HomeMy WebLinkAbout14 FIRST AMENDMENT COVENTRY COURTAgenda Item 14
Reviewed: ~"~
AGEl`1DA ~:EPORT City Manager
Finance Director i/A
MEETING DATE: MARCH 20, 2012
TO: JEFFREY C. PARKER, CITY MANAGER
FROM: CITY MANAGER'S OFFICE
SUBJECT: FIRST AMENDMENT TO REGULATORY AGREEMENT AND DECLARATION
OF RESTRICTIVE COVENANTS AND FIRST AMENDMENT TO
SUPPLEMENTAL REGULATORY AGREEMENT FOR THE TUSTIN LEGACY
COVENTRY COURT PROJECT
SUMMARY
Authorization is requested for amendments to the Regulatory Agreement and
Supplemental Regulatory Agreement for the Tustin Coventry Court Project at Tustin
Legacy with Tustin Coventry Seniors, LP.
RECOMMENDATION
It is recommended that the City Council take the following actions:
A. Approve and authorize the City Manager, or his designee, to execute the First
Amendment to Regulatory Agreement and Declaration of Restrictive Covenants.
B. Approve and authorize the City Manager, or his designee, to execute the First
Amendment to Supplemental Regulatory Agreement.
2. It is recommended that the City Council Acting as the Successor Agency to the
Tustin Community Redevelopment Agency approve and authorize the Executive
Director, or his designee, to execute the First Amendment to Regulatory Agreement
and Declaration of Restrictive Covenants.
3. It is recommended that the Tustin Housing Authority approve and authorize the
Executive Director, or his designee, to execute the First Amendment to Regulatory
Agreement and Declaration of Restrictive Covenants.
FISCAL IMPACT
There are no additional fiscal impacts anticipated beyond those identified in the original
Regulatory Agreement and Supplemental Regulatory Agreement.
Agenda Report
March 20, 2012
Page 2
BACKGROUND
On September 30, 2010, the City, the Tustin Community Redevelopment Agency and
Tustin Coventry Seniors, LP. ("Developer") entered into a Regulatory Agreement and
Declaration of Restrictive Covenants ("Regulatory Agreement") and a Supplemental
Regulatory Agreement ("Supplemental Regulatory Agreement") related to the anticipated
issuance by California Statewide Communities Development Authority ("CSCDA") of
multi-family revenue bonds for the development of one hundred fifty-three (153) very-low,
low and moderate income affordable units within the senior citizen Coventry Court project
at Tustin Legacy. On December 1, 2010, the Developer entered into a Regulatory
Agreement and Declaration of Restrictive Covenants (State Regulatory Agreement) with
CSCDA and Wells Fargo Bank, National Association as Trustee, relating to the issuance
of 2009 Series A-8 Affordable Multifamily Housing Revenue Bonds to construct Coventry
Court. The Developer subsequently entered into a First Amendment to the State
Regulatory Agreement on January 1, 2011.
In reviewing requirements set forth in the agreements executed between the City and the
Developer and the Developer and CSCDA, an issue has arisen with conflicting
requirements between the agreements and IRS guidance since tax credits are involved in
the development. The issue is related to circumstances under which eviction of a tenant
would be required or a requirement to increase rents that might be authorized after initial
occupancy if a tenant's income eligibility changes over time. It has, therefore, become
necessary to amend the Regulatory Agreement and Supplemental Regulatory Agreement
to clarify when an affordable household, who is no longer income eligible for the unit they
are occupying, is required to move. Section 3.7 of the Regulatory Agreement is being
amended to add language further defining the circumstances as to when an affordable
household is required to move.
The passage of Assembly Bill 1X 26 ("Dissolution Act") and AB 1X 27 and the State
Supreme Court's December 29, 2011 decision to uphold the Dissolution Act and to
invalidate AB 1X 27 resulted in the Tustin Community Redevelopment Agency (Agency)
becoming dissolved, effective February 1, 2012. On January 17, 2012, the City chose to
become and serve as the "successor agency" to the dissolved Agency under the
Dissolution Act. In addition, the City Council declined the assumption of housing assets
and functions of the Agency and selected the Tustin Housing Authority to assume the
assets and functions.
