HomeMy WebLinkAboutS.G.V. Property Fund LLC - 2022-05-03 2000 Main Street,
Huntington Beach, CA
_ City of Huntington Beach IPR6Va 7 o
Y
File #: 22-369 MEETING DATE: 5/3/2022
REQUEST FOR CITY COUNCIL / HOUSING AUTHORITY ACTION
SUBMITTED TO: Honorable Mayor / Board Members
SUBMITTED BY: Sean Joyce, Interim City Manager/ Interim Executive Director
VIA: Ursula Luna-Reynosa, Director of Community Development
PREPARED BY: Charles G. Kovac, Housing Manager
Subject:
Approve and authorize execution of a Density Bonus and Affordable Housing Agreement with
S.G.V. Property Fund LLC for the 18-unit townhome project located at 17532 Cameron Lane
Statement of Issue:
It is recommended that the City Council approve a Density Bonus and Affordable Housing Agreement
("Agreement") between the City of Huntington Beach ("City") and S.G.V. Property Fund ("Developer")
to facilitate the development of a 0.91 acre site located at 17532 Cameron Lane ("Project"). The
Project consists of 18 townhomes, of which, this Agreement will restrict 2 units for moderate income
households for 45 years.
Financial Impact:
Not applicable.
City Council and Housing Authority Recommended Action:
A) Approve the "Density Bonus and Affordable Housing Agreement for 17532 Cameron Lane,
Huntington Beach, by and between the City of Huntington Beach, a California Municipal Corporation
and S.G.V. Property Fund LLC, a Limited Liability Corporation," for the development an 18-unit
townhome project; and,
B) Authorize the City Manager or their designee to implement and execute the Density Bonus and
Affordable Housing Agreement for the Project, including all necessary related documents; and
C) Authorize the Executive Director or their designee to execute all necessary implementing
agreements and related documents.
Alternative Action(s):
Do not approve and direct staff accordingly.
City of Huntington Beach Page 1 of 3 Printed on 4/27/2022
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File #: 22-369 MEETING DATE: 5/3/2022
Analysis:
On October 12, 2021, the Developer received approval from the Planning Commission for Tentative
Tract Map No. 19154 and CUP No. 21-006 to develop an 18-unit townhome project at 17532
Cameron Lane. The 0.91 acre Project site is vacant and is located on the east side of Cameron
Lane, south of Slater Avenue. The Project layout consists of four detached buildings with 18
residential dwelling units including: 1) one building with six units; 2) one building with five units; 3)
one building with 4 units; and 4) one building with three units. Of these, eight are two-bedroom units
with attached two-car garages and 10 are three-bedroom units with attached two-car garages.
Access to the site includes one ingress/egress driveway on Cameron Lane. The property is required
to provide a 10-ft. right-of-way dedication for pedestrian access and public utilities along the Cameron
Lane frontage. New curbs, gutters, and sidewalks will be installed along the Project's Cameron Lane
frontage.
Pursuant to California Government Code Section 65915 (the "State Density Bonus Law"), as
implemented under Huntington Beach Zoning and Subdivision Ordinance, Chapter 230.14
("Ordinance"), developers of housing projects that include specified levels of affordable housing are
entitled to apply for and receive certain density bonuses and additional incentives or concessions in
order to facilitate the economic feasibility of those projects. The Developer is not proposing an
increase in the number of units allowed per the State Density Bonus Law and will meet the
affordability requirements as outlined in the Ordinance. In exchange for making at least 10 percent of
the 18 total units affordable to moderate income households per the Ordinance, the State Density
Bonus Law provides that the developer may receive up to one incentive or concession.
Pursuant to Government Code Section 65915(e), the Developer is requesting waiver of the City's
parking standards and instead implement the parking ratio allowed under State Density Bonus Law.
To receive this waiver, the Developer must ensure that no less than 10 percent or 2 of the 18 units
remain affordable to moderate income households for 45 years. The proposed Agreement
memorializes this requirement; covenants implementing the Agreement will be recorded on the
property title ensuring that two units will be owned and occupied by moderate income households, as
defined in Health and Safety Code Section 50093, for 45 years. The Owner will build the Project in a
single phase and sell individual units to eligible homebuyers. The maximum moderate income sales
prices for both units will be set in accordance with the Agreement.
The proposed Agreement is consistent with the Ordinance, was prepared by the City Attorney's
Office, and is included as Attachment 1.
Environmental Status:
Not applicable. As part of the entitlement process and approval by the Planning Commission, the
Project has complied with California Environmental Quality Act (CEQA) provisions and is exempt
pursuant to CEQA Section 15195, Residential Infill Exemption.
Strategic Plan Goal:
Economic Development & Housing
Attachment(s):
1. Density Bonus and Affordable Housing Agreement between the City of Huntington Beach and
S.G.V. Property Fund
City of Huntington Beach Page 2 of 3 Printed on 4/27/2022
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File #: 22-369 MEETING DATE: 5/3/2022
City of Huntington Beach Page 3 of 3 Printed on 4/27/2022
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Recorded in Official Records, Orange County
Hugh Nguyen,Clerk-Recorder
III, IIII II lIl III 01 IIIi li II II II ft •°°
CHICAGO TITLE COMPANY * $ R 0 0 1 3 a s 4 4 0 7 $ *
COMMERCIAL DIVISION 2022000250751 2:13 pm 07118122
7 Re cS4A G02 6 04
RECORDING REQUESTED BY 3135.00 3135.00 0.00 0.00 15.00 0.00 0.000.000.00 0.00
AND WHEN RECORDED MAIL TO:
Shea Homes Limited Partnership
2 Ada, Suite 200
Irvine, CA 92618
Attn: John Danvers
(Above Space For Recorder's Use Only)
GRANT DEED f(p -/
THE UNDERSIGNED GRANTOR(S) DECLARE(s):
DOCUMENTARY TRANSFER TAX is: $.61210,co CITY TRANSFER TAX IS $
[)(] computed on full value of property conveyed,or
[ ] computed on full value less value of liens or encumbrances remaining at time of sale.
[ ] Unincorporated area of [X] City of Huntington Beach, CA
FOR VALUABLE CONSIDERATION,receipt of which is hereby acknowledged, S.G.V.
Property Fund, LLC, a California limited liability company, hereby GRANTS to Shea Homes
Limited Partnership, a California limited partnership, that certain real property which is more
particularly described on Exhibit"A"which is attached hereto.
Subject to:
1. Nondelinquent taxes and assessments; and
2. The permitted exceptions listed on Exhibit"B"which is attached hereto.
Dated: July 1 11 , 2022 S.G.V.PROPERTY FUND,LLC,
a California limited liability company
By:
Geo , anager
Executed in counterpart
By:
Jasen Grohs,Manager 0
Exempt from fee per GC 27388,1 (a)(2); By:
recorded in connection wtih a transferJos ro s,M ager •
subject to the imposition of documentary
transfer tax
s/2/22hdfrrvii ar>x. 4} K hLe 7$ V4 I
- , i - ✓I) J' 4nseti
CHICAGO TITLE COMPANY
COMMERCIAL DIVISION
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
•
Shea Homes Limited Partnership
2 Ada,Suite 200
Irvine,CA 92618
Attn: John Danvers
(Above Space For Recorder's Use Only)
GRANT DEED
THE UNDERSIGNED GRANTOR(S)DECLARE(s);
DOCUMENTARY TRANSFER TAX is:$, CITY TRANSFER TAX IS$
[IC] computed on full value of property conveyed,or
[ ] computed on full value less value of liens or encumbrances remaining at time of sale.
[ ] Unincorporated area of [X] City of Huntington Beach,CA
- 1
}
FOR VALUABLE CONSIDERATION,receipt of which is hereby acknowledged,S.G.V.
Property Fund, LLC, a California limited liability company, hereby GRANTS to Shea Homes
Limited Partnership, a California limited partnership, that certain real property which is more
particularly described on Exhibit"A"which is attached hereto.
Subject to:
1. Nondelinquent taxes and assessments;and
2. The permitted exceptions listed on Exhibit"B"which is attached hereto.
Dated: July 111 , 2022 S.G.V.PROPERTY FUND,LLC, 3.
a California limited liability company
41
By: iilrIt/ ,,i1 4.
Geo : ,-!" anager
•
By: s,Manager i.
Exempt from fee per GC 27388.1(a)(2); Jos ro ,M ager
•
recorded in connection with a transfer
subject to the imposition of documentary Executed in counterpart
transfer tax
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document
State of California )
County of Orange )
On July 14,2022,before me,Rose Tolentino Kottke,Notary Public,personally appeared George •
Voigt and Josh Grohs,who proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their
signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)
acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
ljP-4.1,ft0 AttILL---)
Signature 'r`
(Seal)
ROSE TO public.O KOTTKE
Notary Pupublic-Californ(a
Orange County F.
r Commission x 2326081
''L'°" My Comm.Expires Apr 5,2024
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached,and not the truthfulness,
accuracy,or validity of that document.
State of California A ,, I
County of 036 .1 1 riff�1 .--C)
Charlpn_e 0104 N9tW Pd itle
On 1JA`( I, fr 20ZZ— ,before me,
t,� sort name of notary)
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Notary Public,personally appeared n (c"O'r 1 ,
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the
person(s),or the entity upon behalf of which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WI SS my h d official seal.
•
Signature (Seal) •
• 9111111111111 IIIpIIUIIlII11I1p11111I111111111U11111111111111111pIpinlli111111111111111_L•
CHARLENE ORTIZ =
COMM.#2316366
Notary Public-California o
Orange County
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EXHIBIT"A"
REAL PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
HUNTINGTON BEACH, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,AND
IS DESCRIBED AS FOLLOWS:
LOT 1 OF TRACT NO. 19154 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 1000,PAGES 13
TO 16, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY,
CALIFORNIA.
•
•
•
•
1•
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EXHIBIT"B"
PERMITTED EXCEPTIONS
1. Property taxes, including any assessments collected with taxes to be levied for the fiscal
year 2022-2023,which are a lien not yet due or payable.
2. The lien of supplemental or escaped assessments of property taxes, if any,made pursuant
to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3,
Articles 3 and 4,respectively,of the Revenue and Taxation Code of the State of California
as a result of the transfer of title to the vestee named in Schedule A or as a result of changes
in ownership or new construction occurring on or after the Date of Policy. None due or
payable as of the Date of Policy.
3. Water rights,claims or title to water,whether or not disclosed by the public records.
4. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a
document:
Granted to: Southern California Edison Company, a corporation, it's successors and/or
assigns •
Purpose:Public utilities
Recording Date: October 31, 1951 •
Recording No: Book 2248,Page 351 of Official Records
Affects: said land more particularly described therein •
5. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or •
as offered for dedication,on the map of said Tract No. 19154;
Purpose: An Easement for Public Street and Public Utility purposes (Cameron Lane) •
Affects: as shown and delineated on the map of said Tract
Recording No:Book 1000 Pages 13 to 16,Inclusive of Miscellaneous Maps •
•
Purpose:An Easement over the private streets and sidewalks within said Tract for Police
and Fire Department access purposes.
Affects: as shown and delineated on the map of said tract
Recording No: Book 1000 Pages 13 to 16,Inclusive of Miscellaneous Maps
And
Purpose:An Easement for water quality infiltration basin area access and inspection •
•
purposes
Affects: as shown and delineated on the map of said tract
Recording No: Book 1000 Pages 13 to 16, Inclusive of Miscellaneous Maps
4
Switzer, Donna
From: Radding, Kim
Sent: Wednesday, May 10, 2023 8:13 AM
To: Switzer, Donna
Subject: FW: 17532 Cameron Lane
Attachments: Conformed_Grant_Deed_2022000250751.pdf
Good Morning Donna,
Regarding the Density Bonus and Affordable Housing Agreement for 17532 Cameron Lane... the attached Grant Deed
should serve as the City's notification of change in ownership from S.G.V. Property Fund LLC to Shea Homes Limited
Partnership
Kim Radding
Management Aide
714-536-5470
From: Kovac, Charles<charles.kovac@surfcity-hb.org>
Sent:Wednesday, May 10, 2023 8:09 AM
To: Radding, Kim<Kim.Radding@surfcity-hb.org>
Subject: 17532 Cameron Lane
Hi Kim,
Attached is the Grant Deed showing the transfer of ownership to Shea Homes ...
Charles
1
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
II lIIiI0lIIl 11111101 IO ft NO FEE
* $ R 0 0 1 4 3 4 2 6 9 0 $ *
RECORDED AT THE REQUEST OF AND 2023000107071 11:19 am 05/09123
WHEN RECORDED RETURN TO: 90 CR-SCO6 Al2 66
0.00 0.00 0.00 0.00195.00 0.00 0.000.000.00 0.00
City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach,CA 92648
(Space Above For Recorder's Use) •
This Density Bonus and Affordable Housing Agreement is
recorded at the request and for the benefit of the City of
Huntington Beach and is exempt from the payment of a
recording fee pursuant to Government Code Sections 6103
and 27383.
1
DENSITY BONUS AND AFFORDABLE
HOUSING AGREEMENT FOR
17532 CAMERON LANE,
l HUNTINGTON BEACH
BY AND BETWEEN
CITY OF HUNTINGTON BEACH,
a California Municipal Corporation
and
SHEA HOMES LIMITED PARTNERSHIP,
a California Limited Partnership
i
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3
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21-10670/279181
-1-
RECORDED AT THE REQUEST OF AND
WHEN RECORDED RETURN TO:
City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
(Space Above For Recorder's Use)
This Density Bonus and Affordable Housing Agreement is
recorded at the request and for the benefit of the City of
Huntington Beach and is exempt from the payment of a
recording fee pursuant to Government Code Sections 6103
and 27383.
DENSITY BONUS AND AFFORDABLE
HOUSING AGREEMENT FOR
17532 CAMERON LANE,
HUNTINGTON BEACH
BY AND BETWEEN
CITY OF HUNTINGTON BEACH,
a California Municipal Corporation
and
SHEA HOMES LIMITED PARTNERSHIP,
a California Limited Partnership
21-10670/279181
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DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
FOR.17532 CAMERON LANE, HUNTINGTON BEACH
This DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT ("Agreement") is
entered into as of the 7-t h day of Yla0I0023 ("Effective Date") by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation ("City"), and Shea Homes Limited
Partnership, a California limited partnership ("Owner"). City and Owner are hereinafter sometimes
referred to collectively as the "Parties" and individually as a"Party."
RECITALS
A. City is a municipal corporation and charter city organized and existing pursuant to the
Constitution and laws of the State of California.
B. Owner is the owner in fee of that certain real property located at 17532 Cameron
Lane, Huntington Beach, consisting of approximately 39,640 square foot (0.91 acres) lot (the
"Property"),which is more particularly described in the legal description attached hereto as Exhibit"A".
C. Owner has submitted to City plans to develop the Property as an eighteen (18) unit
townhome development, as more particularly depicted in the attached Exhibit "B" (the "Project").
Owner will build the Project in a single phase and sell individual units to individual homebuyers.
• D. Pursuant to California Government Code Section 65915 (the "State Density Bonus
Law"), as implemented under Huntington Beach Zoning and Subdivision Ordinance ("HBZSO"),
Chapter 230.14, developers of housing projects that include specified levels of affordable housing are
entitled to apply for and receive certain density bonuses and additional incentives in order to facilitate
the economic feasibility of those projects. Owner is not proposing an increase in the number of units
allowed per the State Density Bonus Law and will meet the affordability requirements as outlined in
HBZSO Chapter 230.14. In exchange for making at least ten percent (10%) of the 18 total units
affordable to Moderate Income Households per HBZSO Chapter 230.14, the State Density Bonus Law
provides that the developer may receive up to one"incentive or concession." (Gov't§ 65915(d)(2)(A).)
E. The City's Inclusionary Housing Ordinance as outlined in HBZSO Chapter 230.14
requires that ten percent (10%) of new housing within the Project be affordable to households
earning less than 120% of Orange County Median Income. In compliance with HBZSO Chapter
230.14 requirement, Owner agrees to provide as part of the eighteen(18) ownership units permitted
under the City development standards, two units to be affordable to Moderate Income Households,
consisting of two (2), three-bedroom units (the "Affordable Units").
F. Pursuant to Government Code Section 65915(e), Owner has applied for the waiver and
reduction of a development standard on the basis that they would physically preclude the construction
of the Project with the density bonus. Since the Project will be providing 10 percent of the total dwelling
units for Moderate Income Households,the Owner seeks relief in the form of an incentive and concession
from the City parking standards and is implementing the parking ratio under the State Density Bonus
Law regulations.
G. On October 12, 2021, the Planning Commission approved the application for Tentative
Tract Map No. 19154 and CUP No. 21-006. As approved, the Project includes the aforementioned
21-10670/279181
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incentive and concession. In order to take advantage of the incentive and cone es s i o n, Owner
must ensure,pursuant to the terms of this Agreement,that no less than ten percent(10%) of the eighteen
(18)units permitted under City development standards are affordable to Moderate Income Households.
Consequently, the Project shall include two (2) units that will be owned and occupied by Moderate
Income Households, as defined in Health and Safety Code Section 50093, consisting of two (2) three-
bedroom units:
H. This Agreement sets forth the terms and conditions for the implementation of the
Project's requirement to provide affordable housing units in exchange for receiving the density
bonus incentive and concession of a development standard as set forth herein.
I. The development of the Project on the Property pursuant to this Agreement, and the
fulfillment generally of this Agreement, are in the vital and best interests of City and the welfare
of its residents, and in accordance with the public purposes and provisions of applicable federal, state,
and local laws and requirements.
COVENANTS
NOW, THEREFORE, in consideration of the above Recitals, which are incorporated herein
by this reference, and of the mutual covenants hereinafter contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. DEFINITIONS AND EXHIBITS
1.1 Definitions. The following terms when used in this Agreement shall be defined
as follows:
1.1.1 "Adjusted For Family Size Appropriate To The Unit" means a
household of one person in the case of a studio unit, a household of two persons in the case of a one-
bedroom unit, a household of three persons in the case of a two-bedroom unit, a household of four
persons in the case of a three-bedroom unit, and a household of five persons in the case of a four-
bedroom unit.
1.1.2 "Affordable Housing Cost" for a Moderate Income Household means
that purchase price which would result in an annual Monthly Housing Cost which does not exceed
Thirty-Five Percent (35%) of One Hundred Ten Percent (110%) of the current Orange County
monthly median income for a household adjusted for family size appropriate to the Unit under Health
and Safety Code Section 50052.5(b)(4). Affordable Housing Cost shall be calculated pursuant to the
City Housing Regulations.
1.1.3 "Affordable Units" means the two (2) units, consisting of two (2) three-
bedroom Units that are designated pursuant to Section 3.2 to be sold to and occupied by Moderate
Income Households in the Project.
1.1.4 "Affordable Housing Covenant" means the Declaration of Conditions,
Covenants and Restrictions for Moderate Income Affordable Housing to be recorded against each
Affordable Unit in the form attached hereto as Exhibit "C."
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1.1.5 "City Housing Regulations"means the "Affordable Ownership Housing
Regulations-Homeowner Requirements`of the City of Huntington Beach," dated August 15, 2011, as
they exist now, and as they may be amended in the future.
1.1.6 "Condominium Map" means that certain final map for condominium
purposes for Tract No. 19154 that will create the Units within the Project.
1.1.7 "Effective Date" means the date the City Council of City approves this
Agreement,which date shall be inserted in the preamble to this Agreement.
1.1.8 "Household"means all persons residing in a Unit.
1.1.9 "Incentives and Concessions" means the incentives and concessions
identified in Recital F above.
1.1.10 "Market Rate Units" means the Units within the Project to be rented
or sold by Owner to a Household without restriction as to income levels, rental rate or sales price.
1.1.11 "Median Income" means the Orange County area median income,
adjusted for household size, as established by the United States Department of Housing and Urban
Development, and as published periodically by the California Department of Housing and Community
Development.
1.1.12 "Moderate Income Household"means a Household whose income does
not exceed the qualifying limits for moderate income households pursuant to Health and Safety Code
Section 50093,which is those Households whose income does not exceed one hundred twenty percent
(120%) of Median Income, adjusted for family size. The income level of a Household shall be
determined in accordance with the City Housing Regulations.
1.1.13 "Monthly Housing Cost"shall include all of the following associated with
the Affordable Unit: (i) principal and interest payments on a mortgage loan; (ii) property taxes and
assessments; (iii) the cost of fire and casualty insurance covering replacement value of property
improvements; (iv) homeowner's association fees; (v) reasonable Unit maintenance and repair costs;
and (vi) reasonable utility allowance, all as determined according to the City Housing Regulations. In
determining monthly housing payments, the City will assume principal and interest payments on a
conventional home mortgage after paying a ten percent(10%) down payment
1.1.14 "Qualified Purchaser"means a Household that complies with all income
verification requirements in this Agreement, and earns not more than one hundred twenty percent
(120%) of the Median Income, adjusted for family size, to be determined in accordance with the City
Housing Regulations.
1.1.15 "Unit" means a residential dwelling unit within the Project to be sold
by Owner pursuant to this Agreement.
1.2 Exhibits. The following documents are attached to, and by this reference
made a part of,this Agreement:
21-10670/279181
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Exhibit"A" — Legal Description
Exhibit"B"— Depiction of the Project
Exhibit"C"— Declaration of Conditions, Covenants and Restrictions for Moderate
Income Affordable Housing, with attachments
Exhibit"D"—Density Bonus and Affordable Housing Agreement Release Agreement
2. DEVELOPMENT OF THE PROPERTY
2.1 Project. Owner shall develop the Project as an eighteen (18)unit condominium
residential community in accordance with and subject to all applicable entitlements and permits. The
Project shall have sixteen(16)Market Rate Units, and two (2)Affordable Units. There shall be two (2)
three-bedroom Affordable Units. The average square footage of the Affordable Units shall be
approximately the same as the average square footage of the Market Rate Units of the same number of
bedrooms. The Affordable Units shall be constructed with the same exterior appearance and interior
features, fixtures, and amenities, and shall use the same type and quality of materials as the Market
Rate Units in the Project. The Affordable Units shall be dispersed throughout the Project. At its
discretion, Owner may increase the number of Affordable Units.
2.2 Authorized Waivers and Modifications, and Incentives and Concessions. In
accordance with the State Density Bonus Law and pursuant to the entitlements for the Project, City
authorized the Waivers and Modifications, and Incentives and Concessions described in the Recitals,
above.
2.3 Compliance with Laws. Owner at its sole cost and expense shall secure or cause
to be secured any and all permits that may be required by City or any other federal, state, or local
governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any
and all permits, Owner shall carry out and perform the development, and marketing of the Project in
conformity with all applicable federal, state, and local laws and regulations, and all conditions of
approval of Tentative Map No. 19154.
2.4 Mechanic's Liens; Indemnification. Owner shall take all actions reasonably
necessary to prevent and remove any mechanic's liens or other similar liens (including design
professional liens) against the Property or Project, or any part thereof, by reason of work, labor,
services, or materials supplied or claimed to have been supplied to Owner or anyone holding the
Property or Project, or any part thereof, through or under Owner, that arises from the original
construction of the Affordable Units. In the event any such mechanics lien or other similar lien is filed
against the Property or Project that arises from the original construction of the Affordable Units, Owner
shall, at its sole cost and expense, bond against or discharge such lien within thirty (30) days after the
initial filing of the same. Upon request by the City, Owner shall provide to the City updated
information from Owner's title insurer. City hereby reserves all rights to post notices of non-
responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. Owner
shall indemnify, defend (with counsel of City's choosing and the consent of Owner, which shall not
be unreasonably withheld, and which may be joint defense counsel upon City's and Owner's consent),
and hold harmless City and all of its officials, officers, employees, representatives, volunteers and
agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any
third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed
to have been supplied to Owner or anyone holding the Property or Project, or any part thereof, through
or under Owner,that arises from the original construction of the Affordable Units.
21-10670/279181
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3. AFFORDABLE UNITS
3.1 Execution and Recording of This Agreement. Owner shall execute this
Agreement prior to City Council consideration of approval of this Agreement. No later than thirty (30)
days after the recordation of the Condominium Map, Owner shall record an executed original of this
Agreement against the Affordable Units in the Official Records for Orange County, California.
3.2 Designation of Affordable Units. At least three (3) months prior to the
recordation of the Final Map with the approval of the California Department of Real Estate,Owner shall
obtain the approval from the City's Housing Manager of the designation of the two (2)Affordable Units.
The Affordable Units shall be disbursed throughout the buildings of the Project. Immediately following
the recordation of each Condominium Map for the Project, Owner shall cause the Affordable Housing
Covenant(Exhibit "C")to be recorded against any Affordable Units within the Condominium Map.
3.3 Prohibition of Leasing of Market Rate or Affordable Units by the Owner. Owner
agrees to market and sell all Market Rate and Affordable Units at the Project. City would not grant the
aforementioned Waiver and Reduction of Development Standards,the Incentives and Concessions,nor
the modification of parking standards unless Owner agrees to market and sell all the Units in the Project
as ownership housing. While Market Rate Units may be leased by the individual owner once purchased
from the Owner, in no event may Owner lease any Units.
3.4 Term of Affordable Unit Covenants. Each Affordable Unit designated for
Moderate Income Households shall be restricted for use and occupancy by a Moderate Income
Household, for a total period of forty-five (45) years,commencing on the date that the Owner conveys
title to the first purchaser of each Affordable Unit. By way of explanation of the foregoing sentence,
it is possible that the affordability term for one Affordable Unit will neither commence on the same
date nor terminate on the same date as another Affordable Unit, and it is possible that the affordability
terms for all Affordable Units will commence on different days and terminate on different days.
3.5 Memorializing Commencement of Affordability Term. The Notice of
Affordability Restrictions is attached as an exhibit to Exhibit "C", the Declaration of Conditions,
Covenants, and Restrictions for Moderate Income Affordable Housing. This Notice shall be recorded
concurrently with conveyance of title to the first buyer of each Affordable Unit and the affordability
term for each Affordable Unit shall begin as of the recordation date of the Notice.
3.6. Sale of Affordable Units to Moderate Income Households. When marketing the
Affordable Units, Owner shall comply with the City Housing Regulations. Owner shall not
convey title to any Affordable Unit to a Household that the City has not verified as a Moderate Income
Household, as determined pursuant the City Housing Regulations. Owner shall not convey title to any
Affordable Unit to a Moderate Income Household at a price that exceeds the Affordable Housing
Cost for that Affordable Unit as established by the City. In the event that Owner desires to sell an
Affordable Unit, Owner shall comply with the requirements of Section 6.4 of the Affordable Housing
Covenant.
4. TERM OF THIS AGREEMENT AND RELEASE OF UNITS
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4.1 The term of this Agreement shall commence on the Effective Date and shall
continue until the date Owner conveys fee title to buyers of all of the Affordable Units of the
Project in accordance with the requirements of this Agreement. Upon satisfaction of the foregoing,
the City shall, at the request of Owner, record a termination of this Agreement in the form of Exhibit
"D" to this Agreement. The recording of such a termination document shall remove this Agreement
as an encumbrance upon title to the Units. Notwithstanding any other provision herein to the contrary,
Owner's indemnity obligations under Sections 2.4(Replacement Housing),2.5 (Mechanic's Liens)and
5.3 (Indemnification) hereof shall survive the termination of this Agreement.
5. DEFAULT AND TERMINATION; INDEMNIFICATION
5.1 Default. Failure or delay by any Party to perform any term or provision of this
Agreement which is not cured within thirty (30) days after receipt of notice from the other Party
specifying the default (or such other period specifically provided herein) constitutes a default under
this Agreement; provided, however, if such default is of the nature requiring more than thirty (30)
days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such
thirty (30) day period, and thereafter diligently pursuing such cure to completion within an
additional sixty(60) days following the conclusion of such thirty(30) day period(for a total of ninety
(90) days). Except as required to protect against further damages, the injured Party may not institute
proceedings against the Party in default until the time for cure has expired. Failure or delay in giving
such notice shall not constitute a waiver of any default, nor shall it change the time of default.
5.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are
cumulative, and the exercise by either Party of one or more of its 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.
5.3 Indemnification. In addition to any other indemnity specifically provided in
this Agreement, Owner shall defend (with counsel of City's choosing and the consent of Owner,
which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and
Owner's consent), indemnify and hold harmless City and its officers, officials, agents, employees,
representatives, and volunteers from and against any loss, liability, claim, or judgment arising from
any act or omission of Owner in connection with its obligations under this Agreement.
6. ASSIGNMENT
6.1 Assignment by Owner. The qualifications and identity of Owner are of
particular concern to City. It is because of those qualifications and identity that City has entered
into this Agreement. Accordingly, except as authorized in Section below, Owner shall not sell,transfer,
or assign the Property or Project in whole or in part, or transfer or assign Owner's rights and
obligations in this Agreement, without City's prior written approval, which shall not be unreasonably
withheld. In considering whether to grant its approval of any proposed transfer or assignment by
Owner of its interest in the Property, Project, or this Agreement, City shall consider factors such as
the financial strength and capacity of the proposed transferee or assignee to perform Owner's
obligations in this Agreement, and the proposed transferee's or assignee's experience and expertise
in the planning, financing, development, and operation of similar projects.
21-10670/279181
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6.2 Subsequent Assignment. As used in this Agreement,the term"Owner" shall be
deemed to include any such transferee or assignee after the date such transfer or assignment occurs in
compliance with this Agreement.
6.3 Unpermitted Assignments Void. Any sale, transfer, or assignment made in
violation of this Agreement shall be null and void, and City shall have the right to pursue any
right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales,
transfers,or assignments.
