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HomeMy WebLinkAboutRDA SHEA HOMES AG 08-21-95AGENDA____ RDA NO. 4 · :'i ..:ATE: AUGUST 21, 1995 Inter-Com TO: WILLIAM A. HUSTON, EXECUTIVE DIRECTOR FROM: COMI~IINITY DEVELOPMENT DEPARTMENT SUBJEC~ SHEA HOMES DISPOSITION AND DEVELOPMENT AGREEMENT RECOMMENDATION Staff recommends the Redevelopment Agency take the following actions: . Adopt Resolution No. RDA 95-06 recertifying the Final Negative Declaration certified for Zone Change 94-003 and Vesting Tentative Tract Map 14934 to serve as the negative declaration for adoption of the Disposition and Development Agreement; and · Approve the Disposition and Development Agreement by and between the Tustin Community Redevelopment Agency and Shea Homes, Limited Partnership. . Appropriate $1,056,792 from the South Central Redevelopment Project Area Housing Set-Aside Fund to defray costs of provision of required affordable housing units pursuant to California Redevelopment Law. FISCAL IMPACT Pursuant to the provisions of the Disposition and Development Agreement, a total maximum Agency assistance of $1,056,792 is proposed from the South Central Redevelopment Project Area Housing Set-Aside Fund. BACKGROUND Previous Actions On July 25, 1994, the Planning Commission reviewed and approved the proposed project to develop 145 single family detached owner occupied homes on 11.85 acres in the South Central Redevelopment Project Area. The Commission also recommended to the City Council approval of a Tentative Subdivision map and Zone Change for the project. The City Council subsequently approved the Vesting Tentative Subdivision map and the Zone Change for the project on Redevelopment Agency Report Shea Homes Disposition and Development Agreement August 21, 1995 Page 2 August 15, 1994. This action represented the culmination of several years' of effort by the City to demolish the abandoned and blighted 296 unit Cosmopolitan Apartment complex and replace it with single family, owner occupied homes. The Redevelopment Agency at a regular meeting on August 15, 1994 also discussed and provided specific authorization to staff to complete property acquisition negotiations on a portion of requested public right-of-way on the project site. The Agency also determined what level and type of financial assistance package that staff was authorized to negotiate as terms in preparing a future Disposition and Development Agreement (DDA) for the proposed project. The Agency authorized 'staff to negotiate a financial assistance package of approximately $1 million dollars and to proceed with preparation of the DDA. The direction provided by the Agency included the following assistance components: costs for right-of- way dedication necessary adjacent to the project for the proposed extension of Newport Avenue including the costs of demolishing and clearing 56 units located within the Newport Avenue demolition area; 2) costs associated with construction of certain cul-de-sac improvements within the public right-of-way; 3) the cost and installation and three year maintenance of landscaping in the Newport Avenue dedication area; 4) Agency assistance to 21 very low, low and moderate income households to assist them in obtaining affordable housing in the proposed project. Delay in preparation and completion of negotiation on Agency assistance for the DDA was primarily a result of the sale of the project by the original developer, D & D Development, to Shea Homes Ltd Partnership, with whom the current DDA is proposed. FINANCIAL ASSISTANCE Prior to the Agency's August 15th consideration of financial .assistance for the project, a substantial amount of financial information and data on the proposed project was requested from the developer particularly to validate the necessary level of assistance needed to defray the costs of production of required low and moderate housing in the project. This information was reconfirmed and corrected as needed to reflect information provided by the new developer involved in the project, Shea Homes. The fiscal impact of Agency revenues that could be expected from the project was also evaluated. Redevelopment Agency Report Shea Homes Disposition and Development Agreement August 21, 1995 Page 3 The total maximum amount of assistance provided in the Disposition and Development Agreement is $1,056,792. All assistance would be provided from Housing Set-Aside funds accumulated in the South Central Project Area. The breakdown of assistance is as follows: Reimbursement for Newport Avenue related costs Assistance to 21 home buyers TOTAL $397,183 659,609 $1,041,337 Reimbursement for Newport Avenue The total $397,183 proposed as reimbursement for Newport Avenue related costs will be provided as a loan to the developer to ensure completion of the entire 145 unit subdivision. The note will accrue interest at a rate of 7% of the outstanding balance. The balance, however, will be forgiven as the developer completes the development. Upon the close of escrow of the 91st unit (62.5% of the total 145 units), 62.5% of the loan amount will be forgiven. Upon close of escrow of the 145th unit, the remaining 37.5% of the loan will be forgiven. In the event the developer defaults under the provisions of the DDA or the promissory note, the outstanding balance, plus accrued interest, becomes immediately due and payable. The four reimbursement items generally authorized by the Agency at their August 15, 1994 meeting include the following costs that are now more specifically identified in the DDA: , The acquisition of the right of way for $104,243, based on appraisals for the property. Since dedication has already occurred through the recordation of the Final Tract Map, payment will be due upon execution of the DDA and the developer's satisfying conditions in the DDA for distribution of Agency funds. o The demolition of 56 of the former Cosmopolitan Apartment units which were located on the property being dedicated. The total reimbursement for this is $132,440, based on a demolition cost of $2,365 per unit. Because demolition has also already occurred, payment will be due upon execution of the DDA and developer's satisfying conditions in the DDA for distribution of Agency funds. o An estimated $40,500 for the construction of a cul-de-sac which is required for access to the proposed development because of the Newport Avenue dedication. This will be Redevelopment Agency Report Shea Homes Disposition and Development Agreement August 21, 1995 Page 4 paid to the developer upon completion of the cul-de-sac and satisfaction of any conditions in the DDA for distribution of Agency funds. An estimated $120,000 for the cost of installation and three years of maintenance of temporary landscaping in the Newport Avenue dedication area. This amount will be paid upon completion of the temporary landscaping and the signing of a three year landscape maintenance contract. Assistance to Homeowners State Community Redevelopment Law requires that any residential development within a redevelopment project area include units for very low, lower and moderate income households. Specifically, it requires that 15% of the units be set aside as affordable units. In the case of this 145 unit subdivision, this is twenty-one (21) units. Planning Commission and City Council conditions of approval for the project require that the 21 units be affordable. Of these affordable units, State Law requires that 40% be set aside for very low income households. Thus, of the twenty-one (21) affordable units required in this project, eight (8) must be set aside for very low income households. State requirements place a substantial economic burden on the developer, particularly for home ownership projects. State Law defines moderate income households as those earning no more than 120% of the State-defined median income for Orange County. For a family of four, 120% of the median income is $70,900. Lower income households are defined as those earning 80% of the County. median, or $40,200 for a family of four. Very low income households are defined as those earning no more $29,550, for a family of four. The income levels are on a sliding scale based on number of persons per household. A four person household is the standard sized household generally used to project required subsidies. The DDA provides for three levels of assistance to the purchasers of the twenty-one (21) affordable units, depending on their income category as follows: Seven moderate income buyers will receive assistance in the amount of $7,743, representing their share of the Agency loan to the developer, discussed above. Redevelopment Agency Report Shea Homes Disposition and Development Agreement August 21, 1995 Page 5 Six lower· income buyers will be assisted in the amount, of $26,656, representing their share of the Agency loan to the developer as well as the amount the primary mortgage must be reduced to make the monthly payment an affordable housing payment pursuant to State Law. Eight very low income buyers will be assisted in the amount of $93,625. This also represents their share of the Agency Loan to the developer as well as the amount the primary mortgage must be reduced to make the housing cost comply with State Law. The proposed level of assistance is also consistent with the methodology for determining affordable gap subsidies as described in the Agency's adopted Affordable Housing Strategy approved by the City Council and Redevelopment Agency in November 1993. The number of units to be subsidized in each income level is based on State law as well as the proportion share of the City's housing needs identified in the original conditions of approval for the project and based on Housing the Element of the General Plan In all cases, assistance to homebuyers is provided as a second trust deed, subordinate to the primary financing, and accruing no interest and no payments. The purpose of the second trust deeds is to reduce the actual monthly housing costs of the buyers of the affordable units to the level allowed by State law. Each of these units will have deed restrictions recorded against them requiring the units remain affordable through the life of the Redevelopment Plan, which will terminate on July 15, 2015. California Redevelopment LaW requires that such deed restrictions guarantee the affordability of assisted units for the longest period feasible. If the original purchaser of one affordable unit decides to sell the unit, they must sell it to a household which meets the appropriate income level, moderate, lower or low, respectively. State law does allow an exemption to the required resale to a low- to-moderate income household. The DDA also includes this exemption. Under this exemption, if the unit is sold to someone other than a qualified household, the second trust deed must be paid in full and the Agency must also receives its share of.the equity in the unit. The equity is based on the ratio of the Agency second trust deed to the total cost of the unit when originally purchased. Redevelopment Agency Report Shea Homes Disposition and Development Agreement August 21, 1995 Page 6 If a buyer of one of these units does not sell the unit before the termination of the Redevelopment Plan, which is also the termination of the affordability covenants, the loan is forgiven. By forgiving the loan upon termination, the homeowner will be assured that they will not receive a request for payment for several tens of thousands of dollars in the year 2015. In addition to the affordability gap second trust deeds, the purchasers of the very low and lower income units (thirteen in all) will also receive downpayment assistance loans of $4,422, to be used solely as either a portion of the downpayment or to cover typical closing costs for the loan. These downpayment assistance loans are also an adopted program in the Agency's adopted Affordable Housing Strategy. The downpayment assistance loans are deferred until the sale of the property and will accrue simple interest at the rate of 7% per annum. Mortgage Credit Certificates are another adopted program in the Agency Affordable Housing Strategy that will be made available to the buyers of all 145 units provided the City has an adequate regional allocation of these certificates. GENERAL PROVISIONS The DDA includes other provisions which are typical to such agreements. These include a defined scope of work for the project, a schedule of performance, the right of the Agency to cure any default by the developer if the Agency decides to do so, non- discrimination provisions, requirements for insurance and indemnification of the Agency and the City and a section on how the parties resolve any defaults. REDEVELOPMENT AGENCY REVENUES A review of development costs submitted by the developer including anticipated sales prices of proposed units indicates that the project will generate approximately 24 million dollars in property tax valuation upon completion of t~e project. This will represent an approximate annual net increase in property tax increment of $161,000 to the South Central Project Area. Based on this net increase in tax increment, the recommended $1,041,337 in Agency assistance for the project would be recovered in approximately 6~ years. This is consistent with the Agency's previous policy of Redevelopment Agency Report Shea Homes Disposition and Development Agreement August 21, 1995 Page 7 ~ reCouping any. Agency assistance provided on a development project within a 5-7 year time frame. NEGATIVE DECLARATION When the City Council approved the development of this project, it certified a Negative Declaration which included mitigation measures for any anticipated environmental impacts. While the adoption of the DDA is an implementing action of the original approval, it is defined as a "project' under the California Environmental Quality Act (CEQA) . It therefore requires environmental clearance as does any other project. The Staff has completed an' "Initial Study and found that the adoption and implementation of the DDA does not have any additional environmental impacts than those identified in the Negative Declaration certified for the entitlement of the property. This initial study has been noticed pursuant to the requirements of CEQA and no public comments were received during the 30 day comment period. The Initial Study is attached. Staff recommends approval of Resolution No. RDA 95-06, certifying the previous Negative Declaration. CONCLUSION The proposed DDA reflects the negotiating direction provided by the Agency to staff on August 15, 1994. It also reflects the requirements of the State Community Redevelopment Law. The City Attorney has reviewed and approved the DDA. The developer has also reviewed and accepted the DDA as presented to the Agency. Staff will be present at your August 21, 1995 meeting to answer any questions the Agency members may have concerning the Agreement. R ' anager rzimmer\cosmo\ccdda, mem ~n~i st ine -Shingl ~e~6n Assistant City M~hager 1 RESOLUTION NO. RDA 95-06 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 A RESOLUTION OF THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY RECERTIFYING THE FINAL NEGATIVE DECLARATION CERTIFIED FOR ZONE CHANGE 94-003 AND VESTING TENTATIVE TRACT MAP 14934 TO'SERVE AS THE NEGATIVE DECLARATION FOR ADOPTION OF A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY AND SHEA HOMES LIMITED PARTNERSHIP The Tustin Community Redevelopment Agency does hereby, resolve as follows: I. The Redevelopment Agency finds and determines as follows: A, The request to approve the Disposition and Development Agreement by and between the Tustin Community Redevelopment Agency and Shea Homes Limited partnership is considered a "project" pursuant to the terms of the California Environmental Quality Act; .~ B , A Final Negative Declaration had been certified by the Tustin City Council on August 15, 1994, by Resolution No. 94-100, for Zone Change 94-003 and Vesting Tentative Tract Map 14934; C . The proposed Disposition and Development Agreement is an implementing agreement providing financial assistance by Tustin Community Redevelopment Agency to implement the project which was the subject of Zone Change 94-003 and Vesting Tentative Tract Map 14934; D . An initial study has been prepared for this project and has been advertised for public review. E . The Tustin Community Redevelopment Agency has considered evidence presented by the Community Development Director and other interested parties with respect to the subject Initial Study. D . The'Tustin Community Redevelopment Agency has evaluated the Final Negative Declaration for Zone Change 94-003 and Tentative Tract Map 14934, as well as the Initial Study for the Disposition and Development Agreement and determined both to be adequate and complete. II. An initial study to determine the adequacy of the Final Negative Declaration for Zone Change 94-003 and Vesting Tentative Tract Map 14934 to serve as the Negative Declaration has been completed in compliance with CEQA 5 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 28 Resolution No. 95-06 Page 2 and State guidelines. The Redevelopment Agency, having final approval authority over the Disposition and Development Agreement has received and considered the information contained in the Final Negative Declaration for Zone Change 94-003 and Vesting Tentative Tract Map 14934 and the Initial Study, prior to approving the proposed project, and found both documents adequately discussed the environmental effects of the proposed project. The Redevelopment Agency has found that the project involves no potential for an adverse effect, either individually or cumulatively, on wildlife resources and makes a De Minimis Impact Finding related to AB3158, Chapter 1206, Statutes of 1990. On the basis of the initial study and comments received during the public review process both for the Final Negative Declaration for Zone Change 94-003 and Vesting Tentative Tract Map 14934 and for this action, the Redevelopment Agency has found that there will not be a significant effect on the environment because mitigation measures identified in the Final Negative Declaration for Zone Change 94-003 and Vesting Tentative Tract Map 14934 have been incorporated into the project which mitigate any potential significant environmental effects to a point where clearly no significant effect would occur and are identified in Exhibit A to the said Final Negative Declaration and are adopted as findings and conditions of Planning Commission Resolution Nos. 3289, and 3290, incorporated herein by reference. III. The Tustin Community Redevelopment Agency does hereby recertify the Negative Declaration certified by the Tustin City Council on August 15, 1994, by Resolution No. 94-100, for Zone Change 94-003 and Vesting Tentative Tract Map 14934 and determines said Negative declaration is adequate and complete for this Project. PASSED AND ADOPTED at a regular meeting of the Tustin Community Redevelopment Agency, held on the 21st day of August, 1995. JIM POTTS Chairman VALERIE CRABILL Chief Deputy City Clerk Resolution No. 95-06 Page 3 3 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) 4 CITY OF TUSTIN ) SS CERTIFICATION FOR RESOLUTION NO. RDA 95-06 6 VALERIE CRABILL, ex-officio Clerk of the Tustin Community Redevelopment Agency, does hereby certify that the whole number of 7 the members of the Tustin Community Redevelopment Agency is 5; that the above and foregoing Resolution No. RDA 95-06 was duly and 8 regularly introduced, passed, and adopted at a regular meeting of the Tustin Community Redevelopment Agency, held on the 21st day of 9 August, 1995. 10 11 AGENCY MEMBER AYES: AGENCY MEMBER NOES: 12 AGENCY MEMBER ABSTAINED: AGENCY MEMBER:ABSENT: 13 14 15 VALERIE CRABILL Chief Deputy City Clerk 16 17 18 rdaresos \ 9 5 - 0 6 19 2O 21 22 23 24 25 26 27 28 COMMUNITY DEVELOPMENT DEPARTMENT 300 Centennial Way, Tustin, CA 92680 (714) 573-3105 INITIAL STUDY Ie BACKGROUND Name of Proponent'-t'L~'r't fi3 CO~ ffl,{t ~ IT~( 'w'~T~L~'-L~Dg ~-A~ 7c~~¥ Address and Phone Number of Proponent Date Check List Sub~tted Agency Requiting Check List Name of Proposal, if applicable ENVIRONMENTAL IMPACTS 1. Earth. Will the proposal result in: a. Unstable earth conditions or in changes in geologic substructures? b. Disruptions, displacements, compaction or overcovering of the soil? YES MAYBE NO c. Change in topography Or ground surface relief feat0re~? d. The destruction, covering or modification of any unique geologic or physical features? ~ U ~ e. Any increase in wind or water erosion of soils, either on or off the site? [-'-1 [----1 ~ Changes in deposition or erosion of beach sands, or changes in siltation, deposition or erosion which may modify the channel of a fiver or stream or the bed of the ocean or any bay, inlet or lake? g. Exposure of people or property to geologic hazards such as earthquakes, landslides, mud slides, ground failure, or similar hazards? 2. Air. Will the proposal result in: a. Substantial air emission or deterioration of ambient air quality? b. The creation of objectionable odors? c. Alteration of air movement, moisture, or temperatures, or any change in climate, either locally or regionally? 3. Water. Will the proposal result in: a. Changes in currents, or the course of direction of water movements, in either marine or fresh water7 b. Changes in absorption rates, drainage patterns, or the rate and amount of surface runoff?. c. Alterations to the course or flow of flood waters? d. Change in the amount of surface water in any water body? e. Discharge into surface waters, or in any alteration of surface water quality, including but not limited to temperature, dissolved oxygen or turbidity? f. Alteration of the direction or rate of flow of ground Waters? go Change in the quantity of ground waters, either through direct additions or withdrawals, or through interception of an aquifer by cuts or excavations? h. Substantial reduction in the amount of water otherwise available for public water supplies? i. Exposure of people or property to water related hazards such as flooding or tidal waves? 4. Plant Life. Will the proposal result in: a. Change in the diversity of species, or number of any species of plants (including trees, shrubs, grass, crops, and aquatic plants)? b. Reduction of the numbers of any unique, rare or endangered species of plants7 YES MAYBE NO c. Introduction of new species of plants into an area, or in a barrier to the normal replenishment of existing species? d. Reduction in acreage of any agricultural crop? 5. Animal Life. Will the proposal result in: ao Change in the diversity of species, or numbers of any species of animals (birds, land animals including reptiles, fish and shellfish, benthic organisms or insects)? b. Reduction of the numbers of any unique, rare or endangered species of animals? YES MAYBE NO Co Introduction of new species of animals into an area, or result in a barrier to the migration or movement of animals? d. Deterioration to existing fish or wildlife habitat? 6. Noise. Will the proposal result in: a. Increases in existing noise levels? b. Exposure of people to severe noise levels? 7. Light and Glare. will the proposal produce new light or glare? . Land Use. will the proposal result in a substantial alteration of the present or planned land use of an area? 9. Natural Resources. Will the proposal result in: a. Increase in the rate or use of any natural resources? b. Substantial depletion of any nonrenewable natural resource? 10. Risk of Upset. Will the proposal involve: A risk of an explosion or the release of hazardous substances (including, but not limited to, oil, pesticides, chemicals or radiation) in the event of an accident or upset conditions? b. Possible interference with an emergency response plan or an emergency evacuation plan? 11. Population. Will the proposal alter the location, distribution, density, or growth rate of the human population of an area? 12. Housing. Will the proposal affect existing housing, or create a demand for additional housing? 13. Transportation/Circulation. Will the proposal result in: a. Generation of substantial additional vehicUlar movement? b. Effects on existing parking facilities, or demand for new parking? c. Substantial impact upon existing transportation systems? d. Alterations to present patterns of circulation or movement of people and/or goods? e. Alterations to waterborne, rail or air traffic? f. Increase in traffic hazm-ds to motor vehicles, bicyclists or pedestrians? 14. Public Services. Will the proposal have an effect upon, or result in a need for new or altered governmental services in any of the following areas: a. Fire protection? b. Police protection? c. Schools? d. Parks or other recreational facilities? e. Maintenance of public facilities, including roads? f. Other governmental services? 15. Energy_. Will the proposal result in' a. Use of substantial amounts of fuel or energy? b. Substantial increase in demand upon existing sources of energy, or require the development of new sources of energy? YES MAYBE NO 16. Utilities. Will the proposal result in a need for new systems, or substantial alterations to the following utilities: a. Power or natural gas? b. Communications sYstems? c. Water? d. Sewer or septic tanks? e. Storm water drainage? f. Solid waste and disposal? 17. Human Health. Will the proposal result in: a. Creation of any health hazard or potential health hazard (eXcluding mental health)? b. Exposure of people to potential health hazards? 18. Solid Waste. Will the proposal create additional solid waste requiring disposal by the City? 19. Aesthetics. Will the proposal result in the obstruction of any scenic vista or view open to the public, or will the proposal result in the creation of an aesthetically offensive site open to public view? 20. Recreation. Will the proposal result in an impact upon the quality or quantity of existing recreational opportunities? 21. Cultural Resources. Will the proposal result in: a. The alteration of or the destruction of a prehistoric or historic archaeological site? b. Adverse physical or aesthetic effects to a prehistoric or historic building, structure, or object? c. The potential to cause a physical change which would affect unique ethnic cultural values? YES MAYBE II NO d. Will the proposal restrict existing religious or sacred uses within the potential impact area? 22. Mandatow Findings of Significance. YES MAYBE NO ao DOes the project have the potential to degrade the quality of the environment substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? bo Does the project have the potential to achieve short-term, to the disadvantage of long-term, environmental goals? (A short-term impact on the environment is one which occurs in a relatively brief, definitive period of time while long-term impacts will endure well into the future). C. Does the project have impacts which are individually limited, but cumulatively considerable? (A project may impact on two or more separate resources where the impact on each resource is relatively small, but where the effect of the total of those impacts on the environment is significant.) do Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? llI. DISCUSSION OF ENVIRONMENTAL EVALUATION SEE ATTACHMENT A IV. DETERMINATION On the basis of this initial evaluation: I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared. Date I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because ' the mitigation measures described in Attachment A attached hereto have been added to the project.' A NEGATIVE DECLARATION WILL BE PREPARED. I find the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. JANUARY 3, 1995 Signature Name (Print) Title I~STUD.PM5 3702A ATTACHMENT A - DISCUSSION OF ENVIRONMENTAL EVALUATION DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY AND SHEA HOMES LIMITED PARTNERSHIP JANUARY 3, 1995 The project is the Disposition and Development Agreement (DDA) by and between the TUstin Community Redevelopment Agency and Shea Homes Limited Partnership. Because the DDA provides financial assistance to the developer, allowing for the development of the property, this Initial Study is being prepared. The project site subject to the DDA is approximately 11.85 acres in size and is located the southerly terminus of Newport Avenue, Tustin, California at 14882-14942 Newport Avenue. The purpose of this Initial Study is to determine if the Negative Declaration for Tentative Tract Map 14934, Design Review 94-013, Conditional Use Permit 94-013 and Zone Change 94-003 (all of whiCh dealt with the development being assisted by this project), which was previously certified on August 15, 1994, adequately addresses any potential impacts of the proposed project and, therefore, can serve as the Negative Declaration. · The Initial Study for the previously certified Negative Declaration identified four specific impacts that would result from the development of the residential subdivision associated with this project and twenty specific impacts that might result. Mitigation measures included in the project design or in the conditions of approval for the development that would lessen the impacts to a level of insignificance with the imposition of mitigation measures. For the purposes of this initial study check list, these items have been checked "No" and the mitigation measures identified in the previously certified Negative Declaration that would be applicable to this project have been identified. Potential impact categories in Initial Study for the previously certified Negative Declaration not identified to have a potential impact have also been checked "No" and were reviewed to ensure that no new impacts would be created by the project. Since the project which is the subject of this Initial Study provides for financial assistance but no change in the development studied under the previously approved Negative Declaration, no new impacts which were not addressed in the Initial Study for the previously certified Negative Declaration have been identified. i · Earth - A throuqh G: "No" - The subject site is currently developed with 296 abandoned apartment units and is relatively flat in its topographical features. The proposed development of the site being assisted by this project would require the complete demolition of the existing improvements on the property, as well as, minor grading activity, compaction of the soil and the overcovering of the soil to create the new Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 2 lots, building pads and private streets. Appropriate grading Plans and soils report would be required as part of the City's review and Building Permit plan check process. Sources: Field Observations Submitted Development Plans City of Tustin, Community Development Department Mitigation/Monitoring: The following mitigation measures were previously required for the development being assisted by this project: A® The applicant is required to submit a soils report to the Building Division completed within twelve (12) months prior at Building Permit Plan Check. Be The applicant is required to submit grading plans identifying the scoPe of work at Building Permit Plan Check. All work shall be done in conformance with the Uniform Building Code, Grading Code and Grading Manual as required by the Building official. · Air - A throuqh C: "No" - The proposed development being assisted by this project would not result in any long term degradation to the existing air quality. However, with the demolition of the existing improvements and the construction of the new improvements, there may be short term air quality pollutants such as dust particles which will be emitted into the air. No significant impacts are expected. Sources: Submitted Development Plans City of Tustin, Community Development Department Mitigation/Monitoring: The site has previously been required to comply with grading plan approvals with regard to dust control, which requires the applicant to apply water to the site as specified in the Grading Code and Grading Manual. This will be monitored by the Building Division when construction commences. · Water - ~ throuqh I: "No" - The proposed development which is being assisted by this project is on a site which is currently developed with 296 abandoned apartment units which are proposed to be demolished. New site improvements and structures would add impervious surfaces to the site which would alter drainage and run-off patterns within the limits of Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 3 the property. As proposed, the westerly portion of the development would drain toward Newport Avenue. The easterly portion of the development would drain toward the southeast corner of the development and connect to the existing flood control channel along the southerly boundary of the tract. It is not anticipated that this development will substantially contribute to the drainage flow. The subject site is not located near any standing or moving bodies of water. Although the site is located adjacent to an open drainage channel, according to the Flood Insurance Rate Map, the property is located outside the 500 year flood zone. Therefore, the potential for exposure to flooding in not anticipated. Source: Field Observations City of Tustin, Community Development Department City of Tustin, Public Works Department Flood Insurance Rate Map Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the development being assisted by this project: ae The site will be designed so that all private street surface run-off is directed to and picked up by the storm drain system. Be Ail grading and drainage plans shall be subject to review and approval by the City of Tustin's Building Division and the Public Works Department to confirm compliance with Drainage Area Management Plan and Construction Standards for Private Streets, Storm Drains and On-Site Private Improvements prior to construction. The applicant shall be required to obtain all applicable approvals and permits from the Orange County Flood Control District for connection to the existing flood control channel. De The site shall be designed to remove any flood hazard to the satisfaction of the City Engineer which will allow building pads to be safe from inundation from rain fall which may be expected from all storms up to and including the theoretical 100 year storm and dedication of any necessary easements on the final map as required. All finish floor elevations of the dwellings shall be protected from the 100 year flood elevation. Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 4 Eo F· Ail landscaping irrigation shall be designed to cOnSistent with the City's Landscaping and Irrigation Guidelines which includes the use of landscaping timing devices to ensure watering efficiency. The use of water conserving plumbing fixtures throughout the dwellings should be considered by the applicant. · Plant Life - A through D: "No" - The site of the development being assisted by this project is currently developed with 296 abandoned apartment units and includes a variety of ornamental landscaping which has been left in poor condition when the property was vacated in 1990. Since all existing improvements on the property would be demolished, new ornamental landscaping would be reestablished in the development in conformance with the requirements of the City of Tustin's Landscape and Irrigation Guidelines. Source: Field Observations Proposed Development Plans Mitigation/Monitoring: Ail landscaping shall be designed, installed, and maintained in accordance with the City's Landscape and Irrigation Guidelines. · Animal Life - A throuqh D: "No" - The subject site is located within an urban area and is presently developed with 296 apartment units which was abandoned in 1990. The site is not inhabited by any known species of animals. Installation of the proposed project would have no impacts on animal populations, diversity of species or migratory patterns. Source: Field Observations Mitigation/Monitoring: NOne Required· · Noise - A and B "No" - The proposed development which is being assisted by this project would not add new noise sources into the area as the site is presently developed With 296 abandoned apartment units which generate a certain amount of noise from previous activities of the residents. The demolition and new construction of the proposed development will result in short term construction noise impacts which will require compliance with the City's Noise Ordinance. Short term construction impacts could potentially effect residents in the future as a Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 5 result of construction for the realignment of Newport Avenue. Given the existing noise levels of approximately 70 dBa as identified in the Tustin General Plan Noise Element generated by the AT&SF Railroad on the south and Newport Avenue on the west, the project may expose future residents to severe noise levels. Ail residential lots and dwellings shall be sound attenuated against present and projected noises, which shall be the sum of all noise impacting the project, so as not to exceed an exterior standard 65 dBa CNEL in.outdoor living areas and an interior standard of 45 dBa CNEL in all habitable rooms is required. This would include potential noise from Newport Avenue (existing and future), the AT&SF railroad, and aircraft overflight. Evidence prepared under the supervision of an acoustical consultant that these standards will be satisfied in a manner consistent with applicable zoning regulations shall be provided. source: City of Tustin, Community Development Department Tustin General Plan, Noise Element Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the development being assisted by this project: ao A final acoustical analysis report describing the acoustical design features of the structures required to satisfy the exterior and interior noise standards shall be submitted to the Community Development Department for approval along with satisfactory evidence which indicates that the sound attenuation measures specified in the approved acoustical report(s) have been incorporated into the design of the project. This would include design features to mitigate potential noise from Newport Avenue (existing and future), the AT&SF railroad, and aircraft overflight. The acoustical analysis shall be prepared by an expert or authority in the field of acoustics. Be Home buyer notification statements and provisions contained in the CC&R's for the development shall indicate that Newport Avenue will be realigned along the westerly project boundary which may include an underpass or overpass at the AT&SF Railroad. Construction of this facility would have potential short term noise impacts on this development. Specific language of the notice and CC&R' provisions shall be subject to review and approval Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 6 of the Community Development Department. · Light and Glare - "No" - The proposed development being assisted by this project would add new light and glare into the area. However, the site is presently developed with 296 abandoned apartment units which also generated a certain amount of light and glare from the lighting of the parking areas and buildings. Any exterior lighting that would be provided would comply with the City of Tustin Security Ordinance which in part requires a minimum of 1 footcandle and .25 footcandles of light to be illuminated in the parking areas and pedestrian areas respectively. In addition, standards street lighting in conformance with the City's Private Street Construction Standards would be required. Source: Field Observations Proposed Development Plans City of Tustin Security Ordinance Mitigation/Monitoring: The applicant has previously been required to provide a photometric study showing the location and anticipated distribution pattern of light of all proposed fixtures. All exterior lighting shall be designed and arranged so not to direct light or glare onto adjacent properties. All lighting shall be developed to provide a minimum of one (1) footcandle of light coverage in the parking areas and .25 footcandles of light coverage in pedestrian areas, in accordance with the City's Security Ordinance. ~ Land Use - "No" - The subject property is approximately 11.85 acres and is designated as High Density Residential by the City's Land Use Element of the General Plan. The High Density land use designation would allow development up to 25 dwelling units per acre. The property is currently zoned R-3 (Multiple-Family Residential) which would allow apartment units as an outright permitted use. The property is presently developed with 296 abandoned apartment units at a density of 25 dwelling unit per acre. The apartment complex has been vacant since October of 1990 as a result of extensive City enforcement activities related to numerous building, fire, and health and safety code violations which exist throughout the complex. The proposed development includes the complete demolition of the existing 296 abandoned apartment complex, including all Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 page 7 structures and site improvements. New development proposed for the site includes the construction of 145 single family detached dwellings at a density of approximately 12.2 dwelling units per acre. The proposed density is approximately a 50 percent reduction over the existing density. In order to accommodate the proposed development, the applicant has requested a zone change to change the zoning on the property from R-3 (Multiple Family Residential) to PC (Planned Community - Residential). Pursuant to City COde Section 9244, the approved development plan, along the written standards which are proposed as "District Regulation" comprise the specific development standards and uses which would be used to govern the property. The consideration of the development plans and District Regulations would be subject to the approval of a Conditional Use Permit. Source: Proposed Development Plans Tustin General Plan, Land Use Element Tustin Municipal 'Code City of Tustin, Community Development Department Mitigation/Monitoring: Ail development has previously been required to comply with the approved development plans and the District Regulations approved in conjunction with ZC 94-003 and CUP 94-007, which addresses allowed uses, building height, building setbacks, parking requirements, and other site development standards, to ensure that the development of the proposed 145 single-family detached dwelling unit development would not have a significant effect on the neighborhood. · Natural Resources - A and B: "No" - The proposed development being assisted by this project would result in new construction and use of materials that are non-renewable such as wood, and stone and sand for concrete and asphalt. The development would result in the use of energy, water and natural gas resources. While the use of natural resources would be cumulative, the usage will be minimal given the scale of the project. Source: Proposed Development Plans City of Tustin, Community Development Department City of Tustin, Public Works Departments Mitigation/Monitoring: The applicant has previously been required to consult with the various utility companies which would provide service to the development to incorporate energy Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 ~i~,~i~-~ Page 8 and water conserving systems and design features into the project. The Community Development Department shall review plans to assure all buildings comply with standards contained in Title 24 of the Uniform Building Code. 10. Risk of Upset - A and B - "No" - The proposed development being assisted by this development would not result in any significant risk of upset (i.e. explosion, etc.) given the scope and nature of the proposed residential development. However, the development is located approximately 105 feet north of AT&SF railroad and approximately 38 feet north an open drainage channel. Portions of the development could risk upset in the event of a significant train' accident in the vicinity as a result of this facility. The proposed development plans include an 8 foot high masonry block wall along the southern property line adjacent to the railroad which would provide a buffer between the development and the railroad. As mentioned in Item 3 above, exposure to flooding is not anticipated as the project site is located outside the 500 year flood zone. Source: Proposed Development Plans City of Tustin, Community Development Department City of Tustin, Police Department Orange County Fire Department Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the develOpment: At Ail construction shall be in accordance with applicable Uniform Building and Fire Codes. Such compliance shall be verified ,during the plan check process prior to the issuance of any Building permits and during construction. 