CC 2013-05-14_08.h. Affordable Housing Agreement - Habitat for HumanityDATE: MAY 14, 2013
RECOMMENDATION:
It is recommended the Successor Agency 1) approve an Affordable Housing
Agreement with Habitat for Humanity for San Luis Obispo County; 2) authorize the
City Manager to make any necessary final technical modifications to the Affordable
Housing Agreement consistent with the business terms set forth in the attached
Agreement; 3) authorize and direct the Mayor to sign the Affordable Housing
Agreement on behalf of the Successor Agency; and 4) extend the negotiation period
until June 30, 2013 in order to accomplish recommendations 1), 2) and 3) above.
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
There is no financial impact or impact to personnel resources of the proposed action.
The cost of the original loan was $260,000 paid from Redevelopment Agency
Affordable Housing Set Aside funds.
BACKGROUND:
At the December 14, 2010 meeting, the Redevelopment Agency of the City of Arroyo
Grande ( "RDA ") approved a Loan And Negotiation Agreement ( "Agreement ") with
Habitat for Humanity for San Luis Obispo County for acquisition of property at 184
Brisco Road to develop seven multi - family owner occupied low income affordable
housing units. The Agreement provided for funding for Habitat for Humanity's
acquisition of the property and required the Redevelopment Agency and Habitat for
Humanity to negotiate an Affordable Housing Agreement to further implement the
project. Habitat for Humanity successfully acquired the property with use of the
Item 8.h. - Page 1
HOUSING SUCCESSOR TO THE FORMER REDEVELOPMENT AGENCY
CONSIDERATION OF AN AFFORDABLE HOUSING AGREEMENT WITH
HABITAT FOR HUMANITY
MAY 14, 2013
PAGE 2
funds, which was at a cost well below the appraised value due to a recent
foreclosure.
Habitat for Humanity for San Luis Obispo County is a nonprofit agency seeking to
eliminate poverty housing and homelessness from the world and to make decent
shelter a matter of conscience and action. Habitat for Humanity has built
approximately 300,000 houses around the world, providing over 1.5 million people
with safe, decent, affordable shelter.
Using volunteer labor and tax - deductible donations of money and materials, Habitat
for Humanity builds and rehabilitates homes with the help of future homeowners,
referred to as "Family Partners ". Houses are sold to Family Partners for no profit,
financed through affordable, no- interest mortgages. Mortgages are issued over a
fixed period, usually 20 -30 years. Monthly mortgage payments are used to support
the construction of more houses through the revolving Fund for Humanity.
At the September 13, 2011 meeting, the City Council approved a 6 -month extension
to negotiate the Affordable Housing Agreement. However, during consideration by
the State Supreme Court of CRA v. Matsantos, neither the RDA nor the City had
authority to enter into the permanent Affordable Housing Agreement.
ANALYSIS OF ISSUES:
The State Legislature adopted ABX1 26 last year, which eliminated all
redevelopment agencies and was later upheld by the State Supreme Court in its
opinion in CRA v. Matosantos. This action delayed execution of the final Affordable
Housing Agreement. The Loan And Negotiation Agreement was determined to be an
enforceable obligation on the Recognized Obligation Payment Schedule approved by
both the Oversight Board and the Department of Finance. The proposed Affordable
Housing Agreement is the agreement contemplated by the Loan And Negotiation
Agreement and implements the terms of the Loan And Negotiation Agreement.
Under the terms of ABXI 26, the Successor Agency may enter into agreements
necessary to meet enforceable obligations. Therefore, it is recommended the
Successor Agency enter into the Affordable Housing Agreement that was originally
intended by the Loan And Negotiation Agreement. The Agreement has been
prepared by the City /Successor Agency's special counsel.
The Agreement is structured as a loan that will be forgiven as the units are
constructed. Under the terms of the Agreement, the project shall commence within
five years and be completed no later than five years after the project is ready to begin
construction. The City may assume ownership of the property if the project is not
constructed.
Item 8.h. - Page 2
HOUSING •' TO THE O' REDEVELOPMENT AGENCY
CONSIDERATION AGREEMENT O FOR HUMANITY
j 14, 2013
*AGE 3
The following alternatives are presented for consideration:
Approve the Affordable Housing Agreement;
Modify the terms and approve the Affordable Housing Agreement;
Find that Habitat for Humanity has not met the terms of the Loan And
Negotiation Agreement and take action to transfer ownership of the property to
the Successor Agency;
Do not approve the Affordable Housing Agreement; or
Provide staff other direction.
ADVANTAGES:
The Agreement will enable Habitat for Humanity for San Luis Obispo County to
proceed with their proposed project, which will provide seven affordable housing
units.
DISADVANTAGES:
No disadvantages have been identified.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The agenda was posted in front of the City Hall on Thursday, April 18, 2013 and on
the City's website on Friday, April 19, 2013.
Attachments:
1. Affordable Housing Agreement
Item 8.h. - Page 3
ATTACHMENT 1
CITY OF ARROYO GRANDE AS HOUSING SUCCESSOR
TO THE DISSOLVED ARROYO GRANDE
REDEVELOPMENT AGENCY
M
HABITAT FOR HUMANITY FOR SAN LUIS OBISPO COUNTY,
a California nonprofit corporation
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Dmi
1. DEFINITIONS .................................................................................... ..............................2
2. DEVELOPMENT OF THE PROJECT .............................................. ..............................4
2.1
Scope of Development ............................................................ ..............................4
2.2
Development Approvals ......................................................... ..............................4
2.3
Schedule of Performance ....................................................... ............................... 4
2.4
Compliance with Permits and Laws ...................................... ............................... 5
2.5
Right of Access ...................................................................... ............................... 6
2.6
Developer Responsible for Cost of Development ................. ............................... 6
2.7
Relocation .............................................................................. ............................... 6
3. FINANCING ....................................................................................... ..............................6
3.1 Modification of Agency Loan ................................................ ............................... 6
3. 1.1 Modification of Loan Repayment Terms ................... ............................... 6
3.1.2 Acceleration of Agency Loan if Project Conditions not Satisfied ............ 6
3.1.3 Execution and Delivery of Documents ...................... ............................... 7
3.1.4 Condition Precedent; City Title Policy ...................... ............................... 7
3.2 Developer's Evidence of Financial Capability ...................... ............................... 7
3.3 Additional Financing ............................................................. ............................... 8
3.3.1 Permitted Encumbrances ........................................... ............................... 8
3.3.2 Efforts to Obtain Funding .......................................... ............................... 8
3.3.3 Notice of Default to Lender; Right to Cure ............... ............................... 8
3.4 Subordination .......................................................................... ..............................8
4. USE OF SITE; SALE OF HOMES TO QUALIFIED HOMEBUYERS ......................... 8
4.1 Permitted Use ......................................................................... ............................... 8
4.2 Sale of Homes to Qualified Homebuyers .............................. ............................... 8
4.2.1 Sale to Qualified Homebuyers ................................... ............................... 9
4.2.2 Permitted Sale Price .................................................... ..............................9
4.2.3 Qualified Homebuyer Defined ................................... ............................... 9
4.2.4 Verification of Qualified Homebuyer Status ............. ............................... 9
4.2.5 Qualified Homebuyer Documents ............................. ............................... 9
4.3 Non - Discrimination ............................................................... .............................10
5. INSURANCE AND INDEMNITY ................................................... .............................11
5.1 Insurance ................................................................................ .............................11
5. 1.1 Liability ...................................................................... .............................11
5.1.2 Auto ............................................................................ .............................11
5.1.3 All- Risk ...................................................................... .............................11
5.2 Indemnity ............................................................................... .............................12
6. DEFAULTS AND REMEDIES ........................................................ .............................12
6.1 Default .................................................................................... .............................12
6.2 Remedies; Institution of Legal Actions ................................. .............................14
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►. , ,
6.3 Rights and Remedies are Cumulative .................................... .............................14
6.4 Inaction Not a Waiver of Default ........................................... .............................14
7. REPRESENTATIONS AND WARRANTIES .................................. .............................15
8. GENERAL PROVISIONS ................................................................ .............................16
8.1
Notices ................................................................................... .............................16
8.2
Enforced Delay; Extension of Times of Performance ........... .............................16
8.3
Prohibition Against Assignment and Transfer ....................... .............................17
8.4
Non - Liability of City Officials and Employees ..................... .............................17
8.5
Relationship Between City and Developer ............................ .............................17
8.6
City Approvals and Actions ................................................... .............................17
8.7
Attorneys' Fees ...................................................................... .............................17
8.8
Covenants Running with the Land ......................................... .............................18
8.9
Third Party Beneficiaries; City Right to Assign .................... .............................18
8.10
Entire Agreement and Amendments ...................................... .............................18
8.11
Interpretation; Governing Law .............................................. .............................18
8.12
Severability ............................................................................ .............................18
8.13
Execution in Counterpart ....................................................... .............................19
8.14
Attachments ........................................................................... .............................19
Irl W IIN:1►� i �1►`II If`�
1 Legal Description of Site
2 Schedule of Performance
3 Modification to Promissory Note Secured by Deed of Trust
4 Modification to Deed of Trust
5 Memorandum of Affordable Housing Agreement
6 Form of City Homebuyer Documents
6A Regulatory Agreement and Declaration of Covenants and Restrictions and Option
to Purchase
6B Notice of Affordability Restrictions on Transfer of Property
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This AFFORDABLE HOUSING AGREEMENT ( "Agreement ") is made and entered
into on , 2013, by and between the CITY OF ARROYO GRANDE
SOLELY IN ITS CAPACITY AS HOUSING SUCCESSOR TO THE DISSOLVED
REDEVELOPMENT AGENCY OF THE CITY OF ARROYO GRANDE ( "City "), and
HABITAT FOR HUMANITY FOR SAN LUIS OBISPO COUNTY, a California nonprofit
public benefit corporation ( "Developer ").