7. MISCELLANEOUS
7.1 Notices. As used in this Agreement, "notice" includes, but is not limited to,
the communication of notice, request, demand, approval, statement, report, acceptance, consent,
waiver, appointment or other communication required or permitted hereunder.All notices shall be in
writing and shall be considered given either: (i) when delivered in person to the recipient named
below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United
States mail in a sealed envelope as either registered or certified mail with return receipt
requested, and postage and postal charges prepaid, and addressed to the recipient named below;
or (iii) five (5) days after deposit in the United States mail in a sealed envelope, first class mail and
postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with
a known and reliable next-day document delivery service (such as FedEx), charges prepaid and
delivery scheduled next-day to the recipient named below, provided that the sending party receives a
confirmation of delivery from the delivery service provider. All notices shall be addressed as follows:
If to CITY: City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Director of Community Development
& Housing Manager
If to OWNER: Shea Homes Limited Partnership
2 Ada, Suite 200
Irvine, CA 92618
Attn: Community Development Manager
7.2 Change of Address. Either Party may, by notice given at any time, require
subsequent notices to be given to another person or entity, whether a party or an officer or
representative of a party, or to a different address, or both. Notices given before actual receipt of
notice of change shall not be invalidated by the change.
7.3 Entire Agreement. This Agreement and all of its Exhibits and attachments set
forth and contain the entire understanding and agreement of the parties, and there are no oral or written
representations, understandings or ancillary covenants, undertakings or agreements which are not
contained or expressly referred to herein. No testimony or evidence of any such representations,
understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret
21-10670/279181
-8-
or determine the terms or conditions of this Agreement.
7.4 Amendments. The terms of this Agreement may only be modified or
amended by an instrument in writing executed by each of the parties hereto; provided, however, the
City Manager shall have the authority to issue interpretations, waive provisions and enter into
amendments of this Agreement on behalf of City so long as such actions do not substantially change
the uses or development permitted on the Property.
7.5 Severability. If any term, provision, covenant or condition of this Agreement
shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be
affected thereby to the extent such remaining provisions are not rendered impractical to perform,taking
into consideration the purposes of this Agreement.
7.6 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws of the State of California
without regard to conflict of law principles. This Agreement shall be construed as a whole according
to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto,
and the rule of construction to the effect that ambiguities are to be resolved against the drafting party
shall not be employed in interpreting this Agreement, all Parties having been represented by counsel
in the negotiation and preparation hereof.
7.7 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
7.8 Singular and Plural. As used herein,the singular of any word includes the plural,
and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the
other as context so dictates.
7.9 Joint and Several Obligations.If at any time during the term of this Agreement
the Property and/or Project is owned, in whole or in part, by more than one Owner, all obligations of
such Owner under this Agreement shall be joint and several, and the default of any such Owner shall
be the default of all such Owners.
7.10 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
7.11 Days. Unless otherwise specified in this Agreement or any Exhibit attached
hereto,use of the term"days"shall mean calendar days.For purposes of this Agreement and all Exhibits
attached hereto, "business days" shall mean every day of the week that City Hall of the City is open for
business to the general public.
7.12 Waiver. Failure by a Party to insist upon the strict performance of any of the
provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the
default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict
compliance by the other Party with the terms of this Agreement thereafter.
7.13 Force Majeure. Neither Party shall be deemed to be in default where failure
21-10670/279181
-9-
or delay in performance of any of its obligations under this Agreement is caused by floods,
earthquakes, other Acts of God, pandemics, fires, wars, riots or similar hostilities, strikes and other
labor difficulties beyond the Party's control (including the Party's employment force), court actions
(such as restraining orders or injunctions), government regulations or other causes beyond the Party's
control. If any such events shall occur, the term of this Agreement and the time for performance by
either Party of any of its obligations hereunder may be extended by the written agreement of the Parties
for the period of time that such events prevented such performance.
7.14 Mutual Covenants.The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the
covenants to be performed hereunder by such benefited Party.
7.15 Successors in Interest. The burdens of this Agreement shall be binding upon,
and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this
Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and
constitute covenants running with the land. Each covenant to do or refrain from doing some act
hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon
every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding
upon each Party and each successor in interest during ownership of the Property or any portion
thereof.
7.16 Jurisdiction and Venue. Any action at law or in equity arising under this
Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the
validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County
of Orange, State of California, or any other court in that county, and the Parties hereto waive all
provisions of law providing for the filing, removal or change of venue to any other court.
7.17 Project as a Private Undertaking. It is specifically understood and agreed by
and between the Parties hereto that the development of the Project is a private development, that
neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an
independent contracting entity with respect to the terms, covenants and conditions contained in this
Agreement. No partnership, joint venture or other association of any kind is formed by this
Agreement. The only relationship between City and Owner is that of a government entity regulating
the development of private property and the Owner of such property.
7.18 Attorneys' Fees and Costs. If either Party to this Agreement commences an
action against the other Party to this Agreement arising out of or in connection with this Agreement,
each party shall bear its own attorneys' fees and costs of suit.
7.19 Authority to Execute. The person or persons executing this Agreement on behalf
of either Party warrants and represents that he or she/they have the authority to execute this
Agreement on behalf of his or her/their agency, corporation, partnership or business entity and
warrants and represents that he or she/they has/have the authority to bind the Party to the performance
of its obligations hereunder.
7.20 Counterparts. This Agreement may be executed by the Parties in counterparts,
which counterparts shall be construed together and have the same effect as if all of the Parties had
21-10670/279181
-10-
executed the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
set forth above.
/"CITY" /
CITY OF TINGTON BE CH,
liforni 'cipal corpo tion
By: Al k , City Manager
ATTEST:
..14'
Ci Clerk
Robin Estanislau
APPROVED AS ORM:
lty ttorney u(/
"OWNER"
SHEA HOMES LIMITED PARTNERSHIP,
a California limited partnership
By:
COUNTERPART Its.
By:
Its:
21-10670/279181
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A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On May 8, 2023 before me, Tania Moore, Notary Public, personally appeared Al
Zelinka and Robin Estanislau who proved to me on the basis of satisfactory
evidence to be the persons whose names are subscribed to the within instrument
and acknowledged to me that they executed the same in their authorized capacities,
and that by their signatures on the instrument the persons, or the entity upon behalf
of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
"".�. TANU MOORE
WITNESS my hand and official seal. �� _ Notary public•Glifornia
Orange County
' Commission N 235$365
`' ^•"' My Comm.Expires May 20,2025
�,/� (Seal)
(Notary Signat e)
executed the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
set forth above.
"CITY"
CITY OF HUNTINGTON BEACH,
a California municipal corporation
By:
AFIEST:
City Clerk
APPROVED AS TO FORM:
City Attorney to
"OWNER"
SHEA HOMES LIMITED PARTNERSHIP,
a California limited partnership
By:
COUNTERPART Its: Au +t'io r4 c
By: r—lr--►-J
Its: I\Ss%J'+ . ..4 {-ae7
21-10670/279181
-11-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of Orange
On 4/26/23 before me, _Jacqueline Y. Barker (insert name and title of the officer)
personally appeared Cory Yoder& Brooke Doi , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
�,,.�. JACQUELINE y.$ARKER
iT+ Notary Pullic-California
WITNESS my hand and official seal. Orange County
Commission M 241$617
My Comm My Comm.Expires Sep 27,2026
Signat (Seal)
EXHIBIT A
(Legal Description)
That real property located in the City of Huntington Beach,County of Orange, State of California,
described as follows:
LOT 1 OF TRACT NO. 19154 IN THE CITY OF HUNTINGTON BEACH,COUNTY OF ORANGE,
STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 1000,PAGES 13-16,INCLUSIVE OF
MISCELLANEOUS MAPS,RECORDS OF ORANGE COUNTY,CALIFORNIA.
21-10670/279181
-12-
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EXHIBIT C
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
FOR 17532 CAMERON LANE,HUNTINGTON BEACH
(Affordable Housing Covenant)
21-10670/279181
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City Clerk
City of Huntington
Beach 2000 Main Street
Huntington Beach, CA 92648
(Space above for Recorder's use)
This document is exempt from recording
fees pursuant to Government Code Section 27383
DECLARATION OF CONDITIONS, COVENANTS AND
RESTRICTIONS FOR MODERATE INCOME AFFORDABLE HOUSING
17532 CAMERON LANE, HUNTINGTON BEACH
This Declaration Of Conditions, Covenants And Restrictions For Moderate
Income Affordable Housing ("Resale Restrictions") is made as of , 2023, by and
between Shea Homes Limited Partnership, a California limited partnership (the
"Owner"), and the CITY OF HUNTINGTON BEACH, a California municipal corporation
(the "City"), and the HOUSING AUTHORITY OF THE CITY OF HUNTINGTON BEACH,
a public body corporate and politic (the "Authority"). At the option of the City and
Authority, the Authority may enforce these Resale Restrictions in place of the City.
RECITALS
A. Owner is the owner in fee of that certain real property consisting of Units
and , located at 17532 Cameron Lane, Huntington Beach (APN
and ), as more particularly described in the
legal description attached hereto as Exhibit "A" and are referred to herein individually as
a "Restricted Unit", and collectively as the "Restricted Units".
B. Owner submitted to City plans to develop the Property as an eighteen (18)
unit residential community to be subdivided as a condominium development. Owner will
build the Project in a single phase and sell individual units to individual homebuyers.
Pursuant to California Government Code Section 65915 (the "State Density Bonus
Law"), as implemented under Huntington Beach Zoning and Subdivision Ordinance
("HBZSO"), Chapter 230.14, developers of housing projects that include specified levels
of affordable housing are entitled to apply for and receive certain density bonuses and
additional incentives in order to facilitate the economic feasibility of those projects.
Owner is not proposing an increase in the number of units allowed per the State Density
Bonus Law and will meet the affordability requirements as outlined in HBZSO Chapter
230.14. In exchange for making at least ten percent (10%) of the 18 total units
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23-12718/307226
affordable to Moderate Income Households per HBZSO Chapter 230.14, the State
Density Bonus Law provides that the developer may receive up to one "incentive or
concession." (Gov't.§ 65915(d)(2)(A).)
C. On October 12, 2021, the Huntington Beach Planning Commission
approved the Project pursuant to Tentative Tract No. 19154 and CUP No. 21-006. As a
condition of approval of the Tentative Tract Map and CUP, the Project includes two (2)
units which are to be occupied by, and sold at prices affordable to Moderate Income.
Households for a term of 45 years (the "Affordable Units"). Tentative Tract Map No.
19154 was later recorded as Final Tract Map No. 19154 at Instrument No.
2022000242848 of the Records of Orange County, California.
D. In order to secure the Tong term affordability of the Affordable Units, the
City and Owner entered into the "Density Bonus and Affordable Housing Agreement for
17532 Cameron Lane," which was recorded as Instrument No. in the Records
of Orange County, California (the "Density Bonus Agreement"). The Density Bonus
Agreement provides that Owner shall designate two (2),, three-bedroom units as the
Affordable Units.
NOW, THEREFORE, the Parties hereto agree and covenant as follows:
1. Affordability Covenants. Owner agrees for itself and the successors and
assigns to Owner's interest in the Restricted Units, including each Moderate Income
Household purchasing one of the Restricted Units, that for a term of forty-five (45) years
from the date of the close of escrow for the initial sale of each such Restricted Unit,
that, during the Affordability Period (as defined in Section 4.1 below):
1.1 The Restricted Units shall only be owned and occupied by a
Moderate Income Household, which shall mean persons or families earning not more
than 120% of the Orange County median income, adjusted for household size as
appropriate to the Unit.
1.2 The Restricted Units shall only be sold at an Affordable. Housing
Cost to Moderate Income Households.
2. Definitions and Exhibits.
2.1 Definitions. In addition to the terms that may be defined elsewhere
in this Covenant, the following terms when used in these Resale Restrictions shall be
defined as follows:
2.1.1 "Adjusted for family size appropriate to the Unit" means a
household of one person in the case of a studio unit, a household of two persons in the
case of one-bedroom unit, a household of three persons in the case of a two-bedroom
unit, a household of four persons in the case of a three-bedroom unit, and a household
of five persons in the case of a four-bedroom unit.
2
23-12718/307226
2.1.2 "Affordable Housing Cost" for a Moderate Income
Household means that purchase price which would result in an annual Monthly Housing
Cost which is not less than Twenty-Eight Percent (28%) of the gross income of the
household, nor exceed Thirty-Five Percent (35%) of One Hundred Ten Percent (110%)
of the current Orange County monthly median income for a household adjusted for
family size appropriate to the Unit, or as otherwise defined by California Health and
Safety Code Section 50052.5(b)(4), as may be amended.
2.1.3 "City Housing Regulations" means the "Affordable
Ownership Housing Regulations-Homeowner Requirement of the City of Huntington
Beach," dated August 15, 2011, as they exist now, and as they may be amended in the
future.
2.1.4 "Default" means the failure of a Party to perform any action
or covenant required by these Resale Restrictions within the time periods provided
herein following notice and opportunity to cure.
2.1.5 "First Lien" means the lien of a primary Lender which
secures the obligations of the Owner to repay amounts owed to the Lender.
2.1.6. "Owner" means the then-current owner of a Restricted Unit.
Initially, Owner refers to Shea Homes Limited Partnership, a California limited
partnership. Subsequent to the initial sale of a Restricted Unit, Owner refers to each
subsequent owner of any legal or equitable interest in a Restricted Unit.
2.1.7. "Lender" means a lender making a purchase money loan to
the Owner for the purchase of the Affordable Unit.
2.1.8 "Median Income" means the Orange County, California
area median income, adjusted for household size, as established by the United States
Department of Housing and Urban Development, and as published periodically by the
State of California Department of Housing and Community Development.
2.1.9 "Moderate Income Household" means a Household whose
income does not exceed one hundred twenty percent (120%) of Median Income,
adjusted for family size. The income level of a Household shall be determined in
accordance with the City Housing Regulations.
2.1.10"Monthly Housing Cost" shall include all of the following
associated with the Restricted Units: (i) principal and interest payments on a mortgage
loan; (ii) property taxes and assessments; (iii) the cost of fire and casualty insurance
covering replacement value of property improvements; (iv) homeowner's association
fees; (v) reasonable Unit maintenance and repair costs; and (vi) reasonable utility
allowance. In determining monthly housing payments, the City will assume principal
and interest payments on a conventional home mortgage after paying a ten percent
(10%) down payment. All Monthly Housing costs shall be determined by the City
according to the City Housing Regulations.
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23-12718/307226
2.1.11 "Qualified Purchaser" Means a person or family who
complies with all income verification requirements of these Resale Restrictions, and
earns not more than one hundred twenty percent (120%) of the Median Income,
adjusted for family size, to be determined in accordance with the City Housing
Regulations.
2.1.12 "Transfer" shall mean any sale, assignment, conveyance,
lease, or transfer, voluntary or involuntary, of any interest in the Restricted Unit. Without
limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise,
inheritance or intestacy; (ii) the creation of a life estate; (iii) the creation of a joint
tenancy interest; (iv) a gift of all or any portion of the Restricted Unit; or (v) any voluntary
conveyance of the Restricted Unit.
3. Attachments. The following documents are attached to, and by this
reference made a part of, these Resale Restrictions:
Exhibit A— Legal Description of Restricted Units
Exhibit B — Notice of Affordability Restriction
Exhibit C — Promissory Note
Exhibit D —Affordable Housing Deed of Trust
4. Term of Resale Restrictions.
4.1 The term of these Resale Restrictions shall commence on the date
of the initial sale of each Restricted Unit from Owner to a Qualified Purchaser as
evidenced by a deed recorded with the Orange County Recorder's Office and shall
continue, with respect to each such Restricted Unit, for forty-five (45) years from said
date (the "Affordability Period"). The Covenant contained in this Section shall run with
each Restricted Unit and shall automatically terminate and be of no further force or
effect upon the expiration of the Affordability Period. By way of explanation of the
foregoing sentence, it is possible that the affordability term for one Restricted Unit will
neither commence on the same date nor terminate on the same date as another
Restricted Unit, and it is possible that the affordability terms for all Restricted Units will
commence on different days and terminate on different days. The beginning and
expiration dates of the Affordability Period for each Restricted Unit shall be established
by the City in the Notice of Affordability Covenant (Exhibit B) recorded in connection with
each sale of the Restricted Units.
4.2 Prior to the termination of the Affordability period, each Qualified
Purchaser of a Restricted Unit shall enter into a Notice of Affordability Restriction,
Promissory Note and Deed of Trust in the forms attached as Exhibits B, C, and D to
these Resale Restrictions.
5. Covenant Regarding Use and Sale of Restricted Units. During the
Affordability Period, the Restricted Units shall be owned and occupied as the principal
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23-12718/307226
residence of a Moderate Income Household, and in no event may the Restricted Unit
be leased to a third party. During the Affordability Period, no transfer of a Restricted
Unit shall occur until the City determines that: (a) the proposed purchaser intends to
occupy the Restricted Unit as the proposed purchaser's principal residence; (b) the
proposed purchaser is a Moderate Income Household; and (c) the proposed transfer
occurs at an Affordable Housing Cost.
6. Permitted and Prohibited Transfers of Restricted Units.
6.1 The following Transfers, made in compliance with the terms and
conditions of these Resale Restrictions and the City Housing Regulations, shall
constitute "Permitted Transfers": (i) a Transfer to a surviving joint tenant or other
permitted co-Owner of the Restricted Unit by devise, descent, or operation of law on the
death of an Owner; (ii) a Transfer to a spouse such that the spouses become co-
Owners of the Restricted Unit; (iii) a Transfer by decree of dissolution, legal separation
agreement, or from an incidental property settlement by which the spouse becomes an
Owner of the Restricted Unit, provided that in each case the transferee spouse occupies
or will occupy the Restricted Unit; (iv) a Transfer to an inter vivos trust in which Owner is
and remains the beneficiary and occupant of the Restricted Unit; and (v) a Transfer to a
Moderate Income Household at Affordable Housing Cost. A Transfer that is not a
Permitted Transfer specified above is a "Prohibited Transfer." During the Affordability
Period, the occurrence of a Prohibited Transfer is a Default under these Resale
Restrictions.
6.2 All Transfers Prohibited Without City Approval. During the
Affordability Period, Owner shall not sell, transfer, use as security for any loan, or
convey any interest in a Restricted Unit, except with the express written consent of the
City, which consent shall be given only if the Transfer is a Permitted Transfer and in
strict compliance with the provisions of this Section 6.
6.3 Maximum Sale Price of Restricted Unit. In the event that Owner
decides to sell or otherwise Transfer the Restricted Unit, Owner shall contact the City to
obtain the current Affordable Housing Cost, which shall be the maximum sales price of
the Restricted Unit. City shall provide the Affordable Housing Cost pursuant to its
current Affordable Housing Regulations. Regarding the Affordable Housing Cost,
Owner acknowledges that:
OWNER, AND EACH SUCCESSOR, HEIR OR ASSIGN OF OWNER,
UNDERSTANDS THAT THE DETERMINATION OF THE
AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE TIME
OF A PROPOSED SALE OR OTHER TRANSFER OF THE
RESTRICTED UNIT, TAKING INTO CONSIDERATION PREVAILING
INTEREST RATES, THE OFFERED TERMS OF SALE, THE
ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER
AND OTHER FACTORS THAT CANNOT BE ACCURATELY
PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED
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HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF
THE SAME OR OTHER SIMILAR REAL PROPERTY WHICH IS NOT
ENCUMBERED BY THIS COVENANT. OWNER, AND EACH
SUCCESSOR, HEIR OR ASSIGN OF OWNER, FURTHER
ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE
TRANSFER PRICE, THE PRIMARY OBJECTIVE OF THE CITY AND
THESE RESALE RESTRICTIONS IS TO PROVIDE HOUSING TO
MODERATE INCOME HOUSEHOLDS AT AN AFFORDABLE
HOUSING COST.
Owner's Initials
6.4 Procedure to Verify a Proposed Transfer. In the event that
Owner desires to sell the Restricted Unit, Owner shall send written notice thereof to the
City at the following address:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Director of Economic Development and Housing Manager
City shall process the sale of the Restricted Unit pursuant to the City Housing
Regulations within thirty (30) days after receipt of such written notice from Owner
notifying City of Owner's desire to sell such Restricted Unit. The City shall not be
obligated to approve a transfer unless and until the proposed purchaser has submitted
to the City such information and completed such forms as necessary to verify the
proposed purchaser's intent with respect to his/her/its residency of the Restricted Unit,
his/her/its gross income, and an affidavit of the proposed purchaser disclosing and
certifying the amount of the proposed purchase price.
Prior to conveyance of the Restricted Unit, each approved purchaser shall also
submit to the City an executed disclosure statement which certifies that the purchaser is
aware that: (i) the purchaser buying the Restricted Unit may only sell the Restricted Unit
at an Affordable Housing Cost to a Moderate-Income Household as provided in Section
1 above, (ii) the maximum permitted sales price may be less than fair market value and
(iii) the Restricted Unit must be owner-occupied at all times and cannot be rented or
leased. The approved purchaser shall also submit an executed promissory, trust deed,
notice documents, and any other documentation reasonably required by the City to
effectuate the Affordable Housing Program. Owner shall cooperate with the City in
providing such forms to proposed purchasers and in assisting proposed purchasers to
prepare such forms and to provide any required information to the City in connection
with only the Owner's sale of the Restricted Unit.
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7. Non-Discrimination Covenants. Owner covenants by and for itself, it
successors and assigns, and all persons claiming under or through them that there shall
be no discrimination against or segregation of any person or group of persons on
account of race, color, religion, sex, sexual orientation, creed, ancestry, national or
ethnic origin, age, family or marital status, handicap or disability, in the sale, transfer,
use, occupancy, tenure or enjoyment of the Restricted Unit, nor shall Owner itself or any
person claiming under or through it, establish or permit any such practice or practices.of
discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, subtenants, or vendees in the Restricted Unit.
Owner and its successors and assigns shall refrain from restricting the sale of the
Restricted Unit on the basis of race, color, religion, sex, sexual orientation, creed,
ancestry, national or ethnic origin, age, family or marital status, handicap or disability, of
any person. All such deeds or contracts shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clause:
(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, sexual orientation,
creed, ancestry, national or ethnic origin, age, family or marital status,
handicap or disability, in the sale, transfer, use, occupancy, tenure or
enjoyment of the land herein conveyed, nor shall the grantee himself or
herself or any person claiming under or through him or her, establish or
permit any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of
tenants, or vendees in the land herein conveyed. The foregoing
covenants shall run with the land."
(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, sexual orientation, creed, ancestry, national or ethnic
origin, age, family or marital status, handicap or disability, in the sale,
transfer, use, occupancy, tenure or enjoyment of the premises, nor shall
the transferor himself or herself of any person claiming under or though
him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location,
number, use of occupancy of tenants, subtenants or vendee of the
premises."
(c) In leases: "The lessee herein covenants by and for himself
or herself, his or her heirs, executors, administrators, and assignees,
and all persons claiming under or though him or her, and this lease is
made and accepted upon and subject to the following conditions:
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"That there shall be no discrimination against or segregation of
any person or group of persons on account of race, color,
religion, sex, sexual orientation, creed, ancestry, national or
ethnic origin, age, family or marital status, handicap or disability,
in the leasing, subleasing, transferring, use, occupancy, tenure or
enjoyment of the premises herein leased nor shall the lessee
himself or herself, or any person claiming under or though him or
her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use, or occupancy of tenants, sublessees,
subtenants, or vendees in the premises herein leased."
Nothing in this Section 7 shall be construed to authorize the rental or lease of the
Restricted Unit if such rental or lease is not otherwise permitted.
8. Encumbrances.
8.1 Financings on Transfer. This Section 8 shall not prohibit the
encumbering of title for the sole purpose of securing financing of the purchase price of
the Restricted Unit upon a Transfer thereof; however, any such financing shall be for the
Owner and (i) must be a First Lien, (ii) must not be in excess of the Affordable Housing
Cost of the Restricted Unit as of date of approval for the financing, (iii) must be in
compliance with these Resale Restrictions and the Affordable Housing Deed of Trust,
and (iv) shall be subordinate to these Resale Restrictions.
8.2 Subordination. These Resale Restrictions shall have priority over
all monetary liens and encumbrances for the Affordability Period. However, the
Affordable Housing Deed of Trust only may be subordinated to a First Lien on the
Restricted Unit that secures the payment of a principal amount that is not in excess, as
of the date of approval for said financing, of the Affordable Housing Cost of the
Restricted Unit. The City shall execute a written instrument for the subordination of its
rights under the Affordable Housing Deed of Trust in the form approved by the City
Attorney as may reasonably be requested by the Lender. The City's agreement to so
subordinate its rights is subject to agreement in writing by the Lender providing the City
the following rights:
(a) Upon the occurrence of a Default under any of the First
Lien documents, the holder of the First Lien shall promptly notify the City
of the occurrence of such Default, which notification shall be provided to
the City contemporaneously with the delivery to Owner of any notice of
Default under any of the First Lien documents; and
(b) The City shall have the right, during the cure periods which
apply to the Owner pursuant to the First Lien documents and any cure
period which may apply to the City under applicable law, to cure the
Owner's Default relative to the First Lien; and
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(c) After a Default on any of the First Lien documents but prior
to a foreclosure sale or deed in lieu assignment of the Restricted Unit,
the City shall have the right to take title to the Restricted Unit and cure
the Default relative to the First Lien documents, without the holder of the
First Lien exercising any right it might otherwise have to accelerate the
obligations secured by the First Lien by reason of such title transfer, so
long as the City promptly cures any such Default upon taking title to the
Restricted Unit.
8.3 Request for Notice of Default. The City may cause a Request for
Notice to be recorded on the Restricted Unit subsequent to the recordation of the First
Lien deed of trust or mortgage requesting a statutory notice of Default as set forth in
California Civil Code Section 2924b.
8.4 Further Encumbrances Prohibited. Owner shall not record or
cause or permit the recordation of any deed of trust, mortgage, lien or other instrument
creating a security interest in or to the Restricted Unit (a "Further Encumbrance") other
than these Resale Restrictions, the First Lien and the Affordable Housing Deed of Trust.
9. Uses. The Restricted Unit shall be used as the principal residence of
Owner and owner's family and may not be rented or leased. Owner covenants and
agrees to devote, use, and maintain the Restricted Unit in accordance with these Resale
Restrictions. All uses conducted on the Restricted Unit, including, without limitation, all
activities undertaken by the Owner pursuant to these Resale Restrictions, shall conform
to all applicable provisions of federal, state, and local laws, including the Huntington
Beach Municipal Code, and the City Housing Regulations.
10. Maintenance of Unit. Owner shall maintain the Restricted Unit in a
manner consistent with community standards which will uphold the value of the
Restricted Unit, in accordance with the Huntington Beach Municipal Code. Owner
also shall comply with all applicable federal, state and local laws.
11. Effect of Violation of the Terms and Provisions of These Resale
Restrictions.
11.1 Covenants Run with the Land. These Resale Restrictions are
designed to create equitable servitudes and covenants running with the Restricted
Unit, in accordance with the provisions of Civil Code Section 1468, and the State
Density Bonus Law and the Huntington Beach Zoning and Subdivision Ordinance. The
covenants, conditions, restrictions, reservations, equitable servitudes, liens and
charges set forth herein shall run with the Restricted Unit and shall be binding upon all
persons having any right, title or interest in the leasehold interest in the Restricted Unit,
or any part thereof, their heirs, successive owners and assigns; shall inure to the
benefit of the City and its successors and assigns, shall be binding upon Owner, and its
successors and assigns; and may be enforced by City and its successors and assigns.
Owner hereby declares its understanding and intent that the burden of the covenants
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set forth herein touch and concern the land and that the Owner's interest in the
Restricted Unit is rendered less valuable thereby. Owner hereby further declares its
understanding and intent that the benefit of such covenants touch and concern the
land by enhancing and increasing the enjoyment and use of the Restricted Unit by
Owner, and by furthering public purposes for City.
In amplification and not in restriction of the provisions hereinabove, it is intended
and agreed that City is deemed a beneficiary of the agreements and covenants
provided herein both for and in its own right and also for the purposes of protecting the
interests of the community. All covenants without regard to technical classification or
designation shall be binding for the benefit of City and such covenants shall run in
favor of City for the entire period during which such covenants shall be in force and
effect, without regard to whether City is or remains an owner of any land or interest
therein to which such covenants relate. However, all such covenants and restrictions
shall be deemed to run in favor of all real property owned by the City which real
property shall be deemed the benefited property of such covenants. Furthermore, all of
the covenants, conditions, and restrictions contained herein shall also constitute
easements in gross running in favor of the City. City shall have the right, in the event
of any breach of any such agreement or covenant, to exercise all the rights and
remedies, and to maintain any action at law or suit in equity or other proper
proceedings to enforce the curing of such breach of agreement or covenant.
11.2 Notice of Default. Failure or delay by Owner to perform any term
or provision of these Resale Restrictions which is not cured within thirty (30) days after
receipt of notice from the City constitutes a Default under these Resale Restrictions;
provided, however, if such Default is of the nature requiring more than thirty (30) days
to cure, Owner may avoid Default hereunder by immediately commencing to cure
within such thirty (30) day period, and thereafter diligently pursuing such cure to
completion within sixty (60) days after the expiration of the initial thirty (30) day period,
for a total of ninety (90) days. Failure or delay in giving notice by the City shall not
constitute a waiver of any Default, nor shall it change the time of Default.