11. Population - "No" - The proposed development being assisted by this project is a residential infill project and would not result in an increase in population. The site is currehtly developed with 296 abandoned apartment units which are proposed to be demolished and replaced with 145 single-family detached dwelling units. The Land Use Element of the General Plan indicates that the High Density Land Use Designation would generate approximately 2.15 persons per unit. Based upon this rate, the existing apartment complex could have been expected to generate approximately 636 persons. Upon development of the proposed 145 single family detached Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 9 dwelling units, this site could be expected to generate approximately 471 persons using a rate of 3.25 persons per dwelling unit which is assumed in the Land Use Element for single-family detached dwellings. Since the project is an infill project in an existing residential neighborhood, the project would actually reduce population density on the property and in the surrounding area. Source: City of Tustin, Community Development Department Tustin General Plan, Land Use Element Mitigation/Monitoring: None Required. 12. Housinq - "No" - The development site is located within the South/Central Redevelopment Project Area of the City. The proposed development being assisted by this project is a residential infill project and would effect existing housing, but would not create a need for additional housing beyond what is proposed to be constructed. The site is currently developed with 296 abandoned apartment units which are proposed to be demolished and replaced with 145 single- family detached dwelling units. The apartment complex was vacated in October of 1990 as a result of extensive City enforcement activities related to numerous building, fire, and health and safety code violations which exist throughout the complex. The dwellings had been previously determined by the City's Building Official to be uninhabitable. The property has rapidly deteriorated, creating a blight on the neighborhood and contributing to an increase in local crime, drub abuse and vandalism. The City is keenly interested in ensuring that new housing is constructed on the site. Improving conditions on this site is critical to the City's on-going efforts to stabilize recent decline in this neighborhood in the southwestern portion of the City and within the South/Central Redevelopment Project Area. The proposed new construction of 145 single-family detached dwelling units would offer new housing opportunities and eliminate a blighted condition within this portion of the City. The City's Housing Element has established a goal to "Increase the percentage of ownership housing to ensure a reasonable balance of rental and owner-occupied housing within the City" (Goal 3). The proposed development would directly achieve this goal by eliminated blighted apartment units and constructing new single family detached dwellings which would Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 10 offer individual ownership opportunities. Since the subject project is the mechanism to provide financial assistance to the developer, the issues related to replacement housing and affordable housing must be addressed. Article 9 of California Community Redevelopment Law Section 33410 et seq., requires redevelopment agencies to rehabilitate, develop or construct, or cause to be rehabilitated, developed or constructed, low and moderate income dwelling units which are lost as a result of a redevelopment project. However, in this particular case, the City, Redevelopment Agency or developer would not be required to rehabilitate, develop or construct replacement housing, as a result of the loss of units on this property. Article 9 would only apply when two criteria are met: 1) units currently housing persons of low and moderate income are removed from the market as a result of a redevelopment project; and 2) households are displaced as a result of the loss of low or moderate income housing. As previously mentioned, the existing units have been vacant since October of 1990. Since no units currently house any persons and no households are being displaced as a result of this development, the requirements of Article 9 to rehabilitate, development or construct replacement housing would not apply according to the City Attorney's Office. California Community Redevelopment Law Section 33413(b) (2) requires that at least 15% of the units developed in a project by public or private entities other than the Redevelopment Agency, when such entities receiving Agency assistance, must be affordable to low and moderate income persons and households. Of those units, 40% must be affordable to very low income households (this translates to a very low income requirements of 6% of the total units). The units must remain affordable for the longest time feasible, but for not less than the period of the land use controls established in the Redevelopment Plan, which would be enforced through CC&R's and deed restrictions on the specific properties. In addition, Policy 1.4 of the Housing Element promotes dispersion and integration of housing for low and very low income families throughout a community as opposed to within a particular geographic area or neighborhood. Based upon 145 proposed units, 21 units will be identified as affordable to satisfy the requirements of Redevelopment Law. Of those 21 units, 13 units will be affordable for low and moderate income households and 8 units will be affordable for very low income households. The State Department of Housing Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 11 and Community Development (HCD) publishes figures which are the accepted standards to determine income eligibility requirements. Moderate income groups would be those households with incomes between 81% and 120% of area median; Low income groups between 51% and 80% of area median; and Very Low income groups below 50% of the area median. Based upon published HCD figures as of June 1994, the median income for a family of four in Orange County is $58,800. Based upon the median income, the affordable units would need to affordable to those households of four with the incomes as follows: Moderate Income (120% of median) $70,560 Low Income (80% of median) $47 , 040 Very Low Income (50% of median) $39,900 These HCD figures vary depending upon household size and are adjusted annually to reflect the change in median income over time. The most current HCD figures would be used for each particular unit at the time building permits are issued for each respective unit. Source: City of Tustin, Community Development Department Tustin General Plan, Housing Element California Community Redevelopment Law Tustin Comprehensive Affordable Housing Strategy U.S. Department of Housing and Urban Development Mitigation/Monitoring: The applicant, by this project, shall be required to deVelop an affordable housing program in compliance with applicable provisions of California Community Redevelopment Law. Selected dwelling units to satisfy affordable requirements shall be dispersed throughout the development so as to not concentrate the selected units in any one portion of the project based on Policy 1.4 of the General Plan Housing Element. Provisions shall be made in the CC&R's for the development and separate deed restrictions recorded on each selected property identifying the affordable housing program, including, but not limited to, income restrictions and time limits under the program. Details of the affordable housing program, as well as provisions contained in the CC&R's and the separate deed restrictions, shall be subject to the approval of the Community Development Department and Redevelopment Agency Attorney prior to the issuance of any Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 12 permits for the project or approval of the final map which ever occurs first. 13. Transportation/Circulation - A through E: "No" - Access to the site is provided by a 48 foot wide private entry from a new proposed cul-de-sac which would provide access to Newport Avenue. The private entry street is proposed to include vehicle gates and would include acceptable vehicle stacking and turn around dimension to accommodate the project. A secondary gated access to the site is proposed from the Carfax Drive cul-de-sac located in the northeast corner of the site. Pedestrian access to the development would also be provided to the development through the gate systems. The street system within the tract proposes a main loop street with a 32 foot wide curb to curb dimension and 5 foot sidewalks on one side of the street within a 37 foot right-of-way and would accommodate parking on one side of the street. The sidewalk and on-street parking are proposed to be located on the outside edge of the loop road. Twenty-three (23) of the units are served directly from the private street. The majority of the units (122) are served from 24 foot private drives which access the main loop road. All streets and facilities within the development are proposed to be private and will be maintained by a required Homeowner's Association. A more thorough discussion of the transportation and circulation issues follows. Newport Avenue currently terminates at the AT&SF railroad at the southerly boundary of the project site. It is anticipated that Newport Avenue would be extended southerly under the AT&SF railroad and would be realigned to connect with the existing Del Amo Avenue and a new northbound Edinger Avenue/SR-55 freeway ramp system within the Pacific Center East Specific Plan area as shown on the Arterial Highway Plan in the Circulation Element of the General Plan (Attachment B) and the Orange County Master Plan of Arterial Highways. The proposed development plans have identified the realignment of Newport Avenue along the project frontage, including the necessary slope area to accommodate the depressed roadway condition to underpass the AT&SF railroad and flood control channel. The proposed right-of-way alignment for Newport Avenue also identifies a new cul-de-sac off of Newport Avenue which would provide access to this development, as well as the existing condominium development to the north of the subject property once Newport Avenue is realigned. Policy 1.16 in the Circulation Element states that the City Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 13 should continue to require dedication of right-of-way and construction of street improvements on streets adjacent to construction projects at the developer's expense. City Code Section 7220 and 9372 would also normally require the applicant to provide ultimate public improvements for the development. A dedication requirement without compensation as a condition of a land use permit would be legally supportable provided that a "nexus," or reasonable connection, between the governmental interest and the permit condition can be made. In other words, a permit condition requiring the dedication of private property for public use should establish a relationship between the required dedication and the proposed development. That does not mean that a local government can no longer require dedications' of property as a condition of land use permit approvals. Indeed, dedications for streets, sidewalks, and other public ways are generally reasonable extractions to avoid excessive congestion from a proposed property use. However, a local government should establish a connection between the dedication requirement and the governmental interest served by that requirement. Right-of-way for the realignment of Newport Avenue will be necessary along the subject property frontage, as well as for a new cul-de-sac to provide access to the site, and has been accommodated in the design of the project. Since the ultimate design of the Newport Avenue realignment has not been finalized, the applicant has identified the required right-of- way and the street improvements to the greatest extent possible on the access cul-de-sac serving the project. Although normally a requirement imposed by the City, the applicant will not be required to construct the ultimate improvements along the project frontage associated with the realignment of Newport Avenue which would be constructed by the City/Redevelopment Agency in the future. However, the proposed cul-de-sac will be required to be constructed by the applicant to the ultimate configuration to the greatest extent possible to provide access to the development and reduce access inconvenience that will be associated with the realignment and construction of Newport Avenue in the future. The applicant has prepared a Traffic Impact Report for the project which was reviewed and approved by the City of Tustin Engineering Division and is included as Attachment B to the Initial Study attached to this report. Newport Avenue is classified as a Major arterial and is currently operating at a Level of Service (LOS) A in this vicinity. The noted LOS Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 14 ~ was derived from the most recent Citywide Annual Average Daily Traffic (ADT) counts, performed in November of 1993. The Newport/Sycamore Avenue intersectionis currently operating at LOS A in the AM and PM peaks. The subject project is estimated to generate approximately 1450 vehicle trips per day with 110 vehicles per hour during the AM peak hour and 150 vehicle trips per hour during the PM peak hour. The site is currently vacant and any new development will generate incremental traffic impacts in the adjacent area, which when considered cumulatively, will impact the circulation system. As indicated in the City's General Plan Circulation Element, the circulation system, once completed with the extension of Newport Avenue, is designed to accommodate the ultimate buildout of the City of which this property is considered a part. By ensuring that the required right-of-way is accommodated for the realignment of Newport Avenue, construction by the applicant of ultimate improvements on the proposed access cul-de-sac, and the ultimate construction of public improvements on Newport Avenue by the City/Redevelopment Agency, individual and cumulative significant impacts that would result from the proposed project would be reduced to an acceptable level. In addition, it will be recommended that the Redevelopment Agency share a portion of the right-of-way costs along the project frontage associated with the realignment of Newport Avenue. This incentive will be to offset costs associated with the provisions of affordable housing as discussed later in this report. The waiver by the City of improvement requirements along the entire Newport Avenue frontage would be the City's "rough proportionate" obligation for right-of-way and improvements along Newport Avenue. The Traffic Impact Report assumes that approximately ten percent of the project trips would utilize~the proposed Carfax Drive access. The Report also indicates that the total anticipated traffic volume on Carfax Drive attributable to this project would be seventy (70) vehicles in both the northbound and southbound directions per day. While it is expected that there may be some minor delays during the peak traffic hours, the Report indicates that the roadway will accommodate the increased traffic demand from this project and will continue to operate at an acceptable level of service. Furthermore, the Report analysis indicates that the Newport/Sycamore Avenue and the Carfax Drive/Sycamore Avenue intersections will also continue to operate at acceptable levels of service. There will likely be short term circulation and access Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 15 disruptions of the development during the realignment construction of Newport Avenue that could prevent access to the project site along 'Newport Avenue. It is therefore essential that the Carfax Drive access be available during these disruptions to provide alternative access to this development during the construction of Newport Avenue for a period of time based upon construction phasing and construction schedules. Homebuyer notification and provisions in the CC&R's for the development would be required to notify potential home buyers of the future plans related to Newport Avenue so they would have an adequate opportunity to consider this major circulation facility in the purchase of their home. The City Council, in considering the public testimony received at the public hearings on the development, included additional mitigation measures to reduce the impacts on of the access onto Carfax Avenue. This mitigation measure is identified as item "F" below. Based on the information contained in the Traffic Impact Report and the mitigation measures proposed in the Initial study and incorporated into the project by design and conditions of approval, the City's Engineering Division has determined that the impacts that would be created by the proposed development project will be mitigated to an acceptable level. source: City of Tustin, Engineering Division Tustin General Plan, Circulation Element Traffic Impact Study Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the project: ae The applicant shall dedicate required right-of-way along Newport Avenue to accommodate the ultimate street width, alignment and area to ensure access to the adjacent property to the north. The applicant shall enter into a reimbursement agreement with the Redevelopment Agency for the dedication area as an incentive for providing affordable housing under the terms of Redevelopment Law, subject to final negotiations and terms agreed to by the Agency and the applicant. Be The required right-of-way line shall be located ten (10) feet behind the curb face around the entire cul-de-sac, except for the area directly behind the entry island Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 ~ Page 16 Ce Do Eo Fe which shall be five (5) feet behind the curb face. Ail dedications shall also state that the City of Tustin shall be permitted to obtain, at no cost, a right-of- entry for all on-site joins when the ultimate street improvements are constructed. The right-of-entry shall terminate on the date that the Notice of Completion is recorded at the Orange County Recorder's Office. Construction of the entrance cul-de-sac shall be required with the construction of the first phase of development or the model complex, which ever occurs first, with an interim connection to the existing alignment of Newport Avenue. The design of the cul-de-sac shall accommodate the future alignment of Newport Avenue in order to minimize reconstruction at a future date. Home buyer notification statements and provisions contained in the CC&R's for the development shall indicate that Newport Avenue will be realigned along the westerly project boundary which may include an underpass or overpass at the AT&SF Railroad. Construction of this facility would have potential short term circulation and access impacts on this development. Specific language of the notice and CC&R' provisions shall be subject to review and approval of the Community Development Department. The access to Carfax shall be eliminated, except during construction of Newport Avenue; and, upon school district approval of a permanent access easement on Service Road, the emergency access gate shall be removed and replaced with a solid wall. 14. Public Services - A, through F: "No" - As previously discussed, the existing 296 apartment unit complex has been vacant since October of 1990. The subject property has required a significant amount of City resources in terms of Police, Fire, Building and Safety and other staff resources to monitor and secure the property. It is expected that the proposed development would lessen the need for public services related to police, fire, public facilities or other governmental service which have previously been needed on this property. Even though the total number of dwelling units would be reduced from that existing, the schools Within this vicinity are impacted and any new students may have a potential impact on the school district operations. Attachment A - Discussion of Environmental Evaluation Dispositionand Development Agreement January 3, 1995 Page 17 Source: City of Tustin, Public Works Department City of Tustin, Police Department Orange County Fire Department Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the project: ao The applicant shall enter into an agreement with the City for landscape and maintenance of the dedication area along Newport Avenue until such time that Newport Avenue is realigned. Be The applicant shall be required to pay applicable School Impact Fees to the Tustin Unified School District, subject to the provisions of any agreement reached between the applicant and the District. 15. Enerqv - A and B - "No" - The proposed development which is being assisted by this project would not result in any significant change in the current use of energy given that the site is currently developed with 296 apartment units and new construction would include 145 single family detached dwelling units. However, new utility service would be required as is customary with new construction. Electrical and Gas capacities required for the project are existing and are adequate to serve the proposed project. Source: City of Tustin, Public Works Department Mitigation/Monitoring: Mitigation Measures identified in Item 9 above shall be satisfied. 16. Utilities - A throuqh F - "No" - The proposed development which is being assisted by this project would not result in any significant change in the current need for electricity, sewer, storm drain and water utilities given that the site is currently developed with 296 abandoned apartment units and new construction would include 145 single-family detached dwelling units. However, new utility service would be required as is customary with new construction. Utilities required for the project are existing in the vicinity and are adequate to serve the proposed project. Source: City of Tustin, Public Works Department City of Tustin, Community Development Department Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 18 Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the project: ae Ail utilities exclusively serving the site shall be installed underground. Be Mitigation Measures identified in Item 9 above shall be satisfied. 17. Human Health - A and B: "No" - The proposed development being assisted by this project is a residential development would not itSelf create conditions that negatively affect human health. The proposed development may expose future residents to potential health hazards. As previously mentioned in Item 10 above under Risk of Upset, the project is in close proximity to the AT&SF railroad which would have the potential to effect human health in the event of a significant train accident in the vicinity as a result of this facility. Source: Proposed Development Plans City of Tustin, Community Development Department Orange County Fire Department Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the project: ae Ail new construction shall comply with the District Regulation for the development which address building height, building setbacks, allowed uses, parking requirements and other development standards. Be Mitigation Measures identified in Item 10 above shall be satisfied. 18. Solid Waste - "No" - Pursuant to the City of Tustin Municipal Code, the proposed development being assisted by this project would be required to contract for trash removal services with the City's contracted hauler. The solid waste product is transported by the hauler to the Material Recovery Facility (MRF). Once at the MRF, the waste is manually and mechanically separated and the recyclable materials are recovered. This program has been implemented by the City in' effort to meet the State requirements identified in the Source Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 19 Reduction and Recycling Element related to the 25 and 50 percent diversion requirements. It is anticipated that the amount of solid waste will be accommodated within the City's existing solid waste handling programs and will not have a significant impact on the City's Solid Waste Handling services. Pursuant to the City of Tustin Municipal Code, the applicant is required to contract for trash removal services with the city's contracted hauler. The solid waste product is transported by the hauler to the Material Recovery Facility (MRF). Once at the MRF, the waste is manually and mechanically separated and the recyclable materials are recovered. This program has been implemented by the City.in effort to meet the States requirements identified in 'the Source Reduction and Recycling.Element related to the 25 and 50 percent diversion requirements. Due to the size and the type of use of the proposed project, it is anticipated that the amount of solid waste will be accommodated within the City's existing solid waste handling programs and will not have a significant impact on the City's Solid Waste Handling services. The City's existing solid waste handling program and contracts have been established to accommodate the development and expansion of new residential developments within the City. Source: Proposed Development Plans City of Tustin, Community Development Department City of Tustin, Public Works Department Great Western Reclamation Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the project: a. The applicant will be required to contract for a fee with the City' contracted solid waste hauler for solid waste disposal. 19. Aesthetics - "No" - The property is currently developed with 296 apartment units which have been vacant since October of 1990. The property, site improvements, landscaping and structures, are in poor condition. Many of the structures have numerous and significant building, fire, and health and safety code violations as previously mentioned. Demolition of the existing site and structural improvements would remove a blighted condition within this neighborhood. The proposed Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 ~ ~ .... ?~ Page 20 development being assisted by this project would include the construction of 145 two-story, three and four bedroom, single- family detached dwelling units. Details of the project include stucco siding in light beige tones, boxed soffits, shutters, railings and pot shelves. The unit sizes range from approximately 1,156 square feet to 1,552 square feet. New site improvements and landscaping would be provided, including two recreation areas. Since the project is located within the South/Central Redevelopment Project area, Design Review authority rests with the Zoning Administrator. As previously mentioned, specific District Regulations are proposed in conjunction with the zone change request which would establish development standards such as allowed uses, building setbacks, building heights, parking requirements and other development standards. The District Regulations would govern the development of the project. The proposed realignment of Newport Avenue has the potential to effect the visual characteristics along the western boundary of the property from its present condition. The realignment of Newport Avenue could possibly be designed as a underpass or overpass at the AT&SF Railroad. Depending upon the final design solutions, locations of roadway structures, ultimate grades and slopes, and landscaping along the westerly project frontage would be effected. Proposed Development Plans Tustin Municipal Code Proposed District Regulations Mitigation/Monitoring: The following mitigation measures have previously been required to be satisfied prior to issuance of any building permits for the development being assisted by this project: ae Ail new construction shall comply with the District Regulation for the development which address building height, building setbacks, allowed uses, parking requirements and other development standards. Be Landscaping for the site shall be designed and installed consistent with the City's Landscaping and Irrigation Guidelines, subject to approval of the Community Development Department. C. Home buyer notification statements and provisions Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 21 contained in the CC&R's for the development shall indicate that Newport Avenue will be realigned along the westerly project boundary which may include an underpass or overpass at the AT&SF Railroad. Construction of this facility would have potential visual impacts associated with roadway structures, slopes and landscaping. Specific language of the notice and CC&R' provisions shall be subject to review and approval of the Community Development Department. 20. Recreation - "No" - The development being assisted by this project is residential in nature and could create a demand for additional recreation needs. Although the property is currently developed with 296 apartment units, residents of single-family detached dwelling units typically have different recreational needs than that of apartment residents. The proposed development proposes to provide a pool and spa facility and a "tot lot" facility for the enjoyment of the residents. However, pursuant to City Code Section 9370, no credit for park land dedication would be provided for these private facilities. The southwestern portion of the City in which this project is located is deficient in public park facilities. The closest public park is Frontier Park located on Mitchell Avenue, east of Newport Avenue in excess of one mile from the project site. Access to the park in discouraged due to need to travel or walk on Newport Avenue which is a busy commercial corridor in this vicinity. Pursuant to the City Code, in lieu fees to satisfy park land dedication requirements would also be required to ensure that the project would have no impact on quality of recreation opportunities for the residents of the development. Source: City of Tustin, Community Services Department Mitigation/Monitoring:' In lieu fees to satisfy park land dedication requirements shall be provided for this development in accordance with City Council Resolution No. 81-7, or other applicable in lieu fees in effect at the time of issuance of building permits. 21. Cultural Resources - A Through D: "No" - The subject property is not located within the City's Cultural Resources Overlay District, nor are there any identified cultural, historic or archaeological resources identified on or around the site. The project will have no impacts on cultural resources. Attachment A - Discussion of Environmental Evaluation Disposition and Development Agreement January 3, 1995 Page 22 Source: City of Tustin Historical Resources Survey city of Tustin General Plan City of Tustin, Community Development Department Mitigation/Monitoring: None Required. 22. Mandatory Findings of Significance - As discussed above, the proposed project assists the financing of a development which involves the demolition of 296 apartment units which have been vacant since October of 1990 and are in a blighted condition. New construction of 145 single-family detached dwelling units is proposed. Based upon the responses to Items 1 - 21 in this Initial Study, the review of City files, records and documents and the nature of the project, the project is not anticipated to significantly impact wildlife, fish, flora, fauna or cultural resources. As designed and conditioned, the project would not achieve short-term goals to the disadvantage of long-term environmental goals, specifically with regard to traffic and circulation, aesthetics and light and glare. In reference to the project background discussion provided herein, the project will not contribute to the demand individually and will have limited impacts cumulatively. As a result of the preparation of and as discussed in this Initial Study, mitigation measures have been identified and have either been implemented in the project's design or will become Conditions of Approval. Any possible impacts associated with this project have been mitigated to a level of insignificance. Sources: As previously stated. Mitigation/Monitoring: As previously stated. rzimmer \ cosmo\ negdec, txt COMMUNITY DEVELOPMENT DEPARTMENT 300 Centennial Way, Tustin, CA 92680 (Zl4J 573-3105 NEGATIVE DECLARATION Project Title: SHEA HOMES, LTD. DISPOSTION AND DEVELOPMENT AGREEMENT Project Location: 14882 NEWPORT AVENUE Project Description: AGREEMENT BETWEEN THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY AND SHEA Project Proponent: HOMES, LTD. PARTNERSHIP TO PROVIDE AFFORDABLE HOUSING TUSTIN COMMUNITY REDEVELOPMENT AGENCY Lead Agency Contact Person: RICHARD ZIMMER (714) 573-3121 Telephone: The Community Development Department has conducted an Initial Study for the above project in accordance with the City of Tustin's procedures regarding implementation of the California Environmental Quality Act, and on the basis of that study hereby finds: That there is no substantial evidence that the project may have a significant effect on the environment. That potential significant effects were identified, but revisions have been included in the project plans and agreed to by the applicant that would avoid or mitigate the effects to a point where clearly no significant effects would occur. Said Mitigation Measures are included in Attachment A of the Initial Study which is attached hereto and incorporated herein. Therefore, the preparation of an Environmental Impact Report is not required. The Initial Study which provides the basis for this determination is attached and is on file at the Community Development Department, City of Tustin. The public is invited to comment on the appropriateness of this Negative Declaration during the review period, which begins with the public notice of Negative Declaration and extends for twenty (20) calendar days. Upon review by the Community Development Director, this review period may be extended if deemed necessary. REVIEW PERIOD ENDS 4:00 P.M. ON FEBRUARY 1, 1995 Date NEGDEC. PM5 3704.A Christine A. Shingleton Community Development Director DISPOSITION AND DEVELOPMENT AGREEMENT by and between THE TUSTIN COM]4UNITY REDEVELOPMENT AGENCY, as Agency, and SHEA HOMES LIMITED PARTNERSHIP, A California Limited Partnership, as Developer , 1995 DISPOSITION AND DEVELOPMENT AGREEMENT TABLE OF CONTENTS Page [100] I. SUBJECT OF AGREEMENT ............ 2 [101] A. Purpose of Agreement .......... 2 [102] B. The Redevelopment Plan ...... ,. . . 3 [103] C. Description of the Site ......... 3 [1043 [1053 IS06] [1073 [10si [~09] D. Parties to the Agreement ........ 3 1. Agency ............... 3 2. Developer .......... 4 3. Prohibition AgainSt Change ~n Ownership, Management and Control of Developer .......... 4 4. Representations and Warrant~e~ of Developer ............ 6 5. Relationshi~ of Agency to Developer 11 [200] II. DEVELOPMENT OF THE SITE ........... 11 [20z] [202] [203] [204] [205] [206] [2073 A. Scope of Development .......... 11 1. Development of The Site 11 2. Site Plan and Building Ele~Jti%~s ' ~ 11 3. Final Construction Drawings .... 12 4. Cost of Construction ........ 12 5. Agency--No Responsibility for Development of Site ........ Schedule of Performance ...... 12 6. 12 [208] B. Submission of Evidence of Financing . . . 13 [209] [2~0] [21~] [212] C. Prohibition Against Transfer ...... 15 1. General Prohibition ........ 15 2. Non-Applicability of Prohibition Against Transfer for Sale of Individual Lots .......... 16 3. No Encumbrances Except Mortgages, Deeds of Trust, Conveyances and Leases-Back or Other Conveyances for Financing for Development ............ 17 31-00001 Table of Contents (continued) page [213] D. Right 0f'.Agency'to Cure Mortgage Deed of Trust, or Other SeCUrity Interest Default 18 [214] E. Certificate of Completion ........ 18 _ . [215] F. On-going Responsibility of Developer . . 20 [300] III. FINANCIAL ASSISTANCE TO DEVELOPER ...... 21 [301] [302] [303] [304] A. Purpose of Agency Financial Assistance to Developer ................ 21 B. Agency Loan for Reimbursement for Newport Avenue Dedication ............ 22 C. Distribution of Agency Loan Proceeds . . 23 D. Terms of Agency Loan .......... 28 [400] IV. AGENCY FINANCIAL ASSISTANCE TO VERY-LOW, LOW AND MODERATE INCOME BUYERS ......... [401] [402] [403] [404] [4o5] [406] [407] A. Agency Subsidy Loan for Moderate Income Units ...... · · 4. 5. 6. Moderate Income Units Defined . . . Identification and Sale of Moderate Income Units ....... Promissory Note and Deed of Trust . Resale Restrictions. . . . .__ . . Alternative to Resale RestrictiOns . Covenants ............. [408] [409] [410] [411] [412] [413] [414] B. Agency Subsidy Loan for Low Income Units 1. Identification and Sale of Low Income Units ............... 2. Payment In Escrow ......... 3. Promissory Note and Deed of Trust . 4. Resale Restrictions__ ____ __ . 5. Alternative to Resale ReStrictionS . 6. Covenants ............. [415] c. [416] Agency Subsidy Loan for Very-Low Income Units .... 1. IdentiA;at'i;n a;d %fle' o'f 'Vjy' Income Units ............ 30 30 3O 31 31 32 33 33 34 34 34 35 35 36 37 37 37 ii Table of Contents (continued) Pa~ [417] 2. Payment in Escrow ......... · · p 38 · [418] 3. Promiss0ry'-NOte and ~eJd Of'Trust .... 38 [419] 4. Resale Restrictions ....... 39 [420] 5. Alternative to Resale Rest~iJt~o~s · · · 39 [421] 6. Covenants ............................ 40 [422] D. Deferred Loan for Down Payment Assistance . . 40 [423] E. Mortgage Credit Certificate Program ..... 42 [500] v. [501] [502] [503] [504] [505] [506] CONDITIONS ON CONSTRUCTION ......... 42 A. Time Limit for Construction ....... 42 B. Required Licenses and Permits ...... 43 C. Use of Contractor; One (1) Year Guarantee 43 D. Quality of Work ............. 43 E. Quality of Materials .......... 44 F. Clean-up of Premises .......... 44 [600] VI. USES OF THE SITE .............. 44 [601] [602] [603] [604] [605] [606] F. [607] G. [6083 H. A. Uses .................. 44 B. Affordable Housing Requirements ..... 45 C. Purchaser Selection Process and Criteria 46 D. Definition of Moderate Income Household ................ 46 E. Definition of Low Income Household · · . 47 Definition of Very-Low Income Household . . . 47 Definition of Affordable Housing cost for Moderate Income Households ......... 47 Definition of Affordable Housing Cost for Low Income Households ............ 48 01-00001 Table of Contents (continued) [609] I. Definition of Affordable Housing.Cost for verY,Low Income 'HouSeholds ......... [610] J. Definition of Owner Occupied ........ .................. [6~i] ...... K~'- ~tihSp~culati0n' ' Pr0visi0rns. . · ~- ,- ' · · · · · 1 Non-Restricted Units · · · · · · · · · · · 2. Moderate Income Units .......... 3. Low Income Units .......... 4 Very-Low Income Un~t~ · · · · · · · · · · · [612] L. Maintenance of the Site ........... page 49 5O 50 5O 51 55 58 62 [700] VII NON-DISCRIMINATION · · · · · · · · · · · · · · [701] [702] [703] A. Obligation to Refrain from Discrimination B. Form of Non-Discrimination and Non- Segregation Clauses ........... C. Effect and Duration of Covenants .... [800] VIII· [801] [802] [803] INSURANCE AND INDEMNIFICATION ...... A. Worker's Compensation, Bodily Injury and Property Damage Insurance ........ B. Insurance Endorsements ......... C. Indemnification ............. 63 63 64 66 67 67 67 68 [900] IX. DEFAULTS, REMEDIES AND TERMINATION ..... [90mi [902] [903] [904] [9o5] [906] [907] [908] A. Default ................. B. Notice ................. C. Cure Period ............... D. Rights and Remedies ........... E. Legal Action .............. 1. Venue ............... 2. Service of Process ......... 3. Applicable Law ........... 69 69 70 70 71 72 72 72 72 iv Table of Contents (continued) Page [909] [910] [911] F. Rights of Termination .......... 72 1. Termination by Developer ...... 72 2. Termination bY Agency ...... , 73 [912] G. Rights and Remedies Are Cumulative . . . 73 - - - [913] H: EffaC't of Violation. 6'f' the Terms and - Provisions of this Agreement ...... 74 [lO00] x. [1001] [1002] [1003] [1004] [1005] [1006] [1007] [100SI [1009] [1OLO] 74 GENERAL PROVISIONS ............. A. Disputes to be Determined by Agency . . · 74 B. Local, State and Federal Laws ...... 75 C. Taxes, Assessments, Encumbrances and Liens 75 D. Rights of Access ............ 75 E. Conditions, Covenants and Restrictions · 75 F. Notices, Demands and Communications Between the Parties ............... 76 G. Conflicts of Interest .......... 77 H. Enforced Delay; Extension of Times of Performance ............... 77 I. Non-liability of officials and Employees of Agency ................. 78 J. Inspection of Books and Records ..... 79 [1100] XI. SPECIAL PROVISIONS ............. 79 [1101] A. Successors In Interest ......... 79 [1200] XII. ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS . . 79 [1300] XIII. DATE OF THE AGREEMENT BY AGENCY ....... 80 ;101-00001 17026_1 DISPOSITION AND DEVELOPMENT ~GREEMENT THIS AGREEMENT is entered into by and between the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, .................. to. wit, .a California community redevelopmentagency ("Agency"),.and Shea Homes Limited Partnership, a California limited partnership, ("Developer"). Agency and Developer hereby agree as follows: I. [100] SUBJECT OF AGREEMENT A. [101] purpose of Aqreement The general purpose of this Agreement is to promote the implementation and realization of the objectives of the Redevelopment Plan (the "Redevelopment Plan") for the South Central Redevelopment Project Area (the "Project Area"), by providing for the improvement of the hereinafter described Site with a 145 unit, single family, owner occupied project (the "Project"). The development and operation of the Site for such uses as allowed pursuant to this Agreement and the fulfillment of this Agreement are in the vital and best interest of the City of Tustin and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and local laws. Completing the development on the Site will also eliminate blight in the Project Area, increase the supply of iow to moderate income housing in the community, provide additional jobs for the community and substantially improve the economic and physical conditions of the community in accordance with the purposes and goals of the Redevelopment Plan. B. [102] The Redevelopment Pled This Agreement is subject to the provisions of the RedeveloPment Plan which'wasapproved and adopted by the citY council of the City of Tustin by Ordinance No. 840 as amended by Ordinance N0~--939 and'il42, - Said ordinances and the RedeveloPment Plan, as amended, are incorporated herein by reference and made a part hereof. C. [103] Description of The Site The "Site" is that portion of the City and the Project Area designated and illustrated on the Assessor Parcel Map, attached hereto and incorporated herein as Attachment No. 1, and having the legal description set forth in the "Legal Description of the Site", incorporated herein as Attachment No. 2 to this Agreement. The Site is currently oWned by the Shea Homes Limited Partnership. D. [104] Parties to the Agreement 1. [105] Agency Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office and mailing address of Agency is: 300 Centennial Way, Tustin, CA 92680. "Agency", as used in this Agreement, includes the City of Tustin Community Redevelopment Agency, and any assignee of or successor to its rights, powers and responsibilities. "City", as used in this Agreement, includes the City of Tustin, and any assignee of or successor to its rights, powers and responsibilities. 01-00001 'o2s..1 2. [106] Developer Developer is Shea Homes Limited Partnership, a California , ........... limited partnershiP. The general partner Of'DeVeloper is J.F,-shea- co., Inc., a Nevada corporation (hereinafter referred to as "General partner~), Th&-maiiing~address'of Dev'e~o~er"~: p.o--B0X487, 655 Brea canyon Road, Walnut, CA, 91788-0487. Whenever the term "Developer" is used herein, such term shall include any permitted nominee or assignee as herein provided. 