The parties to the original Regulatory Agreement were the City, the Agency and the
Developer. As a result of the Dissolution Act, an amendment is necessary to the
Regulatory Agreement ("First Amendment to Regulatory Agreement") to modify the
parties to include the City of Tustin, the City of Tustin Acting as the Successor Agency to
the Tustin Community Redevelopment Agency, the Tustin Housing Authority and the
Developer. The parties to the First Amendment to Supplemental Regulatory Agreement
Agenda Report
March 20, 2012
Page 3
will not change and will remain as the City and the Developer. Staff will be available to
answer any questions the City Council may have.
~~ `
Christine A. Shingleton
Assistant Executive Director
Attachments: 1. First Amendment to Regulatory Agreement
2. First Amendment to Supplemental Regulatory Agreement
CITY OF TUSTIN OFFICIAL BUSINESS
DOCUMENT EXEMPT FROM
RECORDING FEES PER GOVERNMENT
CODE SECTIONS 6103 AND 27383
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: City Clerk
(Space above this line for Recorder's Office Use Only)
FIRST AMENDMENT TO REGULATORY AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
This FIRST AMENDMENT TO REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS ("First Amendment to Regulatory
Agreement") is made and entered into as of March 20, 2012, by and among the CITY OF TUSTIN,
a municipal corporation ("City"), and the CITY OF TUSTIN ACTING AS THE SUCCESSOR
AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY
("Successor Agency"), and the TUSTIN HOUSING AUTHORITY, a public body corporate and
politic ("Authority" or "Successor Housing Agency"), and TUSTIN COVENTRY SENIORS, LP,
a California limited partnership ("Developer"). Unless the context otherwise requires, the capitalized
terms used herein shall have the respective meanings assigned to them in the hereinafter defined
Regulatory Agreement.
RECITALS
A, City, Developer and the Tustin Community Redevelopment Agency, a public body,
corporate and politic ("Agency"), entered into that certain Regulatory Agreement and Declaration of
Restrictive Covenants dated as of September 30, 2010 and recorded in the Official Records of
Orange County on October 12, 2010 as Document No. 2010-000514068 ("Regulatory Agreement"}.
B. Further, City, Developer and Agency entered into that certain Supplemental
Regulatory Agreement and Declaration of Restrictive Covenants dated as of September 30, 2010 and
recorded in the Official Records of Orange County on October 12, 2010 as Document No.
2010-000514067 ("Supplemental Regulatory Agreement"}.
C. The Agency was established as a community redevelopment agency that was
previously organized and existing under the California Community Redevelopment Law, Health and
Safety Code Sections 33000, et seq. ("CRL"), and previously authorized to transact business and
exercise the powers of a redevelopment agency pursuant to action of the City Council
("City Council") of the City.
D. The Authority is a housing authority pursuant to the California Housing Authority
Law, Health and Safety Code Section 34200, et seq. ("HAL").
DOCSOCI l 539560v4/200350-0003
E. Assembly Bill xl 26 added Parts 1.8 and 1.85 to Division 24 of the California Health
& Safety Code, which laws cause the dissolution and wind down of all redevelopment agencies
("Dissolution Act").
F, On December 29, 2011, in the petition California Redevelopment Association v,
Matosantos, Case No. 5194861, the California Supreme Court upheld the Dissolution Act and
thereby all redevelopment agencies in California are subject to the Dissolution Act and were
dissolved as of and on February 1, 2012.
G. The Agency is now a dissolved community redevelopment agency pursuant to the
Dissolution Act.
H. By a resolution considered and approved by the City Council at an open public
meeting on January 17, 2012 the City chose to become and serve as the "successor agency" to the
dissolved Agency under the Dissolution Act.