11.3 City's Remedies. Upon the declaration of a Default, the City
may (i) apply to a court of competent jurisdiction for specific performance, for an
injunction prohibiting any act or omission in violation of these Resale Restrictions,
or for any such other relief as may be appropriate, (ii) exercise the City's rights
under these Resale Restrictions and the Affordable Housing Deed of Trust, including,
without limitation, foreclosure of the Restricted Unit, and (iii) pursue such other rights
and remedies permitted under these Resale Restrictions and by applicable law.
11.4 Prohibited Transfers Void. Any attempt by the Owner to make
a Prohibited Transfer of title to or any interest in the Restricted Unit in violation of these
Resale Restrictions shall be void and subject to rescission, specific performance, or
any other right or remedy available at law or in equity.
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12. Governing Law. Owner hereby agrees to comply with all ordinances,
rules and regulations of the City, including the City Housing Regulations. Nothing in
these Resale Restrictions is intended to be, nor shall it be deemed to be, a waiver
of any City ordinance, rule or regulation. These Resale Restrictions shall be
governed by the laws of the State of California without regard to conflict of law
principles. Any legal action brought under these Resale Restrictions must be instituted
in the Superior Court of the County of Orange, State of California, or in the Federal
District Court in the Central District of California.
13. Attorneys' Fees and Costs. If either Party to these Resale Restrictions
institutes any action against the other Party arising out of or in connection with to these
Resale Restrictions, each Party shall bear its own attorney's fees and costs of suit.
14. Severability. So long as the material bargain of the Parties may be
preserved, any provision of these Resale Restrictions that is deemed to be illegal,
invalid or unenforceable by an arbitrator or court of competent jurisdiction shall be
ineffective to the extent of the invalidity or unenforceability of such provision and shall
be deemed stricken from these Resale Restrictions. Any stricken provision shall not
affect the legality, enforceability or validity of the remainder of these Resale
Restrictions. If any provision of these Resale Restrictions is stricken in accordance with
the provisions of this Section, then the stricken provision shall be replaced, to the
extent possible, with a legal, enforceable and valid provision that is as similar in tenor
and intent to the stricken provision as is legally possible. Any such invalidity or
unenforceability of any provision in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
15. Exhibits. Each of the Attachments referenced in these Resale
Restrictions and attached hereto is incorporated into these Resale Restrictions by
this reference as though fully set forth in this Section.
IN WITNESS WHEREOF, the Parties have caused this instrument to be
executed on their behalf by their respective officers hereunto duly authorized as of the
date set forth above.
OWNER:
Shea Homes Limited Partnership,
a California limited partnership
By:
Its:
By:
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Its:
CITY:
CITY OF HUNTINGTON BEACH,
a California municipal corporation
Mayor
ATTEST:
City Clerk
AUTHORITY:
HOUSING AUTHORITY OF THE CITY OF HUNTINGTON BEACH,
a public body corporate and politic
By:
Chairperson
ATTEST:
Authority Clerk
APPROVED AS TO FORM:
City Attorney/Authority Counsel q,U/
INITIATED AND APPROVED:
City Manager
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EXHIBIT A
LEGAL DESCRIPTION OF TWO AFFORDABLE UNITS
AT 17532 CAMERON LANE, HUNTINGTON BEACH SUBJECT
TO THE AFFORDABLE HOUSING COVENANT FOR
17532 CAMERON LANE, HUNTINGTON BEACH
(The Affordable Housing Covenant Is Exhibit C To Density Bonus And
Affordable Housing Agreement For 17532 Cameron Lane, Huntington Beach)
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EXHIBIT B
NOTICE OF AFFORDABILITY RESTRICTION
(The Notice is an Exhibit to the Affordable Housing Covenant,
which is Exhibit C to Density Bonus And Affordable Housing Agreement
For 17532 Cameron Lane, Huntington Beach)
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Recording Requested By:
Housing Authority of
the City of Huntington Beach
2000 Main Street, 5th Floor
Huntington Beach, California 92648
Attention: Community Enhancement
SPACE ABOVE THIS LINE FOR RECORDER'S USE
NOTICE OF AFFORDABILITY RESTRICTIONS ON
TRANSFER OF PROPERTY
•
(Unit , 17532 Cameron Lane, Huntington Beach, CA 92648)
NOTICE IS HEREBY GIVEN by ("Owner"), owner of the
property located at 17532 Cameron Lane, Unit , Huntington Beach, California
92648, Assessor's Parcel Map No. and more particularly described in
Exhibit "A" attached hereto (the "Property"), that:
1. On , 2023, the "Declaration of Conditions, Covenants and
Restrictions,"
were recorded against the. Property as Instrument No.
in the Office of the County Recorder of the County of
Orange (the "Resale Restrictions"). Further, concurrently with this Notice, a
"Deed of Trust with Assignments of Rents to Secure the Affordability
Restrictions on Transfer of the Property" ("Deed of Trust") was recorded
concurrently with this Notice. Among other things, the Resale Restrictions, as
amended by the Deed of Trust, limit the price that the Property may be sold to
an "Affordable Housing Cost" for "Moderate Income Households," as those
terms are defined in the Resale Restrictions, and further defined in the current
Affordable Housing Regulations of the City of Huntington Beach and the Deed
of Trust.
2. The administration of the Resale Restrictions shall be governed by the
Affordable Housing Regulations of the City of Huntington Beach, dated
August 15, 2011, as they exist now and may be amended in the future.
3. In summary, the Property may only be sold to a "Moderate Income
Household" at a price that does not exceed the "Affordable Housing Cost."
The Affordable Housing Cost is the purchase price that results in monthly
housing payments which do not exceed Thirty-Five Percent (35%) of
One Hundred Ten Percent (110%) of the current Orange County monthly
median income for a household equal to the number of bedrooms in the unit
plus one (1) person. In determining monthly housing payments, the City will
assume principal and interest payments on a conventional home mortgage
after paying a ten percent (10%) down payment. The mortgage interest rate
will be the prevailing Fannie Mae thirty (30) year mortgage rate, or a City-
selected equivalent. Monthly housing costs will also include homeowner's
association dues, utilities, homeowner's insurance, maintenance costs and
property taxes. Further, a qualifying buyer of the Property shall be a
"Moderate Income Household" whose income does not exceed Thirty-Five
Percent (35%) of One Hundred Ten Percent (110%) of the current Orange
County monthly median income for a household equal to the number of
bedrooms in the unit plus one (1) person.
4. The effect of relying on prevailing interest rates to determine the Affordable
Housing Cost is to make the resale price of the Property sensitive to interest
rates. For example, if interest rates rise, the resale price will fall, and if
interest rates fall, the resale price will rise. This could result in the Affordable
Housing Cost decreasing below the original purchase price.
5. In the event that Owner decides to sell or otherwise Transfer of the Property,
Owner shall contact the City to obtain the current Affordable Housing Cost,
which shall be the maximum sales price of the Property. City shall provide the
Affordable Housing Cost pursuant to its current Affordable Housing
Regulations. Regarding the Affordable Housing Cost, Owner acknowledges
that:
OWNER, AND EACH SUCCESSOR, HEIR OR.ASSIGN OF OWNER,
UNDERSTANDS THAT THE DETERMINATION OF THE
AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE
TIME OF A PROPOSED SALE OR OTHER TRANSFER OF THE
RESTRICTED UNIT, TAKING INTO CONSIDERATION PREVAILING
INTEREST RATES, THE OFFERED TERMS OF SALE, 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 SAME OR SIMILAR REAL PROPERTY WHICH IS NOT
ENCUMBERED BY THIS COVENANT. OWNER, AND EACH
SUCCESSOR, HEIR OR ASSIGN OF OWNER, FURTHER
ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE
TRANSFER PRICE, THE PRIMARY OBJECTIVE OF THE CITY AND
THESE RESALE RESTRICTIONS IS TO PROVIDE HOUSING TO
MODERATE INCOME HOUSEHOLDS AT AN AFFORDABLE
HOUSING COST.
6. The City shall approve a Transfer of the Property if such Transfer complies
with the Resale Restrictions.
7. The Property shall be owner-occupied at all times and shall not be leased or
rented.
8. The Resale Restrictions imposed on the Property began on , 20
and expire forty-five years later, on , 2068.
This Notice is recorded for the purpose of providing notice only and does not modify
the provisions of the Resale Restrictions or the Deed of Trust.
Dated: By:
APPROVED AS TO FORM:
Dated: By:
City Attorney gj
Exhibit "A"
Legal Description
EXHIBIT C
PROMISSORY NOTE
(The Promissory Note is an Exhibit to the Affordable Housing Covenant,
which is Exhibit C to Density Bonus And Affordable Housing Agreement
For 17532 Cameron Lane, Huntington Beach)
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PROMISSORY NOTE TO SECURE
AFFORDABILITY RESTRICTIONS ON
TRANSFER OF PROPERTY
(Unit , 17532 Cameron Lane, Huntington Beach, CA 92647)
THIS PROMISSORY NOTE (the "Note") is dated this day of
2023, between , ("Promisor") and the Housing Authority of the City of Huntington
Beach("Authority") with reference to the following facts:
A. This Promissory Note is made in reference to that property in the City of
Huntington Beach, County of Orange, State of California, with the street address Unit
17532 Cameron Lane, Huntington Beach, California 92647, and the Assessor's Parcel Map No.
(the"Property").
B. The Property is subject to a "Declaration of Conditions, Covenants and
Restrictions for Property," recorded on as Instrument No.
in the Office of the County Recorder of the County of Orange, California (the. "Resale
Restrictions"). Among other things, the Resale Restrictions limit the price that the Property may
be sold to an "Affordable Housing Cost" to "Moderate Income Households," as those terms are
defined in the Resale Restrictions, and further defined in the Affordable Housing Regulations.
The Affordable Housing Regulations, as they may be amended from time to time, are utilized to
implement the provisions of the Resale Restrictions.
C. In summary, the term "Affordable Housing Cost" means the purchase price that
would result in monthly housing payments that do not exceed Thirty-Five Percent (35%) of One
Hundred Ten Percent (110%) of the current Orange County monthly median income for a
household adjusted for family size appropriate.to the Unit. Family size is one plus the number of
bedrooms; for example, a household of four persons is the family size of a three-bedroom unit. In
determining monthly housing payments, the City will assume principal and interest payments on
a conventional home mortgage after paying a ten percent (10%) down payment. The mortgage
interest rate will be the prevailing Fannie Mae or Freddie Mac thirty (30) year mortgage rate, or a
City-selected equivalent. Monthly housing costs will also include homeowner's association
dues, utilities, homeowner's insurance, maintenance costs and property taxes. Further, a
qualifying buyer of the Property shall be a "Moderate Income Household" whose income does
not exceed Thirty-Five Percent (35%) of One Hundred Ten Percent (110%) of the current
Orange County monthly median income for a household equal to the number of bedrooms in the
unit plus one (1) person.
The effect of relying on prevailing interest rates to determine the Affordable Sales Price
is to make the resale price of the Property sensitive to interest rates. For example, if interest rates
rise, the resale price will fall, and if interest rates fall, the resale price will rise. This could result
in the Affordable Housing Cost decreasing below the original purchase price.
D. The Resale Restrictions imposed on the Property began on , 2023, and
expire forty-five (45) years later, on , 2068.
23-12718/307227 1
E. The administration of the Resale Restrictions shall be governed by the Affordable
Housing Regulations of the City of Huntington Beach, dated August 15, 2011, as they exist now
and may be amended in the future.
F. Concurrently with executing this Note, Promissor has executed a Deed of Trust
securing and amending the Resale Restrictions (the "Authority of Deed of Trust").
G. Pursuant to the Resale Restrictions, the City has approved the transfer of the
Property to Promissor at an Affordable Housing Cost. To insure that any further sale, transfer or
assignment of the Property occurs with the City's approval and at an Affordable Housing Cost,
the City has required as a condition of the Promissor's transfer of the Property that Promissor
execute this Note.
AGREEMENT
NOW, THEREFORE,the parties agree as follows:
1. Incorporation of Recitals. The recitals set forth above are incorporated by
reference as though fully set forth herein.
2. Amount of the Note. The Amount of this Note is the "Transfer Price" of the
Property, less the "Affordable Housing Cost." The Transfer Price shall be determined according
to the circumstances that cause the Amount of the Note to become due pursuant to Section 3 of
this Note. In the case of the sale of the Property without the City's consent, the Transfer Price
shall be the market sales price. In the case of the financing or refinancing of the Property
without the City's consent, the Transfer Price shall be the loan amount in excess of the last loan
balance on the First Mortgage that the City previously approved. In all other cases, the Transfer
Price shall be the fair market value of the Property as established by the Director of Community
Development of the City pursuant to an appraisal. The term "Affordable Housing Cost" shall be
defined according to the current Affordable Housing Regulations as adopted by the City of
Huntington Beach.
•
Promissor promises to pay the Amount of this Note when due to the Housing Authority at
2000 Main Street, P.O. Box 190, Huntington Beach, California 92648, or at such other address
as Authority may direct from time to time in writing. All sums hereunder shall be payable in
lawful money of the United States of America and all sums shall be credited first to interest then
due and the balance to principal.
3. Due on Sale, Transfer or Refinancing. Promissor agrees to notify the Authority
not less than thirty (30) days prior to (i) the sale or transfer of the Property or (ii) any financing
or refinancing of the Property. This Note shall be due and payable upon (i) such sale or transfer
without the City's consent, (ii) the financing or refinancing of the Property without the City's
consent, (iii) Promissor is no longer an occupant of the Property, or (iv) Promissor is in material
default of any other obligation under the Resale Restrictions, or the Authority Deed of Trust.
4. Expiration of the Note Obligation. In the event Promissor does not sell or transfer
the Property, does not fail to occupy the Property, does not refinance, or is not in material breach
of any other provision of the Resale Restrictions or the Authority Deed of Trust before the forty-
23-12718/307227 2
fifth (45) anniversary of the date of this Note, Promissor shall have no obligation to pay the Note
Amount to Authority upon later sale, transfer or refinancing of the Property.
5. Default. The entire unpaid Amount of this Note shall be due and payable in full
in the event of a default. The following shall be deemed to be an event of default:
(i.) The City determines that the Promissor has made a misrepresentation
to obtain the benefits of purchase of the Property or in connection with its
obligations under the Resale Restrictions;
(ii.) The Promissor fails to occupy the Property as required pursuant to
the Resale Restrictions and the Authority Deed of Trust, and such failure continues
following written notice by the City and sixty (60) days opportunity to cure
following the date of such notice;
(iii.) The Promissor rents the Property in violation of the Resale
Restrictions and the Authority Deed of Trust, and such failure continues following
written notice by the City and sixty(60) days opportunity to cure;
(iv.) The Promissor fails to provide information to the City necessary to
determine Promissor's compliance with the requirements of the Resale Restrictions;
(v.) The Promissor makes a transfer of the Property in violation of the
Resale Restrictions;
(vi.) The Promissor otherwise fails to comply with the requirements of the
Resale Restrictions, and such violation is not corrected to the satisfaction of the City
within thirty (30) days after the date of written notice by the City to the Trustor of
such violation;
(vii.) A notice of default is issued under the First Mortgage Loan or other
financing secured by the Property;
(viii.) A lien is recorded against the Property other than the lien of a bona
fide mortgage loan.
(ix.) Promissor places a mortgage on the Property without the prior
approval of the Authority.
(x.) Promissor declares bankruptcy or makes an assignment of assets for
the benefit of creditors.
(xi.) The Promissor fails to pay any real property taxes or insurance
premiums on the Property as they become due.
(xii.) Promissor continues to materially breach the Resale Restrictions or
the Authority Deed of Trust, following the City or the Authority giving notice of
the breach and an opportunity to cure.
(viii.) Promissor fails to pay the Note Amount when due.
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6. This Note is secured by a concurrently executed Deed of Trust, to the City of
Huntington Beach, as Trustee, executed by Promissor in favor of the Authority.
7. Notice. All payments, notices, consents, waivers and other communications
under this Agreement must be in writing and shall be deemed to have been given when (a)
delivered by hand, or, (b) when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case addressed as set forth below:
If to PROMISSOR: If to AUTHORITY:
Housing Authority of the
17432 Cameron Lane, Unit City of Huntington Beach
Huntington Beach, CA 92647 2000 Main Street
Huntington Beach, CA 92648
Attn: City Clerk
and
Deputy Director of Community Development
City of Huntington Beach
2000 Main Street, 5th Floor
Huntington Beach, CA 92648
8. Governing Law. This Agreement is governed by and shall be construed in
accordance with the laws of the State of California without giving effect to the conflict of laws
principles thereof. The parties agree to personal jurisdiction in the State Courts in Orange
County, California and specifically waive any claims of forum non-conveniens.
9. Modification. This Agreement shall not be amended or modified, except in
writing, signed by both parties.
10. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns under this Note. This Note shall not be assigned without
the express written consent of Authority.
23-12718/307227 4
PROMISSOR
Dated:
By:
HOUSING AUTHORITY OF THE CITY OF
Dated: HUNTINGTON BEACH
By:
Deputy Director of Community Development
Dated: APPROVED AS TO FORM:
By:
City Attorney al/
23-12718/307227 5
EXHIBIT D
AFFORDABLE HOUSING DEED OF TRUST
(The Affordable Housing Deed of Trust is an Exhibit to the Affordable
Housing Covenant, which is Exhibit C to Density Bonus And Affordable Housing
Agreement For 17532 Cameron Lane, Huntington Beach)
16
23-12718/307226
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Sections 6103 and 27383
Recording Requested By:
Housing Authority of
the City of Huntington Beach
2000 Main Street, 5th Floor
Huntington Beach, California 92648
Attention: Community Enhancement/Housing
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENTS OF RENTS TO SECURE
RESALE RESTRICTIONS ON TRANSFER OF PROPERTY
AND TO AMEND RESALE RESTRICTIONS
(Unit , 17532 Cameron Lane, Huntington Beach, CA 92647)
THIS DEED OF TRUST is made this day of , 20_by and
among , whose address is Unit , 17532 Cameron Lane, Huntington Beach,
ca 92647 ("Trustor") and the CITY OF HUNTINGTON BEACH, a municipal corporation (the
"Trustee") and the HOUSING AUTHORITY OF THE CITY OF HUNTINGTON BEACH, a
public body corporate and politic (the "Beneficiary"), whose address is 2000 Main Street,
Huntington Beach, California 92648, with reference to the following facts:
A. This Deed of Trust is made in reference to that property in the City of
Huntington Beach, County of Orange, State of California, described legally in the Legal
Description attached hereto as Exhibit"A" and incorporated herein with the street address as Unit
, 17532 Cameron Lane, Huntington Beach, California, 92647, and the Assessor's Parcel Map
No. , (the "Property").
B. The City has adopted an Inclusionary Housing Ordinance (the "Inclusionary
Ordinance"; currently Section 2130.26 of the City Zoning Code).
C. A "Declaration of Conditions, Covenants and Restrictions for Property," was
recorded on , 2023 as Instrument No. , in the Office of the County
Recorder of the County of Orange (the "Resale Restrictions"). Among other things, the Resale •
Restrictions limit the price that the Property may be sold to an "Affordable Housing Cost" to
"Moderate Income Households." The Affordable Housing Regulations, as they may be amended
from time to time, are utilized to implement the provisions of the Resale Restrictions.
D. The Affordable Housing Cost pursuant to the Resale Restrictions shall be the
purchase price that would result in monthly housing payments that do not exceed Thirty-Five
Percent (35%) of One Hundred Ten Percent (110%) of the current Orange County monthly
median income for a household adjusted for family size appropriate to the Unit. Family size is
one plus the number of bedrooms; for example, a household of four persons is the family size of a
21-10670/272585 1
three-bedroom unit. In determining monthly housing payments, the City will assume principal
and interest payments on a conventional home mortgage after paying a ten percent (10%) down
payment. The mortgage interest rate will be the prevailing Fannie Mae or Freddie Mac thirty (30)
year mortgage rate, or a City-selected equivalent. Monthly housing costs will also include
homeowner's association dues, utilities, homeowner's insurance, maintenance costs and property
taxes. Further, a qualifying buyer of the Property shall be a"Moderate Income Household" whose
income does not exceed Thirty-Five Percent (35%) of One Hundred Ten Percent (110%) of the
current Orange County monthly median income for a household equal to the number of bedrooms
in the unit plus one (1)person.
The effect of relying on prevailing interest rates to determine the Affordable Sales
Price is to make the resale price of the Property sensitive to interest rates. For example, if interest
rates rise, the resale price will fall, and if interest rates fall, the resale price will rise. This could
result in the Affordable Sales Price decreasing below the original purchase price.
E. The administration of the Resale Restrictions, as modified by this Deed of
Trust, shall be governed by the Affordable Housing Regulations of the City of Huntington Beach,
as they exist now and may be amended in the future (the "City Housing Regulations").
F. The Resale Restrictions imposed on the Property began on , 2023, and
expire forty-five (45) years later, on , 2068 (the "Affordability Period").
NOW, THEREFORE, TRUSTOR HEREBY irrevocably grants, transfers.and assigns,
to Trustee, in trust, with power of sale of the Property, together with (a) all buildings,
improvements and fixtures, now or hereafter placed thereon, it being understood and agreed that
all classes of property attached or unattached used in connection herewith shall be deemed
fixtures, (b) rents, issues and profits thereof, (c) any water rights and/or stock are appurtenant or
pertain to said land, and (d) all sums of money payable on the purchase price of the Property
secured by a lien thereon or payable under any agreement for the sale thereof, SUBJECT,
HOWEVER,to the right, power and authority hereinafter given to and conferred upon Beneficiary
to collect and apply such rents, issues and profits, and all sums of money payable on the purchase
price of the Property secured by a lien thereon or payable under any agreement.
A. FOR THE PURPOSE OF SECURING:
1. Payment of the indebtedness evidenced by a promissory note (the
"Note") executed by Trustor concurrently with this Deed of Trust. The Amount of the
indebtedness is the "Transfer Price" of the Property, less the "Affordable Housing Cost." The
calculation of the Amount of the indebtedness is set forth with specificity in the Note, which is on
file with the Community Development Department of the City of Huntington Beach.
2. Performance of each and every obligation, covenant, promise and
agreement of the Resale Restrictions.
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B. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
AGREES:
1. Restriction on Resale or Transfer of Property.
Trustor agrees for itself, and its successors and assigns, and every successor to
Trustor's interest in the Property, or any part thereof throughout the Affordability Period, to
perform all obligations due under the Resale Restrictions, as set forth below:
(a) The Property shall only be owned and occupied by persons or families
of"Moderate Income." "Moderate Income" shall mean persons or families earning one hundred
twenty percent (120%) or less of Orange County median income, adjusted for appropriate family
size.
(b) The Property may only be sold to "Moderate Income" households at an
"Affordable Housing Cost," as those terms are defined in the City Housing Regulations.
Generally, those Regulations define Affordable Housing Cost to mean that purchase price which
would result in monthly housing payments, which do not exceed Thirty-Five Percent (35%) of
One Hundred Ten Percent (110%) of the current Orange County monthly median income for a
household equal to the number of bedrooms in the unit plus one (1) person. In determining
monthly housing payments, the Regulations assume principal and interest payments on a
conventional home mortgage after paying a ten percent (10%) downpayment. The mortgage
interest rate will be the prevailing Fannie Mae thirty (30) year mortgage rate, or a City-selected
equivalent. Monthly housing costs will also include homeowner's association dues, utilities,
homeowner's insurance, maintenance costs and property taxes.
The effect of relying on prevailing interest rates to determine the
Affordable Housing Cost is to make the resale price of the Property sensitive to interest rates. For
example, if interest rates rise, the resale price will fall, and if interest rates fall, the resale price
will rise. This could result in the Affordable Housing Cost decreasing below its original purchase
price of the Property.
(c) The Trustor shall further comply with the City Housing Regulations.
(d) No transfer Of the Property shall occur until the City of Huntington
Beach determines (a) that the proposed purchaser intends to occupy the Property as the proposed
purchaser's principal residence, (b) that the proposed purchaser is a person or family of Moderate
Income, and (c) that the proposed transfer occurs at an Affordable Housing Cost. The City of
Huntington Beach shall not be obligated to approve a transfer until and unless the proposed
purchaser has submitted to the City of Huntington Beach such information and completed such
forms as the City of Huntington Beach shall request to certify the proposed purchaser's intent with
respect to its residency of the Property and its gross income, and the proposed purchaser has
submitted an affidavit disclosing and certifying the amount of the proposed purchase price. Prior
to conveyance of the Property, each approved purchaser shall submit to the City of Huntington
Beach an executed disclosure statement which certifies that the purchaser is aware that the
purchaser may only sell the unit at an Affordable Housing Cost to a Moderate Income person or
family, that the maximum permitted sales price may be less than fair market value and that the
unit must be owner-occupied at all times and cannot be rented or leased.
21-10670/272585 3
TRUSTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF TRUSTOR
UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE
HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE PROPOSED
TRANSFER, TAKING INTO CONSIDERATION INTEREST RATES, THE
TERMS OF SALE OFFERED TO AND THE ECONOMIC CIRCUMSTANCES
OF THE PROPOSED PURCHASER AND OTHER FACTORS THAT
CANNOT BE ACCURATELY PREDICTED, AND THAT THE TRANSFER
PRICE PERMITTED HEREUNDER MAY BE LESS THAN THE FAIR
MARKET VALUE OF THE PROPERTY AND MAY NOT INCREASE OR
DECREASE IN THE SAME MANNER AS OTHER SIMILAR REAL
PROPERTY WHICH IS NOT ENCUMBERED BY THIS RESTRICTION.
TRUSTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF TRUSTOR
FURTHER ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE
TRANSFER PRICE THE PRIMARY OBJECTIVE OF THE BENEFICIARY
AND THIS DEED OF TRUST IS TO PROVIDE HOUSING TO ELIGIBLE
PERSONS OR FAMILIES AT AN AFFORDABLE HOUSING COST.
Trustor Initials Trustor Initials
(e) The City of Huntington Beach may impose any conditions on the
approval of any transfer of the Property as it determines are reasonably necessary for the effective
administration of its Affordable Housing Program. Such conditions may include, but are not
limited to, requiring the prospective purchaser to sign: (i) a promissory note in favor of the City by
which he or she agrees to pay any excess proceeds of sale or in excess rental proceeds to the City,
and (ii) a deed of trust on the Property securing both the Resale Restrictions and promissory note.
(f) The Trustor shall occupy the Property as the Trustor's principal place of
residence and shall not lease or rent the Property. The Trustor shall provide an annual written
certification to the City that the Trustor is occupying the Property as his or her principal place of
residence, and that the Trustor is not renting the Property to another party.
(g) The Resale Restrictions shall run with the land and shall automatically
terminate and be of no further force or effect on , 2068.
2. Defaults.
(a) The following events shall constitute a Default by the Trustor under
the Resale Restrictions:
(1) The City determines that the Trustor has made a
misrepresentation to obtain the benefits of purchase of the Property or in connection with its
obligations under the Resale Restrictions;
(2) The Trustor fails to occupy the.Property as his or her principal
place of residence as required pursuant to Section 1(f) above, and such failure continues
following written notice by the City and sixty (60) days opportunity to cure following the date
of such notice;
21-10670/272585 4
(3) The Trustor rents the Property in violation of Section 1(f)
above, and such failure continues following written notice by the City and sixty (60) days
opportunity to cure;
(4) The Trustor fails to provide information to the City necessary
to determine Trustor's compliance with the requirements of the Resale Restrictions;
(5) The Trustor transfers the Property in violation of the Resale
Restrictions;
(6) The Trustor otherwise fails to comply with the requirements
of the Resale Restrictions, and such violation is not corrected to the satisfaction of the City
within thirty (30) days after the date of written notice by the City to the Trustor of such
violation;
(7) A notice of default is issued under the First Mortgage Loan or
other financing secured by the Property;
(8) A lien is recorded against the Property other than the lien of a
bona fide mortgage loan.
(9) Trustor places a mortgage on the Property in violation of
Section 9 below; or
(10) Trustor declares bankruptcy or makes an assignment of assets
for the benefit of creditors.
(b) Upon a declaration of Default by the City under the Resale
Restrictions, the City may exercise any remedies at law or in equity, including without
limitation, any or all of the following, none of which shall be an exclusive remedy:
(1) Declare the Note due and payable without further demand and
accelerate payments due under the Note;
(2) Invoke the power of sale under this Deed of Trust;
(3) Apply to a court of competent jurisdiction for such relief at
law or in equity as may be appropriate;
(4) Take such enforcement action as is authorized under the
Huntington Beach Municipal Code; and
(5) Declare a Default under the Note and this Deed of Trust and
pursue all City remedies under the Note and the City Deed of Trust.
21-10670/272585 5
3. Notice of Default and Foreclosure.
A request for notice of default and any notice of sale under any deed of trust or
mortgage with power of sale encumbering the Property shall be recorded by the City in the
Office of the Recorder of the County of Orange. The City may declare a Default under this
Resale Agreement upon receipt of any notice given to the City pursuant to Civil Code
section 2924b, and may exercise its rights as provided in Sections 2 and 4.
In the event of default and foreclosure, the City shall have the same right as the
Trustor to cure defaults and redeem the Property prior to the foreclosure sale. Nothing herein
shall be construed as creating any obligation of the City to cure any such default, nor shall this
right to cure and redeem operate to extend any time limitations in the default provisions of the
underlying deed of trust or mortgage.
If the City failed to file the request for notice of default, the City's right to purchase
the Property shall commence from the date a notice of default is given by the City.to the
Trustor.