3. [107] Prohibition Aqainst Change in ownership, Manaqement and Control of Developer Developer recognizes that, in view of the following, the qualifications and identity of Developer, and its principals, are of particular concern to the community and Agency: a. the importance of the redevelopment of the Site to the general welfare of the community; b. the public assistance that has been made available by law and by the City and Agency for the purpose of making such redevelopment possible; c. the fact that a change in ownership or control of Developer or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or control of Developer or the degree of control thereof, is for practical purposes, a transfer or disposition of the property then owned by Developer. Developer further recognizes that it is because of such qualifications and identity that Agency is entering into this 1 ln-14xX~01 a 4 Agreement with Developer. Developer represents and agrees that its acquisition of the site and'hits Other'undertakings pursuant t© this Agreement are for the purpose of redevelopment of the Site. Except as otherwise ............... P-r~vided bei°w"~~ (a)-'DeV~i~pe~- Sh~11--n0t' assign aii or any part of this Agreement or its right or obligations herein without the prior written approval of Agency, which approval shall not be unreasonably withheld, (b) no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement without the written approval of Agency, which approval shall not be unreasonably withheld, (c) there shall be no change in the membership, ownership, management or control of Developer without Agency's prior written consent, and (d) this Agreement may be terminated by Agency without penalty if Developer assigns or attempt~ to assign all or a portion of its interests in this Agreement without the prior written consent of Agency. Notwithstanding the preceding sentence, however, and subject to Agency's good faith review and approval of the assignee's ability to perform this Agreement, Developer may assign its interest in this Agreement to any other California general or limited partnership, in good standing and authorized to do business in the State of California, so long as (1) " the General Partner is also a general partner of the assignee, and (2) the assignee, by a recordable written instrument, satisfactory to Agency, for such assignee and its successors and assigns, and for the benefit of Agency, expressly assumes all of the obligations of Developer under this Agreement and agrees to be subject to all 01-00001 '026_1 5 conditions and restrictions to which Developer is subject. Developer shall, at least thirty~ (30) business days in advance of the assignment, provide to Agency, f0r its review 'and approval: (1) a copy of the proposed assignment and assumption agreement, (2) ................... evidence, ..... satisfactory to Agency, that th-e Gener~1 Part,er iS aisc a general partner of the assignee, and (3) financial information sufficient to satisfy Agency, in its good faith discretion, that the assignee is able to perform this Agreement. The provisions of this Section 107 shall terminate upon the recordation of a Final Certificate of Completion pursuant to Section 214 of this Agreement. Representations and Developer Warranties of Developer represents and warrants to Agency that Developer has the experience, qualifications and legal status necessary to perform as Developer pursuant to this Agreement. As an inducement to Agency to enter into this Agreement, Developer represents and warrants to Agency as follows: a. Developer is a California limited partnership and has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. b. Developer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby; c. Ail requisite corporate or partnership actior has been taken by Developer in connection with the entering into this Agreement', the instrUments referenced. herein, and~he C0~Su~ati0n of the transactions contemplated hereby. No consent of any add~ti0nai partner,-sharehOlder, creditor,-'investOr,. judicial or administrative body, authority or other party is required; d. The individuals executing this Agreement and the instruments referenced herein on behalf of Developer and the partners, officers and trustees of Developer, if any, have the legal power, right and actual authority to bind Developer to the terms and conditions hereof and thereof; e. This Agreement and all documents required hereby to be executed by Developer are and shall be valid, legally binding obligations of and enforceable against Developer ir accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, interim zoning ordinances, and similar laws or equitable principals affecting or limiting the rights of contracting parties generally; f. Neither the execution and delivery of this Agreement and the documents referenced herein, nor the incurring of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referenced herein conflict with or result in the material breach of any terms, conditions, or provisions of, or constitute a default under any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, 01-0(X)01 o~s..~ 7 loan partnership agreement, lease or other agreements or instruments to which Developer is a party or affecting the Site; ........................ g.- No attaChments, ~executi0n - proceedings, assignments of benefit of creditors, bankruptcy, reorganization or ~ther'-pr0ceedings'arepending 0~"threatened'against Devei0per'or, to the best of Developer's knowledge, any general partners or officers of Developer nor are any such proceedings contemplated by Developer or, to the best of Developer's knowledge, any general partner of Developer; h. Except as otherwise previously disclosed by Developer, to Agency, in writing, which writing is attached hereto and incorporated herein by reference as Attachment 17: (i) Developer does not use, treat, store or dispose of, and, to the best of Developer's knowledge, has not permitted anyone else to use, treat, store or dispose of Hazardous Substances at, on or beneath the Site in violation of any federal, state or local law, regulation or ordinance; (ii) Developer has no knowledge of the presence, use, treatment, storage, release or disposal of any Hazardous Substances at, on or beneath the Site which has created or might create any liability of owners or occupants of the Site under any federal, state or local law or regulation or which would require reporting to a governmental agency; (iii) To the best of Developer's knowledge, no asbestos or polychlorinated byphenyls ("PCB's") are contained in or stored on the Site; and (iv) To the best of Developer's knowledge, there are no underground storage tanks located in, on or under the ..... Site; i. To the best of Developer's 'knowledge, all ......... ~-~p0r-ts~~- d0c~ents, .... instrumented- inf~rmati0n ~and f~'rms of 'evidence delivered by Developer, to Agency, concerning or required by this Agreement are accurate, correct, and sufficiently complete to give Agency true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission; and j. Developer has, and shall maintain throughout the term of this Agreement, sufficient equity, capital and firm and binding commitments to (i) pay through completion, all costs of development, construction, marketing and sale of all of the improvements as defined in Attachment 3 hereto (the "Site Improvements"); and (ii) enable Developer to perform and satisfy all of the covenants of Developer contained in this Agreement. Developer shall not undertake such additional projects as could reasonably be expected to jeopardize the sufficiency of such equity, capital and firm and binding commitments for the purposes expressed in the preceding sentence. Developer shall inform Agency if and when the line of credit referenced in Section 208 below is cancelled. k. Developer does not have any contingent obligations or any other contracts which could materially and adversely affect the ability of Developer to carry out its obligations hereunder. , 1. There are no material legal proceedings either ~1.00C)01 ~2s_~ 9 pending or, so far as is known to Developer, threatened, to which Developer is or may be made a party, or to which any of Developer's property,'inCluding the site, is or'may become SUbjeCt' Which haS not been fully disclosed in the documents submitted to Agency and which could materially adversely affect the ability of Developer to carry out its obligations hereunder. m. Developer has performed all of its obligations to be performed on or prior to the date of this Agreement, in accordance with the Schedule of Performance, as defined in Section 207, below, and is not in default thereunder. n. Except as otherwise provided below, Developer may perform the development of the Project and the construction of the Site Improvements itself, without the use of a general contractor, and with or without the use of various subcontractors for the performance of various aspects of the development and construction. The preceding sentence shall not be construed as an abrogation of the provisions of SeCtion 303 below, regarding the requirement of competitive bidding on Agency Assisted Site Improvements (as defined in the Scope of Development). Each of the foregoing items, a through n, inclusive, is deemed to be an ongoing representation and warranty. Developer shall promptly advise Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items, a through n, inclusive. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties 10 and the permitted successors and assigns of the Parties. Whenever the term "Developer" is used herein, such term shall include any Other' permitted sUCCessors-and assigns as herein proVided, 5. [109] Relationship of Agency to DeveloDer ................... it"i~-'-~ereby acknowledged"'that~'-the-relati0nship of Agency to Developer is neither that of a partnership nor that of a joint venture and that Agency shall not be deemed or construed for any purpose to be the agent of Developer. Nor shall Developer be deemed or construed to be the agent of Agency. II. DEVELOPMENT OF THE SITE [200] A. [201] $coDe of Development 1. [202] Development of The S~te The Site shall be developed by Developer in accordance with and within the limitations established in the "Scope of Development", which is attached hereto as Attachment No. 3 of this Agreement and pursuant this Agreement and all plans approved by Agency. 2. [203] Site Plan and Buildinq Elevations Agency has basic concept drawings and related documents for the development of the Site. The development of the Site shall be developed substantially as shown on the approved site plan (attached hereto and incorporated herein by reference as Attachment 7), basic concept drawings and related documents, except as changes may be approved in writing by both Developer and Agency. Any such changes shall be within the limitations of the Scope of Development (Attachment 3). 1-00001 26_1 11 3. [204] Final Construct$on Dyawinqs Developer shall prepare and submit any and all construction or-other-~wings or plans and all related documents in their final stage for the development pertaining to the Site (the "Final Construction Drawings") to Agency for Agency's review and written approval within the time established in the Schedule of Performance, as defined in Section 207, below. Final Construction Drawings are hereby defined as those required for and in sufficient detail to obtain City of Tustin building permits for all Site Improvements for which permits are required, for each phase as defined in the Scope of Development (Attachment 3). 4. [205] Cost of Construction Developer shall bear the cost of planning, designing, preparing the Site and constructing all Site Improvements thereon. 5. [206] ~qency--No Responsibility for Development of Site Agency has no responsibility for the development of the Site and nothing herein shall imply, nor be construed, to place any such responsibility on Agency. 6. [207] Schedule of Performance Developer shall begin and complete the construction and development of the Site Improvements and shall submit all plans, drawings and other documents within the times specified in the Schedule of Performance, attached hereto as Attachment 4, and incorporated herein. 11t'~-~0001 l' 12 Agency shall diligently process, review and consider approve~ of plans in accordance with the purpose and intent of this Agreement, and Within the~ times established in the Schedule of Performance (Attachment 4). .................... Developer-has sUbmitted to A~enCy, and"Agency has approved, a standard form for use in reporting construction progress. When and as reasonably requested by Agency, during periods of construction, Developer Shall submit to Agency a written report, in such standard form, showing the then-current progress of construction. B. [208] Submission of Evidence of Financing As a condition precedent to Agency's obligation to make available any AgencY 'assistance to Developer, and within the times established therefor in the Schedule of Performance (Attachment 4), Developer shall submit to Agency the following Evidence of Financing: 1. The final loan documents for the financing of the acquisition and development of the Site and the construction of the Project, including: (a) those loan documents pertaining to any outstanding indebtedness in connection with the acquisition of the Site; (b) a letter from a federally-insured financial institution to the effect that - (i) Developer has a good and established business relationship with the financial institution, (ii) Developer has a line of credit established at the financial institution that would be sufficient, if Developer in its discretion chose to use the line of credit for such purposes, to (A) pay through completion all costs of development, construction, marketing and sale of the Site Improvements, and (B) enable Developer to perform and satisfy all of 01-00001 ~o26_~ 13 the covenants of Developer contained in this Agreement; and (c) such other documents, pertaining to other than the line of credit, as ...... agency,-in its good faith discretion, determines Will-assist--~in the evaluation of whether Developer is able to construct the Site Improvements and perform this Agreement; 2. Copies of the contract(s) between Developer and any or all general contractors, if used by Developer, or subcontractors for the construction of the Agency Assisted Site Improvements, certified by Developer to be true and correct copies thereof; 3. A detailed budget for the Project showing anticipated "hard" and "soft" costs or other evidence reasonably satisfactory to Agency establishing that the financing will be sufficient to pay off any outstanding acquisition costs and develop the Site as required by this Agreement; 4. Proof of equity contributions sufficient to cover any gap between the financing available for the Project and the cost of the Project; and 5. A payment bond in such form and issued by such bonding company as Agency Executive Director may reasonably approve, guaranteeing the lien-free completion of the Agency Assisted Site Improvements. Agency shall approve or reasonably disapprove such Evidence of Financing within the times established in the Schedule of Performance (Attachment 4). 1101-ex'X301 C. [209] Prohibition Against Transfer 1. [210] General ProhibitioD prior to the recordation Of a Final-~ certifiCate of Completion, as defined in SeCtion 214, below, Developer shall not, except'-as'-e~ressly permitted by this Agreement, assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site, the Site Improvements, or the Project without prior written approval of Agency, which approval shall not be unreasonably withheld. Any such proposed transferee shall have the qualifications and financial responsibility necessary and adequate as may be reasonably determined by Agency, to fulfill the obligations undertaken in the Agreement by Developer. Any such Proposed transferee, by a recordable written instrument, satisfactory to Agency, for such proposed transferee and its successors and assigns, and for the benefit of Agency, shall expressly assume all of the obligations of Developer under this Agreement and agree to be subject to all conditions and restrictions to which Developer is subject. There shall be submitted to Agency for review and approval (which approval shall not be unreasonably withheld) all instruments and other legal documents proposed to effect any such transfer; and if approved by Agency, its approval shall be indicated to Developer in writing. Notwithstanding the foregoing, however, and subject to Agency's good faith review and approval of the transferee's ability ~1-00001 :2~_1 15 to perform this Agreement, Developer may transfer its interest in the Site, the Site Improvements and the Project to any other California general or limited partnership, i~ go~d standing andauth'0rize~--t0 do business in the State of California, so long as (1) the General Partner is also a general partner of the transferee, and (2) all of the requirements of the preceding paragraph are met. Developer shall, at least thirty (30) business days in advance of the transfer, provide to Agency, for its review and approval: (1) a copy of the proposed recordable written transfer and assumption instrument pursuant to which the transferee expressly assumes all of the obligations of Developer under this Agreement and agrees to be subject to all conditions and restrictions to which Developer is subject hereunder, (2) evidence, satisfactory to Agency, that the General Partner is also a general partner of the transferee, and (3) financial information sufficient to satisfy Agency, in its good faith discretion, that the transferee is able to perform this Agreement. In the absence of specific written approval by Agency, as provided above, no sale, transfer,' conveyance or assignment of the Site or any portion thereof, shall be deemed to relieve Developer or any other party from any obligations under this Agreement. 2. [211] Non-Applicability of Prohibition Aqainst Transfer for Sale of Individual Lots Recognizing the Site will be subdivided and developed with the intent to sell individual, residential lots to the general public, the general prohibition against transfer outlined in Section 210, above, shall not be applicable to the sale of individual lots identified in Final Tract Map No. 14934 and sold to the genera? public as part of this Agreement or to the transfer of "common area" property to the Homeowners Association being established pursuant to the laws and regulations of the State of California for the management of the Site. The general prohibition in Section 210, however, shall be applicable to the sale of more than two residential lots to any person, group of persons or legal entities. 3. [212] No Encumbrances Except Mortgaqes, Deeds of Trust, Conveyances and Leases-Back or Other Conveyances for Financinq for Development Notwithstanding Section 210, mortgages, deeds of trusts, conveyances and leaseback, or any other form of conveyance required for the financing are permitted for the purposes of securing loans of funds to be used for financing the expenditures necessary and appropriate to construct the Site Improvements as required by this Agreement. Developer shall notify Agency in advance of any mortgage, deed of trust, conveyances and leaseback, or other form of conveyance for financing if Developer proposes to enter into the same before recordation of a Final Certificate of Completion, as defined in Section 214 below. Developer shall not enter into any such conveyance for financing without the prior written approval of Agency, and such approval shall not be unreasonably withheld or delayed. The words "mortgage" and "deed of trust" as used herein includes all other appropriate modes of financing real estate 31-00001 ~2~_1 17 acquisition, construction and land development. D. [213] Right of Agency to Cure Mortqaqe Deed of Trust'---0r-'Other security 'interest DefaUlt ......... In the event of a default or breach by Developer of any m~-t~-g~]'~-deed of trUstor'other security-'interest with'respect to the Site (or any portion thereof) prior to the recordation of a Final Certificate of Completion, as defined in Section 214, below, Agency may cure the default prior to completion of any foreclosure. In such event, Agency shall be entitled to reimbursement from Developer of all costs and expenses incurred by Agency in curing the default. Agency shall also be entitled to a lien upon the Site (or any portion thereof) to the extent of such costs and disbursements. Any such lien shall be subordinate and subject to mortgages, deeds of trust, or other security instruments executed for the sole purpose of obtaining funds to acquire and develop the Site as authorized herein. E. [214] Certificate of Completion Agency shall furnish Developer with a Certificate of Completion, in such form as further defined in this Section 214, after (1) Agency receives written request therefor by Developer, and (2) Agency, in its reasonable discretion, determines that all Site Improvements have been completed and all construction and development and other obligations required of Developer, pursuant to this Agreement, have been fulfilled (the "Final Certificate of Completion"). Agency shall also furnish Developer with Certificate(s) of Completion for portions of the Site Improvements as are properly completed and ready to use if Developer is not then 110'~-~0001 ~' 18 in default under this Agreement ("Interim Certificates of Completion"). Agency shall furnish Certificate(s) of Completion within thirty (30) calendar days after request therefor by Developer. Such Certificates of Completion shall constitute evidence of satisfactory completion of the requirements of this Agreement, or, as applicable, the requirements of portions of this Agreement. After the recordation of the Final Certificate of Completion, any party then owning or thereafter purchasing or otherwise acquiring any interest in the Site or any portion thereof, including any residential unit constructed thereon, shall not (because of such ownership, purchase or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by such covenants as required by this Agreement in Sections 611 and 702. The Final Certificate of Completion shall be in such form as to permit it to be recorded with the Orange County, California, Recorder's Office. Interim Certificates of Completion shall not be recorded. If Agency refuses or fails to furnish a Certificate of Completion for the Project within thirty (30) calendar days after request therefor by Developer, Agency shall, within three (3) working days after expiration of such 30-day period, provide to Developer a written statement setting forth the reasons for such refusal or failure to furnish a Certificate of Completion. Said statement shall also contain Agency's opinion of such action Developer must take'to obtain a Certificate of Completion. If Agency shall have failed to provide such written statement within said 3-day period, Developer ~1-00001 ~26_1 19 shall be deemed exclusively and without further action by Agency to have satisfied the requirements of this Agreement with respect to the Si~e"~s-if a certificate of C0-~pietion had been"'-issued the~efor~ Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Site Improvements, nor any part thereof. Such Certificate of Completion is not notice of completion as referred to in Section 3093 of the Civil Code. F. [215] On-going Responsibility of Developer Commencing with Developer's execution of this Agreement and continuing through the recordation of a Certificate of Completion, Developer shall immediately notify Agency of its discovery of any Hazardous Substances on the Site. In the event that any Hazardous Substances are discovered, it shall be the sole responsibility of Developer, its heirs, assigns and successors in interest to undertake all remedial removal and/or other actions necessary to clean up all Hazardous Substances on or affecting the Site in accordance with all applicable federal, state and local laws, regulations, rules and policies. Further, commencing with Developer's execution of this Agreement and continuing through the recordation of a Final Certificate of Completion, Developer shall provide to Agency, upon reasonable written request by Agency (but, in no event, more than once a year), Developer's representation substantially similar to the following-. 20 1. To the best of Developer's knowledge, using du~ diligence and reasonable investigation, the property is not in ................ ViOlation of-any'federai~ s~ate'or-iocai law,-ordinanCe or regUlation relating to environmental conditions on, under or about the Site, including, but not limited to, soil and groundwater conditions. 2. Except as otherwise previously disclosed to Agency pursuant to Section 108 above and as described in Attachment 17 hereto, neither Developer, nor any third parties (to the best of Developer's knowledge, after due inquiry and investigation) has used, generated, transported, manufactured, refined, produced, processed, stored, released, or disposed of on, under or about the Site or transported to or from the Site any "Hazardous Substances" nor does Developer intend to use the Site in the future for the purpose of using, generating, manufacturing, refining, producing, storing, releasing, disposing, handling, transferring, processing or transporting of Hazardous Substances. 31-CX)001 ~2~_~ III. [300] A. [30 ] FINANCIAL ASSISTANCE TO DEVELOPER purpose of Agency Financial Assistance to Developer The purpose of Agency financial assistance to Developer is to assist Developer: (1) in the demolition and elimination of certain existing improvements on the Site located within a proposed right-of- way, which improvements have been deemed to be a blighting influence in the Project Area; (2) to provide for the development of a 145 unit single family, owner occupied residential project; and (3) to record covenants requiring the maintenance of affordability, for the life 21 of the Redevelopment Plan (i.e., until July 15, 2015), of (a) seven (7) of such owner occupied single family units to moderate income households as defined by Section 50093 of the Health and Safety Code, (b) six (6) of such owner occupied single family units to low income households as defined by Section 50079.5 of the Health and Safety Code, and (c) eight (8) of such owner occupied single family units to very low income households as defined by Section 50105 of the Health and Safety Code. B. [302] Agency Loan for Reimbursement for Newport Avenue Dedication In consideration of Developer,s proposed development, the City has required the total clearance and dedication of the right-of- way for the proposed extension of' Newport Avenue south, along the perimeter of the subject site. The area to be cleared and dedicated is identified on Final Tract Map No. 14934, which is incorporated herein by reference. There are two hundred ninety-six (296) total units to be demolished on, and cleared from, the Site. Fifty-six (56) of those units are located on the portion of the Site to be dedicated as Newport Avenue, and, for that reason, the cost of demolition and clearance of fifty-six (56) units is to be included in the amount of the Agency Loan, described below. Because of Developer's and Agency's desires that seven (7) units include covenants requiring them to be affordable to'moderate income households for the life of the Redevelopment Plan, that six (6) units include covenants requiring them to be affordable to low 22 income households for the life of the Redevelopment Plan, and that eight (8) units include covenants requiring them to be affordable to ~ry~10W income hOuSeholds fo'r the-iife--°f the-Redevei~pment plan, ' Developer is unable to amortize the cost of this clearance and dedication and maintain-the'needed and desired price structure for the single family units. To achieve the above-described affordable price structure for the residential units, Agency shall lend to Developer and Developer shall borrow from Agency an amount equal to the sum of the amounts ultimately determined under Section 303 below, which sum shall not exceed Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183) (the "Agency Loan"). It shall be the responsibility of Developer to obtain the additional funds necessary to develop the Site in accordance with this Agreement. C. [303] Distribution of Agency Loan Proceeds 1. The Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollar ($397,183) amount of the Agency Loan is based on the following: (1) an estimated One Hundred Thirty-Two Thousand Four Hundred Forty Dollars ($132,440) for the cost of demolition of fifty- six (56) units (based on an estimate of Seven Hundred Thousand Dollars ($700,000) for the total cost of demolition of all two hundred ninety-six (296) units, or Two Thousand Three Hundred Sixty- Five Dollars ($2,365) per unit); (2) a One Hundred Four Thousand Two Hundred Forty-Three Dollar ($104,243) not to exceed payment for dedication of the Newport Avenue right-of-way; (3) an estimated 31-.00001 ~26_1 23 Forty Thousand Five Hundred Dollars ($40,500) for the cost of cul-de- sac improvements; and (4) an estimated One Hundred Twenty Thousand .......... b'~11a~s-- ($120,-000) for the cOst' '0f inStailation and three year maintenance of landscaping in the Newport Avenue dedication area. Agency shall include in the Agency Loan an amount equal to the lesser of: (1) the actual cost of the demolition of fifty-six (56) units, the maximum credit for the dedication of the Newport Avenue right-of-way of One Hundred Four Thousand Two Hundred Forty- Three Dollars ($104,243), the actual cost of the construction of cul- de-sac improvements, and the actual cost of the installation and three-year maintenance of the Newport Avenue dedication area landscaping, or (2) Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183). 2. Such amount shall not be determined until Developer has done the following: (a) Developer shall prepare or cause to be prepared all plans, drawings and specifications (the "Plans") necessary to construct and install the improvements within the public right-of-way or area to be dedicated (i.e., the cul-de-sac improvements and the Newport Avenue dedication area landscaping improvements) and to maintain the landscaping improvements. The Plans shall be submitted to the City Planning Department for review and approval before bids are solicited by Developer as hereinafter provided. (b) Developer shall solicit bids and award contracts for the demolition of the two hundred ninety-six (296) units, the construction of the cul-de-sac improvements, and the installation and 11 ~'--~3001 1 24 maintenance of the landscaping, to the lowest responsible bidder based upon multiple competitive bids. The term "lowest responsible ........ bidder,' Shali-' mean the lowest 'bidder who possesses the quality, fitness and capacity to satisfactorily perform the work, as determined by Developer in its reasonable discretion. A bid summary documenting the actual contract cost for the demolition of the two hundred ninety-six (296) units, the construction of the cul-de-sac improvements and the installation and maintenance of the landscaping shall be submitted to the Assistant City Manager of City for review and approval. After the date of execution of this Agreement, any change orders to a contract that affects the actual costs of the demolition, the construction of the cul-de-sac improvements, or the installation and maintenance of.the landscaping, shall be submitted to the Assistant City Manager of City for review and approval before they are authorized by Developer. If Assistant City Manager does not approve or disapprove such change orders within five (5) days after submission, such change orders shall be deemed approved. (c) Developer agrees to maintain complete and accurate accounts, invoices, and records of all monies expended or paid pursuant to contracts for the demolition of the units, the construction of the cul-de-sac improvements, and the installation of the landscaping during the course of such demolition, construction, and installation. Upon completion of the demolition of the two hundred ninety-six (296) units, the construction of the cul-de-sac improvements, and the installation of the landscaping improvements, respectively, final accountings shall be made to establish the 01-00001 'o2e..~ 25 respective costs thereof. 3. Agency shall distribute the Agency Loan proceeds based on the following schedule and conditions: A. Conditions. Agency shall disburse to Developer an amount not to exceed Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183), in increments as provided in Subsection 4 of this Section 303, subject to the following conditions: 1. The demolition and clearance of all two hundred ninety-six (296) units shall have been completed; 2. Developer shall have obtained fee simple, merchantable title to the Site free and clear of any liens or encumbrances; 3. Developer shall have submitted and Agency shall have approved, the Evidence of Financing pursuant to Section 208; 4. Developer shall have furnished a CLTA lender's policy showing: (1) fee simple title to the Site as vested in Developer, (2) Agency as the insured lender, and (3) no monetary liens or encumbrances other than loans approved under Section 208 and a lien for taxes not yet due and payable; 5. Developer shall have furnished to Agency proof of insurance coverage as provided in Sections 801 and 802; 6. Developer shall have submitted and Agency shall have approved Final Construction Drawings pursuant to, and as defined in, Section 204 for each phase for which Final Construction Drawings are then required, pursuant to the Scope of Development (Attachment 26 3); 7. Developer is not then in default under this Agreement; and 8. Developer shall have satisfied the applicable requirements of Subsection 2 of this Section 303, with respect to the particular component (i.e., demolition, construction of cul-de-sac improvements, or installation of landscaping and execution of three- year landscaping maintenance contract) for which disbursement is sought and the actual cost of such component shall have been established. 4. Schedule. The amount.to be disbursed to Developer, under this Section 303, shall be disbursed in increments as follows: (a) the disbursements with respect to the demolition component and the construction of cul-de-sac improvements component shall be made after such respective components have been completed and the final accountings have been made to establish the respective costs thereof, (b) a disbursement in the amount of One Hundred Four Thousand Two Hundred Forty-Three Dollars ($104,243) shall be made when the Newport Avenue right-of-way has been offered for dedication to the City by way of the recordation of Final Tract Map No. 14934, and (c) the landscaping installation and maintenance contract disbursement shall be made when all landscaping has been installed and approved by City and a three-year maintenance contract has been executed. The particular time of each such disbursement shall be as set forth in the Schedule of Performance (Attachment 4). Notwithstanding the foregoing, however, no further disbursements shall be made after such ~1-00001 ~2~_1 2 7 time as total disbursements have equalled Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183). ....... D~ -- [304]~-- Terms 0f~AqehCy'L6an ............. The Agency Loan shall be evidenced by Developer executing and delivering to Agency a promissory note in the form attached hereto as Attachment 5 and incorporated herein by this reference, in the amount of the Agency Loan described in Sections 302 and 303. The Promissory Note (Attachment 5) shall be executed concurrently herewith, but no interest shall begin to accrue thereunder until such time as the first disbursement has been made. The Promissory Note (Attachment 5) shall be secured by a Deed of Trust which Developer shall execute and which shall be recorded as a lien against the property and subordinate to any trust deeds required for financing the Site Improvements on the property. The Deed of Trust is attached as Attachment 6 and incorporated herein by this reference. 11 r'~r~3001 The amounts disbursed under the Promissory Note (Attachment 5) shall accrue interest at the rate of seven percent (7%) per year, compounded monthly, from the applicable dates of disbursement. The principal balance of the Promissory Note (Attachment 5) and all accrued interest shall be due and payable as follows: 1. Upon the close of escrow of the ninety-first (91st) of the units on the Site to be sold by Developer, the recordation of thirteen (13) deeds containing the covenants required by Sections 611 and 702 below, the execution and delivery to Agency of thirteen (13) notes evidencing Agency Subsidy Loans, as defined in Sections 402, 28 408 and 415 below, and the execution and recordation of thirteen (13! deeds of trust securing the same, and provided that Developer is not then in default Under-this-Agreement"or any of the documents attached hereto, sixty-two and one-half percent (62.5%) of the total principal amount of the Promissory Note (Attachment 5) plus all interest then accrued with respect to that portion of the principal, shall then be deemed paid. Upon the close of escrow of the one-hundred-ninth (109th) of the units on the Site to be sold by Developer, the recordation of the sixteenth (16th) deed containing the covenants required by Sections 611 and 702 below, the execution and delivery to Agency of the sixteenth (16th) note evidencing an Agency Subsidy Loan, as defined in Sections 402, 408 and 415 below, and the execution and recordation of the sixteenth (16th) deed of trust securing the same, and provided that Developer is not then in default under this Agreement or any of the documents attached hereto, seventy-five percent (75%) of the total principal amount of the Promissory Note (Attachment 5) plus all interest then accrued with respect to that portion of the principal, shall then be deemed paid. All remaining amounts due and owing under the Promissory Note (Attachment 5) shall be deemed paid, and Agency shall cancel the Promissory Note (Attachment 5), when: all of the conditions of the preceding two sentences have been satisfied; escrow has closed for the last of the one hundred forty-five (145) units to be sold by Developer; twenty-one (21) deeds containing the covenants required by Sections 611 and 702 below have been recorded; twenty-one (21) notes evidencing Agency Subsidy Loans, as defined in Sections 402, 31-00001 ~2~_1 29 408 and 415 below, have been executed and delivered to Agency; twenty-one (21) deeds of trust securing the same have been executed ........... and'recorded; a~d alI of DeVel0per~s Obligations hereUnder'and under .......... the documents attached hereto have then been satisfied. 2. If Developer defaults under the terms of this Agreement, the Promissory Note (Attachment 5), the Deed of Trust (Attachment 6), or the Agreement to be Recorded Against Real Property (Attachment 16 hereto incorporated herein by this reference), and fails to cure such default pursuant to the provisions of Section 903, below, the Promissory Note (Attachment 5), including all accrued interest, shall become immediately due and payable. In the event Developer does not repay the full Promissory Note (Attachment 5) and all accrued interest when demand for such is made by Agency, Agency shall, at that time, have full rights under the Promissory Note (Attachment 5) and Deed of Trust (Attachment 6), and such other rights as may be afforded by law, to ensure repayment. IV. [400] A~ENCY FINANCIAL ASSISTANCE TO VERY-LOW, LOW, AND MODERATE INCOME BUYERS Ao [401] 1. [402] ~qency Subsidy Loan for Moderate Income Units Aqency Subsidy Loan for Moderate Incomo Units Defined Agency is providing Developer the Agency Loan, defined in Section 302, above, to ensure an "Affordable Housing Cost", as defined in Section 607, below, for seven (7) units for moderate income households, as defined in Section 604, below, to ensure an "Affordable Housing Cost", as defined in Section 608, below, for six 1~ ~'~0001 1 30 (6) units for low income households, as defined in Section 605, below, and to ensure an "Affordable Housing Cost", as defined in section-- 609"- bel0w] ...... for- eigh~(8) units for very-low income households, as defined in Section 606, below. Except as otherwise provided in Sections 408 and 415 below, each of these units shall be deemed to have an Agency subsidy of one-twenty-first (1/21st) of the original principal amount of the Agency Loan to Developer (i.e., Eighteen Thousand Nine Hundred Thirteen Dollars ($18,913) per unit if the original principal amount of the Agency Loan is Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183)). Such amount is referred to hereinafter with regard to the seven (7) units sold to moderate income households, as the "Agency Subsidy Loan for Moderate Income 1~0001 2~_.1 Units." 2. [403] Identification and Sale of Moderate Income Units Pursuant to Section 602, below, Developer shall identify and set-aside, and Agency shall approve in its reasonable discretion, seven (7) of the units identified as Plan 1 units on the Site Plan, attached hereto as Attachment 7. These units shall be sold by Developer at an Affordable Housing Cost for moderate income households, as defined in Section 607, below, and exclusively to moderate income households as defined in Section 604, below. 3. [404] Promissory Note and Deed of Trust Each purchaser of a unit identified in Section 403, above, shall execute and deliver to Agency, upon the close of escrow 31 for the purchase of the unit, a promissory note, in the form attached hereto as Attachment 8 and incorporated herein by this reference, in the amount of the Agency Subsidy Loan for Moderate Income Units made pursuant to Section 402. The Promissory Note (Attachment 8) shall be secured by a Deed of Trust which the purchaser shall execute and which shall be recorded as a lien against the property and subordinate to any trust deeds required for financing the purchase of the unit. The Deed of Trust is attached hereto as Attachment 9 and is incorporated herein by this reference. If, on July 15, 2015, either the purchaser, or a transferee who has assumed the Promissory Note pursuant to Section 405 below, owns the unit originally acquired with the proceeds of the Promissory Note, then the Promissory Note shall be cancelled at that time. 4. [405] Resale Restrictions If, prior to July 15, 2015, the purchaser of a moderate income unit, as identified by Developer and approved by Agency pursuant to Section 403, above, sells the unit, the purchaser must sell it at an Affordable Housing Cost, as defined in Section 607, to a moderate income person or household, as defined in Section 604, who assumes the obligations under the Promissory Note described in Section 404 above, with the prior written consent of Agency. Agency shall consent to the assumption, by such transferee, of the obligations under the Promissory Note, on receipt of evidence, reasonably satisfactory to Agency, that the sales price qualifies as an Affordable Housing Cost, as defined in Section 607, and the transferee qualifies as a moderate income person or household, as · I 32 defined in Section 604. If either of these conditions is not met~ then the provisions of Section 406 below shall apply. 