RECITALS
A. On or about December 14, 2010, the Redevelopment Agency of the City of
Arroyo Grande ( "Agency ") and Developer entered into that certain Loan and Negotiation
Agreement ( "Loan Agreement ") pursuant to which Agency provided a loan to Developer in the
amount of Two Hundred Sixty Thousand Dollars ($260,000.00) for Developer's acquisition of
the Site ( "Agency Loan "). The Loan Agreement provides for Agency and Developer to
negotiate the terms of an agreement (referred to therein as the "Project Agreement ") for the
development of an affordable housing project on the Site. This Agreement constitutes the
Project Agreement.
B. The Agency was dissolved as of February 1, 2012, pursuant to the terms of
Assembly Bill 26 from the 2011 -12 First Extraordinary Session of the California Legislature as
modified by the California Supreme Court decision in California Redevelopment Association v.
Matosantos (2011) 53 Ca1.41h 231 ( "ABx126 ").
C. Pursuant to a provision of ABxl 26, at subdivision (a) of Health and Safety Code
Section 34176, the City elected to retain the housing assets and functions of the dissolved
Agency and pursuant to that section all housing assets and functions of the dissolved Agency
were transferred to the City. The City thus is the "housing successor" to the dissolved Agency
and in that capacity has the rights, powers, duties, and obligations of the dissolved Agency with
respect to the transferred housing assets and functions. The Loan Agreement is a housing asset
of the former Agency that was transferred to the City by operation of law. The City, therefore,
has the right and obligation to fulfill the obligations of the Agency under the Loan Agreement
and the power and authority to enter into this Agreement.
D. Developer is a California nonprofit organization that develops homes for low
income persons.
E. Developer is the owner of that certain unimproved and vacant real property
consisting of approximately 21,778 square feet of land area commonly known as 184 Brisco
Road, located in the City of Arroyo Grande, County of San Luis Obispo, State of California,
more particularly described in the legal description attached hereto as Attachment No. 1 ( "Site ").
Developer desires to develop on the Site a minimum of seven (7) detached or attached single
family homes and related improvements as more fully described herein ( "Project ").
F. In consideration of Agency's provision of the Agency Loan to Developer for the
Project, all of the homes developed on the Site will be restricted as affordable ownership units
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for occupancy by, and resale to, low income households at a restricted resale price, for a term of
forty -five (45) years.
COVENANTS
Based upon the foregoing Recitals and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, City and Developer hereby agree as follows:
1. DEFINITIONS.
The following terms as used in this Agreement shall have the meanings given below
unless expressly provided to the contrary:
"Affordable Purchase Price" shall have the meaning ascribed in Section 4.2.2 of this
Agreement.
"Agency" shall mean the former Arroyo Grande Redevelopment Agency, a public body,
corporate and politic, which was dissolved by the State of California pursuant to Assembly Bill
26 from the 2011 -2012 First Extraordinary Session of the California Legislature, and signed in to
law on, and effective immediately on, June 28, 2011.
"Agency Deed of Trust" shall mean the Deed of Trust securing repayment of the Agency
Loan entered into by Developer and recorded against the Site in the Official Records of San Luis
Obispo County on December 29, 2010, as Instrument No. 2010066720.
"Agreement" shall mean this Affordable Housing Agreement between City and
Developer, including all exhibits and other documents attached hereto.
"City" shall mean the City of Arroyo Grande, a municipal corporation, in its capacity as
the housing successor to the dissolved Redevelopment Agency of the City of Arroyo Grande
pursuant to Health and Safety Code Section 34176(a).
"City Deed of Trust Modification" shall mean the Modification to Deed of Trust in the
form attached hereto as Attachment No. 4, which modifies the Agency Deed of Trust.
"City Homebuyer Documents" shall mean, as to each Home, the Regulatory Agreement,
and the Notice of Affordability Restrictions on Transfer of Property in the form attached hereto
as Attachment No. 6A and Attachment No. 6B.
"Agency Loan" shall mean the loan provided by Agency to Developer under the Loan
Agreement for the acquisition of the Site in the amount of Two Hundred Sixty Thousand Dollars
($260,000.00).
"Agency Note" shall mean the Promissory Note Secured by Deed of Trust dated
and executed by Developer pursuant to the Loan Agreement, which
sets for the terms for Developer's repayment of the Agency Loan to Agency.
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"City Note Modification" shall mean the Modification to Promissory Note Secured by
Deed of Trust in the form attached hereto as Attachment No. 3, which modifies the payment
terms under the Agency Note.
"Conveyance Conditions" shall mean the conditions that are to be satisfied for the
conveyance of a Home by Developer to a Qualified Homebuyer, as set forth in Section 4.2.1 of
this Agreement.
"Developer" shall mean Habitat for Humanity for San Luis Obispo County, a California
nonprofit corporation. The term "Developer" includes any legally permissible assignee or
successor to the rights, powers, and responsibilities of Developer hereunder, in accordance with
Section 8.5 of this Agreement.
"Effective Date" shall mean the date this Agreement is approved by City, which date
shall be inserted in the preamble to this Agreement.
"Home" shall mean each of the residential detached homes to be developed on the Site.
"Loan Agreement" shall mean that certain Loan and Negotiation Agreement between
Agency and Developer dated December 14, 2010.
"Median Income" shall mean the median household income for the County of San Luis
Obispo, as published periodically by the State of California Department of Housing and
Community Development.
"Permitted Encumbrances" shall have the meaning ascribed in Section 3.3.1 of this
Agreement.
"Project" shall mean the grading of the Site and the development on the Site of
approximately seven Homes with landscaping, parking, and related improvements, and all other
on -site and off -site improvements required for development, with all improvements to be
consistent in all material respects with the development and building plans and permits to be
approved by City. The exact number of Homes to be developed on the Site shall be as approved
by City. In the event of any inconsistency between the description of the Project in this
Agreement and the approved plans and permits, the approved plans and permits shall govern.
"Project Conditions" shall have the meaning ascribed in Section 3.1.2 of this Agreement.
"Qualified Homebuyer" shall have the meaning ascribed in Section 4.2.3 of this
Agreement.
"Ready To Build Condition" shall mean the Site is ready for construction of the Homes,
with all site improvements completed pursuant to the final plans (defined in Section 2.2 above),
including without limitation, each individual pad graded in accordance with the final plans, and
the streets, curbs, gutters, sidewalks, streetlights and street signs which serve the Project, the
underground improvements associated therewith (including water, electric, gas and sewer mains,
laterals thereto, and connections to each pad within the Project) and conduit for utilities and all
other improvements (whether on -site or off -site) required by the City, in order to obtain building
permits for the construction of the Homes.
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"Regulatory Agreement" shall mean the Regulatory Agreement and Declaration of
Covenants and Restrictions in the form attached hereto as Attachment No. 6A. A separate
Regulatory Agreement will be recorded against each Home and entered into by and among City,
Developer and the initial Qualified Homebuyer for the Home.
"Schedule of Performance" shall mean that certain Schedule of Performance attached
hereto as Attachment No. 2 setting out the dates and /or time periods by which certain obligations
set forth in this Agreement must be performed.
"Site" shall mean that certain real property located in the City of Arroyo Grande, County
of San Luis Obispo, State of California, more particularly described in the legal description
attached hereto as Attachment No. 1.
2. DEVELOPMENT OF THE PROJECT.
2.1 Scope of Development. Developer shall develop the Project on the Site in strict
accordance with this Agreement and the applications, permits, plans and drawings submitted by
Developer and approved by City as set forth herein (provided, however, that nothing herein shall
represent, warrant, or guarantee that City shall approve any of such applications, permits, plans,
drawings, or other documents or submittals). If Developer desires to make any change in any
development or building plans after the same have been approved, the proposed change shall be
submitted to City for approval.
2.2 Development Approvals. Within such time as will allow for the Project to be
commenced by the date that is five (5) years after the Effective Date, Developer shall submit all
applications and materials pertaining to the Project as required by City ordinances, rules, and
regulations to obtain a Planned Unit Development permit for the Project, and shall submit to City
for review and approval a complete set of final construction drawings, plans and specifications
for the Project ( "final plans "), in conformity with the requirements set forth in this Agreement.
The final plans shall contain all information required to obtain all necessary grading and building
permits required for the Project. The parties shall exercise reasonable diligence to process the
final plans so that they can be approved within ninety (90) days after a complete submittal. In
the event City requires modifications to the final plans, Developer shall promptly revise or
correct the final plans as necessary to conform to City requirements and resubmit to City. Once
approved, no changes to the final plans shall be permitted without the prior written approval of
City. Within the same time as the submittal of the final plans, Developer shall submit all
applications and other documents required to obtain any additional permits and entitlements
required by City and any other governmental agency having jurisdiction over the Site and the
Project, and shall secure or cause to be secured such permits and approvals prior to
commencement of construction of the Project.
