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HomeMy WebLinkAboutR27-Economic Development Agency , . ' ./ , ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Maggie Pacheco, Deputy DirectorlDirector Housing & Community Development DEVELOPMENT OF AGENCY OWNED LAND LOCATED AT NORTHEAST CORNER OF CALIFORNIA &16T8 STREETS BY CENTURY CROWELL COMMUNITIES-NORTHWEST REDEVELOPMENT PROJECT AREA SUBJECT: DATE: December 26, 200 I C....,.'''..L :j'I'-"II,d SvnoDsis of Previous Commission/Council/Committee Action!s): On December 6, 200 I, the Redevelopment Committee recommended that this item be sent to Community Development Commission for approval. Recommended Motion!s): OPEN JOINT PUBLIC HEARING CLOSE JOINT PUBLIC HEARING !Community DeveloDment Commission) MOTION A: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE AGENCY CHAIRPERSON, OR ITS DESIGNEE, TO EXECUTE AN AMENDMENT ("AMENDMENT NO.2") TO THE THAT CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT DATED JULY 19, 1999, (THE "DDN') AND SUBSEQUENTLY AMENDED ON DECEMBER 4, 2000, BY AND BETWEEN THE REDEVELOPMENT AGENCY AND CENTURY CROWELL COMMUNITIES, L.P., ("DEVELOPER") - DEVELOPMENT OF 38 PARCELS LOCATED WITHIN THE NORTHWEST REDEVELOPMENT PROJECT AREA !Mavor and Common Council\ MOTION B: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO (I) ACKNOWLEDGING RECEIPT OF A SUMMARY REPORT RELATING TO THE PROPOSED AMENDMENT NO. 2 TO THAT CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT DATED JULY 19, 1999 AND SUBSEQUENTLY AMENDED ON DECEMBER 4, 2000, BY AND BETWEEN THE AGENCY AND CENTURY CROWELL COMMUNITIES, L.P., ("DEVELOPER"), AND (2) AUTHORIZING THE SALE BY THE REDEVELOPMENT AGENCY OF THE 38 PARCELS LOCATED AT THE NORTHEAST CORNER OF CALIFORNIA AND 16TH STREETS TO THE DEVELOPER-NORTHWEST REDEVELOPMENT PROJECT AREA Contact Person(s): Gary Van Osdel/Maggie Pacheco Project Area(s) Northwest Redevelopment Project Area Phone: Ward(s): (909) 663-1044 Six (6) Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Reports Agency Housing Fund (Low/Moderate FUNDING REQUIREMENTS Source: Income Housing Program) . In. U5=udget Maggie Pacheco, Deputy DirectorlDirector Housing & Community Development SIGNATURE: Commission/Council Notes: ~.ll Cf:/::-/cCN.-1 ~ "" 21:\:)2.+ ('\ GVO:MP:sj:I-7-02 Century Crowell COMMISSION MEETING AGENDA Meeting Date: 1/7/2002 Agenda Item Number: R;r:J ~. " . ECONOMIC DEVELOPMENT AGENCY STAFF REPORT --------------------------------------------------------------------------------------------------------------------- Disposition and Development Of A~encv Owned Land Located At Northeast Corner Of California & 16th Streets Bv Centurv Crowell Communitles- Northwest Redevelopment Proiect Area. BACKGROUND In December 2000, the Community Development Commission approved Amendment No. 1 to the Disposition and Development Agreement (DDA) dated July 19, 1999 between Century Crowell Communities (the "Developer") for the development of 24 new single-family homes on 14.6 acres oCresidentialland in the vicinity of 19th and Pennsylvania, commonly referred to as Arrow Vista (Phase I), Northwest Redevelopment Project Area. To date, all 24 homes have been constructed, sold and therefore, Phase I has been completed by the Developer. Now that Phase I has been completed, it is the intent of the Developer to pay the Agency the two outstanding notes in the total amount of $229,000 pursuant to the approved Amendment No.1 to the DDA. This amount represents $114,000 land costs and $115,000 for the sale of 1684 Susie Lane property. Under the approved Amendment No. 1 to the DDA, the Developer had an option, but under no obligation to develop the balance of the Agency owned property in the vicinity of California & 16th Streets, consisting of 38 single-family lots (Phase II-Del Rey at Arrow Vista) with the business terms to be negotiated between the Developer and Agency. See map of the site attached. During the course of the past several months, Staff and the Developer have struggled to find economic solutions to developing Phase II. Unlike the Phase I, the Phase II site is raw land and lacks the infrastructure such as streets, curbs, gutters, pavement, utilities, etc., a prerequisite to developing the 38 single-family homes. Phase II is estimated to cost in excess of $6 million. Projected Sales Revenues from the 38 single-family homes is about $5.3 million. After much discussion, review and scrutinizing the project costs and the development pro-forma, there continues to be a project financial gap. Consequently, Staff and Developer have agreed to proceed with Del Rey at Arrow Vista-Phase II on the following business points: . Century will repay the Agency the two outstanding promissory notes in the total sum of $229,000, as noted above. . Any unused previously allocated Mortgage Assistance Program (MAP) funds from Phase I will roll over into the Phase II project. Estimated balance is $166,000, of the original sum amount of $240,000. ..------------------------------------------------------------------------------------------------------------------------------------------ GVO:MP:sj:1-7-02 Century Crowell COMMISSION MEETING AGENDA Meeting Date: 1/7/2002 Agenda Item Number: ~ . . Economic Development Agency Staff Report Century Crowell - Development of Agency Parcels December 21,2001 Page Number -2- . Century will buy the 38 lots from the Agency at the appraised fair market value which is approximately $2,000 per parcel. The primary reason for the low value is due in part to the lack of infrastructure necessary for development to occur. . Century will develop 38 single-family homes ranging in square footage of 1,316 to 2,000. The Phase II will be developed consistent with the approved plans and specifications approved by the Planning Commission for Phase I. In other words, the scope of development will not drastically change, with the exception of construction of the necessary infrastructure. . The Developer will be responsible for installing and constructing the necessary infrastructure, such as curbs, gutters, streets, etc. The current estimated cost for such infrastructure is approximately $850,000. The Agency's contribution to the infrastructure costs will not exceed $710,400. The Developer will be required to pay prevailing wages related to the construction of such improvements. The Developer will pay for all development fees, including, but not limited to, school district fees. . Based on the current pro-forma and the Agency's financial contribution to the project, it is anticipated that the project cash flow will yield a positive cash flow of approximately 4%. This is well below the industry standard of 8% to 10% on housing projects. The Developer has agreed to accept 3% as their base profit, and share equally with the Agency any cash flow above the 3% of gross revenues. In conclusion, Staff believes that proceeding with the Phase II under the above business terms is in the best interest of the Agency, Developer and the Community. The transfer in ownership of the Phase II lots to the Developer and the construction of the 38 homes will allow the property to be placed back on the tax rolls. Assuming a construction and sale value of $5.3 million, the project will generate a minimum of $40,000 tax increment yearly to the Agency in comparison to the property currently generating no revenue. The sale of 38 homes will also generate new homeowners who will spend their resources in the San Bernardino community. ENVIRONMENTAL IMPACT The Project Site is in the Northwest Redevelopment Project Area and a final subdivision map for the Project has also been recorded; therefore, pursuant to the provisions of Title 14, California Code of Regulation, Section 15180, no further review of the potential effects of development per the Amendment No.2 is required under CEQA. GVO:MP:sj: 1-7-02 Century Crowell COMMISSION MEETING AGENDA Meeting Date: 1/7/2002 Agenda Item Number: A,2.7 Economic Development Agency Staff Report Century Crowell - Development of Agency Parcels December 21,2001 Page Number -3- FISCAL IMP ACT The fiscal impact to the Agency to move forward with Phase II is estimated to be $710,400. These funds will come from the Agency's Low/Moderate Income Housing Fund Budget 2001- 2002 and 2002/2003 budget. These costs will be off-set by the repayment of the Developer notes in the sum of $229,000, plus the annual increment (estimated at $40,000) the Project will generate in the Project Area. Please refer to the Summary Report pursuant to Health and Safety Code Section 33433 of the California Community Redevelopment Law reporting the Project costs and benefits to the Agency. RECOMMENDATION That the Community Development Commission and Mayor and Common Council adopt the attached Resolutions. rn.O~ Maggie Pacheco, Deputy Director/Director Housing & Community Development GYO:MP:sj:1-7-02 Century Crowell COMMISSION MEETING AGENDA Meeting Date: 1/7/2002 Agenda Item Nnmber: ~ ., l J L '9th Street -- -- @ G @ @ <0 e 0 0 G) <0 Lincqln Street il .. @ @ 0 G <II .. ~ 2691361 " <0 0 0 @ Ii;' 0 0 ~ 0 0 0 0.. I - @ .... 0 of 0 .! ~ I 'ii .. <II ~ l .. <.> ....... . @ ....@ ..@ ,@;0,@/ @ '8.1 '.:;-.... >.......~.......J..........J..........L...../.......<.... : ~ 1 \" 9 1 .._..n:.........!..,. 17th Street :}...................l (P-................T.....................j e \ ; @ . <.0 ; ! G I -.............., i................unt....................j fm..................~ @ ! ! @ i @ i ; G I _.@.....j ~ 1........~69~7~.....1 ~ I""e""'i .-.............1 g !....................+-...................i ~ 1................----. @ i~j e~@ !'~l G ! "D I : : 41 I I ---.(0......1 tJ !.......e...T.....@.......] (j I.....@... _.............1 i..................+...................., i................ e i ! e [ e I ! G ___.n...." i....................l....................l t....--.........---.. =.. !! ! I i Q '='j ~@l@) \,~ 16th Street '1 ( l' '1 NORTH ( NotlDs.c.l. RDA PROJECT ASSESSOR'S NUMBER EXiSTING LAND USE Wilhin Northwest 269-361-o4Ihru 20 & Project 269-361-30 Ihru 36 269-371-43Ihru 80 Vacant land (improved) Vacant land (unimproved) Cummings Way 17th Street ) GENERAL PLAN LAND USE DESIGNATION RS . Residential Suburban RS - Residential Suburban AREA THOMAS GUIDE" PAGE GRID 5.861 Ac. MIL 576 C-4 8.82 AC. MIL C-4 576 'Thomas Guide San Bemardino County, 1997 Edition "ty 01 s." s.nYtdino '" CCONOIIIC DEVELOPMCNT AGENCY EXHIBIT "A" -H-5 e e e SUMMARY REPORT PURSUANT TO HEALTH AND SAFETY CODE SECTION 34333 OF THE CALIFORNIA COMMUNITY REDEVELOPMENT LAW - AMENDMENT NO.2 TO THE DISPOSITION AND DEVELOPMENT AGREEMENT DATED JULY 19, 1999 (THE "DDA") AND AS SUBSEQUENTLY AMENDED ON DECEMBER 4,2000 (THE "AMENDMENT NO. I") BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (THE "AGENCY") AND CENTURY CROWELL COMMUNITIES, L.P., A CALIFORNIA LIMITED PARTNERSHIP (THE "DEVELOPER") FOR THE DEVELOPMENT OF 38 LOTS LOCATED AT THE NORTHEAST CORNER OF CALIFORNIA AND 16TH STREETS --- NORTHWEST REDEVELOPMENT PROJECT AREA INTRODUCTION: This Summary Report (the "Report") has been prepared by the Redevelopment Agency of the City of San Bernardino (the "Agency") pursuant to Section 33433 of the California Health and Safety Code. This Report sets forth certain details of the proposed Second Amendment ("Amendment No.2") by and between the Agency and Developer with regard to the development of 38 single-family lots located at the northeast comer of California and 16th Streets, (the "Site"), City of San Bernardino. The following describes the provisions, terms and conditions and costs and benefits of the Amendment No.2 to the Agency. A. SALIENT POINTS OF AMENDMENT NO.2: The purpose of the Amendment No.2 is to enable the development of a single-family affordable and market housing development located at the Site (the "Phase II Project") based on the new negotiated terms and conditions as it relates to the Site. The original Disposition and Development Agreement (DDA) was entered into between the parties on July 19, 1999, and was subsequently amended on December 4, 2000 ("Amendment No.1") and for a number of reasons, the Project was delayed, primarily due to the Developer's inability to obtain assessment district financing intended to augment Developer's private financing and financially allow the development of the Phase I and Phase II Project to materialize. The Developer intended to use the assessment district to finance the necessary infrastructure for the Phase I and II Project and thus, such financing was a critical condition of the DDA and without this financing the Project was economically unachievable. Thus, one of the fundamental reasons for Amendment No. I and Amendment No. 2 modifications to the DDA. Below are the major Amendment No. 2 business points: . Developer will repay the Agency the two outstanding promissory notes in the total sum of $114,000 for the Phase I Site (24 single-family lots) and $115,000 for the 1584 Susie Lane Single-family Home sold to Developer; . Agency will allow the Developer to use any unexpended Mortgage Assistance Program (MAP) funds from the Phase I development for the Phase II development, which is estimated at $166,000. I P:\Clencal Services Dept\Stephanic\Maggic's Work\Summary Report-Amendment No 2.DDA.Ccntury Crowells.doc e e e . Although in 1993, the Agency expended over $720,000 for the Site, the current AS IS fair market value of the Site is $100,000 (approximately $2,632 per lot). The reason for the low value is because the lots, or the Site lacks the necessary infrastructure needed for development of the Site. Infrastructure costs alone are estimated at $850,000. The sale prices for the 38 homes (1300-2000 sq. ft.), when completed, will range between $118,000 to $161,000 for a total net sales value of $5.4 million, with a projected development cost of about $6 million. The transfer of the Site to Developer and the private development will place the 38 Parcels back on the tax rolls and based on the valuation of the Project, it is estimated that the Project will generate approximately $40,000 in net new tax increment revenue annually to the Agency. . Developer will provide the financing necessary to develop 38 single-family homes ranging in square footage of 1300 to 2000 and all necessary infrastructure improvements such as streets, sewers, gutters, etc. The Phase II, 38 single-family homes will be developed consistent and compatible with the Phase 1, 24 single-family homes as approved by the City of San Bernardino Planning Commission. . Developer will be financially responsible for insuring that all infrastructure is development in accordance with City standards and requirements such as sewer, storm drains, streets, gutters, sidewalks, paving, etc. The estimated costs for such infrastructure is $850,000. Per the Amendment No.2 the Agency will contribute $710,400 towards the infrastructure costs for the Project. The Agency's financial contribution may include the granting of Agency Sewer Capacity credits previously purchased by the Agency from City Water Department. The value of the sewer capacity rates is approximately $144,400. . Based on the current development pro-forma and the Agency's financial contribution to the Project of $710,400, it is anticipated that the project cash flow will yield a positive cash flow of about 4%. This is still well below the industry standard of between 8% to 10% on housing projects. Although such is the case, the Developer has agreed to accept a 3% as their base profit, and share equally with the Agency any cash flow about the 3% of the gross revenues in order to off-set some of the Agency's financial contribution to the Project. . The Developer is expected to close escrow within 60 days from approval of Amendment No. 2. Should they fail to close within the prescribed timeframe, the Agency will retain the sum of $25,000 as liquidated damages. B. COST OF THE AMENDMENT NO.2 TO THE AGENCY: This Section outlines the total costs of the Agreement to the Agency, including, but not limited to land acquisition costs, clearance costs, relocation costs, the costs of any improvements to be Amendment No.2, if applicable. As stated in "A" above, the Agency intends to sell the Phase II, 38 lots to the Developer at the current AS IS fair market value of $1 00,000. The Agency will be obligated under the Amendment No.2 to contribute the sum of $710,400 to offset Developer infrastructure requirements in order to facilitate the development of the 38 single-family homes. However, the Agency's financial contribution to the Project will be offset 2 P:\Clcrical Services Dcpt\Stephanic\Maggic's Work\Summary Report-Amendment No 2.DDA-Ccntury CroweJls.doc e e e to some degree by the potential direct and indirect financial benefits that come with development of the Site. Said benefits of the Amendment No.2 will be further discussed in item C and D of this Report. C. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED DETERMINED AT THE HIGHEST AND BEST USES PERMITTED UNDER THE REDEVELOPMENT PLAN: AND ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED BASED ON THE REOUIRED REUSE AND WITH THE CONDITIONS. COVENANTS AND RESTRICTIONS REOUIRED UNDER THE FIRST AMENDMENT: The estimated AS IS value of the interested to be conveyed, 38 unimproved single-family lots, to Developer at the highest and best uses permitted under the Redevelopment Plan is $100,000. This value is determined to be fair market value given the development constraints associated with the Site, such as, the lack of infrastructure improvements. Moreover, the financial contribution to the Project by the Agency was determined by reviewing the Developer's total development costs in relation to what the Developer is expected to generate upon the resale of the Site. Based on the development pro-forma, the total Project costs are estimated at $6 million and the resale price of the total Project are estimated at $5.4 million. Without Agency financial assistance the Project could not be developed, nor with the negative cash flow as depicted in the development pro-forma, of 0.14%, no Developer could be expected to develop the Project at a loss. Thus, justifying the need for public assistance, one of the fundamental purposes of redevelopment agencies. Assuming the Agency contributes the sum of $710,4000 to the Project, the pro-forma, shows a 4% return to the Developer. Therefore, the estimated profit to the Developer is 4%. This profit margin is less than the standard profit or going rate for developments analogous to the proposed housing development which ranges between eight (8%) to ten (10%) percent; in light of the Agency's financial contribution to the Project, the Developer has agreed to accept 3% as their base profit, and share equally with the Agency any cash flow above the 3% of gross revenues. Moreover, previous economic reports commissioned by the Agency indicated that the Project as proposed under the July 19, 2000 DDA was economically unfeasible if an assessment district financing did not occur to help off-set Developer's up-front Project costs. In fact, based on this report, it is unlikely that investors would be willing to contribute sufficient capital to undertake any housing project given its limited return and the cost associated with the overall Project. However, the low AS IS fair market value and the Agency's financial contribution to the Project is intended to minimize the financial risks to the Developer. In conclusion, the interest to be conveyed to Developer has been determined to be fair market value based on the reuse and development of the Project subject to conditions, covenants and restrictions place by the Agency under the original DDA, Amendment No. I and Amendment No.2 and the conditions of the Site, and the evidence contained in this Report. Moreover, the purchase price and development of the Project has been determined at the highest and best use consistent with the permitted uses under the Redevelopment Plan for the Northwest Redevelopment Project Area. 3 P:\Clerical Services Dept\5tephanie\Maggie's Work\Summary Repon-Amendment No 2.DDA-Century Crowells.doc e e e Furthermore, the interest in the Project to be conveyed to the Developer will be developed in conformance with the City's General Plan and Housing Element, Municipal Development Code, and Agency's AB 1290 Implementation Plan. D. EXPLANATION OF WHY THE SALE OF THE SITE AND THE PROPERTY WILL ASSIST IN THE ELIMINATION OF BLIGHT WITH REFERENCE TO ALL SUPPORTING FACTS AND MATERIALS RELIED UPON IN MAKING SUCH EXPLANATION: The development proposed under the Amendment No.2 will reduce blight, create replacement housing units for the Agency and City, provide homeownership opportunities, temporary construction jobs for area residents; improve the image and enhance neighborhood conditions; increase property taxes and property values, thus improving the quality of life for residents within the Northwest Project Area. In addition to blight eradication, the proposed Project is consistent with the adopted Agency Five-Year Implementation Plan, which sets forth the following goals and objectives. . Creation of viable housing options within the redevelopment project area that span a range of incomes, including housing for the indigent; . Creative implementation of catalyst projects which spur reinvestment on surrounding blocks. . Improvements or construction of new water and sewer lines, streets, sidewalks, parkways, and lighting in the public right of way. . Continued participation in the enhancement of the public infrastructure system. . Acquisition and development of property to abate nuisance uses and provide for future development. The Amendment No.2 will assist the Agency in meeting several of its objectives and goals set forth above, specifically, by encouraging reinvestment and revitalization in blighted neighborhoods and provide decent, up-scale housing for area residents at affordable and market housing prices. 4 P:\Clerical Services Depl\Stephanie\Maggie's Work\Summary Report-Amendment No 2.0DA-Centuty Crowells.doc e 2 3 4 5 6 7 8 9 10 11 12 13 e 14 15 16 17 e RESOLUTION NO. ~(0\~'0r; ~~Lr--' )J RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE AGENCY CHAIRPERSON, OR ITS DESIGNEE, TO EXECUTE AN AMENDMENT ("AMENDMENT NO.2") TO THE THAT CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT DATED JULY 19, 1999, (THE "DDA") AND SUBSEQUENTLY AMENDED ON DECEMBER 4, 2000, BY AND BETWEEN THE REDEVELOPMENT AGENCY AND CENTURY CROWELL COMMUNITIES, L.P., ("DEVELOPER") - DEVELOPMENT OF 38 PARCELS LOCATED WITHIN THE NORTHWEST REDEVELOPMENT PROJECT AREA WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") owns or has a beneficial interest in certain subdivided lands referred to in this Resolution collectively as the "Sites" which are situated within the redevelopment project area of the Northwest Redevelopment Project Area described as: Lots No.s I through 38 Subdivision Tract Map No. 13822 ( the "Phase II Site"); and WHEREAS, the City of San Bernardino (the "City") acquired the Phase II Sites from 18 Dukes-Dukes and Associates, which said agreement was cancelled following the approval of an "Agreement for Relinquishment of Rights and Forgiveness of Obligations" (the "Relinquishment Agreement") dated as of February 21, 1994 by and between Dukes-Dukes and Associates and the Agency; and WHEREAS, subsequent to the Relinquishment Agreement, the Agency entered into a an Exclusive Right to Negotiate for Property Acquisition and Redevelopment Assistance on February 1,1999, and thereafter, the Disposition and Development Agreement (the "DDA") wit Century Crowell Communities, L. P., a California limited partnership (the "Developer") on July 19, 1999, and as subsequently amended on December 4,2000, (the "Amendment No.1") for development of Phase I consisting of twenty four (24) single family homes under certain terms and conditions, the said Amendment No.1 contemplated that the Developer would have an 19 20 21 22 23 24 25 -1- e 5 6 7 8 9 10 11 12 13 e 14 15 16 e 2 3 4 option, but under no obligation to purchase the Phase II Sites from the Agency, under certain negotiated terms and conditions between the Agency and Developer; and WHEREAS, the Agency and Developer desire to amend the Agreement, (the Amendment No.2") to the Agreement; and WHEREAS, it is appropriate for the Commission to take the actions as it pertains to the Amendment No.2 and approve the Amendment No.2 as set forth in this Resolution. NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. On January 7, 2002, Commission conducted a full and fair joint public hearing with the Mayor and Common Council of the City of San Bernardino relating to the disposition and redevelopment of the Phase II Sites by the Developer pursuant to the terms and conditions of the Amendment No.2. The minutes ofthe Agency Secretary for the January 7, 2002 meeting ofthe Commission shall include a record of all communication and testimony submitted to the Commission by interested persons relating to the joint public hearing, the 33433 Summary Report and the approval of the Amendment No.2. Section 2. A copy of the Amendment No.2 in the form submitted at the joint public hearing is on file with the Agency Secretary. The Commission hereby finds and determines as follows: 17 18 19 20 21 22 23 24 25 (I) the disposition and redevelopment of the Phase II Sites by the Developer in accordance with the Amendment No.2 is consistent with the Redevelopment Plan for the Northwest Redevelopment Project Area and the Agency Implementation Plan; the terms and conditions of the Agreement contain assurances that the Phase II Sites will be redeveloped for affordable single family residential dwelling purp6ses as permitted under the Redevelopment Plan; (2) -2- e 2 3 4 5 6 7 8 9 10 11 12 13 e 14 15 16 17 18 19 20 21 22 23 24 25 e (3) the purchase price for the Sites payable by the Developer to the Agency, subject to the satisfaction of the terms and conditions of the Agreement, is an amount which the Commission declares to be fair market value, and the disposition of the Phase II Sites on the terms set forth in the Amendment No.2 shall materially benefit and sustain the implementation of the Redevelopment Plan and assist the community to increase the supply of affordable single family residential dwelling units available to persons and households of a low and moderate income. Section 3. The Commission hereby finds and determines that no further environmental review by the Agency of the disposition and redevelopment of the Phase II Sites of the Developer pursuant to the terms and conditions of the Amendment No.2 is necessary at this time under the California Environmental Quality Act (CEQA), as amended, in light of following facts: (I) the final subdivision Tract Map 13822 for the Phase II Sites have previously been recorded and the redevelopment of the Phase II Sites by the Developer pursuant to the Amendment No.2 will not require any revisions or changes in the approved subdivision tract maps for the Phase II Sites; and (2) the redevelopment of the Phase II Sites by the Developer pursuant to the Amendment No.2 does not involve any new significant increase in the severity of previously identified environment effects which were not previously considered as part of the approval of the subdivision tract maps for the Phase II Sites; and (3) the Phase II Sites are situated in the redevelopment project area of the Northwest Redevelopment Project and by virtue of the facts set forth in subparagraph (I) and (2)above, pursuant to the provisions of Title 14, California Code of Regulation Section 15180, no further review ofthe potential effect of the redevelopment ofthe Phase II Sites in accordance with the Amendment No.2 is required at this time under CEQA and the final EIR for the Northwest Redevelopment Project Area. Section 4. The Commission hereby approves, receives and files the 33433 Report and the Amendment No.2 in the form as submitted at this joint public hearing. Section 5. The Commission hereby approves the disposition of the Phase II Sites to -3- e 11 12 13 e 14 15 16 17 18 19 2 3 4 5 6 7 8 9 10 the Developer on the terms set forth in the Amendment No.2. The Chair of Commission and the Executive Director are hereby authorized and directed to execute the Amendment No.2 on behalf of the Agency together with such technical and conforming changes as may be recommended by the Executive Director and approved by the Agency Counsel. The signatures of the Chair of the Commission and the Executive Director on the Amendment No.2 shall provide conclusive evidence that the Amendment No.2 has taken effect. In the event that the Amendment No.2 may not be fully executed by the parties for any reason within sixty (60) days following the date of adoption, of this Resolution, the authorization granted to the Chair of the Commission and the Executive Director to execute the Amendment No.2 on behalf of the Agency shall be of no further force or effect. Section 6. Provided that the Amendment No.2 has been fully executed by the parties within the period of tine set forth in Section 5 of this Resolution, the Executive Director of the Agency is hereby authorized and directed to take all actions set forth in the Amendment No.2 on behalf of the Agency to close the escrow transaction described therein. The Chair of the Commission and the Executive Director are further authorized and directed to execute an acknowledgement of acceptance of transfer of title of the Phase II Sites from the City pursuant to the Resolution of the Mayor and Common Council of even date herewith, and to execute the final form of the Agency Grant Deed transferring title in the Phase II Sites from the Agency to the Developer upon satisfaction of the applicable conditions for the close of the escrow set forth 20 in the Amendment No.2. 