5. [406] ~lternative to Resa~e~Restrictions If, prior to July 15, 2015, the purchaser of a moderate income unit, as identified by Developer and approved by Agency pursuant to Section 403, above, sells the unit but does not comply with Section 405, above, the purchaser shall repay to Agency the principal balance of the Promissory Note described in Section 404 above and, in addition, shall pay to Agency the "Agency's Share of Equity" earned in the unit during the time the purchaser was the owner of the unit. "Agency's Share of Equity" shall be the product of: the ratio that the Agency Subsidy Loan to Moderate Income Units bears to the sales price at the time of the original purchase, times the equity earned in the unit during the time the purchaser was the owner the unit. "Equity" shall be defined as the difference between the sales price at which the purchaser enters into a contract to resell the unit and the sum of (i) any mortgages outstanding at the time the unit is resold, including the Promissory Note described in Section 404 above, and any other mortgages owed to Agency, (ii) the down payment the purchaser originally paid at the time purchaser bought the unit, and (iii) normal and reasonable loan fees and closing costs paid for by purchaser when originally purchasing the unit. 6. [407] Covenants In addition to such other covenants required by this Agreement, Developer shall cause to be included in the grant deed for ~1-00001 ~2~_1 33 the sale of each unit the Covenants identified in Section 611.2, below. B. [408] A~ency Subsidy Loan for Low Income UD~ts In addition to the one-twenty-first (1/21st) Agency subsidy identified in Section 402 (not to exceed Eighteen Thousand Nine Hundred Thirteen Dollars ($18,913)), and in order to ensure the affordability of six (6) three-bedroom units for low income, four person households, Agency shall pay an additional Seven Thousand Seven Hundred Forty-three Dollars ($7,743) per unit for each of these units, for a total Agency subsidy per low income unit not to exceed Twenty-Six Thousand Six Hundred Fifty-Six Dollars ($26,656), to be referred to hereinafter as "Agency Subsidy Loan for Low Income units. - 11' ~001 1' 1. [409] Identification and Sale of Low Income Units Pursuant to Section 602, below, Developer shall identify and set aside, and Agency shall approve in its reasonable discretion, six (6) of the units identified as Plan 1 Units on the Site Plan, attached hereto as Attachment 7. These units shall be sold by Developer at an Affordable Housing Cost for low income households, as defined in Section 608, below, and exclusively to low income households as defined 'in Section 605, below. 2. [410] Payment In Escrow Before close of escrow for each of these six (6) units, Agency shall pay into escrow Seven Thousand Seven Hundred Forty-Three Dollars ($7,743), to be allocated towards the purchase price of the 34 unit. 3. [411] Promissory Note and Deed of Trust Each purchaser of a unit identified in Section 409, above, shall execute and deliver to Agency, upon the close of escrow for the purchase of the unit, a promissory note in the form attached hereto as Attachment 10 and incorporated herein by this reference in the Amount of the Agency Subsidy Loan for Low Income Units made pursuant to Section 408. The Promissory Note (Attachment 10) shall be secured by a Deed of Trust which the purchaser shall execute and which shall be recorded as a lien against the property and subordinate to any trust deeds required for financing the purchase . . of the unit, except any Agency trust deed for a down payment assistance loan as defined in Section 422, below. The Deed of Trust is attached hereto as Attachment 11 and incorporated herein by this reference. If, on July 15, 2015, either the purchaser, or a transferee who has assumed the Promissory Note pursuant to Section 412 below, owns the unit originally acquired with the proceeds of the Promissory Note, then the Promissory Note shall be cancelled at that time. 4. [412] Resale Restriction~ If, prior to July 15, 2015, the purchaser of a low income unit, as identified by Developer and approved by Agency pursuant to Section 409, above, wishes to sell the unit, the purchaser must sell it at an Affordable Housing Cost, as defined in Section 608, to a low income person or household, as defined in Section 605, who assumes the obligations under the Promissory Note )1-00001 ~2~_~ 35 - described in Section 411 above, with the prior written consent of Agency. Agency shall consent to the assumgtion, by such transferee, of the obligations under the Promissory Note, on receipt of evidence, reasonably satisfactory to Agency, that the sales price qualifies as an Affordable Housing Cost, as defined in Section 608, and the transferee qualifies as a low income person or household, as defined in Section 605. If either of these conditions is not met, then the provisions of Section 413 below shall apply. 5. [413] Alternative to Resale Re~tr~ct~ons If, prior to July 15, 2015, the purchaser of a low income unit, as identified by Developer and approved by Agency pursuant to Section 409, above, sells the unit but does not comply with Section 412, above, the purchaser shall repay to Agency the principal balance of the Promissory Note described in Section 411 above, and, in addition, shall pay to Agency the "Agency's Share of Equity" earned in the unit during time the purchaser was the owner of the unit. "Agency's Share of Equity" shall be the product of: the ratio that the Agency Subsidy Loan to Low Income Units bears to the sales price at the time of the original purchase, times the equity earned in the unit during the time the purchaser was the owner the unit. "Equity" shall be defined as the difference between the sales price at which the purchaser enters into a contract to resell the unit and the sum of (i) any mortgages outstanding at the time the unit is resold, including the Promissory Note described in Section 411 above, and any other mortgages owed to Agency, (ii) the down payment the purchaser originally paid at the time purchaser bought 'I)Ol 36 the unit, not including any down payment assistance provided by th~ Agency pursuant to Section 422, and (iii) normal and reasonable loan fees and closing costs paid for by purchaser when originally purchasing the unit. 6. [414] Covenants In addition to such other covenants required by this Agreement, Developer shall cause to be included in the grant deed for the sale of each unit the Covenants identified in Section 611.3, below. C. [415] Agency Subsidy Loan for Very Low Income Units In addition to the one-twenty-first (1/21st) Agency subsidy identified in Section 402 (not to exceed Eighteen Thousand Nine Hundred Thirteen Dollars ($18,913)), and in order to ensure the affordability of eight (8) three-bedroom units for very low-income, four person households, Agency shall pay an additional Seventy-Four Thousand Seven Hundred Twelve Dollars ($74,712) per unit for each of these units, for a total Agency subsidy per very-low-income unit not to exceed Ninety-Three Thousand Six Hundred Twenty-Five Dollars ($93,625), to be referred to hereinafter as "Agency Subsidy Loan for Very Low Income Units." 1. [416] Identification and Sale of Very Low Income Units Pursuant to Section 602, below, Developer shall identify and set aside, and Agency shall approve in its reasonable discretion, eight (8) of the units identified as Plan 1 Units on the Site Plan, attached hereto as Attachment 7. These units shall be sold by 01-00001 'o2s....~ 37 Developer at an Affordable Housing Cost for very low income households, as defined inSecti0n 609, below, and exclusively to very low income households as defined in Section 606, below. 2. [417] payment In Escrow Before close of escrow for each of these eight (8) units, Agency shall pay into escrow Seventy-Four Thousand Seven Hundred Twelve Dollars ($74,712), to be allocated towards the purchase price of the unit. 3. [418] Promissory Note and ~eed o~ Trus~ Each purchaser of a unit identified in Section 416, above, shall execute and deliver to Agency, upon the close of escrow for the purchase of the unit, a promissory note in the form attached hereto as Attachment 12 and incorporated herein by this reference in the Amount of the Agency SubSidy Loan for Very-Low-Income Units made pursuant to Section 415. The Promissory Note (Attachment 12) shall be secured by a Deed of Trust which the purchaser shall execute and which shall be recorded as a lien against the property and subordinate to any trust deeds required for financing the purchase of the unit, except any Agency trust deed for a down payment assistance loan as defined in Section 422, below. The Deed of Trust is attached hereto as Attachment 11 and incorporated herein by this reference. If, on July 15, 2015, either the purchaser, or a transferee who has assumed the Promissory Note pursuant to Section 419 below, owns the unit originally acquired with the proceeds of the Promissory Note, then the Promissory Note shall be cancelled at that time. 38 4. [419] Resale Restrictions If, prior to July 15, 2015, the purchaser of a very-low- ~ncome unit, as identified by Developer and approved by Agency pursuant to Section 416, above, wishes to sell the unit, the purchaser must sell it at an Affordable Housing Cost, as defined in Section 609, to a very-low income person or household, as defined in Section 606, who assumes the obligations under the Promissory Note described in Section 418 above, with the prior written consent of Agency. Agency shall consent to the assumption, by such transferee, of the obligations under the Promissory Note, on receipt of evidence, reasonably satisfactory to Agency, that the sales price qualifies as an Affordable Housing Cost, as defined in Section 609, and the transferee qualifies as a very-low income person or household, as defined in Section 606. If either of these conditions is not met, then the provisions of Section 420 below shall apply. 5. [420] Alternative to Resale Restrictions If, prior to July 15, 2015, the purchaser of a very-low- income unit, as identified by Developer and approved by Agency pursuant to Section 416, above, sells the unit but does not comply with Section 419, above, the purchaser shall repay to Agency the principal balance of the Promissory Note described in Section 418 above, and, in addition, shall pay to Agency the "Agency's Share of Equity" earned in the unit during time the purchaser was the owner of the unit. "Agency's Share of Equity" shall be the product of: the ratio that the Agency Subsidy Loan to Very-Low-Income Units bears to the sales price at the time of the original purchase, times the lOl-00001 702s_1 39 equity earned in the unit during the time the purchaser was the owner the unit. "Equity" shall be defined as the difference between the sales price at which the purchaser enters into a contract to resell the unit and the sum of (i) any mortgages outstanding at the time the unit is resold, including the Promissory Note described in Section 418 above, and any other mortgages owed to Agency, (ii) the down payment the purchaser originally paid at the time purchaser bought the unit, not including any down payment assistance provided by the Agency pursuant to Section 422, and (iii) normal and reasonable loan fees and closing costs paid for by purchaser when originally purchasing the unit. 6. [421] Covenants In addition to such other covenants required by this Agreement, Developer shall cause to be included in the grant deed for the sale of each unit the Covenants identified in Section 611.4, below. D. [422] Deferred Loan for Down Payment Assistance In addition to the assistance outlined in Sections 408 and 415, Agency shall provide, through escrow, to the purchasers of those units identified pursuant to Sections 409 and 416, above, a deferred loan in the amount of Four Thousand Four Hundred Twenty-Two Dollars ($4,422) to be used solely as either a portion of the down payment required for obtaining financing or to pay for reasonable and typical closing costs. Before close of escrow for an identified unit, Agency shall deposit the down payment assistance into escrow. Upon the close of escrow, the escrow officer shall disburse the down payment 1' '~3001 1 40 assistance as the escrow officer disburses all other funds deposite~/ into escrow by the purchaser for the purchase of this unit, but for no other purposes than those allowed in this Section 422. The Deferred Loan for Down Payment assistance shall bear a simple interest rate of seven percent (7%) per annum. The borrower of the Deferred Loan for Down Payment Assistance shall execute and deliver to Agency, upon the close of escrow for the purchase of the unit a promissory note, in the form attached hereto as Attachment 14 and incorporated herein by this reference, in the amount of Four Thousand Four Hundred Twenty-Two Dollars ($4,422). The Promissory Note (Attachment 14) shall be secured by a Deed of Trust which the purchaser shall execute and which shall be recorded as a lien against the property and subordinate to any trust deeds required for financing the purchase of the unit. The Deed of Trust is attached as Attachment 15 and incorporated herein by this reference. The borrower shall not be required to make any payments on this loan until such time as the title of the property changes. At the time title changes, the borrower shall repay the entire loan, plus accrued interest to Agency. Notwithstanding the preceding sentence, however, the loan shall not be due on transfer of title if all of the following are then true: (1) the transfer is due to the death of the borrower, (2) the transfer is to an "heir" (as that term is defined in the Probate Code) of the borrower or to a person who would have been the heir of the borrower had the borrower not left a valid trust or will, (3) to the extent that the transferee is not already a borrower, the transferee, with the prior written consent 01-00001 '02s_1 41 - of Agency, assumes the loan, (4) the transferee pays no consideration in connection with the transfer, and (5) the total amount of all debt on the property transferred is not increased in connection with the transfer. If, on July 15, 2015, the Promissory Note remains outstanding and there has been no transfer of title requiring repayment, the Promissory Note shall be cancelled at that time. E. [423] Mortqaqe Credit Certificate Program Providing the City of Tustin has adequate Mortgage Credit Certificate authority available to it, the City shall make available Mortgage Credit Certificates to all purchasers of units who: (1) are first-time home buyers, and (2) meet the requirements for a Mortgage Credit Certificate, as issued by the United States Internal Revenue Service and the County of Orange. If the City of Tustin does not have adequate Mortgage Credit Certificate authority to make Mortgage Credit Certificates available to all purchasers of units who meet the qualifications set forth in the preceding sentence, priority in the issuance of certificates shall be given first to such purchasers who also qualify as very-low income households, as defined in Section 606, below, second to such purchasers who also qualify as low income households, as defined in Section 605 below, third to such purchasers who also qualify as moderate income households, as defined in Section 604 below, and fourth to other such purchasers of units at the Site. V. [500] CONDITIONS ON CONSTRUCTION A. [501] Time Limit for Construction All Site Improvements identified in the Scope of Development 42 (Attachment 3) must be completed to the satisfaction of the City and Agency and in compliance with City Codes, and public works specifications, as applicable, within the time frames outlined in the Schedule of Performance (Attachment 4). Any extensions of time must be approved in writing by Agency. B. [502] Required Licenses and Permits Before commencement of construction, Developer shall, at its own expense, secure or cause to be secured, any and all licenses and permits which may be required by the City or any other governmental agency affected by such construction. Developer or the approved contractor must submit plans for permits within sixty (60) calendar days of execution of this Agreement and complete the plan check process and obtain permits within ten (10) working days after the notification of completion of the plan check process. Developer or the approved contractor must commence work within the times specified in the Schedule of Performance (Attachment 4). C. [503] Use of Contractor; One (1) Year Guarantee In the event a general contractor is utilized to construct the Site Improvements, the contractor shall provide a one (1) year guarantee of all materials and labor, in addition to applicable manufacturing guarantees. In the event a general contractor is not utilized, Developer shall provide such limited warranties as is its standard practice with regard to similar developments. D.. [504] Quality of Work All work shall be of good quality and all workers and subcontractors shall be skilled in their trades. 31-00001 ~2s_~ 4 3 - E. [505] Quality o$ Materials Unless otherwise specified, all materials shall be new, and shall be of good quality. F. [506] Clean-up of Premises Developer, its agents, servants, employees or contractors shall keep the premises substantially free from accumulation of waste material and rubbish; and at the completion of the work, Developer shall remove from the premises all waste material and rubbish, implements, surplus materials, and surplus equipment. VI. [600] USES OF THE SITE A. [601] Uses Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site, or any part thereof, that during construction and thereafter until July 15, 2015, Developer, its successors and such assigns, shall develop and devote the Site to the uses specified in the Redevelopment Plan, the Scope of Development (Attachment 3) all plans approved by Agency pursuant to this Agreement, the Agreement to be Recorded Affecting Real Property, and any covenants required by this Agreement and this Section. The Agreement to Be Recorded Affecting Real Property is included herein as Attachment 16 and incorporated herein by this reference. The covenants expressed in this Section 601 are covenants running with the land. After Developer has sold all one hundred forty-five (145) units and has complied with all obligations under this Agreement, and the Final Certificate of Completion has been 1'~ "001 1 44 recorded pursuant to Section 214 above, Developer shall have no further liability under this Section 601. Developer's liability with respect to individual units sold shall terminate earlier as provided in Section 611 below. B. [602] Affordable Housinq Requirement Developer shall identify and set-aside seven (7) single family units shown as Plan 1 units on the Site Plan (Attachment 7) to be sold at a price no higher than the "Affordable Housing Cost" for sale to moderate income households as defined in Section 607, below. Developer shall identify and set-aside six (6) single family units shown as Plan 1 units on the Site Plan (Attachment 7) to be sold at a price no higher than the "Affordable Housing Cost" for low income households as defined in Section 608, below. Developer shall also identify eight (8) single family units shown as Plan I units on the Site Plan (Attachment 7) to be sold at a price no higher than the "Affordable Housing Cost" for sale to very low income households as defined in Section 609, below. Those units that are to be priced no higher than the Affordable Housing Cost for Moderate Income Households shall be sold exclusively to moderate income households as defined in Section 604, below. Those units that are to be priced no higher than the Affordable Housing Cost for Low Income Households shall be sold exclusively to low income households as defined"in Section 605, below. Those units that are to be priced no higher than the Affordable Housing Cost for Very-Low-Income Households shall be sold exclusively to very low income households as defined in Section 606, below. 31-00001 32s.3 45 Developer, within the time identified in the Schedule of Performance (Attachment 4) shall submit these units to Agency for approval. Agency shall, in writing, approve the specific units to be sold exclusively to moderate income households, low income households, and very low income households, within the time identified in the Schedule of Performance (Attachment 4). C. [603] Purchaser Selection Process and Criteria Within the time established in the Schedule of Performance (Attachment 4), Developer shall present to Agency, for approval in its reasonable discretion, a moderate income purchaser Selection process and criteria, a low income purchaser selection process and criteria, and a very-low income purchaser selection process and criteria, each of which criteria shall meet the goals of this Agreement and the Redevelopment Plan. Developer shall also, within the time established in the Schedule of Performance, present to Agency for approval in its reasonable discretion the initial sales prices for those units identified as moderate income, low income, and very low income units, identified pursuant to Section 602 above, and inform Agency of the initial sales price at which similar (non-restricted) Plan 1 units will be offered for sale to the general public. At no time shall any moderate income, low income or very low income unit be priced for sale at a price higher than that at which similar (non-restricted) Plan 1 units are then offered for sale to the general public. D. [604] Definition of Moderate Income Household For the purposes of this Agreement, "moderate income household" as more particularly defined in Health and Safety Cod~ Section 50093, shall mean persons and families whose adjusted family income (1) does not exceed one hundred twenty percent (120%) of the Orange County Median Income, as defined by the State of California Department of Housing and Community Development, but (2) does exceed the income limit for lower income households, as defined in Health and Safety Code Section 50079.5. E. [605] Definition of Low Income Household For the purposes of this Agreement, "low income household" as more particularly defined in Health and Safety Code Section 50079.5, shall mean persons and families whose adjusted family income does not exceed eighty (80%) of the Orange County Median Income, as defined by the State of California Department of Housing and Community Development. F. [606] Definition of Very-Low Income Household For the purposes of this Agreement, "very-low income household" as more particularly defined in Health and Safety Code Section 50105, shall mean persons and families whose adjusted family income does not exceed 50% of the Orange County Median Income, as defined by the State of California Department of Housing and Community Development. G. [607] -. Definition of Affordable Housing Cost for Moderate Income Households "Affordable Housing Cost" for moderate income households shall mean the "Affordable Housing Cost" for moderate income households, as defined in Health and Safety Code section 50052.5, and Ol-OOOOl 47 as generally described below. "Affordable Housing. Cost" for moderate income households shall mean a price per unit which results in annual housing payments for the purchaser which shall not exceed thirty-five percent (35%) times one hundred ten percent (110%) of the Orange County Median Income, adjusted for family size, and shall take into account principal and interest, loan insurance, property taxes, fire and casualty insurance, utilities and the homeowners association fees. In addition, for moderate income households, "Affordable Housing Cost" (taking into account principal and interest, loan insurance, property taxes, fire and casualty insurance, utilities and the homeowners association fees) shall not be less than twenty-eight percent (28%) of the gross income of the household, and, for any moderate income household that has a gross income that exceeds one hundred ten percent (110%) of the Orange County Median Income adjusted for family size, "Affordable Housing Cost" (taking into account principal and interest, loan insurance, property taxes, fire and casualty insurance, utilities and the homeowners association fees) shall not exceed thirty-five percent (35%) of the gross income of the household. H. [608] Definition of Affordable Housinq Cost for Low Income Households "Affordable Housing Cost" for low income households shall mean the "Affordable Housing Cost" for lower income households, as defined in Health and Safety Code Section 50052.5, and as generally described below. 48 For low income households whose gross incomes exceed the maximum income for very low income households and do not exceed seventy percent (70%) of the Orange County Median Income, adjusted for family size, "Affordable Housing Cost" shall mean thirty percent (30%) times seventy percent (70%) of the Orange County Median Income, adjusted for family size, and shall take into account principal and interest, loan insurance, property taxes, fire and casualty insurance, utilities and the homeowners association fees. In addition, for any low income household that has a gross income that equals or exceeds seventy percent (70%) of the Orange County Median Income, adjusted for family size, the "Affordable Housing Cost" (taking into account principal and interest, loan insurance, property taxes, fire and casualty insurance, utilities and the homeowners association fees) shall not exceed thirty percent (30%) of the gross income of the household. I. [609] Definition of Affordable Housinq Cost for Very-Low Income Households "Affordable Housing Cost" for very low income households shall mean a price per unit which results in annual housing payments for the purchaser which shall not exceed thirty percent (30%) times fifty percent (50%) of the Orange County Median Income, adjusted for family size as provided in Health and Safety Code Section 500-52.5, and shall take into account principal and interest, loan insurance, property taxes, fire and casualty insurance, utilities and the homeowners association fees. ]1-ooool ~2s_1 4 9 J. [610] Definition of Owner Occupied "Owner-Occupied" shall mean that the residences are occupied by the owner thereof, as said owner's principal place of residence, for the duration of each of said owner's ownership thereof. For the purpose of this Agreement, "owner" shall mean the individual(s) appearing on the title of the property. K. [611] Anti-Speculation Provisions In order to achieve a stable community of owner-occupied units, to avoid artificial inflation of prices caused by resales to speculators and to prevent scarcity caused by vacant homes awaiting resale by speculators, Developer covenants and agrees to require that the residences be owner-occupied as defined in Section 610. 1. Non-Restricted Units For the purposes of implementing this Section 611, Developer shall cause to be included in the grant deed for the sale of each unit, except those units identified by Developer and approved by Agency pursuant to Section 602, above, the following language: "The grant made by these instruments shall be conditioned upon and subject to the following covenants, conditions and restrictions: 1. Grantee shall use and occupy the premises as Grantee's principal place of residence upon acquisition of title or possession, whichever is earlier, and Grantee shall not transfer any interest in the premises, nor enter into any sale of the Premises prior to the close of escrow for the sale of the Premises to grantee; and ! 50 2. Any transfer of any interest in the premises, or contract or lease or sale of the premises prior to the acquisition of title to the premises by Grantee shall be void; and 3. Grantee shall use and occupy the premises as Grantee's principal place of residence immediately upon the close of escrow and shall continue to so use and occupy the premises for the duration of Grantee's ownership of the premises. For a period of five (5) years from the date of this deed, Grantee shall not lease or rent the premises for any reason unless Grantee obtains the prior written consent of the Tustin Community Redevelopment Agency; and 4. The provisions of this part shall terminate and become void automatically on July 15, 2015 and the same shall constitute covenants which shall run with the land and be binding upon Grantee and Grantee's successor in interest, and all parties having, or acquiring any right, title interest in or to the PremiseS; and 5. The covenants, conditions and restrictions established by this Part are made expressly for the benefit of and shall inure to the Tustin Community Redevelopment Agency and the City of Tustin, a municipal corporation.'' 2. Moderate Income Units For the purposes of implementing this Section 611 for those units identified by Developer and approved by Agency pursuant to Section 602 as for sale to moderate income households, above, 101-00001 7026_1 51 Developer shall cause to be included in the grant deed for the sale of each unit, the following language: · conditioned upon and subject to the following covenants, conditions and restrictions: 1. Grantee shall use and occupy the premises as Grantee's principal place of residence upon acquisition of title or possession, whichever is earlier, and Grantee shall not transfer any interest in the premises, nor enter into any sale of the Premises prior to the close of escrow for the sale of the Premises to Grantee; and 2. Any transfer of any interest in the premises, or any contract or lease or sale of the premises prior to the acquisition of title to the premises by Grantee shall be void; and 3. Grantee shall use and occupy the premises as Grantee's principal place of residence immediately upon the close of escrow and shall continue to so use and occupy the premises for the duration of Grantee's ownership of the premises. For a period of five (5) years from the date of this deed, Grantee shall not lease or rent the premises for any reason unless Grantee obtains the prior written consent of the Tustin Community Redevelopment Agency ("Agency"), which shall be granted if the Grantee demonstrates, to the reasonable satisfaction of Agency, the proposed rental is at affordable cost as defined in 52 Health and Safety Code Section 50053 to a moderate income person or family, as defined in Health and Safety Code Section 50093; and 4. If, prior to July 15, 2015, Grantee sells the premises, Grantee must sell it at an Affordable Housing Cost for a moderate income family, as defined in Section 50093 of the Health and Safety Code, and the moderate income transferee, with the prior written consent of Agency, must assume the obligations under the promissory note, in the Original principal amount of Eighteen Thousand Nine Hundred Thirteen Dollars ($18,913), between Grantee, as obligor, and Agency, as payee, which promissory note (the "Agency Promissory Note") is secured by a deed of trust recorded of even date herewith. Agency shall consent to the assumption, by such transferee, of the obligations under the Agency Promissory Note, on receipt of evidence, reasonably satisfactory to Agency, that the sales price qualifies as an Affordable Housing Cost for a moderate income household, as defined in Section 50052.5 of the Health and Safety Code, and the transferee qualifies as a moderate income person or family, as defined in Section 50093 of the Health and Safety Code. 5. If, prior to July 15, 2015, Grantee sells the premises but does not comply with No. (4), above, Grantee shall repay the Agency the principal balance of the Agency Promissory Note, and, in addition, shall pay to Agency the "Agency's )1..00001 ~2~_~ 53 Share of Equity" earned in the unit during the time Grantee held title to the unit. "Agency's Share of Eighteen Thousand Nine Hundred Thirteen Dollars ($18,913) bears to the contracted sales price at the time of the original purchase, times the equity earned in the unit during the time the purchaser was the owner the unit. "Equity" shall be defined as the difference between the sales price at which the purchaser enters into a contract to resell the unit and the sum of (i) any mortgages outstanding at the time the unit is resold, including the Agency Promissory Note and any other mortgages owed to Agency, (ii) the down payment the purchaser originally paid at the time purchaser bought the unit, and (iii) normal and reasonable loan fees and closing costs paid for by purchaser when originally purchasing the unit. 6. The provisions of this part shall terminate and become void automatically on July 15, 2015, or upon payment by Grantee of Eighteen Thousand Nine Hundred Thirteen Dollars ($18,913) plus the Agency's Share of Equity pursuant to No. (4) above, whichever is earlier, and the same shall constitute covenants which shall run with the land and be binding upon Grantee and Grantee's successors in interest, and all parties having, or acquiring any right, title interest in or to the Premises; and 7. The covenants, conditions and restrictions established by .1 54 this Part are made expressly for the benefit of and shal? inure to Agency and the City of Tustin, a municipal corporation." 3. Low Income Units For the purpose of implementing this Section 611 for those units identified by Developer and approved by Agency pursuant to Section 602 as for sale to low income households, above, Developer shall cause to be included in the grant deed for the sale of each unit, the following language: "The grant made by these instruments Shall be conditioned upon and subject to the following covenants, conditions and restrictions: 1. Grantee shall use and Occupy the premises as Grantee's principal place of residence upon acquisition of title or possession, whichever is earlier, and Grantee shall not transfer any interest in the premises, nor enter into any sale of the Premises prior to the close of escrow for the sale of the Premises to grantee; and 2. Any transfer of any interest in the premises, or any contract or lease or sale of the premises prior to the acquisition of title to the premises by Grantee shall be void; and 3. Grantee shall use and occupy the premises as Grantee's principal place of residence immediately upon the close of escrow and shall continue to so use and occupy the premises for the duration of Grantee's ownership of the I01-00001 7026_1 5 5 'X:)01 1 · premises. For a period of five (5) years from the date of this deed, Grantee shall not lease or rent the premises for any reason unless Grantee obtains the prior written consent of the Tustin Community Redevelopment Agency ("Agency"), which shall be granted if the Grantee demonstrates, to the reasonable satisfaction of Agency, the proposed rental is at affordable cost as defined in Health and Safety Code Section 50053 to a low income household, as defined in Health and Safety Code Section 50079.5; and If, prior to July 15, 2015, Grantee sells the premises, Grantee must sell it at an Affordable Housing Cost for a low income household, as defined in Section 50052.5 of the Health and Safety Code, to a low income household, as defined in Section 50079.5 of the Health and Safety Codei and the low income transferee, with the prior written consent of Agency, must assume the obligations under the promissory note, in the original principal amount of Twenty-Six Thousand Six Hundred Fifty-Six Dollars ($26,656), between Grantee, as obligor, and Agency, as payee, which promissory note (the "Agency Promissory Note") is secured by a deed of trust recorded of even date herewith. Agency shall consent to the assumption, by such transferee, of the obligations under the Agency Promissory Note, on receipt of evidence, reasonably satisfactory to Agency, that the sales price qualifies as an Affordable 56 Housing Cost for a low income household, as defined i~ Section 50052.5 of the Health and Safety Code, and the transferee qualifies as a low income household, as defined ink_Section 50079.5 _of theHealth ~and Safety. Code,~ 5. If, prior to July 15, 2015, Grantee sells the premises but does not comply with No. (4), above, Grantee shall repay Agency the principal balance of the Agency Promissory Note, and, in addition, shall pay to Agency the "Agency's Share of Equity" earned in the unit during the time Grantee held title to the unit. The "Agency,s Share of. Equity" shall be the product: of the ratio that the Twenty-Six Thousand Six Hundred Fifty-Six Dollars ($26,656) bears to the contracted sales price at the time of the original purchase, times the equity earned in th~ unit during the time the purchaser was the owner the unit. "Equity" shall be defined as the difference between the sales price at which the purchaser enters into a contract to resell the unit and the sum of (i) any mortgages outstanding at the time the unit is resold, including the Agency Promissory Note and any other mortgages owed to Agency, (ii) the down payment the purchaser originally paid at the time purchaser bought the unit, not including any down payment assistance provided by Agency, and (iii) normal and reasonable loan fees and closing costs paid for by purchaser when originally purchasing the unit. 6. The provisions of this part shall terminate and become 01-00001 ~o26_1 . 57 void automatically on July 15, 2015, or upon payment by Grantee of Twenty-Six Thousand Six Hundred Fifty-Six Dollars ($26,656) plus the Agency's Share of Equity ................................... pur~ant__?~ No~ ..... (4)_.?b~v~ ..... whicheY~_ ~S~__earlier, and_the ..... same shall constitute covenants which shall run with the land and be binding upon Grantee and Grantee's successor in interest, and all parties having, or acquiring any right, title interest in or to the Premises; and 7. The covenants, conditions and restrictions established by this Part are made expressly for the. benefit of and shall inure to the Tustin Community Redevelopment Agency and the City of Tustin, a municipal corporation.', 4. yery-Low Income Unit~ For the purpose of implementing this Section 611 for those units identified by Developer and approved by Agency pursuant to Section 602 as for sale to very-low income households, above, Developer shall cause to be included in the grant deed for the sale of each unit, the following language: "The grant made by these instruments shall be conditioned upon and subject to the following covenants, conditions and restrictions: 1. Grantee shall use and occupy the premises as Grantee's principal place of residence upon acquisition of title or possession, whichever is earlier, and Grantee shall not transfer any interest in the premises, nor enter into any sale of the Premises prior to the close of escrow for the '001 58 sale of the Premises to grantee; and 2. Any transfer of any interest in the premises, or any contract or lease or sale of the premises prior to the acquisition of title to the premises by Grantee shall be void; and 3. Grantee shall use and occupy the premises as Grantee,s principal place of residence immediately upon the close of escrow and shall continue to so use and occupy the premises for the duration of Grantee's ownership of the premises. For a period of five (5)years from the date of this deed, Grantee shall not lease or rent the premises for any reason unless Grantee obtains the prior written consent of the Tustin Community Redevelopment Agency ("Agency"), which shall be granted if the Grantee demonstrates, to the reasonable satisfaction of Agency, the proposed rental is at affordable cost as defined in Health and Safety Code Section 50053 to a very low income household, as defined in Health and Safety Code Section 50105; and 4. If, prior to July 15, 2015, Grantee sells the premises, Grantee must sell it at an Affordable Housing Cost for a very-low income household, as defined in Section 50052.5 of the Health and Safety Code, to a very-low income household, as defined in Section 50105 of the Health and Safety Code, and the very-low income transferee, with the prior written consent of Agency, must assume the ,1.ooool )26...1 59 obligations under the promissory note, in the original principal amount of Ninety-Three Thousand Six Hundred .............................. ~enty~i~e 'D-~i~a~ ..... ~$~2~ ) , ........ betwe~n Grante~ ' -~ .... obligor, and Agency, as payee, which promissory note (the "Agency Promissory Note") is secured by a deed of trust recorded of even date herewith. Agency shall consent to the assumption, by such transferee, of the obligations under the Agency Promissory Note, on receipt of evidence, reasonably satisfactory to Agency, that the sales price qualifies as an Affordable Housing Cost for a very-low. income household, as defined in Section 50052.5 of the Health and Safety Code, and the transferee qualifies as a very-low income household, as defined in Section 50105 of the Health and Safety Code. 5. If, prior to July 15, 2015, Grantee sells the premises but does not comply with No. (4), above, Grantee shall repay Agency the principal balance of the Agency Promissory Note, and, in addition, shall pay to Agency the "Agency's Share of Equity" earned in the unit during the time Grantee held title to the unit. The "Agency's Share of Equity, shall be the product: of the ratio that the Ninety-Three Thousand Six Hundred Twenty-Five Dollars ($93,625) bears to the contracted sales price at the time of the original purchase, times the equity earned in the unit during the time the purchaser was the owner the unit. "Equity" shall be defined as the difference between the .1 60 sales price at which the purchaser enters into a contract to resell the unit and the sum of (i) any mortgages .......... ~tst~ndi~g at the time the U~-is resold, -including the Agency Promissory Note and any other mortgages owed to Agency, (ii) the down payment the Purchaser originally paid at the time purchaser bought the unit, not including any down payment assistance provided by Agency, and (iii) normal and reasonable loan fees and closing costs paid for by purchaser when originally purchasing the unit. 6. The provisions of this part shall terminate and become void automatically on July 15, 2015, or upon payment by Grantee of Ninety-Three Thousand Six Hundred Twenty-Five Dollars ($93,625) plus the Agency's Share of Equity pursuant to No. (4) above, whichever is earlier, and the same shall constitute covenants which shall run with the land and be binding upon Grantee and Grantee's successor in interest, and all parties having, or acquiring any right, title interest in or to the Premises; and 7. The covenants, conditions and restrictions established by this Part are made expressly for the benefit of and shall inure to the Tustin Community Redevelopment Agency and the City of Tustin, a municipal corporation.,, The dollar figures referenced in the deed restrictions pertaining to the seven (7) units to be .sold to moderate income households, the six (6) units to be sold to low income households, and the eight (8) units to be sold to very low income households ~1-00001 ]26_1 61 -. shall be adjusted downward as necessary pursuant to Sections 402, 408 and 415 above, if the amount of the Agency Loan is less than Three .............. H~n~re-~ ...... ~ine~,~eve~--Th0~'~nd-0~e- H~re~ Eighty-Three Dollars ($397,183) . The responsibility of Developer to assure compliance with this Section 611 shall be fulfilled upon the recordation of grant deeds containing the covenants enumerated above for each of the units at the Site. Following the recordation of each of such grant deeds, it shall be the responsibility of Agency to enforce such covenants with respect to each such unit conveyed. L. [612] Maintenance of the Site Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part .