�^• Name(s)of Signer(s) L LKpersonally known to me to be the persort sQ whose name(s) is(olsubscribed to the within 'nstrument and acknowledged to me that hellsheQej executed the same in his/he e' authorized capaci i�es and that by his/her' signatureOs on the mslrument the perso s , or the IC entit KELLY LOUISE MANDy upon behalf of which the persons acted, Commission# 1372899 Z executed the instrument. z , r Notary Public - Californlo Orange County MY Comm.Expires Sep 1,200611 WITNESS y hand and official seal. Place Notary Seal Above Signature of Notary Aublic OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Tftle(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑General ❑ Partner—❑ Limited ❑General ❑ Attorney in Fact Top of thumb here ❑ Attorney in Fact Top of thumb here ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ®2004 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402 Item No.5907 Reorder:Call Toll-Free 1-800-876-6827 I APPROVED AS TO FORM: l t?,- gency General Counsel INITIATED AND APPROVED: hud C' dle eputy Executive Director The undersigned Grantee accepts title subject to the covenants hereinabove set forth. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC. a California nonprofit public benefit corporation By . r1f►,�iyl By Secretary agreeMDA/grant deed 6 EXHIBIT A.TO GRANT DEED LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505)OF "EAST SIDE VILLA TRACT', AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 i ATTACHMENT NO. 5 SCOPE OF DEVELOPMENT I. Improvements The Improvements shall consist of the construction of one (1) single family residential unit within the City of Huntington Beach ("City") by volunteers and contractors for sale to Very Low Income owner occupants, including the construction of a garage, landscaping, and related on-site improvements. The Improvements shall be constructed in accordance with the Construction Drawings to be approved by Agency, planning entitlements and building permits required and approved by the City and any other governmental agencies having jurisdiction over the Improvements. The Improvements are to be constructed in a workmanlike fashion, using first class materials, and completed in a lien free manner. 1I. Changes in Development Plans If Developer desires to make any changes in any approved plans which would require City and/or Agency approval, Developer shall submit the proposed changes to the City and/or Agency for approval. Said changes shall be approved or disapproved, in writing, by the City and/or within thirty (30) days of submission by Developer. III. Compliance with Municipal, Federal, State and County Code Standards and Redevelopment Plan The Developer's Improvements shall conform to all applicable Municipal, Federal, State and County Code Standards and the requirements of the Redevelopment Plan. agree/DDA/scope of develop ATTACHMENT NO. 6 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 A-0-6 of ,� »,aa� , 2Q2 , is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HONTINGTON BEACH, a public body corporate and politic ("Agency") and HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation("Developer"). l. Disposition and Development Agreement. Agency and Developer have executed a Disposition and Development Agreement ("DDA") dated for identification purposes as of� � , �o2FJ, 201- , 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 for the construction by the Developer of a certain number of dwelling units to be sold at an affordable housing'cost to persons of very low income. All of the terms, conditions, provisions and covenants of the DDA are incorporated in this Memorandum by reference as though written out at length herein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or document. 2. 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. 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 the residential unit developed on the Site or upon any incorporated or unincorporated association formed to own, manage, operate or agree/DDA/memorandum of DDA 1 maintain such units or the common areas within the Site, if any, and nothing in this memorandum shall be so construed. IN WITNESS WHEREOF, the Agency d the Developer have executed this Agreement by and through their authorized officers on � r, jt p� , 200,j/— . The parties have executed this Memorandum on the dates specified immediately adjacent to their respective signatures. HABITAT FOR HUMANITY OF ORANGE REDEVELOPMENT AGENCY OF THE COUNTY, INC. a California non-profit public CITY OF HUNTINGTON BEACH, public benefit corporation body corporate and politic By: LAA &; rA t1) ame Chairman I : (circle on irm reside [Vice President Dated: g�oZ7, AND ency Clerk By: y2nA'_ *'�� APPROVED AS TO FORM: pn ame n ITS: (circle o Secretary/ ief Financial Officer/Asst. Secretary—Treasurer Agency General Co elv Dated: 7—04 INITIATED AND APPROVED: REVIEWED AND APPROVED: No C 'k Z! Deputy Executive Director I E ecutive Director agree/DDA/memorandum of DDA 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On a , /before me, Date amea16 Title of officer(e.g.,"Jane Do ,Notary Pub'") personally appeared / L� e�l /7 , L t Fl Name(s)of Signer(s) Lvl personally known to me to be the persore whose name(Dis( subscribed to the within instrument and acknowledged to me that he/sh )ev executed the same in his/he ei authorize capaci lies , and that by his/he eir signature0 on the instrument the perso s , or e KELLY LOUISE MANDIC entity upon behalf of which the perso acted, ,. Commission# 1372899 Z Z Notary Public - California > executed the instrument. Orange County My Comm.Expires Sep 1,2006 WITNESS y hand and official seal. Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document- Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑General HE ❑ Attorney in Fact Top of thumb here ❑ Attorney in Fact Top of thumb here ❑ Trustee ❑ Trustee ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other. ❑ Other: Signer Is Representing: Signer Is Representing: 0 2004 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402 Item No.5907 Reorder:Call Toll-Free 1.800-876-6827 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505)OF "EAST SIDE VILLA TRACT", AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF, AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 ATTACHMENT NO. 7 CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT 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: , 20 CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT A. On or about , 20 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 HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (the "Developer"), which Agreement provides, inter alia, for the disposition and the development of certain real property (the "Site") situated in the City of Huntington Beach, California, and more particularly described on Exhibit"A"attached hereto and made a part hereof by this reference. B. As required in the Agreement and as referenced in the Grant Deed recorded on , 200_, as Instrument No. in Book , Page of the Official Records of Orange County, California, and the Memorandum of Agreement recorded on , 200_,__, 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. 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. agree/DDA/cert of completion I 2. The conditions and all rights and obligations under the Agreement as pertains to the Improvements are terminated, except as set forth or referenced in the Grant Deed and Memorandum of Agreement referred to in Recital B herein. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed or the Memorandum of Agreement. 4. After recordation of this Certificate of Completion, any person or entity then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Improvements will not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under the Agreement, the Grant Deed or the Memorandum of Agreement, except that such party shall be bound by any and all of the covenants, conditions, and restrictions which survive such recordation. 5. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Property, nor any part thereof. This Certificate of Completion is not notice of completion as referred to in Section 3093 of the California Civil Code. 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 200 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Its: APPROVED AS TO FORM: Agency Clerk Agency Counsel �h-40 .11 Developer hereby consents to the recording of this Certificate of Completion. HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation By: Its: By: Its: agree/DDA/cen of completion 2 1.04 Parties to the Agreement: 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. 1.05 Parties to the Agreement: The Developer The Developer is Habitat for Humanity of Orange County, Inc., a California corporation. The principal office and mailing address of the Developer for purposes of this Agreement is 2165 South Grand Avenue, Santa Ana, CA 92705. By executing this Agreement, each person signing on behalf of the Developer warrants and represents to the Agency that the Developer has the full power and authority to enter into this Agreement, that all authorizations required to make this agreement binding upon the Developer have been obtained; and that the person or persons executing this Agreement on behalf of the Developer are fully authorized to do so. Whenever the term"Developer" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest to the interest of Developer in all or any portion of this Agreement and/or the Site as herein set forth; provided, however, that . except as specifically set forth in Sections 4.01, 4.02 and 4.04 herein, nothing in this Agreement is intended to be binding upon the purchasers of residential units developed on.the Site or upon any incorporated or unincorporated association formed to own, manage, operate or maintain the common areas within the Site, and nothing in this Agreement shall be so construed. 1.06 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 3.16 herein, and except as expressly permitted in Section 4 below and.in this Section 1.06, 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 agree/DDA/Delaware Habitat DDA 2 of the Developer under this Agreement. This restriction on Developer's right of assignment and :the provisions of this Section 1.06 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 1.06 shall constitute a default hereunder and shall confer no rights whatsoever under this Agreement upon any purported assignee or transferee. Notwithstanding any other provision of this Agreement to the contrary, Agency approval of an assignment of this Agreement or transfer of the Site or any interest therein shall not be required in connection with any of the following: (i) The conveyance or dedication of any portion.of the Site to the City of Huntington Beach or other appropriate governmental or quasigovernmental agency, including public utility companies, where the granting.of easements or permits facilitate the development of the Site. (ii) Any sale of individual housing units to owner-occupants of such housing units, provided that no such sale or transfer of an individual housing unit closes or becomes final prior to issuance of a Certificate of Occupancy (or such other final occupancy permit as is earlier granted by the City) issued with respect to the portion of the development in which the individual housing unit or common area is located. No assignment of the Developer's obligations with respect to.this Agreement or the Site for which Agency approval is required, and specifically excluding assignments for financing purposes except those types of assignments identified 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 1..06 with respect to any subsequent assignment or transfer requiring the Agency's approval. 