4. Purchase Option Upon Default.
Notwithstanding, and in addition to the remedies provided the City in Section 2, the
Trustor hereby grants to the City the option to purchase the Property following written notice
by the City to the Trustor of the declaration of a Default by the City under the Resale
Restrictions. This option to purchase is given in consideration of the economic benefits
received by the Trustor resulting from ownership of the Property made possible by the City's
Affordable Housing Program.
The City shall have thirty (30) days after a Default is declared to notify the Trustor
and the First Lender of its decision to exercise its option to purchase under this Section 4. Not
later than ninety (90) days after the notice is given by the City to the Trustor of the City's intent
to exercise its option under this Section 4, the City shall purchase the Property for the
Affordable Housing Cost calculated in the manner set forth in Section 1.
5. Restrictions on Foreclosure Proceeds.
If a creditor acquires title to the Property through a deed in lieu of foreclosure, a
trustee's deed upon sale, or otherwise, the Trustor shall not be entitled to the proceeds of sale to
the extent that such proceeds otherwise payable to the Trustor when added to the proceeds paid
or credited to the creditor exceed the Affordable Housing Cost. The Trustor shall instruct the
holder of such excess proceeds to pay such proceeds to the City in consideration of the benefits
received by the City through purchase of the Property under the City's Inclusionary Housing
Program.
6. Restrictions on Insurance Proceeds.
If the Property is damaged or destroyed and the Trustor elects not to rebuild the
Property, the Trustor shall pay the City the portion of any insurance proceeds received by the
21-10670/272585 6
Trustor for such destruction or damage which is in excess of the Affordable Housing Cost
calculated pursuant to Section 2 above.
7. Superiority of Resale Restrictions.
The Trustor covenants that he or she shall has not, and will not, execute any other
agreement with provisions contradictory to or in opposition to the provisions hereon, and that,
in any event,the Resale Restrictions are controlling as to the rights and obligations between and
among the Trustor,the City and their respective successors.
8. Subordination.
(a) Notwithstanding any provision herein, the Resale Restrictions shall not
diminish or affect the rights of the First Lender under the First Lender Deed of Trust or any
subsequent First Lender Deeds of trust hereafter recorded against the Property in compliance
with the Resale Restrictions.
(b) The City may subordinate the Resale Restrictions and this Deed of Trust to
the lien of a First Lender Deed of Trust, in which case the Resale Restrictions and this Deed of
Trust shall not impair the rights of the First Lender, or such lender's assignee or successor in
interest, to exercise its remedies under the First Lender Deed of Trust by the Trustor. Such
remedies under the First Lender Deed of Trust include the right of foreclosure or acceptance of
a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in
lieu of foreclosure, the Resale Restrictions and this Deed of Trust shall be forever terminated
and shall have no further effect as to the Property or any transferee thereafter; provided,
however, if the holder of such First Lender Deed of Trust acquires title to the Property pursuant
to a deed or assignment in lieu of foreclosure, the Resale Restrictions and this Deed of Trust
shall automatically terminate upon such acquisition of title, only if(i) the City has been given
written notice of default under such First Lender Deed of Trust with a sixty (60) day cure
period, (ii) the City shall not have cured the default within such sixty (60) day period or
commenced to cure and given its firm commitment to complete the cure in form and substance
acceptable to the first lender, or (iii) the City shall not have exercised its option to purchase the
Property pursuant to Section 4 above within such sixty (60) day period and then proceeded
diligently to cure the default within sixty(60) days of acquiring title to the Property.
9. Refinance of First Mortgage Loan: Further Encumbrance of Property.
• Trustor may not refinance of the first mortgage on the Property and/or add a second mortgage
on the Property without approval of the City. The City shall only approve refinancing in
compliance with the Affordable Housing Regulations.
10. Interpretation of Resale Restrictions.
The terms of the Resale Restrictions shall be interpreted so as to avoid speculation on
the Property and to ensure to the extent possible that its sales price and mortgage payments remain
affordable to Moderate Income Households.
21-10670/272585 7
11. Covenants Running with the Land.
(a) Trustor hereby subjects the Property to the covenants and restrictions set forth
in the Resale Restrictions. Trustor hereby declares its express intent that the covenants and
restrictions set forth in the Resale Restrictions shall be deemed covenants running with the land in
perpetuity, shall pass to, and be binding upon all parties having any interest in the Property
throughout the term of the Resale Restrictions. Each and every contract, deed, lease or other
instrument covering, conveying or otherwise transferring the Property or any interest therein, as
the case may be, shall conclusively be held to have been executed, delivered and accepted subject
to the Resale Restrictions regardless of whether the other party or parties to such contract have
actual knowledge of such Resale Restrictions.
(b) The Trustor and the City hereby declare their understanding and intent
that: (i)the covenants and restrictions contained in the Resale Restrictions shall be construed as
covenants running with the land pursuant to California Civil Code section 1468 and not as
conditions which might result in forfeiture of title by Trustor; (ii) the burden of the covenants and
restrictions set forth in the Resale Restrictions touch and concern the Property in that the Trustor's
legal interest in the Property may be rendered less valuable thereby; and (iii) the benefit of the
covenants and restrictions set forth in the Resale Restrictions touch and concern the land by
enhancing and increasing the enjoyment and use of the Property by eligible purchasers, the
intended beneficiaries of such covenants and restrictions.
(c) All covenants and restrictions contained herein in the Resale Restrictions
without regard to technical classification or designation shall be binding upon Trustor for the
benefit of the City and eligible purchasers and such covenants and restrictions shall run in favor of
such parties for the entire period during which such covenants and restrictions shall be in force
and effect, without regard to whether the City is the owner of any land or interest therein to which
such covenants and restrictions relate.
12. Trustor's Acknowledgement of Resale Restrictions.
Trustor hereby acknowledges and agrees that:
(1) Trustor hereby subjects the Property to certain restrictions and limits the
price for which Trustor may sell the Property and the persons to whom Trustor may sell the
Property. The Affordable Housing Cost and other provisions contained in the Resale Restrictions
restrict the full benefits of owning the Property. Trustor may-not enjoy the same economic or
other benefits from owning the Property that Trustor would enjoy if the Resale Restrictions did
not exist.
(2) Absent the provisions of the Inclusionary Ordinance and the provisions
of the Resale Restrictions, the Property could not be made available to Moderate Income
Households at the Affordable Housing Cost, including Trustor.
(3) Trustor understands all of the provisions of the Resale Restrictions. In
recognition of the acknowledgments and agreements stated in this Section 12, Trustor accepts and
21-10670/272585 8
agrees to the provisions of the Resale Restrictions with the understanding that upon the transfer of
the Property, the Resale Restrictions will expire on , 2068, and will remain in full
force and effect as to the Property until such expiration date.
13. Non-Discrimination.
(a) Trustor covenants by and for itself, its successors and assigns, and all persons
claiming under or through them that there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, religion, sex, marital status, national origin
or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the said
property, nor shall Trustor itself or any person claiming under or through it, establish or permit
any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the
Property.
(b) Trustor and its successors and assigns, shall refrain from restricting the rental
or lease (if permitted by Trustor) or sale of said property on the basis of race, color, religion, sex,
marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall
contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(1) In deeds: "The grantee herein covenants by and for himself or herself,
his or her heirs, executors, administrators and assigns, and all persons claiming under
or through them, that there shall be no discrimination against or segregation of, any
person or group of persons on account of race, color, religion, sex, marital status,
national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure
or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or
any person claiming under or through him or her, establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees in the
land herein conveyed. The foregoing covenants shall run with the land."
(2) In leases: "The lessee herein covenants by and for himself or herself,
his or her heirs, executors, administrators and assigns, and all persons claiming under
or through him or her, and this lease is made and accepted upon and subject to the
following conditions:
"There shall be no discrimination against or segregation of any person or
group of persons on account of race, color, religion, sex, marital status,
ancestry or national origin in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the premises herein leased nor shall the
lessee himself or herself, or any person claiming under to through him or
her, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, sublessees, subtenants or vendees in the
premises herein leased."
21-10670/272585 9
(3) In contracts: "There shall be no discrimination against or segregation
of, any person, or group of persons on account of race, color, religion, sex, marital
status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the premises, nor shall the transferee himself or herself or any
person claiming under or through him or her, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the
premises."
(c) Nothing in this Section 13 shall be construed to authorize the rental or lease of
the Property if such rental or lease is not otherwise permitted by the Resale Restrictions.
14. No violation or breach of the covenants, conditions, restrictions, provisions or
limitations contained in this Deed of Trust shall defeat or render invalid or in any way impair the
lien or charge of any mortgage or deed of trust or security interest.
15. Trustor has made certain representations and disclosures as a requirement under
the Resale Restrictions in order to induce Beneficiary to approve the sale of the Property to
Trustor. In the event that Trustor has made any material misrepresentation or failed to disclose
any material fact regarding said transaction, Beneficiary at its option and without notice, shall
have the right to declare a material breach of the Resale Restrictions and the Note. Beneficiary
may make a written declaration of default and demand for sale as to paragraph No. 6 herein set
forth. Trustee, upon presentation to it of an affidavit signed by Beneficiary setting forth facts
showing a default by Trustor under this paragraph, is authorized to accept as true and conclusive
all facts and statements therein, and to act thereon hereunder.
16. All covenants without regard to technical classification or designation shall be
binding for the benefit of the Beneficiary and such covenants shall run in favor of the Beneficiary
for the entire period during which such covenants shall be in force and effect, without regard to
whether the Beneficiary is or remains an owner of any land or interest therein to which such
covenants relate. The Beneficiary, in the event of any breach of any such covenants, shall have the
right to exercise all the rights and remedies and to maintain any action at law or suits in equity or
other proper legal proceedings to enforce and to cure such breach to which it or any other
beneficiaries of those 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.
17. Upon default by Trustor in the obligations of the City Note, in the performance
of any obligation under this Deed of Trust, the Resale Restrictions, or under the terms of any First
Lender's Deed of Trust which is or appears to be prior or superior to this Deed of Trust,
Beneficiary may declare all sums secured by this Deed of Trust immediately due and payable by
delivering to Trustee of a written declaration of default and demand for sale and a written notice
of default and election to sell the Property. Default in the payment of any indebtedness secured by
this Deed of Trust, in the obligation of the Note, or in the performance of any agreement under
this Deed of Trust constitutes a default only under this Deed of Trust and the Note and does not
constitute a default under the First Deed of Trust. Trustee shall cause the notice of default to be
21-10670/272585 10
recorded. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, and all
documents evidencing any additional expenditures secured by this Deed of Trust. After the lapse
of such time as then may be required by law following recordation of such notice of default, and
notice of sale having been given as then required by law, Trustee, without demand on Trustor,
shall sell the Property at the time and place fixed by it in such notice of sale, whether as a whole
or in separate parcels, and in such order as it may determine, at public auction to the highest
bidder qualified under said Resale Restrictions and this Deed of Trust in lawful money of the
United States, payable at time of sale. Trustee may postpone sale of all or any portion of the
Property by public announcement at such time and place of sale, and from time to time thereafter
may postpone such sale by public announcement at the time fixed by the preceding postponement.
Trustee shall deliver to such purchaser its.Deed conveying the Property so sold, but without any
covenant or warranty, express or implied. The recital in such Deed of any matters of fact shall be
conclusive of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as
hereinafter defined, may purchase at such sale. Trustee may also sell at any such sale and as part
thereof any shares of corporate stock securing the obligations secured hereby, and Trustor waives
demand and notice of such sale. (Beneficiary at its option may also foreclose on such shares by
independent pledge sale, and Trustor waives demand and notice of such sale.) After deducting all
costs, fees and expenses of Trustee, and of this Trust, including cost of evidence of title in
connection with this sale, Trustee shall apply the proceeds of sale to payment, first; all sums
expended under the terms hereof, not then repaid, with accrued interest at the rate then payable
under the First Lender Deed of Trust secured hereby,and then of all other sums secured hereby,
and, if there are any proceeds remaining, shall distribute them to the person or persons legally
entitled thereto.
18. Trustor shall keep the Property in good condition and repair; to allow
Beneficiary or its representatives to enter and inspect the Property at all reasonable times and
access thereto, shall be permitted for that purpose; not to remove .or demolish any building
thereon; not to make alterations thereto without the consent of the Beneficiary; to suffer or permit
no change in the general nature of the occupancy of the Property without Beneficiary's written
consent; to complete or restore promptly and in good workmanlike manner any building which
may be constructed, damaged or destroyed thereon, including, without restricting the generality of
the foregoing, damage from termites and dry-rot; to pay when due all claims for labor performed
and materials furnished in connection with the Property and not to permit any mechanic's lien
against the Property; to comply with all laws affecting the Property or requiring any alterations or
improvements to be made thereon; not to initiate or acquiesce in any zoning reclassification
without Beneficiary's written consent; not to commit or permit waste thereon; not to commit,
suffer or permit any act upon the Property in violation of the law; to paint, cultivate, irrigate,
fertilize, fumigate, prune, and do all other acts that from the character or use of the Property may
be reasonably necessary; and to promptly pay all amounts due others upon agreements of lease or
conditional sale of all fixtures, furnishings and equipment located thereon.
19. Trustor shall provide, and maintain in force at all times with respect to the
Property, fire and other types of insurance as may be required by Beneficiary. All of such
insurance shall have a loss payable endorsement in favor of Beneficiary, shall be for a term and in
form, content, amount and in such companies as may be satisfactory to Beneficiary, and the
policies therefore shall be delivered to and remain in possession of Beneficiary as further security
21-10670/272585 11
for the faithful performance of these trusts. At least thirty (30) days prior to the expiration of any
such insurance policy, a policy or policies renewing or extending such expiring insurance shall be
delivered to Beneficiary together with written evidence showing payment of the premium
therefore and, in the event any such insurance policy and evidence of the payment of the premium
therefore are not so delivered by Trustor to Beneficiary, Trustor by executing this Deed of Trust
specifically requests Beneficiary to obtain such insurance and Beneficiary, without obligation to
do so, without notice to or demand upon Trustor and without releasing Trustor from any
obligation hereof, may obtain such insurance through or from any insurance agency or company
acceptable to it, pay the premium thereof, and may add the amount thereof to the indebtedness
secured hereby, which amount shall bear a like rate of interest. Beneficiary may furnish to any
insurance agency or company, or any other person, any information contained in or extracted from
any insurance policy delivered to Beneficiary pursuant hereto and any information concerning the
loan secured hereby. Neither Trustee nor Beneficiary shall be responsible for such insurance or
for the collection of any insurance monies, or for any insolvency of any insurer or insurance
underwriter. In case of insurance loss, Beneficiary is hereby authorized either (a) to settle and
adjust any claim under the insurance policies provided for in this document without the consent of
the Trustor, or (b) to allow Trustor to agree with the insurance company or companies on the
amount to be paid upon the loss. In either case, the Beneficiary is authorized to collect and make
receipt of any such insurance money. If Trustor is obligated to restore or replace the damaged or
destroyed buildings or improvements under the terms of any lease or leases which are or may be
prior to the lien of this Deed of Trust and such damage or destruction does not result in
cancellation or termination of such lease, such proceeds, after.deducting therefrom any expenses
incurred in the collection thereof, shall be used to reimburse the Trustor for the cost of rebuilding
or restoring the buildings or improvements on said premises. In all other cases, such insurance
proceeds shall either be applied for the cost of the rebuilding or restoring the buildings or
improvements on said premises. Such buildings and improvements shall be so restored or rebuilt
as to be of at least equal value and substantially the same character as prior to the damage or
destruction, and shall be in a condition satisfactory to Beneficiary. Such application or release
shall not cure or waive any default or notice of default hereunder or invalidate any act done
pursuant to such notice. Any and all unexpired insurance shall inure to the benefit of, and pass to
the purchaser of,the property conveyed at any Trustee sale held hereunder.
20. Trustor shall pay: (a) at least ten (10) days before delinquency, all general and
special City and County taxes, and all assessments on appurtenant water stock, affecting the
Property, (b) when done, all special assessments for public improvements, without permitting any
improvement bond to issue for any special assessment, (c) when done, all encumbrances, charges
and lines, with interest, on the Property, or any part thereof, which are or appears to be prior to
superior hereto, (d) if the security of this Deed of Trust is leasehold estate, to make any payment
or do any act required of the Lessee or its successor in interest under the terms of the instrument
or instruments creating said leasehold, (e) all costs, fees and expenses of this trust, (f) for any
statement regarding the obligation secured hereby any amount demanded by Beneficiary not to
exceed the maximum allowed by law thereof at the time when such request is made, (g) such other
charges for services rendered by Beneficiary and furnished at Trustor's request or that of any
successor in interest to Trustor as the Beneficiary may deem reasonable.
21-10670/272585 12
21. Should Trustor fail to make any payment or do any act as provided in this Deed
of Trust, the Beneficiary or Trustee, but without obligation to do so and without notice to or
demand upon Trustor and without releasing Trustor from any obligation hereof, may (a) make or
do the same in such manner and to such extent as either may deem necessary to protect the
security hereof, Beneficiary or Trustee being authorized to enter upon the Property for such
purposes, (b) commence, appear in, or defend any action or proceeding purporting to affect the
security hereof or the property covered by this Deed of Trust, or the rights or powers of
Beneficiary or Trustee, (c)pay, purchase, contest or compromise any encumbrance, charge or lien,
which in the judgment of either is or appears to be prior or superior hereto, and (d) in exercising
any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. Trustor
agrees to repay any amount so expended on demand of Beneficiary, and any amount so expended
may be added by Beneficiary to the indebtedness secured hereby and shall bear a like rate of
interest.
22. Trustor shall appear in and defend any action or proceeding purporting to affect
the security hereof or the Property which is covered by this Deed of Trust, or the rights or powers
of Beneficiary or Trustee, and whether or not Trustor so appears or defends, to pay all costs and
expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such
action or proceeding in which Beneficiary or Trustee may appear by virtue of being made a party
defendant or otherwise irrespective of whether the interest of Beneficiary or Trustee in the
Property is directly questioned by such action, including any action for the condemnation or
partition of said premises, and in any suit brought by Beneficiary to foreclose this Deed of Trust.
23. Trustor shall pay immediately and without demand, all sums expended under
the terms of this Deed of Trust by Beneficiary or Trustee, with interest from the date of
expenditure at the rate which the principal obligation secured hereby bears at the time such
payment is made, and the repayment of such sums shall be secured hereby.
24. Should Trustor or any successor in interest to Trustor in the Property drill or
extract, or enter into a lease for drilling or extraction of oil, gas or other hydrocarbon substances
or any mineral of any kind or character, or sell, convey, further encumber, or alienate the
Property, or any party thereof, or any interest therein, or be divested of his title or any interest
therein in any manner or way, whether voluntarily or involuntarily, Beneficiary shall have the
right, at its option, to declare any obligations secured hereby irrespective of the maturity date
specified in any Note evidencing the same, immediately due and payable, and no waiver of this
right shall be effective unless in writing.
25. Any award, settlement or damages for injury or damages to the Property, or in
construction with the transaction financed by such loan, and any award of damages in connection
with any condemnation for public use of or injury to the Property, or any part thereof, is hereby
assigned and shall be paid to Beneficiary, who may apply or release such monies received by it in
such manner and with the same effect as above provided for the disposition of proceeds of fire or
other insurance.
26. By accepting payment of any sums secured by this Deed of Trust after its due
date, or by making any payment, performing any act on behalf of Trustor, that Trustor was
21-10670/272585 13
obligated hereunder, but failed, to make, or perform, or by adding any payment so made by
Beneficiary to the indebtedness secured hereby, Beneficiary does not waive its right either to
require prompt payment when due of all other sums so secured or to declare a default for failure
so to pay.
27. At any time, or from time to time, without liability of the Beneficiary or
Trustee thereof, and without notice, upon written request of Beneficiary and presentation of this
Deed of Trust and the Note secured hereby for endorsement, and without affecting the personal
liability of any person for payment of the indebtedness secured hereby, or the lien of the Deed of
Trust upon the remainder of the Property for the full amount of the indebtedness then or thereafter
secured hereby, or the rights or powers of Beneficiary or the Trustee with respect to the remainder
of the Property, Trustee may: (a) reconvey any part of the Property, (b) consent to the making of
any map or plat thereof, (c) join in granting any easement thereon, (d) join in any agreement
subordinating the lien or charge hereof.
28. The lien hereof shall remain in full force and effect during any postponement or
extension of time of payment of the indebtedness secured hereby, or any part thereof.
29. As additional security, Trustor irrevocably assigns to Beneficiary the rents,
issues, and profits of the Property for the purposes and upon the terms and conditions set forth
below. This assignment shall not impose upon Beneficiary any duty to produce rents from the
property affected by this Deed of Trust, or cause Beneficiary to be (a) "mortgages in possession"
for any purpose; (b) responsible for performing any of the obligations of the lessor under any
lease; or (c) responsible for any waste committed by lessees or any other parties, for any
dangerous or defective condition of the property affected by this Deed of Trust, or for any
negligence in the management, upkeep, or control of such rights to rents, issues and profits is not
contingent upon, and may be exercised without possession of, the property affected by this Deed
of Trust.
Beneficiary confers upon Trustor a license ("License") to collect and retain the rents,
issues and profits of the property affected by this Deed of Trust as they become due and payable,
until the occurrence of a default hereunder. Upon such default, the License shall be automatically
revoked and Beneficiary may collect and retain the rents, issues and profits without notice and
without taking possessions of the property affected by this Deed of Trust. This right to collect
rents, issues and profits shall not grant to Beneficiary or Trustee the right to possession, except as
otherwise provided herein; and neither said right, nor termination of the License, shall impose
upon Beneficiary or Trustee the duty to produce rents, issues or profits or maintain all or any part
of the Property affected by this Trust Deed. If Trustor shall default as aforesaid, Trustor's right to
collect any such money shall cease and Beneficiary shall have the right, with or without taking
possession of the property affected hereby, to collect all rents, issues, royalties and profits and
shall be authorized to, and may, without notice and irrespective of whether declaration of default
has been delivered to Trustee and without regard to the adequacy of the security for the
indebtedness secured hereby, either personally or by attorney or agent without bringing any action
or proceeding, or by receiver to be appointed by the Court, enter into possession and hold, occupy,
possess and enjoy the Property, make, cancel, enforce and modify leases, obtain and eject tenants,
and set and modify rents and terms of rents, and to sue, and to take, receive and collect all or any
21-10670/272585 14
part of the said rents, issues, and profits of the property affected hereby, and after paying such
costs of maintenance, operation of the Property, and of collection including reasonable attorneys'
fees, as in its judgment it may deem proper, to apply the balance upon any indebtedness then
secured hereby, the rents, issues, royalties and profits of the Property being hereby assigned to
Beneficiary for said purposes. The acceptance of such rents, issues, royalties and profits shall not
constitute a waiver of any other right which Trustee or Beneficiary may enjoy under this Deed of
Trust or under the laws of California. Failure of or discontinuance by Beneficiary at any time, or
from time to time, to collect any such rents, issues, royalties or profits shall not in any manner
affect the subsequent enforcement by Beneficiary of the right, power and authority to collect the
same. The receipt and application by said Beneficiary of all such rents, issues, royalties and
profits pursuant hereto, after execution and delivery of declaration of default and demand for sale
as hereinafter provided, or during the pendency of Trustee's sale proceedings hereunder, shall not
cure such breach or default nor affect sale proceedings, or any sale made pursuant thereto, but
such rents, issues, royalties and profits, less all costs of operation, maintenance, collection and
reasonable attorneys' fees, when received by Beneficiary, shall be applied in reduction of the
indebtedness secured hereby, from time to time, in such order as Beneficiary may determine.
Nothing contained herein, nor the exercise of the right by Beneficiary to collect, shall be, or be
construed to be, an affirmation by Beneficiary of any tenancy, lease or option, nor an assumption
of liability under, nor subordination of the lien or charge of this Deed of Trust to, any such
tenancy, lease or option.
30. If the security of this Deed of Trust is a leasehold estate, the Trustor agrees
that: (a) the term "Lease" as used herein shall mean the lease creating the "leasehold estate"' (b)
Trustor shall not amend, change or modify his leasehold interest, or the Lease, or agree to do so,
without the written consent of the Beneficiary; (c) Trustor will promptly advise Beneficiary
regarding any notice, request or demand received by him from the lessor under the Lease and
promptly furnish Beneficiary with a copy of any such notice, request or demand; (d) as long as
any of the indebtedness secured hereby shall remain unpaid, unless the Beneficiary shall otherwise
consent thereto in writing, the leasehold estate shall not merge with the fee title but shall always
be kept separate and distinct, notwithstanding the union of said estates in any party; (e) Trustor
agrees that it will promptly, strictly, and faithfully perform, fulfill, and comply with all covenants,
agreements, terms, conditions and provisions under any lease affecting the premises and to neither
do anything, nor to permit anything to be done which may cause modification or termination of
any such lease or of the obligations of any lessee or person claiming through such lease or the
rents provided for therein or the interest of the lessor or the Beneficiary therein or thereunder.
Trustor further agrees he will not execute a Deed of Trust or mortgage which may be or become
superior to any leasehold estate that is security for this Deed of Trust. In the event of a violation
of any of the covenants set forth in this paragraph, Beneficiary shall have the right, at its option, to
declare all sums secured hereby immediately due and payable. Consent to or waiver of one of
said violations shall not be deemed to be a consent to or waiver of any other violation. If the
security for this Deed of Trust is a leasehold estate, the term "property" as used in this Deed of
Trust shall be deemed to mean the leasehold estate whenever the context so requires for the
protection of the Beneficiary.
31. Trustor waives, to the fullest extent permissible by law, the right to plead any
statute of limitations as a defense to any demand secured hereby.
21-10670/272585 15
32.. Beneficiary may, from time to time, by instrument in writing, substitute a
successor or successors to any Trustee named herein or acting hereunder, which instrument,
executed and acknowledged by Beneficiary and recorded in the office of the recorder of the
county or counties where the Property is situated, shall be conclusive proof of property
substitution of such successor Trustee or Trustees, who shall, without conveyances from the
Trustee predecessor, succeed to all its title, estate, rights, powers and duties, including but not
limited to the power to reconvey the whole or any part of the property covered by this Deed of
Trust. Such instrument must contain the name of the original Trustor, Trustee and Beneficiary
hereunder, the book and page where this Deed of Trust is recorded. If notice of default shall have
been recorded, this power of substitution cannot be exercised until after the costs, fees and
expenses of the then acting Trustee shall have been paid to such Trustee, who shall endorse
receipt thereof upon such instrument. The procedures herein provided for substitution of Trustee
shall not be exclusive of other provisions for substitution provided by law.
33. This Deed of Trust applies to, inures to the benefit of, and binds all parties
hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term
"Beneficiary" shall mean the owner and holder, including pledgee, of the Note secured hereby,
whether or not names as Beneficiary herein. In this Deed of Trust, whenever the context so
requires, the masculine gender includes the feminine and/or neuter, and the singular number
includes the plural.
34. That in the event of a demand for, and the preparation and delivery of a written
statement regarding the obligations secured by this Deed of Trust pursuant to Sections 2943 and
2954 of the Civil Code of California, Beneficiary shall be entitled to make a reasonable charge,
not exceeding the maximum amount which is permitted by law at the time the statement is
furnished. Beneficiary may also charge Trustor a reasonable fee for any other services rendered to
Trustor or rendered in Trustor's behalf in connection with the Property of this Deed of Trust,
including changing Beneficiary's records, pertaining to this Deed of Trust in connection with the
transfer of the Property, or releasing an existing policy of fire insurance or other casualty
insurance held by Beneficiary and replacing the same with another such policy.
35. Trustee accepts this Trust when this Deed of Trust, duly executed and
acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any
party hereto of pending sale under any other Deed of Trust or of any action or proceeding in
which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee.
36. Any notice which any party hereto may desire or be required to give to the
other party shall be in writing. The mailing thereof must be certified mail addressed to the Trustor
at his address hereinabove set forth or to the Beneficiary at their office or at such other place as
such parties hereto may designate in writing.
THE UNDERSIGNED REQUEST that a copy of any notice of default and of any
notice of sale hereunder be mailed to him/her/them at their address hereinbefore set forth.
21-10670/272585 16
TRUSTOR
Dated: By:
HOUSING AUTHORITY OF THE CITY OF
HUNTINGTON BEACH
Dated: By:
Deputy Director of Community Development
CITY OF HUNTINGTON BEACH
By:
Dated: Deputy Director of Community Development
APPROVED AS TO FORM:
By:
City Attorney 44j
21-10670/272585 17
EXHIBIT A
Legal Description
21-10670/272585 18
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity
of that document
State of California
County of
On , 20 before me
(Here Insert Name and Title of the officer)
personally appeared , who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing is true and correct.
WITNESS my hand and official seal.
[Seal]
(Signature of Notary Public)
21-10670/272585 19
EXHIBIT D
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
FOR 17532 CAMERON LANE,HUNTINGTON BEACH
(Density Bonus and Affordable Housing Agreement Release Agreement)
21-10670/279181
-15-
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
(SPACE ABOVE THIS LINE FOR RECORDERS USE)
This Unit Release is recorded at the request and for the benefit of
the City of Huntington Beach and is exempt from the payment
of a recording fee pursuant to Government Code Sections 6103
27383.
RELEASE OF DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
This RELEASE (the "Release") is being entered into by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation (the "City"), and Shea
Homes Limited Partnership, a California limited partnership (the "Owner"). City and
Owner are hereinafter sometimes referred to collectively as the "Parties" and
individually as a "Party."
RECITALS:
A. City is a municipal corporation and charter city organized and existing
pursuant to the Constitution and laws of the State of California.