~ thereof, that solely at Developer's expense, the Developer shall maintain the Site Improvements and keep the Site reasonably free from any debris and waste materials, except that this obligation shall terminate as to individual units, or as to common areas, as the same are conveyed to the individual homeowners, or the homeowner's association, respectively. (Developer shall remain responsible for paying the homeowner's dues for each unsold unit until such time as the last unit is sold.) In addition, this obligation shall terminate as to the Newport Avenue right-of-way on dedication to, and acceptance of the same by, City. Notwithstanding the foregoing, however, Developer shall maintain, or cause to be maintained, the landscaping required to be planted under the Scope of Development (Attachment 3) in healthy condition during the period of the three- 62 year landscaping maintenance agreement described in Section 303 above. During any portion of the three-year maintenance period when one other than Developer is maintaining the landscaping, Developer shall pay over, to such other, that portion of the Agency Loan proceeds as were paid by Agency with respect to the landscaping maintenance for the period in question. Upon expiration of such maintenance agreement, Agency or City shall be responsible for the maintenance of such landscaping. If at any time Developer fails to maintain the Site as required by this Section 612, and said condition is not corrected after written notice from City or Agency and a reasonable period of time not to exceed thirty (30) days from the date of written notice from Agency expires, either Agency or the City may perform the necessary landscape or other maintenance and Developer shall pay all costs incurred for such maintenance. VII. [700] NON-DISCRIMINATION A. [701] Obliqation to Refrain from Discrimination Developer, covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, or any residential uses developed on the Site, nor shall Developer for 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 01-00001 02s_1 63 selection, location, number, use or occupancy of homeowners, tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. B. [702] Form of Non-discrimination add Non-Seqreqation Clauses Developer shall refrain from restricting the rental, sale or lease (including sublease) of the Site, or any residential units developed on the Site, on the basis of race, color, creed, religion, sex, marital status, age, disability, national origin or ancestry of any person. All deeds, leases or contracts for the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site or any portion thereof, including any residential units developed on the Site, shall contain or be subject to substantially the following non-discrimination or non-segregation clauses: 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: (1) there shall be no discrimination against ~or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, age, disability, national origin or anCestry' in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, and (2) neither the grantee himself or herself, nor any person claiming under or through him or her, shall 64 establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 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, creed, religion, sex, marital status, disability, age, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation wi%h reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination ~1-00001 ~2~_~ 65 against or segregation of, any person, or group of persons on account of race, color, creed, religion, , ...................... Sex~-~a~ital st~t~',- age~ .... d~sabili~y~-ance~'~ry -or national origin, in the sale, lease, sublease, ~a~fer]-~s~] O~upancy' %en~re or-en~oYme~-~"-'~f t~e premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises. The foregoing provisions shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under this instrument and shall be covenants running with the land." C. [703] Effect and Duration of Covenants The Covenants established in this Agreement shall, without regard to technical classification and designation, be binding on Developer and any successor in interest to the Site or any part thereof for the benefit and in favor of Agency, its successors and assigns, and the City. Such covenants as are to survive the issuance of the Final Certificate of CompletiOn by Agency shall be as contained in the Agreement to Be Recorded Affecting Real Property attached hereto and incorporated herein as Attachment 14 and shall remain in effect for the periods specified therein. 1~0001 .~ 66 The covenants in Sections 701 and 702 of this Agreement, insofa~ as they relate to anti-discrimination and non-segregation, shall remain in effect in perpetuity. VIII. [800] INSURANCE AND INDEMNIFICATION A. [801] Worker,s compensation, Bodily Injury and Property Damaqe Insurance During the period commencing with the execution of this Agreement and ending with a recordation of a Certificate of Completion, Developer shall furnish to Agency duplicate originals of appropriate certificates of insurance for the work to be performed by Developer under this Agreement, as follows: 1. Worker,s Compensation Insurance, providing coverage as required by the California State Worker's Compensation Law. 2. Liability for bodily injury and death. 3. Liability for Property Damage. Each policy shall have .coverage of not less than One Million Dollars ($1,000,000) combined single limit, and shall be occurrence-based. B. [802] Insurance Endorsements 1. Each such policy of Liability Insurance shall contain endorsements providing the following: a. The City of Tustin and the Tustin Community Redevelopment Agency are hereby declared to be additional insureds under the terms of this policy with respect to this subject property and Agreement with Agency. b. This insurance policy is primary insurance and 101-00001 7026_1 67 no insurance held or owned by the City shall be called upon to cover a loss under said policy. c. Owners Loss Payable giving priority to the City for the proceeds and the insurance benefits, to be used to restore the damaged property. d. An endorsement that provides that: "This insurance policy will not be canceled, limited or non-renewed by the insurer until thirty (30) days after receipt by Agency of a written notice of such cancellation or reduction in coverage." e. An endorsement that provides that: "A waiver of subrogation is hereby given to the City of Tustin and the City of Tustin Community Redevelopment Agency as pertains to the terms of all workers compensation insurance." f. Insurers must be Admitted Sureties in the State of California, in good standing, have an agent for service of process in California, and have a Best's Key Rating of at least A-VII. 2. As evidence of such insurance, Developer shall deliver to Agency, within ten (10) business days following the effective date of this Agreement, an insurance certificate in the form of Attachment 18, attached hereto and incorporated herein by reference. C. [803] Indemnification Upon execution of. this Agreement, Developer shall defend, indemnify, and hold harmless the City and Agency, their officers and representatives, employees and agents from and against any claims, liability, injury, demands, suits, judgments or awards arising from or related in any manner to (i) the activities of Developer under 68 this Agreement, (ii) the incurring of costs and expenses by Developer, (iii) the prior acquisition of the Site by Developer, (iv) the disposition of the Site pursuant to any future sales, leases and/or rental agreements, (v) the relocation or removal of any tenant from the Site (whether effected by the City, Agency or Developer) or (vi) the construction and demolitiOn activity undertaken by Developer for the redevelopment of the Site. This indemnity shall apply to losses, injuries or damage suffered by City or Agency, their respective officers, employees or agents. This indemnity shall not apply to Agency's breach or default of any of the terms, conditions or covenants of this Agreement. To the best of Agency's knowledge, there have been no claims filed under the California Tort Claims Act (Government Code Section 810 et seq.) against either Agency or City arising out of the relocation or removal of any tenant from the Site. IX. [900] DEFAULTS, REMEDIES AND TERMINATION A. [901] Default Each of the following shall constitute a Default under this Agreement: 1. Failure or delay by a party to perform any term or provision of this Agreement within the time provided herein or in the Schedule of Performance (Attachment 4), as such times may be extended pursuant to Section 1008 of this Agreement. 2. Failure of Developer to develop the Site substantially in accordance with the Scope of Development (Attachment 3), plans, and construction drawings and any revisions thereto approved by Agency. 3. Breach of any covenant, warranty, or agreement contained 31-00001 ~26_~ 6 9 or incorporated in this Agreement. The party who fails to perform or delays performance of any term correct or remedy such failure and shall complete such cure, correction or remedy with all due diligence. B. [902] Notice If an event of Default under this Agreement occurs, the injured party shall give written notice (a "Default Notice") of the Default to the party in default, specifying the nature of the default. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default, nor shall it operate as a waiver of any rights or remedies of the injured party; but the injured party shall have no right to exercise any remedy hereunder without delivering the Default Notice as provided herein. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. C. [903] Cure Period With respect to defaults or events for which a specific cure period is provided elsewhere in this Agreement, the specific cure period in that Section shall be applicable in lieu of cure periods provided in this Section 903 and in no event shall the cure period set forth in this Section 903 be added onto any other cure period set forth in this Agreement. The injured party shall have no right to exercise a right or 70 remedy hereunder unless the subject Default continues uncured for a period of thirty (30) days after the delivery of the Default Notice, 0~'--wh~re-~--defa~i~ ls'"of~a nature-~h~'ch-~-'cannot be cured within such thirty (30) day period, the defaulting party fails to commence such cure within thirty (30) day period or fails to proceed diligently to complete the same, within a reasonable period of time, as determined by the non-defaulting party, in its reasonable discretion. A Default .for failure to pay a sum of money is a default which can be cured within thirty (30) days. If the default is not cured within the time periods specified above, the non-defaulting party, at its option, may institute an action for specific performance of the terms of this Agreement or pursue such other rights and remedies as it may have. D. [904] Riqhts and Remedies Upon the occurrence of an event of Default and the expiration of the applicable cure period provided herein or by law, the injured party shall have all rights and remedies against the defaulting party as may be available at law or in equity, to cure, correct or remedy any Default, to obtain specific performance, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such rights and remedies are cumulative, and except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the exercise of one or more of such rights and remedies shall not preclude the exercise, at the same or different times, of any other rights or remedies for the same Default or any other Default by the defaulting party. ~1-00001 ~2s_1 71 E. [905] Leqa~ Actions 1. [906] venue Ail legal actions must be instituted in the Superior Court of the County of Orange, State of California, or in any other appropriate court of that county, or in the Federal District Court in the Central District of California. 2. [907] Service of process Service of process on Agency shall be made by personal service upon the Executive Director of Agency, or in such manner as may be provided by law. Service of process on Developer shall be made by personal service upon an officer of Developer or in such manner as may be provided by law, whether made within or without the State of California. 3. [908] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. F. [909] Rights of Termination 1. [910] Termination by Developer In addition to other remedies set forth in this Agreement, Developer shall have the right to terminate this Agreement if: a. Developer reasonably determines the conditions of the Site are not suitable for the development required by this Agreement; b. Developer, despite reasonable efforts to do so, is unable to obtain financing for the Project. 1 72 Upon termination by Developer, Developer shall have nc further obligation to Agency except that in the event Developer terminates this Agreement pursuant to this Section 910 after receiving funds from Agency, Developer shall, within thirty (30) days, return to Agency all funds received from Agency. 2. [911] Termination by Agency In addition to other remedies set forth in this Agreement, Agency shall have the right to terminate this Agreement if: a. Agency at its option reasonably determines the conditions of the Site are not suitable for the development required by this Agreement; b. Agency delivers a Default Notice pursuant to Section 902, above, and any pertinent cure period applicable pursuant to Section 903, above, with respect thereto has expired; c. Developer (or any successor and assigns) assigns or attempts to assign this Agreement or any right therein or the Site (or any portion thereof), contrary to the provisions of this Agreement. d. Developer fails to submit plans, drawings and related documents for the Site, as required by this agreement by the date respectively provided for in the Schedule of Performance (Attachment 4); e. Developer fails, in violation of this Agreement, to perform any of its obligations hereunder. G. [912] Riqhts and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the ', 01-00001 ~026_1 73 rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not t e--exer¢iSe bY i=, a= ~he-~am~ 0rdifferent-'times, of-' a~y-- - other rights or remedies for the same Default or any other Default by any other party. H. [913] Effect of Violation of the Terms and Provisions of this Agreement Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of Agency, without regard to whether Agency has been, remains, or is owner of any land or interest there in the Site or in the Project Area. Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. X. [1000] GENERAL PROVISIONS A. [1001] Disputes to-be Determined by Aqency Any disagreement arising out of this Agreement or from breach thereof, shall be submitted to Agency for determination. Agency shall make its determination within thirty (30) days after the matter is submitted to Agency for determination. It is mutually agreed that 11n~-~3OOl ~' 74 )1-00001 ~2~_~ the determination shall be a condition precedent to any right of legal action that either party may have against the other. B. [1002] Local, State and Federal ~aw~ Developer shall carry out all construction of the Site Improvements and all responsibilities under this Agreement in conformity with all applicable local, state and federal laws, including all applicable federal immigration laws and federal and 'state labor standards. C. [1003] Taxes, Assessments, Encumbrances and Liens Developer shall pay when due all real estate taxes and assessments, and other encumbrances or liens, assessed or levied on or against the Site and each portion thereof. Nothing herein contained shall be deemed to prohibit Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. D. [1004] Riqhts of Access Representatives of Agency and the City shall have the reasonable right of access to the Site or any portion thereof without charges or fees during the period of this Agreement for the purpose of determining compliance with plans approved under this Agreement or the provisions of the Redevelopment Plan, including but not limited to the inspection of work being performed in constructing the Si~e Improvements. E. [1005] Conditions, Covenants and Restrictions Developer shall cause the provisions regarding maintenance, anti-discrimination, and rights of access to be included in the 75 Conditions, Covenants and Restrictions (CC&R's) for the Project, which CC&R's shall be presented to Agency for its reasonable approval ....... ~ithin t~-time'-establish~d--i~ ~he--s~he-dUle Of P~-r~ormanCe, F. [1006] ~otices, Demands and Communications Between the parties written notices, demands and communications between Agency and Developer shall be sufficiently given if (i) delivered by hand (and a receipt therefor is obtained or is refused to be given), (ii) dispatched by registered or certified mail, postage prepaid, return receipt requested, or (iii) delivered by Private delivery service (and a receipt therefor is obtained or is refused to be given), to the principal offices of Agency and/or Developer, as applicable. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 1006. Any written notice, demand or communication shall be deemed received immediately if delivered by hand, shall be deemed received on the tenth day from the date it is postmarked if delivered by registered mail, shall be deemed received on date of delivery as shown on the return receipt if delivered by certified mail, and shall be deemed received as of the date of delivery shown in the records of the private deliveryservice if delivered by such private delivery service. Such notices shall be addressed and delivered to: 11~,-.'-w3001 ~ 76 AGency: William A. Huston, Executive Director Tustin Community Redevelopment Agency 300 Centennial Way .............. Tustin,__CA~_92680 ................ Developer: Les Thomas Shea Homes Limited Partnership P.O.--..Box--487 655 Brea Canyon Road Walnut, CA 91788-0487 G. [1007] Conflicts of ~nterese No member, official or employee of Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. H. [1008] Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement and the Attachments hereto shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; 31-00001 ~2s_l 77 - litigation by third parties challenging the validity of this Agreement, or Developer's rights and obligations under this Agreement; unusually severe weather; inability to secure, or delay in securing, permits (if the inability to secure, or delay in securing, permits is not the fault of Developer), necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City of Tustin or any other public or governmental agency or entity (other than the acts or failures to act of Agency which shall not excuse performance by Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time due to any such cause shall be for - the period of the enforced delay , if notice by the party claiming such extension is sent to the other party within (1) thirty (30) calendar days of the commencement of the cause, when it is then reasonably foreseeable that a delay may result (e.g., on learning of a labor strike), or (2) thirty (30) business days of the commencement of the delay, when it was not reasonably foreseeable that a delay would result (e.g., sudden flooding). Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency and Developer. I. [1009] Nonliability of Officials and Employees of ~qency No member, official or employee of Agency shall be personally liable to Developer, or any successor in interest, in. the event of .1 78 any default or breach by Agency or for any amount which may become. due to Developer or its successors, or on any obligations under the J. [1010] Inspection of Books and Records Agency has and shall have the right at all reasonable times, upon no less than ten (10) days written notice, to inspect the books and records of Developer pertaining to the Site as pertinent to the purposes of this Agreement. Developer also has the right at all reasonable times, upon no less than two (2) days written notice to inspect the books and records of Agency pertaining to the Site as pertinent to the purposes of this Agreement. XI. [1100] SPECIAL PROVISIONS A. [1101] Successors In Interest For the term of this Agreement, the terms, covenants, conditions and restrictions of this Agreement shall extend to and shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties, except as provided for in this Agreement. XII. [1200] ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS This Agreement shall be executed in two (2) duplicate originals, each of which is deemed to be an original. This Agreement includes 81 pages and 18 Attachments, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their 01.00001 ~2e_~ 7 9 predecessors in interest with respect to all or any part of the subject matter hereof. Ail waivers of the provisions of this Agreement must be in writing by the appropriate authorities of Agency, Developer, and all amendments hereto must be in writing by the appropriate authorities of Agency, Developer. In any circumstance where, under this Agreement, either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. XIII. [1300] DATE OF THE AGREEMENT BY AGENCY The effective date of this Agreement shali be the date when it shall have bee~ signed by Agency. IN WITNESS WHEREOF, Agency and Developer have signed this Agreement on the respective dates set forth below. Dated: "Agency" TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency APPROVED AS TO FORM: By' "'Lois E. Jeffrey, Agency Counsel By: Thomas R. Saltarelli, Chairman ATTEST: Recording Secretary (Signature Blocks Continued on Next Page) 8O Signature blocks,_ _continued) ',Developer" ......................... Dated: SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership By: J.F. Shea Co., Inc., a Nevada corporation, its general partner By: Les Thomas, its Vice President 01-00001 · o26_~ 81 ATTACHMENT 1 ASSESSOR PARCEL MAP ATTACRM~NT 2 LEGAL DESCRIPTION 1101-00001 16288~1 LEGAL DESCRIPTION All of Tract No. 14934 in the City of Tustin, County of Orange, State of California, as per map filed in Book 725 Pages 1 through 8, inclusive, of Miscellaneous Maps in the Office of the County Recorder of said county. ATTACHMENT 3 SCOPE OF DEVELOPMENT 1101-00o01 16288.~1 ATTACHMENT NO. 3 SCOPE .OF DEVELOPMENT I. GENERAL DESCRIPTION The Site is delineated on the Assessor Map (Attachment No. 1) and the Legal Description (Attachment No. 2) pursuant to Section 103 of the Agreement. II. DEVELOPER IMPROVEMENTS A. Definition of Site Improvements The Developer shall complete ali of the Site Improvements, including the "Agency Assisted Site Improvements", set forth in this Scope of Development which shall include those improvements to be constructed on the Site required in connection with the City's entitlement process. The Site Improvements shall consist of the following: Improvement of the Site with a 145 unit, single family, owner occupied, residential subdivision pursuant to City of Tustin approval through City of Tustin Planning Commission Resolutions No. 3289 and 3290 and City Council Resolution No. 94-101. o Compliance with all conditions of City of Tustin Planning Commission Resolutions No. 3289 and 3290 and City Council Resolution No. 94-101, all attached hereto as a part of Attachment 3. o Compliance with all provisions of the Disposition and Development Agreement by and between the Tustin Community Redevelopment Agency and Shea Homes Limited Partnership (the "Agreement"), of which this Scope of Work is Attachment 3. The "Agency Assisted Site Improvements" shall consist of the following: Dedication of right-of-way along Newport Avenue as shown on Final Tract No. 14934. ATTACHMENT 3 Page 1 of 4 o Total demolition, removal and clearance of 56 existing units within the right of way for Newport Avenue to be dedicated pursuant to No. 1 above. L-and~ Capi~9- ..... in-s t-a 1-i a~ i°n and three years of maintenance in the Newport Avenue dedication area. ......................... 4 ..... Construction-.and.-dedication-of--an. entrance-cut-~de-- sac identified in Condition 1.1. B. Schedule for Performance The Developer shall commence and complete the Site Improvements by the respective times established therefore in the Schedule of Performance (Attachment 4 of the Agreement). III. DEVELOPMENT STANDARDS Ail of the Site Improvements shall conform to all applicable federal, state and county codes and regulations, the requirements of the South Central Redevelopment Plan, the Tustin City Codes and the conditions of the City of Tustin Planning Commission Resolutions No. 3289 and 3290 and City Council Resolution No. 94- 101 (Attachment 3, Exhibit A) . The Developer acknowledges responsibility to obtain any approvals required by any governmental agency, utility or other agency, including the City of Tustin, which has jurisdiction over all or any portion of the Site Improvements. The Developer shall make all necessary applications by such time(s) as will be consistent with the timely commencement and completion of various portions of the off-site improvements by the respective times established therefor by the Schedule of Performance (Attachment No. 4 of the Agreement). IV. SALES REQUIREMENT The Developer is aware that Agency's participation in this Agreement is to provide financial assistance to Developer: 1) to demolish and eliminate the existing improvements on the Site, which have been deemed a blighting influence in the Project Area; 2) to provide for the development of 145 single family, owner occupied residential units, 3) to record covenants requiring the maintenance of affordability of seven (7) owner occupied single family units to moderate income households as defined by the California Health and Safety Code for the life of the Redevelopment Plan; 4) to record covenants requiring the maintenance of ATTACHMENT 3 Page 2 of 4 affordability of six (6) owner occupied single family units to lower income households as defined by the California Health and Safety Code for the life of the Redevelopment Plan; and 5) to record covenants requiring the maintenance of affordability of ..... ~-igh~ ..... (8) 6w~er occupied single fatal1~ U~i~S-~"very low income households as defined by the California Health and Safety Code for the life of the Redevelopment Plan. To accomplish such purpose, the Developer covenants 'and promises to conduct such marketing and sales, and provide resale restrictions, in a manner consistent and in full conformance with the provisions of the Agreement. Specifically, Developer shall sell seven (7) single family units to moderate income households, six (6) single family units to lower income households and eight (8) single family units to very low income households pursuant to the provisions of the Agreement. 1. As to the seven (7) single'family units to be sold to moderate income households, six (6) single family units to be sold to lower income households and eight (8) single family units to be sold to very low income households, Developer shall not assess, charge or receive a commission or other compensation from ~a buyer, which compensation is intended to compensate Developer for his costs or marketing for sale, including advertising, of such units. 2. The above-referenced seven (7) single family units to be sold to moderate income households, six (6) single family units to be sold to lower income households and eight (8) single family units to be sold to very low income households shall be sold consistent with the requirements of the California Community Redevelopment Law as such applies to the provision of affordable housing, including, but not limited to, qualifying buyers' income levels and provisions for resale restrictions which ensure that such units' resale is accomplished in a manner which maintains the unit as an affordable unit. 3. The Developer agrees that a condition to the close of any escrow which will convey title to a qualified buyer shall be the receipt by the Escrow Officer of a written approval by the Agency, within two (2) working days of receipt by Agency of pr~-approved standard form escrow instructions, standard form notes and deeds of trust (Attachments 8-13 to the Agreement), and deeds containing the anti-speculation and anti-discrimination covenants required by Section 611 and 702 of the Agreement, which agency certifies that the proposed conveyance conforms to the applicable law. 4. Marketing Proqram The Developer shall be solely responsible for the marketing of the residential units, and any and all costs related specifically ATTACHMENT 3 Page 3 of 4 to the marketing of the seven (7) single family units to be sold to moderate income households, six (6) single family units to be sold to lower income households and eight (8) single family units to be sold to very low income households~ IV. CHANGES IN BUILDING PLANS AND SPECIFICATIONS If the developer desires to make any substantial changes'in the building plans and specifications approved by the Planning Commission and City Council of the City of Tustin, the Developer shall submit the proposed change(s) to the City of Tustin and the Redevelopment Agency for approval. Such changes shall be approved or disapproved by the City of Tustin pursuant to the applicable provisions of the Tustin Municipal Code after approval has been given by the Agency. rzimmer\cosmo\ddaat t 3. txt ATTACHMENT 3 Page 4 of 4 ATTACHMENT 3 - EXHIBIT A PLANNING COMMISSION RESOLUTIONS NO. 3289 AND 3290 AND CITY COUNCIL RESOLUTION NO. 94-101 1101-00001 16288.1 9 10 ll RESOLUTION NO. 3289 A RESOLUTION OF THE PLANNING COM]~ISSION OF THE CITM OF TUSTIN, CONDITIONALLY APPROVING CONDITIONAL USE 94-O07--AND--DESt-GN---REVIEW- 9-4 ~013 FOR A- 14 5 ........ SINGLE-FAMILY DETACHED DWELLING UNIT PROJECT TO BE CON.STR. UCTED ON TRACT 1493.4. lanning-Commission of the' city resolve as follows: The Planning Commission finds and determines as follows: ao That proper applications,. Conditional Use Permit 94-007 and Design Review 94--013, were filed by D&D Development Company, Inc. requesting approval of a 145 single-family detached dwelling unit project to be constructed on an 11.85 acre site located at 14882 - 14942 Newport Avenue. Be The subject property is located within the South/Central Redevelopment Project Area. Pursuant to City Code Section 9299b, the Zoning Administrator has forwarded action on Design Review 94-013 to the Planning Commission. Ce That a public hearing was duly called, noticed and held for said project on July 25, 1994, by the Planning Commission. De That establishment, maintenance and operation of the use applied for will not, under the circumstances of this case, be detrimental to the health, safety, morals, comfort, or general welfare of the persons residing or working in the neighborhood of such proposed use, nor detrimental to the property and improvements in the neighborhood of the subject property, nor to the general welfare of the City of Tustin as evidenced by the following: · Tl~e proposed development plans would accommodate the demolition of an existing 296 unit apartment complex which has beez~ vacant since October of 1990 and has Created a blight on the neighborhood and contributed to an increase in local crime, drug abuse and vandalism. Actual density of the project would be 12.2 dwelling units to the acre providing a reduction of density by 50% of the current development. ~2 Resolution ~o. 3259 2. The proposed development would provide for a .......................... single,family .detached .dwelling unit .. project · which is presently limited in the southwest portion., of the Ci.ty. ....... 3. The. proposed development, is configured in-an orderly fashion with a clear hierarchy of streets including a private street, private court (streets) and private court (drives) , the arrangement of which provides a protected circulation system. · 4. The proposed development would conform to all of the requirements of the proposed Planned Community District Regulations which would govern the development of the property, applicable City Codes, the Uniform Building Code and all. Fire and Safety Codes and as such, would not be detrimental to the health, safety, morals, comfort or general welfare of the persons residing in the neighborhood 'nor to the general welfare of the City. Pursuant to Section 9272 of the Tustin Municipal Code, t_he Commission finds that the location, size, architectural features and general appearance of the proposed development ~ill not impair the orderly and harmonious development of the area, the present or future development therein, or the occupancy as a whole. In making such findings, the Commission has considered at least the following items: 1. Height, bulk and area of buildings. 2. Setbacks and site planning. 3. E>:terior materials and colors. 4. Type and pitch of roofs. · Size and spacing of windows, doors and other openings. e Towers, chimneys, roof structures, flagpoles, radio and television antennae. · Landscaping, parking area design and traffics. circulation. Location, height and standards of exterior illumination. 10 i7 !$ !g 2O 21 22 23 24 25 27 Resolution Page 3 9. Location and appearance of equipment loca%ed outside'of an ~enclosed s~ructure, 10. Physical relati, onship, of proposed structures. " to existing stru.ctures' in' the neighborhood." · 11. Appearance and design relationship of proposed strucl~ure to existing structures and possible feature structures in the neighborhood and public thoroughfares. 12. Development Guidelin&s, and criteria as adopted by the City Council. ii. The Planning Commission hereby conditionally approves Conditional Use Permit 94-007 and Design Review 94-013 authorizing construction of a 145 single-family detached dwelling unit project, subject to the conditions contained in Exhibit A, attached hereto. PASSED AND ADOPTED by the Planning Commission of the City of Tustin, at a regular meeting on the 25th day of July, Recording Secretary KATHY ~I~ Chairperson STATE OF CALIFORNIA ) COUNTY OF ORA/qGE ) CITY OF TUSTIN ) I, BARBARA REYES, the undersigned, hereby certify that I am the. Recording Secre%ary of e_he Planning Commission of the City of Tustin0 California; that Resolution No. 3289 was duly passed and adopted at a regular meeting of the Tustin Planning Commission, held on the 25th day of July, 1994. Recording Secretary EXHIBIT A RESOLUTION NO. 3289 · CONDITIONS OP APPROVAL CONDITIONAL USE PEP. MIT 94-007 AND DESIGN REVIEW 94-013 -GENER3%L ..... (1) ....i,-i Theproposed Project'shalI substantially-conform with'th& submitted plans date stamped July 25, 1994 on file with the Community Development Department as herein modified or as modified by the Director of Community Development in accordance with this Exhibit, as well as all provisions of the Planned Community District Regulations for the subject development adopted as part of ZC 94-003. The Director of Community Development may also approve subsequent minor modifications to plans during plan check if such modifications are to be consistent with provisions of the Planned Community District Regulations. (1) 1.2 Unless otherwise Specified, the conditions contained in the Exhibit shall be complied with prior to the issuance of any building permits for the project, subject to review and approval by the Community Development Department. (1) 1.3 Design review approval shall become null and void unless all building permits are issued within twenty four (24) months of the date of this Ey~ibit. (1) 1.4 The applicant shall sign and return an Agreement to Conditions Imposed form prior to issuance of building permits. (1) 1.S The applicant and property owner shall hold harmless and defend the City of Tustin for all claims and liabilities arising out of the City's approval of the entitlement process for this project. *** 1.6 The applicant shall prepare an affordable housing program (2) in compliance with all applicable provisions of California Community Redevelopment Law to ensure satisfaction of Conditions 9.1 through 9.3 of Exhibit A of Planning Commission Resolution No. 3290. SOURCE CODES (1) STA/%'DA/~D CONDITION (S) RESPONSIBLE AGENCY REQUIREMENT (2) CEQA MITIGATION (6) LAA'DSCAPING GUIDELINES (3) UI~IPO~ BUILDING CODE/S (7) PC/CC POLICY (4) DESIGN REVIE~ ** * EXCEPTION Exhibit A - Conditions of Approval CUP 94-007/DR 93-013 Resolution No. 3289 Page 2 1.7 Approval of' C0nditi6nal Use"~ermi~ 94-007 and Design ..................................... ~eview--94-Ot3 ~s---subject--to City-Council-approval-of Change 94-003 and Vesting Tentative Tract Map 14934. Should the City Council not approve the Zone Change or vesting Tentative Tract Map, the subject Conditional Use Permit and Design Review shall be come null and void. SUBMITTAL 2.1 At building plan check the folloQing shall be submitted: (3) A. Construction plans, structural calculations, and Title 24 energy calculations. Requirements of the Uniform Building Codes, State Handicap and Energy Requirements shall be complied with as approved by %he Building Official. (3) Preliminary technical detail and plans for all utility installations including cable TV, telephone, gas, water and electricity. Additionally, a note on plans shall be included stating that no field changes shall be made'without corrections submitted to and approved by the Building Official. (2) c. (3) Final grading and specification consistent with the site plan and landscaping plans and prepared by a registered civil engineer for approval by the Community Development Department. Subject grading submittal Shall comply with all requirements of Conditions 4.1 and 4.2 contained in Exhibit A of Planning Commission Resolution No. 3290. (3) De Information, plans and/or specifications to ensure satisfacticn of Conditions 1.1 through 1.12 of Exhibit A of Planning Co=~ission Resolution No. 3290. (2; (3) Information, plans and/or specifications to ensure compliance %,itb Conditions 5.1 through 5.7 of Exhibit A of Planning Commission Resolution No. 3290. (2) (3) Model complex plans identifying all temporary fencing, landscaping, elevation alterations, parking facilities and other temporary model complex facilities. Exhibit A - Conditions of Approval CUP 94-007/DR 93-013 Resolution No. 3289 Page 3 (2) '" G. ' A detaiied acoustical noise.'study.' pr%~a~e~ by ~ ............... qu&tified acoustical exq0ert' shall- be - subject to review and approval by the Community Development Department to insure that interior noise levels do not exceed a maximum of' 45 dBa's and that the exterior noise levels shall not exceed a maximum of 65 dBa's. The report shall specifically reflect the anticipated buildout impacts of noise along Newport Avenue, the adjacent railroad to the south, and aircraft overflight. The report and any subsequent field inspection shall comply with Conditions 6.1 and 6.2 of Exhibit A of Planning Commission Resolution No. 3290. (1) 2.2 Applicant shall be permitted to obtain grading permits and building permit for model unit construction 'prior to approval of Final Map 14934 provided all Unifom-m Building Code, Public Works, Fire Department and Community Development requirements have been met and approvals granted. Submitted construction drawings shall be in conformance with all development standards as applicable in the Planned Community District Regulations. Conceptual approval of locations of structures shall not constitute final approval. Any administrative adjustments are subject to review and approval by the Director of Community Development. (5) 2.4 No temporary construc{ion fencing shall be permitted to encroach into the required travelways of the private streets or private courts. (1) 2.5 Submitted construction drawings shall reflect all dimensions consistently between vesting tentative tract nap, site plan, landscape plan, model plan arid architectural plans. (2) 2.6 The applicant shall consult with the various utility companies which would provide service to the development and incorporate energy and water conserving systems and design features into the project subject to approval of the Building Official. (2) 2.7 The applicant shall provide written approval from (5) Great Western Reclamation approving the method of trash pickup for the project. Exhibi~ A - Conditions of Approval CUP 94-007/DR 93-013 Resolution No. 3289 Page 4 (4) 3.1 Window trims and surrounds shall be provided on all elevations of each plan consistent with the architectural treatment of the buildings, subjeCt to final approval of the Community Development Department. (4) 3.Z The proposed asphalt composition shingle shall be replaced with a thick-butt architectural asphalt shingle, subject to final approval of the Community Development Department. All dwelling units shall be equipped with. a sectional roll-up garage door and automatic garage door opener. (1) 3.4 Provide exact details of all exterior door and window (4) types, including but not limited to such information as frame color and glass tint. (1) 3.5 All exterior colors to be used shall be sub'ect to ' ...... J review (4) and approval om ~ne olrector of the Community DeveloDment · Department. All exterior treatments shall bE coordinated with regard to color, materials and detailing and noted on submitted construction plans and elevations shall indicate all colors and materials to be used. Note on final plans that a six-foot high chain linked fence shall be installed around the site prior to building construction stages. Gated entrances shall be permitted along the perimeter of the site for construction vehicles. (1) 3.7 Ail mechanical and electrical fixtures and equipment (4) shall be adequately and decoratively screened. The screen shall be considered as an element of the overall design of ~he project .and shall blend with ~he architectural design of buildings. All Telephone and electrical boxes shall be indicated on the building plans and shall be completely screened. Electrical transformers shall be located toward the interior of the project maintaining sufficient distance to minimize visual impacts from Newport Avenue. 3.8 Mechanical equipment such as, but not limited to, heater and ' ~ f!!~er units, pump units, air conditioning condensers and similar devices shall be screened from street view and, where possible, sited in the rear yard areas. E;:hibit A - Conditions of Approval CUP 94-007/DR ~3-0!3 Resolution No. 3259 Page 5 " (1)' 3.'9 'Exterior. elevations of .the buildincs 'Shall i~dicate any (4) ....... fixtures ..... or equipment to be locate'd: on .... the roof Of the building, equipment heights and type of screening. · (1) 3.10 On-site subdivision walls shall be constructed by subdivider including property line or common area dividing fences (between units), within interior of project. Provide drawings indicatinq wall materials, cap and other decorative treatments and color. Interior property line dividing walls which do not also serve as perimeter walls for project shall be consistent with main building treatments. Retaining walls shall have e~.terior treatments consistent with. other subdivision walls. Provide wall/fence legend on site plan including retaining walls. (4) 3.11 The perimeter tract wall shall be finished in stucco and painted compatible with the architecture of the Project, subject to final approval of the Community. Development Department. LANDSCAPING, GROU/~DS AND K~RDSCAPE ELEMENTS (1) 4.1 Submit at plan check complete detailed landscaping and irrigation plans for all landscaping areas, including the model complex, consistent with adopted City of Tustin Landscaping and Irrigation Submittal Requirements. Provide summary table identifying plant materials. The plant table shall list botanical and common names, sizes, spacing, location and quantity of the plant materials proposed. Show planting and beaming details, soil preparation , staking, etc. The irrication pla~ shall show location and control of backflow prevention devices, pipe size, sprinkler type, spacing and coverage. Details for all equipment must be provided. Show all property lines on the 'landscaping and. irrigation plan, public right-of-way areas, sidewalk widths, parkway areas, and wa]! locations. The Community Development Department may request minor substitutions of plant materials or reques~ additional sizing or quantity materials during plan check. Note on landscaping plan that coverage of landscaping and irrigation materials is subject to field inspection at project completion by the Department of Community Development. Exhibit A - Conditions of Approval CUP 94-007/DR 93-013 Resolution No. 3289 Page 6 · . ('7)' : 4'.'2 ~h~. "submitted. lan~scapin~ piths "at plan check '~all ......................... , ......... ref-tect-the following---requirements: · ao Turf is unacceptable for grades over 25%. A combination of planting materials must be used, ground cover on large areas alone is not acceptable. Be Shrubs shall be a minimum of' 5 gallon size and shall be spaced a minimum o~ 5 feet on center. Ce Ground cover shall be planted between 8 to 12 inches on center. De Fences, walls and equipment areas, shall be screened with shrubs and/or vines and trees. Ail plant materials shall be installed in a healthy vigorous condition typical to the species and must be maintained in a neat and healthy condition. Maintenance includes but is not limited to trimming, moving, weeding, removal of litter, fertilizing, regular watering and replacement of diseased or dead plants. Buffer. driveway and parking areas with landscaping betas when possible. A thickly planted landscape shall be installed along the edge of the project. Use natural landscaping and other architectural detailing to soften their visual appearance. I o Major points of entry to the project, courtyards and pedestrian internal circulation routes shall receive specimen trees to create an identification theme. · Landscape adjacent to the right-of-way shall be coordinated with parkway landscaping. Perimeter walls should be treated with vines in order to relieve large expanse of walls with. greenery and color. Vines should be informally grouped with training devices installed. Provide one tree for every 30 lineal feet along the north and south side of the subject property. Exhibi~ A - Conditions of Approval CUP 94-007/DR 93-013 Resolution No. 3289 Page 7 "' (1'). 