21 IIII 22 IIII 23 1/// 24 IIII 25 IIII e -4- . 25 26 27 .28 I 2 3 4 5 6 7 8 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE AGENCY CHAIRPERSON, OR ITS DESIGNEE, TO EXECUTE AN AMENDMENT ("AMENDMENT NO.2") TO THE THAT CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT DATED JULY 19, 1999, (THE "DDA") AND SUBSEQUENTLY AMENDED ON DECEMBER 4, 2000, BY AND BETWEEN THE REDEVELOPMENT AGENCY AND CENTURY CROWELL COMMUNITIES L.P., ("DEVELOPER") _ DEVELOPMENT OF 38 PARCELS LOCATED WITHIN THE NORTHWEST REDEVELOPMENT PROJECT AREA I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a 22 23 meeting thereof, held Judith Valles, Chairperson Community Developers Commission 24 Approved as t ~ By: . -5- /. e 2 3 4 5 6 7 8 9 10 II 12 13 e 14 15 16 17 25 e fr -''07 . ~; \::J u-~ 11 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO (1) ACKNOWLEDGING RECEIPT OF A SUMMARY REPORT RELATING TO THE PROPOSED AMENDMENT NO.2 TO THAT CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT DATED JULY 19, 1999 AND SUBSEQUENTLY AMENDED ON DECEMBER 4, 2000, BY AND BETWEEN THE AGENCY AND CENTURY CROWELL COMMUNITIES, L.P., ("DEVELOPER"), AND (2) AUTHORIZING THE SALE BY THE REDEVELOPMENT AGENCY OF THE 38 PARCELS LOCATED AT THE NORTHEAST CORNER OF CALIFORNIA AND 16TH STREETS TO THE DEVELOPER- NORTHWEST REDEVELOPMENT PROJECT AREA WHEREAS, the Redevelopment Agency of the City of San Bernardino ( the "Agency") owns or has a beneficial interest in certain subdivided lands referred to in this Resolution collectively as the "Sites" which are situated within the redevelopment project area of the Northwest Redevelopment Project Area described as: Lots No.s I through 38 Subdivision Tract Map No. 13822 ( the "Phase II Site") ; and WHEREAS, the City of San Bernardino (the "City") acquired the Phase II Sites from 18 Dukes-Dukes and Associates, which said agreement was cancelled following the approval of an "Agreement for Relinquishment of Rights and Forgiveness of Obligations" (the "Relinquishment Agreement") dated as of February 21, 1994 by and between Dukes-Dukes and Associates and the Agency; and WHEREAS, subsequent to the Relinquishment Agreement, the Agency entered into a an Exclusive Right to Negotiate for Property Acquisition and Redevelopment Assistance on February I, 1999, and thereafter, the Disposition and Development Agreement (the "DDA") wit Century Crowell Communities, L. P., a California limited partnership (the "Developer") on July 19, 1999, and as subsequently amended on December 4,2000, (the "Amendment No.1") for development of Phase I consisting of twenty four (24) single family homes under certain terms and conditions, of and said Amendment No.1 contemplated that the Developer would have an 19 20 21 22 23 24 -1- e 2 3 4 5 6 7 8 9 10 11 12 13 e 14 15 16 e 17 18 19 20 21 22 23 24 25 option, but under no obligation to purchase the Phase II Sites from the Agency, under certain negotiated terms and conditions between the Agency and Developer; and WHEREAS, the Agency and Developer desire to amend the prior Agreements to include the sale of the Phase II Sites to the Developer and the parties have prepared and agreed upon the amendment to the prior Agreements (the" Amendment No.2"); and WHEREAS, it is appropriate for the Mayor and Common Council to take the actions with respect to the 33433 Report and the Amendment No.2 and to formalize the transfer of the legal title in the Phase II Site from the Agency for disposition and redevelopment pursuant to the DDA, the Amendment No.1 and No.2 subject to the conditions set forth in this Resolution. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. On January 7, 2002, the Mayor and Common Council conducted a full and fair joint public hearing with the Community Development Commission of the City of San Bernardino relating to the disposition and redevelopment of the Phase II Sites by the Developer pursuant to the terms and conditions of the Amendment No.2. The minutes of the City Clerk shall include a record of all communication and testimony submitted to the Mayor and Common Council by interested persons relating to the joint public hearing, the 33433 Summary Report and the approval of the Amendment No.2. Section 2. This Resolution is adopted in order to satisfy the provisions of Health and Safety Code Section 33433 as it relates to the disposition and sale of the Phase II Sites by the Agency to the Developer on the terms and conditions set forth in the Amendment No.2. A copy of the Amendment No.2 in the form submitted at the joint public hearing is on file with the Agency Secretary. The Mayor and Common Council hereby find and determine as follows: (I) the disposition and redevelopment of the Phase II Sites by the Developer is consistent with the Redevelopment Plan for the Northwest Redevelopment Projec Area, the Agency Implementation Plan and the City's Consolidated Plan; -2- e 2 3 4 5 6 7 8 9 10 11 12 13 e 14 15 16 17 18 19 20 21 e (2) the terms and conditions of the Amendment No.2 contain sufficient assurances that the Phase II Sites will be redeveloped for affordable single family residential dwelling purposes as permitted under the redevelopment plan; (3) the purchase price for the Phase II Sites payable by the Developer to the Agency, subject to the satisfaction of the terms and conditions of the Amendment No.2, is an amount which the Community Development Commission has determined to be fair market value, and the redevelopment of the Phase II Sites, shall materially benefit and sustain the implementation of the redevelopment plan and assist the community on increasing the supply of affordable single family residential housing for low and moderate income households. Section 3. The Mayor and Common Council hereby find and determine that no further environmental review of the disposition and redevelopment of the Phase II Sites pursuant to the Amendment No.2 is necessary at this time under the California Environmental Quality Act (CEQA), as amended, in light of following facts: (I) the final subdivision Tract Map 13822 for the Phase II Sites have been previously recorded and the development contemplated pursuant to Amendment No.2 will not require any major changes in the approved subdivision map (2) the Phase II Sites are situated in the redevelopment project of the Northwest Redevelopment Project and by virtue of the facts set forth in subparagraph (I) above, pursuant to the provisions of Title 14, California Code of regulation Section 15180, no further review of the potential effect of the redevelopment of the Phase II Sites in accordance with the Amendment No.2 is required at this time under CEQA and the final EIR for the Northwest Redevelopment Project Area. Section 4. The Mayor and Common Council hereby approved, receive and file the 33433 Summary Report and the Amendment No.2 in the form as submitted at this joint public 22 hearing. 23 Section S. The Mayor and Common Council hereby approve the disposition of the 24 . Phase II Sites by the Agency to the Developer as set forth in the Amendment No.2. 25 -3- e 2 3 4 5 Section 6. Subject to the satisfaction by the Developer and the Agency of the conditions precedent for the close of escrow transaction as set forth in the Amendment No.2, the Mayor and the City Clerk are hereby authorized and directed to executed the appropriate form of a quitclaim deed which transfers all of the right, title and interest of the City in the Phase II Sites to the Agency concurrently upon the close of such escrow transaction, if necessary. 6 IIII 7 IIII 8 IIII 9 IIII 10 IIII II IIII 12 IIII 13 IIII e 14 IIII 15 IIII 16 IIII 17 IIII 18 IIII 19 IIII 20 IIII 21 IIII 22 IIII 23 IIII 24 1/// 25 e -4- . 2 3 4 5 6 7 8 9 10 11 12 . 13 14 15 16 17 18 19 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO (1) ACKNOWLEDGING RECEIPT OF A SUMMARY REPORT RELATING TO THE PROPOSED AMENDMENT NO.2 TO THAT CERTAIN DISPOSITION AND DEVELOPMENT AGREEMENT DATED JULY 19, 1999 AND SUBSEQUENTLY AMENDED ON DECEMBER 4, 2000, BY AND BETWEEN THE AGENCY AND CENTURY CROWELL COMMUNITIES, L.P., ("DEVELOPER"), AND (2) AUTHORIZING THE SALE BY THE REDEVELOPMENT AGENCY OF THE 38 PARCELS LOCATED AT THE NORTHEAST CORNER OF CALIFORNIA AND 16TH STREETS TO THE DEVELOPER- NORTHWEST REDEVELOPMENT PROJECT AREA I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council ofthe City of San Bernardino at a meeting thereof, held on the day of , 2002, by the following vote to wit: Council Members: Aves Navs Abstain Absent ESTRADA LIEN MCGINNIS SCHNETZ SUAREZ ANDERSON MC CAMMACK Rachel G. Clark 20 The foregoing resolution is hereby approved this day of ,2002. 21 22 23 Judith Valles, Mayor City of San Bernardino Approved as to form and Legal Content: 24 . 2~ By: ~A +- - () e-,~____ . (Jty Attorney -5- .,/) ~1i~7 B j /7/tI/ e e e RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 201 North "E" Street, Suite 301 San Bernardino, California 92401 (Space Above Line for Use By Recorder) SECOND AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT ('AMENDMENT NO.2) BY AND BETWEEN REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND CENTURY CROWELL COMMUNITIES, L.P. a California Limited Partnership JANUARY 7, 2002 P:\Amend NO 2 DDA-CENTURY HOMES.doc e e e TABLE OF CONTENTS Paqe TERMS AND CONDITIONS .............................. . . . . . . . . . . . . . 1 Section 1.01. Purpose of Agreement ..................... . . . . . . . 1 Section 1.02. The Site........................... . . . . . . . . . . . . . 2 Section 1.03. Parties to the Agreement........................ 2 Section 1.04. prohibition Against Change in Ownership, Management and Control of Developer and Assignment of Agreement ......................... 2 Section 1.05. Benefit to Project Areas ........... .............4 ARTICLE II DISPOSITION OF SITE ...................................... 4 Section 2.01. Purchase and Sale of the Site ...................4 Section 2.01.2. Additional Consideration............... .......4 Section 2.01.3 Definition of Purchase Price.................... 6 Section 2.02. Payment of Purchase Price; Application or Return of Deposit...................................... 6 Section 2.03. Opening and Closing of Escrow................... 9 Section 2.04. Escrow Instructions................... .........10 Section 2.05. Conveyance of Title............................ 11 Section 2.06. Additional Closing Obligations of Agency....... 12 Section 2.07. Closing Obligations of Developer ... ............ 13 Section 2.08. Inspections and Review......................... 13 Section 2.09. Due Diligence Investigation of the Site ........16 Section 2.10. Due Diligence Approval Certificate............. 17 Section 2.11. Books and Records.............................. 17 - i - EBEO/0001/DOC/001-l 11/15/00 200 jmm e e e Section 2.12. Condition of the Site; Developer's Release.... 17 Section 2.13. Review and Approval of Condition of Title by the Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 2.14. Survey......................................... 20 Section 2.15. Extension of Due Diligence Period ..... .... ..... 21 Section 2.16. Developer's Conditions Precedent ...... ... ...... 21 Section 2.17. The Agency's Conditions Precedent .. ............ 22 Section 2.18. Delivery of Documents and Purchase Price After Closing Date by Escrow Holder.................. 23 Section 2.19. Satisfaction of Conditions ............ ...... ... 23 Section 2.20. Termination.................................... 23 Section 2.21. Prorations, Closing Costs, Possession ..........24 Section 2.22. BREACH OF ARTICLE II BY THE AGENCY; LIQUIDATED DAMAGES PAYABLE BY THE AGENCY TO THE DEVELOPER . 26 Section 2.23. BREACH BY THE DEVELOPER OF ARTICLE II; LIQUIDATED DAMAGES PAYABLE BY THE DEVELOPER TO THE AGENCY . 27 Section 2.24. Representations and Warranties ..... ... ... ...... 27 Section 2.25. Damage, Destruction and Condemnation ..... ...... 31 ARTICLE III DEVELOPMENT OF THE SITE....... . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 3.01. Development by Developer. . . . . . . . . . . . . . . . . . . . . . . 31 Section 3.02. [RESERVED - - NO TEXT] .......................... 39 Section 3.03. Taxes, Assessments, Encumbrances and Liens .....39 Section 3.04. prohibition Against Transfer....... . . . . . . . . . . . . 39 Section 3.05. Security Financing; Right of Holders ..... ......40 - ii - SBEO/0001/OOC/001-l 11/15/00 200 jmm e Section 3.06. Right of the Agency to Satisfy Other Liens on the Site after Conveyance of Title .................44 Section 3.07. Certificates of Completion..................... 44 ARTICLE IV USE OF THE SITE........................... . . . . . . . . . . . . . . . 45 Section 4.01. Uses........................................... 45 Section 4.02. Maintenance of the Site ........................46 Section 4.03. Obligation to Refrain from Discrimination ......47 Section 4.04. Form of Nondiscrimination and Nonsegregation Clauses ........................................ 47 Section 4.05. Effect and Duration of Covenants ...... ......... 48 ARTICLE V DEFAULTS, REMEDIES AND TERMINATION.. .................. ... 49 Section 5.01. Defaults - General............................. 49 e Section 5.02. Section 5.03. Section 5.04. Section 5.05. Legal Actions ......................... . . . . . . . . . 50 Rights and Remedies are Cumulative .............50 Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Specific Performance........................... 50 Section 5.06. Agency Rights of Termination Following Close of Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 5.07. Right to Reenter, Repossess and Revest ...... ... 52 ARTICLE VI GENERAL PROVISIONS ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Section 6.01. Notices, Demands and Communications Between the Parties ............................... . . . . . . . . . 54 Section 6.02.' -Conflict of Interest........................... 55 e Section 6.03. Warranty Against Payment of Consideration for Agreement .......................... . . . . . . . . . . . . 55 - Hi - SBEO/0001/DOC/001-l 11/15/00 200 jrnm e e e Section 6.04. Nonliability of Agency Officials and Employees 55 Section 6.05. Enforced Delay: Extension of Time of Performance Section 6.06. Inspection of Books and Records ................57 Section 6.07. Approvals...................................... 57 Section 6.08. Real Estate Commissions ........................57 Section 6.09. Indemnification ......... .......................57 Section 6.10. Release of Developer from Liability... ......... 57 Section 6.11. Attorneys' Fees ....................... . . . . . . . . . 58 Section 6.12. Effect......................................... 58 ARTICLE VII ENTIRE AGREEMENT, WAIVERS AND AMENDMENT. . . . . . . . . . . . . . . . . .58 Section 7.01. Entire Agreement ...............................58 ARTICLE VIII TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY AND RECORDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 8.01. Execution and Recordation...................... 59 EXHIBIT "A" LEGAL DESCRIPTION SITE....... ....................................... . Exh. "All EXHIBIT "B" AGENCY GRANT DEEDS I AND II..... ...... ............ . Exh. "B" EXHIBIT "c" SCOPE OF DEVELOPMENT ................................................... Exh. "c" EXHIBIT "D" SCHEDULE OF PERFORMANCE ................................................... Exh. "D" - iv - SBE0/0001/DOC/001-1 11/15/00 200 jmm e e e EXHIBIT "F" CERTIFICATE OF COMPLETION .. ................... ................... . ...... Exh. IIFlI - 1 EXHIBIT "G" COMMUNITY REDEVELOPMENT HOUSING AFFORDABILITY COVENANTS AND RESTRICTIONS ..................... Exh. "GII - 1 - V - SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e THIS SECOND AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (this "AMENDMENT NO.2") is entered into as of JANUARY 7TH, 2002, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body corporate and politic (the "Agency") and CENTURY CROWELL COMMUNITIES, LP, a California limited partnership (the "Developer"). RECITALS . A. WHEREAS, the Agency and the Developer entered into the original Disposition and Development Agreement (the "Original DDA") on July 19, 1999; and as subsequently amended on December 4, 2000, ( the "Amendment No.1"); B. WHEREAS, the Agency and the Developer now desire to enter into this Amendment No.2 in order to amend their respective rights, duties and obligations and to set forth new or additional terms and conditions to the Original DDA and Amendment No. 1 and to enable the development of the second phase of the Project, development of thirty-eight (38)single family homes; and C. WHEREAS, and supersede entirety. this Amendment No.2 the Original DDA shall, upon execution, and Amendment No. 1 amend in its NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE AGENCY AND THE DEVELOPER HEREBY AGREE AS FOLLOWS: TERMS AND CONDITIONS Section 1.01. Purpose of Agreement. The purpose of this Amendment No.2 is to effectuate various redevelopment plans of the Agency by making available affordable housing for low- and moderate-income homebuyers and to cause the residential development of a single family housing tract (the "Site"). The Site is situated within the redevelopment project area of the Northwest Redevelopment proj ect in the City of San Bernardino, California (the "City"). A legal description of the Site is attached hereto as Exhibit "A" and incorporated herein by this reference. The development of the Site pursuant to this Amendment No.2 is in the vital and best interests of the City and the health, safety and welfare of its residents, and in 1 SBEO/0001/DOC/001-1 11/15/00 200 jrnm e e e accord with the public purposes and provisions of applicable state and local laws. The Agency has determined that the development and uses contemplated by this Amendment No. 2 wi 11 benefit the low- and moderate-income housing needs of the Ci ty as well as the various redevelopment proj ect areas of the City. Section 1.02. The Site. The Site, which is designated as Subdivision Tract Map No. 13822, consists of a total of THIRTY - EIGHT subdivided lots (each lot in the Si te, shall be referred to hereafter as a "Site Lot"). Promptly following the purchase of the Site from the Agency, the Developer shall undertake the development, improvement, marketing and sale of single-family detached residential homes on each Site Lot. The provisions of this Amendment No.2 are applicable to the Site in its entirety. The Legal Description of the Site is attached hereto as Exhibit "A". Section 1.03. Parties to the Aqreement. (a) The Aqency. The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California (Health and Safety Code Section 33020, et ~.) The principal office of the Agency is located at 201 North "E" Street, Suite 301, San Bernardino, California 92401. (b) The Developer. The Developer Communities, L.P., a California limited principal office and mailing address of purposes of this Restated Agreement is: 1535 Suite 200, San Bernardino, California 92408. is Century Crowell partnership. The the Developer for South "D" Street, 2 SBEO/0001/DOC/001-l 11/15/00 200 jmm e e e Section 1.04. Prohibition Against Change in Ownership, Management and Control of Developer and Assignment of Agreement. The qualifications and identity of the Developer are of particular concern to the Agency. It is because of those qualifications and identity that the Agency has entered into this Restated Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Amendment No.2 except as expressly set forth herein. Except as set forth in Section 3.04, the Developer shall not assign all or any part of this Amendment No.2 Agreement or any rights hereunder prior to the issuance of the final Certificate of Completion without the prior written approval of the Agency Executive Director, which approval shall not be unreasonably withheld or delayed. The Developer shall promptly notify the Agency in writing of any material change in the identity of the parties either comprising or in control of the Developer, as well as any and all changes in the interest or the degree of control of the Developer by any such party, of which information the Developer or any of its partners or officers has been notified or may otherwise have knowledge or information. This Amendment No.2 may be terminated by the Agency prior to the Close of the Escrow as set forth in Section 2.03 if there is any material change, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the Agency prior to the time of such change or the Agency may seek other appropriate relief in the event that at any time following the Close of Escrow and prior to issuance of the final Certificate of Completion such a material change in the ownership, or control of the Developer occurs with respect to the Site; provided, however, that (A) the Agency shall first notify the Developer in writing of its intention to terminate this Amendment No.2 Agreement or assert any other such remedy, and (8) the Developer shall have twenty (20) calendar days following its receipt of such written notice to commence and thereafter diligently and continuously proceed wi th the cure of the default of the Developer hereunder and submit evidence of the initiation of satisfactory completion of such cure to the Agency in a form and substance deemed satisfactory to the Agency, in its reasonable discretion. 3 SBEO/0001/DOC/001-1 11/15/00 200 jrnm e e e For the purpose of this Section 1.04 the words "material change" refer to any total or partial sale, assignment, or conveyance, or any trust power or any transfer in any other mode or form by the Developer of more than a forty- nine percent (49%) interest of the ownership of the Developer, and/or a series of such sales, assignments or conveyances which in the aggregate exceed a disposition or change of more than a forty-nine percent (49%) interest of the ownership of the Developer. Section 1.05. Benefit to proj ect Areas. The Agency has determined that the disposition and development of the Site to Developer in accordance with this Amendment No.2 will eliminate blight and provide needed low- and moderate-income housing to the Northwest Redevelopment Proj ect Area as well as to areas in proximity thereto, which housing is needed due to the insufficiency of new affordable housing within the City generally. ARTICLE II DISPOSITION OF SITE Section 2.01. Purchase and Sale of the Site. Subject to all of the terms, conditions and provisions of this Agreement, and for the consideration of the Purchase Price for the Site as herein set forth, the Agency hereby agrees to sell and the Developer hereby agrees to purchase all of the rights, ti tIe and interest of the Agency in the Site as more fully described in Exhibit "A," subject to the conditions and limitations as set forth in said Exhibit "A. Section 2.01.2. Additional Consideration (a) Assiqnment of Sewer Capacity Rights: As part of consideration for the purchase and sale of the Site, the Agency shall have the option, but under no obligation, to transfer at Close of Escrow, all of its rights title and interest in any prepaid sewer and water capacity fees it owns for the Site and or other such prepaid utility fees, (hereinafter "Prepaid Fees"), up to a guaranteed amount of ONE HUNDRED FORTY FOUR THOUSAND, FOUR HUNDRED DOLLARS ($144,400). Should the Agency choose to transfer such Prepaid Fees to the Developer, then Agency's financial contribution to the Project, as further described in (b) below, in the amount of not too exceed $710,400 4 SBEO/0001/OOC/001-l 11/15/00 200 jrnm e e e will be decreased accordingly. Should Escrow fail to Close, or should this Agreement otherwise be terminated prior to Close of Escrow, or should Agency reacquire the Site after Close of Escrow pursuant to Developer's default under this Agreement (as hereinafter defined), then all such rights, title and interest in the Prepaid Fees shall automatically revert back the Agency upon such reacquisition by Agency. (b) Aqency financial Assistance for Infrastructure Improvements ( the "Assistance") and Sharinq of Developer Profit In order to facilitate the development of the Project as provided in Exhibit "CO, Scope of Development, the Agency agrees to contribute the sum of not to exceed $710,400 to the Developer for the construction of necessary off-site and on site improvements ( the "Improvements"). The Improvements shall include, but not limited to: sewers, storm drains, utilities, grading, paving, sidewalks, curbs, gutter, etc. Should the Agency contribute any Prepaid Fees to the Developer for development of the Site, then the Agency's contribution of $710,400 will be adjusted or decreased accordingly. The Developer will be required to construct the Improvements, and upon completion of said Improvements, the Developer will submit evidence satisfactory to the Agency that said costs associated with the Improvements have been paid by the Developer and the Agency will reimburse the Developer upon such evidence of the Improvements being constructed and paid for. The Assistance is based on the representation that the Developer has prepared such Development Proforma illustrating that the Project necessitates at least $850,000 of infrastructure Improvements. It is further agreed that upon completion of the Project, the Developer shall be entitled to a profit of not more than 3% of the total Net Sales Revenue. The Developer and Agency agree, that in consideration of the Agency's Assistance to the Project, the Developer and Agency shall share equally the surplus cash flow above the payment of the Developer profit of 3%. (c) Mortqaqe Assistance Proqram. As part of the consideration for the purchase and sale of the Site, the Agency hereby further agrees to allow the Developer's buyers the right to access the balance of the mortgage assistance funds remaining 5 SBEO/0001/DOC/001-l 11/15/00 200 jmm e e e from the Phase I development, to provide financing assistance to Qualified Home Buyers (as that term is hereinafter defined) pursuant to a Mortgage Assistance Program ("MAP") that provides financing for downpayment or closing costs for homes purchased at the Site in an amount up to 10% of the purchase price for each home electing to participate in MAP. The maximum aggregated sum of One Hundred Sixty Six Thousand Dollars ($166,000) will be available for the Developer's homebuyer's, and at financing rates and under further terms to be specified by the Agency. Section 2.01.3 Purchase Price for the Site. The Agency agrees to sell the Site and the Developer agrees to purchase the Site in an AS IS CONDITION and at the FAIR MARKET VALUE OF ONE HUNDRED THOUSAND DOLLARS ($100,000) in United States currency (the "Site Purchase Price"). Section 2.02. Payment of Purchase Price; Application or