1.07 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 corporation in good standing and has and will in the future duly authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by the agree/DDA/Delaware Habitat DDA 3 Developer in order to carry out, give effect to, and consummate the transactions contemplated.by this Agreement. b. Except as disclosed in writing to the Agency,the Developer does not have any material contingent obligations or any material contractual agreement which.. could materially adversely affect the ability of the Developer to carry out its obligations hereunder. C. 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 dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developer's best knowledge, threatened by or against the Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out its obligations hereunder. Each of the foregoing items a to d.,-inclusive, shall be deemed to be an ongoing representation and warranty. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items a to d, inclusive. 2. Agency Representations. The Agency represents and warrants to the Developer as follows: a. The Agency has and will in the future authorize, execute and deliver this Agreement and any and all other agreements and documents required to be executed and delivered by the Agency in order to carry out, give effect to and consummate the transactions contemplated by this Agreement. b. The Agency does not have any material, contingent. . obligations or any material contractual agreements which could materially.adversely affect the ability of the Agency to carry out its obligations hereunder. C. There are no material pending or, as far as it known to the Agency, threatened, legal proceedings to which the Agency is or may be made a party or to which. any of its property is. or may become subject, which have not been fully disclosed to the Developer which could materially adversely affect the ability of the Agency to carry out its obligations hereunder, or which could adversely affect the enforceability of this Agreement. agree/DDAMelaware Habitat DDA 4 d. The Agency shall convey fee title to the Agency Parcel and all right, title and interest necessary to convey same to Developer in accordance witll the.terms 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). SECTION 2: ACQUISITION AND.DISPOSITION OF THE SITE 2.01 Disposition of the Agency Parcel 1. Provided that the Developer is not in default.of this Agreement and in accordance with the subject to all of the terms, covenants and conditions of this Agreement, and at or before the time established in the Schedule of Performance (Attachment No. 3), the Agency agrees to sell to the Developer and the Developer agrees to purchase from the Agency the Agency Parcel (the "Conveyance"). There shall be no purchase price for the Agency Parcel. The Agency shall donate the Agency Parcel to the Developer. 2. The Developer shall develop housing which the Developer has agreed to make available to persons of very low income at an affordable. housing cost, as provided in Section 4.01 herein, and shall pay all of those costs, charges, fees and expenses as hereafter expressly provided to be paid by Developer pursuant to this Agreement, and shall;at its cost, provide all of the Improvements required by this Agreement to be provided by the Developer. 2.02 Escrow The Agency agrees to open an escrow with First American Title Insurance Company, or with another mutually agreeable escrow company (the "Escrow Agent"),by the time established therefor in the Schedule of Performance (Attachment No. 3) for conveyance of the Agency Parcel (the "Agency Parcel Escrow"). The Agency will pay all escrow fees. This Agreement constitutes the joint basic escrow instructions of the Agency and the Developer for the escrow, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. The Agency and the Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the provisions of this Section 2.02, 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 Parcel to the Escrow Agent .pursuant to Section 2.04 of this Agreement, and the Declaration of Covenants and Restrictions on Resale (Attachment No. 9), the Escrow Agent shall record such deed and covenants when title can be vested in the Developer in accordance with the agree/DDA/Delaware Habitat DDA 5 terms and provisions of.this Agreement. The Developer shall accept. conveyance of title or. possession of the Agency Parcel as provided herein. The Escrow Agent shall pay any.applicable transfer tax. Any insurance policies covering the Agency Parcel are not to be transferred. The Agency shall pay.into the escrow all fees, charges and costs including, but not limited to, all transfer taxes, recording costs, title costs in accordance with Section 2.09 hereof,_promptly after the Escrow Agent has notified the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the. escrow. The.Agency shall timely.and properly execute, acknowledge and deliver a deed in substantially the form of the "Grant Deed" for the Site (which is attached to this Agreement as Attachment No. 4.and is incorporated herein). The Escrow Agent is authorized to: 1. Pay and charge the Agency for any fees, charges and costs payable under this Section 2.02 of this Agreement. Before such payments or charges are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title.and close the applicable escrow. 2. Disburse funds and deliver the appropriate deed(s), the covenants and other documents to the parties entitled thereto when the conditions of the applicable escrow have been fulfilled by the Agency and the Developer. Funds deposited shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the Grant Deed for the Agency Parcel (Attachment No. 4) and the Declaration of Covenants and Restrictions on Resale (Attachment No. 9) required to be recorded against the entire Site 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 2.05 and 2.08 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. 4. Record the Memorandum of Agreement . (Attachment No. 6) against the Site concurrently with the closing of the Agency Parcel Escrow. All funds received in the escrow will be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest 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. agree/DDA/Delaware Habitat DDA 6 If the escrow is not in condition to. close on or before the time for conveyance established in Section 2.07 of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may;in writing,demand from the Escrow Agent the return of its money,papers or documents deposited with.the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow.Agent shall have mailed copies of such demand to the other party or parties at.the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten (10) day period, in which event the Escrow Agent.is authorized to hold all money, papers and documents with.respect to the parcels which are the subject of that escrow until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If.no such demands are made, the Escrow shall be closed as soon as possible. The Escrow Agent shall not be obligated to return any such money, papers or.documents except upon the written instructions.of both the Agency and the Developer.or until the party entitled thereto has been determined by a final decision of a court.of competent jurisdiction. Any amendment to these escrow instructions shall be in writing and.signed by both the Agency and the Developer. At the time of any amendment, the Escrow.Agent shall. agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to. the Agency or the Developer shall be directed to the addresses and in the manner established in Section 6.01 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent.in the capacity as escrow holder with respect to the Conveyance is limited to performance of the obligations imposed upon it under Sections 2.02 through 2.09, inclusive, and Section 2.13 of this Agreement. 2.03 Conveyance of Title and Delivery of Possession Subject to any extensions of time mutually agreed upon in writing between the Agency and the Developer, the conveyance of the Agency Parcel shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 3). The Schedule.of Performance (Attachment No. 3) is subject to revision from time to.time as mutually agreed upon in writing between the Developer and the Agency's Executive Director: .The Agency and the Developer agree to perform all acts necessary to conveyance of title in sufficient time for title to be conveyed in accordance with the foregoing provisions. Possession shall be delivered to the Developer concurrently with the conveyance of title. The Developer shall accept title and/or possession on or before the dates established in the Schedule of Performance (Attachment No. 3) for the conveyance of the Agency Parcel. agree/DDA/Delaware Habitat DDA 7 2.04 Form of Deed for the Conveyance The Agency shall convey to the Developer title to the Agency Parcel,. excepting the mineral rights thereto as provided below in Section 2.06,in the condition provided in Section 2.05 of this Agreement by grant deed substantially in the form of the Grant Deed (Attachment No. 4). 2.05 Condition of Title The Agency shall convey to the Developer fee simple merchantable title.to the Agency Parcel, subject to the Declaration of Covenants. and Restrictions on Resale (Attachment No. 9) which pertain only to the Agency Parcel, and excepting the mineral rights as provided below. . Said title shall be free and clear of all recorded or unrecorded liens, encumbrances, 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 Deed (Attachment No. 4). The Agency shall act diligently and promptly to conform the condition of title to the Agency Parcel to that required for the Developer. to proceed with development of the Improvements. In no event shall the Developer be required .to accept title subject to a deed of trust or mortgage. The Agency shall reserve and except from the conveyances all interests in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below.the surface, together with the right to drill into, through, and to use and occupy all parts of the Agency Parcel .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 Agency Parcel or any portion thereof within 500 feet.of the surface for any purpose or purposes whatsoever. 2.06 Time for and Place of Delivery of Deed Subject to any mutually agreed upon extension of time, the Agency shall deposit.the Grant Deed (Attachment No. 4) with the.Escrow Agent on or before the date established for the conveyance pursuant to the Schedule of Performance (Attachment No. 3). 2.07 Recordation of Documents The Escrow Agent shall file the .Grant Deed (Attachment No. 4), and Declaration of Covenants and Resale Restrictions (Attachment No. 9, as described in Section 4.01(6) herein) and the Memorandum of Agreement (Attachment No. 6) for recordation among the land records in the Office of the County Recorder for Orange County. agree/DDA/Delaware Habitat DDA 8 2.08 Title Insurance Concurrently with recordation of the Grant Deed (Attachment No. 4) conveying Jitle to the Agency Parcel, First American Title Insurance Company (the "Title Company") shall provide and deliver to Developer title insurance policies issued by the. Title Company insuring that the title to such parcels is vested.in Developer in the condition required by Section 2.05 of this Agreement. The Title Company shall provide the Agency with copies of the title insurance policies. Subject to increase by Developer at its expense, the title insurance policy for the Agency Parcel shall be for the amount of 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 unless such costs arise out of'a.defect in the condition of title required to be delivered in accordance with Section 2:05 above, in which case Agency shall be responsible for. same. The Developer may, at its option and at its cost, obtain coverage in excess of such amounts, or any endorsements. 