4.3 ' Screening ~dja'cent to roadways, wneneve~ possibie, shall (-7) .......... compliment----the &rchitecture ,-- color and construction (4) materials of primary buildings on the site. (1) 4.4 Ail walls, fences or landscaping adjacent to streets (7) should be designed to provide adequate sight distance for (4) vehicles exiting the tract via the. private streets. (1) 4.5 Provide details, colors and materials for all exterior (4) walkways, stairs and walls. Design interior walkways to create a pedestrian corridor with accessory landscaping treatment. (1)' 4.6 Entryway tO'the project site should be focal points. In (4) addition to larger tree treatments these areas should be provided with a variety of color and treatment of landscaping as well as an incorporation of special decorative signage or pavement treatment (i.e., walls, gates, lighting, etc.) (1) 4.7 A complete, detailed project sign program including design, location, sizes, colors and materials shall be submitted for review and approval by the Community Development Department. The sign program shall include temporary project identification, addressing and street signs. An illuminated complex diagram shall be provided on the street frontage at the project entrance or adjacent to the recreation facility. Address ranges shall be identified at the entrances to each of %he motor courts. All signs shall be in accordance with the City's Security Code. Indicate lighting scheme for project, note locations of all exterior lights and types of fixtures. Lights %o be installed on buildings shall be a decorative design. No lights shall be permitted which may create any glare or have a negative impact on adjoining properties. The location and types of lighting shall be subject to the approval of the Director of Community Development. Exhibit A - Conditions of Approval - CUP 94-007/DR 93-013 Resolution No. 3289 Page 8 · (5)---4.9 ..... Final mailbox-design, location and orientation;- including methods to ensure security provisions with locking devices shall be subject to the review and approval of the Community Development Director. In determining final location, the Director shall consider the following: a · mailboxes shall be located as close as possible to a designated parking space;. be mailboxes shall not be located within ten (10) feet of a street/drive intersection, or within ten (10) feet from the back of curb return; and C, the location of mailboxes should encourage people to walk to their mailboxes. (4) 4.10 Ail wood fences shall be double sided in. detail and the posts shall be galvanized steel poles in concrete footings, subject to final approval of the Community Development Department. FEES (!) 5.1 Payment of all fees is required in accordance with Condition 10.1 through 10.2 of Exhibit A of Planning Commission Resolution No. 3290. RESOLUTION NO. 3290 A RESOLUTION OF THE PLANNING CO~L~:ISSION OF THE CITY OF TUSTIN, RECOMMENDING TO THE TUSTIN CITY COUNCIL APPROVAL OF VESTING TENTATIVE TRACT .FOkP--NO. .14 93.4 . 'The PlanniDg Commission of the :City of Tustin does .hereby resolve-as follows':. I. The Planning Commission finds and determines as follows: · A. That Vesting Tentative Tract Map No. 14934 was · ' submitted to the Planning Commission by D&D Development Company, Inc. for consideration. Be That a public hearing was duly called, noticed and held for said map on July '25, 1994, by the Planning Commission. Ce That a Negative Declaration has been prepared in accordance with T_he provisions of the California Environmental Quality Act for the subject project. De That the proposed subdivision is in conformance with the Tustin Area General Plan and Subdivision Map Act as it pertains to the development of residential property. That the project has been reviewed for consistence %'ith the Air Quality Sub-Element of the City of Tustin General Plan and has been determined to be consistent or has been conditioned to be consistenz with the Air Quality Sub-Element. That Vesting Tentative Tract 14934 would not have an impact on School District facilities. Ge That the site is physically suitable for the type of development proposed. . That the site is physically suitable for the proposed density of development. 'I. That the design of the subdivision or =he proposed improvements are net likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife in their habitat. Resolution ;.~o. _~.~0 Page 2 ~hat the~ design--of-the subdi¥ision-o~ the-type--of improvements proposed will no~ conflict with easement acquired by the public at large, for · access through or ~se of the property' within the': - - -proposed subdivision. - K. That the design of the subdivision or the types of improvements proposed are not likely to cause serious public health problems. The proposed project h~s been reviewed for confol-mity with the provisions of the Orange County Congestion Management program, and the approval body has determined that the additional traffic generated by the proposed project onto the CMP Highway System does not cause the system to exceed the established level of service standards. The proposed project has been determined to be exempt from the provisions of Measure "M" in that the additional traffic generated by the proposed project onto the ~terial Highway System does not cause the roadway system to exceed the established level of service standards. That the dedication of right-of-way along the Newport Avenue frontage to accommodate the future realignment of Ne~ort Avenue, as well as access to the subject property and the property to the north, and the construction of the cul-de-sac to the ultimate confi?uration to the greatest extent feasible, would reduce traffic and circulation impacts to an acceptable' level. In addition, the City's agreement to construct future improvements on Newport Avenue along the project frontage associated with the realignment of. NewpOrt Avenue would constitute a "rough proportionate" obligation the City would have for rJ. ght-of-~5, acquisition. There is a reasonable relationship between the need for nhe dedication and the type of development proposed as the dedication area would prcvide direct benefit to the f~ture residents of the development by providing access to the project and mitigating individual and cumulative ~raffic impacts that would be created by the development. Resolution No. 3290 Page 2 II. The Planning Commission hereby recommends to the City ..... Council approval of- Vesting- Tentative- ~ract Map No. 14934, subject to the conditions contained in Exhibit A · a.~tached' hereto. · · PASSED AN'D ADOPTED by-the-Planning 'commiSsion of %he---City- of Tustin, at a regular meeting on r. he 25th day of July, 1994. Recording Secretary Chairperson , STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF TUSTIN ) I, BARBARA REYES, the undersigned, hereby certify that I am the Recording Secretary of the Planning Commission of the City of Tustin, California; that Resolution No. 3290 was duly pa~sed and adopted at a regular meeting of the Tustin Planning Commission, held on the 25th day of July, 1994. Recording Secretary· EXHIBIT A VESTING TER"rATIVE T~ACT F~.P 14934 R~-SOLUTION NO. 3290 CONDITIONS 0r APPROVAL · PUBLIC/PRIVATE- INFRASTRUCTURE I~PROVEMENTS . ----(1') .... i-,7i Prior tO reco~d-~i'~n o-f fi~l map~ the Su~divide~--sh-ail (2) prepare plans for and construction or post security (3) guaranteeing construction of all public and/or private, (5) infrastructure improvements within the boundary of said tract map, with the exception of ultimate street improvements along Newport Avenue., in conformance %'ith applicable City standards, including but not limited to the following: A. Curb and gutter/cross gutters. B. Sidewalks including access facilities for physically handicapped persons. Drive aprons/approach Street paving Street signing and paving Street trees Sanitary sewer 'facilities Domestic water facilities Storm drain connection Undergrounding of existing and proposed utility distribution lines Lot monumentation Fire hydrants Ce D. E. F. G. H. I. J. Construction of the entrance cul-de-sac ~'ill be required at this time with an interim connection to the existing alignment of Newport Avenue. The design of this cul-de- sac shall accommodate to the greatest extent feasible the future alignment of Newport Avenue in order to minimize reconstruction at a future date. The amount of acceptable security for construction of public improvements shall be reviewed and approved by the Public Works Department. The amount and acceptable security for private improvements shall be reviewed and approved by the Building Official. SOURCE CODES (1) STANDARD CONDITION (5) RESPONSIBLE AGENCY REQUIREMENT (2) CEQA MITIGATION (6) LAh'DSCAPING GUIDELINES (3) UNIFORM BUILDING CODE/S (7) PC/CC POLICY (4) DESIGN REVIEW * * * EXCEPTION VTT 1 z. 934 Reso. No. 3290 ' Page 2 (1) 1.2 All cons%ruc%ion within a public right-of-way and/or public easemen~ must be shown on a separate 24" x 36" plan as prepared by a California Registered Engineer with all construction-referenced.-~o applicable-City--or. County standard drawing numbers. .o · (1) 1.3 Ail changes in existing curbs, .gutters, sidewalks and --(6) .... o%her-pub, lic -improvements shall-be %he responsibility of.- ' subdivider. (~) ~.4 Preparation of plans for and construction of: a. All sanitary sewer facilities must be submitted as required by the City Engineer. and local sewering agency. These facilities shall include a gravity flow system per standards of the Orange County Sanitation District. Be A domestic water system must be to the standards of the City of' Tustin Water Service. 'Improvement plans shall also be reviewed and approved by the Orange County Fire Department for fire protection purposes. The adequacy and reliability of water system design and the distribution of fire hydrants will be evaluated. The water distribution system and appurtenances shall also conform to the applicable laws and adopted regulations enforced by the Orange County Health Department. Any required reclaimed water systems shall be to the standards as required by the City of Tustin Water Service. Ce Sewer and water facilities shall be clearly indicated as private improvements. Maintenance access to sewer and"water facilities shall be the responsibility of the property owner and acco~amodations for such access shall be established prior to building permit issuance. (1) ~.5 Proposed streets shall be designed to the following (5) specifications: (6) .. A. All proposed .streets shall be designed in substantially the same width and alignment as shown on the approved vesting tentative map. unless modified and approved by the Directors of Community Development and Public Works. Be Ail streets and drives shall be constructed in accordance with City requirements in terms of type and quality of material used. E;:hibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 3 -Sidewalk areas shall flare around the placemeht '-'of all above ground facilities, such as signing, street lights and fire hydrants unless located outside of sidewalk widths within public utility easement areas. D. The right-of-way line shall be located 10' behind the curb face around the entire cul-de-sac pursuant to the City of Tustin local street standard. A minimum 5 foot wide utility clear sidewalk will be required along the southerly side of the interim improvements from the existing sidewalk along Newport Avenue to the on-site sidewalk adjacent to Lot AF. (1) 1.6 On-site private streets and drives, storm drain, water (6) and sewer improvement plans shall comply with the "City of Tustin Minimum Design Standards for On-Site Street an~ Storm Drain Improvements" except as modified by the Building Official. (5) ~.7 A 24" x 36" reproducible work area traffic control plan prepared by a California Registered Traffic Engineer shall be provided prior to permit issuance. (1) ~.8 A complete hydrolog%; study and hydraulic calculations (5) shall be submitted for review and approval prior to permit issuance. (5) 1.9 I~' addition to the normal full size plan submittal process, all final plans for tract maps, right-of-way maps, records of survey, and public works improvements are also required to be submitted to the Public Works Department/Engineering Division in computer aided drafting and design (CADD) format. The acceptable formats shall be Intergraph DGN or AutoCad DWG file format, but in no case less than DXF file format. The City of Tustin, CADD conventions shall be followed in preparing plans in CADD, and these guidelines are available from the Engineering Division. E>:hibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 4 AS an'Option;'"the appIicant may-submit manually prepared plans and in lieu of CADD files, pa}, a "processing fee" ~o the City to have the drawings converted into CADD format. This fee will cover the City's costs to transfer the information from the above noted plans to CADD so that it can be integrated into the.City's infrastructure base map. The processing fee will be determined on a case by case basis after the plans have been submitted for review. (1) %.%0 All utilities exclusively serving the site shall be undergrounded. · . · (1) ~.~ On-street parking on Newport Avenue will be prohibited once the ultimate future improvements have been installed. (5) ~.~2 The applicant-shall be required to obtain all applicable approvals and permits from the Orange County Flood Control District for connection to the existing flood control channel. (7) ~.13 Vehicular. and pedestrian access to the Carfax Drive cul- de-sac shall be limited to emergency access only except as ,herein provided. Pedestrian access to the Carfax Drive cul-de-sac shall be eliminated from the proposed plans. All access and gate details shall be subject to final review and approval of the Orange County Fire Department and the Community Development Department. In the event approval from the School District can be obtained, the Conumunity Development Department shall be authorized to approve pedestrian access across School District property to Service Road. Full vehicular and pedestrian access shall be permitted to the Carfax Drive cul-de-Sac only during the oeriod of construction related to the realignment of Ne~rt Avenue as determined by the Public Works and Community Development Departments. No construction vehicles shall be permitted through the Carla× Drive cul-de-sac access at any time. The Public Works and Community Development Departments shall coordinate with adjacent home owners to ensure the least disruption to their neighborhood during this period of construction." Exhibit A - Conditions of Approval V.'i~~ 14934 Reso. No. 3290 Page 5 ........................... DEDICATIONS / RESERFATI ONS-/~.AS EMENTS .... (1) 2.1 The subdivider shall satisfy dedication and/or (2) reservation requirements as applicable, including but not (5) limited to dedication of all required street and flood (6) control right-of-way easements as identified on the subject tentative tract map and as. conditioned in this Exhibit, vehicular access rights, sewer easements and water easements defined and approved as to specific location by the City Engineer and other reasonable agencies. (6) (1) 2.2' Street right-of-way shall be dedicated to the City along Newport Avenue to accommodate the ultimate street width, alignment and area of Newport Avenue along with slope maintenance easements adjacent to this development. Subject to Redevelopment Agency approval, staff will recommend to the Agency that the applicant enter into a reimbursement agreement with an incentive payment for provisions of affordable housing under the terms of Redevelopment Law. The City's provisions of future improvements along Newport Avenue %,ill constitute any "rough proportionate" obligation the City would have fo~ right-of-way acquisition along Ne%~ort Avenue. The traffic and circulation impacts discussed on pages 6 through 9 in the July 25, 1994 Staff Report to the Planning Commission are incorporated herein by reference. <2) (5) · (1) 2.3 Street right-of-way shall be dedicated to the City for the cul-de-sac into this development from the existing alignment as well as the proposed alignment of Ne%~ort Avenue including accommodating public access into the adjacent property to the north. This dedication requirement wcu!d constitute a "rough proportionate" obligation as this cul-de-sac would serve as the primary access point 'to the development. The traffic and circulation impacts discussed on pages 6 through 9 in the July 25, 1994 Staff Report to the Planning Commission are incorporated herein by reference. (2) 2.4 The right-of-way line shall be located ten (10) feet (5) behind the curb face around the entire cul-de-sac on Newport Avenue, except behind the entry island which shall be five (5) feet behind the curb face. -k,. i~ A - Conditions of Approval VTT 14 934 Reso. No. 3290 Page 6 (2j .... 2;:5 .....The'-develop~r' shall also -'be required to enter-iht'6 -an (5) agreement %'i=h the City for =he landscape and' maintenance of the dedication areas along Ne%[port Avenue until Newport Avenue is realigned. (5) 2.6 Ail dedications shall also state that the City of Tustin shall be permitted to obtain, at no cost, a right-of- entry for all on-site joins when the ultimate street improvements are constructed. The right-of-entry shall terminate on the date that the Notice of Completion is recorded at the Orange County Recorder's office. CONSTRUCTION ACTIVITIES A/)JACEA~ TO PUBLIC RIGHT-OF-WAY (1) 3.~ Prior to recordation of the final map, subdivider shall (2) post with the Community Development Department a minimum (6) $2,500 cash deposit or letter of credit to guarantee the sweeping of streets and clean-up of streets affected by construction activities. In the event this deposit is depleted prior to completion of development or City appearance of public streets, an additional incremental deposit will be required. (!) 3.2 Any damage done to existing street improvements and (6) utilities shall be repaired before acceptance of the tract and/or issuance of a Certificate of Occupancy for the development on any parcel ~ithin the subdivision. (!) 3.3 Prior to any work in the public right-of-way, an Encroachment Permit must be obtained from and applicable fees paid to the Public Works Department. GR3%DING/GENER3%L (1) 4.1 Prior to issuance of grading permits: (6) A A detailed soils engineering ~- · . repo.~ shall be submitted to and approved by the Building Official conforming to the requirements of the Uniform Building Code, City Grading Requirements, and all other applicable State and local laws, regulations and requirements. E;:hibit A - Conditions of Approval · VTT 14934 Reso. No. 3290 page 7 o. .............................. B-~ ......... Preparation and ~ubmittal--of-a.-grading~ptan-subject to approval by the Department of Community Development delineating t_he following information: l· · · Methods of drainage in accordance ~'ith all applicable City standards· Ail recommendations submitted by geotechnical or soils engineer and s. pecifically approved by them. Compliance with conceptual grading shown on tentative tract map. A drainage plan and necessary support' documents such as hydrology calculations to comply with the following requirements: a · c· de Provision of drainage facilities to remove any flood hazard to the satisfaction of the City Engineer which will allow building pads to be safe from inundation from rain fall which may be expected from all storms up to and including the theoretical 100 year storm and dedication of any necessary easements on the final map as required. Elimination of any sheet flow and ponding across lot lines. Provision of drainage facilities to protect the lots from any high velocity scouring action. Provision for tributary drainage from adjoining properties. 5. All flood hazard areas of record. · A note shall be placed on the grading plan requiring Community Development Department approval of rough grading prior to final clearance for foundations. The Department will inspect the site for accuracy of elevations, slope gradients, etc. and may require certification of any grading related matter. Exhibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 8 archeologist, as appropriate, shall be present during rough grading operations. If resources are found, work shall stop in the affected area and all resources shall be excavated or preserved as deemed appropriate or as reconunended by t_he paleon'tologist/archeologist subject to review and approval by the Department of Public' Works and Community Development. All "finds" shall be reported immediately to the Department of Community Development. The paleontologist/archeologis~ shall attend the pregrade construction meeting to ensure that this condition and necessary procedures in the event · of a "find" are explained. Preparation of a sedimentation and erosion control plan for all construction work related to the subject tract including a method of control to prevent: dust and windblown earth problems. (1) 4.2 Ail earthwork shall be performed in accordance with the (3) City of Tustin Municipal Codes and grading requirements. FIRE DEPA]~TMEA~ · (5) 5.1 Prior to the recordation of a final tract map, water improvement plans shall be submitted to and approved by the Fire Chief to ensure adequate fire protection and financial security is posted for the installation. The water system design, location of valves, and the distribution for the fire hydrants will be evaluated and approved by the Chief. (5) 5.2 Prior to the issuance of any building permits for combustible construction, a letter and plan from the developer shall be submitted to add approved by the Fire Chief. This letter and plan shall state that wa%er for fire fighting purposes and an all weather fire access roads shall be in place before any combustible materials are placed on the site. E>:hibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 9 .. (5) . 5.3 .... Priorl--to-~=he-- issuance of any certificates of use and ...... occupancy, all fire hydrants shall have a "Blue Reflective Pavement Marker" indicating its location on the street or drive per the Orange County Fire Department Standard. On private property these markers are to be maintained in good condition by the property owner. (5) 5.4 Prior to the issuance of any grading permits, plans for all streets and courts, public or private, shall be submitted to and approved by the'Fire Chief. The plans shall include sectional views, and indicate the width measured flow line to flow line.. All proposed fire apparatus turnarounds shall be clearly marked. In addition, all enhanced paving shall be built to withstand the weight of 68,000 lbs. (5) 5.5 Prior to the issuance of any grading permit, street improvement plans with fire lanes shown shall be submitted to and approved by the Fire Chief. Indicate the locations of red curbing and signage. Provide a drawing of the.proposed signage with the height, stroke and color of lettering and the contrasting background color. The CC&R's shall contain a fire lane mad and provisions which prohibit parking in the fire ian~s, a method of enforcement shall be included. (5) 5.6 Prior to the issuance of any building permits, construction details for any emergency access gate shall be submitted to and approved by the Fire Chief. Contact the Orange County Fire Department at (714) 744-6623 for a copy of the "Guidelines for Fire Department Emeraency Access.,, Increase the ga~e width from 12 feet to 13~feet at the entrance. The exit gate shall comply with requirement for turning clearances. 5.7 Prior to the recordation of a final tract map, all fire projection access easements shall be approved by the Fire Chief and dedicated to the appropriate county/city. The CC&R's sha].l contain provision which prohibit obstructions within the fire protection access easements. Fire Chief approval shall be required for any modifications such as speed bumps, control gates or changes in parking plan within said easement. Exhibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 10 (1) 6.~ Prior to issuance of any Certificates of Use or (3) Occupancy, field testing in accordance with the Title 25 regulations may be required by the Building Official to verify compliance with STC and IIC. design standards. 6.2 All construction operations including engine warm up shall be subject to the provisions of the City of Tustin Noise Ordinance and shall take place only during the hours of 7:00 a.m. until 6:00 p.m., Monday through Friday unless the Building Official determines that said activity will be in substantial conformance with the Noise Ordinance and the public health and Safety will not be impaired subject to application being made at the time the permit for the work is awarded or during progress of the work. CC&R'S (1) 7.1 Prior to approval of the final map, all organizational (3) documents for the project including any deed restrictions, covenants, conditions, and restrictions shall be submitted to and approved by the Community Development Department and City Attorney's Office. Costs for such review shall be borne by the subdivider. A copy of the final documents shall be submitted to the Community Development Department after their recordation. CC&R's shall include but not be !imited to the following provisions: ae Since the City is interested in protecting the public health and safety and ensuring the quality and maintenance of common areas under control of a Homeowner's Association, the City shall be included as a party to the CC&R's 'for enforcement purposes of those CC&R provisions in which the City has interest, as reflected by the following B through Q. However, the City shall not be obligated to enforce the CC&R's. Be The requirement that association established. bylaws be Exhibit A - Conditions of Approval VTT 1~934 Reso. No. 3290 Page ll ........ ' C. .......... Provisions flor--effective-establishment, operation, management, use, repair and maintenance of all common areas and facilities including landscaped areas and lots, walls and fences and paseos. De Membership in any Homeowner'.s Association shall be inseparable from ownership in individual dwelling units. Architectural controls shall be provided and may include but not be limited to provisions regulating exterior finishes, roof materials, fences and walls, accessory structures such as patios, sunshades, trellises, gazebos, awnings, room additions, exterior mechanical e.cuipment, television and radio antenna. Fe Maintenance standards shall be provided for applicable items listed in Section C above in CC&R's. Examples of maintenance standards are shown below: (1) All common .area landscaping and private lawn areas visible from any public way shall be properly maintained such that they are evenly cut, evenly edged, free of bare or brown spots, free of debris and free of weeds above the level of the lawn. Ail planted areas other than lawns shall be free of weeds, dead vegetation and debris. All trees and shrubs shall be trimmed so they do not impede pedestrian traffic along the walkways. Trees shall be pruned so they do not intrude into neighboring property and shall be maintained so they do not have droppings or create other nuisances to neighboring property. All trees shall also be root pruned to eliminate exposed surface roots and damage to sidewalks., driveways and structures. (2) Common areas shall be maintained in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to public health, Exhibit A - Conditions of Approval VTT Reso. No. 5290 Page 12 safety, or general we'lfare, or that such a ....... : ........ condition.-of-deterioration or. disrepair cause - . harm or is materially detrimental to property values or improvements ~'ithin the boundaries of the subdivision and Homeowner, s Association, to surrounding property, or to property or improvements within three hundred (300) feet of the property may also be added as alternative language. Go Homeowner's Association approval of exterior improvements requiring a building permit shall be obtained prior to requesting a building permit from the city of Tustin Community Development Department. All plans for exterior improvements shall conform to requirements set forth by the City and the CC&R's. Ail plans submitted to the City shall bear the Association's stamp and authorized signature of approval. Residents shall not store or park any non-motorized vehicles, trailers or motorized vehicles that exceed 7 feet high, 7 feet %'id· and 19 feet long in any parking or driveway area except for purpose of loading, unloading, making deliveries or emercencv repairs except that the Homeowner's Associatio~ adopt rules and regulations to authorize exceptions. I · J· Ail utility services serving the site shall be installed and maintained underground. The Association shall be required to file the names, addresses, and telephone numbers of at least one member of the Association Board and where applicabl'e, a Manager of the project before January !st of each year with the City of Tustin Community Development Department for the purpose of contacting the association in the case of emergency or in those cases where the City has an interest in CC&R violations. K. Disclosure information related to aircraft noise impacting the subdivision, as approved by the City of Tustin Community Development'~epartment. E;:hibi~ A - Conditions of Approval VTT 1~934 Res6. No. 3290 Page ~3 ~. L. Perimeter project block walls t~ be constructed on ........................................ private -property shall-be maintained -and-~'replaced, ............ if necessary by a Homeowner's Association. This shall not preclude a Homeowner's Association from assessing charges to individual property owners for structural damage to the wall or fence. M. No amendment to alter, modifY,, terminate or change the Homeowner's Association's obligation to maintain the common areas and the project perimeter wall or other CC&R provisions in which the City has an interest, as noted above, or to alter, modify, terminate or change the City's right to enforce maintenance of the common areas and maintenance of the project perimeter wall, shall be effective without the prior written approval of the City of Tustin Community DeveloPment Department· Maintenance of all manufactured slopes on individual lots shall be the responsibility of the individual property owners. O. The Homeowners' Association is responsible for monitoring and enforcing any and all parking and traffic regulations on private streets. The project CC&R's shall include provisions to require the Association, to develop and enact an enforcement program related to enforcement of parking and traffic regulations within the private development. Said program may include provisions for levying fines, collecting fines and enforcement/monitoring by private security companies/persons. To ensure the proper use of parking spacas within the subdivision, CC&R's shall include the following acknowledgements and restrictions, which shall also be signed as a separate notification and acknowledgement, by each new homeowner in the subdivision: · Project has .5 guest spaces per unit; individual owners shall have no right to use guest spaces for any vehicle. E>:hibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 14 ......... 2.. Individual . owners- shall park- vehicles in garage spaces provided vehicles do not overhang the public or private right-of-way or sidewalk easements. 3. Individual owner understands that the subdivision has strict parking regulations that will be enforced' by the homeowner's association. · Should an individual owner own more than two vehicles, additional vehicles shall be kept outside of the subdivision boundaries.. · On-street parking on Newport Avenue will be prohibited once the ultimate future improvements have been installed. Prior to implementation of such a program, copies of the approved H0A program shall be forwarded to the City of Tustin Police Department and Community Development Department for review and approval. The Police Department and Community Development Depa~ment shall also be provided %,ith any amendments or modifications to the program. Ail parking regulations shall be enforced at time of final occupancy of any phase of the project. ~tOMEBUYER NOTIFICATION (1) 8.1 Prior to issuance of Certificate of Occupancy: (2) A. A document separate from the deed, which %'ill be an information notice to future homebuyers of noise impacting the subdivision from Jchn Wayne Airpor%, Net/mort Avenue (existing and future) and the AT&SF railroad, shall be recorded. The notice shall further indicate that additional building upgrades may be necessary fcr noise attenuation. This determination to be made ~s architectural drawings become available and/or where field testing determines inadequate noise insulation. Exhibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 15 B. The Subdivider shall submit for review and approval ......................... of ...... content .... by ...... the.- Director of Community Development, a copy of sales literature for the residential project with the approved aircraft/helicopter noise statement and the approved schools notification statement, printed on it. Any changes to the sales literature after initial City approval shall be submitted to the Director of Community Development for approval. Ce The subdivider shall provide the City with a copy of the approved aircraft noise statement which shall contain a disclosure document on John Wayne Airport aircraft noise. Said document must be signed by each tenant/homeowner prior to occupancy of any unit. The content of the statement shall be approved by the Directo~ of Community Development prior to circulation. D'. The developer shall provide the City with a schools notification statement which shall be reviewed and approved by the Director of Community Development and participation by the governing school district which shall indicate: (1) The ' location of existing and proposed elementary, middle and high schools which will serve the subdivision (text and map) . (2) Advice to horn,buyers that proposed school sites may never be constructed. The Subdivider shall provide the City with a statement, signed by each homebuyer, containing a comprehensive description of all private and public improvements and developments adjacent or in close proximity to the proposed development. The subdivider shall provide the City with a copy of disclosure document related to the future construction and realignment of Newport Avenue including the fact that residents would experience short term noise, traffic and access impacts to the development. Said document must be signed by each homeowner prior to occupancy of any unit. The content of the statement shall be approved by the E;:hibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 16 Director of Community Development prior to circulation. ...... The subdivider shall provide the City with a copy of disclosure document indicating that on-street parking on Newport Avenue will be prohibited once the ultimate future imProvements have been installed. The document shall also indicate that the landscape treatment and setback provided along Newport Avenue would be 'significantly altered, including adjustments to finish grade contours and slopes, once the ultimate future improvements have been installed. Said document must be 'signed.by each homeowner prior to occupancy of any unit. The content of the statement shall be approved by the Director of Community Development prior to circulation. ~FORDABLE ~OUSING PROGR3%M *** 9.~ The applicant shall prepare an affordable housing program (2) in compliance with applicable provisions of California Community Redevelopment Law. A total of 21 units developed (15%) must be affordable to low and moderate income persons and households. Of those 21 units, units (40% of affordable units which equals 6% of total project) must be affordable to very low income households. Affordable expense is defined to include principal and interest, insurance, taxes, utilities and association fees. California Administrative Code Title 25 Section 6920 adds several, other expense items to the definition of homeowner e>:penses. These include ground lease fees (if any) and property maintenance fees in addition to those paid through association dues. Affordable monthly housing cost shall be defined as 30% of gross annual income for hoaseholds earning up to 100% of area median. For households earning between i00k and !20% of median income, Redevelopmen~ Law defines housing expense at no more il%an 25% of gross income. In any event, the most current standards as defined by Redevelopment Law shall prevail. Exhibit A - Conditions of Approval VTT 14934 Reso. No. 3290 Page 17 *** .... 9.2 .....The units must remain affordable-.- for the' 'longest time ........... (2) feasible, but for not less than the period of the land use controls established in the Redevelopment Plan. Selected dwelling units to satisfy affordable requirements shall be dispersed throughout the development so as to not concentrate the selected units in any one portion of the project based on Policy 1.4 of the General Plan Housing Element. Provisions shall be made in the CC&R's for the development and separate deed restrictions recorded on each selected property identifying the affordable housing program. *** 9.3 The latest 'available State Department of Housing and (2) Community Development (HCD) figures shall be .used at the time building permits are issued for each affordable unit to determine Very Low Income (50% of median), Low Income (80% of median) and Moderate Income (120% of median) requirements. These figures may vary depending upon household size and adjustments to reflect the change in median income over time. Based upon published HCD figures as of June 1994, =he median income for a family of four in Orange County is $58,800. Based upon the median income, the affordable units would need to affordable to those households of four %'ith the incomes as follo'ws: Moderate Income (120% of median) $70,560 Low Income (80% of median) $47,040 Very Low Income (50% of median) $39,900 FEE___~S (i) lO.1 Prior to issuance of any building permits, payment shall (3) be made of all require~ fees including, but not limited (5) to- Major thoroughfare and bridge fees to Tustin Public Works Department, as applicable. Be Sanitary sewer connection fee to Orange Count}, Sanitation District No. 7, as applicable. E;:hibit A - Conditions of Approval VTT Reso. No. 3290 Page 18 C. Grading plan checks and permit fees to the ............ Co~u~unity Development Department. - De All applicable Building plan check and permit fees to the Community Development Department. New development fees to the Community Development Department, as applicable. School facilities fee to the Tustin Unified School District subject to any agreement reached and executed between the District and the applicant. G. In lieu park land dedication fees to the City. He Within forty-eight (45) hours of approval of the subject project, the applicant shall deliver to the Community Development Department, a cashier' s check payable to .the COUNTY CLERK in the amount of $25.00 (twenty-five dollars) to enable the City to file with the County Clerk, the Notfce of Determination pursuant-to the California Environmental Quality Act. If %,ithin such forty-eight (48) hour period that the applicant has not. delivered to the Community Development Department the above-noted check, the approval for the project granted herein shall be considered automatically null and void. Should the Department of Fish and Game reject the Certificate of Fee Exemption filed with the Notice of Determination and require pa.~ment of fees, the applicant shall deliver to the Community Development Department, within forty-eight ( 48 ) hours of notification, a cashier's check payable to thc COL~NTY CLEPd< in the amount of $1,2V5 (one thousand two hundred seventy five dollars) pursuant to AB 3!58, Chapte~ 1706, Statutes of 1990. If this fee is imposed, the subject project shall not be operative, vested or final unless and until the fee is paid. (5) 10.2 Prior to recordation of the final map, the subdivider shall provide executed subdivision/monumentation agreements and furnish improvement/monumentation bonds as required by the City Engineer. Exhibit A - Conditions of Approval V?T 14934 Reso. No. 3290 Page !9 GENERAL Subdivider shall file with appropriate agencies, a final map prepared in accordance with subdivision requirements of the Tustin Municipal Code, the State Subdivision Map Act, and applicable conditions contained herein unless an extension is granted pursuant to Section 9335.08 of the Tustin Municipal Code. (1) 11.2 Prior to occupancy of any buildings, the Subdivider shall record a final map in conformance with appropriate tentative map. (1) 11.3 Prior to final map approval. A. Subdivider shall submit a current title report. Bo Subdivider shall submit a duplicate mylar of the Final'Map, or 8 1/2 inch by 11 inch transparency of each map sheet prior to final map approval and "as built" grading, landscape and improvement plans prior to Certificate of Acceptance. (!) 11.4 Subdivider shall conform to all applicable requirements of the State Subdivision Map Act and the City ' s Subdivision Ordinance. *** 11.5 Prior to release of building permits, all conditions of approval of Conditional Use Permit 94-007 and Design Review 94-013 of the subject project shall be complied with or incorporated into applicable working drawings as shown on Exhibit A attached to Resolution No. 3289 incorporated herein by reference. (1) 11.6 Approval of VesTing Tentative Tract Map 14934 is subject to City Council apprcva! of Zone Change 94-003. Should the City Council not approve the Zone Change, the subject, Vesting Tentative Tract !Sap shall become null and void. ~3 RESOLUTION NO. 94-101 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, APPROVING VESTING TENTATIVE TRACT MAP NO. 14934. The City Council of the City of Tustin does hereby resolve as follows: . I. The City Council finds and determines as follows: That ~;esting Tentative Tract Map No. 14 934 was submitted to the City Council by D&D Development Company, Inc. for consideration. Be That a public hearing was duly called, noticed and held for said ~ap on July 25, 1994 by the Planning Commission and on August 15, 1994 by the City Council. Ce D. That a Negative Declaration has been prepared in accordance with the'provisions of the California Environmental Quality Act for the subject project. · . That the proposed subdivision 'is in confo_~mance %'ith the Tustin Area General Plan and Subdivision · Map Act as it pertains ~o the development of residential property. That the project has been reviewed for consistence %:ith the Air Quality Sub-Element of the City of Tustin General Plan and has been dete_~mined to be consistent or has been conditioned to be consisten~ with the Air Quality Sub-Element. That Vesting Tentative Tract 14934 would not have an impact, on School District ~.aci!ities ~ . G e That the site is physically suitable for the type of development proposed. He That the site is physically suitable for the proposed density of development. That the design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or %,i!d!ife in their habitat. Se That the design of the subdivision or the type of improv.ements proposed %'i!1 not confl ici %'i%h easement acquired by the public at large, for access through or use of the property %'ithin the proposed subdivision. Pao. e 2 2 .......................... K--, That the design-of %-he subdivision--or 3 improvements proposed are not 1 ike!y to cause serious public health problems. 4 ..................... L~ ...... The'-- proposed ~ 'projec't' has been reviewed 5 confo_--mi=y with the provisions of the Orange County congestion Management Program, and the approval 6 body has determined that the additional generated by the proposed project onto the CMP 7 Highway System does not cause the system to exceed the established level of s~rvice standards. M. The proposed project has been determined to be 9 exempt from the provisions of Measure "M" in that the additional traffic generated by the proposed !0 project onto the Arterial Highway System does not cause the roadway system to exceed the established 11 level of service standards. 12 N. That the dedication of right-of-way along the Newport Avenue frontage to accommodate the future 13 realignment of Met'port Avenue, as well as access to the subject property and the property to the no.