2.3 Schedule of Performance. Developer shall commence construction of the Project
no later than the date that is five (5) years after the Effective Date. Once development of the
Project has commenced ( "Project Commencement Date "), Developer shall cause the Site to be
in Ready To Build Condition no later than the date that is five (5) years from the Project
Commencement Date. Once the Site is in Ready to Build Condition, Developer shall complete
construction of all of the Homes within the Project no later than the date that is five (5) years
after the date the Site becomes in Ready to Build Condition. Additionally, once development of
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an individual Home is commenced, it shall be continuously and diligently pursued to completion
and shall not be abandoned for more than forty -five (45) consecutive days. During the course of
construction and at such times as requested by City, Developer shall keep City informed of the
progress of construction, which progress reports shall be in writing upon City's request. The
City Manager shall have the right to approve the development of the Project in phases and to
enter into any necessary amendments to this Agreement to reflect any such phasing schedule.
2.4 Compliance with Permits and Laws. Developer shall carry out the design,
construction and operation of the Project in conformity with all applicable federal, state, and
local laws, including the City zoning and development standards, building, plumbing,
mechanical and electrical codes, and all other applicable provisions of the Arroyo Grande
Municipal Code, all applicable disabled and handicapped access requirements, and all
environmental mitigation measures imposed as conditions of approval of the Project. In
addition, Developer shall carry out the construction of the Project and the development of the
Site in conformity with all applicable federal and state labor laws (including, without limitation,
if applicable, the requirement under California law to pay prevailing wages and hire apprentices).
Developer shall be solely responsible for determining and effectuating compliance with such
laws, and City makes no representation as to the applicability or non - applicability of any of such
laws to the construction of the Project or any part thereof. Developer hereby expressly
acknowledges and agrees that the Agency did not previously affirmatively represent, and that the
City has previously or in this Agreement affirmatively represent, to Developer or its contractor(s)
for the construction or development of the Project, in writing or otherwise, in a call for bids or
otherwise, that the work to be covered by this Agreement is not a "public work," as defined in
Section 1720 of the Labor Code. Developer hereby agrees that Developer shall have the
obligation to provide any and all disclosures or identifications required by Labor Code Section
1781, as the same may be amended from time to time, or any other similar law. Developer shall
indemnify, protect, defend, and hold harmless the City and its officers, employees, contractors
and agents, with counsel reasonably acceptable to City, from and against any and all loss,
liability, damage, claim, cost, expense and /or "increased costs" (including reasonable attorney
fees, court and litigation costs, and fees of expert witnesses) which, in connection with the
development, or construction (as defined by applicable law) of the Project, including, without
limitation, any and all public works (as defined by applicable law), results or arises in any way
from any of the following: (a) the noncompliance by Developer of any applicable local, state
and /or federal law, including, without limitation, any applicable federal and /or state labor laws
(including, without limitation, if applicable, the requirement to pay state prevailing wages and
hire apprentices); (b) the implementation of Section 1781 of the Labor Code, as the same may be
amended from time to time, or any other similar law; and /or (c) failure by Developer to provide
any required disclosure or identification as required by Labor Code Section 1781, as the same
may be amended from time to time, or any other similar law. It is agreed by the parties that, in
connection with the development and construction (as defined by applicable law) of the Project,
including, without limitation, any and all public works (as defined by applicable law), Developer
shall bear all risks of payment or non - payment of prevailing wages under California law and /or
the implementation of Labor Code Section 1781, as the same may be amended from time to time,
and /or any other similar law. "Increased costs," as used in this Section 2.4 shall have the
meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to
time. The foregoing indemnity shall survive termination of this Agreement and shall continue
after completion of the construction and development of the Project by Developer. Developer
certifies that the Project is a self -help housing project in which no fewer than 500 hours of
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construction work associated with the Homes are to be performed by the homebuyers.
2.5 Right of Access. City and its officers, officials, employees, agents and
representatives shall have the right of access to the Site, without charges or fees, for the purposes
of this Agreement, including but not limited to, the inspection of the work being performed in
constructing the Project, so long as City representatives comply with all safety rules and do not
interfere with, delay or interrupt Developer's construction activities. It is understood that City
does not by this right of access assume any responsibility or liability for a negligent inspection or
failure to inspect. This right of inspection set forth herein is in addition to any rights City has
independent of this Agreement in its capacity as a regulatory agency.
2.6 Developer Responsible for Cost of Development. Developer shall be responsible
for all costs of developing the Project, including but not limited to predevelopment costs incurred
for items such as planning, design, engineering, and environmental remediation; all development
and building fees; the cost incurred to demolish and clear any existing improvements,
furnishings, fixtures, and equipment from the Site requiring removal; relocation expenses
payable to any occupants of the Site; costs for insurance and bonds (as required); costs for
financing; all on -site construction costs; costs for any necessary public improvements; and
Developer's legal fees.
2.7 Relocation. The Developer and City acknowledge that as of the Effective Date,
the Site is vacant and to the best of Developer's and City's knowledge, respectively, there are no
occupants of, or any persons or entities with rights to occupy, the Site, or any persons or entities
with any rights to relocation with respect to the Site. Developer and City shall indemnify,
defend, and hold each other harmless from and against any acts or omissions of the indemnifying
with respect to any claims, liabilities, damages, or losses (including reasonable attorney's fees,
expert witness fees, and litigation and court costs) by tenants or occupants of the Site or any
other third parties claiming relocation benefits or assistance or inverse condemnation.
3. FINANCING.
3.1 Modification of Agency Loan.
3.1.1 Modification of Loan Repayment Terms. Subject to the terms set forth in
this Agreement, the parties desire to modify the repayment terms of the Agency Loan on the
terms set forth in the City Note Modification. The City Note Modification provides that upon
Developer's sale of each Home to a Qualified Homebuyer, a portion of the outstanding principle
balance of the Agency Loan will be forgiven and the Agency Deed of Trust will be reconveyed
by City with respect to the Home provided the Conveyance Conditions for the Home are
satisfied and the Regulatory Agreement for the Home is executed and recorded and Developer is
not in default of this Agreement.
3.1.2 Acceleration of Agency Loan if Project Conditions not Satisfied. In
addition to the acceleration provisions set forth in the Agency Note as modified by the City Note
Modification, City shall have the right by delivery of written notice to Developer, to accelerate
repayment of the Agency Loan and terminate this Agreement, if the following conditions
(collectively, the "Project Conditions ") are not satisfied within the time periods set forth in this
Agreement, or by the date that is sixty (60) months after the Effective Date if no earlier time
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period is set forth herein:
(a) Execution and Delivery of Documents. No later than five (5) days
after the Effective Date, Developer shall have executed and delivered to City the
documents referred to in Section 3.1.3 of this Agreement.
(b) Habitat Documents. Within thirty (30) days of City's reciept of
the Developer Qualified Homebuyer documents, City shall have approved such
documents pursuant to Section 4.2.5 of this Agreement.
(c) Financial Capability. No later than thirty (30) days prior to the
commencement of construction of each Home or phase, as applicable, wihin the Project,
City shall have approved Developer's evidence of financial capability to complete such
Home or phase, as applicable, in accordance with Section 3.2 of this Agreement.
(d) Commencement of Construction. Developer shall have timely
obtained all approvals, entitlements and permits for the Project and shall have
commenced construction of the Project on the Site.
(e) No Default. Developer shall not be in default of any of its
obligations set forth in this Agreement, and there shall be no event which, with the
passage of time or the giving of notice, would constitute a default, and all representations
and warranties of Developer shall remain true and correct in all material respects.
3.1.3 Execution and Delivery of Documents. No later than five (5) days after
the Effective Date, Developer shall deliver to City the following documents: (a) the
Modification to Agency Note, executed by Developer; (b) the Modification to Agency Deed of
Trust, executed and acknowledged by Developer; and (c) the Memorandum, executed and
acknowledged by Developer. Upon such time that Fidelity National Title Company is
irrevocably committed to issuing the endorsement referred to in Section 3.1.4, City shall cause
the foregoing documents to be executed by City and shall cause the Memorandum and the
Modification to Agency Deed of Trust to be recorded in the Official Records of San Luis Obispo
County.
3.1.4 Condition Precedent; City Title Policy. City's agreement to the City Note
Modification is subject to Fidelity National Title Company issuing to City an endorsement to
Agency's lender's title insurance policy insuring the priority of the Agency Deed of Trust as
modified by the City Deed of Trust Modification. Developer shall pay the cost for such
endorsement. In the event that such condition is not satisfied within thirty (30) days after the
date of this Agreement, City shall have the right to declare this Agreement, the City Note
Modification, and the City Deed of Trust Modification to be null and void, in which case the
provisions of the Loan Agreement, the original and unmodified Agency Note (and the payment
terms thereunder) and the original and unmodified Agency Deed of Trust shall continue to apply.