B. Owner and/or its successors and assigns is the owner in fee of that
certain real property located at 17532 Cameron Lane, Huntington Beach, and more
particularly described in the legal description attached hereto as Exhibit "A" (the
"Property").
C. On or about , 2023, Owner and City entered into that certain
Density Bonus and Affordable Housing Agreement (the "Affordable Housing
Agreement") relating to the Property, recorded on , 2023, as Instrument
No. of the Official Records for Orange County, California. Pursuant to the
Agreement, Owner has developed the Property as an eighteen (18) unit residential
community to be subdivided as a condominium development. Further, the Owner
agreed to include in the Project two (2) units that will be sold at an Affordable Housing
Cost to Moderate Income Households, consisting of two (2), three-bedroom units, with
the remaining units to be sold at market prices.
D. Pursuant to the Affordable Housing Agreement, when the Owner has sold
all of the Affordable Units on the Property pursuant to the terms and conditions of the
Affordable Housing Agreement, Owner and City may execute and record or cause to be
executed and recorded for the benefit of Owner and/or its successors and assigns
this Release, whereupon the Property would be released from the terms and
conditions of the Affordable Housing Agreement.
23-12718/307233 -1-
COVENANTS:
Based upon the foregoing Recitals, which are incorporated herein by this
reference, and for good and valuable consideration, the receipt and sufficiency of
which is acknowledged by both parties, Owner and City agree as follows:
1. From and after the date that this Release is recorded, the Property shall
be released from, not be burdened by any of the provisions of the Affordable Housing
Agreement.
2. Nothing in this Release terminates or releases, or shall be deemed or
construed to terminate or release, the Affordable Housing Covenant recorded against
each Affordable Unit owned in fee by a Qualified Purchaser or said Qualified
Purchaser's successor in interest or assignee.
3. This Release shall not constitute evidence of compliance with or
satisfaction of any obligation of Owner to any holder of a mortgage, or any insurer of
a mortgage, securing money loaned to finance the construction or operation of work
on Property, or any part thereof.
4. No later than ten (10) days after receipt by Owner of a conformed copy
of the executed Release from the Orange County Recorder's Office, Owner shall
deliver a copy of said conformed copy to City at the address identified in the
Affordable Housing Agreement for delivery of notices.
IN WITNESS WHEREOF, City has executed this Release as of this _ day of.,
CITY OF HUNTINGTON BEACH,
a California municipal corporation
By:
Its:
ATTEST:
City Clerk
APPROVED AS TO FORM:
OFFICE OF HUNTINGTON BEACH
CITY ATTORNEY
MICHAEL E. GATES, City Attorney tuo Dated: , 20_
23-12718/307233 -2-
EXHIBIT A
(Legal Description)
That real property located in the City of Huntington Beach, County of
Orange, State of California, described as follows:
LOT 1 OF TRACT NO. 19154 IN THE CITY OF HUNTINGTON BEACH, COUNTY
OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
1000, PAGES 13 TO 16, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS
OF ORANGE COUNTY, CALIFORNIA.
23-12718/307233 -3-
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
On ,before me, , Notary Public
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the
instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Notary Public
23-12718/307233 -4-
RECORDED AT THE REQUEST OF AND
WHEN RECORDED RETURN TO:
City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
.ace Above For Recorder's Use)
This Density Bo and Affordable Housing Agreement is
recorded at t request and for the benefit of the City of
Huntington :each and is exempt from the payment of a
recording e pursuant to Government Code Sections 6103
and 27383.
DENSITY BONUS AND ;1 FORDABLE
HOUSING AGRE NT FOR
17532 CAME' I N LANE,
HUNTING I N BEACH
BY AN, :ETWEEN
CITY OF P TINGTON BEACH,
a Califor a Municipal Corporation
and iI
I
S.G.V. PROPERTY FUND LLC,
a Limited Liability Corporation
2 1-1 0670/2 791 8 1
-1-
202
DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
FOR 17532 CAMERON LANE, HUNTINGTON BEACH
This DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT ("• •reement") is
entered into as of the day of , 2022 ("Effective Date") by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation ("City"), and S.G. Property Fund,
LLC, a California limited liability company ("Owner"). City and Owner are •-reinafter sometimes
referred to collectively as the "Parties" and individually as a"Party."
RECITALS
A. City is a municipal corporation and charter city organ' ed and existing pursuant to the
Constitution and laws of the State of California. /
B. Owner is the owner in fee of that certain real .roperty located at 17532 Cameron
Lane, Huntington Beach, consisting of approximately 39 .40 square foot (0.91 acres) lot (the
"Property").
C. Owner has submitted to City plans to •evelop the Property as an eighteen (18) unit
townhome development, as more particularly dep. ted in the attached Exhibit `B" (the "Project").
Owner will build the Project in a single phase an., sell individual units to individual homebuyers.
D. Pursuant to California Gove nt Code Section 65915 (the "State Density Bonus
Law"), as implemented under Huntington :-ach Zoning and Subdivision Ordinance ("HBZSO"),
Chapter 230.14, developers of housing proj is that include specified levels of affordable housing are
entitled to apply for and receive certain d, sity bonuses and additional incentives in order to facilitate
the economic feasibility of those projec . Owner is not proposing an increase in the number of units
allowed per the State Density Bonus .w and will meet the affordability requirements as outlined in
HBZSO Chapter 230.14. In exch. :e for making at least ten percent (10%) of the 18 total units
affordable to Moderate Income Ho eholds per HBZSO Chapter 230.14, the State Density Bonus Law
provides that the developer may r= eive up to one"incentive or concession." (Gov't § 65915(d)(2)(A).)
E. The City's Inc sionary Housing Ordinance as outlined in HBZSO Chapter 230.14
requires that ten percent ( 1%) of new housing within the Project be affordable to households
earning less than 120% o' Orange County Median Income. In compliance with HBZSO Chapter
230.14 requirement, 0 er agrees to provide as part of the eighteen(18) ownership units permitted
under the City develop ent standards, two units to be affordable to Moderate Income Households,
consisting of two ( , two-bedroom units, which are more particularly described in the legal
description attache. hereto as Exhibit "A" (the "Affordable Units").
F. P suant to Government Code Section 65915(e), Owner has applied for the waiver and
reduction of a 'development standard on the basis that they would physically preclude the construction
of the Projec .th the density bonus. Since the Project will be providing 10 percent of the total dwelling
units for .derate Income Households,the Owner seeks relief in the form of an incentive and concession
from the ity parking standards and is implementing the parking ratio under the State Density Bonus
Law re lations.
G. On October 12, 2021, the Planning Commission approved the application for Tentative
1-1 067 0/2791 8 1
-2-
203
Tentative Tract Map No. 19154 and CUP No. 21-006. As approved, the Project 'ncludes the
aforementioned incentive and concession. In order to take advantage of the i e n t i v e a n d
concession, Owner must ensure, pursuant to the terms of this Agreement, th. no less than ten
percent (10%) of the eighteen (18) units permitted under City development stand. ds are affordable to
Moderate Income Households. Consequently,the Project shall include two(2) its that will be owned
and occupied by Moderate Income Households, as defined in Health and Sa -ty Code Section 50093,
consisting of two (2)two-bedroom units.
H. This Agreement sets forth the terms and conditions '•r the implementation of the
Project's requirement to provide affordable housing units in exc ange for receiving the density
bonus incentive and concession of a development standard as set fo herein.
I. The development of the Project on the Prope pursuant to this Agreement, and the
fulfillment generally of this Agreement, are in the vital a best interests of City and the welfare
of its residents, and in accordance with the public purposes/ d provisions of applicable federal, state,
and local laws and requirements. /
COVEI)'ANTS
NOW, THEREFORE, in consideration • the above Recitals, which are incorporated herein
by this reference, and of the mutual covenants ereinafter contained and for other good and valuable
consideration, the receipt and sufficiency • which is hereby acknowledged, the Parties agree as
follows:
1. DEFINITIONS AND E 'IBITS
1.1 Definitions. T T.- following terms when used in this Agreement shall be defined
as follows:
1.1.1 "A/justed For Family Size Appropriate To The Unit" means a
household of one person in th- case of a studio unit, a household of two persons in the case of a one-
bedroom unit, a household • three persons in the case of a two-bedroom unit, a household of four
persons in the case of a ee-bedroom unit, and a household of five persons in the case of a four-
bedroom unit.
1 .2 "Affordable Housing Cost" for a Moderate Income Household means
that purchase price which would result in an annual Monthly Housing Cost which does not exceed
Thirty-Five Percent (35%) of One Hundred Ten Percent (110%) of the current Orange County
monthly median i -ome for a household adjusted for family size appropriate to the Unit under Health
and Safety Code section 50052.5(b)(4). Affordable Housing Cost shall be calculated pursuant to the
City Housing ' -gulations.
1.1.3 "Affordable Units" means the two (2) units, consisting of two (2) two-
bedroom 4 nits that are designated pursuant to Section 3.2 to be sold to and occupied by Moderate
Income ouseholds in the Project.
1.1.4 "Affordable Housing Covenant" means the Declaration of Conditions,
Co enants and Restrictions for.Moderate Income Affordable Housing to be recorded against each
• fordable Unit in the form attached hereto as Exhibit "C."
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1.1.5 "City Housing Regulations" means the "Affordable Owners .p Housing
Regulations-Homeowner Requirements of the City of Huntington Beach," dated Augu 15, 2011, as
they exist now, and as they may be amended in the future. /
1.1.6 "Condominium Map" means that certain final m for condominium
purposes for Tract No. 19154 that will create the Units within the Project.
1.1.7 "Effective Date" means the date the City Coy ncil of City approves this
Agreement,which date shall be inserted in the preamble to this Agreeme . j
1.1.8 "Household"means all persons residi in a Unit.
1.1.9 "Incentives and Concessions" -ans the incentives and concessions
identified in Recital F above.
1.1.10 "Market Rate Units" mean the Units within the Project to be rented
or sold by Owner to a Household without restriction a to income levels, rental rate or sales price.
1.1.11 "Median Income" m ns the Orange County area median income,
adjusted for household size, as established by the nited States Department of Housing and Urban
Development, and as published periodically by t11,'California Department of Housing and Community
Development. i
0
1.1.12 "Moderate 1 'ome Household" means a Household whose income does
not exceed the qualifying limits for mode ate income households pursuant to Health and Safety Code
Section 50093, which is those Househol• whose income does not exceed one hundred twenty percent
(120%) of Median Income, adjusted for family size. The income level of a Household shall be
determined in accordance with the C Housing Regulations.
1.1.13 "Mt nthly Housing Cost" shall include all of the following associated with
the Affordable Unit: (i) princi.11 and interest payments on a mortgage loan; (ii) property taxes and
assessments; (iii) the cost o fire and casualty insurance covering replacement value of property
improvements; (iv) homeow er's association fees; (v) reasonable Unit maintenance and repair costs;
and (vi) reasonable utility . lowance, all as determined according to the City Housing Regulations. In
determining monthly ho ing payments, the City will assume principal and interest payments on a
conventional home mo :age after paying a ten percent(10%) down payment
1.1.14 "Qualified Purchaser"means a Household that complies with all income
verification requir- ents in this Agreement, and earns not more than one hundred twenty percent
(120%) of the M-•ian Income, adjusted for family size, to be determined in accordance with the City
Housing Regul. ons.
1.1.15 "Unit" means a residential dwelling unit within the Project to be sold
by Owner . rsuant to this Agreement.
1.2 Exhibits. The following documents are attached to, and by this reference
made . part of,this Agreement:
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Exhibit"A" — Legal Description of the Affordable Units '
Exhibit"B"— Depiction of the Project f'
Exhibit"C"— Declaration of Conditions, Covenants and Restrictioi.ifor Moderate
Income Affordable Housing, with attachments ;;''
Exhibit"D"—Density Bonus and Affordable Housing Agreem- t Release Agreement
2. DEVELOPMENT OF THE PROPERTY
2.1 Project. Owner shall develop the Project as an e' hteen (18)unit condominium
residential community in accordance with and subject to all applicab entitlements and permits. The
Project shall have sixteen(16)Market Rate Units, and two (2)Affo-•able Units. There shall be two(2)
two-bedroom Affordable Units. The average square footag- of the Affordable Units shall be
approximately the same as the average square footage of the . ket Rate Units of the same number of
bedrooms. The Affordable Units shall be constructed with • e same exterior appearance and interior
features, fixtures, and amenities, and shall use the same •e and quality of materials as the Market
Rate Units in the Project. The Affordable Units shal •e dispersed throughout the Project. At its
discretion, Owner may increase the number of Affor le Units.
2.2 Authorized Waivers and difications, and Incentives and Concessions. In
accordance with the State Density Bonus Law . d pursuant to the entitlements for the Project, City
authorized the Waivers and Modifications, an. ncentives and Concessions described in the Recitals,
above.
2.3 Com•liance with L. s. Owner at its sole cost and expense shall secure or cause
to be secured any and all permits that ay be required by City or any other federal, state, or local
governmental entity having or claimi : jurisdiction over the Property or Project. Upon securing any
and all permits, Owner shall carry o and perform the development, and marketing of the Project in
conformity with all applicable fe•'ral, state, and local laws and regulations, and all conditions of
approval of Tentative Map No. 1 154.
2.4 Mech. c's Liens- Indemnification. Owner shall take all actions reasonably
necessary to prevent and -move any mechanic's liens or other similar liens (including design
professional liens) agains the Property or Project, or any part thereof, by reason of work, labor,
services, or materials su*plied or claimed to have been supplied to Owner or anyone holding the
Property or Project, o any part thereof, through or under Owner, that arises from the original
construction of the A 'ordable Units. In the event any such mechanics lien or other similar lien is filed
against the Property .r Project that arises from the original construction of the Affordable Units, Owner
shall, at its sole co.t and expense, bond against or discharge such lien within thirty (30) days after the
initial filing of t►e same. Upon request by the City, Owner shall provide to the City updated
information from Owner's title insurer. City hereby reserves all rights to post notices of non-
responsibility . d any other notices as may be appropriate upon a filing of a mechanic's lien. Owner
shall indem fy, defend (with counsel of City's choosing and the consent of Owner, which shall not
be unreaso ably withheld, and which may be joint defense counsel upon City's and Owner's consent),
and hol. harmless City and all of its officials, officers, employees, representatives, volunteers and
agents ' om any and all alleged or actual claims, causes of action, liabilities, and damages from any
third .arty by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed
to :ve been supplied to Owner or anyone holding the Property or Project, or any part thereof,through
2 10670/279181
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206
or under Owner,that arises from the original construction of the Affordable Units.
3. AFFORDABLE UNITS
3.1 Execution and Recording of This Agreement. Owner shall execute this
Agreement prior to City Council consideration of approval of this Agreement. • later than thirty (30)
days after the recordation of the Condominium Map, Owner shall record an -xecuted original of this
Agreement against the Affordable Units in the Official Records for Orange ounty, California.
3.2 Designation of Affordable Units. At least three (3) months prior to the
recordation of the Final Map with the approval of the California Dep. ent of Real Estate, Owner shall
obtain the approval from the City's Housing Manager of the designaf•n of the two (2)Affordable Units.
The Affordable Units shall be disbursed throughout the buildings • the Project. Immediately following
the recordation of each Condominium Map for the Project, 0 -r shall cause the Affordable Housing
Covenant (Exhibit "C")to be recorded against any Affordable nits within the Condominium Map.
3.3 Prohibition of Leasing of Market R. e or Affordable Units by the Owner. Owner
agrees to market and sell all Market Rate and Affordabl: nits at the Project. City would not grant the
aforementioned Waiver and Reduction of Developme ' Standards, the Incentives and Concessions, nor
the modification of parking standards unless Owner ._rees to market and sell all the Units in the Project
as ownership housing. While Market Rate Units m• be leased by the individual owner once purchased
from the Owner, in no event may Owner lease an Units.
3.4 Term of Affordable 't Covenants. Each Affordable Unit designated for
Moderate Income Households shall be r: tricted for use and occupancy by a Moderate Income
Household, for a total period of forty-five 45) years, commencing on the date that the Owner conveys
title to the first purchaser of each Affor•;He Unit. By way of explanation of the foregoing sentence,
it is possible that the affordability ter , for one Affordable Unit will neither commence on the same
date nor terminate on the same date a• another Affordable Unit, and it is possible that the affordability
terms for all Affordable Units will ,ommence on different days and terminate on different days.
3.5 Memorial in. Commencement of Affordabilit Term. The Notice of
Affordability Restrictions is . ached as an exhibit to Exhibit "C", the Declaration of Conditions,
Covenants, and Restrictions •r Moderate Income Affordable Housing. This Notice shall be recorded
concurrently with conveya.ce of title to the first buyer of each Affordable Unit and the affordability
term for each Affordable /nit shall begin as of the recordation date of the Notice.
3.6. S. e of Affordable Units to Moderate Income Households. When marketing the
Affordable Units, •wner shall comply with the City Housing Regulations. Owner shall not
convey title to any •ffordable Unit to a Household that the City has not verified as a Moderate Income
Household, as de•-rmined pursuant the City Housing Regulations. Owner shall not convey title to any
Affordable U ' to a Moderate Income Household at a price that exceeds the Affordable Housing
Cost for that Affordable Unit as established by the City. In the event that Owner desires to sell an
Affordable /nit, Owner shall comply with the requirements of Section 6.4 of the Affordable Housing
Covenant
21- .670/279181
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207
/
4. TERM OF THIS AGREEMENT AND RELEASE OF UNITS '
4.1 The term of this Agreement shall commence on the Effecti Date and shall
continue until the date Owner conveys fee title to buyers of all of the Af rdable Units of the
Project in accordance with the requirements of this Agreement. Upon satisf tion of the foregoing,
the City shall, at the request of Owner, record a termination of this Agreem nt in the form of Exhibit
"D" to this Agreement. The recording of such a termination document shall remove this Agreement
as an encumbrance upon title to the Units. Notwithstanding any other pr ision herein to the contrary,
Owner's indemnity obligations under Sections 2.4(Replacement Hous' g),2.5 (Mechanic's Liens)and
5.3 (Indemnification)hereof shall survive the termination of this Agteement.
i
5. DEFAULT AND TERMINATION; INDEMNIFI ATION
5.1 Default. Failure or delay by any Party o perform any term or provision of this
Agreement which is not cured within thirty (30) days a r receipt of notice from the other Party
specifying the default (or such other period specifically rovided herein) constitutes a default under
this Agreement; provided, however, if such default is f the nature requiring more than thirty (30)
days to cure, the defaulting Party shall avoid default 1}‘reunder by commencing to cure within such
thirty (30) day period, and thereafter diligently/pursuing such cure to completion within an
additional sixty(60) days following the conclusio of such thirty (30) day period (for a total of ninety
(90) days). Except as required to protect against urther damages, the injured Party may not institute
proceedings against the Party in default until th time for cure has expired. Failure or delay in giving
such notice shall not constitute a waiver of y default, nor shall it change the time of default.
5.2 Rights and Remedi s Cumulative. The rights and remedies of the Parties are
cumulative, and the exercise by either P y of one or more of its rights or remedies shall not preclude
the exercise by it, at the same or differ nt times, of any other rights or remedies for the same default
or any other default by the other Party
5.3 Indemnific on. In addition to any other indemnity specifically provided in
this Agreement, Owner shall d end (with counsel of City's choosing and the consent of Owner,
which shall not be unreasonab withheld, and which may be joint defense counsel upon City's and
Owner's consent), indemnify and hold harmless City and its officers, officials, agents, employees,
representatives, and volunt rs from and against any loss, liability, claim, or judgment arising from
any act or omission of O er in connection with its obligations under this Agreement.
6. ASSIG ENT
6.1 Assignment by Owner. The qualifications and identity of Owner are of
particular cone to City. It is because of those qualifications and identity that City has entered
into this Agree ent. Accordingly, except as authorized in Section below, Owner shall not sell, transfer,
or assign the roperty or Project in whole or in part, or transfer or assign Owner's rights and
obligations i this Agreement, without City's prior written approval, which shall not be unreasonably
withheld. considering whether to grant its approval of any proposed transfer or assignment by
Owner o its interest in the Property, Project, or this Agreement, City shall consider factors such as
the fin cial strength and capacity of the proposed transferee or assignee to perform Owner's
obliga ons in this Agreement, and the proposed transferee's or assignee's experience and expertise
21-1 670/279181
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208
in the planning, financing, development, and operation of similar projects.
6.2 Subsequent Assignment. As used in this Agreement, the term" wner" shall be
deemed to include any such transferee or assignee after the date such transfer or as gnment occurs in
compliance with this Agreement.
6.3 Unpermitted Assignments Void. Any sale, transfer, r assignment made in
violation of this Agreement shall be null and void, and City shall ha the right to pursue any
right or remedy at law or in equity to enforce the provisions of the restrict' n against unpermitted sales,
transfers, or assignments.
7. MISCELLANEOUS
7.1 Notices. As used in this Agreement, "r tice" includes, but is not limited to,
the communication of notice, request, demand, approval, tatement, report, acceptance, consent,
waiver, appointment or other communication required or ermitted hereunder.All notices shall be in
writing and shall be considered given either: (i) when d lvered in person to the recipient named
below; or (ii) on the date of delivery shown on th- return receipt, after deposit in the United
States mail in a sealed envelope as either regi ered or certified mail with return receipt
requested, and postage and postal charges prep, d, and addressed to the recipient named below;
or (iii) five (5) days after deposit in the United S :tes mail in a sealed envelope, first class mail and
postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with
a known and reliable next-day document . -livery service (such as FedEx), charges prepaid and
delivery scheduled next-day to the recipien amed below, provided that the sending party receives a
confirmation of delivery from the delivery •-rvice provider. All notices shall be addressed as follows:
If to CITY: ity of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Director of Community Development
& Housing Manager
If to OWNER: / S.G.V. Property Fund LLC
119 E. Saint Joseph Street
Arcadia, CA 91006
Attn: George Voigt,Managing Member
7.2 Change of Address. Either Party may, by notice given at any time, require
subsequent notice: to be given to another person or entity, whether a party or an officer or
representative o a party, or to a different address, or both. Notices given before actual receipt of
notice of char_e shall not be invalidated by the change.
7.3 Entire Agreement. This Agreement and all of its Exhibits and attachments set
forth an. ontain the entire understanding and agreement of the parties, and there are no oral or written
repres-. tations, understandings or ancillary covenants, undertakings or agreements which are not
cont.'ned or expressly referred to herein. No testimony or evidence of any such representations,
21-.0670/279181
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209
understandings or covenants shall be admissible in any proceeding of any kind or nature to intret
or determine the terms or conditions of this Agreement.
7.4 Amendments. The terms of this Agreement may only be dified or
amended by an instrument in writing executed by each of the parties hereto; provided owever, the
City Manager shall have the authority to issue interpretations, waive provisions/and enter into
amendments of this Agreement on behalf of City so long as such actions do not substantially change
the uses or development permitted on the Property.
7.5 Severability. If any term, provision, covenant or condition of this Agreement
shall be determined invalid, void or unenforceable, the remainder of ads Agreement shall not be
affected thereby to the extent such remaining provisions are not renderednpractical to perform,taking
into consideration the purposes of this Agreement.
7.6 Interpretation and Governing Law. This greement and any dispute arising
hereunder shall be governed and interpreted in accordance wi the laws of the State of California
without regard to conflict of law principles. This Agreement all be construed as a whole according
to its fair language and common meaning to achieve the obj ctives and purposes of the Parties hereto,
and the rule of construction to the effect that ambiguities to be resolved against the drafting party
shall not be employed in interpreting this Agreement, 1 Parties having been represented by counsel
in the negotiation and preparation hereof.
7.7 Section Headings. All sec on headings and subheadings are inserted for
convenience only and shall not affect any constru ion or interpretation of this Agreement.
/
7.8 Singular and Plural.As,,Used herein,the singular of any word includes the plural,
and vice versa, as context so dictates. Masc ine, feminine, and neuter forms of any word include the
other as context so dictates.
7.9 Joint and Sever Obli ations. If at any time during the term of this Agreement
the Property and/or Project is owned in whole or in part, by more than one Owner, all obligations of
such Owner under this Agreement all be joint and several, and the default of any such Owner shall
be the default of all such Owners.
7.10 Time of " ssence. Time is of the essence in the performance of the provisions of
this Agreement as to which ti- e is an element.
7.11 Da s. Unless otherwise specified in this Agreement or any Exhibit attached
hereto,use of the term"..ys"shall mean calendar days.For purposes of this Agreement and all Exhibits
attached hereto, "busi -ss days" shall mean every day of the week that City Hall of the City is open for
business to the genet.. public.
7. Waiver. Failure by a Party to insist upon the strict performance of any of the
provisions of 's Agreement by the other Party, or the failure by a Party to exercise its rights upon the
default of the ether Party, shall not constitute a waiver of such Party's right to insist and demand strict
compliance .y the other Party with the terms of this Agreement thereafter.
21-10670 79181
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7.13 Force Majeure. Neither Party shall be deemed to be in default where ailure
or delay in performance of any of its obligations under this Agreement is caused floods,
earthquakes, other Acts of God, pandemics, fires, wars, riots or similar hostilities, stri s and other
labor difficulties beyond the Party's control (including the Party's employment forc , court actions
(such as restraining orders or injunctions), government regulations or other causes eyond the Party's
control. If any such events shall occur, the term of this Agreement and the ti for performance by
either Party of any of its obligations hereunder may be extended by the written reement of the Parties
for the period of time that such events prevented such performance.
7.14 Mutual Covenants.The covenants contained herei are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by e Party benefited thereby of the
covenants to be performed hereunder by such benefited Party.
7.15 Successors in Interest. The burdens of t• s Agreement shall be binding upon,
and the benefits of this Agreement shall inure to, all succ sors in interest to the Parties to this
Agreement. All provisions of this Agreement shall be -nforceable as equitable servitudes and
constitute covenants running with the land. Each cove . t to do or refrain from doing some act
hereunder with regard to development of the Property: a) is for the benefit of and is a burden upon
every portion of the Property; (b) runs with the Prope y and each portion thereof; and, (c) is binding
upon each Party and each successor in interest d ing ownership of the Property or any portion
thereof.
7.16 Jurisdiction and Venue. Any action at law or in equity arising under this
Agreement or brought by a Party hereto for e purpose of enforcing, construing or determining the
validity of any provision of this Agreement : all be filed and tried in the Superior Court of the County
of Orange, State of California, or any o er court in that county, and the Parties hereto waive all
provisions of law providing for the fili removal or change of venue to any other court.
7.17 Project as a P vate Undertakin_. It is specifically understood and agreed by
and between the Parties hereto th. the development of the Project is a private development, that
neither Party is acting as the age,t of the other in any respect hereunder, and that each Party is an
independent contracting entity 'ith respect to the terms, covenants and conditions contained in this
Agreement. No partnership, oint venture or other association of any kind is formed by this
Agreement. The only relatio ship between City and Owner is that of a government entity regulating
the development of private .roperty and the Owner of such property.
7.18 A orne s' Fees and Costs. If either Party to this Agreement commences an
action against the oth;r Party to this Agreement arising out of or in connection with this Agreement,
each party shall be. its own attorneys' fees and costs of suit.
7 9 Authority to Execute. The person or persons executing this Agreement on behalf
of either Part warrants and represents that he or she/they have the authority to execute this
Agreement o behalf of his or her/their agency, corporation, partnership or business entity and
warrants ant represents that he or she/they has/have the authority to bind the Party to the performance
of its obli tions hereunder.
7.20 Counterparts. This Agreement may be executed by the Parties in counterparts,
21-1,670/279181
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211
which counterparts shall be construed together and have the same effect as if all of the Parties had
executed the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
set forth above.
"CITY"
CITY OF HUNTINGTON BEACH,
a Califo • munici': corporation
By: 4��%:.:
G"
T �
ity Clerk
APPROVED AS TO RM:
• A ey
"OWNER„
S.G.V. Property Fund, LLC,
a Califo limited liability company
By: tt<4
Its: 0,l Ili J1a erc-,-
By:
Its:
21-1067027918
-1 1-
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On May 5, 2022 before me, Donna Switzer, Notary Public/personally appeared
Sean Joyce and Patty Esparza who proved to me on th; basis of satisfactory
evidence to be the persons whose names are subscribe', to the within instrument
and acknowledged to me that they executed the same in their authorized capacities,
and that by their signatures on the instrument the .-rsons, or the entity upon behalf
of which the persons acted, executed the instru . -nt.
I certify under PENALTY OF PERJURY u I er the laws of the State of California
that the foregoing paragraph is true and co ect.
DONNA SIMTZER
WITNESS my hand and official seal. ,,, COMMISSION•2311601
Notary Public.California
E 1` ORANGE COUNTY
3— Yy Comm.E*is Nov.5. 3
✓ ,�, (Seal)
(Notary Signature)
EXHIBIT A
(Legal Description of Affordable Units)
That real property located in the City of Huntington Beach,County of Orange, State of Califo, ia,
described as follows:
Units and of Tract No. 19154, as per map recorded in Book , Page ,of cellaneous
maps, in the Office of the County Recorder of Orange County, California.