2. 09 Taxes and Assessments Ad valorem taxes and assessments, if any, on the Agency Parcel, levied, assessed or imposed for any period commencing prior to recordation of the Grant Deed shall be borne by the Agency, and any of such taxes and assessments imposed for any period from and after the applicable conveyance of title to or possession of such parcels shall be borne by the. Developer. 2.10 Occupants of the Parcel Possession of the Agency Parcel shall be delivered to the Developer and title shall be conveyed to it with no occupants or rights of possession by others, including by adverse possession, and no liens or encumbrances except pursuant to any approved title exceptions and this Agreement. 2.11 Physical Condition of the Parcels 1. Environmental Condition.. The Agency is unaware of, after diligent inquiry, and has not received any.notice or communication from any government agency having jurisdiction over the Agency Parcel notifying the.Agency of the presence of surface.or subsurface zone hazardous materials; waste, or contamination in, on, or,under such parcels, or any portion thereof. Within the time set forth in the Schedule of Performance (Attachment No. 3), the Developer shall investigate the environmental condition of the Site. The Agency shall reimburse the Developer for the cost of the investigation up to a maximum amount of Eighteen Thousand Three Hundred Sixty Dollars ($18,360.00). Such investigation shall.include such activities as a qualified environmental expert or consultant acceptable to Agency and Developer (the "Environmental Consultant") deems necessary or appropriate to determine the environmental condition of the Site, but, in any case, including preparation of at least a Phase I report for the entire Site. The Agency shall make available at its sole cost the Agency Parcel for agree/DDA/Delaware Habitat DDA 9 the Environmental Consultant to conduct such investigation. Developer shall.copy the Agency on.all correspondence and notify Agency at least two (2)business days in advance of any meeting or Site inspection by Environmental Consultant. If the Environmental Consultant finds that the projected cost of all activities necessary to correct or remove any hazardous waste, materials.or contamination in, on or under the Agency Parcel found in its investigation, including the cost of investigation.by the Environmental Consultant (the "Remediation Cost").exceeds Eighteen .Thousand Three Hundred Sixty Dollars ($18,360.00), then either party may terminate this Agreement, within thirty (30) days after notice of the projected Remediation Cost, by the procedures set.forth in Sections 5.11 and 5.12 herein; provided, however, that if one of the parties, at its option, agrees to.pay the excess of the actually incurred Remediation Cost over Eighteen Thousand Three Hundred Sixty Dollars ($18,360.00), the other party may not terminate this Agreement. If the Environmental Consultant finds that the projected Remediation Cost, including the cost of the investigation is . _Eighteen Thousand Three Hundred Sixty Dollars ($18,360.00) or less, then the Agency shall be required to fund the entire Remediation Cost. The Agency shall comply with CERCLA (Comprehensive. Environmental Response, Compensation and Liability Act of 1980) 42 U.S.C. § 9601, et seq., and California Health and Safety Code §§ 25100, et seq., 25300, et seq., 25280, et seq.. Any Remediation performed pursuant to this Agreement shall be performed pursuant to the provisions of Health and Safety Code § 33459, et seq. Upon the Conveyance of the Agency Parcel, the Developer agrees to and shall release the Agency and its officers, directors, employees, representatives and agents and its successors of interest from and against all expenses (including, without limitation, reasonable attorneys' fees and disbursements), losses, or liabilities suffered by Developer by reason of governmental action or third party claims arising out of preexisting hazardous materials, waste, or contamination, exacerbation, movement, release, or contamination of such parcels or the Site, including those arising from the Agency's breach of its representation.set forth in the first sentence of this Section 2.11 or the negligence or wrongful acts or omissions of Agency in its ownership, operation or remediation of the Agency Parcel. 2. Soils Condition. The Agency shall grant to the Developer, and the Developer's agents, employees and independent contractors, the right :of access to and entry upon the Agency Parcel for the purpose of inspection thereof, and conducting surveys, soils tests, and similar work to ascertain the soils condition of the parcel. The Developer shall release the Agency and the City, and their respective officers,employees, agents and representatives, from and against any damages, claims or other liabilities arising out.of.any injury or damages resulting from the activities of Developer or its agents, employees or independent contractors pursuant to any such access to, entry upon, or inspection of such parcel excluding damage.arising from pre-existing conditions. The Developer shall reasonably:determine whether the soils condition is suitable for the uses to which such parcel is to be put under this Agreement, and shall approve or disapprove of the soils condition of the parcel on that basis, by written notice to the Agency within sixty (60) days of the Agency's execution of this Agreement for the Agency agree/DDA/Delaware Habitat DDA 10 Parcel. If the Developer reasonably disapproves the soils condition of the parcel, the Agency may elect;:within thirty (30) days of its notice of such.disapproval, to cure such condition. If the Agency does not elect to cure the condition, the Developer shall not be obligated to purchase the parcel, asset forth in Paragraphs B.4 of Section 2.13 hereof. If it so elects, Agency shall cure prior to close of escrow. 2.12 Preliminary Work Prior to the conveyance.of title, representatives of Developer shall have the right of access to all portions of the Agency Parcel at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the environmental condition of the Agency Parcel pursuant to Section 2.11 hereof. Any preliminary work undertaken on the Agency Parcel by Developer prior to conveyance of title or possession thereto shall require a written temporary right of entry agreement or license agreement which provides for indemnity and insurance protecting the Agency and the City in a form reasonably acceptable to the parties and.executed by the Agency Executive Director. Any such preliminary work shall be at the sole expense_ of Developer (except as expressly provided in Section 2.11 hereof). The Developer shall release the Agency and the City against any claims: resulting from all preliminary work and access or use of the Agency Parcel undertaken by Developer or its agents pursuant to this Section 2.12. Copies of data, surveys and tests obtained or made by the Developer with respect to such parcels pursuant to this Section 2.13 shall be filed with the Agency within fifteen (.15) days after receipt by the Developer.. Any preliminary work by the Developer shall be undertaken only after securing any necessary permits from the appropriate governmental agencies. 2.13 Conditions Precedent to the Conveyances A. Conditions to Agency's Obligation to Convey Agency Parcel. Prior to and as conditions to the Agency's obligation to convey the Agency Parcel,.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 is not in default of this Agreement. 2. the Developer has obtained all entitlements and approvals for development of the Improvements on. the Site, as set forth in Section 2.14 hereof, and the City is prepared to issue grading permits for all of the Improvements promptly following the conveyance; agree/DDAJDelawne"abitat DDA 11 3. the Developer provides..proof satisfactory to the Agency Executive . Director that the Developer has obtained a sufficient cash reserves for, other satisfactory funding. commitments for the Improvements and such cash reserves or other satisfactory funding will be available concurrently with the Conveyance, as required by Section 2.15 of this Agreement; 4. the Developer provides to the Agency Executive Director insurance certificates conforming to Section 3.08 of this Agreement; 5. any environmental remediation required pursuant to Section 2.11 herein with respect to the Agency Parcel is complete, to the satisfaction of the Agency Executive Director; 6. the Developer has executed and recorded or delivered to the. Escrow Agent for recording the Declaration of Covenants and Restrictions on Resale (Attachment No. 9), as set forth in Section 4.04(1)herein 7. the Agency has not exercised its right to terminate this Agreement pursuant to Section 5.10 hereof; and The foregoing items numbered 1 to 7, inclusive, together constitute the "Conditions Precedent to the Agency's Obligation to Convey." B. Conditions Precedent to the Developer's Obligation to Acquire the Agency Parcel. Prior to and as conditions to the Developer's obligation to purchase the Agency Parcel, each.of the following conditions shall be satisfied(or waived by the Developer in its sole and absolute discretion) by the respective. times established therefor in the Schedule of Performance (Attachment No. 3): 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 Parcel (Attachment No. 4) and delivered the executed Grant Deed to the Agency Parcel to the Escrow Agent and the Title Company shall be prepared to issue the title policy referred to in Section 2.08; 3. any environmental remediation required pursuant to Section 2.11 herein with respect to the Agency Parcel is complete, to the satisfaction of the Developer; agree/DDA/Delaware Habitat DDA 12 4. the condition of the soils (excluding the environmental condition) of the Agency Parcel is approved or deemed approved by Developer pursuant to Section 2.12.2 .of this Agreement; 5. Developer has obtained funding necessary to undertake the Improvements reasonably satisfactory to the Developer and approved by the Agency pursuant to Section 2.15; 6. the City is prepared to issue grading permits. for all of the Improvements upon the Site upon 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 exercised reasonably diligent efforts to obtain such permits;. 7. the Developer has not exercised its right to terminate the Agreement pursuant to Section 5.09 hereof; . 8. There has been no condition placed upon the development of the Agency Parcel with respect to the entitlements and approvals obtained for the project pursuant to Section 2.15 below which; in Developer's good faith determination, render the Project economically unfeasible or which materially violate the Charter, policies or bylaws of Developer or its national organization. The foregoing items numbered I to 8, inclusive, together constitute the"Conditions Precedent to Developer's Obligation to Acquire the Agency Parcel." 