3.2 Developer's Evidence of Financial Capability. No later than thirty (30) days prior
to commencement of construction of each Home within the Project, Developer shall submit to
the City Manager evidence reasonably satisfactory to the City Manager that Developer has the
financial capability necessary to complete such Home pursuant to this Agreement, or in the event
the City Manager has approved the development of the Project in phases, that Developer has the
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financial capability necessary for the development of such phase of development. In the event of
phased development of the Project, Developer shall also submit to the City Manager evidence of
financial capability for each phase within thirty (30) days prior to the date of commencement of
construction of such phase.
3.3 Additional Financing.
3.3.1 Permitted Encumbrances. Mortgages and deeds of trust and any other
form of conveyance required for any reasonable method of financing shall be permitted on the
terms set forth herein, but only for the purpose of securing loans of funds to be used for the
construction and development of the Project ( "Permitted Encumbrances ").
3.3.2 Efforts to Obtain Funding. From and after the date of this Agreement,
Developer shall exercise diligent efforts to obtain financing for the development of the Project
from sources that may include, but are not limited to, SHOP, HOME and CalHome funding.
Developer shall keep City informed of Developer's efforts to obtain financing and its progress
with respect thereto and shall provide to City such information as reasonably required by City in
connection therewith.
3.3.3 Notice of Default to Lender; Right to Cure. Whenever City shall deliver
any notice or demand to Developer with respect to any default by Developer under this
Agreement, City shall at the same time deliver a copy of such notice or demand to any lender
that has provided City with written request for such notice or demand. The other lenders for the
Project shall (insofar as the rights of City are concerned) have the right to cure defaults of
Developer under this Agreement, and such cure shall be accepted or rejected on the same basis
as if such cure had been tendered by Developer.
3.4 Subordination. The City Manager shall have the authority to execute and deliver
subordination agreements as he determines are necessary and commercially reasonable and
consistent with the purpose and effect of this Agreement. Nothing herein shall obligate City to
subordinate its documents to any other financing; provided, however, City agrees it will
subordinate the Agency Deed of Trust to any construction loan financing for the Project obtained
by Developer from a third party institutional bank lender that is not related to or affiliated with
Developer, pursuant to a subordination agreement that is approved by the City Manager and
City's legal counsel. City shall not subordinate any Agency or City documents with respect to
the Project or Site to any loan to be obtained by Developer from any affiliate of Developer or
related party. City shall not subordinate the Homebuyer Regulatory Agreement to any financing
obtained by the Qualified Homebuyers from Developer, any governmental agency, or any party
that is not an unrelated institutional bank lender.
4. USE OF SITE• SALE OF HOMES TO QUALIFIED HOMEBUYERS.
4.1 Permitted Use. Developer hereby covenants, on behalf of itself, and its
successors and assigns, which covenants shall run with the land and bind every successor and
assign in interest of Developer, that Developer and such successors and assigns shall use the Site
solely for the purpose of constructing the Project and selling the Homes to Qualified
Homebuyers.
4.2 Sale of Homes to Qualified Homebuyers.
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4.2.1 Sale to Qualified Homebuers. Developer shall sell each Home to a
Qualified Homebuyer as expeditiously as possible following the completion of the Project.
Developer's marketing program for the Homes shall include efforts to market to persons who
live and /or work in the City of Arroyo Grande. Developer shall not transfer title to any Home
unless and until all of the following conditions are satisfied ( "Conveyance Conditions "): (a) a
certificate of occupancy has been issued by the City building department for the Home; (b) City
has determined the proposed buyer of the Home is a Qualified Homebuyer and the purchase
price does not exceed the Affordable Purchase Price; (c) all documents required to be executed
by City in connection with the sale of the Home, including the City Homebuyer Documents,
have been executed and all recordable documents have been deposited into the escrow for the
sale of the Home and are ready to record concurrently with the conveyance of the Home and the
partial reconveyance of the Agency Deed of Trust as to the Home; (d) City has approved the
financing obtained by the Qualified Homebuyer for the purchase of the Home; and (e) all other
conditions and approvals required for the transfer shall have been satisfied or obtained. The
procedures for the subsequent sale of the Homes by Qualified Homebuyers shall be as set forth
in the Regulatory Agreement.
4.2.2 Permitted Sale Price. The sale price of each Home to be paid by the
Qualified Homebuyer for the Home to Developer may not exceed the Affordable Purchase Price
for the Home. As used herein, the term "Affordable Purchase Price" shall mean the purchase
price for each Home determined in accordance with Developer's House Pricing Policy dated
August 13, 2008 and last reviewed and approved by Developer's Board of Directors on October
29, 2008.
4.2.3 Qualified Homebuyer Defined. A "Qualified Homebuyer" is a
homebuyer who meets all of the following requirements and eligibility has been verified
pursuant to Section 4.2.4:
(a) Income Qualifications. The household's total combined gross household
income does not exceed sixty percent (60 %) of Median Income, adjusted for household
size.
(b) No Ownership of Other Property. Ownership of other real property
disqualifies an applicant for eligibility to purchase a Home.
(c) Household Size. The household size of the applicant must not exceed two
persons per bedroom, plus one person (e.g., for a Home with three bedrooms the
maximum number of persons in the household can be seven persons).
(d) Legal Residency. The persons in the household must lawfully reside in the
United States.
4.2.4 Verification of Qualified Homebuyer Status. Developer shall be
responsible for the initial determination of a buyer's Qualified Homebuyer status and upon
request by City, shall provide information to City to enable City to verify that the proposed buyer
is a Qualified Homebuyer, which may include, evidence of income.
4.2.5 Qualified Homebuyer Documents. Developer shall cause each Qualified
Homebuyer to execute such documents as required by City, including without limitation the City
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Homebuyer Documents. Developer acknowledges that it shall be a party to the Regulatory
Agreement to be recorded against each Home. Developer shall cause any recordable City
documents to be recorded against the applicable Home upon the close of escrow for the sale of
the Home by Developer to the Qualified Homebuyer. No later sixty (60) days prior to the
anticipated close of escrow for the sale of a Home, Developer shall submit to City for review and
approval the documents Developer will require the Qualified Homebuyers to enter into, which
City shall approve within thirty (30) days receipt of such documents so long as such documents
do not conflict with the requirements of this Agreement.
4.3 Non - Discrimination. In addition to any other nondiscrimination provisions
applicable to the Site under federal, state or local law, Developer by and for itself and any
successor in interest covenants that there shall be no discrimination against, or segregation of,
any persons, or group of persons, on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1,subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section
12955.2 of the Government Code in the sale, lease, or rental or in the use, occupancy, or
enjoyment of the Site, nor shall 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, sublessees,
or vendees of the Site or any portion thereof. All deeds, leases or contracts for the Site entered
into by Developer after its acquisition of the Site shall contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:
a. In deeds: "The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation of, any person
or group of persons on account of any basis listed in subdivision (a) or (d) of Section
12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section
12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy,
tenure, or enjoyment of the premises herein conveyed, nor shall the grantee himself or
herself, or any person claiming under or through him or her, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees, 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 himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or
through him or her, and this lease is made and accepted upon and subject to the following
conditions: That there shall be no discrimination against or segregation of any person
or group of persons, on account of any basis listed in subdivision (a) or (d) of Section
12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section
12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy,
tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself,
or any person claiming under or through him or her, establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location,
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number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the
premises herein leased."
C. In contracts relating to the sale, transfer, or leasing of land or any intresest
therein: "There shall be no discrimination against or segregation of any person or group
of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision
(m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of the
land, nor shall the contracting party itself, or any person claiming under or through it,
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees, or vendees of land. The foregoing provisions shall be binding
upon and shall obligate the contracting party or parties and any subcontracting party or
parties, or other transferees under the contract."
5. INSURANCE AND INDEMNITY.
5.1 Insurance. Developer shall procure and keep in full force and effect or cause to
be procured and kept in full force and effect for the term of this Agreement for the mutual benefit
of Developer and City, the following policies of insurance:
5.1.1 Liability. Comprehensive general liability insurance including premises -
operations, products /completed operations, broad form property damage, blanket contractual
liability, independent contractors, personal injury in a form at least as broad as ISO Form #CG
001 ED. 11/88, with a limit of not less than Two Million Dollars ($2,000,000) combined single
limits, per occurrence and aggregate, naming City and its elected and appointed boards, officials,
officers, agents employees and volunteers as additional insureds;
5.1.2 Auto. Business automobile liability insurance including coverage for
owned, hired and non -owned automobiles in a form at least as broad as ISO Form #CA 000 T
ED. 6/92, with a limit of not less than Two Million Dollars ($2,000,000), combined single limits,
per occurrence and aggregate, naming City and its elected and appointed boards, officials,
officers, agents employees and volunteers as additional insureds; and
5.1.3 All -Risk. A policy of all -risk property insurance including builder's risk
coverage, written on a completed value basis in an amount equal to the full replacement cost of
the improvements with coverage available on the so- called non- reporting "all risk" form of
policy, including coverage against collapse, fire, and water damage, with such insurance to be in
such amounts and form and written by such companies as shall be approved by City , with such
policy to name City as a loss payee.