2 1-1 067 0/2 79 1 81
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213
EXHIBIT B
(Project Depiction)
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21-10670/279181
-13-
214
EXHIBIT C
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
FOR 17532 CAMERON LANE,HUNTINGTON BEACH
(Affordable Housing Covenant)
2 1-1 0670/279 1 8 1
-14-
215
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City Clerk
City of Huntington
Beach 2000 Main Street
Huntington Beach, CA 92648
SPACE ABOVE T S LINE FOR RECORDERS'USE ONLY
DECLARATION OF CONDITIONS,,COVENANTS AND
RESTRICTIONS FOR MODERATE INCOME AFFORDABLE HOUSING
17532 CAMERON LANE, HUNTINGTON BEACH
This Declaration Of Conditions, ;r✓ovenants And Restrictions For Moderate
Income Affordable Housing ("Resale Re rictions") is made as of , 2022, by and
between S.G.V. Property Fund, LLC, a alifornia limited liability company (the "Owner"),
and the CITY OF HUNTINGTON BEfj(CH, a California municipal corporation (the "City"),
and the HOUSING AUTHORITY THE CITY OF HUNTINGTON BEACH, a public
body corporate and politic (the " thority"). At the option of the City and Authority, the
Authority may enforce these Re le Restrictions in place of the City.
RECITALS
A. Owner is the wner in fee of that certain real property consisting of Units
and , locat-d at 17532 Cameron Lane, Huntington Beach (APN
a r d ), as more particularly described in the
legal description attac ed hereto as Exhibit "A" and are referred to herein individually as
a "Restricted Unit", ..nd collectively as the "Restricted Units".
B. Own=r submitted to City plans to develop the Property as an eighteen (18)
unit residential c• munity to be subdivided as a condominium development. Owner will
build the Proje• in a single phase and sell individual units to individual homebuyers.
Pursuant to •alifornia Government Code Section 65915 (the "State Density Bonus
Law"), as i plemented under Huntington Beach Zoning and Subdivision Ordinance
("HBZSO") Chapter 230.14, developers of housing projects that include specified levels
of afford. *le housing are entitled to apply for and receive certain density bonuses and
additio :I incentives in order to facilitate the economic feasibility of those projects.
Owne is not proposing an increase in the number of units allowed per the State Density
Bon 4s Law and will meet the affordability requirements as outlined in HBZSO Chapter
230.14. In exchange for making at least ten percent (10%) of the 18 total units
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21-10670/273450
216
affordable to Moderate Income Households per HBZSO Chapter 230.14, the State
Density Bonus Law provides that the developer may receive up to one "i .centive or
concession." (Gov't § 65915(d)(2)(A).)
C. On October 12, 2021, the Huntington Beach Planning Commission
approved the Project pursuant to Tentative Tract No. 19154 and CUP No. 21-006. As a
condition of approval of the Tentative Tract Map and CUP, the Project includes two (2)
units which are to be occupied by, and sold at prices affordabl to Moderate Income
Households for a term of 45 years (the "Affordable Units"). entative Tract Map No.
19154 was later recorded as Final Tract Map No. 19154 at Instrument No. of
the Records of Orange County, California.
D. In order to secure the long term affordab' ty of the Affordable Units, the
City and Owner entered into the "Density Bonus and , fordable Housing Agreement for
17532 Cameron Lane," which was recorded as Instr ent No. in the Records
of Orange County, California (the "Density Bonu Agreement"). The Density Bonus
Agreement provides that Owner shall designs two (2), two-bedroom units as the
Affordable Units.
NOW, THEREFORE, the Parties hereto agree and covenant as follows:
1. Affordability Covenants. ner agrees for itself and the successors and
assigns to Owner's interest in the Res acted Units, including each Moderate Income
Household purchasing one of the Restricted Units, that for a term of forty-five (45) years
from the date of the close of escrow for the initial sale of each such Restricted Unit,
that, during the Affordability Period as defined in Section 4.1 below):
1.1 The Restric d Units shall only be owned and occupied by a
Moderate Income Household, hich shall mean persons or families earning not more
than 120% of the Orange ounty median income, adjusted for household size as
appropriate to the Unit.
1.2 The estricted Units shall only be sold at an Affordable Housing
Cost to Moderate Incom Households.
2. Definiti ns and Exhibits.
2.1 Definitions. In addition to the terms that may be defined elsewhere
in this Covenant, he following terms when used in these Resale Restrictions shall be
defined as folio s:
2.1.1 "Adjusted for family size appropriate to the Unit" means a
household f one person in the case of a studio unit, a household of two persons in the
case of o e-bedroom unit, a household of three persons in the case of a two-bedroom
unit, a usehold of four persons in the case of a three-bedroom unit, and a household
of fiv persons in the case of a four-bedroom unit.
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2 1-1 0670/27345 0
217
2.1.2 "Affordable Housing Cost" for a Moderate In••me
Household means that purchase price which would result in an annual Monthly .using
Cost which is not less than Twenty-Eight Percent (28%) of the gross inco -e of the
household, nor exceed Thirty-Five Percent (35%) of One Hundred Ten Per -nt (110%)
of the current Orange County monthly median income for a househol• adjusted for
family size appropriate to the Unit, or as otherwise defined by Califq nia Health and
Safety Code Section 50052.5(b)(4), as may be amended.
2.1.3 "City Housing Regulations" me s the "Affordable
Ownership Housing Regulations-Homeowner Requirement ofifhe City of Huntington
Beach," dated August 15, 2011, as they exist now, and as th may be amended in the
future.
2.1.4 "Default" means the failure a Party to perform any action
or covenant required by these Resale Restrictions ithin the time periods provided
herein following notice and opportunity to cure.
2.1.5 "First Lien" means lien of a primary Lender which
secures the obligations of the Owner to repay ary ounts owed to the Lender.
2.1.6. "Owner" means t e then-current owner of a Restricted Unit.
Initially, Owner refers to S.G.V. Prope Fund, LLC, a California limited liability
company. Subsequent to the initial sal of a Restricted Unit, Owner refers to each
subsequent owner of any legal or equita le interest in a Restricted Unit.
2.1.7. "Lender" eans a lender making a purchase money loan to
the Owner for the purchase of the ordable Unit.
2.1.8 "Med' n Income" means the Orange County, California
area median income, adjusted or household size, as established by the United States
Department of Housing and rban Development, and as published periodically by the
State of California Departm t of Housing and Community Development.
2.1.9; "Moderate Income Household" means a Household whose
income does not exce-d one hundred twenty percent (120%) of Median Income,
adjusted for family si e. The income level of a Household shall be determined in
accordance with the ' ity Housing Regulations.
2.1.10 "Monthly Housing Cost" shall include all of the following
associated with e Restricted Units: (i) principal and interest payments on a mortgage
loan; (ii) prope' y taxes and assessments; (iii) the cost of fire and casualty insurance
covering rep!:cement value of property improvements; (iv) homeowner's association
fees; (v) reasonable Unit maintenance and repair costs; and (vi) reasonable utility
allowance In determining monthly housing payments, the City will assume principal
and interest payments on a conventional home mortgage after paying a ten percent
(10%) :own payment. All Monthly Housing costs shall be determined by the City
according to the City Housing Regulations.
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2.1.11 "Qualified Purchaser" Means a person or family who
complies with all income verification requirements of these Resale Restrictions, a-d
earns not more than one hundred twenty percent (120%) of the Median Inca e,
adjusted for family size, to be determined in accordance with the City •using
Regulations.
2.1.12 "Transfer" shall mean any sale, assignment, onveyance,
lease, or transfer, voluntary or involuntary, of any interest in the Restrict: Unit. Without
limiting the generality of the foregoing, Transfer shall include (i) a tr.nsfer by devise,
inheritance or intestacy; (ii) the creation of a life estate; (iii) the creation of a joint
tenancy interest; (iv) a gift of all or any portion of the Restricted U , ; or (v) any voluntary
conveyance of the Restricted Unit.
3. Attachments. The following documents ar= attached to, and by this
reference made a part of, these Resale Restrictions:
Exhibit A— Legal Description of Restricte• Units
Exhibit B — Notice of Affordability Rest' tion
Exhibit C — Promissory Note
Exhibit D —Affordable Housing .. Zed of Trust
4. Term of Resale Restriction
4.1 The term of these 'esale Restrictions shall commence on the date
of the initial sale of each Restricte• Unit from Owner to a Qualified Purchaser as
evidenced by a deed recorded wit the Orange County Recorder's Office and shall
continue, with respect to each su' Restricted Unit, for forty-five (45) years from said
date (the "Affordability Period" . The Covenant contained in this Section shall run with
each Restricted Unit and shal automatically terminate and be of no further force or
effect upon the expiration o the Affordability Period. By way of explanation of the
foregoing sentence, it is p••sible that the affordability term for one Restricted Unit will
neither commence on t same date nor terminate on the same date as another
Restricted Unit, and it i possible that the affordability terms for all Restricted Units will
commence on differe't days and terminate on different days. The beginning and
expiration dates of t e Affordability Period for each Restricted Unit shall be established
by the City in the •tice of Affordability Covenant (Exhibit B) recorded in connection with
each sale of the -estricted Units.
4 Prior to the termination of the Affordability period, each Qualified
Purchaser o a Restricted Unit shall enter into a Notice of Affordability Restriction,
Promissory ote and Deed of Trust in the forms attached as Exhibits B, C, and D to
these Re--le Restrictions.
Covenant Regarding Use and Sale of Restricted Units. During the
Affordability Period, the Restricted Units shall be owned and occupied as the principal
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21-10670/273450
219
residence of a Moderate Income Household, and in no event may the Restrict: : Unit
be leased to a third party. During the Affordability Period, no transfer of a restricted
Unit shall occur until the City determines that: (a) the proposed purchaser intends to
occupy the Restricted Unit as the proposed purchaser's principal residence; (b) the
proposed purchaser is a Moderate Income Household; and (c) the proposed transfer
occurs at an Affordable Housing Cost. /
6. Permitted and Prohibited Transfers of Restricted Units.
6.1 The following Transfers, made in compli ce with the terms and
conditions of these Resale Restrictions and the City using Regulations, shall
constitute "Permitted Transfers": (i) a Transfer to a su iving joint tenant or other
permitted co-Owner of the Restricted Unit by devise, des ent, or operation of law on the
death of an Owner; (ii) a Transfer to a spouse suc 'that the spouses become co-
Owners of the Restricted Unit; (iii) a Transfer by dec e of dissolution, legal separation
agreement, or from an incidental property settleme t by which the spouse becomes an
Owner of the Restricted Unit, provided that in eac 'case the transferee spouse occupies
or will occupy the Restricted Unit; (iv) a Transfe to an inter vivos trust in which Owner is
and remains the beneficiary and occupant of e Restricted Unit; and (v) a Transfer to a
Moderate Income Household at Affordabl ' Housing Cost. A Transfer that is not a
Permitted Transfer specified above is a " rohibited Transfer." During the Affordability
Period, the occurrence of a Prohibits Transfer is a Default under these Resale
Restrictions.
6.2 All Transfers Prohibited Without City Approval. During the
Affordability Period, Owner shall of sell, transfer, use as security for any loan, or ti
convey any interest in a Restrict Unit, except with the express written consent of the
City, which consent shall be g. en only if the Transfer is a Permitted Transfer and in
strict compliance with the pro sions of this Section 6.
6.3 Maximum Sale Price of Restricted Unit. In the event that Owner
decides to sell or otherwiO Transfer the Restricted Unit, Owner shall contact the City to
obtain the current Affor able Housing Cost, which shall be the maximum sales price of
the Restricted Unit. ity shall provide the Affordable Housing Cost pursuant to its
current Affordable ousing Regulations. Regarding the Affordable Housing Cost,
Owner acknowledg s that:
OWNER, ND EACH SUCCESSOR, HEIR OR ASSIGN OF OWNER,
UNDE TANDS THAT THE DETERMINATION OF THE
AFFO DABLE HOUSING COST CAN BE MADE ONLY AT THE TIME
OF A PROPOSED SALE OR OTHER TRANSFER OF THE
RESTRICTED UNIT, TAKING INTO CONSIDERATION PREVAILING
INTEREST RATES, THE OFFERED TERMS OF SALE, THE
ECONOMIC CIRCUMSTANCES OF THE PROPOSED PURCHASER
AND OTHER FACTORS THAT CANNOT BE ACCURATELY
PREDICTED, AND THAT THE TRANSFER PRICE PERMITTED
5
2 1-1 0670/2 73 45 0
220
HEREUNDER MAY BE LESS THAN THE FAIR MARKET VALUE OF
THE SAME OR OTHER SIMILAR REAL PROPERTY WHICH IS NOT
ENCUMBERED BY THIS COVENANT. OWNER, AND EACH
SUCCESSOR, HEIR OR ASSIGN OF OWNER, FURTHE
ACKNOWLEDGES THAT AT ALL TIMES IN SETTING E
TRANSFER PRICE, THE PRIMARY OBJECTIVE OF THE CITY AND
THESE RESALE RESTRICTIONS IS TO PROVIDE HOUSI G TO
MODERATE INCOME HOUSEHOLDS AT AN AFFORDABLE
HOUSING COST.
Owner's Initials
6.4 Procedure to Verify a Propose Transfer. In the event that
Owner desires to sell the Restricted Unit, Owner shall end written notice thereof to the
City at the following address:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Director of Economic Development and Housing Manager
City shall process the sale of the Restricted Unit pursuant to the City Housing
Regulations within thirty (30) days aft�r receipt of such written notice from Owner
notifying City of Owner's desire to s 11 such Restricted Unit. The City shall not be
obligated to approve a transfer unle and until the proposed purchaser has submitted
to the City such information and completed such forms as necessary to verify the
proposed purchaser's intent with espect to his/her/its residency of the Restricted Unit,
his/her/its gross income, and an affidavit of the proposed purchaser disclosing and
certifying the amount of the proposed purchase price.
Prior to conveyance pf the Restricted Unit, each approved purchaser shall also
submit to the City an exeed disclosure statement which certifies that the purchaser is
aware that: (i) the purchaser buying the Restricted Unit may only sell the Restricted Unit
at an Affordable Housing Cost to a Moderate-Income Household as provided in Section
1 above, (ii) the ma%fmum permitted sales price may be less than fair market value and
(iii) the Restricted Unit must be owner-occupied at all times and cannot be rented or
leased. The approved purchaser shall also submit an executed promissory, trust deed,
notice documents, and any other documentation reasonably required by the City to
effectuate the Affordable Housing Program. Owner shall cooperate with the City in
providing sy/ch forms to proposed purchasers and in assisting proposed purchasers to
prepare such forms and to provide any required information to the City in connection
with only the Owner's sale of the Restricted Unit.
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7. Non-Discrimination Covenants. Owner covenants by and for itself, it
successors and assigns, and all persons claiming under or through them that there sh.,
be no discrimination against or segregation of any person or group of person: on
account of race, color, religion, sex, sexual orientation, creed, ancestry, national or
ethnic origin, age, family or marital status, handicap or disability, in the sale transfer,
use, occupancy, tenure or enjoyment of the Restricted Unit, nor shall Ownerfi self or any
person claiming under or through it, establish or permit any such practicr practices of
discrimination or segregation with reference to the selection, locatiorynumber, use or
occupancy of tenants, subtenants, or vendees in the Restricted Unit.f,
f
r
Owner and its successors and assigns shall refrain from re ricting the sale of the
Restricted Unit on the basis of race, color, religion, sex, s xual orientation, creed,
ancestry, national or ethnic origin, age, family or marital stat , handicap or disability, of
any person. All such deeds or contracts shall contain or subject to substantially the
following nondiscrimination or nonsegregation clause:
(a) In deeds: "The grantee herei covenants by and for
himself or herself, his or her heirs, ex utors, administrators and
assigns, and all persons claiming under or hrough them, that there shall
be no discrimination against or segreg ion of, any person or group of
persons on account of race, color, eligion, sex, sexual orientation,
creed, ancestry, national or ethnic igin, age, family or marital status,
handicap or disability, in the sale transfer, use, occupancy, tenure or
enjoyment of the land herein co eyed, nor shall the grantee himself or
herself or any person claiming yinder or through him or her, establish or
permit any such practice or •ractices of discrimination or segregation
with reference to the selec 'on, location, number, use or occupancy of
tenants, or vendees in he land herein conveyed. The foregoing
covenants shall run with e land."
(b) In contra cts: "There shall be no discrimination against or
segregation of, any person or group of persons on account of race,
color, religion, sex sexual orientation, creed, ancestry, national or ethnic
origin, age, fami or marital status, handicap or disability, in the sale,
transfer, use, • cupancy, tenure or enjoyment of the premises, nor shall
the transfero himself or herself of any person claiming under or though
him or he', establish or permit any such practice or practices of
discrimin. ion or segregation with reference to the selection, location,
number use of occupancy of tenants, subtenants or vendee of the
premi-es."
(c) In leases: "The lessee herein covenants by and for himself
o herself, his or her heirs, executors, administrators, and assignees,
nd all persons claiming under or though him or her, and this lease is
made and accepted upon and subject to the following conditions:
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1-10670/273450
222
/
"That there shall be no discrimination against or segregation of
any person or group of persons on account of race, color,
religion, sex, sexual orientation, creed, ancestry, national •
ethnic origin, age, family or marital status, handicap or disab' ' y,
in the leasing, subleasing, transferring, use, occupancy, ten•re or
enjoyment of the premises herein leased nor shall th 'lessee
himself or herself, or any person claiming under or tho h him or
her, establish or permit any such practice or ractices of
discrimination or segregation with reference to he selection,
location, number, use, or occupancy of tens s, sublessees,
subtenants, or vendees in the premises herein/leased."
Nothing in this Section 7 shall be construed to aut, orrize the rental or lease of the
Restricted Unit if such rental or lease is not otherwise p rmitted.
8. Encumbrances. �/
8.1 Financings on Transfer. Xhis Section 8 shall not prohibit the
encumbering of title for the sole purpose of see ring financing of the purchase price of
the Restricted Unit upon a Transfer thereof; h• ever, any such financing shall be for the
Owner and (i) must be a First Lien, (ii) mus not be in excess of the Affordable Housing
Cost of the Restricted Unit as of date •' approval for the financing, (iii) must be in
compliance with these Resale Restricts• s and the Affordable Housing Deed of Trust,
and (iv) shall be subordinate to these - -sale Restrictions.
8.2 Subordination. These Resale Restrictions shall have priority over
all monetary liens and encumbr.nces for the Affordability Period. However, the
Affordable Housing Deed of Tr t only may be subordinated to a First Lien on the
Restricted Unit that secures th= payment of a principal amount that is not in excess, as
of the date of approval for aid financing, of the Affordable Housing Cost of the
Restricted Unit. The City s all execute a written instrument for the subordination of its
rights under the Affordab Housing Deed of Trust in the form approved by the City
Attorney as may reason.- •ly be requested by the Lender. The City's agreement to so
subordinate its rights is subject to agreement in writing by the Lender providing the City
the following rights:
(a) Upon the occurrence of a Default under any of the First
Lien docu ents, the holder of the First Lien shall promptly notify the City
of the o urrence of such Default, which notification shall be provided to
the Ci , contemporaneously with the delivery to Owner of any notice of
Defa 4It under any of the First Lien documents; and
(b) The City shall have the right, during the cure periods which
pply to the Owner pursuant to the First Lien documents and any cure
period which may apply to the City under applicable law, to cure the
Owner's Default relative to the First Lien; and
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21-10670/273450
223
f
��
(c) After a Default on any of the First Lien documents but prior ,✓"j
to a foreclosure sale or deed in lieu assignment of the Restricted Unit, ,-
the City shall have the right to take title to the Restricted Unit and cure/
the Default relative to the First Lien documents, without the holder of tyre
First Lien exercising any right it might otherwise have to acceleratp'the
obligations secured by the First Lien by reason of such title transfer, so
long as the City promptly cures any such Default upon taking tide to the
Restricted Unit. f;
8.3 Request for Notice of Default. The City gray cause a Request for
Notice to be recorded on the Restricted Unit subsequent to the recordation of the First
Lien deed of trust or mortgage requesting a statutory no/tide of Default as set forth in
California Civil Code Section 2924b.
f
8.4 Further Encumbrances Prohibited. Owner shall not record or
cause or permit the recordation of any deed of trust; mortgage, lien or other instrument
creating a security interest in or to the Restricted-Unit (a "Further Encumbrance") other
than these Resale Restrictions, the First Lien a the Affordable Housing Deed of Trust.
9. Uses. The Restricted Unit sh I be used as the principal residence of
Owner and owner's family and may not rented or leased. Owner covenants and
agrees to devote, use, and maintain the estricted Unit in accordance with these Resale
Restrictions. All uses conducted on th Restricted Unit, including, without limitation, all
activities undertaken by the Owner p rsuant to these Resale Restrictions, shall conform
to all applicable provisions of fed al, state, and local laws, including the Huntington
Beach Municipal Code, and the C. y Housing Regulations.
d
10. Maintenance of/`1Jnit. Owner shall maintain the Restricted Unit in a
manner consistent with community standards which will uphold the value of the
Restricted Unit, in accor�` nce with the Huntington Beach Municipal Code. Owner
also shall comply with a,W applicable federal, state and local laws.
11. Effect of Violation of the Terms and Provisions of These Resale
Restrictions. /
11.1/ Covenants Run with the Land. These Resale Restrictions are
designed to cr ate equitable servitudes and covenants running with the Restricted
Unit, in acco dance with the provisions of Civil Code Section 1468, and the State
Density Bo s Law and the Huntington Beach Zoning and Subdivision Ordinance. The
covenants conditions, restrictions, reservations, equitable servitudes, liens and
charges et forth herein shall run with the Restricted Unit and shall be binding upon all
perso having any right, title or interest in the leasehold interest in the Restricted Unit,
or a- y part thereof, their heirs, successive owners and assigns; shall inure to the
be,efit of the City and its successors and assigns, shall be binding upon Owner, and its
ccessors and assigns; and may be enforced by City and its successors and assigns.
Owner hereby declares its understanding and intent that the burden of the covenants
9
21-10670/273450
224
set forth herein touch and concern the land and that the Owner's interest in the
Restricted Unit is rendered less valuable thereby. Owner hereby further declares its
understanding and intent that the benefit of such covenants touch and concern the
land by enhancing and increasing the enjoyment and use of the Restricted Unit by
Owner, and by furthering public purposes for City.
In amplification and not in restriction of the provisions herein ove, it is intended
and agreed that City is deemed a beneficiary of the agree nts and covenants
provided herein both for and in its own right and also for the purposes of protecting the
interests of the community. All covenants without regard to technical classification or
designation shall be binding for the benefit of City and uch covenants shall run in
favor of City for the entire period during which such co enants shall be in force and
effect, without regard to whether City is or remains an owner of any land or interest
therein to which such covenants relate. However, all such covenants and restrictions
shall be deemed to run in favor of all real proporty owned by the City which real
property shall be deemed the benefited property of such covenants. Furthermore, all of
the covenants, conditions, and restrictions contained herein shall also constitute
easements in gross running in favor of the pity. City shall have the right, in the event
of any breach of any such agreement or covenant, to exercise all the rights and
remedies, and to maintain any action at law or suit in equity or other proper
proceedings to enforce the curing of/such breach of agreement or covenant.
11.2 Notice of Default. Failure or delay by Owner to perform any term
or provision of these Resale Restriptions which is not cured within thirty (30) days after
receipt of notice from the City cgtstitutes a Default under these Resale Restrictions;
provided, however, if such Defa It is of the nature requiring more than thirty (30) days
to cure, Owner may avoid D fault hereunder by immediately commencing to cure
within such thirty (30) day eriod, and thereafter diligently pursuing such cure to
completion within sixty (60 days after the expiration of the initial thirty (30) day period,
for a total of ninety (90) ays. Failure or delay in giving notice by the City shall not
constitute a waiver of any Default, nor shall it change the time of Default.
11.3 ity's Remedies. Upon the declaration of a Default, the City
may (i) apply to court of competent jurisdiction for specific performance, for an
injunction prohibit- g any act or omission in violation of these Resale Restrictions,
or for any suchother relief as may be appropriate, (ii) exercise the City's rights
under these Resale Restrictions and the Affordable Housing Deed of Trust, including,
without limitation, foreclosure of the Restricted Unit, and (iii) pursue such other rights
and reme,(es permitted under these Resale Restrictions and by applicable law.
11.4 Prohibited Transfers Void. Any attempt by the Owner to make
a Prohibited Transfer of title to or any interest in the Restricted Unit in violation of these
Resa Restrictions shall be void and subject to rescission, specific performance, or
any other right or remedy available at law or in equity.
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2 1-1 067 0/27345 0
225
12. Governing Law. Owner hereby agrees to comply with all ordinance ,
rules and regulations of the City, including the City Housing Regulations. Nothin in
these Resale Restrictions is intended to be, nor shall it be deemed to be, a aiver
of any City ordinance, rule or regulation. These Resale Restrictions all be
governed by the laws of the State of California without regard to conf. t of law
principles. Any legal action brought under these Resale Restrictions must a instituted
in the Superior Court of the County of Orange, State of California, or;'n the Federal
District Court in the Central District of California.
13. Attorneys' Fees and Costs. If either Party to these, esale Restrictions
institutes any action against the other Party arising out of or in couinection with to these
Resale Restrictions, each Party shall bear its own attorney's fees'and costs of suit.
14. Severability. So long as the material barg in of the Parties may be
preserved, any provision of these Resale Restrictions a at is deemed to be illegal,
invalid or unenforceable by an arbitrator or court of 4ompetent jurisdiction shall be
ineffective to the extent of the invalidity or unenforciability of such provision and shall
be deemed stricken from these Resale Restriction,S. Any stricken provision shall not
affect the legality, enforceability or validity of the remainder of these Resale
Restrictions. If any provision of these Resale R strictions is stricken in accordance with
the provisions of this Section, then the stri cen provision shall be replaced, to the
extent possible, with a legal, enforceable aped valid provision that is as similar in tenor
and intent to the stricken provision as is legally possible. Any such invalidity or
unenforceability of any provision in a/ jurisdiction shall not invalidate or render
unenforceable such provision in any of r jurisdiction.
15. Exhibits. Each of he Attachments referenced in these Resale
Restrictions and attached hereto/is incorporated into these Resale Restrictions by
this reference as though fully s t forth in this Section.
IN WITNESS WHER OF, the Parties have caused this instrument to be
executed on their behalf by/their respective officers hereunto duly authorized as of the
date set forth above.
'%
OWNER: ,
S.G.V. Property F�'nd, LLC,
a California limit liability company
Jd
J
By:
Its.
By.
11
1-10670/273450
226
Its:
CITY:
CITY OF HUNTINGTON BEACH,
a California municipal corporation
Mayor
ATTEST:
City Clerk
AUTHORITY:
HOUSING AUTHORITY OF THE CITY OF UNTINGTON BEACH,
a public body corporate and politic /
By:
Chairperson
ATTEST:
Authority Clerk
APPROVED AS TO FrbRM:
City Attorney/A hority Counsel AV
INITIATED ' ND APPROVED:
City -nager
12
21-10670/273450
EXHIBIT A
LEGAL DESCRIPTION OF TWO AFFORDABLE UNITS
AT 17532 CAMERON LANE, HUNTINGTON BEACH SUBJECT
TO THE AFFORDABLE HOUSING COVENANT FOR
17532 CAMERON LANE, HUNTINGTON BEACH
(The Affordable Housing Covenant Is Exhibit C To Density Bonus And
Affordable Housing Agreement For 17532 Cameron Lane, Huntington Beach)
13
1-10670/273450
228
EXHIBIT B
NOTICE OF AFFORDABILITY RESTRICTION
(The Notice is an Exhibit to the Affordable Housing Cove nt,
which is Exhibit C to Density Bonus And Affordable Housing :greement
For 17532 Cameron Lane, Huntington Beach
14
21-10670/273450
229
Recording Requested By:
Housing Authority of
the City of Huntington Beach
2000 Main Street, 5th Floor
Huntington Beach, California 92648
Attention: Community Enhancement
SPACE ABOVE THIS LINE FOR RECORDE' S USE
/
NOTICE OF AFFORDABILITY RESTRICTIONS ON
TRANSFER OF PROPERTY
(Unit , 17532 Cameron Lane, Huntington Beach, CA 92648)
NOTICE IS HEREBY GIVEN by ("Owner"), owner of the
property located at 17532 Cameron La e, Unit , Huntington Beach, California
92648, Assessor's Parcel Map No. , and more particularly described in
Exhibit "A" attached hereto (the "Prop rty"), that:
1. On , 2022, he "Declaration of Conditions, Covenants and
Restrictions," were reco ded against the Property as Instrument No.
in th Office of the County Recorder of the County of
Orange (the "Resale strictions"). Further, concurrently with this Notice, a
"Deed of Trust with Assignments of Rents to Secure the Affordability
Restrictions on Tra sfer of the Property" ("Deed of Trust") was recorded
concurrently with t s Notice. Among other things, the Resale Restrictions, as
amended by the Peed of Trust, limit the price that the Property may be sold to
an "Affordable ousing Cost" for "Moderate Income Households," as those
terms are defin -d in the Resale Restrictions, and further defined in the current
Affordable Ho sing Regulations of the City of Huntington Beach and the Deed
of Trust.
2. The ad istration of the Resale Restrictions shall be governed by the
Afforda. e Housing Regulations of the City of Huntington Beach, dated
Augus 15, 2011, as they exist now and may be amended in the future.