2.14 Zoning of the Site Before and as a condition precedent to the Agency's obligation to convey the Agency Parcel, the Developer shall make appropriate. application to the City and secure or cause to be secured any and. all conditional use permits, and any other permits which may be required by the City or any other governmental agency affected. by such construction, development or work. Subject to the provision of this Agreement regarding allocation of costs and.fees between Developer and Agency, (Section 3.09) the Developer shall be responsible to make such further appropriate application to the City of Huntington Beach as may be necessary to satisfy all provisions of the California Subdivision Map Act (Government Code Section 66410, et seq.), obtain all building permits, as required, and to satisfy all other local enactments pursuant.thereto applicable with respect to the development of the Agency Parcel, if any such further actions are necessary for the development of the Site. agree/DDA/Delaware Habitat DDA 13 2.15 Submission of Evidence of Available Financing 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 funding necessary to undertake the development of the Site in accordance with this Agreement. For purposes of this Section, "funding" shall mean monetary.commitments to finance the construction, and shall not include volunteer labor. The Developer shall provide evidence of immediately available funds concurrently with and as a condition to the.conveyance of the Agency Parcel. The Agency Executive Director shall approve or disapprove such evidence of funding 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 funding in the same manner and.within the same times established in this . Section 2.15 for the approval or disapproval of the evidence of financing as initially submitted to the Agency. Such evidence of financing shall include a financial statement and/or other documentation satisfactory to the Agency Executive Director as evidence of other sources of capital sufficient to demonstrate that the Developer has adequate funds to cover the.difference, if any, between construction and completion costs minus any financing authorized by mortgage loans. 2.16 Relocation The Agency agrees to perform all relocation obligations, at its sole cost,_ required by law as a result of the execution of this Agreement and the construction of the Improvements. SECTION 3: DEVELOPMENT OF THE SITE 3.01 General Plan and Zoning Ordinance. Agency represents that the City's General Plan and Zoning Ordinances permit Developer's proposed development and use of the Site as described in this Agreement, subject to such entitlements as may be required by said zoning ordinance. 3.02 Scope of Development The Site shall be developed in accordance with the approvals and entitlements to be obtained pursuant to Section 2.14 hereof, and as provided in the "Scope of Development"which is attached hereto as Attachment No. 5 and is incorporated herein. agree/DDA/Delaware Habitat DDA 14 : The development of the.Site shall include both private improvements on " the Site (the "On-Site Improvements") and public improvements off-Site required by the City and/or the Agency and associated with the development of the Site (the "Off Site Improvements;" the. On=Site Improvements and the Off Site Improvements are referred to collectively as the "Improvements'). Except as otherwise provided herein with respect to " -payment of fees, all such development of the On-Site Improvements shall be at the sole.cost and expense of the Developer. .The Developer shall construct the Off-Site Improvements, and the Agency will. reimburse the Developer for the cost of the Off-Site Improvements up to a maximum amount of Eight Thousand Six Hundred Forty Dollars ($8,640.00.00). Upon the conveyance of title to the Agency Parcel, the Developer shall commence and complete construction of the On Site Improvements by the time established aherefor in the Schedule of Performance (Attachment No. 3). The development shall include all improvements shown in the final plans and"specifications submitted to and approved by the City and Agency, and. shall.incorporate or show compliance with all conditions and mitigation measures, if any,to the approvals referenced in Section 2.14 herein. 3.03 Site.Plan The Agency acknowledges that the Developer has prepared and submitted, and the :City and Agency have preliminarily approved a Site Plan, a financing plan and a development concept "package (hereafter "Design Concept and Drawings') and related documents"which conform to requirements of the Agency and which contain the overall plan for development of the Site. The Site shall be developed as established in this Agreement and such documents except as changes may be mutually agreed upon between the Developer and the Agency. Any such changes shall be within the limitations of the Scope of Development (Attachment No. 5). 3.04 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. Approval of the construction drawings and the Schedule of Performance shall be granted by the Agency. if they conform to the Design Concept Drawings and the Scope of Development. Any items so submitted and approved in writing by the Agency shall not be subject to subsequent.disapproval. Any items disapproved shall be revised and resubmitted within fifteen (15)days of disapproval. The landscaping and finished grading plans shall be prepared by a professional landscape architect or registered civil engineer who may be affiliated with the same firm as the Developer's architect or civil engineer. agree/DDA/Delaware Habitat DDA 15 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. 3.05 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 and_notifies Developer of such fact in writing within ten (10) days following submittal thereof to the City or Agency,as the case may be, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule.of Performance (Attachment No. 3). If the Developer desires to make any substantial changes .in the construction plans after their approval by the Agency Executive Director and the City, the Developer shall submit the proposed change to the Agency and the City for their approval. If the construction plans, as modified by the proposed change, conform to the requirements of Section 3.05 of this Agreement and the Scope of Development (Attachment No. 5) the Agency Executive Director and the City will approve the proposed change and notify the Developer in writing within 30 days after submission to the Agency Executive.Director and the City. 3.06 Cost of.Development Except as expressly set forth hereinbelow or else in this Agreement, all. costs for planning, designing, and constructing the On-Site.Improvements and other duties of Developer set forth in this Agreement shall be borne exclusively by the Developer. 3.07 Construction Schedule The Developer shall commence and complete the On-Site Improvements by the time established therefor in the Schedule of Performance (Attachment No. 3) or such reasonable extensions of such dates as mutually approved by the. parties in writing pursuant to Section 6.03 herein,or otherwise. agree/DDA/Delaware Habitat DDA 16 3.08 Indemnity,Bodily Injury and Prope 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 general liability policy in the amount of One Million Dollars ($1,000,000) combined single limit policy, including contractual liability, as shall protect the Developer,the City, and the Agency from claims for such damages. The policy may not be on a claims made basis. Insurance coverage furnished by the Developer pursuant to this Section 3.08 shall conform to this Section 3.08 and shall pertain to all activities on the Site and adjacent public rights-of-way surrounding the Site and all work by Developer or its contractors on off-Site public improvements. Developer shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this Section 3.08 and providing that the insurer shall not cancel or modify.the policy without thirty (30) days' written notice to Agency. Developer shall give Agency prompt and timely notice of any claim made or suit instituted. Agency and City and their officers, employees and agents, shall also be named as additional insured in any policies of Developer's contractors covering work under this Agreement, and such policies shall comply. with this paragraph. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement shall so state. The policy shall contain a waiver of subrogation. Such certificates shall be approved by the City Attorney. Developer shall be responsible for compliance with all of the provisions of the Workers Compensation Insurance and. Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or Federal acts or laws applicable to the activities of Developer pursuant to this Agreement, and shall provide policies in amounts not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, and One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee; and Two Hundred Fifty Thousand.Dollars ($250,000) bodily injury by disease, policy limit. Developer shall hold Agency and .City harmless from any claims arising thereunder. Developer shall furnish to Agency a certificate of Workers Compensation insurance providing that the insurer shall not cancel or modify the policy without thirty(30) days' prior written notice to Agency. agree/DDA/Delaware Habitat DDA 17 3.09 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 secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. The Agency shall pay all. such permit fees up to a maximum amount of Fourteen Thousand Four Hundred Dollars ($14,400.00). Any and all permit and processing fees (including, but not limited to, the fees noted on the Schedule of Fees (Attachment No. 8)exceeding said maximum amount shall be paid by the Developer. It is understood that the Developer is obligated to timely submit.to the City final.drawings with final corrections to obtain building permits; the Agency will use its . reasonable best efforts to.expedite issuance of building permits and.certificates of occupancy for construction that meets the requirements of the City Code.. 3.10 Rights of Access For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall upon providing reasonable notice, have the right of access to the Site without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Improvements, so 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 indemnify and hold the Developer and its employees, volunteers, directors and contractors harmless from any claims, or suits for, and damages to,. property or bodily injury or related damages arising out of the activities of the Agency and.the City as referred to in this Section 3.40. 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 by the Developer. 3.11 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, inconformity 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. 3.12 Non-Discrimination Pursuant to Health & Safety Code Sections 33435 and 33050 (of the California Community Redevelopment Law) the Developer for itself and its successors and assigns, agrees, that in the construction of Improvements on the Site or other performance under agree/DDA/Delaware Habitat DDA 18 this Agreement, the Developer will.not discriminate against any employee or applicant for employment because of race, color, religion, sex,marital status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status,handicap,or disability. 3.13 Taxes and Assessments After the conveyance of title to the Agency Parcel, the Developer shall pay when due all real estate taxes and assessments on the Site so long as the Developer retains any interest therein. Prior to the sale or transfer of the Site, or any portion thereof, the Developer shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction. thereof within a reasonable time but in any event prior to said sale or transfer. 3.14 Grant of Easements Except as prohibited by Section 1.06 .hereof, the Developer may grant temporary or permanent easements or permits to facilitate the development of the Site. 3.15 Right of the Agency to Satisfy Other Liens on the site After Title Passes After the conveyance of title to the Agency Parcel and prior to the completion of construction of the Improvements on the site, and 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. 