I. As of and on and after February 1, 2012, the City serves as the "Successor Agency"
and will perform its functions as the successor agency under the Dissolution Act to administer the
enforceable obligations of the Agency and otherwise unwind the Agency's affairs, ail subject to the
review and approval by aseven-member Oversight Board formed thereunder.
J. By a resolution considered and approved by the City Council at an open public
meeting on January 17, 2012 pursuant to Section 34176 of the Dissolution Act, the City declined to
assume the housing assets and functions of the Agency and selected the Authority to so assume such
housing assets and functions, and on such date also pursuant to Section 34176 the Authority accepted
and assumed the housing assets and functions of the Agency and as of February 1, 2012 became and
serves as the "Successor Nousing Agency" of the former Agency pursuant to the Dissolution Act.
K. The Regulatory Agreement is an asset of the former Agency transferred and assumed
by the Authority, and the Authority will act and perform the duties and obligations of the former
Agency under the Regulatory Agreement and has all rights and benefits of the former Agency under
the Regulatory Agreement subject to the provisions of the Dissolution Act, including Sections 34176
and 34181 thereof.
L. The Regulatory Agreement provides that, in certain circumstances, apartment units in
the Project must be rented at an Affordable Rent that is lower than the rent the Developer would
otherwise be able to charge to tenants of such apartment units.
M. City, Successor Agency, Authority, and Developer desire to enter into this
First Amendment to Regulatory Agreement to IimiC the apartment units in the Project subject to such
provisions, as more fully set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
undertakings set forth in the Regulatory Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the City and the Developer hereby agree
as follows:
2
DOCSOC/ 1534560v4/2003 50-0003
2. Amendment to Section 3.7 of the Regulatory Agreement.
(a} Section 3.7.1 of the Regulatory Agreement is hereby amended to add the following
sentence at the end of Section 3.7.1:
"Notwithstanding the foregoing, the Developer's obligations pursuant to the
preceding sentence shall apply only with respect to those Low Income Units
(from among the 61 Low Income Units in Project} and Moderate Income Units
(from among the 56 Moderate Income Units in Project) that contain the same number
of bedrooms as the apartment unit occupied by the household no longer qualifying as
a Very Law Income Household."
(b) Section 3.7.2 of the Regulatory Agreement is hereby amended to add the following
sentence at the end of Section 3.7.2:
"Notwithstanding the foregoing, the Developer's obligations pursuant to the
preceding sentence shall apply only with respect to those Moderate Income Units
(from among the 56 Moderate Income Units in Project) that contain the same number
of bedrooms as the apartment unit occupied by the household no longer qualifying as
a Very Low Income Household."
(c} Section 3.7.3 of the Regulatory Agreement is hereby amended to add the following
sentence at the end of Section 3.7.3:
"Notwithstanding the foregoing, the Developer's obligations pursuant to the
preceding sentence shall apply only with respect to those Moderate Income Units
(from among the 56 Moderate Income Units in Project} that contain the same number
of bedrooms as the apartment unit occupied by the household no longer qualifying as
a Low Income Household."
(d} Section 3.7.4 of the Regulatory Agreement is hereby amended to add the following
sentence at the end of Section 3.7.4:
"Notwithstanding the foregoing, the Developer's obligations pursuant to this
Section 3.7.4 shall apply only with respect to those apartment units in the Project that
contain the same number of bedrooms as the apartment unit occupied by the
household no longer qualifying as a Very Low Income Household, Low Income
Household or Moderate Income Household, as applicable."
3. Miscellaneous.
(a} No Other Modifications. Except as amended by this First Amendment to Regulatory
Agreement, the Regulatory Agreement shall remain in full force and effect.