3. In -ummary, the Property may only be sold to a "Moderate Income
H. sehold" at a price that does not exceed the "Affordable Housing Cost."
T e Affordable Housing Cost is the purchase price that results in monthly
ousing payments which do not exceed Thirty-Five Percent (35%) of
One Hundred Ten Percent (110%) of the current Orange County monthly
230
median income for a household equal to the number of bedrooms i► the unit
plus one (1) person. In determining monthly housing payments, e City will
assume principal and interest payments on a conventional ho► e mortgage
after paying a ten percent (10%) down payment. The mortg. •e interest rate
will be the prevailing Fannie Mae thirty (30) year mortgage rate, or a City-
selected equivalent. Monthly housing costs will also include homeowner's
association dues, utilities, homeowner's insurance, m 'ntenance costs and
property taxes. Further, a qualifying buyer of th Property shall be a
"Moderate Income Household" whose income doe not exceed Thirty-Five
Percent (35%) of One Hundred Ten Percent (110%) of the current Orange
County monthly median income for a household equal to the number of
bedrooms in the unit plus one (1) person.
4. The effect of relying on prevailing interest,rates to determine the Affordable
Housing Cost is to make the resale price/6f the Property sensitive to interest
rates. For example, if interest rates Ise, the resale price will fall, and if
interest rates fall, the resale price will 'se. This could result in the Affordable
Housing Cost decreasing below the oil
purchase price.
5. In the event that Owner decides t sell or otherwise Transfer of the Property,
Owner shall contact the City to obtain the current Affordable Housing Cost,
which shall be the maximum s es price of the Property. City shall provide the
Affordable Housing Cost ursuant to its current Affordable Housing
Regulations. Regarding the Affordable Housing Cost, Owner acknowledges
that:
OWNER, AND EACH SUCCESSOR, HEIR OR ASSIGN OF OWNER,
UNDERSTANDS THAT THE DETERMINATION OF THE
AFFORDABLE HOUSING COST CAN BE MADE ONLY AT THE
TIME OF A PROPOSED SALE OR OTHER TRANSFER OF THE
RESTRICTED UNIT, TAKING INTO CONSIDERATION PREVAILING
INTEREST RATES, THE OFFERED TERMS OF SALE, 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 SAME OR SIMILAR REAL PROPERTY WHICH IS NOT
ENCUMBERED BY THIS COVENANT. OWNER, AND EACH
SUCCESSOR, HEIR OR ASSIGN OF OWNER, FURTHER
ACKNOWLEDGES THAT AT ALL TIMES IN SETTING THE
TRANSFER PRICE, THE PRIMARY OBJECTIVE OF THE CITY AND
THESE RESALE RESTRICTIONS IS TO PROVIDE HOUSING TO
MODERATE INCOME HOUSEHOLDS AT AN AFFORDABLE
HOUSING COST.
231
6. The City shall approve a Transfer of the Property if such Transfer compli
with the Resale Restrictions.
7. The Property shall be owner-occupied at all times and shall not be leased or
rented. /
8. The Resale Restrictions imposed on the Property began on , 20_
and expire forty-five years later, on , 20_
This Notice is recorded for the purpose of providing notice only and does not modify
the provisions of the Resale Restrictions or the Deed of Trust.
Dated: By:
APPROVED AS TO FORM:
Dated: By:
City Attorney f
EXHIBIT A
LEGAL DESCRIPTION OF TWO AFFORDABLE UNITS
AT 17532 CAMERON LANE, HUNTINGTON BEACH SUBJECT
TO THE AFFORDABLE HOUSING COVENANT FOR
17532 CAMERON LANE, HUNTINGTON BEACH
(The Affordable Housing Covenant Is Exhibit C To Densit Bonus And
Affordable Housing Agreement For 17532 Cameron Lane, Huntington Beach)
13
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233
EXHIBIT C
PROMISSORY NOTE
(The Promissory Note is an Exhibit to the Affordable Housing Cov ant,
which is Exhibit C to Density Bonus And Affordable Housing Aqr ement
For 17532 Cameron Lane, Huntington Beach) e
/
15
-10670/273450
234
PROMISSORY NOTE TO SECURE
AFFORDABILITY RESTRICTIONS ON
TRANSFER OF PROPERTY
(Unit , 17532 Cameron Lane, Huntington Beach, CA 92648)
THIS PROMISSORY NOTE (the "Note") is dated this day of
, 2021, between ("Promissor" and the Housing
Authority of the City of Huntington Beach ("Authority") with refere e to the following
facts:
A. This Promissory Note is made in reference to that property in the City of
Huntington Beach, County of Orange, State of California, with the street address Unit
, 17532 Cameron Lane, Huntington Beach, California 92648, and the Assessor's
Parcel Map No. (the "Property").
B. On , 2022, the "Declaration of Conditions, Covenants and
Restrictions for Property," were recorded against the Property as Instrument No.
in the Office of the County Recorder of the County of Orange (the
"Resale Restrictions"). Among other things, the esale Restrictions limit the price that
the Property may be sold to an "Affordable Housing Cost" to "Moderate Income
Households," as those terms are defined in th Resale Restrictions, and further defined
in the Affordable Housing Regulations. Thy Affordable Housing Regulations, as they
may be amended from time to time, are/utilized to implement the provisions of the
Resale Restrictions.
C. The Affordable Sales P 'ce pursuant to the Resale Restrictions shall be
the purchase price that would result in monthly housing payments that do not exceed
Thirty-Five Percent (35%) of One Hundred Ten Percent (110%) of the current Orange
County monthly median income for a household equal to the number of bedrooms in the
Property plus one (1) person. i determining monthly housing payments, the City will
assume principal and interest payments on a conventional home mortgage after paying
a ten percent (10%) down payment. The mortgage interest rate will be the prevailing
Fannie Mae or Freddie Ma thirty (30) year mortgage rate, or a City-selected equivalent.
Monthly housing costs II also include homeowner's association dues, utilities,
homeowner's insurance, maintenance costs and property taxes. Further, a qualifying
buyer of the Property shall be a "Moderate Income Household" whose income does not
exceed Thirty-Five P rcent (35%) of One Hundred Ten Percent (110%) of the current
Orange County m thly median income for a household equal to the number of
bedrooms in the u it plus one (1) person.
The effect of relying on prevailing interest rates to determine the Affordable
Housing Cost is to make the resale price of the Property sensitive to interest rates. For
example, if i terest rates rise, the resale price will fall, and if interest rates fall, the resale
price will ri e. This could result in the Affordable Housing Cost decreasing below the
original p rchase price.
. Concurrently with executing this Note, Promissor has executed a Deed of
Trus securing and amending the Resale Restrictions (the "Authority of Deed of Trust").
21-10670/273454 1
235
E. Pursuant to the Resale Restrictions, the City has approved the transfer of
the Property to Promissor at an Affordable Housing Cost. To insure that any further
sale, transfer or assignment of the Property occurs with the City's approvAl and at an
Affordable Housing Cost, the City has required as a condition of the Promissor's
transfer of the Property that Promissor execute this Note.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Incorporation of Recitals. The recitals set forth above are incorporated by
reference as though fully set forth herein.
2. Amount of the Note.The Amount of this Note is the "Transfer Price" of the
Property, less the "Affordable Housing Cost." The Transfer Price shall be determined
according to the circumstances that cause the Amount of the Note to become due
pursuant to Section 3 of this Note. In the case of the sale of the Property without the
City's consent, the Transfer Price shall be the market sales price. In the case of the
financing or refinancing of the Property without' the City's consent, the Transfer Price
shall be the loan amount in excess of the las loan balance on the First Mortgage that
the City previously approved. In all other ases, the Transfer Price shall be the fair
market value of the Property as establishe by the Director of Economic Development
of the City pursuant to an appraisal. e term "Affordable Housing Cost" shall be
defined according to the current Affords e Housing Regulations as adopted by the City
of Huntington Beach.
Promissor promises to pay e Amount of this Note when due to the Housing
Authority at 2000 Main Street, P.O. Box 190, Huntington Beach, California 92648, or at
such other address as Authority may direct from time to time in writing. All sums
hereunder shall be payable in lawful money of the United States of America and all
sums shall be credited first to interest then due and the balance to principal.
3. Due on Sale, Transfer or Refinancing. Promissor agrees to notify the
Authority not less than thi (30) days prior to (i) the sale or transfer of the Property or
(ii) any financing or refin ncing of the Property. This Note shall be due and payable
upon (i) such sale or transfer without the City's consent, (ii) the financing or refinancing
of the Property without the City's consent, (iii) Promissor is no longer an occupant of the
Property, or (iv) Promissor is in material default of any other obligation under the Resale
Restrictions, or the Authority Deed of Trust.
4. Expiration of the Note Obligation. In the event Promissor does not sell or
transfer the Property, does not fail to occupy the Property, does not refinance, or is not
in material breach of any other provision of the Resale Restrictions or the Authority
Deed of Trust before the forty-fifth (45) anniversary of the date of this Note, Promissor
shall have no obligation to pay the Note Amount to Authority upon later sale, transfer or
refinancin of the Property.
Default. The entire unpaid Amount of this Note shall be due and payable
in full ' the event of a default. The following shall be deemed to be an event of default:
21-10670/273454 2
236
i
(i.) The City determines that the Promissor h made a
misrepresentation to obtain the benefits of purchase of the Property or in
connection with its obligations under the Resale Restrictions;
(ii.) The Promissor fails to occupy the Property as required
pursuant to the Resale Restrictions and the Authori Deed of Trust, and
such failure continues following written notice by the ity and sixty (60) days
opportunity to cure following the date of such notic ,
(iii.) The Promissor rents the Prope in violation of the Resale
Restrictions and the Authority Deed of Tru , and such failure continues
following written notice by the City and sixty 60) days opportunity to cure;
(iv.) The Promissor fails to provide information to the City
necessary to determine Promissor's co pliance with the requirements of the
Resale Restrictions;
(v.) The Promissor makes a transfer of the Property in violation of
the Resale Restrictions;
(vi.) The Promissor herwise fails to comply with the requirements
of the Resale Restriction , and such violation is not corrected to the
satisfaction of the City wit in thirty (30) days after the date of written notice
by the City to the Trustor f such violation;
(vii.) A notice/Of default is issued under the First Mortgage Loan or
other financing secured by the Property;
(viii.) A lien is recorded against the Property other than the lien of a
bona fide mortga e loan.
(ix.) omissor places a mortgage on the Property without the prior
approval of t e Authority.
(x.)/ Promissor declares bankruptcy or makes an assignment of
assets fot`the benefit of creditors.
,(:(i.) The Promissor fails to pay any real property taxes or
insurance premiums on the Property as they become due.
(xii.) Promissor continues to materially breach the Resale
Restrictions or the Authority Deed of Trust, following the City or the
Authority giving notice of the breach and an opportunity to cure.
(viii.) Promissor fails to pay the Note Amount when due.
6. This Note is secured by a concurrently executed Deed of Trust, to the City
of Huntington Beach, as Trustee, executed by Promissor in favor of the Authority.
1-10670/273454 3
237
U'
7. Notice. All payments, notices, consents, waivers and other
communications under this Agreement must be in writing and shall be deemed to have
been given when (a) delivered by hand, or, (b) when received by the address , if sent
by a nationally recognized overnight delivery service (receipt requested), in ach case
addressed as set forth below:
If to PROMISSOR: If to AUTHORITY:
Housing Authority of the
17532 Cameron Lane, Unit City of Huntington Beach
Huntington Beach, CA 92648 2000 Main Street
Huntington Beach, CA 92648
Attn: City Clerk
and
Deputy Director of Community Development
City of Huntington Beach
2000 Main Street, 5th Floor
Huntington Beach, CA 92648
/
8. Governing Law. This Agreement is governed by and shall be construed in
accordance with the laws of the State of C fornia without giving effect to the conflict of
laws principles thereof. The parties agre o personal jurisdiction in the State Courts in
Orange County, California and specifical waive any claims of forum non-conveniens.
9. Modification. This Agreement shall not be amended or modified, except in
writing, signed by both parties.
10. Successors and As i ns. This Agreement shall be binding upon and inure
to the benefit of the successor and assigns under this Note. This Note shall not be
assigned without the express ritten consent of Authority.
•21-10670/273454 4
238
PROMISSOR
Dated: By:
HOUSING AUTHORITY OF THE CITY OF
HUNTINGTON BEACH
Dated: By:
Deputy Director of Community Development
APPROVED AS TO FORM:
Dated: By:
C. y Attorney
21-10670/273454 5
239
EXHIBIT D
AFFORDABLE HOUSING DEED OF TRUST
(The Affordable Housing Deed of Trust is an Exhibit to the Affordable
Housing Covenant, which is Exhibit C to Density Bonus And Affordable H sing
Agreement For 17532 Cameron Lane, Huntington Beach)
16
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240
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Sections 6103 and 27383
Recording Requested By:
Housing Authority of
the City of Huntington Beach
2000 Main Street, 5th Floor
Huntington Beach, California 92648
Attention: Community Enhancement
/
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEED OF TRUST WITH ASSIGNMENTS OF REPANTS TO SECURE
RESALE RESTRICTIONS ON TRANSFER OF PROPERTY
(Unit , 17532 Cameron Lane, Huntington Beach, CA 92647)
THIS DEED OF TRUST is made this day of , 2022
by and among (the "1-fa ,stor") whose address is Unit ,
17532 Cameron Lane, California 92647 ("Trstor") and the CITY OF HUNTINGTON
BEACH, a municipal corporation (the "Trus e") and the HOUSING AUTHORITY OF
THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the
"Beneficiary"), whose address is 2000 M 'n Street, Huntington Beach, California 92648,
with reference to the following facts:
A. This Deed of Trust is made in reference to that property in the City of
Huntington Beach, County of Orange, State of California, described legally in the Legal
Description attached hereto as ,Exhibit "A" and incorporated herein with the street
address Unit , 17532 Cam on Lane, Huntington Beach, California, 92647, and the
Assessor's Parcel Map No. (the "Property").
B. The City has adopted an Inclusionary Housing Ordinance (the
"Inclusionary Ordinance," urrently Section 230.26 of the City Zoning Code).
C. On 2022, the "Declaration of Conditions, Covenants
and Restrictions for Property," were recorded against the Property as Instrument No.
in the Office of the County Recorder of the County of Orange (the "Resale
Restrictions"). ong other things, the Resale Restrictions limit the price that the
Property may b sold to an "Affordable Housing Cost" to "Moderate Income Households,"
as those ter are defined in the Resale Restrictions, and further defined in the
Affordable H using Regulations. The Affordable Housing Regulations, as they may be
amended f m time to time, are utilized to implement the provisions of the Resale
Restrictio s.
D. The Affordable Sales Price pursuant to the Resale Restrictions shall be
the purchase price that would result in monthly housing payments that do not exceed
21-10670/272585 1
241
Thirty-Five Percent (35%) of One Hundred Ten Percent (110%) of the current range
County monthly median income for a household equal to the number of bedro s in the
Property plus one (1) person. In determining monthly housing payments, e City will
assume principal and interest payments on a conventional home mortgage fter paying a
ten percent (10%) downpayment. The mortgage interest rate will be the prevailing
Fannie Mae or Freddie Mac thirty (30) year mortgage rate, or a City-selected equivalent.
Monthly housing costs will also include homeowner's association dues, utilities,
homeowner's insurance, maintenance costs and property taxes./Further, a qualifying
buyer of the Property shall be a "Moderate Income Household" hose income does not
exceed Thirty-Five Percent (35%) of One Hundred Ten Perc nt (110%) of the current
Orange County monthly median income for a household equal to the number of
bedrooms in the unit plus one (1) person. `
The effect of relying on prevailing interest rates to determine the Affordable Sales Price is
to make the resale price of the Property sensitive to interest rates. For example, if
interest rates rise, the resale price will fall, and if interest rates fall, the resale price will
rise. This could result in the Affordable Sale Price decreasing below the original
purchase price.
E. The administration of the Resale Restrictions, as modified by this Deed
of Trust, shall be governed by the Affordable Housing Regulations of the City of
Huntington Beach, as they exist now and may be amended in the future.
F. Pursuant to this D d of Trust, the Resale Restrictions expire on
, 20_ (the "Expiration Date" .
NOW, THEREFORE, T USTOR HEREBY irrevocably grants, transfers and
assigns, to Trustee, in trust w' h power of sale of the Property, together with (a) all
buildings, improvements and fixtures, now or hereafter placed thereon, it being
understood and agreed tha all classes of property attached or unattached used in
connection herewith shall ` deemed fixtures, (b) rents, issues and profits thereof, (c)
any water rights and/or st k are appurtenant or pertain to said land, and (d) all sums of
money payable on the urchase price of the Property secured by a lien thereon or
payable under any agr ement for the sale thereof, SUBJECT, HOWEVER, to the right,
power and authority reinafter given to and conferred upon Beneficiary to collect and
apply such rents, is ues and profits, and all sums of money payable on the purchase
price of the Propert secured by a lien thereon or payable under any agreement.
A. /FOR THE PURPOSE OF SECURING:
/
1. by a Payment of the indebtedness evidenced promissorynote
Y
executed by Trustor concurrently with this Deed of Trust (the "City Note"). The Amount
of the Cit Note is the "Transfer Price" of the Property, less the "Affordable Housing
Cost." e calculation of the Amount is set forth with specificity in the Note, which is on
file wit the Community Development Department of the City of Huntington Beach.
1-10670/272585 2
242
I
I
/ I
2. Performance of each and every obligation, covenant, promise
and agreement of the Resale Restrictions.
B. TO PROTECT THE SECURITY OF THIS DEED OF TRUST,
TRUSTOR AGREES:
1. Restriction on Resale or Transfer of Prope .
Trustor agrees for itself, and its successors and assigns, and every successor
to Trustor's interest in the Property, or any part thereof u it the Expiration Date, to
perform all obligations due under the Resale Restrictio , as those obligations are
restated and modified as set forth below:
(a) The Property shall only be o ed and occupied by persons or
families of "Moderate Income." "Moderate Incom " shall mean persons or families
earning one hundred twenty percent (120%) or le of Orange County median income,
adjusted for appropriate family size.
(b) The Property may only/De sold to "Moderate Income" households
at an "Affordable Housing Cost," as those terrhs are further defined in Affordable Housing
Regulations. Generally, those Regulations define Affordable Housing Cost to mean that
purchase price which would result in mo thly housing payments, which do not exceed
Thirty-Five Percent (35%) of One Hund ed Ten Percent (110%) of the current Orange
County monthly median income for a household equal to the number of bedrooms in the
unit plus one (1) person. In determining monthly housing payments, the City will assume
principal and interest payments on a conventional home mortgage after paying a ten
percent (10%) downpayment. The mortgage interest rate will be the prevailing Fannie
Mae thirty (30) year mortgage r , or a City-selected equivalent. Monthly housing costs
will also include homeowner' association dues, utilities, homeowner's insurance,
maintenance costs and property taxes.
The effect of relying on prevailing interest rates to determine the
Affordable Housing Cost is to make the resale price of the Property sensitive to interest
rates. For example, if i erest rates rise, the resale price will fall, and if interest rates fall,
the resale price will ri e. This could result in the Affordable Housing Cost decreasing
below the original pu hase price of the Property.
( The Trustor shall further comply with the Affordable Housing
Regulations.
(d) No transfer of the Property shall occur until the City of Huntington
Beach dete Ines (a) that the proposed purchaser intends to occupy the Property as the
proposed urchaser's principal residence, (b) that the proposed purchaser is a person or
family o Moderate Income, and (c) that the proposed transfer occurs at an Affordable
Housing Cost. The City of Huntington Beach shall not be obligated to approve a transfer
until and unless the proposed purchaser has submitted to the City of Huntington Beach
21-10670/272585 3 243
such information and completed such forms as the City of Huntington Beach shall,
request to certify the proposed purchaser's intent with respect to its residency of t -
Property and its gross income, and the proposed purchaser has submitted an affi• .vit
disclosing and certifying the amount of the proposed purchase price. P ..r to
conveyance of the Property, each approved purchaser shall submit to th- City of
Huntington Beach an executed disclosure statement which certifies that the purchaser is
aware that the purchaser may only sell the unit at an Affordable Housi► • Cost to a
Moderate Income person or family, that the maximum permitted sales price may be less
than fair market value and that the unit must be owner-occupied at all times and cannot
be rented or leased.
TRUSTOR AND EACH SUCCESSOR, HEIR OR ASSIGN OF TRUSTOR
UNDERSTANDS THAT THE DETERMINATION OF THE AFFORDABLE
HOUSING COST CAN BE MADE ONLY AT THE TIME OF THE
PROPOSED TRANSFER, TAKING INTO CON IDERATION INTEREST
RATES, THE TERMS OF SALE OFFERED AND THE ECONOMIC
CIRCUMSTANCES OF THE PROPOSED URCHASER AND OTHER
FACTORS THAT CANNOT BE ACCURAT LY PREDICTED, AND THAT
THE TRANSFER PRICE PERMITTED EREUNDER MAY BE LESS
THAN THE FAIR MARKET VALUE OF HE PROPERTY AND MAY NOT
INCREASE OR DECREASE IN T E SAME MANNER AS OTHER
SIMILAR REAL PROPERTY WHIC IS NOT ENCUMBERED BY THIS
RESTRICTION. TRUSTOR A EACH SUCCESSOR, HEIR OR
ASSIGN OF TRUSTOR FURT. ER ACKNOWLEDGES THAT AT ALL
TIMES IN SETTING THE TRANSFER PRICE THE PRIMARY
OBJECTIVE OF THE BENEFICIARY AND THIS DEED OF TRUST IS TO
PROVIDE HOUSING TO LIGIBLE PERSONS OR FAMILIES AT AN
AFFORDABLE HOUSING OST.
Trustor Initials Trustor Initials
(e) The ity of Huntington Beach may impose any conditions on the
approval of any transfer the Property as it determines are reasonably necessary for
the effective administra - n of its Affordable Housing Program. Such conditions may
include, but are not imited to, requiring the prospective purchaser to sign: (i) a
promissory note in f vor of the City by which he or she agrees to pay any excess
proceeds of sale or,/in excess rental proceeds to the City, and (ii) a deed of trust on the
Property securing oth the Resale Restrictions and the promissory note.
(f) The Trustor shall occupy the Property as the Trustor's principal
place of resi 'ence and shall not lease or rent the Property. The Trustor shall provide an
annual wri n certification to the City that the Trustor is occupying the Property as his or
her princ. al place of residence, and that the Trustor is not renting the Property to
another party.
21-10670/272585 4
244
(g) The Resale Restrictions shall run with the land and hall
automatically terminate and be of no further force or effect on , 20
2. Defaults.
(a) The following events shall constitute a Default b,he Trustor
under the Resale Restrictions:
(1) The City determines that the Trustor has made a
misrepresentation to obtain the benefits of purchase of the Property or in connection
with its obligations under the Resale Restrictions;
(2) The Trustor fails to occupy the Property as his or her
principal place of residence as required pursuant to Section 1(f) above, and such
failure continues following written notice by the City and sixty (60) days opportunity to
cure following the date of such notice;
(3) The Trustor rents the Property in violation of Section 1(f)
above, and such failure continues following written notice by the City and sixty (60)
days opportunity to cure;
(4) The Trustor f ils to provide information to the City
necessary to determine Trustor's compy ce with the requirements of the Resale
Restrictions;
(5) The Trustor transfers the Property in violation of the
Resale Restrictions;
(6) Th 4 Trustor otherwise fails to comply with the
requirements of the Resale Rrictions, and such violation is not corrected to the
satisfaction of the City within thirty (30) days after the date of written notice by the City
to the Trustor of such violation;
( A notice of default is issued under the First Mortgage
Loan or other financing ecured by the Property;
(8) A lien is recorded against the Property other than the
lien of a bona fide ortgage loan.
(9) Trustor places a mortgage on the Property in violation of
Section 9 below; or
(10) Trustor declares bankruptcy or makes an assignment of
assets for the benefit of creditors.
(b) Upon a declaration of Default by the City under the Resale
Re ictions, the City may exercise any remedies at law or in equity, including without
Ii tation, any or all of the following, none of which shall be an exclusive remedy:
l
21-10670/272585 5 245
(1) Declare the City Note due and payable without furt er i
demand and accelerate payments due under the City Note;
(2) Invoke the power of sale under this Deed of Trust;
(3) Apply to a court of competent jurisdiction for such relief
at law or in equity as may be appropriate;
(4) Take such enforcement action as i authorized under
the Huntington Beach Municipal Code; and
(5) Declare a Default under the Ci y Note and this Deed of
Trust and pursue all City remedies under the City Note and the City Deed of Trust.
3. Notice of Default and Foreclosure.
A request for notice of default and any no ' e of sale under any deed of trust
or mortgage with power of sale encumbering the P operty shall be recorded by the City
in the Office of the Recorder of the County of Or nge. The City may declare a Default
under this Resale Agreement upon receipt of ny notice given to the City pursuant to
Civil Code section 2924b, and may exercise i s rights as provided in Sections 2 and 4.
In the event of default and forecibsure, the City shall have the same right as
the Trustor to cure defaults and redeepf the Property prior to the foreclosure sale.
Nothing herein shall be construed as Creating any obligation of the City to cure any
such default, nor shall this right to cure and redeem operate to extend any time
limitations in the default provisions of the underlying deed of trust or mortgage.
If the City failed to fil the request for notice of default, the City's right to
purchase the Property shall co mence from the date a notice of default is given by the
City to the Trustor.
4. Purchase Option Upon Default.
Notwithstandi g, and in addition to the remedies provided the City in
Section 2, the Trustor ereby grants to the City the option to purchase the Property
following written noti e by the City to the Trustor of the declaration of a Default by the
City under the Res e Restrictions. This option to purchase is given in consideration of
the economic berfits received by the Trustor resulting from ownership of the Property
made possible y the City's Affordable Housing Program.
Th City shall have thirty (30) days after a Default is declared to notify the
Trustor and he First Lender of its decision to exercise its option to purchase under this
Section 4. Not later than ninety (90) days after the notice is given by the City to the
Trustor the City's intent to exercise its option under this Section 4, the City shall
purchas the Property for the Affordable Housing Cost calculated in the manner set
forth in Section 1.
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5. Restrictions on Foreclosure Proceeds.
If a creditor acquires title to the Property through a deed in lie of
foreclosure, a trustee's deed upon sale, or otherwise, the Trustor shall not be e itled
to the proceeds of sale to the extent that such proceeds otherwise payabl to the
Trustor when added to the proceeds paid or credited to the creditor exceed the
Affordable Housing Cost. The Trustor shall instruct the holder of such excess
proceeds to pay such proceeds to the City in consideration of the benefyti received by
the City through purchase of the Property under the City's Inclusionary Housing
Program.
6. Restrictions on Insurance Proceeds.
If the Property is damaged or destroyed and the Tr stor elects not to rebuild
the Property, the Trustor shall pay the City the portion of any insurance proceeds
received by the Trustor for such destruction or damage which is in excess of the
Affordable Housing Cost calculated pursuant to Section 2 above.
7. Superiority of Resale Restrictions.
The Trustor covenants that he or she s all has not, and will not, execute any
other agreement with provisions contradicto to or in opposition to the provisions
hereon, and that, in any event, the Resale R strictions are controlling as to the rights
and obligations between and among the Trustor, the City and their respective
successors.
8. Subordination.
(a) Notwithstanding a provision herein, the Resale Restrictions shall
not diminish or affect the rights of e First Lender under the First Lender Deed of Trust
or any subsequent First Lender eeds of trust hereafter recorded against the Property
in compliance with the Resale V estrictions.
(b) The City y subordinate the Resale Restrictions and this Deed of
Trust to the lien of a First ender Deed of Trust, in which case the Resale Restrictions
and this Deed of Trust all not impair the rights of the First Lender, or such lender's
assignee or successor n interest, to exercise its remedies under the First Lender Deed
of Trust by the Trus r. Such remedies under the First Lender Deed of Trust include
the right of foreclo ure or acceptance of a deed or assignment in lieu of foreclosure.
After such foreclosure or acceptance of a deed in lieu of foreclosure, the Resale
Restrictions a d this Deed of Trust shall be forever terminated and shall have no
further effect s to the Property or any transferee thereafter; provided, however, if the
holder of s ch First Lender Deed of Trust acquires title to the Property pursuant to a
deed or ssignment in lieu of foreclosure, the Resale Restrictions and this Deed of
Trust s all automatically terminate upon such acquisition of title, only if (i) the City has
been iven written notice of default under such First Lender Deed of Trust with a sixty
(60 day cure period, (ii) the City shall not have cured the default within such sixty (60)
day period or commenced to cure and given its firm commitment to complete the cure
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p
in form and substance acceptable to the first lender, or (iii) the City shall not have
exercised its option to purchase the Property pursuant to Section 4 above within uch
sixty (60) day period and then proceeded diligently to cure the default within si y (60)
days of acquiring title to the Property.
9. Refinance of First Mortgage Loan; Further Encumbrance of Property.
Trustor may not refinance of the first mortgage on the Property and/or add a second
mortgage on the Property without approval of the City. The City shall only approve
refinancing in compliance with the Affordable Housing Regulations.
10. Interpretation of Resale Restrictions.
The terms of the Resale Restrictions shall b interpreted so as to avoid
speculation on the Property and to ensure to the extent ossible that its sales price and
mortgage payments remain affordable to Moderate Inc e Households.
11. Covenants Running with the Land.,
(a) Trustor hereby subjects the P perty to the covenants and restrictions
set forth in the Resale Restrictions. Trustor ereby declares its express intent that the
covenants and restrictions set forth in e Resale Restrictions shall be deemed
covenants running with the land in perp uity, shall pass to, and be binding upon all
parties having any interest in the Prope throughout the term of the Resale Restrictions.
Each and every contract, deed, le e or other instrument covering, conveying or
otherwise transferring the Property r any interest therein, as the case may be, shall
conclusively be held to have be executed, delivered and accepted subject to the
Resale Restrictions regardless of whether the other party or parties to such contract have
actual knowledge of such Resa Restrictions.