Return of Deposit. (a) As of the date of this Agreement, the Developer has deposited the sum of Twenty Five Thousand Dollars ($25,000.00) (the "Deposit") with First American Title Insurance Company ("Escrow Holder") , Escrow # As of 2001, the Deposit has been placed into an interest-bearing escrow account with the interest thereon to accrue to the benefit of the Developer. At the Close of Escrow (as hereinafter defined), the Deposit, together with all interest earned thereon, less costs of closing payable by Developer, shall be applied to the site Purchase Price, or as further provided for under this Amendment No.2. (b) Payment of Purchase Price. The Site Purchase Price shall be payable to the Agency at the close of Escrow. In addition to the Site Purchase Price, the Developer shall pay to the Agency a portion of the Net Profits upon sale of the entire Site ( "Profit of the Developer") pursuant to Section The Profit of the Developer shall be due and payable to the Agency within thirty (30) days following the earlier date of: (A) the close of the last New Home Escrow for the sale of all of the completed New Homes in the Site; or 6 SBEO/0001/00C/001-1 11/15/00 200 jmm e e e (B) the sale, transfer, assignment or other hypothecation of the interest of the Developer in all of the Site Lots to a third party, other than to New Homeowners or except for a permitted construction-related financing authorized by Section 3.04. "Profit of the Developer" means and refers to the gross amount realized by the Developer upon the sale or transfer of its interest in the original OOA or this Amendment No.2 or in the Site, after deducting the Project Costs incurred during the course of the acquisition and development of the Site. "Project Costs" means and refers to the aggregate of the following customary and commercially reasonable costs incurred by the Developer in connection with the acquisition and development of the Site: (A) the Purchase Price of the Site payable to the Agency; (B) the cost of Site preparation; (C) architectural,engineering, legal, accounting, consul ting, and other fees paid in connection with the planning, execution and financing of the project on the Site including the cost of furnishing one or more models of the model homes to be constructed at the Site; (0) the costs of surveys, plans (C) above; other necessary studies, and permits not included in (E) the cost of insurance, interest and financing for the construction of the New Homes, surety and completion bonds, property taxes, and special assessment costs incurred during the course of construction of the project on the Site; (F) the cost of construction of the New Homes on the Site; 7 SBEO/OOOI/DOC/OOl-l 11/15/00 200 jmm e (G) the cost of all other improvements to the Site including landscaping, fencing, site preparation and the installation of streets, sewers, utilities, and other off-site improvements incurred by Developer; (H) indirect costs of the construction of the New cost of a construction construction security services; Developer for the Homes, including the superintendent, and by private patrol (I) New Home sales marketing and advertising costs and the cost payable by the Developer as escrow costs, fees and charges upon the sale of each New Home to a Home Buyer plus real estate sales commissions paid by the Developer to third party real estate brokers at the time of sale of each New Home; e (J) A developer fee payable to the Developer of five percent (5%) of the gross selling price of each completed New Home. (c) From and after the Close of Escrow until the Contingent Interest Fees are paid in full, the Developer shall provide the Agency with the following financial reports relating to the Site: (i) within forty-five (45) days of the end of each calendar quarter and upon the request of the Agency, a report on the status of the project at the Site, which shall include, at a minimum, the trial balance, general ledger, cash receipt journal, cash disbursements journal, sales journal, job cost summary compared with the proj ect pro- forma, bank statement, and quarterly profit and loss statement, and schedule of cash flows and a weekly sales report for New Homes, as applicable; and e (ii) wi thin one hundred twenty (120) days after the end of each fiscal year, an annual un- audited financial statement, prepared by the Developer for the project at the Site, or, 8 SBEO/0001/DOC/001-l 11/15/00 200 jrnm e e e if obtained by the Developer, an audited financial statement. (d) The Developer shall provide the Agency with a suitably detailed written accounting prepared in accordance with generally-accepted accounting principals of the amount which is due and payable to the Agency pursuant to this Amendment No.2. The Agency shall have the right to inspect the business and final records of the Developer as related to these calculations and verification of the amount of the Contingent Interest Fee as may be payable to the Agency, if any. The Developer shall provide the Agency (and its auditors or accountants) with access to such business records upon reasonable prior notice from the Agency. (e) In the event that (i) the Agency or the Developer terminates this Amendment No.2 pursuant to Section ; or (ii) the Developer does not deliver its Due Diligence Approval Certificate (as hereinafter defined) to the Escrow Holder pursuant to Section and this Amendment No.2 is terminated; or (iii) the Developer's conditions precedent to the Close of Escrow described in Section are not satisfied (unless satisfaction has been waived by the Developer) and this Amendment No.2 is terminated; or (iv) either the Site suffers damage prior to the Close of Escrow, or an action of eminent domain is commenced by a governmental entity with respect to the Site prior to the Close of Escrow, and the Developer elects to terminate this Amendment No.2 pursuant to Section then the Deposi t (less an amount equal to the customary and reasonable escrow cancellation charges of the Escrow Holder) shall be returned to the Developer. Section 2.03. Opening and Closing of Escrow. (a) The transfer and sale of the Site shall take place through Escrow # (the ftEscrow") to be administered by First American Ti tIe Insurance Company: Escrow Department or such other escrow or title insurance company mutually agreed upon by the Developer and the Agency (the ftEscrow Holder") Notwithstanding the actual date of the opening of the Escrow, the Escrow shall be deemed open (ftOpening of Escrow") upon delivery of a fully executed copy of this Amendment No.2 to the Escrow Holder. The Escrow Holder shall promptly confirm to the parties the escrow number and the title insurance order number assigned to the Escrow. 9 SBEO/0001/DOC/001-1 11/15/00 200 jrnrn e e e (b) In the event that the Developer has not delivered its Due Diligence Approval Certificate to the Agency and the Escrow Holder within thirty (30) days from the Opening of Escrow for any reason, then in such event this Agreement shall terminate upon written notice to the Escrow Holder from either the Agency or the Developer, whereupon the Deposit shall be returned by the Escrow Holder to the Developer (less an amount equal to the customary and reasonable escrow cancellation charges payable to the Escrow Holder) without further or separate instruction to the Escrow Holder, and the parties shall each be relieved and discharged from all further responsibility or liability under this Amendment No.2. (c) Provided that the Developer has delivered its Due Diligence Approval Certificate within the period of time authorized in Section 2.03(b), then the Closing Date of the Escrow shall occur within sixty (60) days thereafter, subject to the provisions of Section 2.16 and Section 2.17. The words "Close of Escrow," "Closing Date" and "Closing" shall mean and refer to the date when the Escrow Holder is in receipt of all necessary documents and the Escrow Holder is in a position to comply with the final written instructions of the parties and cause the Agency Grant Deeds for the Site to be recorded and the policy of insurance for the Site and Sales Office to be delivered to the Developer. (d) The parties mutually covenant and agree to execute all necessary or appropriate written Escrow instructions as may be requested by the Escrow Holder. The Developer shall be solely responsible for the payment of the escrow cancellation costs of the Escrow Holder in any such event. Section 2.04. Escrow Instructions. This Amendent No.2 also constitutes escrow instructions of the parties to the Escrow Holder. Additionally, the Developer and the Agency each agree to execute the customary supplemental escrow instructions of the Escrow Holder in the form provided by the Escrow Holder to its clients in real property escrow transactions administered by it. In the event of a conflict between the additional terms of such customary supplemental escrow instructions of the Escrow Holder and the provisions of this Amendment No.2,shall supersede and be controlling. Upon any termination of this Amendment No.2 or cancellation of the Escrow, the Escrow Holder shall forthwith return all monies (as provided in this Amendment No.2) and documents, less only the Escrow Holder's customary and reasonable escrow cancellation fees and expenses, as set forth herein. 10 SBEO/0001/DOC/001-l 11/15/00 200 jrnm e e e Section 2.05. Conveyance of Title. On or before 12: 00 noon on the business day preceding the Closing Date, the Agency shall deliver to the Escrow Holder a grant deed for the Site in the forms attached hereto as Exhibit "C" (the "Agency Grant Deeds") duly executed and acknowledged by the Agency, which Agency Grant Deeds shall convey all of the right, title and interest of the Agency in the Site to the Developer as set forth in Section 2.01. The Escrow Holder shall be instructed to record the Agency Grant Deeds in the Official Records of San Bernardino County, California, if and when Escrow Holder holds the various instruments and funds for the accounts of the parties as set forth herein and can obtain for the Developer a CLTA owner's extended coverage policy of title insurance ("Title Policy") issued by Title Insurance Company or such other title insurance company mutually agreed upon by the parties ("Title Company") with liability in an amount equal to the Purchase Price together with such endorsements to the policy as may be reasonably requested by the Developer, insuring the following: With Respect to the Site: that the Site consists of a total of 38 lots pursuant to the Subdivision Map Act with fee ti tIe to the Site vested in the Developer (or the Developer's assignee or nominee) and subject only to: (1) non-delinquent real property taxes; (2) non-monetary title exceptions approved by the Developer pursuant to Section 2.13 below; (3) applicable provisions of the subdivision maps for the Site; (4) the provisions of the Agency Grant Deed for the Site; (5) the applicable provisions of this No.2; and Amendment (6) such other title from documents through Escrow. exceptions, if being recorded any, or resulting delivered Section 2.06. Additional Closing Obliqa tions of Agency. On or before 12: 00 noon on the business day preceding the Closing Date (unless indicated otherwise), the Agency shall 11 SBE0/0001/00C/001-1 11/15/00 200 jmm e e e deliver to the Escrow Holder (unless indicated to be delivered directly to the Developer) copies of the following documents and other items: (1) a certificate of non-foreign status (the "Non- Foreign Affidavit") executed by the Agency, in the customary form provided by the Escrow Holder, and a California Franchise Tax Board Form 590-RE executed by the Agency; (2) all soils, seismic, geologic, drainage, toxic waste and environmental reports, surveys, "as-buil t" plans and specifications, working drawings, grading plans, elevations and similar information with respect to the Site heretofore obtained by the Agency, if any, which the Agency has in its possession and/or control to the extent that originals of such items have not been delivered previously by the Agency to the Developer pursuant to Section 2.08 below; (3) Statement Agency; two (2) duplicate original copies of the Closing described in Section 2.21, duly executed by the (4) evidence of the existence, organization and authority of the Agency and of the authority of persons executing documents on behalf of the Agency reasonably satisfactory to the Escrow Holder and Title Company; and (5) any other documents, records required to be delivered terms of Amendment No.2 which delivered. instruments, funds and to the Developer under the have not been previously Section 2.07. Closinq Obligations of Developer. On or before 12: 00 noon on the business day preceding the Closing Date, the Developer shall deliver to the Escrow Holder copies of the following documents and other items: (1) an acknowledgment and Grant Deeds, duly executed Developer. acceptance of the Agency and acknowledged by the (2) two (2) duplicate original copies of the Closing Statement, duly executed by the Developer. 12 SBE010001/DOC/001-1 11/15/00 200 jmm e e e (3) evidence of the existence, organization and authority of the Developer and of the authority of persons executing documents on behalf of the Developer reasonably satisfactory to the Escrow Holder and the Title Company. (4) evidence of financing the scope of development pursuant to the provisions of this Amendment No.2, including but not limited to the financing of the necessary infrastructure. (5) any other documents, instruments or funds required to be delivered by the Developer under the terms of Amendment No.2 or as otherwise required by Escrow Holder or Title Company in order to close Escrow which have not previously been delivered. Section 2.08. Inspections and Review. (a) the execution correct and documents and Developer: Due Diligence Items. Within five (5) days after of this Agreement, the Agency shall deliver true, complete copies or originals of the following items (collectively, "Due Diligence Items") to the (i) copies of all soils, seismic, geologic, drainage, toxic waste, engineering, environmental and similar type reports and surveys (including, but not limited to, any Environmental Site Assessments of the Site), surveys, building grading plans, drawings (including "as-built" plans and specifications), schematics, blueprints and working drawings for the improvement of the Site or Sales Office, if any, in the possession or control of the Agency and correspondence relating thereto, if any, within the Agency's possession or control. (ii) notices of violations, including, but not limited to, zoning ordinances, development or building codes affecting the Site the Agency's possession or control. (iii) disclosure of any legal matters affecting the use or condition of the Site or the Sales Office within the knowledge of the Agency. Amendment following (b) Certain No.2, the meaning: this the Definitions. For terms set forth the below purpose of shall have (i) "environmental laws" means all local, or municipal laws, 13 state, orders, federal, rules, SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e SBEO/OOOl/DOC/OOl-l 11/15/00 200 jmm regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liabili ty of standards of conduct concerning any hazardous substance (as later defined) , or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Site), occupational or environmental conditions on, under, or about the Site or Sales Office, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 ("RCRA") [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act ("FWPCA") [33 USC Section 1251 et eq.]; the Toxic Substances Control Act ("TSCA") [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act ("HMTA") [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [H & S C Section 25288 et seq.]; the California Hazardous Substances Account Act [H & S C Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial 14 e e e hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Site or Sales Office, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. (ii) "hazardous substances" includes without limitation: those substances included within the definiteness of "hazardous substance," "hazardous waste," "hazardous material,H "toxic substance," "solid waste," or "pollutant or contaminateH in CERCLA, RCRA, TSCA, HMTA, or under any other environmental law; and those substances listed States Department of (DOT)Table [49 CFR 172.101], or any successor agency, substances [40 CFR Part 302J; in the United Transportation or by the EPA, as hazardous and other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under federal, state, or local laws or regulations; and any material, waste, or substance that is (1) a petroleum or refined petroleum product, (2) asbestos, (3) polychlorinated biphenyl, (4) designated as a hazardous substance pursuant to 33 USC Section 1321 or listed pursuant to 33 USC Section 1317, (5) a flammable explosive, or (6 ) a radioactive material. 15 SBEO/0001/DOC/001-1 11/15/00 200 jrnm e e e Section 2.09. Due Diligence Investigation of the Site (a) Within thirty (30) days from and after the Opening of Escrow, and subject to the extensions of time set forth below in Section 2.15, the Developer shall have the right to examine, inspect and investigate the Site (the "Due Diligence Period") to determine whether their condition is acceptable to the Developer in its sole and absolute discretion. (b) During the Due Diligence Period, the Agency shall permi t the Developer, its engineers, analysts, contractors and agents to conduct such physical inspections and testing of the Site as the Buyer deems prudent with respect to the physical condition of the Site, including the inspection or investigation of soil and subsurface soil geotechnical condition, drainage, seismic and other geological and topographical matters, and for purposes of surveying the potential presence of any hazardous substances, if any. Any such investigation work on the Site or Sales Office may be conducted by the Developer and/or its agents during any normal business hours upon seventy-two (72) hours prior notice to the Agency, which notice will include a description of any investigation work or tests to be conducted by the Developer on the Site. Upon the Agency's request, the Developer will provide the Agency with copies of any test results to the extent it is not contractually prohibited from doing so and further, to the extent that the delivery of such copies to the Agency shall impose no cost or other liability upon the Developer. During the Due Diligence Period, the Developer shall also have the right to investigate all matters relating to the zoning, use and compliance with other applicable laws which relate to the use and development and improvement of the Site. The Agency shall cooperate fully to assist the Developer in completing such inspections and investigations of the condition of the Site. The Agency shall have the right, but not the obligation, to accompany the Developer during such investigations and/or inspections. Section 2.10. Due Diligence Approval Certificate. Wi thin thirty (30) days following the Opening of Escrow, the Developer shall complete its investigation of the Site (subj ect to the extensions of time set forth in Section 2.15) and deliver a due diligence approval certificate signed by the Developer 16 SBE0/0001/DOC/001-1 11/15/00 200 jmm e e e (the "Due Diligence Approval Certificate") to the Escrow Holder which either: (i) indicates that the Developer condition of the Site or; accepts the (ii) contains a description of the matters or exceptions relating to the condition of the Site which the Developer was not able to accept or resolve to its satisfaction during the Due Diligence Period. Section 2.11. Books and Records. As part of the Developer's due diligence investigations during the Due Diligence Period, the Developer shall be afforded full opportunity by the Agency to examine all books and records which relate to the Site in the possession of the Agency and/or the Agency's agents or employees, including the reasonable right to make copies of such books and records. During the Due Diligence Period, the Agency will make sufficient staff available to assist the Developer with obtaining access to information relating to the Site which is in the possession or control of Agency. Section 2.12. Condition of the Site; Developer's Release. The Developer acknowledges and agrees that it shall be given a full opportunity under this Amendment No.2 to inspect and investigate every aspect of the Site during the Due Diligence Period. The Developer shall accept the delivery of title to the Site on the Close of Escrow in an "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition. The Developer further agrees and represents to the Agency that by a date no later than the end of the Due Diligence Period, the Developer shall have conducted and completed (or waived the completion) of all of its independent investigation of the condition of the Site which the Developer may believe to be indicated. The Developer hereby acknowledges that it shall rely solely upon its own investigation of the Site and its own review of such information and documentation as it deems appropriate for the purpose of accepting the condition and possession of the Site. The Developer is not relying on any statement or representation by the Agency relating to the condition of the Site unless such statement or representation is specifically contained in this Agreement. Without limiting the foregoing, the Agency makes no representations or warranties as to whether the Site presently comply with environmental laws or whether the Site contain any hazardous substance, as these terms are defined in Section 17 SBEO/OOOl/DOC/OOl-l 11/15/00 200 Jmm e e e 2.08 (b) hereof. Furthermore, to the extent that the Agency has provided the Developer with information relating to the condition of the Site, including information and reports prepared by or on behalf of the City of San Bernardino, the Agency makes no representation or warranty with respect to the accuracy, completeness or methodology or content of such reports or information. Without limiting the above, except to the extent covered by an express representation or warranty of the Agency set forth in this Amendment No.2, the Developer, on behalf of itself and its successors and assigns, waives and release the Agency and its successors and assigns from any and all demands, claims, legal or administrative proceedings, losses, liability, damages, penalties, fines, judgments, costs or expenses whatsoever (including, without limitation, attorneys' fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, arising from or relating to the physical condition of the Site or any law or regulation applicable thereto, including the presence or alleged presence of harmful or hazardous substances in, under or about the Site including, without limitation, any claims under or on account of (i) CERCLA and similar statutes and any regulations promulgated thereunder or (ii) any other environmental laws. The Developer expressly waives any rights or benefits available to it with respect to the foregoing release under any provision of applicable law which generally provides that the general release does not extend to claims which the creditor does not know of suspect to exist in his or her favor at the time the release is agreed to, which, if known to such creditor, would materially affect a settlement. By execution of this Amendment No.2, the Developer acknowledges that it fully understands the foregoing, and with this understanding, nonetheless elects to and does assume all risk for claims known or unknown, described in this Section 2.12 without limiting the generality of the foregoing: The undersigned acknowledges that it has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING 18 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.N The undersigned, being aware of this code section, hereby expressly waives any rights it may have thereunder, as well as under any other statutes or common law principles of similar effect. Initials of Developer: The provisions of this Section 2.12 shall survive the Close of Escrow. 19 SBEO/0001/DOC/OD1-1 11/15/00 200 jmm e e e Section 2.13. Review and Approval of Condition of Title by the Developer. (a) Within fifteen (15) days following the Opening of Escrow, Agency shall cause to be delivered to the Developer a preliminary title report or title commitment for a CLTA extended coverage policy of title insurance issued by the Title Company, describing the state of title of the Site , together with copies of all exceptions specified therein and with all easements plotted but excluding matters disclosed on a survey (the "Preliminary Title Report"). The Developer shall notify the Agency in writing ("Developer's Title Objection Notice") of any objections the Developer may have to the title exceptions contained in the Preliminary Title Report prior to the expiration of the Due Diligence Period. The Agency shall have a period of five (5) days after receipt of the Developer's Title Objection Notice in which to deliver written notice to the Developer ("Agency's Title Notice") of the Agency's election to ei ther: (i) agree to remove the obj ectionable items prior to the Close of Escrow, or (ii) decline to remove any such title exceptions and terminate this Amendment No.2 and the Escrow; provided, however, that the Agency shall be required to remove all monetary liens and encumbrances created by or as a result of the Agency's acti vi ties. If the Agency notifies the Developer of its election to terminate Escrow rather than remove the objectionable items, the Developer shall have the right, by written notice delivered to the Agency within five (5) days after the Developer's receipt of the Agency's Title Notice, to agree to accept the Site subj ect to the obj ectionable items, in which event the Agency's election to terminate the Escrow shall be of no effect, and the Developer shall take title at the Close of Escrow subj ect to such obj ectionable title items. In the event that the Escrow is terminated by the Agency under this Section 2.13 (a), the Agency shall be responsible for paying for all Escrow cancellation costs of the Escrow Holder and the Deposit shall be promptly returned to the Developer. (b) The Agency covenants not to further encumber and not to place any further liens or encumbrances on the Site, including, but not limited to, covenants, conditions, restrictions, easements, liens, options to purchase, options to lease, leases, tenancies, or other possessory interests without the prior written consent of the Developer. Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions (including, but not limited to, adding additional exceptions for matters shown on the Survey as hereinafter defined), the foregoing right of review and approval 20 SBEO/OOOl/DOC/OOl-l 11/15/00 200 jmm e e e shall also apply to said amendment or supplement (provided that the period for the Developer to review such amendment or supplement shall be the later of the expiration of the Due Diligence Period or ten (10) days from receipt of the amendment or supplement) and Escrow shall be deemed extended by the amount of time necessary to allow such review and approval in the time and manner set forth above. Section 2.14. Survey. The Developer may obtain a survey of the Site prepared by a land surveyor duly licensed by the State of California and in compliance with ALTA/ASCM standards ("Survey"). The Survey shall be in a form acceptable to the Title Company for the deletion of the standard survey exception in the Title Policy relating to boundaries, wi thout the addition of further exceptions unless the same are acceptable to the Developer in its sole and absolute discretion. The Developer shall have until the end of the Due Diligence Period to complete and examine the Survey and to notify Agency in writing of any objections the Developer has to the Survey ("Developer's Survey Obj ection Notice"). The Agency shall have a period of five (5) days after receipt of the Developer's Survey Objection Notice in which to deliver written notice to the Developer ("Agency's Survey Notice") of the Agency's election to either: (i) agree to remove the obj ectionable items prior to the Close of Escrow or (ii) decline to remove such i terns and terminate this Amendment No.2 and the Escrow. I f the Agency notifies the Developer of its intention to not remove the objectionable items, the Developer shall have the right, by written notice delivered to the Agency within five (5) agree to accept the Site subj ect to the obj ectionable items, in which event, the Agency's election to terminate the Escrow shall be of no effect, and the Developer shall accept the Property at the Close of Escrow subj ect to such obj ectionable items. In the event that the Escrow is terminated by the Agency under this Section 2.14, the Agency shall be responsible for paying for all Escrow cancellation costs of the Escrow Holder and the Deposit shall be promptly returned to the Developer. Prior to the Closing, the Survey shall be recertified to the Developer, Title Company and the Developer's lender, if any. The Survey will be performed at the Developer's sole cost and expense. Section 2.15. Extension of Due Diligence Period. In the event Agency fails to provide to the Developer the documents and other information required by Sections 2.08 by the date(s) set forth therein, the Due Diligence Period for such information shall be extended by one (1) day for each day of the delay by 21 $8EO/0001/Doc/001-1 11/15/00 200 jmm e e e the Agency to permit the Developer to perform an adequate due diligence review (but not to exceed a total of thirty (30) days.) The Developer will use its best efforts to notify Agency of any documents the Agency has failed to deliver to the Developer within the time periods provided in Sections 2.08 and 2.11 . In the event that the Developer has delivered its Due Diligence Approval Certificate and thereafter, prior to the Close of Escrow, the Agency presents the Developer with any new Due Diligence Item, the Close of Escrow shall be extended to permit the Developer to perform an adequate due diligence review of such new item for up to thirty (30) days. In the event that the Developer may fail to accept such new item within such additional period of time and cause the Escrow to close, then in such event either party may terminate this Amendment No.2 and the Escrow as set forth in Section 2.20. Section 2.16. Developer's Conditions Precedent. The Developer's obligation to purchase the Site shall be conditioned upon the fulfillment of the following conditions precedent, all of which shall be satisfied (or waived in writing pursuant to Section 2.19) prior to the Close of Escrow: (1) The Agency shall not have defaulted on any material term of this Amendment NO.2 to be performed by the Agency hereunder, and each representation and warranty made by the Agency in this Amendment No.2 shall remain true and correct. For purposes of this subsection (1) only, a representation that is limited to the Agency's knowledge or notice shall be false if the factual matter that is subject to the representation is false, notwithstanding any lack of knowledge or notice to the Agency; (2) the Developer's approval of the Preliminary Report and the Survey, if applicable, within the periods specified in Sections 2.13 and 2.14; Title time (3) the Developer's approval of the contents of all Due Diligence Items, and the other investigations of the Site made by the Developer and/or its designees pursuant to Sections 2.08 and 2.09 herein on or before the expiration of the Due Diligence Period, or such later date if the Due Diligence Period is extended pursuant to Section 2.15. The Developer shall be deemed to have disapproved such Due Diligenc~ Items unless they are approved on or before 5:00 p.m. on the final day of the Due Diligence Period, or such later date if the Due Diligence Period is extended pursuant to Section 2.15 herein; 22 SBEO/0001/DOC/001-l 11/15/00 200 jrnm e e e (4) the Developer' s approval of any notice of change in representation or warranty given by the Agency pursuant to Section 2.24(a)hereof; (5) the Title Company Title Policy, in favor of described in Section 2.05; has the committed Developer issue the the form to in (6) the Developer has obtained a financing loan commitment to cover all development, including but not limited infrastructure improvements, and payment of all School fees, or other governmental entities fees, reasonably acceptable to it; and construction costs of to the City or on terms (7) the Agency shall have deemed satisfied (or waived satisfaction of) each of the conditions precedent set forth in Section 2.17. (8) completing of plan check by the City of San Bernardino of the plans submitted by Developer and approved by the City of San Bernardino Planning Commission on and notification to Developer by the City of San Bernardino that permits are available for pick-up. Section 2.17. The Agency' s Conditions Precedent. The Agency's obligation to convey the Site to the Developer shall be conditioned upon the fulfillment of the following conditions precedent, all of which shall be satisfied (or waived in writing pursuant to Section 2.19) prior to the Close of Escrow: (1) the Developer has accepted the condition of the Site and submitted its Due Diligence Approval Certification to the Escrow Holder on or before the date set forth in this Agreement; (2) the Developer has accepted the condition of title of the Site on or before the date set forth in Section 2.13; (3) the Developer has provided the Agency with satisfactory evidence of the commitment of a lender to provide construction financing to the Developer for the construction and improvement of the Site, including all applicable development fees, with an initial construction 23 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e loan disbursement amount sufficient to construct improve not less than sixteen (16) of the Site Lots; and (4) the Developer shall not be in default of any material term of this Agreement to be performed by the Developer hereunder and each representation and warranty of the Developer made in this Agreement shall remain true and correct; and (5) the Developer shall have satisfied to have waived satisfaction of) each precedent set forth in Section 2.16. (or shall be deemed of the conditions Section 2.18. Delivery of Documents and Purchase Price After Closinq Date by Escrow Holder. The Escrow Holder shall deliver to the Agency the Site Purchase Price and to the Developer within (3) business days following the Closing Date a conformed copy of the Agency Grant Deeds, as recorded and the policy of title insurance issued by the Title Company in favor of the Developer. Section 2.19. Satisfaction of Conditions. Where satisfaction of any of the foregoing conditions requires action by the Developer or by the Agency, each party shall use its diligent best efforts, in good faith, and at its own cost, to satisfy such condition. Where satisfaction of any of the foregoing conditions requires the approval of a party, such approval shall be in such party's sole and absolute discretion. Either party may waive any of the conditions set forth in the Agreement, but any such waiver shall be effective only if contained in a writing signed by the applicable party and delivered to the Escrow Holder and the other party. Section 2.20. Termination. In addition to the right of each party to terminate this Amendment No.2 pursuant to Section 2.03, in the event each of the condi tions set forth in Section 2.16, in the case of the Developer, or Section 2.17 in the case of the Agency is not fulfilled within ninety (90) days after the Opening of Escrow (subject to Section 2.15, if applicable) or waived by the applicable party pursuant to Section 2.19, either party may, at its option, terminate this Amendment No.2 and the Escrow opened hereunder, thereby releasing the parties from further obligations hereunder, and all documents delivered by the Developer to the Agency or the Escrow Holder shall be returned to the Developer and all documents delivered by the Agency to the Developer or the Escrow 24 SBEO/0001/DOC/001-1 11/15/00 200 jmrn e e e Holder shall be returned to the Agency, and the Deposit shall be disbursed to the Developer, except as set forth in Section 2.16(4). Nothing in this Section 2.20 shall be construed as releasing any party from liability for any default of its obligations hereunder or breach of its representations and warranties under this Amendment No.2 occurring prior to the termination of this Amendment No.2 and/or the cancellation of the Escrow. Section 2.21. Prorations, Closing Costs, Possession. (a) Proration of Taxes. Real and personal property taxes for the Site shall be prorated by the parties to the Closing Date on the basis of a three hundred sixty-five (365) day year on the basis that the Agency is responsible for (i) all such taxes (if any) for the fiscal year of the applicable taxing authority occurring prior to the Current Tax Period (as defined below) and (ii) that portion of such taxes for the Current Tax Period to 11:59 p.m. on the Closing Date, whether or not the same shall be payable prior to the Closing Date. The phrase "Current Tax period" refers to the fiscal year of the applicable taxing authority in which the Closing occurs. All tax prorations shall be based upon the latest available tax statement. If the tax statements for the fiscal tax year during which Escrow closes do not become available until after the Closing Date, then the rates and assessed values of the previous year, with known changes, shall be used, and the parties shall re-prora te said taxes outside of Escrow following the Closing Date when such tax statements become available. The Agency shall be responsible for and shall payor reimburse the Developer upon demand for any real or personal property taxes payable following the Closing Date applicable to any period of time prior to the Closing Date as a result of any change in the tax assessment by reason of reassessment, changes in use of the Property, changes in ownership, errors by the Assessor or otherwise. (b) Possession. The Developer shall be entitled to exclusive possession of the Site immediately upon the Close of Escrow. Provided that the Developer has delivered its Due Diligence Approval Certificate and has approved or waived the satisfaction of the conditions set forth in Section 2.16, the Agency shall grant the Developer a temporary license to enter the Site prior to the Closing Date for the following purposes: (i) to remove weeds, debris and graffiti from the Site; 25 SBEO/0001/DOC/001-1 11/15/00 200 jrnrn e e e (ii) to conduct surveys engineering testing existing perimeter Site; and and walls intrusive for repairs surrounding soil to the (iii) to install temporary subdivision land sales advertising signs on the Site as permitted under the City sign ordinance; (iv) to conduct approved by discretion. as may be its sole such the other work Agency in Prior to the entry by the Developer onto any portion of the Site pursuant to such a license, the Developer shall execute a written license agreement affecting the Site in a form to be provided by the Agency in which the Developer shall agree to indemnify, defend and hold the Agency harmless from any adverse exceptions to title in the Site which may arise prior to the Closing Date by virtue of the Developer's entry onto the Si te, or any portion thereof and the Developer shall further agree to indemnify, defend and hold the Agency harmless from and against any other claim, cause of action, liability or damage to persons or to property resulting from the activities of the Developer on the Site or any portion thereof pursuant to such license agreement. (c) Title Insurance Premium, Escrow and Closing Costs. The Agency shall pay the cost of the premium for a CLTA owner's extended coverage policy of title insurance on the Site in the amount of the Site Purchase Price, together with all title charges (including endorsements reasonably requested by the Developer to remove disapproved items shown on the Preliminary Title Report or Survey pursuant to Sections 2.13 and 2.14 above), and the Agency shall also pay any documentary or other transfer taxes payable on account of the conveyance of the Site to the Developer, together with one-half (~) of the customary and reasonable escrow fees which may be charged by the Escrow Holder in connection with the Close of Escrow. The Developer shall pay the additional cost of the Survey and requested CLTA survey policy endorsements (to the extent such endorsements are unrelated to removal of any disapproved items shown on the Preliminary Title Report or Survey pursuant to Sections 2.13 and 2.14 above) which exceeds the premium for a CLTA owner's extended coverage policy of title 26 SBEO/0001/DDC/001-1 11/15/00 200 Jmm e e e insurance on the Site plus the cost of recording the Agency Grant Deeds, together with one-half (~) of the cost of the customary and reasonable escrow fees charged by Escrow Holder in connection with the Close of Escrow. Any other Escrow-related transaction expenses or escrow closing costs incurred by the Escrow Holder in connection wi th this transaction shall be apportioned and paid for by the parties to this Amendment No.2 in the manner customary in San Bernardino County, California. No later than three (3) business days prior to the Closing Date, the Escrow Holder shall prepare for approval by the Developer and the Agency a closing statement ("Closing Statement") on the Escrow Holder's standard foim indicating, among other things, the Escrow Holder's estimate of all closing costs, pay-off amounts for the release and reconveyance of all liens secured by the Site and prorations made pursuant to this Amendment No.2. The Developer and the Agency shall assist the Escrow Holder in determining the amount of all prorations. Section 2.22. BREACH OF ARTICLE II BY THE AGENCY; LIQUIDATED DAMAGES PAYABLE BY THE AGENCY TO THE DEVELOPER. IN THE EVENT THAT THE AGENCY COMMITS A MATERIAL BREACH OF ITS OBLIGATIONS UNDER THIS ARTICLE II PRIOR TO THE CLOSE OF ESCROW, THE DAMAGES THAT THE DEVELOPER WILL INCUR BY REASON THEREOF ARE AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTABLISH. THE DEVELOPER AND THE AGENCY, IN A REASONABLE EFFORT TO ASCER- TAIN WHAT THE DEVELOPER'S DAMAGES WOULD BE IN THE EVENT OF SUCH A DEFAULT BY THE AGENCY, HAVE AGREED THAT SUCH DAMAGES SHALL BE IN AN AMOUNT EQUAL TO THE SUM OF TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) AS LIQUIDATED DAMAGES. SUCH SUM SHALL BE PAID TO THE DEVELOPER IN THE EVENT OF SUCH DEFAULT BY THE AGENCY UPON THE TERMINATION OF THIS AMENDMENT NO.2 AND CANCELLATION OF THE ESCROW, AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY IN THE EVENT OF AND FOR SUCH DEFAULT BY THE AGENCY. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, THE DEVELOPER WAIVES ANY AND ALL RIGHTS WHICH THE DEVELOPER OTHERWISE WOULD HAVE HAD UNDER CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT. THE DEVELOPER AND THE AGENCY ACKNOWLEDGE AND AGREE THAT EACH OF THEM HAS READ AND UNDERSTANDS THE PROVISIONS OF THIS SECTION AND EACH AGREES TO BE BOUND BY ITS TERMS. Initials of Agency Initials of Developer 27 SBEO/OOOI/DOC/OOl-l 11/15/00 200 jmm e e e Section 2.23. BREACH BY THE DEVELOPER OF ARTICLE II; LIQUIDATED DAMAGES PAYABLE BY THE DEVELOPER TO THE AGENCY. IN THE EVENT THAT THE DEVELOPER COMMITS A MATERIAL BREACH OF ITS OBLIGATIONS UNDER THIS ARTICLE II PRIOR TO THE CLOSE OF ESCROW, THE DAMAGES THAT THE AGENCY WILL INCUR BY REASON THEREOF ARE AND WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTABLISH. THE DEVELOPER AND THE AGENCY, IN A REASONABLE EFFORT TO ASCERTAIN WHAT THE AGENCY'S DAMAGES WOULD BE IN THE EVENT OF SUCH A DEFAULT BY THE DEVELOPER, HAVE AGREED THAT SUCH DAMAGES SHALL BE IN AN AMOUNT EQUAL TO THE SUM OF TWENTY-FIVE THOUSAND DOLLARS ($25,000.00) AS LIQUIDATED DAMAGES. SUCH SUM SHALL BE PAID TO THE AGENCY IN THE EVENT OF SUCH DEFAULT BY THE DEVELOPER AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE THE AGENCY'S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY IN THE EVENT OF AND FOR SUCH DEFAULT BY THE DEVELOPER. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, THE AGENCY WAIVES ANY AND ALL RIGHTS WHICH THE AGENCY OTHERWISE WOULD HAVE HAD UNDER CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AMENDMENT NO.2. THE AGENCY AND THE DEVELOPER ACKNOWLEDGE AND AGREE THAT EACH OF THEM HAS READ AND UNDERSTANDS THE PROVISIONS OF THIS SECTION AND EACH AGREES TO BE BOUND BY ITS TERMS. Initials of Developer Initials of Agency Section 2.24. Representations and Warranties. (a) Warranties and Representations by the Agency. The Agency hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Amendment NO.2 by the Developer has been made and the acquisition by the Developer of the Site will have been made in material reliance by the Developer on such covenants, representations and warranties: (i) Warranties True. Each and every undertaking and obligation of the Agency under this Amendment No.2 shall be performed by the Agency timely when due; and that all representations and warranties of the Agency under this Agreement and its exhibits shall be true in all material respects at the Closing as though they were made at the time of Closing. (ii)"nue Organization. The Agency is a community redevelopment agency, duly formed and operating under the laws of California. The Agency has the legal power, right and authority to enter into this Amendment No.2 and to 28 SBED/0001/DDC/OD1-l 11/15/00 200 Jmm e e e execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby. 0 (iii) Requisite Action. The Agency has taken all requisite action and obtained all requisite consents in connection with entering into this Amendment No.2 and the instruments and documents referenced herein and in connection with the consummation of the transactions contemplated hereby, and no consent of any other party is required. (iv) Enforceability of Aqreement. The persons executing any instruments for or on behalf of the Agency have been authorized to act on behalf of the Agency and that this Amendment No.2 is valid and enforceable against the Agency in accordance with its terms and each instrument to be executed by the Agency pursuant hereto or in connection therewith will, when executed, be valid and enforceable against the Agency in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of and compliance with this Amendment No.2 by the Agency. (v) Title. Prior to the Closing, the Agency will be the owner of (and the Developer will acquire hereunder) the entire right, title and interest in and to the Site to effectively vest in the Developer good and marketable fee simple title to the Site, that the Developer will acquire the Site free and clear of all liens, encumbrances, claims, rights, demands, easements, leases or other possessory interests, agreements, covenants, conditions, and restrictions of any kind or character (including, without limi ting the generality of the foregoing, liens or claims for taxes, mortgages, conditional sales contracts, or other title retention agreement, deeds of trust, security agreements and pledges and mechanics lien) except: (i) property taxes not delinquent; (ii) the exceptions to title approved by the Buyer pursuant to Section 2.13; (iii) the obligation of the Developer to complete the installation of the subdivision public improvements required for the Site and to comply with all terms and conditions of this Amendment No.2.; and (iv) such other exceptions, limitations, terms and conditions as set forth in this Amendment No.2. 29 SBEO/OOOI/DOC/001-l 11/15/00 200 jrnm e e e (vi) No Litigation. There are no pending or, to the best of the Agency's knowledge, threatened claims, actions, allegations or lawsuits of any kind, whether for personal inj ury, property damage, property taxes or otherwise, that could materially and adversely affect the value or use of the Site or prohibit the sale thereof, nor to the best of the Agency's knowledge, is there any governmental investigation of any type or nature pending or threatened against or relating to the Site or the transactions contemplated hereby. (vii) Between the Escrow, the maintain the the execution Operation and Condition Pending Closing. date of this Amendment No.2 and the Close of Agency will continue to manage, operate and Si te in the same manner as existed prior to of this Amendment No.2. (viii) Contracts. There are no contracts or agreements to which the Agency is a party relating to the operation, maintenance, service, repair, development, improvement or ownership of either the Site which will survive the Close of Escrow except as may be set forth in the Agency Grant Deeds (I and II) (ix) Special Studies Zone. Neither the Site is to the best knowledge of the Agency located within a designated earthquake fault zone pursuant to California Public Resources Code Section 2621.9 or a designated area that is particularly susceptible to ground shaking, liquefaction, landslides or other ground failure during an earthquake pursuant to California Public Resources Code Section 2694. (x) The Agency's Knowledge. For purposes of this Section 2.22, the terms "to the best of the Agency's knowledge" or "to the Agency's knowledge" shall mean the actual knowledge of Gary Van Osdel, Executive Director, and Maggie Pacheco, Deputy Director. If the Agency becomes aware of any act or circumstance which would change or render incorrect, in whole or in part, any representation or warranty made by the Agency under this Agreement, whether as of the date given or any time thereafter through the Closing Date and whether or not such representation or warranty was based upon the Agency's knowledge and/or belief as of a certain date, the Agency will give immediate written notice of such changed fact or circumstance to the Developer, 30 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e but such notice shall not release the Agency of its liabilities or obligations with respect thereto. All representations and warranties contained in this Section 2.24 (a) are true and correct on the date hereof and on the Closing Date and the Agency 's liabili ty for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Amendment No.2, shall survi ve the execution and deli very of this Amendment No.2 and the Close of Escrow. (b) Warranties and Representations by the Developer. The Developer hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Amendment No.2 by the Agency has been made in material reliance by the Agency on such covenants, representations and warranties: (1) The Developer is a duly organized and validly existing California limited partnership. The Developer has the legal right, power and authority to enter into this Amendment No.2 and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The persons executing this Agreement and the instruments referenced herein on behalf of the Developer hereby represent and warrant that such persons have the power, right and authority to bind the Developer. (2) The Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Amendment No.2 and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required. (3) This Amendment No.2 is, and all agreements, instruments and documents to be executed by the Developer pursuant to this Amendment No.2 shall be, duly executed by and are or shall be valid and legally binding upon the Developer and enforceable in accordance with their respective terms. (4) Neither the nor the consummation hereby shall result default under any 31 execution of this Amendment No.2 of the transactions contemplated in a breach of or constitute a other agreement, document, SBEO/OOOl/DOC/OOl-l 11/15/00 200 jmm e e e instrument or other obligation to which the Developer is a party or by which the Developer may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Developer or to the Site. (5) The representations and warranties of the Developer contained in this Section 2.24 (b) shall be based upon the actual knowledge of John W. Pavelak and All representations and warranties contained in this Section 2.24 (b) are true and correct on the date hereof and on the Closing Date and Developer's liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Amendment No.2, shall survive the execution and delivery of this Amendment No.2 and the Closing. Section 2.25. Damaqe, Destruction and Condemnation. Prior to the Agency's deli very of possession of the Site to Developer at the Close of Escrow, the risk of loss or damage to the Site shall remain upon the Agency. If either the Site suffers damages as a result of any casualty prior to the Close of Escrow which may materially diminish their value, then the Agency shall give written notice thereof to Developer promptly a fter the occurrence of the casualty. The Developer can elect to either: (i) accept the Site in their damaged condition or (ii) the Developer may terminate this Amendment No.2 and recover the Deposit as set forth in Section 2.02. The Developer shall confirm the exercise of its election under subparagraph (i) or (ii) of the preceding sentence wi thin thirty (30) days of its receipt of notice from the Agency. In the event that, prior to theior to the scrow, any governmental entity shall commence any actions of eminent domain or similar type proceedings to take any portion of either the Site or Sales Office, the Agency shall give prompt written notice thereof to Developer, and Developer shall have the option either: (i) to elect not to acquire the Site, terminate the Amendment No.2 and recover the Deposit as set forth in Section 2.02; or (ii) the Developer may complete the acquisition of the Site, in which case Developer shall be entitled to all the proceeds of such taking; provided however, that the Agency agrees that it shall not settle or compromise the proceedings before the Close of Escrow without the Developer's prior written consent, which consent will not be unreasonably withheld 58EO/0001/DOC/001-1 32 11/15/00 200 jmm e e Ie or delayed. The Developer shall confirm the exercise of its election under subparagraph (i) or (ii) of the preceding sentence within thirty (30) days of its receipt of notice from the Agency. ARTICLE III DEVELOPMENT OF THE SITE Section 3.01. Development by Developer. (a) Scope of Development. It is the intent of the parties that the Site be developed as follows: the construction on the Site Lots of thirty-eight (38) single family detached residential dwelling units, containing a minimum of 1300 square feet, together with all on and off site improvements such as streets, curbs, sidewalks, storm drains, gutter, utilities, etc. At least twenty percent (20%) of such residential dwelling units (each referred to as a "New Home") are to be reserved for sale to "Qualified Home Buyers" whose "Adjusted Family Income" at the time of initial occupancy of each New Home, does not exceed the household income qualification limits of a "Moderate-Income Household." As used in the preceding sentence, the words identified below shall have the following meaning: "Adjusted Family Income". The words "Adjusted Family Income" mean the anticipated total annual income (adj usted for family size) of each individual or family residing or treated as residing in the New Home as calculated in accordance with Treasury Regulation 1.167 (k) 3 (b) (3) under the Code, as adjusted, based upon family size in accordance with the household income adjustment factors adjusted and amended from time to time, pursuant to Section 8 of the United States Housing Act of 1937, as amended. "Moderate-Income Household." The words "Moderate-Income Household" mean persons and families whose income does not exceed one hundred and twenty percent (120%) of the area median income of the ~ity adjusted for family size appropriate for the New Home by the State Department of Housing and Community Development in accordance with adjustment factors adopted and amended from time to time by the United States Department of Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937, and Health and Safety Code Section 50093. 