3.16 Certificate.of Occupancy Promptly after the completion of all of the Improvements on and with respect to the Site in.conformity with this Agreement(as determined by the Executive Director of the Agency) but excluding normal and customary owner-occupant improvement items, and upon the written request of the Developer, the Agency Executive Director shall on behalf of the Agency furnish the Developer with an executed and notarized Certificate of Completion (in the form attached hereto as Attachment No. 7), suitable for recordation, which evidences and determines the satisfactory completion of such construction, provided that. such Certificate .of Completion does not release the Developer from those provisions and covenants specified in this Agreement, the Grant Deed, the Redevelopment Plan and the California Community .Redevelopment Law which survive the completion of construction. The issuance and recordation of a Certificate.of Completion (Attachment No. 7) with respect to the Improvements shall not supersede, cancel, amend or limit the continued effectiveness of any obligations relating to the maintenance, or uses, or payment of monies, or any other obligations except for the obligation to complete.construction of the Improvements as of the time of the issuance of such certificate. agree/DDA/Delaware Habitat DDA 19 If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Developer, the Agency shall, as soon as reasonably'possible.but in no event later than five (5) business days of the written._request, provide the Developer.with a written statement of the reasons the Agency refused or failed to furnish.such Certificate of . Completion. Upon issuance of a Certificate of Completion (Attachment No. 7)•for the Improvements, construction of the applicable Improvements shall be conclusively deemed to have been.completed in conformity with this Agreement. The Certificate of Completion is not a . notice of completion as referred to in Section 3093 of the California Civil Code. SECTION 4: USE OF THE SITE 4.01 Affordable Housing 1. Construction of Affordable Housing. The Developer covenants and. agrees to develop one (1) housing unit. on the Site in conformity with -the Scope of Development (Attachment No. 5), and to reserve the housing unit developed on the Site (the "Affordable Unit") for very low income housing for a period of sixty (60) years from the recordation of the Agency Grant Deed as provided herein. The location and specifications of the Affordable Unit 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 Unit in the same manner and to the same aevel of quality as- comparable market-rate units, except as otherwise specified in the approved plans for the Improvements. 2. Sale of Affordable Unit. For a period of sixty (60) years from . the recordation of the Agency Grant Deed conveying the Site to the Developer, (the "Affordability Period") the. Developer shall cooperate with the. Agency's staff to sell the unit. constructed on the Site only to qualified and eligible Very Low Income Households meeting:the requirements of Agency's affordable housing program for. the Site. The.Developer and the Agency Executive Director may agree, in writing, to extend the term of the.Affordability Period to a mutually agreeable time. 3. Determination of Purchase Price. The Affordable Unit sold to a Very Low Income Household pursuant to Section 4.01(3) above shall be sold at.an Affordable Housing Cost(as defined below). 4. Definitions. "Affordable Housing Cost" shall mean, as to each Very Low Income Household,_that purchase price which would result in monthly housing payments (including principal, interest, taxes, insurance, .homeowners' association dues and utilities) which does not exceed thirty percent (30%) of Fifty Percent (50%) of the Orange County.monthly median income.for a household size appropriate .to the Affordable Unit (as established from time to time by the United States Department of Housing and Urban agree/DDA/Delaware Habitat DDA 20 Development) or established by the State of California, pursuant. to Health & Safety Code Section 50.093 or a successor statute. "Very Low Income Households" shall mean persons or families earning not more than Fifty Percent (50%) of Orange County median income, adjusted for appropriate household size. 5. Approval of Purchaser, Agency's Right to Repurchase, In addition to the cooperation with the Agency with respect to its Affordable Housing Program, as referred to in Sections 4.01(1)and 4.01(2)herein,Developer shall sell the Affordable Unit only: to a proposed purchaser that intends to occupy the unit_ as the proposed purchaser's principal residence for a period of at least five (5) years and are a Very Low Income Household, and.that the proposed transfer occurs .at an Affordable Housing Cost. The.Developer will provide affidavits of certification of the .transfer price and purchaser's gross. income. The Agency reserves the right to review such information and completed forms as needed to independently certify the transfer price and proposed purchaser's intent with respect to its residence in the unit and its gross income. Prior to any conveyance of 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 Very Low Income Household, that the maximum permitted sales price may be less than fair market.value and that the unit must be owner-occupied at all times and cannot be rented or leased. 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 Developer intends to reserve a Right of First Refusal to repurchase the Affordable Unit upon any proposed transfer thereof, as more particularly described in Declaration of Covenants and Restrictions on Resale (Attachment No. 9). Upon receipt of the executed disclosure statement referred to hereinabove, if the Developer does not exercise its Right of First Refusal to repurchase the Affordable Unit, the Agency shall have the right in its sole discretion to repurchase such Affordable Unit from the owner thereof at an Affordable Housing Cost as defined herein,by paying the owner the Affordable Housing Cost in cash within 60 days of the exercise of this repurchase right by the Agency. 6. Covenants to Remain Affordable.. Prior- to the conveyance of each of the Affordable Unit, Developer shall cause to be executed and recorded in the Orange County.Recorder's Office a restrictive covenant substantially in the form and containing the language of the"Declaration of Covenants and Restriction on Resale"(Attachment.No..9). 7. Agency Cooperation. At the sole discretion of the Agency Executive Director, the Agency may cooperate with the Developer in applying for subsidized deferred payment and low interest financing programs; provided,however,that the Agency shall agree/DDA/Delaware Habitat DDA 21 in no event be obligated to pay or loan to or on behalf of Developer any fees for application to . such loan programs. 4.02 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 Deed (Attachment No. 4) or this Agreement for the periods of time specified therein. The foregoing covenants shall run with the land. 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, religion, sex, martial status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, transfer, use, occupancy,tenure or enjoyment of the Site. The Developer shall refrain from.restricting the sale of the property on the basis of race, color, religion, sex, martial status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability of any person. All such- deeds or contracts shall contain or .be subject to substantially the following nondiscrimination or.nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming.under or through them, that there shall be no discrimination against or segregation of,. any person or group of persons on account of race, color, religion; sex, martial status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sales, transfer, use, occupancy, tenure .or enjoyment of the land herein conveyed. The foregoing covenants shall run with the land." {b) In contracts: "There.shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, religion, sex, martial status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability, in the sale, 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 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. agree/DDA/Delaware Habitat DDA 22 4.03 Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The Agency and Developer are deemed the beneficiaries of the terms and. provisions of this. Agreement and of the covenants running with the land, for.and in their own rights and for the purposes of protecting the interests of the community and other parties,.public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency and Developer, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the.Site or in the Project.Area. The Agency and Developer shall each have the right, if the 'Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled, including but not limited to injunction and/or specific performance. 4.04 Maintenance of the Site 1. During the period of the Developer's ownership of the Site or any portion thereof, the Developer shall maintain the improvements which it owns on the Site in conformity with the Huntington Beach Municipal. Code and (as modified by any specific use. permits obtained pursuant to the terms of this Agreement) and shall keep the Site free from any accumulation of debris or waste materials. During such period and following installation of same, the Developer shall also maintain the.landscaping required to be planted.on the Site and adjacent to the Site under the Scope of Development (Attachment No. 5) in a healthy condition:' If, at any time, Developer fails to maintain the Site or any portion thereof, and said condition is not corrected as soon as reasonably possible after written notice from the Agency, either the. Agency or the City may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance. 2. Issuance of a Certificate of Completion by the Agency shall not affect Developer's obligations under this Section 4.04. Such obligations shall remain in effect until the time Developer conveys ownership of the Site, the maintenance responsibility shall run with the land and the Developer shall have no further obligations under this Section 4.04; and further provided, that at the time Developer sells a particular dwelling unit, the maintenance responsibility with respect to such unit shall run with the land and Developer shall have no further obligations pursuant to this Section 4.04 with respect to such unit. 4.05 Best Efforts to Sell Affordable Unit The Developer agrees to exercise best efforts consistent. with prudent business practices to sell the Affordable Unit developed on the Site..as soon as practical following the date of the issuance of the Certificate of Completion (Attachment No. 7) for the Improvements. The Developer agrees that the Affordable Unit shall not be leased or rented by the Developer or any party related to the. Developer unless prior written approval is obtained agree/DDA/Delaware Habitat DDA 23 from the Agency. . Interim rental to a proposed purchaser during the performance of the . purchaser's ' sweat equity"obligation with Developer shall be allowed. SECTION 5: DEFAULTS AND REMEDIES 5.01 Defaults -- General Subject to the extensions of time set forth in Section 6.03, failure or delay by either party to perform any material term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default shall first be required to give not less than fifteen (15) days prior written notice of default to the other party, specifying the default complained of and the actions required to correct such default. The claimant shall not institute proceedings against the other party if the other party, within thirty (30) days from receipt of such notice, immediately and with due diligence commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy as soon as reasonably practicable thereafter. 