(b} Defined Terms. Capitalized terms not defined in this First Amendment to Regulatory
Agreement shall have the meanings given to them in the Regulatory Agreement (or as applicable the
Supplemental Regulatory Agreement.}
(c} Recording and Filing, City, Successor Agency, Authority, and Developer shall cause
this First Amendment to Regulatory Agreement to be recorded against the Property in the Official
3
DOCSOC! 1539560v4t200350-0003
Records of Orange County in conformity with Section 12 of the Regulatory Agreement and in
accordance therewith Developer shall pay all fees and charges incurred in connection with such
recording.
(d) Governing Law. This First Amendment to Regulatory Agreement shall be governed
by the laws of the State of California.
(e) Interpretation. In the event there is a conflict between the terms of the Regulatory
Agreement andlor the Supplemental Regulatory Agreement and this First Amendment to Regulatory
Agreement, the terms of this First Amendment to Regulatory Agreement shall control. References to
"Regulatory Agreement" from and after the date that this First Amendment to Regulatory Agreement
is recorded in the Official Records of Orange County shall mean and include the Regulatory
Agreement as amended by this First Amendment to Regulatory Agreement.
(f) Severability. If any provision of this First Amendment to Regulatory Agreement
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
portions of this First Amendment to Regulatory Agreement shall not in any way be affected or
impaired thereby.
(g) Counterparts. This First Amendment to Regulatory Agreement may be executed in
any number of counterparts, each of which shall constitute one original and all of which shall be one
and the same instrument.
(h) Cast Reimbursement. Pursuant to City Council Resolution No. 08-60 that establishes
the City's Comprehensive Schedule of Fees and as a condition precedent to execution and
recordation of this First Amendment to Regulatory Agreement, Developer shall reimburse and pay to
the City the actual costs and fees incurred by the City, Successor Agency, and/or Authority in
connection with negotiation, preparation and completion of this First Amendment to Regulatory
Agreement and any and all related documents for services provided by the City Attorney,
Special Counsel, City, Successor Agency, and/or Authority staff, and outside consultant costs.
remainder of page left intentionally blank; signature page follows)
4
DOCSOC! 1539560v41200350-0003
IN WITNESS WHEREOF, City, Successor Agency, Authority, and Developer have
executed this First Amendment to Regulatory Agreement by duly authorized representatives, all on
the date first written above.
ATTEST:
CITY CLERK
Pamela Stoker
APPROVED AS TO FORM:
WOODRUFF SPRADLIN & SMART
David E. Kendig, Esq., City Attorney
ATTEST:
AUTHORITY SECRETARY
Pamela Stoker
APPROVED AS TO FORM:
WOODRUFF SPRADLIN & SMART
David E. Kendig, Esq., Authority Legal Counsel
CITY:
CITY OF TUSTIN, a California municipal;
corporation
By:
Jeffrey C. Parker, City Manager
or Authorized Designee
AUTHORITY:
TUSTIN HOUSING AUTHORITY,
a public body, corporate and politic
By:
Jeffrey C. Parker, Executive Director
or Authorized Designee
5
DOCSOC! 1539560v4l200350-0003
(Signatures for continue on next page]
ATTEST:
CITY CLERK TO SUCCESSOR AGENCY
Pamela Stoker
APPROVED AS TO FORM:
Stradling Yocca Carlson & Routh,
Special Counsel
SUCCESSOR AGENCY:
CITY OF TUSTIN ACTING AS SUCCESSOR
AGENCY TO TUSTIN COMMUNITY
REDEVELOPMENT AGENCY
By:
Jeffrey C. Parker, Executive Director
or Authorized Designee
DEVELOPER:
TUSTIN COVENTRY SENIORS, LP,
a California limited partnership
By: Western Community Housing, Inc., a California
nonprofit public benefit corporation, its
Managing General Partner
By:
Graham Espley-Janes, President
By: Tustin Coventry Seniors, LLC, a California
limited liability company, its Administrative
General Partner
By:
Kasey Burke, Manager
6
DOCSOCl1539560v41200350-0003
STATE OF CALIFORNIA
COUNTY OF
ss
On 2012, before me, Notary
Public, personally appeared ,who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed Che same in his/her/their authorized capacity(ies),