33 SBE0/0001/DOC/001-1 11/15/00 200 jmm e e e "New Home." The words "New Home" mean and refer to the completed affordable single-family residential dwelling uni t (including the land and landscape improvements thereon) as constructed and installed by the Developer or any subdivided lot on the Site and sold to the Qualified Home Buyer. "Qualified Home Buyer." The words "Qualified Home Buyer" mean the purchaser of the New Home from the Developer (e.g.: all persons identified as having a property ownership interest vested in the New Home as of the close of the New Home Escrow). At the close of the New Home Escrow, the Qualified Homebuyer shall: (i) have an annual Adjusted Family Income which does not exceed the household income qualification limits of a Moderate-Income Household: (ii) shall be a first-time homebuyer, as this term is defined in Health and Safety Code Section 50068.5; and (iii) pay no more than an Affordable Housing Cost for the New Home pursuant to the terms of the purchase transaction for the New Home, including all sums payable by the Qualified Homebuyer for its purchase money mortgage financing, insurance, escrow and other fees and costs. "Qualified Residence Period." Residence Period" mean the period Deli very Date and ending on the years after the Delivery Date. The words "Qualified of time beginning on the date which is ten (10) (b) The Ci ty' s zoning ordinance and the City's building requirements will be applicable to the use and development of the Site pursuant to this Amendment No.2. The Developer acknowledges that any change in the plans for development of the New Homes on the Si te as set forth in the Scope of Development shall be subject to the City's zoning ordinance and building requirements, provided, however that not less than twenty percent (20%) of the New Homes developed on the Site shall be reserved for sale and occupancy by Qualified Homebuyers as set forth in Section 3.01(a) and Section 4.01. No action by the Agency or the City with reference to this Agreement or related documents shall be deemed to constitute a wai ver of any lawful City requirements which are applicable to the Site or to the Developer, any successor in interest of the Developer or' any successor in interest pertaining to the Site, except by modification or variance approved by the City consistent with this Amendment No.2. 34 SBEO/OOOI/DOC/OOl-l 11/15/00 200 Jrnm e e e lc) The Scope of Development set forth in Exhibit RD" is hereby approved by the Agency upon its execution of this Amendment No.2. The Site shall be developed and completed in conformance with the approved Scope of Development and any and all other plans, specifications and similar development documents required by this Amendment No.2, except for such changes as may be mutually agreed upon in writing by and between the Developer and the Agency. The Agency agrees to approve preliminary and final construction plans and preliminary and final landscaping plans, if reasonably consistent with the approved Scope of Development. (d) The approval of the Scope of Development by the Agency hereunder shall not be binding upon the City Councilor the Planning Commission of the City with respect to any approvals of the Project required by such other bodies. If any revisions of the Scope of Development as approved by the Agency shall be required by another government official, agency, department or bureau having jurisdiction over the development of the Site, the Developer and the Agency shall cooperate in efforts to obtain waivers of such revisions, or to obtain approvals of any such revisions which have been made by the Developer and have thereafter been approved by the Agency. The Agency shall not unreasonably withhold or delay approval of such revisions. (el Notwithstanding any provision to the contrary in this Amendment No.2, the Developer agrees to accept and comply fully with any and all lawful and reasonable conditions of approval applicable to all permits and other governmental actions affecting the development of the Site and consistent with this Amendment No.2. (fl The Developer shall cause landscaping plans in connection with development of the Site to be prepared by a licensed landscape architect. The Developer shall prepare and submit to the City for its approval, preliminary and final landscaping plans for the Site which are consistent with City Code requirements. These plans shall be prepared, submitted and approved wi thin the times respectively established therefor in the Schedule of Performance as shown on Exhibit RE" attached hereto and incorporated herein by reference and shall be consistent with the Scope of Development. (g) The Developer shall prepare and submi t development plans, construction drawings and related documents for the development of the Site consistent with the Scope of 35 SBEO/0001/DOC/001-1 11/15/00 200 )mrn r e e e Development to the City. The development plans, construction drawings and related documents shall be in the form of final drawings, plans and specifications. Final drawings, plans and specifications are hereby defined as those which contain sufficient detail necessary to obtain a building permit from the City. (h) During the preparation of all drawings and plans in connection with the development of the Site, the Developer shall provide to the Agency regular progress reports to advise the Agency of the status of the preparation by the Developer, and the submission to and review by the Ci ty of construction plans and related documents. The Developer shall communicate and consult with the Agency as frequently as is necessary to ensure that any such plans and related documents submitted by the Developer to the City are being processed in a timely fashion. (i) The Agency shall have the right of reasonable architectural review and approval of building exteriors and design of the New Homes to be constructed on the Site; provided however, that Agency hereby acknowledges its approval of the plans and specifications referenced in Section 2.16(8) hereinabove. The Agency shall also have the right to review all plans, drawings and related documents pertinent to the development of the Site in order to ensure that they are consistent with this Amendment No.2 and with the Scope of Development set forth in Exhibit "D". (j) The Developer shall timely submit to the City for its review and approval any and all plans, drawings and related documents pertinent to the development of the Site, as required by the City. The Agency shall cooperate with and shall assist the Developer in order for the Developer to obtain the approval of any and all development plans, construction drawings and related documents submitted by the Developer to the City consistent with this Agreement within thirty (3D) calendar days following the City' s receipt of said plans. Any failure by the City to approve any of such plans or to issue necessary permits for the development of the Site within said thirty (30) calendar day period shall constitute an enforced delay hereunder, and the Schedule of Performance shall be extended by that period of time beyond said thirty (30) calendar day period in which the City approves said plans; provided, however, that in the event that the City disapproves of any of such plans, the Developer shall wi thin thirty (30) calendar days after receipt of such disapproval revise and resubmit such plans in accordance with 36 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e the City's requirements and in such form and substance so as to obtain the City's approval thereof. (k) The Agency shall in good faith use its best efforts to cause the City to approve in a timely fashion any and all plans, drawings and documents submitted by the Developer hereunder and to cause the City not to impose new conditions inconsistent with: (a) prior plans, drawings and documents approved by the City or (b) the Scope of Development. (1) The Agency shall approve any modified or revised plans, drawings and related documents to which reference is made in this Amendment No.2 within the times established in the Schedule of Performance as long as such plans, drawings and related documents are generally consistent with the Scope of Development and any other plans which have been approved by the Agency. Upon any disapproval of plans, drawings or related documents, the Agency shall state in writing the reasons for such disapproval. The Developer, upon receipt of notice of any disapproval, shall promptly revise such disapproved portions of the plans, drawings or related documents in a manner that addresses the reasons for disapproval and reasonably meets the requirements of the Agency in order to obtain the Agency's approval thereof. The Developer shall resubmit such revised plans, drawings and related documents to the Agency as soon as possible after its receipt of the notice of disapproval and, in any event, no later than thirty (30) calendar days thereafter. The Agency shall approve or disapprove such revised plans, drawings and related documents in the same manner and within the same times as provided in this Section for approval or disapproval of plans, drawings and related documents initially submitted to the Agency. (m) If the Developer desires to make any change in the final construction drawings, plans and specifications and related documents after their approval by the Agency and/or the City, the Developer shall submit the proposed change in writing to the Agency and/or the City for approval. The Agency shall notify the Developer of approval or disapproval thereof in writing within thirty (30) calendar days after submission to the Agency. This thirty (30) calendar day period may be extended by mutual consent of the Developer and the Agency. Any such change shall, in any event, be deemed to be approved by the Agency unless rejected, in whole or in part, by written notice thereof submitted by the Agency to the Developer, setting forth in detail the reasons therefor, and such rejection shall be made within said thirty (30) calendar day period unless extended as 37 SBEO/0001/DOC/OD1-1 11/15/00 200 jmm e e e permi tted herein. The Agency shall use its best efforts to cause the City to review and approve or disapprove any such change as provided in Section 3.0l(b) hereof. 0 (n) The Developer, upon receipt of a notice of disapproval by the Agency and/or the City, may revise such portions of the proposed change in construction drawings, plans and specifications and related documents as are rejected and shall thereafter resubmit such revisions to the Agency and/or the City for approval in the manner provided in Section 3.01(b) hereof. (0) The Developer shall have the right during the course of construction to make changes in construction cioncerning the interior of structures and "minor field changes" wi thout seeking the approval of the Agency; provided, however, that such changes do not affect the type of use to be conducted wi thin all or any portion of a structure. Said "minor field changes" shall be defined as those changes from the approved final construction drawings, plans and specifications which have no substantial effect on the improvements and are made in order to expedite the work of construction in response to field condi tions. Nothing contained in this Section shall be deemed to constitute a waiver of or change in the City's Building Code requirements governing such "minor field changes" or in any and all approvals by the City otherwise required for such "minor field changes." (p) Except as otherwise specified in this Amendment No.2, the cost of constructing the New Homes and all other improvements on the Site and adjacent thereto, all as set forth in the Scope of Development, shall be borne by the Developer, with the exception of the Agency's Financial Assistance to the Project of the sum of not to exceed $710,400 as provided for under Section of this Amendment No.2. (p-1) Developer shall pay school fees as required and at the time specified by the San Bernardino Unified School District; All other development fees imposed by the City as a condition of developing the Site shall be paid by the Developer at the close of escrow on each Site Lot, subject to the City of San Bernardino's Fee Deferral program in effect of the effective date of this Amendment No.2, if such deferral program exists. (q) The Developer shall prepared, and shall pay any and review and approval thereof by 38 at its expense cause to be all fees pertaining to the the City, all required SBEO/0001/DOC/001-1 11/15/00 200 jmrn e e e construction, planning and other documents reasonably required by governmental bodies pertinent to the development of the Site hereunder including, but not limited to, specifications, drawings, plans, maps, permi t applications, land use applications, zoning applications and design review documents. (r) The Developer shall pay for any and all costs, including but not limited to the costs of design, construction, relocation and securing of permits for utility improvements and connections, which may be required in developing the Site except for such prepaid fees that have been expressly assigned to Developer by Agency pursuant to Section 2.01.2 of this Agreement. The Developer shall obtain any and all necessary approvals prior to the commencement of applicable portions of said construction, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. (s) The Developer shall begin and complete all construction and development and undertake all obligations and responsibilities of the Developer within the times specified in the Schedule of Performance shown in Exhibit DE" attached hereto, or wi thin such reasonable extensions of such times as may be granted by the Agency or as otherwise provided for in this Amendment No.2. The Schedule of Performance shall be subject to revision from time to time as mutually agreed upon in writing by and between the Developer and the Agency. Any and all deadlines for performance by the parties shall be extended for any times attributable to delays which are not the fault of the performing party and are caused by the other party, other than periods for review and approval or reasonable disapprovals of plans, drawings and related documents, specifications or applications for permits as provided in this Amendment No.2. (t) Prior to and during the period of construction of the New Homes and related off-site public improvements on the Site the Developer shall submit to the Agency written progress reports when and as reasonably requested by the Agency but in no event more frequently than every twelve (12) weeks. The reports shall be in such form and detail as may reasonably be required by the Agency, and shall include a reasonable number of construction photographs taken since the last such report submitted by the Developer. In addition, the Developer will attend Agency meetings when requested to do so by Agency Staff. (u) Prior to the the Developer shall furnish, commencement of any construction, or shall cause to be furnished, to 39 SBEO/0001/DDC/001-1 11/15/00 200 jmm r e e e the Agency duplicate originals or appropriate certificates of public indemnity and liability insurance in the amount of One Million Dollars ($1,000,000.00) combined single limit, naming the Agency and the City as addi tional insureds. Said insurance shall cover comprehensive general liability including, but not limi ted to, contractual liability; acts of subcontractors; premises-operations; explosion, collapse and underground hazards, if applicable; broad form property damage, and personal injury including libel, slander and false arrest. In addition, the Developer shall provide to the Agency adequate proof of comprehensive automobile liability insurance covering owned, non-owned and hired vehicles, combined single limit in the amount of One Million Dollars ($1,000,000.00) each occurrence; and proof of workers' compensation insurance. Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of California and ra ted at least B+: XII in Best's Insurance Guide. All said insurance policies shall provide that they may not be canceled unless the Agency and the City receive written notice of cancellation at least thirty (30) calendar days prior to the effecti ve date of cancellation. Any and all insurance obtained by the Developer hereunder shall be primary to any and all insurance which the Agency and/or City may otherwise carry, including self insurance, which for all purposes of this Agreement shall be separate and apart from the requirements of this Agreement. Any insurance policies governing the Site as obtained by the Agency shall not be transferred from the Agency to the Developer. Appropriate insurance means those insurance policies approved by the Agency Counsel consistent with the foregoing. Any and all insurance required hereunder shall be maintained and kept in force until the Agency has issued the final Certificate of Completion in connection with the development of the Site. (v) The Developer for itself and its successors and assigns agrees that in the construction of the improvements on the Site Lots, the Developer will not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, creed, national origin, or ancestry. Notwithstanding the foregoing, the Developer will use best efforts to offer employment opportunities to local residents and will seek to acquire goods and services from local vendors. the (w) The improvements Developer shall carry out its construction of on the Site Lots in conformity with all 40 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e applicable laws, including all applicable state labor standards and requirements. (x) The Developer shall, at its own expense, secure or shall cause to be secured, any and all permits which may be required for such construction, development or work by the City or any other governmental agency having jurisdiction thereof. The Agency shall cooperate in good faith with the Developer in the Developer's efforts to obtain from the City or any other appropriate governmental agency any and all such permits including, but not limited to, permits for flags and signs on the Site and along Highland Avenue and California Street and, upon completion of applicable portions of the development of the Site, certificates of occupancy. (y) Officers, employees, agents or representatives of the Agency and the City shall have the right of reasonable access to the Site, without the payment of charges or fees, during normal construction hours during the period of construction for the purposes of this Amendment No.2 including, but not limited to, the inspection of the work being performed in constructing the residences on the Site Such officers, employees, agents or representatives of the Agency and/or the City shall be those persons who are so identified by the Executi ve Director. Any and all officers, employees, agents or representatives of the Agency and the City who enter the Site pursuant hereto shall identify themselves at the job site office upon their entrance on to the Site and shall at all times be accompanied by a representative of the Developer while on the Site; provided, however, that the Developer shall make a representative of the Developer available for this purpose at all times during normal construction hours upon reasonable notice from the Agency. The Agency shall indemnify, defend and hold the Developer harmless from injury, property damage or liabili ty arising out of the exercise by the Agency and/or the City of this right of access, other than injury, property damage or liability relating to the negligence of the Developer or its officers, agents or employees. (z) The Agency construction site prior reflecting adversely on terms and conditions of development of the Site. shall inspect relevant portions of the to issuing any written statements the Developer's compliance with the this Amendment No.2 pertaining to Section 3.02. [RESERVED -- NO TEXT] 41 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e Section 3.03. Taxes, Assessments, Encumbrances and Liens. The Developer shall pay prior to the delinquency all real property taxes and assessments assessed and levied on or against the Site subsequent to the Close of Escrow and the conveyance to the Developer of title to the Site. Nothing herein contained shall be deemed to prohibit the 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. The covenants of the Developer set forth in this Section relating to the placement of any unauthorized mortgage, trust deed, deed of trust, encumbrance or lien, shall remain in effect only until all Certificates of Completion have been recorded with respect to development of the Site. Section 3.04. Prohibition Against Transfer. (a) Prior to the recordation of all Certificates of Completion with respect to development of the Site as set forth in Section 3.07 of this Agreement, the Developer shall not, without prior written approval of the Agency, or except as permitted by this Amendment No.2, (i) assign or attempt to assign this Amendment No.2 or any right herein or (ii) make any total or partial sale, transfer, conveyance, lease, leaseback, or assignment of the whole or any part of the Site or the improvements thereon. This prohibition shall not apply to any of the following: (l) the reasonable grant by the Developer of utility easements or permits to facilitate the development of the Site; (2) the assignment of all of the Developer's interest in this Amendment No.2 to the Site to a limited liability company of which the Developer is the managing member (and the assumption of such interest by such limited liability company); and (3) sales by the Developer of individual residential lots to individual purchasers of New Homes. (b) It is understood and agreed by the Developer that neither the Developer, nor its assigns or successors in interest to the Site or this Amendment No.2, shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Si te or any portion thereof to any entity or party, or for any use of the Site, that is partially or wholly exempt from the payment of real property taxes pertinent to the Site or any portion thereof, or which would cause the exemption of the payment of all or any portion of such real property taxes. (c) In the absence of specific w,ritten agreement or approval by the Agency, no unauthorized sale, transfer, conveyance, lease, leaseback or assignment of the Site shall be 42 SBEO/OOOl/DOC/OOl-l 11/15/00 200 jmm e e e deemed to relieve the Developer or any other party from any obligations under this Amendment No.2. (d) Developer is expressly prohibited from leasing or renting any of the Site Lots, or any structure thereon, pending final sale to a Qualified Homebuyer. Section 3.05. Security Financing; Right of Holders. (a) Notwithstanding any provision of Section 3.04 to the contrary, mortgages, deeds of trust, or any other form of lien required for any reasonable method of financing the construction and improvement of the Site are permitted before the recordation of any Certificate of Completion (referred to in Section 3.07 of this Amendment No.2). The Developer shall notify the Agency in writing in advance of any mortgage, deed of trust, or other form of lien for financing if the Developer proposes to enter into the same before the recordation of any Certificate of Completion. The Developer shall not enter into any such conveyance for construction financing without the prior wri t ten approval of the Agency, which approval the Agency may grant if: (i) any such conveyance is given to a responsible financial or lending institution including, without limi ta tion, banks, savings and loan institutions, insurance companies, real estate investment trusts, pension programs and the like, or other acceptable persons or entities for the purpose of constructing the New Homes on the Site, and (ii) such loan contains customary construction lender disbursement controls. (b) The Developer shall promptly notify the Agency of any mortgage, deed of trust or other refinancing, encumbrance or lien that has been created or attached thereto prior to completion of the construction of the improvements on the Site whether by voluntary act of the Developer or otherwise; provided, however, that no notice of filing of preliminary notices or mechanic 0 s liens need be given by the Developer to the Agency prior to suit being filed to foreclose such mechanic's lien. (c) The words "mortgage" and "deed of trust" as used herein shall be deemed to include all other customary and appropriate modes of financing real estate construction and land development. The Agency agrees to make such amendments regarding the rights of any lender as the approved lender shall reasonably require. 43 SBEO/0001/00C/001-1 11/15/00 200 Jrnm e e e (d) The holder of any mortgage, deed of trust or other security interest authorized by this Agreement shall in no manner be obligated by the provisions of this Amendment No.2 to construct or complete the improvement of the Site or to guarantee such construction or completion. Nothing in this Amendment No.2 shall be deemed to permit or authorize any such holder to devote the Site to any other use, or to construct any other improvement thereon, except those uses or improvements provided for or authorized by this Amendment No.2. (e) Whenever the Agency shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in the completion of construction of the improvements, or any breach or default of any other obligations which, if not cured by the Developer, entitle the Agency to terminate this Amendment No.2 or exercise its right to re-enter the Site, or a portion thereof under Section 5.07, the Agency shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest authorized by this Amendment No.2 a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, to commence the cure or remedy of any such default and to diligently and continuously proceed with such cure or remedy, wi thin sixty (60) calendar days after the receipt of the notice; and to add the cost thereof to. the security interest debt and the lien of its security interest. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession, such holder shall seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall remedy or cure such defaul t wi thin sixty (60) calendar days after obtaining possession; provided that in the case of a default which cannot wi th diligence be remedied or cured, or the remedy or cure of which cannot be commenced, wi thin such sixty (60) calendar day period, such holder shall have such additional time as is reasonably necessary to remedy or cure such default of the Developer. Nothing contained in this Amendment No.2 shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Developer's obligations by written agreement satisfactory to the Agency. The holder in that event must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates and must submit evidence satisfactory to the Agency that it has the qualifications and financial 44 SBEO/OOOl/DOC/001-l 11/15/00 200 jrnrn e e e responsibili ty necessary to perform such obligations. Any such holder completing such improvements in accordance herewith shall be entitled, upon written request made to the Agency, to be issued appropriate Certificates of Completion by the Agency. (f) In any case where, one hundred eighty (180) calendar days after default by the Developer in the completion of construction of improvements under this Amendment No.2, the holder of any mortgage, deed of trust or other security interest crea ting a lien or encumbrance upon the Site or any portion thereof has not exercised the option to construct the applicable portions of the Site, or has exercised the option but has not proceeded diligently and continuously with construction, the Agency may purchase the mortgage, deed of trust or other security interest by payment to the holder of the amount of the unpaid debt, including principal, accrued and unpaid interest, late charges, costs, expenses and other amounts payable to the holder by the Developer under the loan documents between holder and the Developer. If the ownership of the Site has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: 1. The unpaid mortgage, deed of trust or other security interest debt, including principal, accrued and unpaid interest, late charges, costs, expenses and other amounts payable to the holder by the Developer under the loan documents between the holder and the Developer, at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings.) 2. All expenses, if any, incurred by the holder with respect to foreclosure. 