All such insurance (a) shall be primary insurance and not contributory with any other
insurance City may have; (b) shall contain no special limitations on the scope of protection
afforded to City; (c) shall be "date of occurrence" and not "claims made" insurance; (d) shall
apply separately to each insured against whom claim is made or suit is brought, except with
respect to the limits of the insurer's liability; (e) shall provide that the policy (i) shall not be
cancelled by the insurer or Developer unless there is a minimum of twenty (20) days prior
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written notice to City, and (ii) shall not be non - renewed by the insurer or Developer unless there
is a minimum of fifteen (15) days prior written notice to City; and (f) shall be written by a
California admitted insurer with a Best rating of not less than B +, Class X. Developer shall also
furnish or cause to be furnished to City evidence reasonably satisfactory to City that any party
with whom Developer has contracted for the performance of any work or activity on the Site
carries workers' compensation insurance as required by the State of California Labor Code.
Such insurance shall be endorsed to include a waiver of subrogation rights against City and shall
provide for notice of cancellation as described in clause (e) above. Such policies shall be written
by a California licensed insurer with a Best rating of not less than B +, Class X.
Developer shall furnish City with certificates of insurance which bear original signatures
of authorized agents and which reflect insurers' names and addresses, policy numbers, coverage,
limits, deductibles, and self - insured retentions. In addition, Developer shall provide City with
certified copies of all policy endorsements required under this Agreement. City reserves the
right to require at any time complete, certified copies of any or all required insurance policies
and endorsements.
Developer agrees that the provisions of this Section 5.1 shall not be construed as limiting
in any way the extent to which Developer may be held responsible for the payment of damages
to any persons or property resulting from Developer's activities or the activities of any person or
persons for which Developer is otherwise responsible.
Developer shall also furnish or cause to be furnished to City evidence reasonably
satisfactory to City that Developer's contractors and subcontractors carry workers' compensation
insurance as required by law.
5.2 Indemnity. Developer shall defend, indemnify, assume all responsibility for, and
hold City and its officers, officials, members, employees, agents, representatives, and volunteers,
harmless from all claims, demands, damages, defense costs or liability of any kind or nature
relating to (a) any damages to property or death or injuries to persons (including reasonable
attorneys' fees and costs and expert witness fees), which may be caused by any acts or omissions
of Developer or its agents, employees, contractors or other persons acting under the direction or
control of Developer, whether such damage shall accrue or be discovered before or after
termination of this Agreement, except to the extent such matters are caused by the active
negligence or willful misconduct of City or its officers, officials, members, employees, agents,
representatives, or volunteers acting in an official capacity; or (b) any litigation, administrative
or adjudicative challenge by third parties to the validity, applicability, interpretation or
implementation of this Agreement or any approval or permit issued for the Project, or the
certification or approval of the environmental document(s) with respect to the Project and this
Agreement, or the compliance with this Agreement or the Project with any legal requirements; or
(c) any default of this Agreement by Developer, or (d) any activities or conditions in, on or under
the Site. The indemnities set forth in this Section 5.2 shall survive the termination of this
Agreement.
6. DEFAULTS AND REMEDIES.
6.1 Default. The occurrence of any of the following shall be deemed a default under
this Agreement:
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(a) The failure or delay by either party to perform any term or provision of
this Agreement if such failure is not cured, corrected or remedied within any specific
time period set forth in this Agreement.
(b) If no other specific time period is set forth herein, the failure to cure a
monetary default under this Agreement (other than any monetary defaults specifically
listed in any of the other subparagraphs of this Section 6.1) within ten (10) days after the
nonperforming party's receipt of written notice from the other party specifying the nature
of the default.
(c) If no other specific time period is set forth herein, the failure to cure a non -
monetary default under this Agreement (other than any non - monetary defaults
specifically listed in any of the other subparagraph of this Section 6.1) within thirty (3 0)
days after the nonperforming party's receipt of written notice from the other party
specifying the nature of the default; provided, however, that if the failure cannot be
corrected within such period, it shall not constitute a default if the failure is correctable
without material adverse affect on the Project or repayment of the Agency Loan, and if
corrective action is instituted by Developer within such period and diligently pursued
until the failure is corrected, and provided further that any such failure is cured within
sixty (60) days of receipt of notice of such failure.
(d) Developer does not proceed with the commencement of the Project or
complete the Project as herein provided.
(e) Any of the warranties or representations made by Developer herein are
false, incorrect or misleading in any material respect when made.
(f) Developer defaults in the performance of or breach any of the terms,
covenants and provisions contained in any of the Agency Note or Agency Deed of Trust
and does not cure the default within any applicable cure period set forth therein.
(g) Once construction of a Home commences, work ceases on the
construction of such Home for any reason whatsoever for forty -five (45) consecutive
days, subject to an event of force majeure described in Section 8.2 and subject to any
Project phasing schedule approved by the City Manager in his or her sole discretion.
(h) Developer commits any act of bankruptcy or any relief under the
Bankruptcy Act is sought by or against Developer, or a receiver is appointed to take
charge of the assets or affairs of Developer, or Developer should make an assignment for
the benefit of creditors, or Developer should become insolvent, or upon any liquidation or
termination of Developer; provided, however, that if any such proceeding is brought
involuntarily against Developer, Developer shall have forty -five (45) days to obtain the
dismissal of such proceeding.
(i) The filing of a notice of judgment lien against Developer, or the recording
of any abstract of judgment against Developer, or the service of a notice of levy and /or of
a writ of attachment or execution, or other like process, against the assets of Developer,
or the entry of a judgment, order or decree against Developer, any or all of which would
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1160644.9 a05/08/13
have a material and adverse effect upon Developer's ability to perform under this
Agreement, unless the same is dismissed within forty -five (45) days.
0) Developer shall default under any permits, development documents,
construction contracts, bond agreements, or any other instrument executed in connection
with the development of the Project.
(k) Developer shall default in the payment or performance of any obligation,
or any defined event of default, under the terms of any contract or instrument pursuant to
which Developer has incurred any debt or other liability to City, or to any other person or
entity if secured by the Site, which default is not cured within any grace and cure period
expressly provided in such contract or instrument.
City will provide written notice of any default of Developer under this Agreement to any
lender of Developer requesting notice and will recognize any cure of any default of Developer
tendered by any such lender with the same effect as if the same were tendered by Developer.
6.2 Remedies, Institution of Legal Actions. In addition to any other rights or
remedies, including without limitation those set forth in the Agency Deed of Trust, and subject to
the restrictions set forth in this Agreement, either party may institute an action at law or equity to
seek specific performance of the terms of this Agreement, or to cure, correct or remedy any
default, to recover damages for any default (subject to the restriction on Developer's rights to
recover monetary damages against City set forth in the final clause of this sentence), or to obtain
any other remedy consistent with the purpose of this Agreement; provided, however, that
notwithstanding anything in the foregoing to the contrary, in no event shall Developer be entitled
to obtain monetary damages of any kind from City, including but not limited to damages for
economic loss, lost profits, or any other economic or consequential damages of any kind. Such
legal actions must be instituted in the Superior Court of the County of San Luis Obispo, State of
California or in the United States District Court that has jurisdiction in that County. In addition
to any other rights or remedies available at law or in equity, upon a default under this Agreement
(other than a default of City) that is not cured within any applicable notice and cure periods
herein, City may wholly or partially suspend or terminate this Agreement, and /or require
Developer to repay the Agency Loan.
6.3 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party
of one or more of its rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
6.4 Inaction Not a Waiver of Default. All waivers of the provisions of this
Agreement must be in writing and signed by the appropriate authorities of the party to be
charged. Any failures or delays by either party in asserting any of its rights and remedies as to
any default shall not operate as a waiver of any default or of any such rights or remedies, or
deprive either such party of its right to institute and maintain any actions or proceedings which it
may deem necessary to protect, assert or enforce any such rights or remedies.
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7. REPRESENTATIONS AND WARRANTIES.
Developer makes the following representations and warranties as of the date of this
Agreement and agrees that such representations and warranties shall survive and continue
thereafter:
(a) Authorization and Validation. The execution, delivery and performance by
Developer of this Agreement (i) are within the powers of Developer and upon its execution will
constitute a legal, valid and binding obligation of Developer enforceable in accordance with its
terms, and (ii) to Developer's knowledge, will not violate any provisions of law, any order of any
court or other agency of government, or any indenture, agreement or any other instrument to
which Developer is a party or by which Developer, or any of its property, is bound, or be in
conflict with, result in any breach of or constitute (with due notice and /or lapse of time) a default
under any such indenture, agreement or other instrument, or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of its property or assets,
except as contemplated by the provisions of this Agreement, and (iii) no approvals or consents
not heretofore obtained by Developer are necessary in connection with the execution of this
Agreement by Developer or with the performance by Developer of its obligations hereunder.
(b) Correct Information. All reports, papers, data and information given to City by
Developer with respect to Developer and the Site are accurate and correct in all material respects
and complete insofar as completeness may be necessary to give City true and accurate
knowledge of the subject matters thereof, and there has been no material change in such
information since the date such information was delivered by Developer to City.
(c) Defaults. Developer is not a party to any agreement or instrument that will
materially interfere with its performance under this Agreement, and is not in default in the
performance, observance or fulfillment of any of its obligations, covenants or conditions set forth
in any agreement or instrument to which it is a party.
(d) Title. Developer has good and marketable title in fee simple to the Site, free and
clear of any liens, charges, encumbrances, security interests and adverse claims whatsoever
except as shown in the lender's title insurance policy obtained by Agency pursuant to the Loan
Agreement.