and that by hislher/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
DOCSOC(I 539560v4/200350-0003
STATE OF CALIFORNIA
COUNTY OF
ss
On , 2012, before me, Notary
Public, personally appeared ,who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/herltheir authorized capacity(ies),
and that by hislher/their signature(s) on the instrument the persons}, 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
DOC SOC! 1539560v4l2003 50-0003
STATE OF CALIFORNIA
COUNTY OF
ss
On 2012, before me, , Notary
Public, personally appeared ,who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by hislherltheir 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
DOC SOC/1539560v4l2003 50-0003
STATE OF CALIFORNIA
COUNTY OF
ss
On 2012, before me, Notary
Public, personally appeared ,who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Notary Public
DOCSOC/ 1539560v4/200350-0003
STATE OF CALIFORNIA
COUNTY OF
ss
On 2012, before me, Notary
Public, personally appeared ,who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Notary Public
DOCSOC/ 1539560v4/2003 50-0003
EXHIBIT A
LEGAL DESCRIPTION
That certain real properly located in the City of Tustin, County of Orange, State of California,
and Legally described as follows;
Lot 265 of Tract No. 16581, in the City of Tustin, County of Orange, State of California, as
shown on the map recorded in Book 877 Pages 33 through 50 inclusive Miscellaneous Maps,
in the Office of the County Recorder of Orange County.
Excepting therefrom all oil, oil rights, mineral rights, natural gas rights, and other
hydrocarbons by whatsoever name known, geothermal steam and all products derived from
any of the foregoing, that may be within or under the parcel of land hereinabove described,
together with the perpetual right of drilling, mining or exploring and operating therefore and
storing in and removing same from said land or any other land, including the right to
whipstock or directionally drill or mine from lands other than those hereinafter described, oil
or gas wells, tunnels and shafts into, through or across the subsurface of the land hereinabove
described, and to bottom such whipstocked or directionally drilled wells, tunnels and shafts
under and beneath or beyond the exterior limits thereof, and to redrili, retunnel, equip,
maintain, repair, deepen and operate any such wells or mines without, however, the right to
drill, mine, store, explore or operate through the surface or the upper 500 feet of the
subsurface of the land., as reserved by Moffett Meadows Partners, LLC, by deed recorded
July 25, 2005 as Instrument Nos. 2005000590846, 2005000591024 and 2005000591381,
all of Official Records.
A-1
DOC SOC/ 1539560v4/200350-0003
CITY OF TUSTIN OFFICIAL BUSINESS
DOCUMENT EXEMPT FROM
RECORDING FEES PER GOVERNMENT
CODE SECTIONS 6103 AND 27383
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: City Clerk
(Space above this line for Recorder's Office Use Only)
FIRST AMENDMENT TO SUPPLEMENTAL REGULATORY AGREEMENT
This FIRST AMENDMENT TO SUPPLEMENTAL REGULATORY AGREEMENT
("First Amendment to Supplemental Regulatory Agreement") is made and entered into as of
March 20, 2012, by and between the CITY OF TUSTIN, a municipal corporation ("City"} and
TUSTIN COVENTRY SENIORS, LP, a California limited partnership ("Developer"). Unless the
context otherwise requires, the capitalized terms used herein shall have the respective meanings
assigned to them in the hereinafter defined Supplemental Regulatory Agreement.
RECITALS
A. City, Developer, and the Tustin Community Redevelopment Agency, a public body,
corporate and politic ("Agency"), entered into that certain Regulatory Agreement and Declaration of
Restrictive Covenants dated as of September 30, 2010 and recorded in the Official Records of
Orange County on October 12, 2010 as Document No. 2010-000514068 ("Regulatory Agreement").
B. Further, City and Developer entered into that certain Supplemental Regulatory
Agreement and Declaration of Restrictive Covenants dated as of September 30, 2010 and recorded in
the Official Records of Orange County on October 12, 2010 as Document No. 2010-000514067
("Supplemental Regulatory Agreement"}.