3. The net expenses, if any (exclusive of general overhead), incurred by the holder as a direct resul t of the subsequent ownership or management of the Site, such as insurance premiums and real estate taxes. 4. The cost of any improvements made by such holder. 5. An amount equivalent to the interest that would have accrued on the aggregate on such amounts had all 45 SBEO/0001/DOC/001-l 11/15/00 200 jmrn e e e such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by the Agency. 6. After expiration of the aforesaid one hundred eighty (180) calendar day period, the holder of any mortgage, deed of trust or other security affected by the option created by this Section, may demand, in writing, that the Agency act pursuant to the option granted hereby. I f the Agency fails to exercise the right herein granted wi thin sixty (60) calendar days from the date of such written demand, the Agency shall be conclusively deemed to have waived such right of purchase of the applicable portion of the Site or the mortgage, deed of trust or other security interest. (g) In the event of a default or breach by the Developer of a mortgage, deed of trust or other security interest with respect to the Site (or any portion thereof) prior to the issuance of a Certificate of Completion for the Site (or any portion thereof), and the holder has not exercised its option to complete the development, the Agency may cure the default but is under no obligation to do so prior to completion of any foreclosure. In such event, the Agency shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be deemed to have a lien of the Agency as may arise under this Section 3.05 (g) 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 by the Developer for the purpose of obtaining the funds to construct and improve the Site as authorized herein. Section 3.06. Right of the Agency to Satisfy Other Liens on the Si te and Sales Office after Conveyance of Title. After the conveyance of title to the Site and Sales Office by the Agency to the Developer and prior to the recordation of all Certificates of Completion (referred to in Section 3.07 of this Amendment No.2), and after the Developer has had a reasonable time to challenge, cure or satisfy any unauthorized liens or encumbrances 'on the Site, the Agency shall after sixty (60) calendar days prior written notice to the Developer have the right to satisfy any such liens or encumbrances; provided, however, that nothing in this Amendment No.2 shall require the 46 SBEO/OOOl/DOC/OOl-l 11/15/00 200 jrnm e e e Developer to payor make provisions for the payment of any assessment, lien or charge so long as the Developer in faith shall contest the validity or amount thereof, and so as such delay in payment shall not subject the Site or portion thereof, to forfeiture or sale. tax, good long any Section 3.07. Certificates of Completion. (a) Following the written request therefor by the Developer and the completion of construction of the improvements on a Site Lot, excluding minor building "punch-list" items to be completed by the Developer upon said Lot, the Agency shall furnish the Developer with a Certificate of Completion for the Site Lot as applicable, as the Agency may, in its sole discretion, deem appropriate, substantially in the form set forth in Exhibit -F" attached hereto. Notwithstanding any provision set forth herein to the contrary, the completion of construction of the improvements on a Site Lot shall be deemed to include the completion of construction of a residence on said Lot and any and all parking, front yard and landscaping and related improvements necessary to support or which meet the requirements applicable to the residence and its use and occupancy on said Lot. (b) The Agency shall not unreasonably withhold the issuance of a Certificate of Completion. A Certificate of Completion shall be, and shall so state, that it is a conclusive determination of satisfactory completion of all of the obligations of this Agreement with respect to the development of a Site Lot. After the recordation of the Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in a Site Lot shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement, except that such party shall be bound by any covenants contained in the grant deed or other instrument of transfer which grant deed or other instrument of transfer shall include the provisions of Section 4.01 through 4.05, inclusive, of this Agreement. Nei ther the Agency nor any other person, after the recordation of a Certificate of Completion for a Site Lot, shall have any rights, remedies or controls that it would otherwise have or be enti tled to exercise under this Amendment No.2 with respect to said Lot, as a result of a default in or breach of any provision of this Amendment No.2, and the respective rights and obliga tions of the parties shall be limited to those set forth in the grant deed. 47 SBE0/0001/DOC/001-1 11/15/00 200 jrnm e e e I c) Any Certificate of Completion shall be in such form as to permit it to be recorded in the Recorder's Office of the County where the property is located. (d) If the Agency refuses or fails to furnish a Certificate of Completion for a Site Lot after written request from the Developer, the Agency shall, within fifteen (15) calendar days of the written request or within three (3) calendar days after the next regular meeting of the Agency, whichever date occurs later, provide to the Developer a written statement setting forth the reasons with respect to the Agency's refusal or failure to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building "punch-list" items, the Agency may issue its Certificate of Completion upon the posting of a bond or irrevocable letter of credit, reasonably approved as to form and substance by the Agency Counsel and obtained by the Developer in an amount representing a fair value of the work not yet completed as reasonably determined by the Agency. If the Agency shall have failed to provide such written statement within the foregoing period, the Developer shall be deemed conclusively and without further action of the Agency to have satisfied the requirements of this Amendment No. 2 with respect to the Site Lot as if a Certificate of Completion had been issued therefor. Ie) A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements described herein, or any part thereof. A Certificate of Completion shall not be deemed to constitute a notice of completion as referred to in Section 3093 of the California Civil Code, nor shall it act to terminate the continuing covenants or conditions subsequent contained in the Agency Grant Deeds attached hereto as Exhibit "C". ARTICLE IV USE OF THE SITE Section 4.01. Uses. (a) Developer successors, and assigns covenants and that at least 48 for itself, percent (20%) its of agrees twenty SBEO/0001/DOC/001-l 11/15/00 200 jmm e e e the New Homes to be developed, constructed and improved on the Site, shall be reserved for sale and occupancy by Qualified Homebuyers whose Adj usted Family Income at the time of initial occupancy of each New Home does not exceed the household income qualification limits of a Moderate-Income Household for the lesser period of twenty (20) years following the recordation of this Amendment No.2 or for the Qualified Residence Period of each such New Home. The Developer shall cause to be recorded at the time of close of each "New Home Escrow" for which the provisions of this Section 4.01 (a) are applicable the form of the community redevelopment affordability covenants and restrictions substantially in the form as attached hereto Exhibit "G." The selection of individual New Homes in the Site which shall be subj ect to the provisions of this Section 4.01 (a) shall be at the discretion of the Developer. The covenant of this Section 4.01 (a) shall run with the land. (b) The Developer further covenants and agrees for itself, its successors and assigns that the Site shall be improved, developed and used in accordance with the Scope of Development. Developer covenants to develop and use the Site in conformity with all applicable laws. The covenants of this Section 4.01(b) shall also run with the land. (c) It is understood and agreed by the Developer that nei ther the Developer, nor its assigns or successors shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Site or any portion thereof to any entity or party, or for any, that is partially or wholly exempt from the payment of real property taxes pertinent to the Site, or any portion thereof, or which would cause the exemption of the payment of all or any portion of such real property taxes. (d) Developer is expressly prohibited from leasing or renting any of the Site Lots, or any structure thereon, pending final sale to a Qualified Homebuyer Section 4.02. Maintenance of the Site. The Developer covenants and agrees for itself, its successors, and assigns to maintain the Site in a good condition free from any accumulation of debris or waste material, subject to normal construction job-site conditions, and shall maintain in a neat, orderly, healthy and good condition the landscaping at the Site 49 SBE0/0001/00C1001-1 11/15/00 200 jrnm e e e required to be planted in accordance with the Scope of Development. In the event the Developer, or its successors or assigns, fails to perform the maintenance as required herein, the Agency shall have the right, but not the obligation, to enter the Site and undertake, such maintenance acti vi ties. In such event, the Developer shall reimburse the Agency for all reasonable sums incurred by it for such maintenance activities. The obligation of the Developer under this Section 4.02 with respect to the Site Lots shall be discharged for each Lot at such time as a Certificate of Completion for the Lot is recorded. Section 4.03. Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Si te; nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee or vendees of the Site. Section 4.04. Form of Nondiscrimination and Nonsegreqa-tion Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site , or any part thereof, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Site (or any part thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining thereto shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor 50 SBEO/0001/DOC/001-1 11/15/00 200 Jrnro e e e shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: 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, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sublessee, 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, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. Section 4.05. Effect and Duration of Covenants. The covenants established against discrimination shall remain in effect in perpetuity. The covenants respecting uses and occupancy of each of the Four (4) New Homes which are designated by the Developer to be initially occupied by a Qualified Homebuyer as set forth in Section 4.01(a), shall remain in effect for the Qualified Residence Period of each such New Home, 51 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e and shall run with the land and shall constitute equitable servitudes thereon, and shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns and the City. The Agency is deemed the beneficiary of the terms an provisions of this Amendment No.2 and of the covenants running with the land for and in its own rights and for the purposes of protecting the interests of the community. The Agency shall have the right, if such covenants are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or such other proper proceedings to enforce the curing of such breaches to which it or any other beneficiary of such covenants may be entitled, including, without limitation, to specific performance, damages and injunctive relief. The Agency shall have the right to assign all of its rights and benefits hereunder to the City. ARTICLE V DEFAULTS, REMEDIES AND TERMINATION Section 5.01. Defaults - General. (a) Subject to the extensions of time set forth in Section 6.05 hereof, failure or delay by either party to perform any term or provision of this Amendment No.2 shall constitute a default under this Agreement; provided, however, that if a party otherwise in default commences to cure, correct or remedy such default within thirty (30) calendar days after receipt of written notice specifying such default and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Amendment No.2, then within said time limits), such party shall not be deemed to be in default hereunder. (b) The injured party shall give default to the party in default, specifying complained of by the non-defaulting party. notice shall not constitute a waiver of any change the time of default. written notice of the default Delay in giving such default nor shall it (cl Any failure or delays by either party in asserting any'of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to 52 SBEO/0001/DOC/001-l 11/15/00 200 jmm e e e institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Section 5.02. Legal Actions. (a) In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of this Amendment No.2. Such legal actions must be instituted in the Superior Court of the County of San Bernardino, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California. (b) The laws of the State of California shall govern the interpretation and enforcement of this Amendment No.2. (c) In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or Chairman or the Agency, or in such other manner as may be provided by law. (d) In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service on John Pavelak(or such other Agent for service of process and at such address as may be specified in written notice to the Agency), or in such other manner as may be provided by law, and shall be valid whether made within or without the State of California. Section 5.03. Rights and Remedies are Cumulative. Except with respect to any rights and remedies expressly declared to be exclusive in this Amendment No.2, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Section 5.04. Damages. If either party defaults with regard to any provision of this Amendment No.2, the non- defaulting party shall serve written notice of such default upon the defaulting party. If the defaulting party does not diligently commence to cure such default within thirty (30) 53 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e calendar days after service of the notice of default and promptly complete the cure of such default within a reasonable time, not to exceed ninety (90) calendar days (or such shorter period as may otherwise be specified in this Amendment No.2 for any specific default), after the service of written notice of such default, the defaulting party shall be liable to the other party for damages caused by such default. Section 5.05. Specific Performance. If either party defaults under any of the provisions of this Amendment No.2, the non-defaulting party shall serve written notice of such default upon such defaulting party. If the defaulting party does not commence to cure the default and diligently and continuously proceed with such cure within thirty (30) calendar days after service of the notice of default, and such default is not cured within a reasonable time thereafter (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Amendment No.2, then within said time limits), the non-defaulting party, at its option, may institute an action for specific performance of the terms of this Agreement, except as otherwise provided in this Amendment No.2. Section 5.06. Aqency Riqhts of Termination Following Close of Escrow. (a) Subject to written notice of default which shall specify the Developer's default and the action required to commence cure of same and upon thirty (30) calendar days notice to the Developer of the Agency's intent to terminate this Amendment No.2 pursuant to this Section, the Agency at its option may terminate this Amendment No.2 if the Developer in breach of this Amendment No.2 assigns or attempts to assign this Amendment No.2, or any right therein, or attempts to make any total or partial sale, lease or leaseback, transfer or conveyance of the whole or any part of the Site or the improvements to be developed thereon in violation of the terms of this Amendment No.2, and the Developer does not correct such violation within thirty (30) calendar days from the date of receipt of such notice. (b) Subject to written notice of default, which shall specify the Developer's default and the action required to commence cure of same and upon thirty (30) calendar days notice to the Developer of the Agency's intent to terminate this Amendment No.2 pursuant to this Section, the Agency at its option may terminate this Amendment No.2 if the Developer: (al 54 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e does not within the time limits set forth in this Amendment No.2 or as specifically provided in the Schedule of Performance, subject to extensions authorized by this Amendment No.2 due to force majeure or otherwise, submit development plans, construction drawings and related documents acceptable to the Planning Department and Building Division of the City for plan check purposes and in order to obtain building permits for the project at the Site, together with applicable fees therefor, all prepared to the minimum acceptable standards as required by the Planning Department and Building Division of the City for commencement of formal review of such documents and as required by this Amendment No.2, or (b) does not carry out its other responsibilities under this Amendment No.2 or in accordance with any modification or variance, precise plan, design review and other environmental or governmental approvals and such default is not cured or the Developer does not commence and diligently and continuously proceed with such cure within thirty (30) calendar days after the date of receipt of written demand therefor from the Agency. Section 5.07. Right to Reenter, Repossess and Revest. (a) The Agency shall, upon thirty (30) calendar days notice to the Developer which notice shall specify this Section 5.07, have the right, at its option, to re-enter and take possession of all or any portion of the Site , together with all improvements thereon, and to terminate and re-vest in the Agency the estate conveyed to the Developer hereunder, if after conveyance of title, the Developer (or its successors in interest) shall: 1. Fail to commence construction of all or any portion of the improvements as required by this Amendment No.2 for a period of ninety (90) calendar days after written notice to proceed from the Agency; provided that the Developer shall not have obtained an extension or postponement to which the Developer may be entitled pursuant to Section 6.05 hereof; or 2 . Abandon or substantially suspend construction of all or any portion of the improvements at the Site for a period of ninety (90) calendar days after written notice of such abandonment or suspension from the Agency; provided that the Developer shall not have obtained an extension or 55 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e postponement to which the Developer may be entitled to pursuant to Section 6.05 hereof; or 3. Assign or attempt to assign this Amendment No.2, or any rights herein, or transfer, or suffer any involuntary transfer, of the Site or any part thereof, in violation of this Agreement, and such violation shall not have been cured within thirty (30) calendar days after the date of receipt of written notice thereof from the Agency to the Developer. (b) The thirty (30) calendar day written notice specified in this Section shall specify that the Agency proposes to take action pursuant to this Section and shall specify which of the Developer's obligations set forth in Subsections (1) through (3) herein have been breached. The Agency shall proceed with its remedy set forth herein only in the event that the Developer continues in default of said obligation(s) for a period of thirty (30) calendar days following such notice or, upon commencing to cure such default, fails to diligently and continuously prosecute said cure to satisfactory conclusion. (c) The right of the Agency to reenter, repossess, terminate, and re-vest shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit: 1. Any mortgage, deed of trust or other security interest permitted by this Amendment No.2; 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages, deeds of trust or other security interests; 3. Any leases, declarations of covenants, conditions and restrictions, easement agreements or other recorded documents applicable to the Site. (d) The grant deed to the Site or to any portion thereof conveyed by the Developer to another party, to the extent authorized under this Amendment No.2 and by the Agency, shall contain appropriate references and provisions to give effect to the Agency's right, as set forth in this Section under specified circumstances prior to the recordation of a Certificate of Completion with respect to such portion, to 56 SBEO/0001/DOC/001-l 11/15/00 200 jrnm e e e reenter and take possession of such portion, or any part thereof, with all improvements thereon, and to terminate and revest in the Agency the estate conveyed to the Developer. (e) Upon the re-vesting in the Agency of title to the Site, or any part thereof, as provided in this Section, the Agency shall, pursuant to its responsibilities under State law, use its best efforts to resell the Site, or any part thereof, at fair market value as soon and in such manner as the Agency shall find feasible and consistent with the objectives of such law, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligations of making or completing the improvements, or such other improvements in their stead as shall be satisfactory to the Agency and in accordance with the uses specified for the property, or any part thereof. Upon such resale of the Site, or any part thereof, the proceeds thereof shall be applied: 1 . First, to make any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred with respect to the making or completion of the agreed improvements or any part thereof on the Site or any portion thereof; next to reimburse the Agency on its own behalf or on behalf of the City for all actual costs and expenses incurred by the Agency and the City, including but not limited to customary and reasonable fees or salaries to third party personnel engaged in such action (but excluding the Agency's or the City's general overhead expense), in connection with the recapture, management and resale of the Site or any portion thereof; all taxes, assessments and water and sewer charges paid by the City and/or the Agency with respect to the Site or any portion thereof; any amounts otherwise owing to the Agency by the Developer and its successor transferee; and 2 . Second, to the extent that any and all funds which are proceeds from such resale are thereafter available, to reimburse the Developer, or its successor transferee, up to the amount equal to the sum of: (1) the Purchase Price paid by the Developer for the Site (or allocable to the applicable part thereof); and (2) the costs incurred for the development of the Site, or 57 SBEO/0001/00C/001-1 11/15/00 200 jmm e e e applicable part thereof, or for the construction of the improvements thereon including, but not limited to, costs of carry, taxes and items set forth in the Developer's cost statement which shall be submitted to and approved by the Agency. 3. Any balance remaining after the foregoing application of proceeds shall be retained by the Agency. ARTICLE VI GENERAL PROVISIONS Section 6.01. Notices, Demands and Communications Between the Parties. (a) Any and all notices, demands or communications submitted by any party to another party pursuant to or as required by this Amendment No.2 shall be proper if in writing and dispatched by messenger for immediate personal delivery, or by registered or certified United States mail, postage prepaid, return receipt requested, to the principal office of the Agency and the Developer, as applicable, as designated in Section 1.04 (al and Section 1.04 (b) hereof. 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 as provided in this Section. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is dispatched by messenger for immediate personal delivery, or two (2) calendar days after it is placed in the United States mail as heretofore provided. (b) In addition to the submission of notices, demands or communications to the parties as set forth above, copies of all notices shall also be delivered by facsimile as follows: to the Developer: Century Crowell Communities, L.P. 1535 South "0- Street, Suite 200 San Bernardino, California 92408 Attn: John Pavelak FAX: (909) 381-0041 with copy to: to the Agency: Redevelopment Agency of the City with copy to: Lewis, D'Amato, Brisbois & 58 58EO/0001/00C/001-1 11/15/00 200 jmm e e e of San Bernardino 201 North "E" Street Suite 301 San Bernardino, California 92401 FAX: (9091 888-9413 Bisgaard 201 North "E" Street, Suite 300 San Bernardino, CA 92401 FAX: (909) 383-9378 Section 6.02. Conflict of Interest. No member, official or employee of the Agency having any conflict of interest, direct or indirect, related to this Amendment No.2, or in the development of the Site, shall participate in any decision relating to the Amendment No.2. The parties represent and warrant that they do not have knowledge of any such conflict of interest. Section 6.03. Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not payor give, any third party any money or other consideration for obtaining this Amendment No.2. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer. Section 6.04. Nonliability of Agency Officials and Employees. No member, official or employee of the Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Developer or to its successor, or on any obligations under the terms of this Amendment No.2, except for gross negligence or willful acts of such member, officer or employee. Section 6.05. Enforced Delay: Extension of Time of Performance. In addition to specific provisions of this Amendment No.2, performance by either party hereunder shall not be deemed to be in default, or considered to be a default, where delays or defaults are due to the force majeure events of war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes or lack of transportation, weather-caused delays, inability to secure necessary labor, materials or tools, delays of any contractors, subcontractor or supplier, which are not attributable to the fault of the party claiming an extension of time to prepare or acts or failure to act of any public or governmental agency or entity (provided that acts or failure to act of the City or 59 SBEO/0001/DOC/001-l 11/15/00 200 jrnrn e e e Agency shall not extend the time for the Agency to act hereunder except for delays associated with lawsuit or injunction including but without limitation to lawsuits pertaining to the approval of the Agreement, and the like). An extension of time for any such force majeure cause shall be for the period of the enforced delay and shall commence to run from the date of occurrence of the delay; provided however, that the party which claims the existence of the delay has first provided the other party with written notice of the occurrence of the delay within ten (10) days of the commencement of such occurrence of delay. The inability of the Developer to obtain a satisfactory commitment from a construction lender for the improvement of the Site or to satisfy any other condition of this Amendment No.2 relating to the redevelopment of the Site shall not be deemed to be a force majeure event or otherwise provide grounds for the assertion of the existence of a delay under this Section 6.05. The parties hereto expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of any of them which may have provided a basis for entering into this Amendment No.2 and which occur at any time after the execution of this Agreement, are not force majeure events and do not provide any party with grounds for asserting the existence of a delay in the performance of any covenant or undertaking which may arise under this Amendment No.2. Each party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such party under this Amendment No.2, but that such inconvenience or hardship is not a force majeure event and does not excuse the performance by such party of its obligations under this Amendment No.2. Section 6.06. Inspection of Books and Records. The Agency shall have the right at all reasonable times at the Agency's cost and expense to inspect the books and records of the Developer pertaining to the Site, and/or the development thereof, as necessary for the Agency, in its reasonable discretion, to enforce its rights under this Amendment No.2. Matters discovered by the Agency shall not be disclosed to third parties unless required by law or unless otherwise resulting from or related to the pursuit of any remedies or the assertion of any rights of the Agency hereunder. The Developer shall also have the right at all reasonable times to inspect the books and records of the Agency pertaining to the Site and/or the 60 SBEO/0001/DOC/001-l 11/15/00 200 jmm e e e development thereof as pertinent to the purposes of this Agreement. Section 6.07. Approvals. (al Except as otherwise provided in this Amendment No.2, approvals required of the Agency or the Developer, or any officers, agents or employees of either the Agency or the Developer, shall not be unreasonably withheld and approval or disapproval shall be given within the time set forth in the Schedule of Performance or, if no time is given, within a reasonable time. (b) The Executive Director of the Agency is authorized to sign on his or her own authority amendments to this Amendment No.2 which are of routine or technical nature, including minor adjustments to the Schedule of Performance. Section 6.08. Real Estate Commissions. The Agency shall not be liable for any real estate commissions, brokerage fees or finder fees which may arise from or related to this Amendment No.2. Section 6.09. Indemnification. The Developer agrees to indemnify and hold the City and the Agency, and their officers, employees and agents, harmless from and against all damages, judgments, costs, expenses and fees arising from or related to any act or omission of the Developer in performing its obligations hereunder. The Agency agrees to indemnify and hold the Developer and its officers, employees and agents, harmless from and against all damages, judgments, costs, expenses and fees arising from or related to any act or omission of the Agency in performing its obligations hereunder. Section 6.10. Release of Developer from Liability. Notwithstanding any provision herein to the contrary, the Developer shall be relieved of any and all liability for the obligations of the Developer hereunder with regard to any Site Lot when a Certificate of Completion has been issued by the Agency hereunder with respect thereto, other than any covenants and obligations provided by the grant deed by which the Site is conveyed to the Developer hereunder. Section 6.11. Attorneys' Fees. If either party hereto files any action or brings any action or proceeding against the other arising out of this Amendment No.2, seeks the resolution of disputes pursuant to Section 6.12 hereof, or is 61 SBEO/0001/DOC/DD1-1 11/15/00 200 jrnm e e e made a party to any action or proceeding brought by the Escrow Agent, then as between the Developer and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit or resolution of disputes pursuant to Section 6.12 hereof, and not as damages, its reasonable attorneys' fees as fixed by the Court or other forum for resolution of disputes as set forth in Section 6.12 hereof, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. Section 6.12. Effect. This Amendment No.2 shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. ARTICLE VII ENTIRE AGREEMENT, WAIVERS AND AMENDMENT Section 7.01. Entire Agreement. (a) This Amendment No.2 shall be executed in three (3) triplicate originals each of which is deemed to be an original. This Amendment No.2 includes ___ pages and attachments, which constitute the entire understanding and Agreement of the parties. (b) This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any portion of the Site and the development thereof. (c) None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with the grant deed conveying title to the Site, and this Agreement shall continue in full force and effect before and after such conveyance until issuance of the final Certificate of Completion. (d) All waivers of the provisions of this Agreement and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Developer. ARTICLE VIII TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY AND RECORDATION Section 8.01. Execution and Recordation. 62 SBEO/OOOI/DOC/OOl-l 11/15/00 200 jrnm e e e (a) Following its execution by the Developer and prompt delivery thereafter to the Agency, this Amendment No.2 shall be subject to the review and approval by the governing board of the Agency in its sole and absolute discretion within forty-five (45) calendar days after the date of signature by the Developer. In the event that the Agency has not approved, executed and delivered this Amendment No.2 to the Developer within the foregoing period, then the rights and duties of the parties shall be as set forth herein shall terminate. The date of this Amendment No.2 shall be the date when the Amendment No.2 shall have been approved by the Agency. (b) The Developer and the Agency agree to permit recordation of this Amendment No.2 or any portion thereof against the Site in the Office of the County Recorder for the County where the Site is located. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No.2 as of the dates set forth below. AGENCY Redevelopment Agency of the City of San Bernardino Date: By: Agency Chair, or his/her d designee APPROVED AS TO FORM: Agency Special Counsel DEVELOPER Century Crowell Communities, L.P., a California limited partnership By Century Homes Communities, a California corporation Date: By: John W. Pavelak President (All Signatures Must Be Notarized) 63 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e STATE OF CALIFORNIA ss COUNTY OF On , 2002, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the Executive Director of the Redevelopment Agency of the City of San Bernardino that executed the within instrument on behalf of said Agency and acknowledged to me that said instrument was authorized to be executed pursuant to a duly adopted resolution of said Agency. WITNESS my hand and official seal. Signature: 64 SBEO/0001/DOC/D01-1 11/15/00 200 jrnm e e e STATE OF CALIFORNIA ss COUNTY OF On , 2002, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the General Partner that executed the within instrument on behalf of Century Crowell Communities, L.P., a California limited partnership. WITNESS my hand and official seal. Signature: 65 58EO/OOOI/DOC/001-l 11/15/00 200 jrnm e e e EXHIBIT "A" LEGAL DESCRIPTION SITE Exh. "A" SBEO/OOOl/DOC/001-1 11/15/00 200 jmm e e e EXHIBIT "B" AGENCY GRANT DEEDS I AND II [TO BE SUBMITTED IN A FORM MUTUALLY ACCEPTABLE TO THE AGENCY AND THE DEVELOPER BY A DATE NO LATER THAN THE END OF THE DEVELOPER'S DUE DILIGENCE PERIOD] Exh. "B" SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e EXHIBIT "e" SCOPE OF DEVELOPMENT The Site shall be developed as follows: thirty eight (38) single family detached residential units on the Site. The Site shall be developed in accordance with this Amendment No.2, but subject to the requirements of the subdivision map, zoning ordinance of the City and any variances or modifications therefrom as approved by the City. The Developer shall effect the design and construction with respect to the development of the Site in accordance with the Schedule of Performance (Exhibit "E") and this Amendment NO.2 as follows: The Site will be developed with thirty-eight (38) single family detached residential units and all necessary landscaping required by City laws and approvals applicable to the Site shall be installed. The development shall be first class, constructed of quality materials, to City Code, and shall be unified in architectural theme and treatment throughout the Site and adjacent off-site areas, insofar as reasonable and practicable. All improvements to be constructed by the Developer shall be constructed or installed in accordance with the technical specifications, standards and practices of the City and all governing agencies and in accordance with plans and specifications approved by the City. The Developer shall cause the fees paid to all governmental utili ties, for applications approvals. proper documents to be filed and or regulatory agencies, including for all required permits and The Developer shall at its cost and expense undertake and complete any and all soils, utility and drainage studies, plans and reports that may be necessary in connection with the development of the Site and shall provide a copy of said studies and reports to the Agency. Said studies and reports shall be completed prior to the issuance of any building permits for the Site. Exh. "c" - 1 SBEO/0001/DOC/001-l 11/15/00 200 jmm e e e Exh. "e" - 2 SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e EXHIBIT "D" SCHEDULE OF PERFORMANCE (Days shall be calendar days, and all dates herein are subject to change due to force majeure in accordance with Section 6.05 of the Amendment No.2) [THIS SCHEDULE OF PERFORMANCE SHALL BE COMPLETED IN A MUTUALLY ACCEPTABLE FORM BY THE PARTIES BY NO LATER THAN THE END OF THE DEVELOPER'S DUE DILIGENCE INVESTIGATIONS] Agency approval of Amendment No.2 January 7, 2002 Close of Escrow Within 90 days following Agency Approval of Amendment and Opening of Escrow Submittal of plans for approval _ weeks from approval of planning Agreement Submittal of construction documents and landscaping plans _ weeks from Planning approval Start of construction weeks from issuance of all permits Completion of model house weeks from start of construction Completion of Site weeks from start of construction plans Submittal of construction documents and landscaping weeks from Start of construction weeks from issuance of all permits Exh. "D" SBEO/0001/DOC/001-l 11/15/00 200 jmm e e e EXHIBIT "E" When Recorded, Mail to: CERTIFICATE OF COMPLETION We, , Chairperson and , Secretary of the Redevelopment Agency of the City of San Bernardino (the "Agency") hereby certify as follows: By its Resolution No. , adopted and approved , 2002, the Agency has resolved as follows: Section 1. The improvements required to be constructed in accordance with that certain Disposition and Development Agreement (the "Agreement") dated , by and between the Agency and , a California (the "Developer") on Lot No. of Tract (the "Lot") more fully described in Exhibit "A" attached hereto and incorporated herein by this reference, have been completed in accordance with the provisions of said Agreement. Section 2. This Certificate of Completion shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct and develop the improvements on the Lot, excluding any normal and customary tenant improvements and minor building "punch-list" items, and including any and all buildings and any and all parking, landscaping and related improvements necessary to support or which meet the requirements applicable to the building and its use and occupancy on the Lot, whether or not said improvements are on the Lot or on other property subject to the Agreement, all as described in the Agreement, and to otherwise comply with the Developer'S obligations under the Agreement with respect to the Lot and the dates for the beginning and completion of construction of improvements thereon under the Agreement; provided, however, that the Agency may Exh. "E" SBEO/0001/DOC/001-1 11/15/00 200 jmm e e e enforce any covenant surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement and the grant deed pursuant to which the property containing the Lot was conveyed under the Amendment No.2, dated Said Agreement is an official record of the Agency and a copy of said Agreement may be inspected in the office of the Secretary of the Redevelopment Agency of the City of San Bernardino located at 201 North "En Street, Suite 301, San Bernardino, California, during regular business hours. Section 3. Completion pertains is attached hereto. The Lot to which this Certificate of more fully described in Exhibit "A" DATED AND ISSUED this day of , 200 . Executive Director of the Redevelopment Agency of the City of San Bernardino Exh. "E" SBEO/0001/00C/001-1 11/15/00 200 jmm e e e EXHIBIT "F" RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 92401 Attn: Executive Director (Space Above Line Reserved For Use By Recorder) RECORDATION OF THIS INSTRUMENT . IS EXEMPT FROM ALL FEES AND TAXES REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO COMMUNITY REDEVELOPMENT HOUSING AFFORDABILITY COVENANTS AND RESTRICTIONS Dated as of , 200 Arrow Vista Single Family Housing Improvement Project NORTHWEST REDEVELOPMENT PROJECT e e e '---- REDEVEIoOPMEN'r AGDCY OF DE CITY OF SAN BDNARDINO CQMMONJ:TY REDEVELOPMENT HOOSING AFFOlmABILITY COVENAN'l'S AND RESTRICTIONS (Arrow V:isa si.nqle Fam:ily Bous:inq IIIIprovlIIIIent: Project:) THIS REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO COMMUNITY REDEVELOPMENT HOUSING AFFORDABILITY COVENANTS AND RESTRICTIONS (the "Section 33334.3 Covenant") is made and entered into as of , 200 , by and amonc CENTURY-CROWELL, Communities, LP, i'. California limited partnership - (the De-,eloper"), the REDEVELOPMENT i'.G<:NCY OF THE CITY OF S;l.N Bt:RNil.RDINC, a body c=rporate and politic (the "Agency"), and (t~e "Qua:i..:ied Hcrnebuyer"), ar~d thi.s Sec-c,:,ol: 33334.3 Ccve:"~a:1C rela.:es co the fo'low; fac~s s-~ fo~~" in RQri~-ls _ _ng '- ':_ _....l.. ...--'-=--' RECITl'.LS P-.. The Cl1:.:i:iec Rcr:-,e:;t.:.yer pro;:oses t~ acq1.1:.=e a si.r.gle fa~ily reside~ce (:he "New Hornel'), lcca:ed w:.t~in the Ci:y c: San Eernardi..nc (t:::.e "C.:..'Cylf) I froer. the Oe're:'c;er, to i::e c'~:".e::. ar:d occuoied bY the C~alified Eomebuve= as their c=incioal res:.de~ce. T~e iegal descripcior. of the New Home is a::ac~ec he;e:o as Ex~i=it "AU and incor;o=a=ed he=ein by this rs~e=ence. B. The P-.ge:1cy has used and a;::~:'ied ce=~a:.:'.. a.:fordable housing developme~t f~ncs f=orn the Lcw-a~c Moce=ate-Income Housing Funds of seve=al diffe=ent redevelo~~er.t p=aject areas, including t~e State College Redevelopment Project, to make the Ne',; Home a',ailable for ac::;uisition by the Qualified Homebuyer from the Developer subject to the terms and conditions of the Community Redevelopment La~ found at Health and Safety Code Section 33000, et seq. (the "Jl.ct") and this Section 33334.3 Cove:;,ant: a::c C, The Act mandates that the acquisition, use and occupancy of the New Home shall be restricted in certain respects for the term as provided herein (the "Qualified Residence period") ir, order to ensure that the New Home will be used and occupied in accordance with the Act and the affordable single family %esidential dwelling unit development goals and objectives of the Agency. SBEO/0001/DOC/3509.2 6/9/99 1130 lmk 1 e e e NOW, 'rEElUlFOR!:, IN CONSm~ION OF THE KtITt7AL COVENANTS AND ONO~GS SET FOUB IlEREDi, AND FOlt OTBmt GOOD AND VALOABLE CONSIDERATION, TBE R!:CEIPT AND SUFFICIENCY OF W:S:ICB IS HEllEl3Y AC:ltNOWLEDGED, TBE QOALIFIED HOHEl3tT!Ell, TBE DEVELOPER AND TBE AGENCY DO DlU:BY COVENANT AND AGREE FOR THEMSELVES, TBEIR SUCCESSORS AND ASSIGNS AS FOLLOWS: Sect~on 1. Def~n~t~ons of Certa~n Terms. As used in t~is Section 33334.3 Covenant, t~e following words and terms shall have the meaning as provided in the Recitals or in this Section 1 unless the specific context of usage of a pa=ticula= word 0= te=:u. may o~herNise re~ui=e: Adjusted Family Income. T::: wc:=ds "il.djus":e-:: Fa:7'.":"!.y :::c=::-:e" m:a~ the a~:icipa:ed t~ta~ a~ncal i~c=me (adjus~e= === fa::-:~~y s:.ze) c: ea:::: i:'.::i7ic:.:a: c= fan:.2.y :=es.:..c.:.:-.; c= c=ea,:e= as resic..:..::g i:;. t:tB Ne',.; He::".: as ca~c'..::a :2= i:: a=(:::=::.a:"'.ce w.:.. ::-. T=easu=y Re~'..:.:'a:.:..or: 1.157(:<: 3c) (3i u::=e= t::e e....._:, as adjl.ls:e~, 1:=.52= u=or: f~~.:.:": s.:..ze ~ - a::::::==a:".::e .(V.:.... :':-. ::-.e hc~sc~c_= i::~=we a=jus~~e::: :ac:~=s a=~US:'2= a::c a~e~=== :=:~ t.:..me tc ti::-.e, ;:'.:=:s~a::: \::: Se=:~c:: e c: t::; (J:-.:.:e::: eo"s'~c "c- c: '~~7 a~ a=e:::::ec. r::. '- ~..... r". '- _ -.., -, - c::'-.=-.::.=: - -- --- Affordable Housing Cost. T::e words ";'.::crda::2.e H~H':5i:-~C; C;:5:" sha:l haVE t~; ~ea~.:..ng as s.=.- f~=~h i:: Hea::~ a~d Sa:e:y C=~e Sec~ion 50052.5. In t~e case of a Mccera:e I~co~= E=~s;~c:~, t~e A::c==a=le E=~s.:..~g C::5: a~ t~e \:.:..~e 0: \:~e c~=se c: t~e Ne~ Heme Esc=~w s~all roc: ce less t~a~ tNe:::y eiq~: ~=rc=::: (28%) of t;~e <;==5S i~c':17.e c: the h=t.:se:-.c~d, I'l.or e:,::ee:: t:-.e prodcc,= c: t::i=:y-f.:..ve ;:er::e:-:: (3:-%) ti:nes cr.a t:;.:::==e-::: ':e:"'. perce::t (llO%) c: area me~.:..a~ inc~ffie f~= the city a=jus:e::: f::r family size as a~::ropri2.':e for the Nsr,.; Ecme. I:: the e7e::t that either the Qualified Ecmebuyer at the tiffie 0: the c~cse c: the New Hc~e Es==ow, cr la~e= tha: a pro~cse~ S~ccessor-:::- Interest may 1:e a "very low incor.".€ househcld" 0= a "10''';;= income house~old", as these terrn~ a=e define~ in Hea~th a~d Safe~y Code Section 50053.5(0), the~ i~ such eve~t the a~c~~~ of the maximum P.=fordab:e Eousing Cost paya~le by a:-::,...' s...:ch Successor-In-Inte=est hcusehold in co~nectio~ w.:..t~ t~e acquisition of the New Home at any time duri~g the Qualif~ad Residence perioc shall ca calculated as se~ forth in Eeal~h and Safety Code 50053.5(b) (1) or (2), as applicable. Code. The word "Code" mea::s the I~ter~al Reve:1ue Coca of 1986, as ame~ded, and a~y regulation, r~l~~~s 0= ~=ocec~res with respect thereto. SE!O/0001/DOC/3509.2 6/9/99 1130 1ml< 2 e e e Oelive:y Date. The words ~Delivery Date" mean the date of delivery of title and possession of the New Home from the Developer to the Qualified Homebuyer at the close of the New Home Escrow. Moderate-Income Household. The words "Moderate-Income Household" mean persons and families whose income does not exceed one hundred and twenty percent (120%) of the area median income of the City adjusted for family size by the State Depar'i::nen'i: of Housing and Community Development in accordance wi th adj ustment factors adooted a:-,d amended from time to time by the United States Depa~t:nent 0: Housing and U=ban Develo~nent pursua~t to Section 8 of the United Sta~es Housing Act 0: 1937, and Health a~d Sa:ety Code Section 50093. New Home. T:"'J.e w::rds "Neii ::::::e" mea:"'. a:"'.c re:e= ~~ '-~ -"'0::. '-.-- c:~~~e~ed a:===ca=:e s~~;~;-::~:~y =es:ce~t:=: cwe:li~g ~_:~ (.:..::,:luc!..:..!"!.~ t:-.-= la:-.d arlc la::cs:a;e i:n;:=Otle::-.e:-.-:s t~e=ecr!.) as C~r.s"r"c"'Q.,.J -_,.oJ ; ~C::";I' 1c,..; b'. --- C-'I"'OO'::'- --..... c::....~,..; to -.....- ....,. ,-_""", '-__ c,.._ _~__'-_____ y l....':: ': __ _ __ G.._ _.......:....... I....C Qua:ified Ec~e~~ye=. New Home Esc=ow. The wor::! "Ne:.; r:(;::'.e Esc=o'..;" rr.ea:'.. a~c!. re:e= to the real es<:a:e conveyar:.ce t=a::sa=ticr~ or esc=o'..J by a:-'.c be:Nee~ the Ce/e:=~e= anc the Q~a:i:iec Ec~e=uye= (0= lace=, by and be:we~~ t~e Quali:ied F.=~s=~!e= a~c t~e Successo=-:~- In:s::es:.). Tr-.e t=a::s.:e= c: t:-.e Ne;; ;::;ne froi":'l t:-.= De7elc;:e:: to the Qt.:alifie=. E::::-~ebuye= (0= .La::::, by a:-:.c betwee::. ~:le Qual.ified Hc-rr\~~1;.:;e= a::.c t::e S:..:.::=s.s~:r-!n-::-.:e=est) shal:.. be ac::cmplished U~C~ the clcse c: t~; ~ew Heme Esc=owo Notice of Agency Concurrence. T~,e words "Notice of JI_ge~cy CCi:curre:-.ce" mea:"'. and re:e= t~ the ack:1~'..Jledg!':i.ent in recordable fo=~ in which t~e A~e~cy confirms tha~ the prcpcsed Successor-In-Interest of the Q';=.lEied Homebuye= satis:ies all of the Adjus~ed Family Income a~d o:her re~~ire~ents of t~is Section 33334.3 Covenant for occuFa~cy of the New Home by t~e Successor-In-Interest a~ a~y tiIe during the Qualif~ed Residence Period. Qualified Homebuyer. The wores "Qualified HOr:lebuyer" me=.::. t~e pu.!:chaser 0: the Ne'" Heme fre"" the Develocer (e.g.: all persons ide:-,tified as having a property ow;ership interest vested in the New Home as of the close 0: the Ne'" Hcme Esc.!:ow). At the close 0: the Ne. Heme Esc.!:ew, the Quali:~ed Homebuyer shall: (i) have a~ a:-.nu=.l Adju5'i:ed Farr.ily Ince:::e which does r.ot exceed the hct.:se~:.cld inc=.\.\e qua.lifica~iorL S=~Oi~OC1/CCC/3:09.2 6/9/9; 1130 lmk 3 e e e limits of a Moderate-Income Household: Iii) shall be a first- time homebuyer, as this term is defined in Health and Safety Code Section 50068.5; and (iii)pay no more than an Affordable Housing Cost for the New Home pursuant to the te=s of the purchase transaction for the New Home, including all sums payable by the Qualified Homebuyer for its purchase money mortgage financing, insurance, escrow and other fees and costs. Qualified Residence Period. The words "Qualified Residence Period" mean the period of time beginning on the Delivery Date and ending or. the date which is ten (10) years a :~e r the Delive=y Date. Section 33334.3 Covenant. The wcr:::s "Se=:ic:'. 3::334.3 Cove~a~:" ~ea~ these Redevelocrne~t Ace~cy of t~e Ci=y of Sa~ Berna==:.no CCIro.l'TIt.:::icy Rede~le:o;:rr.e:l:'" EOL:s:.n; F.f:~:-=a=:.!.i~y Covena~~s a~c Res~=ictior.s by a~c a~o~g t~e C~a:ifie~ Homebuye=, t~= De,e:cpe= and the Aqe~cy ge=ta~~i~; c= t~e Ne~ Earns. Successor-In-Interest. The wc=ds "S~==e5sc=-:n-!n=e=e~:" mea~ a~d refe::- to t~e ~e=scr., fa~ily 0= r.=~se~cld w~ich ~ay ac~~i=e the New Heme f=om the Qualified Hc~et~ve= a: any ti~e d~=inc ~'."." Q".:1~f~:::.~ ~=c:~dQ"cQ p:::....~cc. C"I :'.....---c=- - --c: ......""-0;:........... ... _ '-__....____ 1'_..._ _.. _ ___ .. =-....__..::._c, c:..::_:",::,o...'_,._, t=ans:e= 0= othe=N~se. The Suc=essc=-:n-Inta=es: s~a:l be a "first-time hcmebuye=H and sha~l ha7e a~ inccrne level fer the twelve (12) months prior to the date C~ w~ic~ t~e S~ccesscr- In-Inte=est acqui=as the New Hc~e w~~=~ does no~ ex=eed the rnaximun Adjus:ed Fa~ily Inco~e lei;: f=r a Mcce=a:e-:~come Household. Upon acquisition 0: t~e Ne~ Hc~e the S~ccesscr- In-In~e=est shall be bound by ea~~ cf the c=ve~a~ts, conditions a~d res~ric~icns of th~s S:~:icn 33334.3 Cove~a~t. The titles and headings of the sections of this Section 33334.3 Covenant have been inserted for co~venie~ce 0: reference on~y and are net to be conside=ed a part hereo: a~c shall net in any way modify or restrict the meaning any of t::e ter::-.s or provisions hereof. Section 2. Acknowledaments and Reoresentations of the Oualified Bomebuver. The Qualified Hcmeb\lyer hereby a=k~=w~ecges and represents that, as of the Delivery Date: (a) the total household income for t::e Qualified Ho~eb\lyer does not exceed the maximum amount per~itted as Adj\lsted faillily Income for a Moderate-Income Household, ad"usted for faillilv size; - . S3EO/0001/OOC/3509.2 6/9/99 1130 lr.lk 4 e (b) the Qualified Homebuyer intends to promptly occupy the New Home after the Delivery Date as the principal place of residence for a term of at least two (2) years following the Delivery Date and the Qualified Homebuyer has not entered into any arrangement and has no present intention to rent, sell, transfer or assign the New Home to any third party during the Qualified Residence Period so as to frustrate the purpose of this Section 33334.3 Covenant; (c) the Qualified Homebuyer has no present intention to lease or rent any room or sublet or rent a portion of the New Heme to ar-y relative of the Qualified Homebuyer or to any third person at any time during the Qualified Residence Period; (d) t'ne sum ~=ya"l" e=ch mc~.;" ;"1 -;.,,, Q,,-1;'''''''; "'e~e"u""- . 1:-'- --'- -. l j,._.~ ~~ ....._ __c::.__.:......_... ~ .H - 1-- ~ollowing the close cf the Nst..; Rome Es=row c:..':l p=:.n::i:a: a:"'.= 1~te=est, proper~y taxes a~d, p=c~e=~y cas~21cy i~s~=a~ce for t~e acquisition of the New Herne does no: ex=e5~ the A~fc=da~:e Ec~s;.~; Cost for the housc~c~d; (e) tte Qua~~fie~ Ecmebuyer a;rees :: ~=ov~ce t~e A;e~cy W~~~ the follow'ir:g i'::::':5 of infor:na:..:..cr. fer i::s~ec:icr;. 1:y t:-.e P-.ge::="! p~cmptly upon w=i:~e~ re~uest 0: the A~e~cy: e (i) S:a':e and fseera: i~c:~e tax retu=~s filed cy a:~ persons who res:.ce ;... t:tE Nc",'; Home fo= t:-.; calE~da= year pr:ced~~g t~e close of the New H=~e Es==cw for ins;ec~ior. c: s~ch S~a~e a~c fede=a~ i~come tax retu=~s; (ii) C:11:1:e:::: wage, i:1c::me ane salary s'::a'::e:ne:1ts for all ~e=son residing i~ t~e New Home a: the close of the New Home Escrow; (f) The Qualified Homebuyer has bee:: informed by t~e Developer that this Section 33334.3 Covenant imposes certain restrictions on the use and occupancy 0: the New Heme during t~e term of this Section 33334.4 Cove:1an: ane that this Section 33334.3 Covenant imposes ce=ta~n restrictions on the resale of the New Hc~e during the Qualified Residence Period. The Qualified Homebuyer ack:1owledges and understands that these restrictions shall be applicable to the New Home and to any resale of the New Home from the Delivery Date to the end of the Qualified Residence Period which is , 201 Dated: Initials 0: Qualified Homebuyer e S=~O/0001/DOC/3S09.2 6/9/99 1130 lmk 5 e e e Sec~~on 3. Covenan~ of the Oualified Homebuver ~c Maintain Affor~s~ilirv of ~. New Home Durintt ~e Oua1i~ied Residence Period and Covenan~ R.1a~ina ~o Sale or ~aftsfer of ~e New Home Ourina the Oualified Residen~e Period ~o a Suc~essor-~n-In~erest. (a) The Qualified Homebuyer for itself, its heirs, successors and assigns, hereby covenants and agrees that during the term of the Qualified Residence Period the New Home shall be used and, occupied by the Qualified Homebuyer as its principal residence, and that the New Home shall be reserved for sale, use and occupancy by the Qualified Homebuyer and/or for another Moderate-Inc~me Household as a Successor-!r.-Inte=est at a~ Affo=datle Hcus~n; Ccs~. The Qualifie~ Home=uye=, for itself, i:5 hei=s, s;.:,ccessc=s a~.c assigns, fu=~~e= cove~a~ts and ag=ess t~a:, duri~~ the C~a:i:ie~ Reside:1ce Pe=iod, the P-.qe':'.cy shall ha't~ t~e rl.;:-.~ a:-.::. c.,.:::::" as p=ovi~ed in t~is Sec:io~ 3 to ve=::y t~a: e:c~ ~=c~cs:d S'.:==e====- I~-I~te=est cf t~e Qualifie= Hcme=~y~= ~~ t~e N=~ E=~e s~~:=f~e5 t~e income re~~~r;~e~~5 a~c Afforda=:e E:~s:~; Cos~ l~~~~:::~~s cf 2 Mccerate-:~c=~e E~use~c:d (tased ~~~~ t~e A=~~s:e= Fa=~:l I~=:~e of =a=h ho~se;.olcj, a::.= t~a: t:J.e c:i:".;::"e::.cr: 0: a:"~:l =e=a:e or t=a:-.s:er 0: t::.e Ne'..,' E::r:-.e t-:: a S:..:=:e5=::=-::::-.-:r'.~e=e5: 5:-.2__ C;: s~bjec~ to t~e ~ec~==a::.=n c: the "Nc:ice cf Age~c:l Ccnc~==e~ce" as p=c~l.:..ded i:-. Se,::~ic:-. 3 {c.; . (b) Tte Cua:i=ied Hc~e=uyer, !or i:se:f, its success~rs a~c ass:g~s, here=y c='le~an:s a~c agrees tha: d~=ir:g c~e te=~ of ~ne Qua:ifiec Resice~ce Pe=icd the Qualified Ecmebuyer shall ~=~ 5::"1, t=a:-.s:er or ct~..er'..;:.se c.:..spose of t:-.e Ne','J HOrr'.e (cr a:'.y i:::er:5': t;;,e=e.:.n) to a S:,;c::esscr-Ir.-::-..':ere5: '''':..t:-,:u: firs: C;:v.:..:-.~ w=:..::;:--. not.:.ce t::: t::e p.,ge::.cy a:"'.c. w:.:ho\.:: firs: obta:'~_:':1g the w=.:..~:e:"'.. COr.c~=re~ce of the A~e~cy as p=ovidec herein. A: least six~y (6~) days prior to the date o~ w~ic~ the Qualified Homebuyer prc~cses to tra:!.sfer title in the New Heme to a Successor-In-Interes':, the Qualified Homebuye= stall se~d a writte~ notice to the A~e~cy as provided in Section 17 of the intention of the Qualified Eernebuyer to sell the Ne~ Heme to a Successor-In-In~erest which includes the following t~~e a~d correct infor~at.:.o~: (i) name of the proposed Successor-I::-In:.er;s~ (including the identity of all persons in the household of the Succe5scr-In-Interest, ~ropcsi~~ to reside in the New Herne) ; (ii) copies of State a::d feceral incorr:e ta:< re':t:r::s for the Successor-In-!:1:.~=est for the ca2.e:".=a.