(e) Pending Litigation. There is not now pending or, to Developer's knowledge,
threatened against or affecting Developer or the Site, any claim, investigation, action, suit or
proceeding at law, or in equity, or before any court or administrative agency which, if adversely
determined, would materially impair or affect the Site or Developer.
(g) Compliance. Developer has examined and is familiar with all conditions,
restrictions, and reservations affecting the Site and Project. The Project will in all material
respects conform to and comply with all of the requirements of said conditions, restrictions, and
reservations and all construction and installation of the Project shall conform in all material and
all legally required respects with applicable ordinances and statutes, and shall be in accordance
with all requirements of the regulatory authorities having jurisdiction thereof.
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GENERAL PROVISIONS.
8.1 Notices. All notices, requests, demands, and other communications required or
permitted under this Agreement shall be in writing and shall be delivered by either (a) personal
delivery, (b) reliable courier service that provides a receipt showing date and time of delivery,
(c) registered or certified U.S. Mail, postage prepaid, return receipt requested, or (d) facsimile.
Notices shall be addressed to the respective parties as set forth below or to such other address
and to such other persons as the parties may hereafter designate by written notice to the other
party hereto:
To City: City of Arroyo Grande
300 East Branch Street
Arroyo Grande, CA 93420
Attn: City Manager
Facsimile: (805) 473 -5404
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, CA 92626
Attn: Dan Slater, Esq.
Facsimile: (714) 546 -9035
To Developer: Habitat for Humanity for San Luis Obispo County
P.O. Box 613
San Luis Obispo, CA 93406
Attn: Julia K. Ogden, Chief Executive Officer
Facsimile: (805) 782 -0387
Each notice shall be deemed delivered on the date delivered if by personal delivery or by
overnight courier service, on the date of receipt as disclosed on the return receipt if by mail, or
on the date of transmission with confirmed successful transmission and receipt if by facsimile.
By giving to the other party written notice as provided above, the parties to this Agreement shall
have the right from time to time, and at any time during the term of this Agreement, to change
their respective addresses.
8.2 Enforced Delay; Extension of Times of Performance. Time is of the essence in
the performance of each of the parties' respective obligations set forth in this Agreement. In
addition to specific provisions of this Agreement providing for extensions of time, no party shall
be deemed to be in default and times for performance hereunder shall be extended where delays
are due to war; insurrection; any form of labor dispute; lockouts; riots: floods; earthquakes; fires;
acts of God; third party litigation; acts of a public enemy; referenda; acts of or failures to act by
governmental authorities (except that the failure of City to act as required hereunder shall not
excuse its performance); moratoria; epidemics; quarantine restrictions; freight embargoes;
unusually severe weather; inability to secure necessary labor, materials, or tools; or other similar
causes beyond the control and without the fault of the party claiming an extension of time to
perform; provided, however, that the party claiming the existence of a force majeure delay and
an extension of its obligation to perform shall notify the other party of the nature of the matter
causing the delay within thirty (30) days from the occurrence thereof; and, provided further, that
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the extension of time shall be only for the period of the force majeure delay. Notwithstanding
the foregoing, in no event shall Developer be entitled to a force majeure delay or delays with
respect to its obligations to timely proceed with development of the Site due to an inability to
obtain financing or proceed with development as a result of general market or economic
conditions, interest rates, or other similar circumstances that make development impossible,
commercially impracticable, or infeasible. In addition, in no event shall an event of force
majeure extend the outside date to satisfy the Project Conditions.
Times of performance under this Agreement may be extended by mutual written
agreement of City and Developer. The City Manager shall have the authority on behalf of City
to approve extensions of time, with the exception of any extension that would result in the
completion date for the Project being extended by more than twelve (12) months.
8.3 Prohibition Against Assignment and Transfer. The qualifications and identity of
Developer are of particular concern to City. It is because of those qualifications and identity that
City has entered into this Agreement with Developer. Accordingly, Developer shall not, whether
voluntarily, involuntarily, or by operation of law, undergo any change in ownership or assign,
transfer or convey all or any part of this Agreement or any rights hereunder or in the Site or the
Project without City's prior written approval, which consent may be withheld in City's sole and
absolute discretion. The City Manager shall have authority to act on behalf of the City with
respect to any approvals requested by Developer under this Section 8.3.
8.4 Non - Liability of City Officials and Employees. No officer, official, member,
employee, agent, representative, or volunteer of the City shall be personally liable to Developer
or any successor in interest, in the event of any default or breach by City or for any amount
which may become due to Developer or its successors, or on any obligations under the terms of
this Agreement.
8.5 Relationship Between City and Developer. It is hereby acknowledged that the
relationship between City and Developer is not that of a partnership or joint venture and that City
and Developer shall not be deemed or construed for any purpose to be the agent of the other.
8.6 City Approvals and Actions. This Agreement shall be administered by City
Manager or his designated representative, following approval of this Agreement by City. The
City Manager (or his authorized representative) shall have the authority to issue interpretations,
waive provisions and enter into amendments of this Agreement on behalf of City so long as such
actions do not substantially change the uses or development permitted on the Site, or
substantially add to the costs of City as specified herein as agreed to by the City Manager. In
addition to the foregoing, the City Manager shall have the authority on behalf of City, from time
to time and one or more times, to extend times for performance under this Agreement so long as
such extensions do not result in the completion date for the Project being extended by more than
twelve (12) months. All other material interpretations, waivers, amendments or extensions of
time shall require the approval of the City Council in its capacity as the Housing Successor to the
dissolved Agency.
8.7 Attorneys' Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement, the prevailing party shall be entitled to
recover from the losing party its reasonable attorneys' fees. If either parry to this Agreement is
394/024600 -0013
1160644.9a05/08/13 -17- Item 8.h. - Page 23
required to initiate or defend litigation with a third party because of the violation of any term or
provision of this Agreement by the other party, then the party so litigating shall be entitled to
reasonable attorney's fees from the other party to this Agreement. Attorney's fees shall include
attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled
to all other reasonable costs for investigating such action, retaining expert witnesses, taking
depositions and discovery, and all other necessary and reasonable costs incurred with respect to
such litigation.
8.8 Covenants Running with the Land. This Agreement shall be binding upon the
parties hereto and their respective heirs, representatives, transferees, successors, and assigns. All
conditions, covenants, and restrictions contained in this Agreement shall be covenants running
with the land, and shall, in any event, and without regard to technical classification or
designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for
the benefit and in favor of, and enforceable by, City and its successors and assigns, against
Developer, its successors and assigns, to or of the Site or any portion thereof or any interest
therein, and any party in possession or occupancy of said Site or portion thereof.
In amplification and not in restriction of the provisions set forth hereinabove, it is
intended and agreed that City shall be deemed a beneficiary of the agreements and covenants
provided hereinabove both for and in its own right and also for the purposes of protecting the
interests of the community. All covenants without regard to technical classification or
designation shall be binding for the benefit of City and such covenants shall run in favor of City
for the entire period during which such covenants shall be in force and effect, without regard to
whether City is or remains an owner of any land or interest therein to which such covenants
relate. City shall have the right, in the event of any breach of any such agreement or covenant, to
exercise all rights and remedies, including maintaining an action at law or suit in equity or other
proper proceedings to obtain damages or enforce the curing of such breach of agreement or
covenant.
8.9 Third Party Beneficiaries; City Right to Assign. Nothing herein is intended to
create any third party beneficiaries to this Agreement, and no person or entity other than City and
Developer, and the permitted successors and assigns of each of them, shall be authorized to
enforce the provisions of this Agreement. City shall have the right to assign this Agreement to
anygovernmental entity or agency.
8.10 Entire Agreement and Amendments. This Agreement and its attachments and the
agreements referenced herein incorporate all of the terms and conditions mentioned herein, or
incidental hereto, and supersede all negotiations and previous agreements between the parties
with respect to all or part of the subject matter hereof. Any amendment or modification to this
Agreement must be in writing and executed by City and Developer.
8.11 Interpretation; Governing Law. This Agreement shall be construed according to
its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in
accordance with the internal laws of the State of California without regard to principles of
conflict of laws.
8.12 Severability. If any term, provision, covenant, or condition of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of
11606 394/024600-0013 .9/0 _ l g_ Item 8.h. - Page 24
1160644.9 a05/08/13
this Agreement shall not be affected thereby to the extent such remaining provisions are not
rendered impractical to perform taking into consideration the purposes of this Agreement.
8.13 Execution in Counterpart. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on both parties hereto,
notwithstanding that both parties are not signatories to the original or the same counterpart.
8.14 Attachments. Attachments 1 through 6B, inclusive, attached hereto are hereby
incorporated herein by reference as if set forth in full. Said Attachments are identified as
follows:
Attachment No. 1
Attachment No. 2
Attachment No. 3
Attachment No. 4
Attachment No. 5
Attachment No. 6
Legal Description of Site
Schedule of Performance
Modification to Promissory Note Secured by Deed of Trust
Modification to Deed of Trust
Memorandum of Affordable Housing Agreement
Form of City Homebuyer Documents
6A Regulatory Agreement and Declaration of Covenants and
Restrictions
6B Notice of Affordability Restrictions on Transfer of Property
394/024600 -0013
1160644.9a05/08/13 -19- Item 8.h. - Page 25
IN WITNESS WHEREOF, City and Developer have entered into this Agreement as of
the date set forth above.