~h, and the construction of the cul-de-sac to the ultimate configuration to the greatest extent ~5 feasible, would reduce traffic and circulation impacts to an acceptable level. In addition, the !6 City's agreement to construct future improvements on Ne%~po~ Avenue along the project frontage 17 associated with the realignment of Newport Avenue would constitute a "rough - ~-~ p. opo_,_onate" obligation 18 the City would have for right-of-way acquisition. There is a reasonable relationship between the need !9 for the dedication and the type of development proposed as the dedication area would provide 20 direct benefit to the future residents of the development by providing access to the project and 21 mitigating individual and cumulative traffic -o impacts that would be created by the development. 22 ' ° ' II. The City Council hereby approves Vesting Tentative Tract 23 Map No. 14934, subject to the conditions contained in Exhibit A of Planning Commission Resolution No. 3290, 24 incorp'orated herein be reference, %'ith the exception of Condition No. 1.!3 which is modified to read as follows: 25 !.~3 Vehicular and pedestrian access to the Carfax Drive 26 cul-de-sac shall be ~ _ _~ed to emergency access .... only except as herein provided. Pedestrian access to the Carfax Drive cul-de-sac shall be eliminated  .. from the proposed plans. All access and gate 2~ details shall be subject to final review and Resolution No. 94-101 Page 3 approval of the Orange County Fire Department and the~ d0mmu~ity' Dev'el0p~en~ Depa'r~meht~ ih the event approval from the School Distric~ can be obtained, the Community Development Department shall be authorized_ to .... approve _pedestrian._ . and emergency access across School District property to Ser~'ice. Road. In the event approval can be obtained for alternate pedestrian and emergency access, the proposed emergency gate at the cul-de-sac re.--minus of Carfax Drive shall be replaced with a solid property line wall by the'subjec~ development. Full vehicular and pe'destrian access shall be permitted to the Carfax Drive cul-de-sac only during the period of construction related to the realignment of Newport Avenue as determined by the Public Works and Community Development Departments.. No construction vehicles shall be permitted through the Carfa~ Drive cul-de-sac access at any time. The Public Works and Community Development Depa~ments shall coordinate with adjacent home owners to ensure the !eas~ disruption to their neighborhood during this period of construction. PASSED AND ADOPTED at a regular meeting of the Tustin City Council, held on the 15th day of August, 1994. R~ E. WYNN ' Clerk · THO¥~kS R. S~TARELLI Mayor ATTACHMENT 4 SCHEDULE OF PERFORMANCE 1101-00001 ATTACHMENT 4 SCHEDULE OF PERFORMANCE PERFORMANCE TIMING ~A. EXECUTION-OF AGREEMENT - 1. Title verification that Developer is the owner of the site. 14 calendar days after Agency action on the Agreement 2. Agreement attachments, executed and delivered by Developer to Agency. 14 calendar days after Agency action on the Agreement 3. Agency executes agreement and attachments. Within 5 calendar days following Developer delivery of executed Agreement and attachments. 4. Agency causes recordation of appropriate attachments. Within 10 working days after Agency execution of Agreement FINANCING 1. Developer submits financing evidence to Agency. 2. Agency approves financing evidence. Within 60 days following execution of Agreement. Within 30 days after submittal by Developer. C , ENTITLEMENT APPROVAL 1. Developer submits completed application to City for entitlement approval. 2. City grants land use entitlement. Completed Completed ATTACHMENT 4 Page 1 of 6 D. BUILDING PERMITS ~ .... D_e~elope~ submits ......................... Completed plans for clearance and demolition of Site. ................... 2 ...... City issues permits__. for clearance and demolition of Site. Completed 3. Developer submits At least 30 days prior to construction drawings for scheduled start of building and related construction permits. 4. Developer obtains building permits 7 days after submittal for phases complying with initial approved building plans; 30 days after submittal for new plans or plans which substantially deviate from initial approved building plans. E , INSURANCE 1. Developer submits Within 10 days of Agency insurance certificates to execution of Agreement Agency, naming Agency and City as additional insured F . DEMOLITION AND CLEARANCE OF SITE 1. Developer completes the demolition and clearance of the Site. Completed G . CONSTRUCTION OF IMPROVEMENTS 1. Developer commences construction of models. 2. Developer completes construction of models Within 60 days after issuance of building and related permits Within 120 days of commencement of construction on models ATTACHMENT 4 Page 2 of 6 3. Developer completes Within 150 days of completion construction of of models landscaping in Newport ......... Avenue~dedication~-area-. 4. Developer completes Within 150 days of completion construction of Phase 1 of models · ' 5[ Developer Completes · Within'150 dayS'of comple~ion construction of Phase 2 6. Developer completes construction of Phase 3 7. Developer completes construction of Phase 4 8. Developer completes construction of Phase 5 9. Developer completes construction of Phase 6 10. Developer completes construction of Phase 7 11. Developer completes construction of Phase 8 12. Developer completes of Phase 1 Within 150 days of completion of Phase 2 Within 150 days of completion of Phase 3 Within 150 days of completion of Phase 4 Within 150 days of completion of Phase 5 Within 150 days of completion of Phase 6 Within 150 days of completion of Phase 7 Within 150 days after all construction required completion of Phase 8 to be performed by Developer H o RECORDATION OF FINAL TR3~CT MAP 14934 1. Developer causes the recordation of Final Tract Map 14934 Completed I , AFFORDABLE HOUSING REQUIREMENTS 1. Developer submits to Agency identification of units to be sold to moderate, lower and very- low income households 2. Agency approves units to be sold to moderate, lower and very-low income households Within 30 days following execution of Agreement and prior to any unit sales 5 working days after identification by Developer ATTACHMENT 4 Page 3 of 6 3. Developer submits to Within 15 working days Agency Moderate, Lower following execution of and Very-Low Income Agreement and prior to Purch~s-er-'Selection and commencement of s~les-~f ................... Criteria Plan moderate, lower and very-low income units. 4.-Agency approves ......... 15 working days after ........................... Moderate, Lower and Very- submittal by Developer Low Income Purchaser Selection and Criteria Plan 5. Developer submits initial public sales prices for units to Agency Concurrent with submittal of units identified for sale to moderate, lower and very low income households 6. Agency approval of initial public sales prices 7. Initiation of marketing and sales to Within 5 working days of receipt Within 60 days after Agency approval of units identified moderate, lower and very- to be sold to moderate, lower low income units and low income households and Agency approval of Moderate, Lower and Low-Income Purchaser Selection and Criteria Plan. 8. Submittal to Agency of Concurrent with submittal of standard qualifications Moderate, Lower and Low-Income and terms of escrow for Purchaser Selection and buyers of moderate, lower Criteria Plan. and very-low income units 9. Approval of Agency of Concurrent with approval of qualifications and terms Moderate, Lower and Low-Income of escrow for buyers of Purchaser Selection and moderate, lower and very- Criteria Plan. low income units 10. Submittal to Agency of individual escrow instructions for buyers of moderate, lower and very-low income units and all other information in Section IV 3 of the Scope of Development Before close of escrow ATTACHMENT 4 Page 4 of 6 11. Approval by Agency of Within 2 working days of individual escrow receipt instructions for buyers of"moderate, tower-~and very-low income units and other information in Section IV 3 Scope of DeVelopment 12. Submittal by escrow company of request for payment into escrow by Agency of downpayment assistance deferred loan and Agency Subsidy loan to moderate, lower and very-low income buyers 13. Payment into escrow by Agency of downpayment assistance deferred loan and Agency Subsidy loan to moderate, lower and very-low income buyers 10 days before close of escrow for individual unit 5 days of close of escrow for individual unit J. AGENCY LOAN TO DEVELOPER 1. Payment by Agency to Developer of maximum $132,440 for demolition of 56 units and $104,243 Within 30 days of verification of recordation of Attachment 16 and verification of developer compliance with all for dedication of Newport DDA conditions for release of Avenue right-of-way 2. Payment by Agency to Developer of maximum $40,500 for improvement of the cul-de-sac for entrance from Newport Avenue 3. Payment by Agency to Developer of maximum Agency funds. Within 30 days of Agency verification of compliance with Agreement provisions for improvement of the cul-de-sac Within 30 days of Agency verification of compliance $120,000 for installation with Agreement provisions for of and 3 year maintenance landscaping and maintenance of of landscaping for landscaping for Newport Avenue Newport Avenue dedication dedication area. area. 4. Forgiveness of 62.5% of Agency loan to developer Upon close of escrow for the 91st unit sold and the 13th subsidized unit ATTACHMENT 4 Page 5 of 6 5. Forgiveness of 75% of Upon close of escrow for the Agency loan to developer 109th unit sold and the 16th subsidized unit .............. 6-'~ .... Forgiveness of balance of Agency loan to Upon close of escrow for final developer unit sold and fulfillment of .all .ob!igations..under.the Agreement K, CERTIFICATE OF COMPLETION 1. Developer submits ~on completion of all request for Final improvements Certificate of Completion to Agency 2. Agency issues Final Within 30 days of Agency Certificate of Completion verification of completion of to Developer all improvements rzimmer\cosmo\ddaatt4, txt ATTACHMENT 4 Page 6 of 6 ATTACHMENT 5 PROMISSORY NOTE FOR AGENCY LOAN 1101-00001 16288...,1 DO NOT DESTROY THIS NOTE: WHEN PAID, THIS NOTE MUST BE SURRENDERED TO THE TRUSTEE FOR CANCELLATION, BEFORE RECONVEYANCE OF THE DEED OF TRUST SECURING THIS NOTE WILL BE MADE. PROMISSORY NOTE (Shea Homes Limited Partnership) $ Tustin, California [Not to exceed $397,183.00] ,1995 I. Loan For value received, SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership ("Obligor") promises to pay to the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency ("Agency"), or order, at 300 Centennial Way, Tustin, California 92680, Attention: Assistant City Manager, or at such other place as the holder of this note may from time to time designate by written notice to Obligor, a principal sum equal to the total amount of all disbursements from Agency to Obligor hereunder, such sum not to exceed the amount of Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183.00), with interest at the rate of seven percent (7%) per annum compounded monthly. Interest shall accrue on the amount of each such respective disbursement from the date of disbursement until the date paid. Principal and interest shall be due and payable, on the terms and conditions provided herein, in lawful money of the United States of America. II. Purpose This note is made pursuant to that certain Disposition and Development Agreement between Obligor and Agency, dated ,1995 (the "Agreement"), and pertains to the development of the property described on Attachment A hereto, which is incorporated herein by this reference (the "Property"). Obligor shall develop the Property for the sale of individual units, twenty-one of which shall be owner-occupied units for "very Iow income households," as defined in Section 50105 of the California Health and Safety Code, "low income households," as defined in Section 50079.5 of the California Health and Safety Code, or "moderate income persons or families," as defined in Section 50093 of the California Health and Safety Code (collectively, the "Subsidized Units"). The remaining units may be sold without restriction as to buyer income and the sales of those remaining units shall not be subsidized by Agency (the "Non-Subsidized Units"). III. Disbursement A. General The total amount to be disbursed hereunder shall be in accordance with Sections 300 through 304 of the Agreement, as summarized below. The terms used below shall have the same meanings as those 'defined in the Agreement, B. Loan Amount 1. The Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollar ($397,183) not-to-exceed amount of this note is based on the following: (1) an estimated One Hundred Thirty-Two Thousand Four Hundred Forty Dollars ($132,440) for the cost of demolition of fifty-six (56) units (based on an estimate of Seven Hundred Thousand Dollars ($700,000) for the total cost of demolition of all two hundred ninety-six (296) units, or Two Thousand Three Hundred Sixty-Five Dollars ($2,365) per unit); (2) a One Hundred Four Thousand Two Hundred Forty-Three Dollar ($104,243) not to exceed payment for dedication of the Newport Avenue right-of-way; (3) an estimated Forty Thousand Five Hundred Dollars ($40,500) for the cost of cul-de-sac improvements; and (4) an estimated One Hundred Twenty Thousand Dollars ($120,000) for the cost of installation and three year maintenance of landscaping in the Newport Avenue dedication area. The total principal amount of this note shall equal the lesser of: (1) the actual cost of the demolition of fifty-six (56) units, the maximum credit for the dedication of the Newport Avenue right-of-way of One Hundred Four Thousand Two Hundred Forty-Three Dollars ($104,243), the actual cost of the construction of cul-de-sac improvements, and the actual cost of the installation and three-year maintenance of the Newport Avenue dedication area landscaping, or (2) Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183). 2. Such amount shall not be determined until Obligor has done the following, as more particularly described in Section 303 of the Agreement: (a) prepared plans, drawings and specifications (the "Plans") for the cul-de- sac improvements, the landscaping improvements, and the performance of the landscaping maintenance, and submitted the Plans to the City Planning Department for review and approval; (b) solicited bids and awarded contracts for the demolition of the two hundred ninety-six (296) units, the construction of the cul-de-sac improvements, and the installation and maintenance of the landscaping, to the lowest responsible bidder based upon multiple competitive bids; submitted a bid summary documenting the actual contract cost of such contracts to the Assistant City Manager of City for review and approval; and submitted any 1101-00001 16362_1 2 change orders after the execution date of the Agreement to the Assistant City Manager of City for review and approval; and ........................ (d,) mai~n-taih~-d-c0~nplet~'a'nd-a~ura~-a~nts, invoi~c~es,--and re-co~d~-O{'-~li monies expended or paid pursuant to contracts for the demolition of the units, the construction of the cul-de-sac improvements, and the installation of the landscaping during the course of such demolition', construction, and installation;' and, upon completion Of Such respective contracts, made final accountings to establish the respective costs thereof. C. Conditions and Disbursement Schedule Agency shall disburse, to Obligor, the following proceeds of this note, based on the following conditions and disbursement schedule: 1. Conditions. Agency shall disburse to Obligor an amount not to exceed Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183), in increments as provided in Paragraph C, subparagraph 2 below, subject to the following conditions: (a) The demolition and clearance of all two hundred ninety-six (296) units shall have been completed; (b) Obligor shall have obtained fee simple, merchantable title to the Site free and clear of any liens or encumbrances; (c) Obligor shall have submitted and Agency shall have approved the Evidence of Financing pursuant to Section 208 of the Agreement; (d) Obligor shall have furnished a CLTA lender's policy showing: (1) fee simple title to the Site as vested in Obligor, (2) Agency as the insured lender, and (3) no monetary liens or encumbrances other than loans approved under Section 208 of the Agreement and a lien for taxes not yet due and payable; (e) Obligor shall have furnished to Agency proof of insurance coverage as provided in Sections 801 and 802 of the Agreement; (f) Obligor shall have submitted and Agency shall have approved Final Construction Drawings pursuant to, and as defined in, Section 204 of the Agreement for each phase for which Final Construction Drawings are then required, pursuant to the Scope of Development (Attachment 3 to the Agreement); (g) Obligor is not then in default under the Agreement; and 1101-00001 16362_1 3 (h) Obligor shall have satisfied the applicable requirements of Paragraph B, subparagraph 2 above, with respect to the particular component (i.e., demolition, c?struct!o~.of_.c_ul-_de-sac improvements., or installation of landscaping improvements and execution of three-year landscaping maintenance contract) for which disbursement is sought and the actual cost of such component shall have been established. .................... 2 ...... Schedule, The amount to be disbursed to Oblig0r,'~under thiS note, Shall- be disbursed in increments as follows: (a) the disbursements with respect to the demolition component and the construction of cul-de-sac improvements component shall be made after such respective components have been completed and the final accountings have been made to establish the respective costs thereof; (b) a disbursement in the amount of One Hundred Four Thousand Two Hundred Forty-Three Dollars ($104,243) shall be made when the Newport Avenue right-of- way has been offered for dedication to the City by way of the recordation of Final Tract Map No. 14934; and (c) the landscaping installation and maintenance contract disbursement shall be made when all landscaping has been installed and approved by City and a three-year maintenance contract has been executed. The particular time of each such disbursement shall be as set forth in the Schedule of Performance (Attachment 4 of the Agreement). Notwithstanding the foregoing, however, no further disbursements shall be made after such time as total disbursements have equalled Three Hundred Ninety-Seven Thousand One Hundred Eighty-Three Dollars ($397,183). IV. Satisfaction and Release Sixty-two and one-half percent (62.5%) of the total principal amount of this note, plus all interest then accrued with respect to that portion of the principal, shall be deemed paid when all of the following conditions have been satisfied: (1) Escrow has closed for the ninety-first (91st) of the units to be sold by Obligor under the Agreement, (2) a deed containing the covenants required by Sections 611 and 702 of the Agreement has-been recorded with respect to thirteen (13) of the Subsidized Units, (3) each buyer of one of such thirteen (13) Subsidized Units has executed a promissory note, in the applicable amount as provided in Section 402, Section 408, or Section 415 of the Agreement, as applicable, payable to Agency, and on such other terms and conditions as provided in the Agreement, (4) each of such executed notes has been delivered to Agency, (5) a deed of trust securing each such note has been executed and recorded, and (6) Obligor is not then in default under the Agreement, this .note, or the deed of trust. Seventy-five percent (75%) of the total principal amount of this note, plus all interest then accrued with respect to that portion 1101-00001 16362_1 4 of the principal, shall be deemed paid when all of the following conditions have been satisfied: (1) Escrow has closed for the one-hundred-ninth (109th) of the units to be sold by Obligor under the Agreem_e_nt,(2)__adeed.:_~_ntainingthe~c_0_ven~ants req_uired_b_y Se~tio..n_._s ............ 6"1--1-~1nd-702 6ftl'ie-Agreement has been recorded with respect to sixteen (16) of the Subsidized Units, (3) each buyer of one of such sixteen (16) Subsidized Units has executed a promissory note, in the applicable amount as provided in Section 402, Section 408, or Section 415'of the Agreement, as applicable,-payable'to Agency, and on such other terms ..... and conditions as provided in the Agreement, (4) each of such executed notes has been delivered to Agency, (5) a deed of trust securing each such note has been executed and recorded, and (6) Obligor is not then in default under the Agreement, this note, or the deed of trust. All remaining amounts due and owing under this note shall be deemed paid in full when: (1) all of the conditions of the preceding two sentences have been satisfied, (2) escrow has closed for the last of the 145 total units (both Subsidized and Non-Subsidized) to be sold by Obligor under the Agreement, (3) a deed containing the covenants required by Sections 611 and 702 of the Agreement has been recorded with respect to all twenty- one (21) of the Subsidized Units, (4) each buyer of one of such Subsidized Units has executed a promissory note, in the applicable amount as provided in Section 402, Section 408, or Section 415 of the Agreement, as applicable, payable to Agency, and on such other terms and conditions as provided in the Agreement, (5) each of such executed notes has been delivered to Agency, (6) a deed of trust securing each such note has been executed and recorded, (7) Obligor is not then in default under the Agreement, this note, or the deed of trust, and (8) all of Obligor's obligations under the Agreement, this note and the deed of trust have then been satisfied. On: (1) close of escrow for the sale of each Subsidized Unit, (2) the recordation of a deed, containing the covenants required by Sections 611 and 702 of the Agreement, for each Subsidized Unit, (3) the execution of, and delivery to the Agency of, the applicable promissory note as described in the preceding paragraph, (4) the execution and recordation of the deed of trust securing the same, and (5) such other terms and conditions as are set forth in the deed of trust described below, the Obligor shall be entitled to a partial reconveyance of such deed of trust, with respect to the Subsidized Unit sold. On the close of escrow for the sale of each Non-Subsidized Unit and on such other terms and conditions as are set forth in the deed of trust described below, the Obligor shall also be entitled to a partial reconveyance of such deed of trust, with respect to the Non-Subsidized Unit sold. V. General Provisions If any installment of interest is not paid when due and within ten (10) days after written notice of such default to Obligor, it shall thereafter bear like interest as the principal until paid. If any payment of principal or interest due under this note is not paid in full on or before the date such payment is due and within thirty (30) days after written notice of such default to Obligor, Obligor shall in addition pay to the holder of this note a late charge of five percent (5%) of the amount of such payment then due and payable but not so received by the holder of this note, which late charge shall constitute liquidated damages 1101-00001 5 16362_1 under California Civil Code Section 1671(b). The imposition of such late charge does not imply or constitute any agreement of the holder of this note to forbear collection of any delinquent amounts or to forbear the exercise of any other remedy _u_nderthis note 0r;_under~ ...... [lie-deed of-t~J'S~-Securing th-is'-nOte. Oblig°r aCknoWledges that this late charge is reasonable under the circumstances existing at the date of this note. ....... Each payment shall'be credited first to any-late charges-and-other costs and expenses of enforcement and collection as provided herein, then to accrued but unpaid interest then due, and then to principal, and interest shall thereupon cease upon the principal so credited. Notwithstanding any other provision of this note to the contrary, if a default occurs (a) in the payment of any installment of principal or interest under this note when due, (b) under any other provision of this note or the deed of trust securing this note, (c) under the terms of the Agreement, or (d) under the terms of the Agreement to Be Recorded Affecting Real Property between Obligor and Agency (a copy of which is attached as Attachment 16 to the Agreement), and Obligor fails to cure such default pursuant to the provisions of Section 903 of the Agreement, then the entire unpaid principal balance and all unpaid accrued interest under this note shall at once become due and payable in full, without notice, at the option of the holder of this note, and Agency shall have all rights available to it under this note and the deed of trust, and as otherwise provided by law, including but not limited to the right to foreclose under the deed of trust. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. This note is secured by a deed of trust, of even date herewith, in favor of First American Title Insurance Company, a California corporation, as Trustee, which encumbers the Property. The deed of trust contains the following provision: Except as otherwise expressly provided in paragraph 2 below, if Trustor shall sell, convey or alienate the real property ("Property") encumbered by this Deed of Trust, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had and obtained, which consent may be withheld for any reason whatsoever, Beneficiary shall have the right, at its option, except as prohibited by law, to declare all of the indebtedness or obligation secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable in full. The deed of trust also contains the following provision: If a default occurs (a) in the payment of any installment of principal or interest when due under the note the performance of which is secured hereby, (b) under any other provision of such note or this Deed of Trust, (c) under the 1101-00001 16362_1 terms of the Disposition and Development Agreement dated ,1995 between Trustor and Beneficiary (a copy of which is on file with Beneficiary as..a_public_.rec°rd an.tithe te_rms_of whicha_re .incorporated_ herein by reference), or (d) under the terms of the Agreement to Be Recorded Affecting Real Property between Trustor and Beneficiary (a copy of which is on file with Beneficiary as a public record and the terms of which are incorporated herein by reference), and Trustor fails-to'cure such' default pursuant-to the ...... provisions of Section 903 of the Disposition and Development Agreement, then the entire unpaid principal balance and all unpaid accrued interest under the note shall at once become due and payable in full, without notice, at the option of the holder of the note, and Beneficiary shall have all rights available to it under the note and this Deed of Trust, and as otherwise provided by law, including but not limited to the right to foreclose under this Deed of Trust. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. The deed of trust provisions quoted above are material provisions of this note. This note, and the lien created by the above-referenced deed of trust, shall be subordinate to: (1) any note(s) given by the Obligor for the purpose of financing the improvements on the Property as required under the Agreement, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations under such note(s). Obligor agrees to pay the following costs, expenses, and attorneys' fees paid or incurred by the holder of this note, or adjudged by a court: (1) reasonable costs of collection or enforcement, including costs, expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this note, whether or not suit is filed; and (2) costs of suit and such sum as the court may adjudge as attorneys' fees in any action to enforce payment of this note or any part of it. "Obligor" ACCEPTED BY: SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency By: Its: By: Its: 1101-00001 16362_1 LEGAL DESCRIPTION Of PROPERTY Ali'-of Tract` N0~ 14934 in' th~'--City Of TUsti-n, c0untY'0~f-0r-ar:{ge, stat'~-'0f Cal-ifor~ia~-as per map filed in Book 725 Pages 1 through 8, inclusive, of Miscellaneous Maps in the Office of the County Recorder of said county. 1101-00001 16362_1 ATTACHMENT "A" TO PROMISSORY NOTE ATTACHMENT 6 TRUST DEED FOR AGENCY LOAN 1101-00001 162BB~l C)r~? No. ~s,,"?c~ NO. NC). WHEN RECORDED MAIL TO: ustin Con~nunity Redevelopment Agency 30 Centennial Way ustin, CA 92680 trent!on: _Ch ri st ine Shingleton, Assistant City Manager ~ FRON RECORDING FZ2: ;)ER GO'vt:RN]~I~ CODE SEC.6103 SPACE ABOVE THIS UNE FOR RECOFIDER'S DEED OF TRUST'WITH ASSIGNMENT OF RENTS (SHORT FORM) :: This DEED OF TRUST, made . between SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership, herein called TRUSTOR, v~e address is '655 Brea Canyon Road, Walnut, CA 91789 (Num~ mn~ b'~$e~) (C~y) (SLme) F1RST AMERICAN TITLE INSURANCE COMPANY, a Califomia coq)oration, herein called TRUSTEE, and TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California conwnunity redevelopment agency · , herein called BENEFICIARY, WITNE$$ETH: That Trustor grants to Trustee in Trust. with Power of Sale, that property in the City of Tustin Courmy of Orange , State of Califomia. 0escribed as: · . See legal desc'ription set forth on Exhibit ! attached hereto and made a part hereof by this reference. coUNTY BOOK PAGE Alome~ 12II Ail;~te 3 130-31 Amo~or 133 438 Butte 1330 CIIovimI lis 338 CoOuIi 323 Del N~-te 1~1 E~ Do. mo 3~4 Hurnl~t ~01 83 Imperial 11 ~ 701 Kern 37~ 690 For additional provisions of this Deed of Trust, refer to the Rider'attached hereto as Exhibit 2 and made a part hereof by this reference. COUNTY BOOK PAGE Ki~s asa 713 1 '"'Ke 437 110 Loe Ar~ele~ T-3878 61,4 MmIem 911 I~ M ~ 1 ~ 7~ Orange 71~ 18 COUNTY BOOK PAGE COUNTY BOOK PAGE Pi~cor 1028 3?9 Sierra 3a 187 Plums R~e 3~ ~fl~ ~m ~ ~1 V~tum 2~ 237 ~n D~o SERI~ S ~k 1~. P~ge 14g~4 STATE OF C~.IFORNIA · :OUNTY OF ) :~r~.~gy N:~em'ec~ Sionature of 7rustor SHEA HOMES LIMITED PARTNERSHIP, a California limited l)artnership Bv: Its: · ?rh~s a,em 1o? on~a~ ~m,4~ semi) 1158 (Rev. 1/91) · TM taiow,hg i · · (I) w~m. ................. ....... ~T~~~T~~W~' . m~ DO NOT RECORD . REQUE~ FOR ~ RECO~CE TO RR~ ~ERI~ ~ INSU~ COMP~ ~U~E: of ~W~m ~ ~ ~ ~ ofT~o~ ~ ~ ~, ~ ~ ~ ~ ~ ofTM~ ~ ~ ~, ~ ~, ~ ~ ~ Please mail Deed of Trust. Note ancl Reconveyance to LEGAL DESCRIPTION OF PROPERTY All of Tract No. 14934 in the City of Tustin, County of Orange, State of California, as per map filed in Book 725 Pages 1 through 8, inclusive, of Miscellaneous. Maps in the ~Office of the County Recorder of said county. EXHIBIT 1 TO DEED OF TRUST RIDER ATTACHED TO AND MADE A PART OF DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) 1. Due on Transfer. Except as otherwise expressly provided in paragraph 2 below, if Trustor shall sell, convey or alienate the real property ("Property") encumbered by this Deed of Trust, or_any pert thereof, or any interest therein, or shall be diwested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had ahd obtained, which consent may be withheld for any reason whatsoever, Beneficiary shall have the right, at its option, except as prohibited by law, to declare all of the indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable in full. 2. Partial Reconveyences. By its a~eptance of this Deed of Trust, Beneficiary hereby agrees that, provided no notice of default has been recorded and no condition or event has _oc~__~rred that would constitute a default upon the passage of time or the giving of notice, Beneficiary shall give Trustor partial reconveyances from the lien of this Deed of Trust, on Trustor's written request, of any portion of the Property constituting a lot or parcel shown on a recorded subdivision map covering all or any portion of the Property (either a "Subsidized Unit" or a "Non-Subsidized Unit" as defined in the note the performance of which is secured by this Deed of Trust (the "Secured Note")). Reconveyance shall be conditioned on either of the following: (a) the transfer, to a purchaser for value, of title to a Non-Subsidized Unit, or (b) (i) (ii) the transfer, to a moderate income buyer, a Iow income buyer or a very-iow income buyer, of title to a Subsidized Unit, and the execution by such a buyer of a note evidencing an Agency Subsidy Loan (for Moderate Income Households, Low Income Households or Very-Low Income Households) (a "Subsidy Note") in the amount required by the terms of the Secured Note, the delivery of such Subsidy Note to Beneficiary, and the execution and recordation of a deed of trust securing such Subsidy Note. Trustor shall pay all costs of preparing, executing and recording all documents necessary to accomplish the partial release and reconveyance. With respect to any partial reconveyance, Trustor further agrees: (a) at Beneficiary's option, such partial reconveyance shall be conditioned upon Beneficiary receiving, at Trustor's expense, an endorsement to Beneficiary's title insurance policy, which insures that the portions of the Property remaining subject to this Deed of Trust have legal access to a public street; and/or (b) at Beneficiary's option, such partial reconveyance shall be conditioned upon Beneficiary receiving, at Trustor's expense, an endorsement to Beneficiary's title insurance policy, which insures that such partial reconveyance will not adversely affect the priority of this Deed of Trust with respect to the portions of the Property remaining subject to this Deed of Trust. 3. Acceleration Clause: If a default _oco_Jrs (a) in the payment of any installment of principal or interest when clue under the note the performance of which is secured hereby, (b) under any other provision of such note or this Deed of Trust, (c) under the terms of the Disposition and Development Agreement dated ,1995 between Trustor and Beneficiary (a copy of which is on file with Beneficiary as a public record and the terms of which are incorporated herein by reference), or (d) under the terms of the Agreement to Be Recorded Affecting Real Property between Trustor and Beneficiary (a copy of which is on file with Beneficiary as a public record and the terms of which are incorporated herein by reference), and Trustor fails to cure such default pursuant to the EXHIBIT 2 1101.(XXX)l ~6287...2 . TO DEED Of TRUST provisions of Section 903 of the 'Disposition and Development Agreement, then the entire unpaid principal balance and all unpaid accrued interest under the note shall at once become clue and payable in full, without notice, at the option of the holder of the note, and Beneficiary shall have all rights available to it under the note and this Deed of Trust, and as otherwise provicled by law, including but not limited to the right to foreclose uncler this ..... Deed of Trust. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. · Trustor: SHEA HOME~ LIMITED PARTNERSHIP, a California limited partnership By:, Its: ~o~.ooo~ EXHIBIT 2 ~sL~ . TO DEED Of TRUST CERTIFICATE OF ACCEPTANCE OF DEED OF TRUST (Tustin Community Redevelopment Agency) This is to certify that the interest in real property conveyed by the deed of trust ........................................dated ~ 199--"-fi:on~ ............................... , a~ truStOr,' to theTUSTIN COMMUNITY REDEVELOPMENT AGENCY. a governmental agency, as beneficiary ("grantee"). is hereby accepted by the undersigned officer on behalf of the TUSTIN COMMUNITY REDEVELOPMENT AGENCY pursuant to authority conferred by Resolution No. 95-3 of the Tustin Community Redevelopment Agency adopted on April 3. 1995. and the grantee consents to recordation thereof by its duly authorized officer. Dated: Title: [Executive Director or Recording Secretary] 11014XXX)1 ATTACHMENT 7 SITE PLAN 1101-00001 16288_1 · ..-.. '.A-' ..~. /. . ~,,,d, - - ~,.,./ ' · '.1 .-~- -V~ '~- '-.'~J-'%." -- .,:-.~, ..., ,~.~. ~ t .'L~i Il ." '=--&.. .. ¥ .-, :_ II..~-:~.,--' '_il.., · '1 : °:° ....I · · I 111 ATTACHMENT 8 PROMISSORY NOTE: AGENCY SUBSIDY LOAN FOR MODERATE INCOME UNITS 1101-00001 1G2BB 1 - DO NOT DESTROY THIS NOTE: WHEN PAID, THIS NOTE MUST BE SURRENDERED TO THE TRUSTEE FOR CANCELLATION, BEFORE RECONVEYANCE OF THE DEED OF TRUST SECURING THIS NOTE WILL BE MADE. PROMISSORY NOTE (Agency Subsidy Loan for Moderate Income Units) $ Tustin, California [Not to exceed $18,913.00] ,1995 For value received, ("Obligor") promises to pay to the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency ("Agency"), or order, at 300 Centennial Way, Tustin, California 92680, Attention: Assistant City Manager, or at such other place as the holder of this note may from time to time designate by written notice to Obligor, the principal sum of Dollars ($ ) [not to exceed Eighteen Thousand Nine Hundred Thirteen Dollars ($18,913.00)], plus such additional amounts as may be provided below. Principal and any such additional amounts shall be due and payable in lawful money of the United States of America as provided herein. This note is made to assist Obligor in the purchase of the property described on Attachment A hereto, which is incorporated herein by this reference (the "Property"). The Property is intended to be an owner-occupied unit for moderate income persons or families as defined in Section 50093 of the California Health and Safety Code ("Moderate Income Persons or Families"). If Obligor still owns the Property on July 15, 2015, this note shall be cancelled at that time. If title to the Property is transferred (whether voluntarily or involuntarily) before July 15, 2015, then this note shall be due and payable in full on transfer, in addition to the principal then owing, there shall be owing an amount equal to the "Agency's Share of Equity." The "Agency's Share of Equity" shall be the product of: the ratio that Dollars ($ ) [not to exceed Eighteen Thousand Nine Hundred Thirteen Dollars ($18,913.00)] bears to the contracted sales price at the time the Obligor acquired the property, times the equity earned in the Property during the time the Obligor has owned the Property. "Equity" shall be defined as the difference between the sales price at which the Obligor enters into a contract to resell the Property and the sum of (i) any mortgages outstanding at the time the Property is resold, including this note and any other mortgages owed to the Agency, (ii) the down payment the Obligor originally paid at the time he or she bought the Property, and (iii) the normal and reasonable loan fees and closing costs paid for by the Obligor when originally purchasing the Property. Notwithstanding the foregoing, however, if title to the Property is transferred (whether voluntarily or involuntarily) before July 15, 2015, to a transferee who qualifies as a Moderate Income Person or Family, and for a sales price that does not exceed the applicable ~iaff0r_dable ~0using. COSt,'_'_ as. that te~:m is defined inSection 50052.5 of the ..... California Health and Safety Code, the transferee, with the prior written consent of the Agency, may (1) take title to the Property subject to the deed of trust hereinafter described, and (2) assume this note. If such transferee still owns the Property on July 15, 2015, this note shall be cancelled at that time. Notwithstanding any other provision of this note to the contrary, however, this note shall not be due on transfer of title to the Property if all of the following are then true: (1) the transfer is due to the death of the Obligor, (2) the transfer is to an "heir" (as that term is defined in the California Probate Code) of the Obligor or to a person who would have been the heir of the Obligor had the Obligor not left a valid trust or will, (3) to the extent that the transferee is not already an Obligor hereunder, the transferee, with the prior written consent of Agency, assumes the loan, (4) the transferee pays no consideration in connection with the transfer, and (5) the total amount of all debt on the Property transferred is not increased in'connection with the transfer. If such transferee still owns the Property on July 15, 2015, this note shall be cancelled at that time. If the principal amount of this note and the Agency's Share of Equity are not paid in full when due, on a transfer of title to the Property which requires payment of this note as set forth above, both the principal amount of this note and the Agency's Share of Equity shall thereafter bear interest at the rate of seven percent (7%) per annum simple interest from the date of such transfer until the date paid. Each payment shall be credited first to any late charges and other costs and expenses of enforcement and collection as provided herein, then to accrued but unpaid interest then due, and then to principal, and interest shall thereupon cease upon the principal so credited. If default occurs in the payment of any installment of principal or interest under this note when due, or if default occurs under any other provision of this note or the deed of trust securing this note, then the entire unpaid principal balance and all unpaid accrued interest shall at once become due and payable in full, without notice, at the option of the holder of this note. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. This note is secured by a deed of trust, of even date herewith, in favor of First American Title Insurance Company, a California corporation, as Trustee, which encumbers the Property. The deed of trust contains the following provision: If Trustor shall sell, convey or alienate the real property ("Property") encumbered by this Deed of Trust, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had and obtained as provided in the promissory note 1101-00001 16368 -, 1 the performance of which is secured by this Deed of Trust, Beneficiary shall have the right, at its option, except as prohibited by law, to declare all of the !_nd~ebte~_~e_s_s~r'_ o_b!.ig_at!o_n S~_~r_.e__d_h~_eby_,_ir~espec~ive of_the_maturity_date specified in the promissory note, immediately due and payable in full. This note, and the lien created by the above-referenced deed of trust,' shall be subordinate to: (1) any note(s) given by the Obligor at the time of purchase'Of the Property in order to finance such purchase, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations under such note(s). Obligor agrees to pay the following costs, expenses, and attorneys' fees paid or incurred by the holder of this note, or adjudged by a court: (1) reasonable costs of collection or enforcement, including costs, expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this note, whether or not suit is filed; and (2) costs of suit and such sum as the court may adjudge as attorneys' fees in any action to enforce payment of this note or any part of it. "Obligor" ACCEPTED BY: TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency By: 1101-00001 16368.;.1 3 LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the State of_California,_C.ounty of Orange, City ...... of Tustin;-more partibuiariy de-scribed a~-fOil0wsi .... [Legal description to be inserted] 1101-00001 16368.;.1 ATTACHMENT "A" TO PROMISSORY NOTE ATTACHMENT 9 TRUST DEED- · AGENCY SUBSIDY LOAN FOR MODERATE INCO~ UNITS 1101~00001 1628B~1 w'~E~ RE."~ M~dL TO: Tus:in Cm~muntty Re~evelo~n: A~enc~ Attention: Christine Shingleton, ......... Assistant C~ty~anager - .e. DEED OF T1RUST WITH ASSIGNMENT OF RENTS tSHOI:rT FORIdl ::: (AGENCY SUBSIDY LOAN FOR MODERATE IN~0~IEUNITS) · n~ D~D o~ v~U~ m~ herein r. al~ TI:IU~TOR. whose aclckes:s is :.'