5.02 Institution of Legal Actions In addition to any other rights or remedies and subject to the restrictions in Section 5.01, either party shall submit any and all disputes seeking specific performance of the terms.of this Agreement, or to cure,correct or remedy any default, to recover damages for any default, or to obtain any other legal or equitable remedy consistent with the purpose of this Agreement, only to a retired Judge of the Superior Court in and for the State of California (hereinafter"Superior 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 (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. agree/DDA/Delaware Habitat DDA 24 (c)- Each party shall bear its own attorney's fees and costs regarding any legal action instituted under this Agreement. . The prevailing party shall not be entitled to recover its.attorney's fees and costs. A judge may make any order he/she.feels appropriate regarding which party or parties should pay for the fees and costs of the judge. _(d) The rights of judicial review.granted under this Paragraph are the only rights of judicial review that are available. to the parties hereto. They are exclusive of all other rights of relief which might otherwise be held by them. It is their intention that all of the disputes arising out of, or related to, their execution of this Agreement, or the rights or responsibilities granted or imposed by this Agreement, be resolved exclusively in the manner provided for in this Paragraph and its subparts. Consistent with this intention, the parties, by executing this Agreement, specifically acknowledge that the decisions and orders of the. Judge are nonappealable and either party shall have the nonreviewable, and, therefore, they are waiving their right to seek relief in the State or Federal. Courts, except including for the purpose of securing and confirming the authority of the Judge provided for herein,.and to enforce his/her decisions and orders by confirmation pursuant to the California. Code of Civil Procedure Section 1280 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 incurred by the other party in responding to said action, regardless of its outcome. 5.03. Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement.. 5.04 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 agree/DDA/Delaware Habitat DDA 25 Agency shall be deemed to effect service on the Developer(and all of its constituent members)to the greatest extent permitted by law. 5.05 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. 5.06 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. 5.07 Remedies and Rights of Termination Prior to Conveyance: Damages Prior to the Conveyance of the Agency Parcel, if either party defaults with regard to any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default.upon the defaulting party. If the default is not cured within the time as set forth in Section 5.01, the defaulting party shall be liable to the other party for any damages caused by such default, except as provided in Section.5.12 herein. 5.8 Specific Performance Prior to the Conveyance of the Agency Parcel, if either party defaults under any of the provisions of this Agreement, the non-defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within the time set forth in Section 5.01, the non-defaulting party at its option may thereafter(but not before) seek specific performance of terms of this Agreement in accordance with Section 5.02 herein. 5.9 Termination by the Developer Prior to the Conveyance A. In the event that prior to the Conveyance of the Agency Parcel the Developer..is not in default of the Agreement and: (a) any of the Conditions Precedent to Developer's Obligation to Acquire the Agency Parcel, as described in Section 2.13(B) of this Agreement, have not been timely satisfied (or waived by the Developer in its sole and absolute discretion); or agree/DDA/Delaware Habitat DDA 26 (b) The Environmental Consultant determines; ,that the Remediation Cost exceeds Eighteen. Thousand 'Three Hundred Sixty Dollars ($18,360) and neither party has agreed to pay the additional Remediation Cost in excess of Eighteen Thousand Three Hundred Sixty Dollars, ($18,360);.or. (c) The Agency is in default of this Agreement and has not cured or commenced to cure such default.within Ahe time period set forth in Section 5.01 hereof; then, subject to the applicable cure provisions contained in Section 5.01 herein, at the option of the Developer, thirty (30) days after written notice thereof is delivered to the Agency,.. all provisions of this Agreement with respect to the Agency Parcel (and the Site) shall terminate and be of no further force and effect; thereafter, neither the Agency nor.the Developer shall have.any further rights against or liability to the other with respect to the Agency:Parcel (or the Site)under this Agreement; provided, however, that such a termination shall not deprive the Developer of its damages remedy pursuant to Section 5.09 hereof. . 5.10 Termination b the Agency Prior to the Conveyance A. In the event that prior to the Conveyance of the.Agency Parcel the Agency is not in default of this Agreement and: (a) any of the Conditions Precedent to Agency's Obligation to . Convey the Agency Parcel, as described in.Section 2.13(A) 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 Eighteen Thousand Three Hundred Sixty Dollars ($18,360) and neither party has agreed to pay the additional Remediation Cost in excess of ..Eighteen Thousand Three Hundred Dollars ($1.8,360), 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 2.16, within the time set forth in the Schedule of Performance (Attachment No. 3); or agreeMDAMelaware Habitat DDA 27 (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 5.01 hereof; then, subject to the applicable cure provisions of Section 5.01 herein, at the option of the Agency, . thirty.(30) days after written notice thereof is delivered to the Developer, all provisions of this Agreement with respect to the Agency Parcel (and the.Site).shall terminate and be of no further force or effect, and thereafter neither party shall have any further rights against the other with respect to the Agency Parcel under this Agreement; provided, however, that such a termination shall not deprive the Agency of its damages remedy.pursuant to Section 5.07 hereof. 5.11 Remedies of the Parties for Default After the Conveyance: Termination and Damages . After. the Conveyance of the Agency Parcel, if the Developer or the Agency defaults with regard to any of the provisions of this Agreement, the nondefaulting party shall serve written notice_ of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within the time required by Section 5.01 hereof, the defaulting party shall be liable to the other party for any damages caused by such default. 5.12 Action for Specific Performance After.the Conveyance of the Agency Parcel, if either the Developer or the Agency defaults under. any of the provisions of this Agreement the nondefaulting party shall serve written notice of such default upon the defaulting party.. If the default is not. cured or commenced to be cured within.the time required by Section 5.01 hereof, the nondefaulting party at its option may institute an action for specific performance of the terms of this Agreement. SECTION 6: GENERAL PROVISIONS 6.01 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 first class mail, postage prepaid, return receipt requested, to the principal offices of the.Agency .and the Developer at.the addresses specified in Sections 1.04 and 1.05, respectively. Such written notices; demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 6.01. 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. agree/DDA/Delaware Habitat DDA 28. 6.02 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. 6.03 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; unusually severe weather; acts or omissions of the other party; acts or failures to act of the City of Huntington Beach or any other public or governmental agency or entity (other than the acts .of the Agency which shall not excuse performance by the Agency); or any other causes.beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement; an extension of time.for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by.the. party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. Notwithstanding the foregoing portion of this Section 6.03, the Developer is not entitled pursuant"to this Section 6.03 to.an extension of time to perform because of past, present, or future difficulty in obtaining suitable temporary or permanent financing for .the development of the Site or, after any environmental remediation performed pursuant to Section 2.11 is completed, because of the physical condition.or suitability of the Site.or the Site for the purposes of this Agreement. 6.04 Non-Liability of Officials and Employees of the Agency No member, official or employee of the Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developer or its successors, or on any .obligations under the terms of this Agreement. No member, official or employee volunteer of the Developer shall be personally liable to the Agency, or any successor in interest, in the event of any default or breach by the Developer or for.any amount which may become due to the Agency or its successors, or on any obligations under the terms of this Agreement. agree/DDA/Delaware Habitat DDA 29 6.05 Entire Agreement,Waivers,Amendments This Agreement includes pages 1 through 31 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: 6.06 Memorandum of Agreement Concurrently with the closing of the Agency Parcel Escrow, the parties hereto shall execute and cause a Memorandum of Agreement attached. hereto as Attachment No. 6 and incorporated herein to be recorded as an encumbrance upon the Site in the official. records of Orange County, California. The Agency shall cooperate with the Developer in causing such memorandum to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrance for value from the restrictions of the memorandum at the expiration of the Affordability Period (as set forth in Section 4.01(2) hereof) or as otherwise consistent with the purposes of this Agreement: 6.07 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. agree/DDA/Delaware Habitat DDA 30 IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement by and through their authorized officers on HABITAT FOR HUMANITY OF ORANGE REDEVELOPMENT AGENCY OF THE COUNTY, INC. a California non-profit public CITY OF HUNTINGTON BEACH, public benefit corporation body corporate and politic By: print name Chairman ITS: (circle one)Chairman/President/Vice President AND By. Agency Clerk print name APPROVED AS TO FORM: ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer Agency General Counsel Q� REVIEWED AND APPROVED: Dy INITIATED AND APPROVED: Executive Director Deputy Executive Director agree/DDA/Delaware Habitat DDA 31 11 � MEN N f. 3 t g t t L � t i l F + k sa„ ��,... '. Y Z.C.✓� � :. Egg � 1}:�%?' s ✓..o.`--.�`:;a` — ���LLr �`�- sue.. �-�.:t T�� r{j S} P I a 1 y-1 ATTACHMENT NO. 2 LEGAL DESCRIPTION 2502 DELAWARE STREET Real property in the City of.Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505)OF "EAST SIDE VILLA TRACT', AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND.OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR.UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF,AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE Performance Date 1. Document Execution a. Habitat delivers executed DDA to Agency. Prior to public hearing on DDA b. Agency authorizes and executes DDA Within 5 days following public hearing on DDA 2. Opening of Disposition Escrow a. Agency and Habitat open Disposition Escrow to Within 90 days following public hearing on DDA convey Agency Parcel to Habitat 3. Development Approvals a. Habitat submits Design Concept Drawings and Within 15 days following public hearing on DDA related documents to Planning Commission for approval. b. Planning Commission approves Design Concept Within 60 days after submission Drawings and related documents c. Habitat submits Construction Drawings and Prior to close of Escrow related documents to Agency for approval d. Agency approves Construction Drawings and Within 30 days following submission related documents 4. Financing a. Habitat shall provide Agency with construction Prior to close of Escrow financing plan b. Habitat secures Agency approval of financing Within 30 days following submission plan 5. Building Permits;Planning Entitlements a. Habitat secures all planning entitlements and Prior to close of Escrow permits required 6. Close of Disposition Escrow a. Agency and Habitat close Disposition Escrow Upon completion of Items 1 through 6 hereinabove conveying title of Agency Parcel to Habitat and the completion of all actions to be taken by Habitat and Agency under Article 300 of the DDA to cause the close of Escrow. 7. Construction of Improvements a. Habitat commences construction of Improvements Within 30 days following receipt of planning entitlements and building permits. b. Habitat completes construction of Improvements Within 18 months following close of Disposition Escrow. c. Agency issues a Certificate of Completion for Within 30 days following completion of Improvements construction. 8. Covenant a. Habitat records Declaration of Covenants and Prior to close of Homebuyer's Escrow. Restrictions on Resale for each home in the Office of the Orange County Recorder in accordance with Section 504 of the DDA agree/DDA/attachment 3 schedule A 1 ATTACHMENT NO. 4 GRANT DEED 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 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: , 200 GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Main-Pier Redevelopment Project,herein called "Project",under the Community Redevelopment Law of California,hereby grants to HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation,herein called"Grantee",the real property hereinafter referred to as the "Property", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements,restrictions and covenants of record described there. 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into,through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or agree/DDA/grant deed 1 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. 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. 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), the DDA and this Grant Deed,whichever document is more restrictive. 4. The Property is conveyed to Grantee at a purchase price, herein called "Purchase Price", determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and 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 (referred to in the DDA as the "Site") for residential housing uses, as set forth in the DDA. (b) Grantee shall make available the residential unit to be developed on the Site to"Very Low Income Households", as set forth in the DDA and the attachments thereto. (c) For the period of time set forth in the DDA, Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code and shall keep the Property free from any accumulation of debris or waste materials. During such period of time, Grantee shall also maintain the required landscaping in a health condition. If, at any time during the period that this maintenance covenant is in effect, Grantee fails to maintain said landscaping, and said condition is not corrected after expiration of fifteen (15) days from the date of written notice from the Grantor, either the Grantor or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. (d) Prior to Grantor's issuance of a Certificate of Completion for the project to be developed on the Site pursuant to the DDA, Grantee shall not sell, transfer, subdivide, or convey all or any portion of its interest in the Site without the prior approval of the Grantor except as permitted in the DDA. 5. 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, religion, sex, martial status, ancestry, agree(DDA/grant deed 2 national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, use, occupancy, or enjoyment of the Property hereby conveyed or any part thereof,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 in the Property. The foregoing covenants shall run with the land. 6. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 4(d) of this Grant Deed and the DDA; 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. 7. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee's obligation to develop the Improvements on the Property and the Site as described in the DDA and Paragraphs 2 and 4(a) hereof, and the covenants and restrictions set forth in Paragraph 4(d) hereof, shall terminate and shall become null and void upon recordation of a Certificate of Completion pursuant to the DDA. The covenants and restrictions in Paragraph 4(b) of this Grant Deed relating to Grantee's obligation to make the residential unit available to Moderate Income Households shall terminate and become null and void at the end of the "Affordability Period" as defined in the DDA. The covenants contained in Paragraph 4(c) shall continue in effect during the time period specified in the DDA. Every covenant contained in this Grant Deed against discrimination contained in paragraph 5 of this Grant Deed shall remain in effect in perpetuity. After the expiration of any of the aforesaid covenants and restrictions; as provided herein, Grantor agrees to cooperate with Grantee in causing such covenants to be removed as an encumbrance upon the Site and releasing any purchaser and encumbrance for value from such restrictions, as otherwise consistent with the purposes of this Agreement. 8. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 9. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee and.the successors and assigns of Grantee in and to all or any part of the fee title 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, mortgages, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property agree/DDA/grant deed 3 within or outside the Project Area, or any person or entity having any interest in any other such reality. 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. 10. Grantee agrees for itself, and its successors and assigns, and every successor to Grantee's interest in the Property, or any part thereof that for thirty (30) years from the date a certificate of occupancy is granted for the Property (the"Expiration Date"): (a) The Property shall only be owned and occupied by Grantee or persons or families of "Very Low Income." "Very Low Income" shall mean persons or families earning Fifty Percent (50%) or less of Orange County median income, adjusted for appropriate family size. (b) The Property shall be kept available at Affordable Housing Cost (as defined below) to the Grantee or other persons or families of very low income. Affordable Housing Cost shall mean, as to each person or family of very low income, that purchase price which would result in monthly housing payments which do not exceed 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 percent (30%) of Fifty Percent (50%) of the Orange County monthly median income for those persons and families of very low income, as determined by the United States Department of Housing and Urban Development, or established by the State of California pursuant to Health & Safety Code Section 50043 or successor statute. (c) The covenant contained in this Section 10 shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. 11. No transfer of the Property shall occur until the Agency determines (a) that the proposed purchaser intends to occupy the Property as the proposed purchaser's principal residence, (b) that the proposed purchaser is a person or family of very low income, (c) that the proposed transfer occurs at an Affordable Housing Cost. The Agency shall not be obligated to approve a transfer until and unless the proposed purchaser has submitted to the Agency such information and completed such forms as the Agency shall request to certify the proposed purchaser's intent with respect to its residency of the Property and its gross income, and the proposed purchaser has submitted an affidavit disclosing and certifying the amount of the proposed purchase price. Prior to conveyance of the Property, each approved purchaser shall submit to the Agency an executed disclosure statement which certifies that the purchaser is aware that the purchaser buying may only sell the unit at an Affordable Housing Cost to a very low income person or family, that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. agree/DDA/grant deed 4 Grantee shall cooperate with the Agency in providing such forms to proposed purchasers and in assisting proposed purchasers to prepare such forms and to provide any required information to the Agency in connection with the Grantee's original sale of the Affordable Unit, provided that the Grantee shall not be obligated to incur any out-of-pocket costs in connection therewith, other than employee time dedicated to providing such assistance. THE GRANTEE AND EACH SUCCESSOR,HEIR OR ASSIGN OF GRANTEE UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT CANNOT BE ACCURATELY PREDICTED, AND THAT 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 CONVENANTOR 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. Grantee Initials The covenant contained in this Section I shall run with the land and shall automatically terminate and be of no further force or effect upon the Expiration Date. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, 200_ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, public body corporate and politic Chairman Agency Clerk agree/DDAfgrant deed 5 APPROVED AS TO FORM: Agency General Counsel CY.�- S INITIATED AND APPROVED: Deputy Executive Director The undersigned Grantee accepts title subject to the covenants hereinabove set forth. HABITAT FOR HUMANITY OF ORANGE COUNTY,INC. a California nonprofit public benefit corporation By President By Secretary agree/DDA/grant deed 6 EXHIBIT A.TO.GRANT DEED LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE (2505)OF 'EAST SIDE VILLA TRACT",AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR,UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF,AS RESERVED BY 3ESSICA B.COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 ATTACHMENT NO. 5 SCOPE OF DEVELOPMENT I. Improvements The Improvements shall consist of the construction of one (1) single family residential unit within the City of Huntington Beach ("City") by volunteers and contractors for sale to Very Low Income owner occupants, including the construction of a garage, landscaping, and related on-site improvements. The Improvements shall be constructed in accordance with the Construction Drawings to be approved by Agency, planning entitlements and building permits required and approved by the City and any other governmental agencies having jurisdiction over the Improvements. The Improvements are to be constructed in a workmanlike fashion, using first class materials, and completed in a lien free manner. II. Changes in Development Plans If Developer desires to make any changes in any approved plans which would require City and/or Agency approval, Developer shall submit the proposed changes to the City and/or Agency for approval. Said changes shall be approved or disapproved, in writing, by the City and/or within thirty (30)days of submission by Developer. III. Compliance with Municipal, Federal, State and County Code Standards and Redevelopment Plan The Developer's Improvements shall conform to all applicable Municipal, Federal, State and County Code Standards and the requirements of the Redevelopment Plan. agree/DDA/scope of develop ATTACHMENT NO. 6 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 , 20 , is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ("Agency") and HABITAT FOR HUMANITY OF ORANGE COUNTY,INC., a California nonprofit public benefit corporation ("Developer"). 