ATTEST:
Kelly Wetmore, City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Special Counsel to City
"CITY"
CITY OF ARROYO GRANDE AS HOUSING
SUCCESSOR TO THE DISSOLVED
REDEVELOPMENT AGENCY OF THE
CITY OF ARROYO GRANDE
Tony Ferrara, Mayor
"DEVELOPER"
HABITAT FOR HUMANITY FOR SAN
LUIS OBISPO COUNTY
By:
Its:
By:
Its:
394/024600-0013 _20_ Item H.h. - 1160644.9 a05/00 8/13 Page 26
�j
That certain property located in the City of Arroyo Grande, County of San Luis Obispo,
State of California, described as follows:
That portion of Lot 106 of the Subdivision of the Ranchos Corral de Piedra,
Pismo and Bolsa de Chamisal, in the City of Arroyo Grande, County of San Luis
Obispo, State of California, according to map filed in Book A, Page 65 of Maps,
in the office of the County Recorder of said County, described as follows:
Commencing at a point in the Southeasterly line of the right of way conveyed to
the County of San Luis Obispo, by Deed Dated May 7, 1941 and recorded May
29, 1941 in Book 300 at Page 12 of Official Records, distant thereon North 56 °50'
East, 1377.10 feet from the Southwesterly line of Lot 13 of the Folsom Tract,
according to the map filed for record September 26, 1891 in Book B at Page 75 of
Maps; said point being the most Northerly corner of the property conveyed to Roy
S. Slean etux, by deed dated December 30, 1946 and recorded January 21, 1947 in
Book 428 Page 463 of Official Records; thence North 56 °50' East along the
Southeasterly line of the right of way above referred to, 66.25 feet to the most
Westerly corner of the property conveyed to William Q. O'Connor etux., by Deed
dated August 8, 1949 and recorded February 16, 1950 in Book 522 Page 199 of
Official Records; thence South 33 °10' East along the Southwest line of the
property so conveyed, 328.73 feet to the most Southerly corner thereof, thence
South 56 °50' West, 66.25 feet to the Easterly corner of the property conveyed to
Roy S. Slean etux., so conveyed, 328.73 feet to the point of beginning.
Said Property is also shown on map recorded May 27, 1941 in Book 2 Page 74 of
Record of Surveys.
Excepting therefrom that portion as conveyed to the City of Arroyo Grande, a
Municipal Corporation by deed recorded June 29, 1984 Instrument No. 34576 in
Book 2609 Page 458 of Official Records.
394/024600 -0013
1160644.9a05/08/13 Item 8.h. - Page 27
ITEM OF PERFORMANCE
TIME FOR PERFORMANCE
1.
Developer executes and delivers City the
No later than 5 days after the Effective
City Note Modification, the Cty Deed of
Date.
Trust Modification, and Memorandum (§
3.1.3).
2.
City executes the City Note Modification,
Upon the title company's commitment to
the City Deed of Trust Modification, and
issue the endorsement to City of Agency's
Memorandum and causes the City Deed of
title insurance policy described in Section
Trust Modification and Memorandum to be
3.1.4.
recorded ( §§ 3.1.3, 3.1.4).
3.
Developer submits to City for review and
No later than sixty (60) days prior to the
approval the documents Developer will
anticipated close of escrow for the sale of
require the Qualified Homebuyers to enter
a Home.
into, which shall not conflict with the
requirements of this Agreement (§ 4.2.5).
4.
Developer delivers to City evidence of
No later than 30 days prior to
financial capability for each Home or phase,
commencement of construction of each
as applicable (§ 3.2).
Home or phase, as applicable.
5.
All of the Project Conditions are satisfied (§
Within the time periods set forth in the
3.1.2).
Agreement, or by the date that is 60
months after the Effective Date if no
earlier time period is set forth in the
Agreement.
6.
Developer commences construction of
No later than five (5) years after the
Project (§ 2.3).
Effective Date.
7.
Developer causes Property to be in Ready
No later than five (5) years from the date
To Build Condition (§ 2.3).
of commencement of contruction of the
Project.
8.
Developer completes construction of the
No later than five (5) years from the date
Project (§ 2.3).
the Property is first in Ready to Build
Condition.
394/024600 -0013
1160644.9a05/08/13 -l- Item 8.h. - Page 28
ITEM OF PERFORMANCE
TIME FOR PERFORMANCE
9.
Developer conveys the completed Homes to
As expeditiously as possible following the
Qualified Homebuyers and causes the
completion of each Home.
Conveyance Conditions to be satisfied
including the execution of the City
Homebuyer Documents (§ 4.2.1).
It is understood that the foregoing Schedule is subject to all of the terms and conditions of
the text of the Agreement. The summary of the items of performance in this Schedule is not
intended to supersede or modify the more complete description in the text; in the event of any
conflict or inconsistency between this Schedule and the text of the Agreement, the text shall
govern.
Times of performance under the Agreement may be extended by mutual written
agreement City and Developer. The City Manager shall have the authority on behalf of City to
approve extensions of time, with the exception of any extension that would result in the
completion date for the Project being extended by more than twelve (12) months.
394/024600-0013 _2_ Item H.h. - 1160644.9 a05/00 8/13 Page 29
SECURED BY DEED OF TRUST
[Attached]
394/024600 -0013
1160644.9a05/08/13 Item 8.h. - Page 30
SECURED BY DEED OF TRUST
This MODIFICATION TO PROMISSORY NOTE SECURED BY DEED OF TRUST
( "Modification ") is entered into on , 2013, and is affixed to and
forms a part of that certain Promissory Note Secured by Deed of Trust dated December ,
2010, in the original principal amount of Two Hundred Sixty Thousand Dollars ($260,000.00),
issued by HABITAT FOR HUMANITY FOR SAN LUIS OBISPO COUNTY, a California
nonprofit corporation ( "Borrower "), and payable to the CITY OF ARROYO GRANDE AS
HOUSING SUCCESSOR TO THE DISSOLVED ARROYO GRANDE REDEVELOPMENT
AGENCY ( "City ")
The Note is hereby endorsed and modified as follows:
1. All references in the Note to the term "Loan Documents" shall be deemed to
include this Modification, any future amendments to the Note, and the Affordable Housing
Agreement between Borrower and City dated , 2013, as may be amended from
time to time ( "AHA "). All terms not otherwise defined in this Modification shall have the
meaning ascribed in the AHA.
2. The first paragraph of Section 2 of the Note is hereby modified to read in its
entirety as follows
"Upon the sale and transfer of each Home to a Qualified Homebuyer and the satisfaction
of the following conditions, a portion of the Agency Loan equal to the Pro Rated Amount
shall be forgiven: (a) a certificate of occupancy has been issued by the City building
department for the Home; (b) City has determined the proposed buyer of the Home is
a Qualified Homebuyer and the purchase price does not exceed the Affordable
Purchase Price; (c) all documents required to be executed by City in connection with the
sale of the Home, including the City Homebuyer Documents, have been executed and all
recordable documents have been recorded; (d) all other conditions and approvals required
for the transfer shall have been satisfied or obtained; and (e) Borrower is not in default of
the AHA. As used herein, the term "Pro Rated Amount" shall mean the amount derived
by multiplying the Agency Loan by a fraction in which the numerator is 1 and the
denominator is the total number of Homes to be developed on the Property by Borrower.
For example, if Borrower is to develop seven Homes on the Property, the Pro Rated
Amount would be 1/7 th of the Agency Loan."
2. Sections 3 and 4 of the Note are hereby modified to read in their entirety as
follows:
443. Default. Borrower shall be deemed in default of this Note in the event
Borrower fails to timely make any payment required by this Note, or fails to perform any
other obligation under this Note within thirty (30) days after notice of the default. In the
event of a default, City may, at its option, declare this Note and all indebtedness secured
by the Deed of Trust immediately due and payable pursuant to Section 4.
4. Acceleration. To the extent permitted by applicable law, in the event: (a)
Borrower shall directly or indirectly, voluntarily or involuntarily, sell, assign, transfer,
116064.9a 5/0 _1_ Item 8.h. - Page 31
1160644.9 a05/08/13
dispose of, alienate, encumber, lease, or agree to sell, assign, transfer, dispose of,
alienate, encumber, or lease all or any portion of any interest in the Property (excluding
the sale of the Homes in compliance with the requirements of the AHA and the lien of the
Permitted Encumbrances); or (b) Borrower shall refinance any lien or encumbrance
secured by the Property for a loan amount in excess of the then outstanding sum secured
by such lien or encumbrance or extend the term of any loan secured by any such lien or
further encumber the Property; or (c) Borrower shall default on any of its obligations set
forth in the Loan Documents and fail to cure within any notice and cure period set forth
in the applicable document; or (d) Borrower shall default on any obligations under any
documents relating to any other financing that is secured by the Property; or (e) the
Project Conditions (as defined in the AHA) are not satisfied within the time periods set
forth in the AHA, or by the date that is sixty (60) months after the Effective Date (defined
in the AHA) if no earlier time period is set forth in the AHA, then, or at any time
thereafter, City, at its option, may declare the entire indebtedness evidenced hereby and
by the Deed of Trust immediately due and payable.