= yea.r preceding the year in whic~ the no~ice of SEEO/0001/OOC/3509.2 6/9/99 1130 lm~ 6 e intention to sell the New Home is given to the Agency; (Hi) resale price of the New Home payable by the Successor-In-Interest, including the terms of all purchase money mortgage financing to be assumed, provided or obtained by the Successor-In- Interest, escrow costs and charges, realtor broker fees a~d all other resale costs or charges payable by either the Qualified Homebuyer or the Successor-In-!nte=est: (iv) name address, and telephone number of the esc=ow ccrnF=a~y whic~ s~a2.1 cco=dina':e the t=a:""~sf:= of t~e New Horne f=crn t~e Q~alified Hcmebuye= t~ t~e S~==essc=-In-:~~e=est; (v) a;:::=::~=ia:e rr.:=~g:ge c===it re:e=e::::e f'"'- t::e S1..:==esscr-!:"~-:n:e==s': w.:..:h a w'=.:.:~e;: a'..l:::-.c=.:.zatic:1 s:;:-.c:d by t~e Su==esso=-!::-I:,,:.:e=es: au~:-..c=izing t:1E: ;'.;e~c:! to con~ac: ea=~ s:...::::: re:e=e::CE: a::~ (-v':') s~c:-:. c=ne= re2.s7a:-.: e reascr.abl.y r::..-"cc:- ---:,....---, in=o=~aticn as t~e Aqe::cy ~aj a.s p=ov:.c.ed in Se:::~ion 3 :c; . (c) Within t~e::~y (20) dais f~llcw.:.ng re:::ei~t of the nc:ice of intentio~ desc=ibe= in Sec~icr. 3ib), t~e A~e~cy sha:~ p=c~~ce the Qualified ~cmebuye= with e~~~e= a p=slimina=y c~nfi=~atic~ c: ap9=oval or a pre~i~~~a=y reje=~ic~ 0: a~p=cval i~ w=icin~ 0: t~~ i~corne and househclc cc=upancy ~~a:i:ica~ior.s 0: the Suc=essc=-:~- Inte~est. The A~e~cy s~all not u~=easor.ably withhold a;p=oval of any proposed sale 0= t~e New Hems to a Successor-In-Inte=est w~o sa':isfies the Adjus'::ed Fam.:.ly Incc~e and the Affordable HOL:s':':lg Cost requirements for occupancy of the New Home and for whom the other information as described in Section 3(b) has been provided to the Age:-.cy. In the e,,-ent that the JI.gency may request additional information relating to the Cor.:i=illa:ion of the matters describe: in Section 3 (b), the Qualifie:= Eomebuyer shall p=ovide S:1-=~ information to the Agency as promptly as feasible. (d) Upon its final confir::latic~ of a;:proval of the JI.djL:s':e:: Family Income and Affordable HOL:sing Cost eligibility of the Successor-In-Interest to acquire the Ne'N Home, the Age:-,cy shall deliver a written acknowledgment a~d approval of the resale ef the New Home to the Successor-In-Interest in recordable ferm to the escrow holder referenced in Sec::.ion 3(b) (iv) above, and thereafter e 52;0/0001/00C/3509.2 6/9/99 1130 1mk 7 e e e the Successor-In-Interest may acquire the New Home subjec: to the satisfac:ion of the following conditions: (i) the recordation of the Notice 0 f Agency Concurrence executed by the Successor-In-!nterest and the Agency at the close of the resale escrow; {iil the escrow holder shall have provided the Agency with a copy of the c::s:cmary for::! cf the final escrow closing state:nent of the Qt:alified Hcmeb~ye~ a~d the fina: esc=ow closing s:a~e~ent fo:' t~e Suc=esso=-In-:~te=es:; a~c (iii) the c~he= ccr:.c:.::.or.s es:a=:ishe~ by the S~c==ssc~-:~-I~::=;s: of the resale es==='.~' as Cualif:.ed Es~==~!== a~d. 5~a:l have =ee~ sa::.s::.ed. (ei Tne Qua.:.:.::..e::. ECrils=llye= f-== :":5e:':, ; ~== 5:.:==255::=5 a::c as::.:.g:"'_s he=e:;v C::~/'e::a:-_:.s a:-.d a;==:s _.._... c:.:=.:..::c t~: C'.:a:i:.:..ed Res.:.de:"'.::e Pe=:..cc. t:-~e r-ie....; Hc~.e .5:-.=.':'2. nc: ;:e lease'::, 5:..:=:"e2.5=::', c= r----..- ... ....n~......: r'\e--o~ e.{---- ~o'" - ---- ...-...... .....--;oc. (-...- ...... :.._;..... ,-0 any ,I.. __-: :" ~.;, hI . -==:.- ... - :: '-':"':-,0...::_;: :'~-- _"\""- '-- ex::e= 12 mo~~~s) ~~ t~: eve~t c: a~ e~::;e~c! c: c~~:= ~~:~=see~ c::=u~s:a~ce as may be ex~ress~y a;;:ove=:~ w=i::~; Cj :~e A;a~cy s~b~e=: to co~clia~ce d~=inc t~e te==c=a=j~' ren:al ce=:cd w:=~ t~e ... . ..... . ra:sc~:=le te~~o=a=y r=~tal cc=~;a~cy c:~c~::c~s r=~~~=e= ty t~e A;e~cy. T~e Quali=iec Ecmeb~ye= sta~l S~=~~: a w:~:~=~ re~~=s= t~ the A~e~cy p:ic: t= t~e c~rr~e~ce~e~: of :~e te~;c=a=j oc=~~=~=y, as prac=ica.::1e, but in a-:.: eve~: \<.I'i.:::.:..:: :-'.::' me!'e t:-;a.:1 (6:: cays fc' '0'." t' co ---c"'---~ o~ - t---c-_. ~ C - ,---c'. -- --- __ . w_:lg ne . ~..:=.. ,-...':.~~ ~. ~ ':..,~ --:.=! re:;.~al c_.....:--c::...:!.....,.: '-:~; Ne~ Ec~e by a t~~=~ pa==y, w~~=~ r.c::ce s~::~ sa: fc=:~ c~e q==Ur.C5 e~ wt~c~ the Qua::fie= E~me=uye= tel~e~es a.~ e~e=;e~=y c: c:he: u~:or=seen circun~:ance has ccc~==ed a~= t~a~ a te~~c:a=y =e~:al occupa~cy in necessary. Section 4. Maintenance Condition of the New Home. Qua.lified Homsbuye=, fo= itself, its suc=esso~s a~c assig~s, CC7e~a~~s a~d agrees t~at: The he=eby (a) The exte=io~ a=eas 0: tte Ne~ E~~e w~~c~ a=e s~=~e=~ to public view (e.g.: all improve~e~ts, pai~~g, walk~ays, la.~ds=a;~ng, a:'.c c=:1amentation) shall be ma~nta~nec. i~ geed re;:ai:- a:-:d a nea':, clean and orderly condition, ordinary ~ear and tear ex=e~~e=. In the e~/ent that ~;.. any time cering t~e term 0: the Qt.:a:i:ied Residence Period, there is an occurrence c: an adve=se cor-di~icn on a:-.y a!:ea of the New f.ome which is s'~=ject to public vie.... in cc~~ravention of t~e ge~e=al rna~~tena:'.ce s:a~ca== descr~bec a=ove, (a "lv!a~ntenance Deficie:lcy") then the P..~e;Lcy s:::.ll not~fy th: 5=2:/000:/OCC/3509.2 6/9/99 1130 lmk 8 e e e Qualified Homebuyer in writing of the Maintenance Deficiency and give the Qualified Homebuyer thirty (30) days from the date of such notice to cure the Maintenance Deficiency as identified in the notice. The words "Maintenance Deficiency" include without limitation the following inadequate or non-confi=ing property maintenance conditions and/or breaches of single family dwelling residential property use restrictions: failure to properly maintain the windows, structural elements, and painted exterior surface areas of the dwelling unit in a clean and presentable manner; failure to keep the front a!1.d side yard areas of the prc~e=~y f=ee of ac:::u.mula~;c debris, a~5=:'ia::.ces, l.'no~e~~~'o mct-r ve~;ciQ~ or rr:c-~~ vchiC'o ~-_-c or froc . ~ __.....__ . -'_ _ _ ___ .. '_...... _.._.:.._ :--c::..:..'-_t - ---- of s~cra=e of lurrber, buildi~c ilia~eriais cr eG.~~_=~e~~ net - -- reg~la=ly i~ use on the ~=ope=:y; fa.:.2.u.:e t::: re;ula.:ly mcl.... la:..,..:":' a.:eas 0': ~e=:n.:.. ~ grasses pla:-.ced i:1 l='..;:,~ areas t~ e:(=eec nine i:-.c::.es (9") i:1 he~;~c, cr failure to Ot~e=N.:.se rnai~~a.:.~ t~e la~~sca;i~~ i~ a reasc~a=_e c~nditio~ fre: cf wed a~= cee.:.:.;; pa.::.c:":1C; c: a:-.y COr:'!7le.:c:.a_ U'.c:cr vehicle i:1 e:<::ess of 7,000 pcu~ds ~=oss wei~~: a~YN~e=e 0:1 t~e p=o~s=~y, C~ t:-..e pa=~ing c:: rr.cto:: ve::icles, boa:5, ca:npe= sr:ells, tra~le=s, rec=eatior.al ve~icles a~d the like i~ a~y side ya== c= C~ a~y ot~e= par~s of t~e pro~e=ty wh~c~ a=E not covered by a paved and i~?er~e:~le surface; the use of t~e garage area c: the dwe~ling c:"'.i'C for p~=~oses other than the pa=ki~g of motor vehicles and the stc=age of pe=sonal possessions and mecha~ical e~uipment of persons residing in the New Home. In the e7ent t~e Qualified Homebuye= fails to cu=e or commence to cure the ~ai!1.tenance De:icie~cy within the time allowed, the Agency may thereafter conduct a pClblic hearing following t~a~smittal of written notice thereof to the Qualified Eomebuyer te!1. (10) days prior to the scheduled date of such public hearing in orde= to verify whether a Maintenance De:iciency exists and whether the Qualified Homebuyer has failed to cCwply with the provision of this Section 4 (a). If, upon the conclusion of a public hearing, the Agency makes a finding that a Maint:~ance Deficiency exists and that the=e appears to be non-comp:iance with the ge!1.eral maintenance.. standard, as described abo'l:, thereafter the Age:'lcy shall have the right to enter the New Home (exterior areas only) and perform all acts necessary to cure the Maintenance De:iciency, S5.C/0001/00C/350;.2 6/9199 1130 1m. 9 e e e or to take other action at law or equity the Agency may then have to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the Agency for the abatement of a Maintenance Deficiency as authorized by this Section 4(a) shall become a lien on the New Home. If the amount of the lien is not paid wi thin thirty (30) days after written demand for payment by the Agency to the Qualified Homebuyer, the Agency shall have the right to enforce the lien in the manner as provided in Section 4(c). (b) Graffiti which is visible from any public righc-of-way whic~ is adjacent or contiguous to the New Home shall be removed by the Qualified Hcmebuyer from any exterior surface of a structure or im~rovement on the New Home by either painting over t~e e7ide~ce of such vandalis~ wi~h a paint which has bes~ color-matc~ed to t~e surface on wr..ic::. the pa~nt is c!:J=lied., or cra:fi<:i ma'! be r:::'~cve-:. ... .. .. w:.th solve~ts, de:.er;e:-:ts or water as a;:;:=o;:riate. Ir:. t::e e"le:".~ t~a': graffic:. is place~ on the New Eome (ex':erior ar::s c~:y; a~= s:..lc:;, c....a=fi ~~ is vis~=:~ from a::. ad~ace:-.~ 0"" c~n~~=UC1..:S c'..:.l:l.:.:: ...- - --- .. - ... .. r;c~- 0= f--' --~ t'-,::....-=:_=- s"c:" c""-'::';-'; ;c:: n~. r--,.....-,...: W"---.'" ," _~..'_- ~-'Nd.Y c...... ..__=__'-_';" ...... ...-=--';"-'_. -- ....1.. ;~.,.... .,;.... -'....._-" ... h'""'''''''s f'1 ,''''c t'"'e t';~J::. 0= ~..s a--'';,...--;.....P'''' ---e- in c"c'" e.........- --,.. .........._ o...._Cw:..~... "l. _..~'- ':".l.. ~:-~__C,__""~_I '-.l .. _l. __" I:..... c:..._ w:t~o~: notice t= t~= Cua~ified Ec~sbuys=, t~e Ag=~cy s~a~: ha~; t;",e righr: to e:-_~e= t~e Ne'ti He::lE c,.l.I,.." rS:i".CVE t::e g=a::.:..'::.. Noc~:t~scanding a~y p=vv:sion cf Se~~icn 4(a) to t~e c~n:=a=y, a~j S~~ ex~e~dec by t~e A;e~cy for t~e rs~cva: c: g=a:fir:i f==~ t::e Ne~ Home as autnc=izec by this Secticn 4{b) s~all becc~e a lie~ C~ t::~ New Heme. If the a~cu~t of the lie~ is nee paid w:.:h:.~ t~:=:y (30) days a:'Ce= w=itt~~. ce::1c.:ld for t:ayment by the p._~e~cy tc t~e Qua:i:ied Hcme~~ye=, the Agency s~a~~ have t~e rigtt t~ e~:~==e i:s lie~ in the manner as provided in Sec~io~ 4(c). (c) T'ne p--~'eo h---.o fu-~'"'e- m..~.,-'l', u-c'e-C--.,,,, a-c' -c--- c:..-._':' _ ..c_';... _...j. _ h.....l..U:::...:.._:: .. __...:::..."- .. c:.._:; that the ric;h':s confe==ed upon t~e ~.ge:';.cy under this Secci.::r:. 4 ex~=essly include the power to escablish and enforce a lie:'!. c= other encumb=a~.ce a~ainst the New P.cme i:l the ma::ne= p=o~j'i.cied. unde~ Civil Code Sections 2924, 2924b and 2924c in the a~ount as reasonably necessary to restore t~e New Home to the mainte~ance sta::da=d required u:!.c.er Section 4 (a) or' Sectior. 4 (b), i:"lcludi.:"~g attorneys fees and costs of the Agency associated w~tn the aba~e~ent of the Mainte~a~ce De:iciency or removal 0: g=a:fiti. a::d the collection of the costs of the Agency in conneccion wich suc~ action. In any legal proceeding for enforcing such a lien agains~ the New Home, the prevailing path shall be entitled to recover its attorneys' fees and costs of suit. The provisions of this Secticn 4, shall be a covenant running with the land for the Qualified Residence Period and shall be' enforceable by the Jl.gency in its discretion, cumulative with any other rights or powers granted by the Agency under applicable law. Nothing in the foregoi~~ p~ovisions of this Section 4 shall be dee~ed to precluc:e the sa~O/0001/DOC/3509.2 6/9/99 1130 l:nk 10 e e e Qualified Homebuyer from making any alterations, additions, or other changes to any structure or improvement or landscaping on the New Home, provided that such changes comply with the zoning and development regulations of the City and other applicable law. Section S. [RESERVED/NO TEXT] Section 6. [RESERVED/NO TEXTl Section 7. Aaencv Riaht of Foreclosure of First Refusal. Purchase Monev Mortaaae Loan and (a) Dt.:.=inc; t:-.e Q~a!..:fi;c Res:'::;:,:::: Pe=:.cc -::-.: .:'.;e:"'.cj s::a_~ ha"re the rJ..g~: (ot.:: roc\: tr..e co:'.:..;a::...:::) ::; ti.= C:"'. t:-.e t=:~==:-.ase c: a~v mortaace lca~ 1':;:: sec~red tv t~s Ne~ Eo~e a: t~e t.:..~e C: 2::_'1 _ _ J - t=~s:ee foreclos~=e sa~e or a~y juc.:..c:.a: :~=ec:os~=e sa~e. (b) DL:.=ing t:-.e Q1..la!.ifiec P.es:.::e::ce Po:.=.:..oc. 'C:-~e .~_;,e::cy 5::22.1 r.'.a.";::; t'ne r"c"- o~ S:~ .....=:- ro~uc::.=~ .0 ..~,....-...-c:- <>--.:=, 1\'-" ~_....- ;-0- .......- "_ L _.....1,.. _ ....___ _ _.:.. ___ 1,..' :-____..c::._,= t...._ l.:::"" "-'0"= .:.._ ~.. t....'::: Qua:ified HCffieb~ye= C~ the sa~e te=~s w::.:..c~ tne Qt.:a:i::.ec E=~e=uye= may propose to 0::== the New Eom: fo= :;::5a2..: t~ c. S:..:ccess-I:-:- In~==es:. T~e Age~cy mus~ exe=cise s~c~ a r~~~: c: f~=s~ ~::~sa: wit;-.in thir~y (30) days follcr,..'~ng w=i-:~e:"'. noti:ica~ic:-. c: t::e in~--tio 0': t'no Ql'_c; -F";o,-J HcI""'!Q;....'.v-- ~O ...---11 ......c 1\'_" t;.....-- a-"': ~ = _. I..:::..L _ r. ~ .. _ _c._____.... ..._.......~ c_ '- ....;;::::__ 1...1_ L'jC'" .."",....0:::., ~.......:..- the Agency accepts the offe= in w=i~::-:g wi~tin s~c~ ti~e ~e=icc t~e P-.gency shall be bO~:"..d to ccrr.p:'e~e t~e F'.l=c~ase c: t~e Ne....i E::::-.e s-:=ictly in acco==a:-:ce wit~ t~e c::e=. T~==ea::e= L~e A;=~cy s~a:l pay the "resale E=!:ice" to the Qua:i:ied Ecr.-.ebuye= c.:;.c close a:". esc'!"'ow for t'no t"-nc::=o", o~ tn' 0 N=." r..::C"'~ .0 tn' e 'c=-.....'r w.:-....;"'" c::;x.'/ _ ~ _ _c::.. ...___ .... _ _/II r:. .;~_ I.. r'..-'.'-1 -'-..-'. --. -.: (60) days followi~g w=itten nctifica:ic~ cf t~e i~:e~:ic~ of t~e Qualified Honebuye= to resell the Ne~ Ho~se. Section 8. Covenants to Run With the Land. T~e Develc~e=, the p..gency 2:"ld the Qualified HCr7'.e~tlye= he=eb:l ce=!.a=e the=-= specific intent that the ccvena~ts, rese=vations a~d res~rictic~s set forth herein a=e pa=t of a co~~cr. pla~ for the de~e2..o~~e:-:~ c: affordable s~ngle fa~ily housing irn~=ovements in the S~at; College Redevelopment proj ect and that each shall be de~~1led cove::an~s running with the land and shall pass to and be binding u~cn the New Home and each Successor-In-Inte=es: of the QL:alified EC2e=~ye= in the New Home for the term p=ovided in Sec:ion 10. The Qualified Homebuyer hereby e:q,ressly assumes the duty a:-.d ocliga:icr:. to perform each of the covenants and to hcno= each of the rese=va:icns and restrictions set fo=th in this Section 33334.3 Covena~:. Eac~ saEO/0001/DCC/3:J9.2 6/9/99 1130 lmk 11 e e e and every contract, deed or other instrument hereafter executed covering or conveying the New Heme er any interest therein shall conclusively be held te have been executed, delivered and accepted subject to such covenants, reservations, and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instrument. Section 9. Surden and Senefit. The Developer, the Agency and the Qualified Hemebuyer hereby declare their ur:dersta:lding and intent that the b~rden of the c=venants set forth herei:l to~ch and conce=n t~e lane in that the Qualif~ed Hcmebuye='s legal inte=est i:: the New Hotr.e is affected by t:ts a::ordable s~r.c;2.e fa:r'.ily d~elli~g use anc cc=~pa~cy cove~a~~s he=e~~ce~. The Aqe~cy a~c t~e C~a:~fied Hcme~~ve= he=ebv fu=t~e= decla=e t~ei= u~de=s:a~cinc a~d . . . i~:e~~ that. the be~efit of suc~ cove~a~:s tcuc~ a~d cc~ce=n t~e la~~ cy e~ha~ci~; a~c i~c=easi~~ t~e e~jcy~e~: a~c ~se c: c~e ~eN ~--- h"/ t~e i~---~-~ t:~~Q~iC~~-~~c e~ C~._~ c~ve~-~~- r:__.a__~~ra-__~-_-..._. .........: -~ .. _.~...:..'-;.- _.._-- ------ - --...... ..... ...:..._':;, - . a~c =es~rict~c~s, a~d by f~rth;r~~g t~~ ~~=~ic ;~r~~s:s f~= w~~ch ~c~eys from t~e Lcw-a~c Macera:: !~=c~e f.=~s~n9 :~~= c: c~e S~~~e Cc::e~e Rede7e:~~~=~t P=ojec~ w~=e use~ a~c a9~lie~ =y t~e Age~cy ~.. c=:.e= to rr.a:-:e c:':.e Ne',; He::".: a7a':"':'=..:_e fo: a.c~'..:.:..s:.~.:..er. a:::: t: . ,.. .. ~. e' H . cc=~~a~cy y t~e ~~a.~~_~_c . c~e=~!e:. Section 10. Te~. This Se~::ci. 3333~.3 Ccve~a~: s~a:l a;~:y t: t~e New Heme a::= the Qua~~:ie:. Ec~e=~ye: a~c t= ea=~ 5~c=ess==- I:'.-:::~e=es~ as c: t:-.e Deli7e:y Ca:e fer t.::.e Q1..:a2.i:ie:: F.e.5ide~ce Pe:icc -- e.g.: t~is Sec~ic~ 33334.3 Ccve::a.::t s~a:l re~a.i~ in f~ll fcrce a::d e::e~~ fc: ~=~ (:0) years a::e: the De~ive:y Da:e. A::y p:ovis~on 0= sec:io~ he:ecf, may ce te:~i~ated aft.s: the Delive:y Da~e u;on a~:ee~e::: by the A~e::=y a::~ ~he Qualified Eome=uyer (cr the S~ccesscr-I~-Inte=est in the N:~ Ecne;,~: the=e s~a~l ha7e 1:ee:". prov.:..ded to t:-~e jl.C'e~cv a:-: cci::icr. 0: sceci.a~ lecal. cOI.:!'".sel. _ 4 _ _ _ tha~ s~ch a te=~i.~a:icn under t~: te:~s a~d conditicr.s a~~=ovec by t~e Agency in i~s reasonable dis~re~ic~ will net ad,e=se~y affect the Agency or the i~vestment cf Low-a~d Moderate-Income Hous~ng Funds of the Agency in the New Heme. Section 11. Sreach and Default and Enforcement. (a) Failure or delay by t~e Qualified Homebuyer to honer or perfor:n any material term or provisior. ef this Section 33334.3 Cove~a~t shall constitute a breach unde~ this Agree~e~t; provi=ed hewe7er, that if the Qualified H=~ebuyer commences to cure, correct er remedy the a~leged breach within thirty (30) calendar days after the cate of w=i~te:1 notice s::eci:vinc such breach a::.d s::=~~ d~ 1 ~-Q...tly com-le~e sue" cure C:"r...e.-:;e; cr rePT"-....I~/ t"e f"',.-1; :~~,..I ___,=,_.~ ~:-_ __ .~ __, .....____'-_~. ...0:::1..0..,.. \,t'-c::._______ Hcne=~yer shall not be deemed to be in default he=e~:lder. SEEO/QCC:/DOC/J509.2 6/S/99 EJO llllk 12 e e e The Agency shall give the Qualified Homebuyer written notice of breach specifying the alleged breach which if uncured by the Qualified Homebuyer within thirty (30) calendar days, shall be deemed to be an e'Tent of default. Delay in giving such notice shall not constitute a waiver of any breach or event of default nor shall it change the time of breach or event of default; provided, however, the Agency shall not exercise any remedy for an event of default hereunder without first delivering the written notice of breach as specified in this Section 11. Except with respect to rights and remedies expressly declared to be exclusive in this Section 33334.3 Covenant, the rights a:1C r;~edies of the A~ency are cumulative wi~~ any other righc or power 0: the Agency or t~e Cicy or ocher a~?licable la~, a~d the exercise 0: one or mer: of s~c~ rig~ts or rs~eci:s shall nc~ p=ecl~=e t~e eO,--; b t' c 71. c-cy -.. the C::'::"I'Ie c~ c': .=.:.=.:....-..,... ti cc; 0': -"''1 o....'-c- ..=_c_se y :1_ l"'_<;__. c:._. __..41 _ _____c..I.. _:n__, J.. a.... 1....__ r~gt~ 0= re~edy fer t~e same c=ea=~ or e7e~t of de:a~~t. I:1 t:te e~/e~'C tha: a b=s=-=h c: t::~ Qualifie-= Home=:uyer :!'.ay r;~ain i~cu==ed for mere than c~i=:y (3C: cale~da= cays fO:~Chi~g w:-:~~en notice, as f==oviced a:::ovs, a:l e-:e:"!.: 0: de:at:l.:: sha:'l cs ce~~e= to hale cc=~==e=. I~ a=c~~~:~ tc ~~e rsmec~a: p==vis~=~s c: Se~~ior. 4 as re~a~;~ t~ a Mai~:e~a~ce Cs:~c~ency a~ t~e New Ec~e, u~~~ the occur==~=e of a~y e7ent cf d;:a~l~ the A;ency shall ce e~:itled to saek a~y a;;rcpriate re=ecy or damages by i~itia~i~g 1e;al p=oceecings as fO~LOWS: (i) 1:y ma:'.camus or c~::e= s',::,:, ac:ior. or proceeci:-..g a~ 1a..... or i~ e-.:::.:i:y, ~o require the Qua2.ifie-= E:;me=t.:.yer to !==r:c=::-, its o:Cliga:ions a:1c cove~a~cs he=eu~ce=, cr enjoin 2:1Y acts or t~i~gs w:-.ich may be u:::..a....;:~.:. or in violation c: t;"e rights of the Age~cy; cr (ii) by other action a: law or in or convenie::t to e~:orce covenants 2:1ci a;ree:':".e:1ts Eomebuyer to the A;e~cy. ecui~v as necessarY . - . the obligatio~s, 0= the Qualified (b) No th~rd par~y shall have a~y r~ght or pcwer to e~rcrce a~y provision of this Section 33334.3 Covenant on behalf of the Age:1cy or to compel the Agency to e:1force any provision of t~is Section 33334.3 Covenant against the Qualified Homebuyer on t~e New Home. Section 12. Governina Law. This Section 33334.3 Co'.-e!":a~t shall be governed by the laws of the State of California. SE."1000l/OCC/3509.2 6/9/99 1130 lmk 13 e e e S.~~on 13. a~enAm."~. This Section 33334.3 Covenant may be amended after the Delivery Date only by a written instrument executed by the Qualified Homebuyer (or the Successor-In-Interest, as applicable) and by the Agency. The Developer shall have not any right or power to approve any such amendment to this .Section 33334.3 Covenant, and the execution by the Developer of any such amendment after the delivery date shall not be required. Sec~on 14. Attornev's Fees. In the even: that the Agency brings an action to enforce any condition or cO'lenant, representation or warranty in this Section 33334.3 Covenant or other.Hise arising out of this Section 33334.3 Covenant, the prevailing party in suc~ action shall be e~titlec to reccve= f=orn the ether party reasonable attorneys' fees to be fixed by t~e c=~=t in which a judgme~t is ente=ed, as we:l as the cos~s of s~c~ s~i:. Section 15. Severabilitv. If a~y pr=visior. 0: this Section 33334.3 C07e~a~t sha~l be declared i~valic, i~c~e=a~i,e or une~:orce~c:e by a fina: jud~ille~: or de==e~ 0: a c=~=~ c: co~;e~s~~ ju=isdic~io~ suc~ i~valicity 0= u~e~:~==ea=ili~y cf s~c~ ~=cvisi~~ s~all not a==ec:: ene re!naining pa=:s 0: this 5e==.:.0:,. 33334.3 Cove---- w....:c.... --:=. ;..e-eb\y. dc=.....'a...c..... c." t"-.::. ~=__~_io__c: ~:. t:-_- _o:e':le==.=_'o_ ..C.1"\'" 1._.1 c,__ ~... - --- --- : --_:-_ - -- from any other pa=~ wt~c~ is fou~c by a c~~rt to te i~7a:ic 0= une:-.fo:.-ceable. Section 16. Time is of the Essence. this Sec:ic~ 33334.3 Covena~t wh~ch s:a~es time wi.. t~i!"_ w:-.ic~ t~e require!'n.e~:s therec: ti~e sha:l ce dee~e= to be of t~e eS3~~C:. For ea=~ Fr~v~s~o~ of a s~ec.:..=~= a~o~~: of are to te sa~is:i=if Section 17. Notice. A~y not:ce re~~i=ec to be g~ve~ unce= this Section 33334.3 Cove~ant shall t:e give~ by the Age~cy 0= by the Qualified Homebuye=, as applicable, t:y pe=scnal delivery or by First Class United Sta~es mail at the addresses s?e~ified below or at such other add=ess as may be specified in writi~g t:y the pa=ties hereto: If to the Agency: Execut~ve Director Redeve~Qpme~t Age~cy of t~e City of Sa~ Be:.-nardino 201 Nor:h "E" Stree:, Suite 301 San Bernardino, CA 9240: Phone: (9091 384-5061 S2EC/0001/DCC/3:09.2 6/9/;; 1130 l::lk 14 e e e If to the Qualified Homebuyer: Attn: Phone: Notice shall be deemed given five (5) calendar days after the date of mailing to the party, or, if personally delivered, when rece~ved by the Executive Director of the Agency 0= the Qualified Homebuyer, as applicable. SEEO/OOO:/COC/3509.2 6/9/99 U30 lmk 15 e e e IN WITNESS WHEREOF, the Developer, the Qualified Homebuyer and the Agency have caused this Section 33334.3 Covenant to be signed, acknowledged and attested on their behalf by duly authorized representatives in counterpart original copies which shall upon execution by all of the parties be deemed to be one original document. The recordation of this Section 33334.3 Covenant is authorized under Health and Safety Code Section 33334.3(g). QUpLIFIED HOME3UYER Dated: By: By: D2:'/~:C=::? Ce~:~=y-C~cwell CCh~u~~~ies, L? a Ca:~:o=~ia lim~t:d pa=~~;=s~~~ r..:-.::,..... . OJ____. 8y: ~.G::::-jC'~ Re~e/e~opme~t Age~cy 0= t~s City 0: S~~ 2e=n~rdino D.="'c~. 8y: Chai= of the Co~muni~y Development Corr~ission By: Executive Directo~ (ALL SIGNATURES MUST BE NOTARIZED] A~~=oved as to For~: 8y: Agency Counsel 55.0/0001/00C/3509.2 6/9/99 1130 lmk 16 CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: January 15,2002 TO: Stephanie Jefferson, Secretary FROM: Michelle Taylor, Senior Secretary RE: Transmitting Documents for Signature - Resolution CDC/2002-4 At the Mayor and Common Council/Community Development Commission meeting of January 7, 2002, the City of San Bernardino adopted Resolution CDC/2002-4 - Resolution approving and authorizing the Agency Chairperson, or its designee, to execute an amendment ("Amendment No, 2'') to that certain disposition and development agreement dated July 19, 1999, and subsequently amended on December 4, 2000, by and between the Redevelopment Agency and Century Cromwell Communities, LP - Development of 38 parcels located within the Northwest Redevelopment Project Area (See Companion Resolution 2002-17). Please obtain signatures in the appropriate locations and return the original agreement to the City Clerk's Office as soon as possible, to my attention. If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you. Michelle Taylor Senior Secretary Signe Please sign and return Date: " CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: February 25, 2002 TO: Stephanie Jefferson, Secretary FROM: Michelle Taylor, Senior Secretary RE: Resolution CDC/2002-4 - Amendment No.2, Century Cromwell Communities Our office has not received the executed Amendment No.2 to the Disposition and Development Agreement by and between the Redevelopment Agency and Century Cromwell Communities, LP (development of 38 parcels located within the Northwest Redevelopment Project Area), which was approved at the Mayor and Common Council/Community Development Commission meeting held on January 7,2002. Please forward the executed agreement to the City Clerk's office, to my attention; otherwise, please submit a memo detailing its status. Note: The resolution and agreement will be null and void ifnot executed by March 8, 2002. If you have any questions, please call me at ext. 3206. Taylor Mi From: Sent: To: Subject: Stephanie Jefferson [sjefferson@sbrda.org] Wednesday, February 27,2002 11 :29 AM taylor _ m i@ci.san-bernardino.ca.us Resolution CDC/2002-4-Amendment No.2, Century Cromwell Communities Yes I am aware that it has not been fully executed yet. We are in the process of getting those today and will be forward to you probably by the end of this week, early next week. It will be before March 8th. If you have any questions, please call me. 1 r' I ... ., d. ** FOR OFFICE USE ONL Y - NOT A PUBLIC DOCliME:'iT * k RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): i -") -02.. Item # 12- '2./) A Resolution =___.CfFj_.?:Q:J2- ::::L____ Vote: Ayes 1-'1 Navs.e Abstain 0 Absem & ~ -~~-----~-~_.- Change to motion to amend original documents: ~ C -H1\()h C$ Ie A6~ 13\'1 - __6~__JZ.ffia._sDJc-=~~_ Reso. # On Attachments: ~ Contract term: - Note on Resolution of Attachment stored separately: ...::::-_ Direct City Clerk to (circle I): PUBLISH. POST. RECORD W/COUNTY NullNoid After_~QA:'i,lj.3.-8'-0;)' By: _________. __ Date Sent to Mayor: \-(j -D;l Date of Mayor's Signature: \ -,(',-0 :;l- Date of ClerklCDC Signature: hCl- 0;). Reso. Log Updar.:d .-- Seal Impressed: __. Date Memo/Letter Sent for Signature; 1-\5-0.:2 60 Day Reminder Letter Sent o~y: :J--;;s - 0;). 90 Day Reminder Letter Sent on 45th day: See Attached: y' See Attached:r" See Attached; Date Returned: tJl /Jf $ crx'.!JOOJ-(0. i l;.; Request for Council Action & Staff Report Attached; Ves..L No By Updated Prior Resolutions (Other Than Below); Ves No~ By Updated CITV Personnel Folders (6413, 6429. 6433,10584,10585,12634): Ves No -L. By Updated CDC Personnel Folders (5557): Yes NOjr By Updated Traffic Folders (3985, 8234,655,92-389): Ves No Bv Copies Distributed to: City Attorney Parks & Rec. Code Compliance Dev. Services EDA / Finance MIS Police Public Services Water Others: Notes: BEFORE FILING, REVIEW FORM TO ENSURE ANV NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File: 1ltL.. Date::'5-I-o/ Revised 0 1112/0 I L ** FOR OFFICE USE ONL Y - NOT A PUBLIC DOCliME'<T *" RESOLUTION AGENDA ITEM TRACKING FORM Meeting Date (Date Adopted): ,- '1-02 Item # t:.. '2- 'lE, Vote: Ayes 1-'\ Nays k7 Change to motion to amend original documents:\LUO cl\O'1'JECi 'TO Abstain -G- Resolution "__2<::92=Jl_______ Absent -B- -~-~~---- -I'6l2_=", t'>\T -~ cCX:: !<:Cl::lC-i , Reso. # On Attachments: -==- Contract term: - Note on Resolution of Attachment stored separately: ~_ Direct City Clerk to (circle I): PUBLISH. POST. RECORD W"COliNTY NullNoid Aner: - By: _.=___ Date Sent to Mayor: \ -0 -O;;L Date of Mayor's Signature: l-\O--();;J Date of Clerk/CDC Signature: \ -\ 0 '-0;;)- Reso. Log Updated ....-- Seal Impressed: ___~___~..___ o e Memo/Letter Sent for Signature: 60 Day Remin er Oth day: 90 Day Reminder Letter Sent on 45tb day: See Attached: See Attached: See Attached: Date Returned: - Request for Council Action & Staff Report Attached: Yes L Updated Prior Resolutions (Other Than Below): Yes Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634): Yes Updated CDC Personnel Folders (5557): Yes Updated Traffic Folders (3985,8234,655,92-389): Yes No By No -L... By No -L By No I By No! Copies Distributed to: City Attorney / Parks & Rec. Code Compliance Dev. Services EDA ,./ Finance MIS Police Public Services Water Others: Notes: BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.) Ready to File: Ill'\". Date: 1- is -OJ.. Revised 01112/01