1. Disposition and Development Agreement. Agency and Developer have executed a Disposition and Development Agreement ("DDA") dated for identification purposes as of , 20_, 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 for the construction by the Developer of a certain number of dwelling units to be sold at an affordable housing cost to persons of very low income. All of the terms, conditions, provisions and covenants of the DDA are incorporated in this Memorandum by reference as though written out at length herein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or document. 2. 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. 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 the residential unit developed on the Site or upon any incorporated or unincorporated association formed to own, manage, operate or agree/DDA/memorandum of DDA 1 maintain such units or the common areas within the Site, if any, and nothing in this memorandum shall be so construed. IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement by and through their authorized officers on ,200 The parties have executed this Memorandum on the dates specified immediately adjacent to their respective signatures. HABITAT FOR HUMANITY OF ORANGE REDEVELOPMENT AGENCY OF THE COUNTY, INC. a California non-profit public CITY OF HUNTINGTON BEACH, public benefit corporation body corporate and politic By: print name Chairman ITS: (circle one)Chairman/PresidentNice President Dated: AND Agency Clerk By: APPROVED AS TO FORM: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer Agency General Counsel Dated: INITIATED AND APPROVED: REVIEWED AND APPROVED: Deputy Executive Director Executive Director agrm/DDA/memorandum of DDA 2 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505) OF "EAST SIDE VILLA TRACT", AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR.UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF,AS RESERVED BY 1ESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 ATTACHMENT NO. 7 CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT 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: 520 CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT A. On or about 20 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 HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (the "Developer"), which Agreement provides, inter alia, for the disposition and the development of certain real property (the "Site") situated in the City of Huntington Beach, California, and more particularly described on Exhibit"A"attached hereto and made a part hereof by this reference. B. As required in the Agreement and as referenced in the Grant Deed recorded on 200__, as Instrument No. in Book , Page of the Official Records of Orange County, California, and the Memorandum of Agreement recorded on , 200_, 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. 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. agree/DDA/cert of completion 1 2. The conditions and all rights and obligations under the Agreement as pertains to the Improvements are terminated, except as set forth or referenced in the Grant Deed and Memorandum of Agreement referred to in Recital B herein. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed or the Memorandum of Agreement. 4. After recordation of this Certificate of Completion, any person or entity then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Improvements will not (because of such ownership, purchase, lease, or acquisition) incur any obligation or liability under the Agreement, the Grant Deed or the Memorandum of Agreement, except that such party shall be bound by any and all of the covenants,conditions,and restrictions which survive such recordation. 5. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Property,nor any part thereof. This Certificate of Completion is not notice of completion as referred to in Section 3093 of the California Civil Code. 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 200 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Its: APPROVED AS TO FORM: Agency Clerk Agency Counsel AfIAN Developer hereby consents to the recording of this Certificate of Completion. HABITAT FOR HUMANITY OF ORANGE COUNTY,INC.,a California nonprofit public benefit corporation By: Its: By: Its: agree/DDA/cert of completion 2 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE(2505)OF "EAST SIDE VILLA TRACT", AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR UNDER THE LAND,.BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF,AS RESERVED BY JESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40 ATTACHMENT NO. 8 SCHEDULE OF FEES Public Works Sewer City $189 1.3% County $2,567 17.8% Water Connection Fee $87 0.6% Construction $79 0.5% Drainage Fee $601 4.2% Traffic Impact $901 6.3% Park&Rec Fees $2,630 18.3% LibrM Fees $175 1.2% School Fees $2,004 13.9% Planning Fees CUP Filing Fee $865 6.0% Tent Parcel Map Filing Fee $213 1.5% Special Permit Filing Fee $98 0.7% Final Parcel Map $55 0.4% CC&R Review Fee $146 1.0% Address Assignment $46 0.3% Landscape Plan Check Fee $40 0.3% Landscape Inspection Fee $175 1.2% Inspection Fees $91 0.6% Map Plan Check Fee $175 1.2% Public Impr Plan Check $40 0.3% Public Impr Inspection $437 3.0% Tract Plan Check $175 1.2% Grading Plan Check $304 2.1% Grading Inspection $377 2.6% Water Conn Inspection $218 1.5% Encroachment Permit $449 3.1% Obstruction Permit $18 0.1% Building Plan Check/Perm/Ins $808 5.6% Mech/Elec/Plumbing $437 3.0% Total $14,400 100.0% ATTACHMENT NO. 9 DECLARATION OF COVENANTS, CONDITIONS AND RSTRICTIONS DECLARATION OF COVENANTS AND RESTRICTIONS ON RESALE 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 HABITAT FOR HUMANITY OF ORANGE COUNTY, INC., a California nonprofit public benefit corporation (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. RECITALS A. Covenantor and the Agency have entered into a certain Disposition and Development Agreement dated , 200_ (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 "Site" and referred to herein as the "Properly") 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: I. Affordabili1y 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 sixty (60)years from the date Property is last sold or transferred to any subsequent purchaser or transferee(the"Expiration Date"): (a) The Property shall only be owned and occupied by Covenantor or persons or families of"Very Low Income." "Very Low Income"shall mean persons or families earning Fifty Percent(50%)or Iess of Orange County median income,adjusted for appropriate household size. (b) The Property shall be kept available at Affordable Housing Cost(as defined below)to the Covenantor or other persons or families of very low income. Affordable Housing Cost shall mean, as to each person or family of very low income,that purchase price which would result in monthly housing payments which do not exceed an amount under any currently prevailing conventional home mortgage lending rates agree/DDA/decl covenants&restrictions 1 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 Percent (30%) of Fifty Percent (50%) of the Orange County monthly median income for those persons and families of very low income, as determined by the United States Department of Housing and Urban Development, or established by the State of California, pursuant to Health & Safety Code Section 50093 or a successor statute. (c) The covenant contained in this Section I shall run with the land. The Expiration Date for the covenant contained in this Section I shall be sixty (60) years from the date the Property is last sold or transferred. 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 Very Low income, (c)that the proposed transfer occurs at an Affordable Housing Cost. The property shall be owner-occupied at all times and cannot be leased or rented. 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 Very Low Income person or family,that the maximum permitted sales price may be less than fair market value and that the unit must be owner-occupied at all times and cannot be rented or leased. Covenantor shall cooperate with the 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. The Expiration Date for the covenant contained in this Section 2 shall be sixty (60) years from the date the Property is last sold or transferred. 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, ancestry, agree/DDA/decl covenants&restrictions 2 national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Covenantor itself or any person claiming under or through it,establish or permit any such practice or practices of discrimination or segregation. (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, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability in the sale, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed. The foregoing covenants shall run with the land." (b) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account race, color, religion, sex, marital status, ancestry, national origin, sexual orientation, creed, ethnic origin, age, family status, handicap, or disability 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 the premises." Nothing in this Section 3 shall be construed to authorize the rental or lease of the Property; the Property shall be owner occupied at all times and cannot be leased or rented. The covenants in this paragraph 3 shall run with the land in perpetuity. 4. Covenants Do Not Impair Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 5. Covenants for Benefit of 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 action at law or suits in equity or other proper legal proceedings to enforce and to cure such breach to which it or any other beneficiaries of these covenants may be entitled during the term specified for such covenants, except the covenants against discrimination which may be enforced at law or in equity at any time in perpetuity. agree/DDA/decl covenants&restrictions 3 IN WITNESS WHEREOF, the Agency and the Developer have executed this Agreement by and through their authorized officers on 200^ COVENANTOR: COVENANTEE: HABITAT FOR HUMANITY OF ORANGE REDEVELOPMENT AGENCY OF THE CITY COUNTY, INC. a California non-profit public OF HUNTINGTON BEACH, public body benefit corporation corporate and politic By: print name Chairman ITS: (circle one) Chairman/President/Vice President AND Agency Clerk By: APPROVED AS TO FORM: print name ITS: (circle one) Secretary/Chief FinancialN JAgency General Counsel Officer/Asst. Secretary-Treasurer INITIATED AND APPROVED: REVIEWED AND APPROVED: Deputy Executive Director Executive Director agree/DDA/decl covenants&restrictions 4 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 2502 DELAWARE STREET Real property in the City of Huntington Beach, County of Orange, State of California,described as follows: THE SOUTH 50 FEET OF THE WEST ONE-HALF OF LOT TWENTY-FIVE HUNDRED FIVE (2505)OF "EAST SIDE VILLA TRACT",AS SHOWN ON A MAP RECORDED IN BOOK 4, PAGE 65 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM AN UNDIVIDED 47/112THS INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN OR UNDER THE LAND, BUT WITHOUT THE RIGHT TO USE THE SURFACE OF THE LAND IN CONNECTION WITH THE DEVELOPMENT THEREOF,AS RESERVED BY 3ESSICA B. COFFIN IN THE DEED RECORDED OCTOBER 23, 1953 IN BOOK 2600, PAGE 254 OF OFFICIAL RECORDS. APN: 025-111-40