... F'IRST AMERICAN TTTL.E Ih~URA~ CC)MPANY. · C~torr~ corpora~n, herein r, aUled TRUSTEE. amc ' TUSTI~ C0~UNITY ~D~£LOP~hT AG£NCY. ~ CelfforntE comunt:y redevelopment ~genc), ~'I'/~m~SE'/'H: ~ Tmstor ~rant~ lo Tru~ee In Tna~t. w~ Power ~' ~mle. ~ propers, in ~eherein caJie= EIENEI:IOJARy, City of Tustin r.a~ey ~ Orange . . , S~e ~ ~o~ c~ra:ribeo ~ See legal de-script'ion set f~'rth on EJchtbtt 2 attached hereto and made a pa~ hereof by this reference. ' . ·. For additional Provisions of ~ht$ Deed of Trust. refer to the Rider attached hereto ks ~xhtbt: 2 and made & part hereof by this reference. · ~ ~ ~ ~: ~ ~ m ~__ ,::--~ ~ -~ me~ 4~ ~ ..... CC)U~Ty C)F' )sT.. c~ -- I)e~ote $igna:ure of Tt'us~ot · { ~~_~ DO NOT RECORD Please ma~ Deec~ of TrusT. '---- Note az~ 14econveyance to LEGAL DESCRIPTION OF PROPERTY Ail-that certain- iand--$it-uated in the-state- of Calif0r~ia,~C-o~Jn~y~ Of- O-range-, City (~f - Tustin, described as follows: [TO BE INSERTED] EXHIBIT 1 TO DEED OF TRUST RIDER ATTACHED TO AND MADE A PART OF DEED OF TRUST WITH ASSIGNMENT OF RENTS SHORT FORM 1. Due on Transfer. If Trustor shall sell, convey or alienate the real property (,property,) encumbered by this D~d of Trust,.or any part thereof,~ or_ any interest.therein .... or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had and obtained as provided in the Promissory Note the performance of which is secured by this Deed of Trust, Beneficiary shall have the right, at its option, except as prohibited by law, to declare all of the indebtedness or obligations secured hereby, irrespective of the maturity date specified in the Promissory Note, immediately due and payable in full. 2. Subordinatiorl. The Promissory Note, and the lien created by the this Deed of Trust, shall be subordinate to: (1) any note(s) given by the Trustor at the time of purchase of the Property in order'to finance such purchase, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations under such note(s). TrustOr:. [Name] .o~.oooo~ EXHIBIT 2 eoeo_2 TO DEED Of TRUST CERTIFICATE OF ACCEPTANCE OF DEED OF TRUST (Tustin Community Reclevelopment Agency) This is to certify that the interest in real property conveyed by the deed of trust date-d-. ............ .-199~ from .......... . as-trUstor, to' ~e' T~-sTIN COMMUNITY REDEVELOPMENT AGENCY, a governmental agency, as beneficiary ("grantee"), is hereby accepted by the undersigned officer on behalf of the TUSTIN COMMUNITY REDEVELOPMENT AGENCYpursuant to authority conferred bY 'ReSOlution No. 95-3 of the Tustin Community Redevelopment Agency adopted on April 3, 1995, and the grantee consents to recordation thereof by its duly authorized officer. Dated: Title: [Executive Director or Recording Secretary] 1101-00001 ATTACHMENT 10 PROMISSORY NOTE-. AGENCY SUBSIDY LOAN FOR LOW INCOME UNITS 1101-00001 1628~.~ DO NOT DESTROY THIS NOTE: WHEN PAID, THIS NOTE MUST BE SURRENDERED TO THE TRUSTEE FOR CANCELLATION, BEFORE RECONVEYANCE OF THE DEED OF TRUST SECURING THIS NOTE WILL BE MADE. PROMISSORY NOTE (Agency Subsidy Loan for Low Income Units) $. Tustin, California [Not to exceed $26,656.00] ,1995 For value received, ("Obligor") promises to pay to the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency ("Agency"), or order, at 300 Centennial Way, Tustin, California 92680, Attention: Assistant City Manager, or at such other place as the holder of this note may from time to time designate by written notice to Obligor, the .principal sum of Dollars ($ ) [not to exceed Twenty-Six Thousand Six Hundred Fifty-Six Dollars ($26,656.00)], plus such additional amounts as may be provided below. Principal and any such additional amounts shall be due and payable in lawful money of the United States of America as provided herein. This note is made to assist Obligor in the purchase of the property described on Attachment A hereto, which is incorporated herein by this reference (the "Property"). The Property is intended to be an owner-occupied unit for Iow income households as defined in Section 50093 of the California Health and Safety Code ("Low Income Household(s)"). If title to the Property is transferred (whether voluntarily or involuntarily) before July 15, 2015, then this note shall be due and payable in full on transfer. In addition to the principal then owing, there shall be owing an amount equal to the "Agency's Share of Equity." The "Agency's Share of Equity" shall be the product of: the ratio that Dollars ($. ) [not to exceed Twenty-Six Thousand Six Hundred Fifty-Six Dollars ($26,656.00)] bears to the contracted sales price at the time the Obligor acquired the Property, times the equity earned in the Property during the time the Obligor has owned the Property. "Equity" shall be defined as the difference between the sales price at which the Obligor enters into a contract to resell the Property and the sum of (i) any mortgages outstanding at the time the Property is resold, including this note, any down payment assistance provided by the Agency in the form of a Down Payment Assistance Note, and any other mortgages owed to the Agency, (ii) the down payment the Obligor originally paid at the time he or she bought the Property, not including any down payment assistance provided by the Agency in the form of a Down Payment Assistance Note, and (iii) normal and reasonable loan fees and closing costs paid for by the Obligor when originally purchasing the Property. Notwithstanding the foregoing, however, if title to the Property is transferred (whether voluntarily or involuntarily) before July 15, 2015, to a transferee who qualifies as a Low Income Household, and for a sales price that does not exceed the applicable "affordable housing cost," as that term is defined in Section 50052.5 of the California Health ................... _a..n_d_Safety_Code,the transferee, withthe prior written c~nsentof the-Agency,-may--(1 )lake title to the Property subject to the deed of trust hereinafter described, and (2) assume this note. If such transferee still owns the Property on July 15, 2015, this note shall be cancelled at that time. Notwithstanding any other provision of this note to the contrary, however, this note shall not be due on transfer of title to the Property if all of the following are then true: (1) the transfer is due to the death of the Obligor, (2) the transfer is to an "heir" (as that term is defined in the California Probate Code) of the Obligor or to a person who would have been the heir of the Obligor had the Obligor not left a valid trust or will, (3) to the extent that the transferee is not already an Obligor hereunder, the transferee, with the prior written consent of Agency, assumes the loan, (4) the transferee pays no consideration in connection with the transfer, and (5) the total amount of all debt on the Property transferred is not increased in connection with the transfer. If such transferee still owns the Property on July 15, 2015, this note shall be cancelled at-that time. If the principal amount of this note and the Agency's Share of Equity are not paid in full when due, on a transfer of title to the Property which requires payment of this note as set forth above, both the principal amount of this note and the Agency's Share of Equity shall thereafter bear interest at the rate of seven percent (7%) per annum simple interest from the date of such transfer until the date paid. Each payment shall be credited first to any late charges and other costs and expenses of enforcement and collection as provided herein, then to accrued but unpaid interest then due, and then to principal, and interest shall thereupon cease upon the principal so credited. If default occurs in the payment of any installment of principal or interest under this note when due, or if default occurs under any other provision of this note or the deed of trust securing this note, then the entire unpaid principal balance and all unpaid accrued interest shall at once become due and payable in full, without notice, at the option of the holder of this note. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. This note is secured by a deed of trust, of even date herewith, in favor of First American Title Insurance Company, a California corporation, as Trustee, which encumbers the Property. The deed of trust contains the following provision' If Trustor shall sell, convey or alienate the real property ("Property") encumbered by this Deed of Trust, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had and obtained as provided in the promissory note the performance of which is secured by this Deed of Trust, Beneficiary shall 1101-00001 'have the right, at its option, except as prohibited by law, to declare all of the indebtedness or obligation secured hereby, irrespective of the maturity date .............. sPe_cified in_thepromissory note, immediately due and-payable in full~ ....................... This note, and the lien created by the above-referenced deed of trust, shall be subordinate to: (1) any note(s) given by the Obligor at the time of purchase of the Property in order to finance SuCh PurChase~ Other than any Down payment AssiStance Loan issued by Agency to Obligor, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations under such note(s). Any such Down Payment Assistance Loan, and the lien created by the deed of trust securing the performance of the obligations under such loan, shall be subordinate to this note and the above-referenced deed of trust. Obligor agrees to pay the following costs, expenses, and attorneys' fees paid or incurred by the holder of this note, or adjudged by a court: (1) reasonable costs of collection or enforcement, including costs, expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this note, whether or not suit is filed; and (2) costs of suit and such sum as the court may adjudge as attorneys' fees 'in any action to enforce payment of this note or any part of it. "Obligor" ACCEPTED BY: TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency By: 1101-00001 16369_1 LEGAL DESCRIPTION OF PROPERTY __AllJJ~at cer[ain~eal-property-situated in theState-of-California, County of-Orange; City of Tustin, more particularly described as follows: [Lega! description to be inserted] 1101-00001 16369_1 ATTACHMENT "A" TO PROMISSORY NOTE ATTACHMENT 11 TRUST DEED: AGENCY SUBSIDY LOAN FOR LOW INCOME U-NiTS 1101-00001 16288..1 P.:scro~ N0. Loan N0. WHEN RECORDED MAIL TO: -- T: Community Redevelopment Agency 3L ,tenni&l Way lust)n, CA g268D' A~.~en~_i~n..__ Ch r_~_s t_i._nQ_Sh_j_ng!_e_t_o_n~_ Assistant City Manager ~JCEMPT FROM RECORDING FEE P£R"GOVE~NT CODE SEC.610:' SPA~E ABOVE TWI$ ~NE FO~ MECOP~E~ dE ............... DEED OF TRUST WITH ASSIGNMENT' OF RENTS fSHORT FORM) :: (~GENCY SUBS[DY LOAN FOR LOW [NCOME UN[TS ) This DEED OF TRUST, ma0e , between COUWTY BCX)K PAGE B~e I~ 513 ~ ~e~ T~ ~4 Sl~men~ ~ 124 So~ 2~ 427 ~ 1~ ~ ~ 911 1~ ~n ~o ~ ~ ~n~il~ 19~ ~ ~ ~ ~ 1~ 1~ San ~~ ~13 7~ S~ ~ El ~o ~ ~ M~ 1~ 7~ ~n ~ 0~ 1311 137 ~u~re 2~ ~ ~ ~ M~ I~1 ~3 ~fl MII~ 4~ 175 ~uolumne 1~ G~n ~ 76 M~o 69 ~ ~ml Bl~m ~ ~1 V~tum 2~7 237 hu~ ~ ~ M~e~ ~ ~9 Smn~ C~m ~ ~ YMo 769 ~MI 11~ 701 NaM ?M 742 ~ C~ 1~ ~ Yu~ 3~ 693 ih~ 1~ ~ NMaa ~ ~ Sha~ ~ herein called TRUSTOR, whose aclclress is (N~.~ an~ S~ -- (Cay) (S~.) FIRST AM~ICAI~ 1TTLE INSURANCE COMPANY, a Calitomia corporation, herein calied TRUSTEE, and TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California comnunity redevelopment agency , herein called BENEFICIARY, WITNESSETH: Tha~ Trustor grants to Trustee in 'i'rust. with Power of Sale, that properby in the City of Tustin Courmy of Orange , State of Califomia~ Oescribed as: · See legal description set forth on Exhibit '11 attached hereto and made a part hereof by this reference. For additional provisions of this Deed of Trust, refer to the Rider attached hereto as Exhibit 2 and made a part hereof by this reference. COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE KJngl B~8 ?13 Placer 1028 ) STALE OF C~UFORNIA )ss. COUNTY oF ) · S my hanoi ~ o~c~1 seal. $~r~zture " Signature of Tru$tor ('T~s a,ea I~r o~,c~a! nota,~! seat) 115S (~ev. 1/~1) ii I DO NOT PIP.. ~ To~ ~~ ~T~ T~~: (1) ~) (~ ~ ~Y ~t~ ~ ~ ~ ~ ~ m e~ ~ ~ ~ T~at~. ~ ~t~t ~ ~fe ~ e~ at me ~t ~ ~ mw ~ e~ 8. ~ m ~ ~r~ (~ ~ ~ ~. T~ ~ ~ m~ ~~ ~ me ~C ~ ~ ~.~ ~~e ~ T~, m~ ~ ~ T~ ~ ~ T~ ~ ~.~ ,x~ ~ ~ d ~ a ~ ~ ~ ~ ~. T~M m~~m~ ~M~~~~MT~M~~~~ T~,~~ T~~aM~~ T~. DO NOT ~ECO~DREOUEST FOR ~ RECO~CE o~ ~ ~ ~ of ~ D~ of T~k ~ ~ ~e ~ ~ ~ ~ ~ ~ ~e. D~ Please mail Deed of Trust. Note anti Reconveyance to LEGA~ DESCRIPTION OF PROPERTY .......... Allthat certain.land situated -in-the State-of CelifOmia,-CountyofOrangeT-City of ........................... Tustin, described as follows: . ~ · ................. [TO BE INSERTED] _ :: EXHIBIT 1 TO DEED OF TRUST ,, ~... RIDER ATTACHED TO AND MADE A PART OF DEED OF TRUST WITH ASSIGNMENT OF RENTS SHORT FORM 1. Due on Tr{~nsfer. If Trustor shall sell, convey or alienate the real property (',Property") encurr~ered by this Deed of TrUst, or any part thereof, orany .interest therein, or shall be divested of its title or any interest therein, in any manner or way, whether voluntarily or involuntarily, without the written consent ~3f Beneficiary being first had and obtained as provided in the Promissory Note the performance of which is secured by this Deed of Trust, Beneficiary shall have the right, at its option, except as prohibited by law, to declare ali of the indebtedness or obligations secured hereby, irrespective of the maturity date specified in the Promissory Note, immediately due and payable in full. 2. Subordinatic)n. The Promissory Note, and the lien created by the this Deed of Trust, shall be subordinate to: (1) any note(s) given by the Trustor at the time of purchase of the Property in order to finance such purchase, other than any Down Payment Assistance Loan issued by Agency to Obligor, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations under such note(s). Trustor. [Name] ~o~.oooo~ EXHIBIT 2 g=9:_~. TO DEED OF TRUST CERTIFICATE OF ACCEPTANCE OF DEED OF TRUST ('Tustin Community Redevelopment Agency) This is to certify that the interest in real property conveyed by the deed of trust dated ,199__ from , as trustor, to the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a governmental agency, as beneficiary ("grantee"), is hereby ac_-cepted by the undersigned officer on behalf of the TUSTIN COMMUNITY REDEVELOPMENT AGENCY pursuant to authority conferred by Resolution No. 95-3 of the Tustin Community Redevelopment Agency adopted on April 3, 1995, and the grantee consents to recordation thereof by its duly authorized officer. Dated: Title: [Executive Director or Recording Secretary] 1101-00001 ATTACHMENT 12 PROMISSORY NOTE: AGENCY SUBSIDY LOAN FOR VERY LOW INCOME UNITS 1101-00001 16288~1 DO NOT DESTROY THIS NOTE: WHEN PAID, THIS NOTE MUST BE SURRENDERED TO THE TRUSTEE FOR CANCELLATION, BEFORE RECONVEYANCE OF THE DEED OF TRUST SECURING THIS NOTE WILL BE MADE. PROMISSORY NOTE (Agency Subsidy Loan for Very Low Income Units) $ [Not to exceed $93,625.00] Tustin, California ,1995 For value received, ("Obligor") promises to pay to the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency ("Agency"), or order, at 300 Centennial Way, Tustin, California 92680, Attention: Assistant City Manager, or at such other place as the holder of this note may from time to time designate by written notice to Obligor, the principal sum of DOllars ($ ) [not to exceed Ninety-Three Thousand Six Hundred Twenty-Five Dollars ($93,625.00)], plus such additional amounts as may be provided below. Principal and any such additional amounts shall be due and payable in lawful money of the United States of America as provided herein. This note is made to assist Obligor in the purchase of the property described on Attachment A hereto, which is incorporated herein by this reference (the "Property"). The Property is intended to be an owner-occupied unit for very Iow income households as defined in Section 50105 of the California Health and Safety Code ("Very Low Income Household(s)"). If title to the Property is transferred (whether voluntarily or involuntarily) before July 15, 2015, then this note shall be due and payable in full on transfer. In addition to the principal then owing, there shall be owing an amount equal to the "Agency's Share of Equity." The "Agency's Share of Equity" shall be the product of: the ratio that Dollars ($ ) [not to exceed Ninety-Three Thousand Six Hundred Twenty-Five Dollars ($93,625.00)] bears to the contracted sales price at the time the Obligor acquired the Property, times the equity earned in the Property during the time the Obligor has owned the Property. "Equity" shall be defined as the difference between the sales price at which the Obligor enters into a contract to resell the Property and the sum of (i) any mortgages outstanding at the time the Property is resold, including this note, any down payment assistance provided by the Agency in the form of a Down Payment Assistance Note, and any other mortgages owed to the Agency, (ii) the down payment the Obligor originally paid at the time he or she bought the Property, not including any down payment assistance provided by the Agency in the form of a Down Payment Assistance Note, and (iii) normal and reasonable loan fees and closing costs paid for by the Obligor when originally purchasing the Property. Notwithstanding the foregoing, however, if title to the Property is transferred (whether voluntarily or involuntarily) before July 15, 2015, to a transferee who qualifies as ........... a_V_eryLow lncomeHousehold,and for a sales pdce that-does not exceed the applicable ............ "affordable housing cost," as that term is defined in Section 50052.5 of the California Health and Safety Code, the transferee, with the prior written consent of the Agency, may (1) take title to the Property. subject.to the deed of trust hereinafter described, and (2) assume this note. If such transferee still owns the Property on July 15, 2015, this note shall be cancelled at that time. Notwithstanding any other provision of this note to the contrary, however, this note shall not be due on transfer of title to the Property if all of the following are then true: (1) the transfer is due to the death of the Obligor, (2) the transfer is to an "heir" (as that term is defined in the California Probate Code) of the Obligor or to a person who would have been the heir of the Obligor had the Obligor not left a valid trust or will, (3) to the extent that the transferee is not already an Obligor hereunder, the transferee, with the prior written consent of Agency, assumes the loan, (4) the transferee pays no consideration in connection with the .transfer, and (5) the total amount of all debt on the Property transferred is not increased in connection with the transfer. If such transferee still owns the Property on July 15, 2015, this note' shall be cancelled at that time. If the principal amount of this note and the Agency's Share of Equity are not paid in full when due, on a transfer of title to the Property which requires payment of this note as set forth above, both the principal amount of this note and the Agency's Share of Equity shall thereafter bear interest at the rate of seven percent (7%) per annum simple interest from the date of such transfer until the date paid. Each payment shall be credited first to any late charges and other costs and expenses of enforcement and collection as provided herein, then to accrued but unpaid interest then due, and then to principal, and interest shall thereupon cease upon the principal so credited. If default occurs in the payment of any installment of principal or interest under this note when due, or if default occurs under any other provision of this note or the deed of trust securing this note, then the entire unpaid principal balance and all unpaid accrued interest shall at once become due and payable in full, without notice, at the option of the holder of this note. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. This note is secured by a deed of trust, of even date herewith, in favor of First American Title Insurance Company, a California corporation, as Trustee, which encumbers the Property. The deed of trust contains the following provision: if Trustor shall sell, convey or alienate the real property ("Property") encumbered by this Deed of Trust, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of 1101-00001 16371....~. Beneficiary being first had and obtained as provided in the promissory note the performance of which is secured by this Deed of Trust, Beneficiary shall h_.a_v_e_ t_h_e_r_ight,_ at_.its_o_ ption,_.exCe_ pt_as_prohibitedbylaw~_todeclareallof_._the ..................................... indebtedness or obligation secured hereby, irrespective of the maturity date specified in the promissory note, immediately due and payable in full. ......... This note, and the lien-created b~y the above-referenCed deed Of trust, - shall' be subordinate to: (1) any note(s) given by the Obligor at the time of purchase of the Property in order to finance such purchase, other than any Down Payment Assistance Loan issued by Agency to Obligor, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations under such note(s). Any such Down Payment Assistance Loan, and the lien created by the deed of trust securing the performance of the obligations under such loan, shall be subordinate to this note and the above-referenced deed of trust. Obligor agrees to pay the following costs, expenses, and attorneys' fees paid or incurred by the holder of this note, or adjudged by a court: (1) reasonable costs of collection or enforcement, including costs, expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this note, whether or not suit is filed; and (2) costs of suit and such sum as the'court may adjudge as attorneys' fees in any action to enforce payment of this note or any part of it. "Obligor" ACCEPTED BY: TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency By: 1101-00001 16371~1 LEGAL DESCRIPTION Of PROPERTY ........ All ~atcertain-real property, situatedin the .State-of California; County of Orange,' City of Tustin, more particularly described as follows: [Legal description to be inserted] 1101-00001 16371_.! ATTACHMENT "A" TO PROMISSORY NOTE ATTACHMENT 13 TRUST DEED: AGENCY SUBSIDY LOAN FOR VERY LOW INCOME UNITS 1101-00001 16288_1 WHEN RECORDED Iv6~L TO: iustin Community Redevelopment Agency 3DO Centennial Way iustin, CA g268D' Attention: Christine Shingleton, Assistant City Manager ~XE~=T FRO~ RCCORDZNG ~ P£R GOV~RR~I~NT. COD£ S£C.6103. SPA~£ ~ *ri. uS lINE FOR RE~ER$ USE C~)UN"I'Y B. OC)K PAGE COUNTY BOOK PAGE ~ ~ ~1 ~ 1MI 1~ Son ~ma~ ~3 7~ G~ ~9 75 ~ 69 ~ ~mm ~a~ ~ ~ Vent~ 2~7 237 DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT FORM) ........ (AGENCY 'SUBSIDY LOAI~ 'FOR VERY LOW INCOME UNITS) This DEED OF TRUST, ma0e , between herein called TRusTOR. whose aOOress is (Num~ an~ S~eet) ~ F1R~F AMERICAN TITLE INSURANCE COMPAh~. n C, alilomia corporabon. I~erein callec) TRUSTEE. nnc~ TUSTI/~ COMMUNITY REDEVELOPMENT AGENCY, a California conTnunity redevelopment agency , herein calJeU BENEFICIARY. WITNESSETH: TIll l'ru$lor grants to 'l'rustee in 7rust, with Power of Sate, that proDeny in City of lustin County of Orange '- , Stale C)f Calflomi~. OescrioeO as: See legal description set forth on Exhibit ~ attached hereto and made a part hereof by this reference. For additional provisions of this Deed of Trust, refer to the Rider attached hereto as Exhibit 2 and.made m part hereof by this reference. COUNTY B~K PAGE COU~ BOOK. PAGE I COUNTY o~ ) I:)et of'e IT)e. S~Pna:ure of Tmsmr ('The I,ea lc, o~,o&t no'.orml sell) ~#OT A[CO~ I. I · I ~I: I~. .. ~ . ~ Wl ~~.I~~~~~~~w~al~~M~~ DO NOT RECORD ~EOUEST FOR ~LL RECO~CE ~e ~~ d ~e I~ ~r ~ ~ of ~e ~te ~ wis. ~ of ~1 o~ ~W~ s~ ~ ~ 1~ O~ of ~sL ~ ~e or Please mail Deec~of TrusL Note an0 Reconveyance (o LEGAL ;.. /,;RIPTION OF PROPERTY All ti'tat certain land situated in the State of California, County of Orange, City of Tustin, clescribecl as follows: I'TO BE INSERTED] EXHIBIT 1 TO DEED OF TRUST RIDER ATTA',. .~ TO AND MADE A PART OF DEED OF TRUST WITH ASSIGNMENT OF RENTS SHORT FORM ~l. ~ue_ on Transf{~r. -If- Trustor shall--sell,---convey-or- atienate~the--real property ("Property") encumbered by this Deed of Trust, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had and obtained as provided in the Promissory Note the performance of which is secured by-this ......... Deed of Trust, Beneficiary shall have the right, at its option, except as prohibited by law, to cleclare all of the indebtedness or obligations secured hereby, irrespective of the maturity date specified in the Promissory Note, immediately due and payable in full. 2. ~. The Promissory Note, and the lien created by the this Deed of Trust, shall be subordinate to: (1) any note(s) given by the Trustor at the time of purchase of the 'Property in order to finance such purchase, other than any Down Payment Assistance Loan issued by Agency to Obligor, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations un0er such note(s). Trustor. [Name] 1 loi.ooooi EXHIBIT 2 TO DEED OF TRUST CERTIFICATE OF ACCEPTANCE OF DEED OF TRUST ('i'ustin Community Redevelopment Agency) This is to certify that the interest in real property conveyed by the deed of trust dated: .................. ;-199 -"--~ from COMMUNITY REDEVELOPMENT AGENCY. a governmental agency, as beneficiary ("grantee"), is hereby accepted by the undersigned officer on behalf of the TUSTIN COMMUNITY REDEVELOPMENT AGENCY pursuant to authority conferred by Resolution No. 95-3 of the Tustin Community Redevelopment Agency adopted on April 3, 1995, and the grantee consents to recordation thereof by its duly authorized officer. Dated: Title: [Executive Director or Recording Secretary] 1101-00001 ATTACHMENT 14 PROMISSORY NOTE: DOWN PAYMENT ASSISTANCE LOAN 1101-00001 16288_1 - -'DO-NOT'DESTROYTHIS NOTE: WHEN-PAID;'THIS NOTE MUST BE SURRENDERED TO THE TRUSTEE FOR CANCELLATION, BEFORE RECONVEYANCE OF THE DEED OF TRUST SECURING THIS NOTE WILL BE MADE. PROMISSORY NOTE (Down Payment Assistance Loan) $4,422.00 Tustin, California ,1995 For value received, ("Obligor") promises to pay to the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency ("Agency"), or order, at 300 Centennial Way, Tustin, California 92680, Attention: Assistant City Manager, or at such other place as the holder of this note may from time to time designate by written notice to Obligor, the principal sum of Four Thousand Four Hundred Twenty-Two Dollars ($4,422.00), with interest on the unpaid principal balance at the rate of seven percent (7%) per annum simple interest from the date of this note until the date this note is paid. Principal and interest shall be due and payable in full in lawful money of the United States of America on the transfer of title to the "Property," as defined below. Notwithstanding the foregoing, however, this note shall not be due on transfer of title to the Property if all of the following are then true: (1) the transfer is due to the death of the Obligor, (2) the transfer is to an "heir" (as that term is defined in the California Probate Code) of the Obligor or to a person who would have been the heir of the Obligor had the Obligor not left a valid trust or will, (3) to the extent that the transferee is not already an Obligor hereunder, the transferee, with the prior written consent of Agency, assumes the loan, (4) the transferee pays no consideration in connection with the transfer, and (5) the total amount of all debt on the Property transferred is not increased in connection with the transfer. If, on July 15, 2015, this note remains outstanding and there has been no transfer of title to the Property requiring payment of this note, this note shall then be cancelled. This note is made to assist Obligor in the purchase of the property described on Attachment A hereto, which is incorporated herein by this reference (the "Property"). The Property is intended to be an owner-occupied unit for either "low income households," as defined in Section 50079.5 of the California Health and Safety Code, or "very Iow income households," as defined in Section 50105 of the California Health and Safety Code. requires payment of this note as set forth above, all interest then accumulated shall be added to principal and shall thereafter bear like interest as the principal until paid. Each payment shall be credited first to any late charges and other costs and expenses of enforcement and collection as provided herein, then to accrued but unpaid interest then due, and then to principal, and interest shall thereupon cease upon the principal so credited. If default occurs in the payment of any installment of principal or interest under this note when due, or if default occurs under any other provision of this note or the deed of trust securing this note, then the entire unpaid principal balance and all unpaid accrued interest shall at once become due and payable in full, without notice, at the option of the holder of this note. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. This note is secured by a deed of trust, of even date herewith, in favor of First American Title Insurance Company, a California corporation, as Trustee, which encumbers the Property. The deed of trust contains the following provision: If Trustor shall sell, convey or alienate the real property ("Property") encumbered by this Deed of Trust, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of Beneficiary being first had and obtained, which consent may be withheld for any reason whatsoever (except as otherwise specifically provided in the promissory note, the performance of which is secured hereby, in the context of certain transfers on death), Beneficiary shall have the right, at its option, except as prohibited by law, to declare all of the indebtedness or obligation secured hereby, irrespective of the maturity date specified in the promissory note evidencing the same, immediately due and payable in full. This note, and the lien created by the above-referenced deed of trust, shall be subordinate to: (1) any note(s) given by the Obligor at the time of purchase of the Property in order to finance such purchase, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations under such note(s). Obligor agrees to pay the following Costs, expenses, and attorneys' fees paid or incurred by the holder of this note, or adjudged by a court: (1) reasonable costs of collection or enforcement, including costs, expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this note, whether or not suit is filed; and 1101-0O001 16372_1 2 (2) costs of suit and such sum as the court may adjudge as attorneys' fees in any action to enforce payment of this note or any part of it. "Obligor" ACCEPTED BY: TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency By: 1101-00001 16372_1 LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the State of California, County of Orange,_ C ity-of Tbstin;- ~ 0 r-~-P~-cti ~blar~ly-d-~'s-6r;ilse-d--~§ ¥611~VS~ [Legal description to be inserted]' 1101-00001 16372_1 ATTACHMENT "A" TO PROMISSORY NOTE ATTACHMENT 15 TRUST DEED: DOWN PAYMENT ASSISTANCE LOAN 1101-00001 16288~1 WHEN R~DRD~ ~L TO: Tus:~n :~un~t~ Reeeve~o~ent A~enc~ 300 Centenn~el Tus:~n, ~ s268o A::en:~on: Chr~s:~ne Sh~n91eCon, ~sistap~C~_~ Manage~ DEED OF TRUST Wi~ ASSIGNME~ OF REN~ .................................... ~HO~ FORM) ...... (DO~ PAYNENT ~Z~T~E LO~) ~ D~ OF ~U~, ~e herein callecl TRUSTOR, whose acJclress is '"' FIRST AMERICAN TTr'LE INSURANCE COMPANY, a CaJitomia coq:~oratiort, herein calle~ TRUSTEE, anti TUSTZN COHMUNTTY P~DEVELOPHEI~I' AGENCY, a California community redevelopment agency WTTNE$$ETH: That Trustor grants to Trustee in Trus'L w~ Power of SaJe. that property in ~eherein callecl BENEFICIARY, Cil:y Of Tu$1:'in County of Orange , b"tate of CaJifomia. described as: See legal de~cr'ipl:ion*$e: forth on £xhtbil; 1 attached hereto and made a par': hereof' by th'is reference. For addil:iona'l provisions of this Deed of Trust, refer 1:o the Rider a1:l;ached hereto as £xhibil; 2 and made a part hereof by this reference. r~- ~ Pumm e hume rf) m,~,u ¢ tM ~n e~ s 4,422.00 ~_' PAGE COU~ BDOK PAGE ~U~ ~O~ PAGE ~U~ B~K PAGE 513 b ~ T~ ~4 ~~ ~ 124 ~ ~ ~ ~ M~ 191 ~ ~ ~ 4~ 1~ ~ium~ 1~ 1~ ~"TA,TE OF CAUFORNIA ~Ls.. COUNTY OF ) S,~na:ure of Trus~or ~l'ms o,ea tar o.*f, aa: ne'.acm! seat) '~ 158 (Rev. sam ~oo~'y ,fl ~ ~ ~ ~ ~am. ~to. ~o. ~e. ~ ~ ~ m ~e ~ D~ (4) ~~r~~~m ~~~~~~~ . . ... ~ ~ __~ ~ . __~ _~.~ ~--- ' o~ NOT RECORD ~ REOU~ FOR ~ RECO~CE TO ~R~ ~ERI~ ~E INSU~E ~MP~ ~U~ =~ ~ ~ t~ ~'~ O~ ~ T~ ~ me ~e ~ ~ ~ ~ ~w~ ~e. Oat~ Please mail Oee<l of Tn~s~ Note a~cl Reconveyance to .. ~ ...... ~ ~ ~ ~ ~. ::3< !-"o ~ ILl- LEGAL' DESCRIPTION OF PROPERTY All that certain land situated in ihe"$tate of C~lifomia, County of Orange,_ City of _ i .............. Tustin. described as follows: [TO BE INSERTED] EXHIBIT 1 TO DEED OF TRUST RIDER A'I-i'ACHED TO AND MADE A PART OF DEED OF TRUST WITH ASSIGNMENT OF RENTS SHORT FORM 1. Due on Transfer. If Trustor shall sell, convey or alienate the real property ("Property") encumbered by this Deed of Trust, or any part thereof, or any interest therein, or shall be divested of its title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent:of Beneficiary being first had and obtained, which consent may be withheld for any reason whatsoever (except as otherwise specifically provided in the promissory note, the performance of which is secured hereby, in the context of certain transfers on death), Beneficiary shall have the right, at its option, except as prohibited by law, to declare all of the inclebtedness or obligations secured hereby, irrespective of the maturity date specified in the promissory note evidencing the same, immediately due and payable in full. 2. ~. The promissory note, and the lien created by the this Deed of Trust, shall be subordinate to: (1) any note(s) given by the Trustor at the time of purchase of the Property in order to finance such purchase, and (2) the lien(s) created by the deed(s) of trust securing the performance of the obligations under such note(s). Trustor: [Name] .o~.oooo~ EXHIBIT 2 ~o~L2 TO DEED OF TRUST CERTIFICATE OF ACCEPTANCE OF DEED OF TRUST (Tustin Community Redevelopment Agency) This is to certify that the interest in real property conveyed by the deed of trust elated ........................ ~-199-~l'rom ....................... , astrustor, to theTUSTIN COMMUNITY REDEVELOPMENT AGENCY, a governmental agency, as beneficiary ("grantee"), is hereby accepted by the undersigned officer on behalf of the TUSTIN .... COMMUNITY REDEVELOPMENT AGENCY pursuant to authority conferred by Resolution No. 95-3 of the Tustin Community Redevelopment Agency adopted on April 3, 1995, and the grantee consents to recordation thereof by its duly authorized officer. Dated: Title: [Executive Director or Recording Secretary] 1101-00001 ATTACHMENT 16 AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY 1101-00001 16288..1 _R. ECORD_ING_REQLIESTED. _BY AND WHEN RECORDED MAIL TO: CITY OF TUSTIN COMMUNITY REDEVELOPMENT AGENCY Attention: Christine Shingleton 300 Centennial Way Tustin, CA 92680 (Space Above for Recorder) This Agreement is recorded at the request and for the benefit of the City of Tustin Community Redevelopment Agency and is exempt from payment of a recording fee pursuant to Government Code Section 6103. CITY OF TUSTIN COMMUNITY REDEVELOPMENT AGENCY By: Its: Dated: , 1995 CITY OF TUSTIN COMMUNITY REDEVELOPMRNT AGENCY AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY THIS AGREEMENT is entered into this day of, 1995, by and between the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership, ("DEVELOPER") with reference to the following: A. Developer is the fee owner of record of that certain real property (the "Property") located in the County of Orange, State of California as described in the attached Exhibit A. The Property is referred to in the "DDA" (defined in paragraph "C" hereof) as the Site. B. The Property is located in the South Central Redevelopment Project Area (the "Project") and is subject to the provisions of the Redevelopment Plan for the Project adopted by Attachment No. 16 Page 1 of 7 Ordinance No. 701 and amended by Ordinances No. 855, 1021 and 1142 by the City Council of the City of Tustin. Agency has full power and jurisdiction in respect to the Property pursuant to the RedeMelopment~..Plan~ C. Agency and Developer have entered into a Disposition and Development Agreement dated as of , development, and use"of the Property (the ,~DA%,995 concerning the ) which DDA is on file with Agency as a public record and is incorporated herein by reference and which DDA provides for the execution and recordation of this document. Except as otherwise expressly provided in this Agreement, all terms shall have the same meanings as set forth in the DDA. NOW, THEREFORE, AGENCY AND DEVELOPER AGREE AS FOLLOWS: 1. Developer covenants, by and for itself and any successors in interest, that it shall be bound by the terms, conditions, covenants and restrictions as outlined and detailed in the DDA and the Redevelopment Plan. 2. DeVeloper covenants, by and for itself and any successors in interest, that there shall be no discrimination against or segregation of any person or group of persons on accoun~ of race, color, creed, religion, sex, marital status, age, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure'or enjoyment of the Site, or any residential uses developed on the Site, nor shall Developer for 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 homeowners, tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. Developer and its successor in interest shall refrain from restricting the rental, sale or lease (including sublease) of the Site, or any residential units developed on the Site, on the basis of race, color, creed, religion, sex, marital status, age, disability, natiOnal origin or ancestry of any person. All deeds, leases or contracts for the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site or any portion thereof, including any residential units developed on the Site, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: a · In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that: (1) there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, 1101-00001 17128~1 Attachment No. 16 Page 2 of 7 religion, sex, marital status, age, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land ................................. herein_conweye-d,--and-~-.2)--neither-.thegra~ntee-himsetf-or~ herself, nor any person claiming under or through him or her, shall establish or permit any such practice or practices of discrimination or segregation with reference to the selection,'- location,-number; use-or OcCupanCy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b . In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, age, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." C · In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, disability, 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, sublessees or vendees of the premises. The foregoing provisions shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under this instrument and shall be covenants running with the land." 3. The Covenants established in this Agreement shall, without regard to technical classification and designation, be binding on Developer and any successor in interest to the Site or 1101-00001 17128-1 Attachment No. 16 Page 3 of 7 any part thereof for the benefit and in favor of Agency, its successors and assigns, and the City. Such covenants shall survive the issuance, by Agency, of the Certificate(s) of Completion d~scribed in the DDA Notwithstanding__the'foregoing, ..... however,~--once Developer has complied with all obligations under the DDA, the Final Certificate of Completion (as defined in the DDA) has been recorded, and Developer has closed escrow for the sale of each unit ~to be sold under the DDA, .... Developer-shall ~have no further liability hereunder. Developer,s liability with respect to the enforcement of covenants pertaining to the individual units sold shall earlier terminate as provided in Section 611 of the DDA. 4. The Covenants insofar as they relate to antidiscrimination and non-segregation, shall remain in effect in perpetuity. The other Covenants shall expire on July 15, 2015. IN WITNESS W~EREOF, Agency and Developer has executed this Agreement. "Agency" Dated: TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a California community redevelopment agency APPROVED AS TO FORM: By: Lois E. Jeffrey, Agency Counsel ATTEST: Recording Secretary Dated: By: Thomas R. Saltarelli, Chairman "Developer" SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership By: 1101-00001 17128..1 Its: By: Its: Attachment No. 16 Page 4 of 7 ALL PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) SS: On this day of , 19 , before me, , Notary -.personally appeared ....... Name(s) of Signer(s) Public, personally known to me - OR proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in 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. Witness my hand and official seal. NOTARY SEAL Signature of Notary CAPACITY CLAIMED BY SIGNER: Individual(s) Corporate Officers Title(s) Partner(s) General Partner of a Limited Partnership Attorney-in-Fact Trustee(s) Subscribing Witness Guardian/Conservator Other: SIGATER IS REPRESENTING: Name of Person(s) or Entity(ies) THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW: Title or Type of Document: Number of Pages: Date of Document: Signer(s) Other Than Named Above: 1101-00001 17128_1 Attachment No. 16 Page 5 of 7 ALL PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) ). ss- COUNTY OF ) On this day of , 19.. , before me, , Notary Public, personally appeared Name(s) of Signer(s) personally known to me - OR proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), 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. Witness my hand and official seal. NOTARY SEAL Signature of Notary CAPACITY ~ BY SIGNER: Individual(s) Corporate Officers Title(s) Partner(s) General Partner of a Limited Partnership Attorney-in-Fact Trustee(s) Subscribing Witness Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of Person(s) or Entity(les) THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW: Title or Type of Document: Number of Pages: Date of Document: Signer(s) Other Than Named Above: 1101-00001 17128_1 Attachment No. 16 Page 6 of 7 EXHIBIT A LEGAL DESCRIPTION All of Tract No. 14934 in the City of Tustin, County of Orange, State of Califomia, as per map filed in Book 725 Pages 1 through 8, inclusive, of Miscellaneous Maps in the Office of the County Recorder of said county. 1101-00001 171Z8..1 Attachment No. Page 7 of 7 16 ATTACHMENT 17 HAZARDOUS SUBSTANCE DISCLOSURE That certain Asbestos Abatement Report: Job No. 10002, dated 2-15-95, by Environmental Control Systems Inc., and exhibits thereto, on file with the Agency 1101-00001 16288 ATTACHMENT 18 · CERTIFICATE OF INSURANCE 1101-00001 16288_1 CiTY OF TUS'rIN AND TUSTIN COMMUNITY REDEVF' "~PMENT AGENCY CERTIFICATE OF l ~J~iCE AND DESIGNATION OF NA ADDITIONAL INSURED MODIFICATIONS OR ADDITIONS MAY BE MADE TO THIS FORM 70: P.O. Box 3539 Turn, CA 92681-3539 NAME AND ADDRESS OF INSURED CONTRACTOR: CITY OF TUSTIN and TUSTIN COMMUNITY REDEVELOPMENT AGENCY NAME AND ADDRESS OF INSURANCE AGENCY: PROJECT: Company Letter A: COMPANIES AFFORDING, CovERAGE Company Letter B: Company Letter C: Company Letter D: Company Letter E: Company Letter F: This is to cerlffy that the policies of insurance listed below have been issued to the insured name above, are in force at this time, that the City of Tustin and the Tus§n Community Redevelopment Agency are named additional insureds thereon as respects claims arising in connection with the herelnabove-named Project and that such insurance shall be primary with respect to any other insurance in force procured by either the City of Tustin or the Tustin Community Redevelopment Agency. Type of Insurance GENERAL LIABILITY [ ] Commercial General Uability [ ] Claims Made [ ] OCt. [ ] Owner's & Contractors' Protective [] [] AUTOMOBILE LIABILITY [ ] Any Auto [ ] All Owned Autos [ ] Scheduled Autos [ ] Hired Autos [ ] Non-Owned Autos [ ] Garage Liability EXC, ESS LIABILITY [ ] Umbrella Form [ ] Other than Umbrella Form WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY OTHER Policy Number ,escdption of Operations/Locations/Vehicles/Special Items: Policy Effective Date Policy Expiration Date Ail LImits In Thousands General Aggregate Prods-Comp/Ops Agg. Pers. & Advg. Injury Each Occurrence Fire Damage (Any One Fire) Medical Expense (Any One Person) CSL Bodily Injury (Per Person) ,, Bodily Injury (Per Occurrence) Property EACH OCCURRENCE $ $ AGGREGATE $ STATUTORY $ Each Accident Disease-Policy Umit Disease-Each Employee I ~ certified that a waiver of subrogation is hereby to the City of Tustin and the Tustin Community Redevelopment Agency as pertains to the -ns of all Worker~ Compensation insurance. The Issuing company will give thirty (30) days written notice to the City of TustJn and the TustJn mmunity Redevelopment Agency prior to modification or cancellation. TE ISSUED: Authorized Representative of the above-named insurance company(les) ATTACHMENT 18