(b) The Trusto and the City hereby declare their understanding and intent
that: (i) the covenants a restrictions contained in the Resale Restrictions shall be
construed as covenants unning with the land pursuant to California Civil Code section
1468 and not as conditions which might result in forfeiture of title by Trustor; (ii) the
burden of the covenants and restrictions set forth in the Resale Restrictions touch and
concern the Property in that the Trustor's legal interest in the Property may be rendered
less valuable thereby; and (iii) the benefit of the covenants and restrictions set forth in the
Resale Restrict' ns touch and concern the land by enhancing and increasing the
enjoyment an use of the Property by eligible purchasers, the intended beneficiaries of
such covens is and restrictions.
(c) All covenants and restrictions contained herein in the Resale
Restrict' ns without regard to technical classification or designation shall be binding upon
Trusto for the benefit of the City and eligible purchasers and such covenants and
rest( tions shall run in favor of such parties for the entire period during which such
co nants and restrictions shall be in force and effect, without regard to whether the City
i the owner of any land or interest therein to which such covenants and restrictions
relate.
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12. Trustor's Acknowledgement of Resale Restrictions.
Trustor hereby acknowledges and agrees that:
(1) Trustor hereby subjects the Property to cert,in restrictions and
limits the price for which Trustor may sell the Property and the per •ns to whom Trustor
may sell the Property. The Affordable Housing Cost and other %rovisions contained in
the Resale Restrictions restrict the full benefits of owning the P,•perty. Trustor may not
enjoy the same economic or other benefits from owning the ' operty that Trustor would
enjoy if the Resale Restrictions did not exist.
(2) Absent the provisions of the I'clusionary Ordinance and the
provisions of the Resale Restrictions, the Property ould not be made available to
Moderate Income Households at the Affordable Hou g Cost, including Trustor.
(3) Trustor understands all of the provisions of the Resale
Restrictions. In recognition of the acknowle. •ments and agreements stated in this
Section 12, Trustor accepts and agrees to the provisions of the Resale Restrictions with
the understanding that upon the transfer o the Property, the Resale Restrictions will
expire on , 20_, and will re :in in full force and effect as to the Property
until such expiration date.
Trustor Initials Trustor Initials
13. Non-Discriminati•' .
(a) Trustor coven.,nts by and for itself, its successors and assigns, and all
persons claiming under or th •ugh them that there shall be no discrimination against or
segregation of any person . group of persons on account of race, color, religion, sex,
marital status, national ore in or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure, or a joyment of the said property, nor shall Trustor itself or any
person claiming under through it, establish or permit any such practice or practices of
discrimination or segr-gation with reference to the selection, location, number, use or
occupancy of tenant, lessees, subtenants, sublessees, or vendees in the Property.
(b) rustor and its successors and assigns, shall refrain from restricting the
rental or lease permitted by Trustor) or sale of the Property on the basis of race, color,
religion, sex, • arital status, national origin or ancestry of any person. All such deeds,
leases or ••ntracts shall contain or be subject to substantially the following
nondiscrimi'ation or nonsegregation clauses:
(1) 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
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segregation of, any person or group of persons on account of race color,
religion, sex, marital status, national origin or ancestry in the sa • , lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the :nd herein
conveyed, nor shall the grantee himself or herself or any per:on claiming
under or through him or her, establish or permit any such pract e or practices
of discrimination or segregation with reference to the se -ction, location,
number, use or occupancy of tenants, lessees, subten- ts, sublessee or
vendees in the land herein conveyed. The foregoing coy, nants shall run with
the land."
(2) In leases: "The lessee herein coven. ts by and for himself or
herself, his or her heirs, executors, administrators - d assigns, and all persons
claiming under or through him or her, and this ease is made and accepted
upon and subject to the following conditions:
"There shall be no discrimination - •ainst or segregation of any
person or group of persons on acc. nt of race, color, religion, sex,
marital status, ancestry or nation. origin in the leasing, subleasing,
transferring, use, occupancy, te'ure or enjoyment of the premises
herein leased nor shall the les--e himself or herself, or any person
claiming under to through hi , or her, establish or permit any such
practice or practices of disc mination or segregation with reference
to the selection, location, number, use or occupancy of tenants,
lessees, sublessees, su• enants or vendees in the premises herein
leased."
(3) In contracts: " here shall be no discrimination against or
segregation of, any pers%n, or group of persons on account of race, color,
religion, sex, marital status, ancestry or national origin, in the sale, lease,
sublease, transfer, us-, occupancy, tenure or enjoyment of the premises, nor
shall the transferee h' self or herself or any person claiming under or through
him or her, establis or permit any such practice or practices of discrimination
or segregation w' reference to the selection, location, number, use or
occupancy of t- ants, lessees, subtenants, sublessee or vendees of the
premises."
(c) Nothi • in this Section 13 shall be construed to authorize the rental or
lease of the Property ' such rental or lease is not otherwise permitted.
(d) T-e covenants in this paragraph shall run with the land in perpetuity.
14. No violation or breach of the covenants, conditions, restrictions,
provisions or I. itations contained in this Deed of Trust shall defeat or render invalid or in
any way imp-it the lien or charge of any mortgage or deed of trust or security interest.
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15. Trustor has made certain representations and disclosures as a
requirement under the Resale Restrictions in order to induce Beneficiary to approv he
sale of the Property to Trustor. In the event that Trustor has made any terial
misrepresentation or failed to disclose any material fact regarding said tra action,
Beneficiary at its option and without notice, shall have the right to declare material
breach of the Resale Restrictions and the Note. Beneficiary may make a written
declaration of default and demand for sale as to paragraph No. 6 herein set forth.
Trustee, upon presentation to it of an affidavit signed by Beneficiary s tting forth facts
showing a default by Trustor under this paragraph, is authorized to cept as true and
conclusive all facts and statements therein, and to act thereon hereunder.
16. All covenants without regard to technical clas ification or designation
shall be binding for the benefit of the Beneficiary and such cov nants shall run in favor of
the Beneficiary for the entire period during which some cov nants shall be in force and
effect, without regard to whether the Beneficiary is or remains an owner of any land or
interest therein to which such 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 benefi iaries of those covenants against
discrimination which may be enforced at law or in a ity at any time in perpetuity.
17. Upon default by Trustor in t obligations of the City Note, in the
performance of any obligation under this Deed/6f Trust, the Resale Restrictions, or under
the terms of any First Lender's Deed of Trust which is or appears to be prior or superior
to this Deed of Trust, Beneficiary may declare all sums secured by this Deed of Trust
immediately due and payable by delivering to Trustee of a written declaration of default
and demand for sale and a written notice of default and election to sell the Property.
Default in the payment of any indeXedness secured by this Deed of Trust, in the
obligation of the Note, or in the perf rmance of any agreement under this Deed of Trust
constitutes a default only under thi Deed of Trust and the Note and does not constitute a
default under the First Deed of rust. Trustee shall cause the notice of default to be
recorded. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, and all
documents evidencing any a 'itional expenditures secured by this Deed of Trust. After
the lapse of such time as en may be required by law following recordation of such
notice of default, and noti of sale having been given as then required by law, Trustee,
without demand on Tru or, shall sell the Property at the time and place fixed by it in
such notice of sale, w ether as a whole or in separate parcels, and in such order as it
may determine, at ublic auction to the highest bidder qualified under said Resale
Restrictions and this Deed of Trust in lawful money of the United States, payable at time
of sale. Trustee may postpone sale of all or any portion of the Property by public
announcement at such time and place of sale, and from time to time thereafter may
postpone such sale by public announcement at the time fixed by the preceding
postponement. Trustee shall deliver to such purchaser its Deed conveying the Property
so sold, ut without any covenant or warranty, express or implied. The recital in such
Deed o any matters of fact shall be conclusive of the truthfulness thereof. Any person,
includ' g Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such
sale. Trustee may also sell at any such sale and as part thereof any shares of corporate
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stock securing the obligations secured hereby, and Trustor waives demand and notice of
such sale. (Beneficiary at its option may also foreclose on such shares by independent
pledge sale, and Trustor waives demand and notice of such sale.) After deducting all
costs, fees and expenses of Trustee, and of this Trust, including cost of evidence of title
in connection with this sale, Trustee shall apply the proceeds of sale to payment, f)" t; all
sums expended under the terms hereof, not then repaid, with accrued interest at/the rate
then payable under the First Lender Deed of Trust secured hereby, and then of all other
sums secured hereby, and, if there are any proceeds remaining, shall distribute them to
the person or persons legally entitled thereto.
18. Trustor shall keep the Property in good condition d repair; to allow
Beneficiary or its representatives to enter and inspect the Prope at all reasonable
times and access thereto, shall be permitted for that purpose; not. o remove or demolish
any building thereon; not to make alterations thereto without the consent of the
Beneficiary; to suffer or permit no change in the general natuye of the occupancy of the
Property without Beneficiary's written consent; to complete or restore promptly and in
good workmanlike manner any building which may be constructed, damaged or
destroyed thereon, including, without restricting the generality of the foregoing, damage
from termites and dry-rot; to pay when due all claims r labor performed and materials
furnished in connection with the Property and not to ermit any mechanic's lien against
the Property; to comply with all laws affecting the P operty or requiring any alterations or
improvements to be made thereon; not to ' itiate or acquiesce in any zoning
reclassification without Beneficiary's written c sent; not to commit or permit waste
thereon; not to commit, suffer or permit any a upon the Property in violation of the law;
to paint, cultivate, irrigate, fertilize, fumigate, prune, and do all other acts that from the
character or use of the Property may be reasonably necessary; and to promptly pay all
amounts due others upon agreements of lease or conditional sale of all fixtures,
furnishings and equipment located therre6n.
19. Trustor shall provid'and maintain in force at all times with respect to
the Property, fire and other types insurance as may be required by Beneficiary. All of
such insurance shall have a los payable endorsement in favor of Beneficiary, shall be
for a term and in form, content,, mount and in such companies as may be satisfactory to
Beneficiary, and the policies therefore shall be delivered to and remain in possession of
Beneficiary as further security for the faithful performance of these trusts. At least thirty
(30) days prior to the expiration of any such insurance policy, a policy or policies
renewing or extending such expiring insurance shall be delivered to Beneficiary together
with written evidence showing payment of the premium therefore and, in the event any
such insurance policy and evidence of the payment of the premium therefore are not so
delivered by Trustor to Beneficiary, Trustor by executing this Deed of Trust specifically
requests Beneficiary to obtain such insurance and Beneficiary, without obligation to do
so, without no ' e to or demand upon Trustor and without releasing Trustor from any
obligation her-of, may obtain such insurance through or from any insurance agency or
company a. eptable to it, pay the premium thereof, and may add the amount thereof to
the indeb -dness secured hereby, which amount shall bear a like rate of interest.
Benefici. may furnish to any insurance agency or company, or any other person, any
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information contained in or extracted from any insurance policy delivered to Beneficiary
pursuant hereto and any information concerning the loan secured hereby. ether
Trustee nor Beneficiary shall be responsible for such insurance or for the coll tion of
any insurance monies, or for any insolvency of any insurer or insurance unde riter. In
case of insurance loss, Beneficiary is hereby authorized either (a) to sett) and adjust
any claim under the insurance policies provided for in this document witho the consent
of the Trustor, or (b) to allow Trustor to agree with the insurance comps or companies
on the amount to be paid upon the loss. In either case, the Beneficiary is authorized to
collect and make receipt of any such insurance money. If Trustor is obligated to restore
or replace the damaged or destroyed buildings or improvements der the terms of any
lease or leases which are or may be prior to the lien of this eed of Trust and such
damage or destruction does not result in cancellation or termi aton of such lease, such
proceeds, after deducting therefrom any expenses incurred in the collection thereof, shall
be used to reimburse the Trustor for the cost of rebuildin or restoring the buildings or
improvements on said premises. In all other cases, suc nsurance proceeds shall either
be applied for the cost of the rebuilding or restoring e buildings or improvements on
said premises. Such buildings and improvements sh 11 be so restored or rebuilt as to be
of at least equal value and substantially the same haracter as prior to the damage or
destruction, and shall be in a condition satisfact to Beneficiary. Such application or
release shall not cure or waive any default or otice of default hereunder or invalidate
any act done pursuant to such notice. Any an all unexpired insurance shall inure to the
benefit of, and pass to the purchaser of, the roperty conveyed at any Trustee sale held
hereunder.
20. Trustor shall pay: (a at least ten (10) days before delinquency, all
general and special City and County xes, and all assessments on appurtenant water
stock, affecting the Property, (b) hen done, all special assessments for public
improvements, without permitting any improvement bond to issue for any special
assessment, (c) when done, all e cumbrances, charges and lines, with interest, on the
Property, or any part thereof, which are or appears to be prior to superior hereto, (d) if
the security of this Deed of Trust is leasehold estate, to make any payment or do any act
required of the Lessee or its successor in interest under the terms of the instrument or
instruments creating said II asehold, (e) all costs, fees and expenses of this trust, (f) for
any statement regarding/ the obligation secured hereby any amount demanded by
Beneficiary not to exce d the maximum allowed by law thereof at the time when such
request is made, (g such other charges for services rendered by Beneficiary and
furnished at Trusto s request or that of any successor in interest to Trustor as the
Beneficiary may deem reasonable.
/21. Should Trustor fail to make any payment or do any act as provided in
this Deed of rust, the Beneficiary or Trustee, but without obligation to do so and without
notice to demand upon Trustor and without releasing Trustor from any obligation
hereof, y (a) make or do the same in such manner and to such extent as either may
deem n cessary to protect the security hereof, Beneficiary or Trustee being authorized to
enter pon the Property for such purposes, (b) commence, appear in, or defend any
actin or proceeding purporting to affect the security hereof or the property covered by
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this Deed of Trust, or the rights or powers of Beneficiary or Trustee, (c) pay, purchase,
contest or compromise any encumbrance, charge or lien, which in the judgment of either
is or appears to be prior or superior hereto, and (d) in exercising any such powers, pay
necessary expenses, employ counsel and pay his reasonable fees. Trustor rees to
repay any amount so expended on demand of Beneficiary, and any amounts expended
may be added by Beneficiary to the indebtedness secured hereby and sh bear a like
rate of interest.
22. Trustor shall appear in and defend any action or pro eeding purporting
to affect the security hereof or the Property which is covered by this eed of Trust, or the
rights or powers of Beneficiary or Trustee, and whether or not rustor so appears or
defends, to pay all costs and expenses, including cost of evide e of title and attorney's
fees in a reasonable sum, in any such action or proceedi in which Beneficiary or
Trustee may appear by virtue of being made a party defen nt or otherwise irrespective
of whether the interest of Beneficiary or Trustee in the Pr erty is directly questioned by
such action, including any action for the condemnation partition of said premises, and
in any suit brought by Beneficiary to foreclose this Dee of Trust.
23. Trustor shall pay immediately and, ithout demand, all sums expended
under the terms of this Deed of Trust by Benefi9(ary or Trustee, with interest from the
date of expenditure at the rate which the principal obligation secured hereby bears at the
time such payment is made, and the repayment of such sums shall be secured hereby.
24. Should Trustor or any successor in interest to Trustor in the Property
drill or extract, or enter into a lease f r drilling or extraction of oil, gas or other
hydrocarbon substances or any mineral f any kind or character, or sell, convey, further
encumber, or alienate the Property, o any party thereof, or any interest therein, or be
divested of his title or any interest th rein in any manner or way, whether voluntarily or
involuntarily, Beneficiary shall have the right, at its option, to declare any obligations
secured hereby irrespective of the maturity date specified in any Note evidencing the
same, immediately due and payable, and no waiver of this right shall be effective unless
in writing.
25. Any awar settlement or damages for injury or damages to the
Property, or in constructio with the transaction financed by such loan, and any award of
damages in connection ith any condemnation for public use of or injury to the Property,
or any part thereof, is ereby assigned and shall be paid to Beneficiary, who may apply
or release such moni s received by it in such manner and with the same effect as above
provided for the dis sition of proceeds of fire or other insurance.
26. y accepting payment of any sums secured by this Deed of Trust after
its due date, o by making any payment, performing any act on behalf of Trustor, that
Trustor was bligated hereunder, but failed, to make, or perform, or by adding any
payment s made by Beneficiary to the indebtedness secured hereby, Beneficiary does
not waive its right either to require prompt payment when due of all other sums so
secured r to declare a default for failure so to pay.
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27. At any time, or from time to time, without liability of the Beneficiary o
Trustee thereof, and without notice, upon written request of Beneficiary and presenta ' n
of this Deed of Trust and the Note secured hereby for endorsement, and without aff ting
the personal liability of any person for payment of the indebtedness secured hereby, or i
the lien of the Deed of Trust upon the remainder of the Property for the full amount of the
indebtedness then or thereafter secured hereby, or the rights or powers of Beneficiary or
the Trustee with respect to the remainder of the Property, Trustee may: (a)/econvey any
part of the Property, (b) consent to the making of any map or plat thereof, (c) join in
granting any easement thereon, (d) join in any agreement subordinating the lien or
charge hereof.
28. The lien hereof shall remain in full force rid effect during any
postponement or extension of time of payment of the indebte ness secured hereby, or
any part thereof.
29. As additional security, Trustor irrevocably assigns to Beneficiary the
rents, issues, and profits of the Property for the puoses and upon the terms and
conditions set forth below. This assignment shall not°impose upon Beneficiary any duty
to produce rents from the property affected by this ed of Trust, or cause Beneficiary to
be (a) "mortgages in possession" for any purpos , (b) responsible for performing any of
the obligations of the lessor under any lease; or c) responsible for any waste committed
by lessees or any other parties, for any dangerous or defective condition of the property
affected by this Deed of Trust, or for any gligence in the management, upkeep, or
control of such rights to rents, issues an profits is not contingent upon, and may be
exercised without possession of, the prop rty affected by this Deed of Trust.
Beneficiary confers upon Tr stor a license ("License") to collect and retain the
rents, issues and profits of the prop rty affected by this Deed of Trust as they become
due and payable, until the occurrence of a default hereunder. Upon such default, the
License shall be automatically revoked and Beneficiary may collect and retain the rents,
issues and profits without notic and without taking possessions of the property affected
by this Deed of Trust. Thise
ght to collect rents, issues and profits shall not grant to
Beneficiary or Trustee the rig to possession, except as otherwise provided herein; and
neither said right, nor termination of the License, shall impose upon Beneficiary or
Trustee the duty to produce rents, issues or profits or maintain all or any part of the
Property affected by thi Trust Deed. If Trustor shall default as aforesaid, Trustor's right
to collect any such oney shall cease and Beneficiary shall have the right, with or
without taking possession of the property affected hereby, to collect all rents, issues,
royalties and profits and shall be authorized to, and may, without notice and irrespective
of whether declaration of default has been delivered to Trustee and without regard to the
adequacy of the security for the indebtedness secured hereby, either personally or by
attorney or gent without bringing any action or proceeding, or by receiver to be
appointed the Court, enter into possession and hold, occupy, possess and enjoy the
Property ake, cancel, enforce and modify leases, obtain and eject tenants, and set and
modify rents and terms of rents, and to sue, and to take, receive and collect all or any
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part of the said rents, issues, and profits of the property affected hereby, and after paying
such costs of maintenance, operation of the Property, and of collection include g
reasonable attorneys' fees, as in its judgment it may deem proper, to apply the ba nce
upon any indebtedness then secured hereby, the rents, issues, royalties and profits of
the Property being hereby assigned to Beneficiary for said purposes. The acc tance of
such rents, issues, royalties and profits shall not constitute a waiver of an other right
which Trustee or Beneficiary may enjoy under this Deed of Trust or and the laws of
California. Failure of or discontinuance by Beneficiary at any time, or from time to time,
to collect any such rents, issues, royalties or profits shall not in any manner affect the
subsequent enforcement by Beneficiary of the right, power and authority to collect the
same. The receipt and application by said Beneficiary of all such r nts, issues, royalties
and profits pursuant hereto, after execution and delivery of de aration of default and
demand for sale as hereinafter provided, or during the pe.dency of Trustee's sale
proceedings hereunder, shall not cure such breach or default nor affect sale
proceedings, or any sale made pursuant thereto, but such rents, issues, royalties and
profits, less all costs of operation, maintenance, collection and reasonable attorneys'
fees, when received by Beneficiary, shall be applied,)ri reduction of the indebtedness
secured hereby, from time to time, in such order as Beneficiary may determine. Nothing
contained herein, nor the exercise of the right by neficiary to collect, shall be, or be
construed to be, an affirmation by Beneficiary of ny tenancy, lease or option, nor an
assumption of liability under, nor subordination o the lien or charge of this Deed of Trust
to, any such tenancy, lease or option.
30. If the security of this Deed of Trust is a leasehold estate, the Trustor
agrees that: (a) the term "Lease" as used herein shall mean the lease creating the
"leasehold estate"' (b) Trustor shall not amend, change or modify his leasehold interest,
or the Lease, or agree to do so, withou the written consent of the Beneficiary; (c) Trustor
will promptly advise Beneficiary regar ng any notice, request or demand received by him
from the lessor under the Lease an promptly furnish Beneficiary with a copy of any such
notice, request or demand; (d) as ng as any of the indebtedness secured hereby shall
remain unpaid, unless the Beneficiary shall otherwise consent thereto in writing, the
leasehold estate shall not merge with the fee title but shall always be kept separate and
distinct, notwithstanding the ion of said estates in any party; (e) Trustor agrees that it
will promptly, strictly, and aithfully perform, fulfill, and comply with all covenants,
agreements, terms, condi 'ons and provisions under any lease affecting the premises
and to neither do anyt mg, nor to permit anything to be done which may cause
modification or termina ' n of any such lease or of the obligations of any lessee or person
claiming through suc ease or the rents provided for therein or the interest of the lessor
or the Beneficiary t erein or thereunder. Trustor further agrees he will not execute a
Deed of Trust or ortgage which may be or become superior to any leasehold estate
that is security f, this Deed of Trust. In the event of a violation of any of the covenants
set forth in thi 'paragraph, Beneficiary shall have the right, at its option, to declare all
sums secure hereby immediately due and payable. Consent to or waiver of one of said
violations s ll not be deemed to be a consent to or waiver of any other violation. If the
security fo this Deed of Trust is a leasehold estate, the term "property" as used in this
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Deed of Trust shall be deemed to mean the leasehold estate whenever the context so
requires for the protection of the Beneficiary.
31. Trustor waives, to the fullest extent permissible by law, the right to plead
any statute of limitations as a defense to any demand secured hereby. /
32. Beneficiary may, from time to time, by instrument in writing substitute a
successor or successors to any Trustee named herein or acting hernder, which
instrument, executed and acknowledged by Beneficiary and recorded i he office of the
recorder of the county or counties where the Property is situated, all be conclusive
proof of property substitution of such successor Trustee or Trustee , who shall, without
conveyances from the Trustee predecessor, succeed to all its title, estate, rights, powers
and duties, including but not limited to the power to reconvey the'whole or any part of the
property covered by this Deed of Trust. Such instrument mt.jit contain the name of the
original Trustor, Trustee and Beneficiary hereunder, the bo9k and page where this Deed
of Trust is recorded. If notice of default shall haveeen recorded, this power of
substitution cannot be exercised until after the costs, fees and expenses of the then
acting Trustee shall have been paid to such Trustee, ho shall endorse receipt thereof
upon such instrument. The procedures herein prov. ed for substitution of Trustee shall
not be exclusive of other provisions for substitution rovided by law.
33. This Deed of Trust applies t , inures to the benefit of, and binds all
parties hereto, their heirs, legatees, devisees administrators, executors, successors and
assigns. The term "Beneficiary" shall mea the owner and holder, including pledgee, of
the Note secured hereby, whether or not names as Beneficiary herein. In this Deed of
Trust, whenever the context so requires, the masculine gender includes the feminine
and/or neuter, and the singular number includes the plural.
34. That in the event of a demand for, and the preparation and delivery of a
written statement regarding the bligations secured by this Deed of Trust pursuant to
Sections 2943 and 2954 of th Civil Code of California, Beneficiary shall be entitled to
make a reasonable charge, not exceeding the maximum amount which is permitted by
law at the time the state ent is furnished. Beneficiary may also charge Trustor a
reasonable fee for any of er services rendered to Trustor or rendered in Trustor's behalf
in connection with the roperty of this Deed of Trust, including changing Beneficiary's
records, pertaining to is Deed of Trust in connection with the transfer of the Property, or
releasing an existi policy of fire insurance or other casualty insurance held by
Beneficiary and re acing the same with another such policy.
35. Trustee accepts this Trust when this Deed of Trust, duly executed and
acknowledg is made a public record as provided by law. Trustee is not obligated to
notify any arty hereto of pending sale under any other Deed of Trust or of any action or
proceed. g in which Trustor, Beneficiary, or Trustee shall be a party unless brought by
Trustee'.
/
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36. Any notice which any party hereto may desire or be required to give to
the other party shall be in writing. The mailing thereof must be certified mail addresse
to the Trustor at his address hereinabove set forth or to the Beneficiary at his office o at
such other place as such parties hereto may designate in writing.
THE UNDERSIGNED TRUSTOR REQUESTS that a copy of any otice of
default and of any notice of sale hereunder be mailed to him at his address h reinbefore
set forth.
TRUSTOR
Dated: By:
/
HOUSING AUTHORITY OF THE CITY OF
HUNTINGTON BEACH
Dated: By:
Deputy Director of Community Development
/CITY OF HUNTINGTON BEACH
By:
Dated: Deputy Director of Community Development
APPROVED AS TO FORM:
By:
City Attorney
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258
EXHIBIT D
TO DENSITY BONUS AND AFFORDABLE HOUSING AGREEMENT
FOR 17532 CAMERON LANE,HUNTINGTON BEACH
(Density Bonus and Affordable Housing Agreement Release Agreement)
21-10670/279 :1
-15-
259
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
(SPACE ABOVE THIS LINE FOR R ORDER'S USE)
This Unit Release is recorded at the requ-- and for the benefit of
the City of Huntington Beach and is xempt from the payment
of a recording fee pursuant to Gov- ment Code Sections 6103
27383.
RELEASE OF DENSITY BONUS AND AFFORDABLE HOU G AGREEMENT
This RELEASE (the "Release") is being entered into by nd between the CITY OF
HUNTINGTON BEACH, a California municipal corporate (the "City"), and S.V.G.
Property Fund, LLC, a California limited liability comp y (the "Owner"). City and
Owner are hereinafter sometimes referred to col ctively as the "Parties" and
individually as a "Party."
RECITAL :
A. City is a municipal corporation and charter city organized and existing
pursuant to the Constitution and laws of the :tate of California.
B. Owner and/or its succes-ors and assigns is the owner in fee of that
certain real property located at 175 Cameron Lane, Huntington Beach, and more
particularly described in the legal description attached hereto as Exhibit "A" (the
"Property").
C. On or about , 2022, Owner and City entered into that certain
Density Bonus and Affor%able Housing Agreement (the "Affordable Housing
Agreement") relating to th- Property, recorded on , 2022, as Instrument
No. of the O. icial Records for Orange County, California. Pursuant to the
Agreement, Owner ha developed the Property as an eighteen (18) unit residential
community to be su•:ivided as a condominium development. Further, the Owner
agreed to include in he Project two (2) units that will be sold at an Affordable Housing
Cost to Moderate I' come Households, consisting of two (2), two-bedroom units, with the
remaining units t% be sold at market prices.
D. ursuant to the Affordable Housing Agreement, when the Owner has sold
all of the A oordable Units on the Property pursuant to the terms and conditions of the
Affordabl- ousing Agreement, Owner and City may execute and record or cause to be
execute• and recorded for the benefit of Owner and/or its successors and assigns
this R: ease, whereupon the Property would be released from the terms and
condi ons of the Affordable Housing Agreement.
2 0670/279185 -1- 260
COVENANTS:
Based upon the foregoing Recitals, which are incorporated herein by t s
reference, and for good and valuable consideration, the receipt and sufficien of
which is acknowledged by both parties, Owner and City agree as follows:
1. From and after the date that this Release is recorded, the Property shall
be released from, not be burdened by any of the provisions of the Affordable Housing
Agreement.
2. Nothing in this Release terminates or releases, or shall be deemed or
construed to terminate or release, the Affordable Housing Covenant recorded against
each Affordable Unit owned in fee by a Qualified Purch ser or said Qualified
Purchaser's successor in interest or assignee.
3. This Release shall not constitute evidence of compliance with or
satisfaction of any obligation of Owner to any holder o a mortgage, or any insurer of
a mortgage, securing money loaned to finance the nstruction or operation of work
on Property, or any part thereof.
4. No later than ten (10) days after r ceipt by Owner of a conformed copy
of the executed Release from the Orange ounty Recorder's Office, Owner shall
deliver a copy of said conformed copy City at the address identified in the
Affordable Housing Agreement for delive . of notices.
IN WITNESS WHEREOF, City ha/executed this Release as of this day of,
CITY OF HUNTINGTON BEACH,
a California municipal corporation
By:
Its:
ATTEST:
City Clerk
APPROVED AS TO FORM:
OFFICE OF HUNTINGTON BEACH
CITY ATTORNEY
MICHAEL E. GATES, City Attorney mil Dated: , 20
21-10670/279185 -2-
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
On ,before me, , Notary Public
same in his/her/their authorized capacity(ies), and that by hi• er/their signature(s)on the
instrument the person(s), or the entity upon behalf of whi• the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the ws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Notary 'ublic
A
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ATTACHMENT 1 TO UNIT RELEASE
LEGAL DESCRIPTION OF RELEASED UNIT(S)
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