C. The Regulatory Agreement is an asset of the Tustin Housing Authority, a public body
corporate and politic, ("Authority"), which entity serves as the successor housing agency pursuant to
Assembly Bill xl 26 as codified in Division 24, Parts 1.8 and 1.85 of the California Health and
Safety Code ("Dissolution Act"}. Pursuant to the Dissolution Act (i} the Agency became a dissolved
redevelopment agency, (ii) the City elected to become, serve, and act as the "Successor Agency" to
the former Agency, (iii) the Authority assumed the housing assets and function of the former
Agency. The City, Authority, and Successor Agency, as applicable, will act and perform the duties
and obligations of the former Agency under the Regulatory Agreement and has all rights and benefits
of the former Agency under the Regulatory Agreement subject to the provisions of the Dissolution
Act, including Sections 34176 and 341$1 thereof.
D. Of even date herewith the City, Successor Agency, Authority and Developer entered
into that certain First Amendment to Regulatory Agreement and based on the provisions of that
DOCSOC/ 1541582v2/200350-0003
amendment it is necessary for the City and Developer to amend the Supplemental Regulatory
Agreement by this First Amendment to Supplemental Regulatory Agreement.
E. City and Developer desire to enter into this First Amendment to Supplemental
Regulatory Agreement cause the Supplemental Regulatory Agreement to track and follow the
Regulatory Agreement as amended by the First Amendment to Regulatory Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
undertakings set forth in the Supplemental Regulatory Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Developer
hereby agree as follows:
1. Supplemental Regulatory Agreement to Track and Conform to Changes to the
Regulatory Agreement as amended by First Amendment to Regulatory Agreement.
Section 2 of the Supplemental Regulatory Agreement is hereby amended and supplemented to
incorporate and conform with all changes to the Regulatory Agreement as modified by the
First Amendment to Regulatory Agreement and each all subsequent amendment to such Regulatory
Agreement. Attachment No. 4 to the Supplemental Regulatory Agreement is the Regulatory
Agreement and such attachment shall be deemed substituted and amended by the Regulatory
Agreement as amended by the First Amendment to Regulatory Agreement.
2. Miscellaneous.
(a) No Other Modifications. Except as amended by this First Amendment to
Supplemental Regulatory Agreement, the Supplemental Regulatory Agreement shall remain in full
force and effect.
(e) Defined Terms. Capitalized terms not deFined in this First Amendment to
Supplemental Regulatory Agreement shall have the meanings given to them in the Supplemental
Regulatory Agreement (or as applicable the Regulatory Agreement, as amended.)
(f) Recording and Filing. City and Developer shall cause this First Amendment to
Supplemental Regulatory Agreement to be recorded against the Property in the Official Records of
Orange County in conformity with the Supplemental Regulatory Agreement and in accordance
therewith Developer shall pay all fees and charges incurred in connection with such recording.
{g} Governing Law. This First Amendment to Supplemental Regulatory Agreement shall
be governed by the laws of the State of California.
(h) Interpretation. In the event there is a conflict between the terms of the Supplemental
Regulatory Agreement and the First Amendment to Supplemental Regulatory Agreement, the terms
of the First Amendment to Regulatory Agreement shall control. References to "Supplemental
Regulatory Agreement" from and after the date that this First Amendment to Supplemental
Regulatory Agreement is recorded in the Official Records of Orange County shall mean and include
the Supplemental Regulatory Agreement as amended by this First Amendment to Supplemental
Regulatory Agreement.
(i) Severability. If any provision of this First Amendment to Supplemental Regulatory
Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
2
DOCSOC/ 1541582x2/2003 50-0003
remaining portions of this First Amendment to Supplemental Regulatory Agreement shall not in any
way be affected or impaired thereby.
(j) Counterparts. This First Amendment to Supplemental Regulatory Agreement may be
executed in any number of counterparts, each of which shall constitute one original and all of which
shall be one and the same instrument.
(k) Cost Reimbursement. Pursuant to City Council Resolution No. 08-60 that establishes
the City's Comprehensive Schedule of Fees and as a condition precedent to execution and
recordation of this First Amendment to Regulatory Agreement, Developer shall reimburse and pay to
the City the actual costs and fees incurred by the City (and Successor Agency andlor Authority) in
connection with negotiation, preparation and completion of this First Amendment to Supplemental
Regulatory Agreement and any and all related documents for services provided by the City Attorney,
Special Counsel, City staff (and Successor Agency andlor Authority staff), and outside consultant
costs.
[remainder of page left intentionally blank; signature page follows)
DOCSOG 1541582v2l200350-0003
IN WITNESS WHEREOF, City and Developer have executed this First Amendment to
Supplemental Regulatory Agreement by duly authorized representatives, all on the date first written
above.
CITY:
CITY OF TUSTIN, a California municipal;
corporation
By:
Jeffrey C. Parker, City Manager
or Authorized Designee
ATTEST:
CITY CLERK
Pamela Stoker
APPROVED AS TO FORM:
WOODRUFF SPRADLIN & SMART
David E. Kendig, Esq., City Attorney
DEVELOPER:
TUSTIN COVENTRY SENIORS, LP,
a California limited partnership
By: Western Community Housing, Inc., a California
nonprofit public benefit corporation, its
Managing General Partner
By:
Graham Espley-Jones, President
By: Tustin Coventry Seniors, LLC, a California
limited liability company, its Administrative
General Partner
By:
Kasey Burke, Manager
4
DOCSOC/154 t 582v2/20035Q-0003
STATE OF CALIFORNIA
COUNTY OF
ss
On 2012, before me, Notary
Public, personally appeared ,who proved to me on the basis of
satisfactory evidence to be the person(s) whose names} 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/herltheir 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
DOCSOCf 1541582v2t200350-0003
STATE OF CALIFORNIA
COUNTY OF
ss
On 2012, before me, ~ Notary
Public, personally appeared ,who proved to me on the basis .of
satisfactory evidence to be the person(s) whose name(s) isJare 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.
1 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
DOCSOC! 1541582v2/200350-0003
STATE OF CALIFORNIA
COUNTY OF
On
ss
2Q 12, before me, Notary
Public, personally appeared ,who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that helshelthey executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature{s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Notary Public
(Seal}
Notary Public
DOCSOC/ 15415&2v2/240350-0003
EXHIBIT A
LEGAL DESCRIPTION
That certain real property located in the City of Tustin, County of Orange, State of California,
and legally described as follows;
Lot 265 of Tract No. 16581, in the City of Tustin, County of Orange, State of California, as
shown on the map recorded in Book 877 Pages 33 through 50 inclusive Miscellaneous Maps,
in the Office of the County Recorder of Orange County.
Excepting therefrom all oil, oil rights, mineral rights, natural gas rights, and other
hydrocarbons by whatsoever name known, geothermal steam and all products derived from
any of the foregoing, that may be within or under the parcel of land hereinabove described,
together with the perpetual right of drilling, mining or exploring and operating therefore and
storing in and removing same from said land or any other land, including the right to
whipstock or directionally drill or mine from lands other than those hereinafter described, oil
or gas wells, tunnels and shafts into, through or across the subsurface of the land hereinabove
described, and to bottom such whipstocked or directionally drilled wells, tunnels and shafts
under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip,
maintain, repair, deepen and operate any such wells or mines without, however, the right to
drill, mine, store, explore or operate through the surface or the upper 500 feet of the
subsurface of the land, as reserved by Moffett Meadows Partners, LLC, by deed recorded
July 25, 2005 as Instrument Nos. 2005000590846, 2005000591024 and 2005000591381,
all of Official Records.
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DOCSOC/ 1541582v2/200350-0003