3. Except as expressly modified by this Modification, the Note shall remain
unmodified and in full force and effect.
[end— signature page follows]
394/024600 -0013
1160644.9a05/08/13 -2- Item 8.h. - Page 32
IN WITNESS WHEREOF, Borrower and City have executed this Modification as of the
date first above written.
ul-TITHIMMUM
HABITAT FOR HUMANITY FOR SAN
LUIS OBISPO COUNTY, a California
nonprofit public benefit corporation
By:
Its:
By:
Its:
"CITY"
CITY OF ARROYO GRANDE AS HOUSING
SUCCESSOR TO THE DISSOLVED
ARROYO GRANDE REDEVELOPMENT
AGENCY
Lo
ATTEST:
Kelly Wetmore, City Clerk
Tony Ferrara, Mayor
394/024600-0013
11606 44.9 a05/0/0 8/13 _3_ Item 8.h. - Page 33
11606
131 11
[Attached]
394/024600-0013
1160644.9a05/08/13 Item 8.h. - Page 34
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
Attn: City Clerk
(SPACE ABOVE FOR RECORDER'S USE)
This Modification to Deed of Trust is recorded at the request
and for the benefit of the City of Arroyo and is exempt from
the payment of a recording fee pursuant to Government Code
Sections 6103 and 27383.
1 A
This MODIFICATION TO DEED OF TRUST ("Modification") is made this
day of , 2013, among HABITAT FOR HUMANITY FOR SAN LUIS
OBISPO COUNTY, a California nonprofit public benefit corporation ( "Trustor "), FIDELITY
NATIONAL TITLE COMPANY ( "Trustee "), and the CITY OF ARROYO GRANDE AS
HOUSING SUCCESSOR TO THE DISSOLVED ARROYO GRANDE REDEVELOPMENT
AGENCY ( "Beneficiary ").
RECITALS
A. Trustor executed that certain Deed of Trust dated December 10, 2010, in favor of
the Redevelopment Agency of the City of Arroyo Grande ( "Agency ") as the beneficiary
thereunder, recorded on December 29, 2010, as Instrument No. 2010- 066720 in the Official
Records of San Luis Obispo County, California ( "Deed of 'Trust "). All terms not otherwise
defined herein shall have the meaning ascribed in the Deed of Trust.
B. The Agency was dissolved as of February 1, 2012, pursuant to the terms of
Assembly Bill 26 from the 2011 -12 First Extraordinary Session of the California Legislature as
modified by the California Supreme Court decision in California Redevelopment Association v.
Matosantos (2011) 53 Ca1.4th 231 ( "ABxl 26 ").
C. Pursuant to a provision of ABxl 26, at subdivision (a) of Health and Safety Code
Section 34176, the City elected to retain the housing assets and functions of the dissolved
Agency and pursuant to that section all housing assets and functions of the dissolved Agency
were transferred to the City. The City thus is the "housing successor" to the dissolved Agency
and in that capacity has the rights, powers, duties, and obligations of the dissolved Agency with
respect to the transferred housing assets and functions. The City, therefore, is the beneficiary
under the Deed of Trust and has the power and authority to modify the Deed of Trust pursuant to
this Modification.
394/024600 -0013
1160644.9 a05/08/13
Item 8.h. - Page 35
D. The Deed of Trust secures a loan in the amount of $260,000.00 as evidenced by
the Note.
E. On or about the date hereof, Trustor and Beneficiary executed that certain
Modification to Promissory Note Secured by Deed of Trust ( "Note Modification "), which
amended the repayment terms under the Note. The Note Modification was entered into pursuant
to that certain Affordable Housing Agreement between Trustor and Beneficiary dated
, 2013 ( "AHA "). Any capitalized terms contained in this Modification which are
not defined herein shall have the meaning given in the AHA, unless expressly provided to the
contrary.
F. Trustor and Beneficiary now desire to modify the Deed of Trust on the terms set
forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 3 of the Deed of Trust is hereby modified to read in its entirety as follows:
"To the extent permitted by applicable law, in the event: (a) Trustor shall directly or indirectly,
voluntarily or involuntarily, sell, assign, transfer, dispose of, alienate, encumber, lease, or agree
to sell, assign, transfer, dispose of, alienate, encumber, or lease all or any portion of any interest
in the Property (excluding the sale of the Homes in compliance with the requirements of the
AHA and the lien of the Permitted Encumbrances); or (b) Trustor shall refinance any lien or
encumbrance secured by the Property for a loan amount in excess of the then outstanding sum
secured by such lien or encumbrance or extend the term of any loan secured by any such lien or
further encumber the Property; or (c) Trustor shall default on any of its obligations set forth in
the Loan Documents and fail to cure within any notice and cure period set forth in the applicable
document; or (d) Trustor shall default on any obligations under any documents relating to any
other financing that is secured by the Property; or (e) the Project Conditions (as defined in the
AHA) are not satisfied within the time periods set forth in the AHA, or by the date that is sixty
(60) months after the Effective Date of the AHA (as defined in the AHA) if no earlier time
period is set forth in the AHA, then, or at any time thereafter, Beneficiary, at its option, may
declare the entire indebtedness evidenced secured by this Deed of Trust immediately due and
payable. This term "Loan Documents" shall mean the Deed of Trust and this Modification, the
Note, the Note Modification, the AHA, and the Loan and Negotiation Agreement between
Trustor and Beneficiary dated December 14, 2010, as such agreements may be amended from
time to time."
2. All references in the Deed of Trust to the "Note" shall include any modifications
to the Note, including the Note Modification referred to in Recital E.
3. Except as expressly modified by this Modification, the Deed of Trust shall
remain unmodified and in full force and effect.
394/024600 -0013
1160644.9 a05/08/13
(signatures on next page)
-2-
Item 8.h. - Page 36
IN WITNESS WHEREOF, the parties have executed this Modification as of the date set
forth above.
ATTEST:
Kelly Wetmore, City Clerk
394/024600 -0013
1160644.9 a05/08/13
-3-
HABITAT FOR HUMANITY FOR SAN
LUIS OBISPO COUNTY
By:
Its:
By:
Its:
`BENEFICIARY'
CITY OF ARROYO GRANDE AS HOUSING
SUCCESSOR TO THE DISSOLVED
ARROYO GRANDE REDEVELOPMENT
AGENCY
C
Tony Ferrara, Mayor
Item 8.h. - Page 37
State of California
County of
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
State of California
County of
(Seal)
On , before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
394/024600 -0013
1160644.9 a05/08/13
0
(Seal)
Item 8.h. - Page 38
State of California
County of
On
before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
394/024600 -0013
1160644.9 a05/08/13 —5—
(Seal)
Item 8.h. - Page 39
Of
394/024600 -0013
1160644.9 a05/08/13
[Attached]
Item 8.h. - Page 40
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
Attn: City Clerk
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
This Memorandum of Affordable Housing
Agreement is recorded at the request and for the
benefit of the City of Arroyo Grande and is exempt
from the payment of a recording fee pursuant to
Government Code Sections 6103 and 27383.
Note to Recorder:
Recordation pursuant to Civil Code §1468(d)
This MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT
( "Memorandum ") is entered into this day of , 20135 by and between
the CITY OF ARROYO GRANDE AS HOUSING SUCCESSOR TO THE DISSOLVED
REDEVELOPMENT AGENCY OF THE CITY OF ARROYO GRANDE ( "City "), and
HABITAT FOR HUMANITY FOR SAN LUIS OBISPO COUNTY, a California nonprofit
public benefit corporation ( "Developer ").
This Memorandum is made with reference to the following:
1. Developer is the owner of that certain real property located in the City of Arroyo
Grande, County of San Luis Obispo, State of California, more particularly described in the legal
description attached hereto as Exhibit "A" and incorporated herein by this reference ( "Site ").
2. On or about , 2013, City and Developer entered into that
certain Affordable Housing Agreement ( "AHA ") which requires Developer to develop an
affordable housing ownership project on the Site and to sell the homes to low income qualified
buyers and is subject to those and other covenants and restructions.
3. The AHA provides for City and Developer to enter into this Memorandum and to
record the same in the Official Records of San Luis Obispo County, California, to provide notice
to all persons of the existence of said AHA including the covenants and restrictions therein,
which AHA is binding on Developer and Developer's successors -in- interest as to the Site.
4. This Memorandum is not intended as a full description of the terms and
conditions of the AHA. This Memorandum shall not replace, alter, or modify any term or
condition set forth in the AHA, nor shall it be used to interpret the terms and conditions of the
AHA.
394/024600 -0013
1160644.9 a05/08/13
-I-
Item 8.h. - Page 41
5. This Memorandum may be executed in several counterparts, and all so executed
shall constitute one agreement binding on both parties hereto, notwithstanding that both parties
are not signatories to the original or the same counterpart.
IN WITNESS WHEREOF, City and Developer have entered into this Memorandum as of
the date first set forth above.
ATTEST:
Kelly Wetmore, City Clerk
394/024600 -0013
1160644.9 a05/08/13
-2-
"CITY"
CITY OF ARROYO GRANDE AS HOUSING
SUCCESSOR TO THE DISSOLVED
ARROYO GRANDE REDEVELOPMENT
AGENCY
Tony Ferrara, Mayor
"DEVELOPER"
HABITAT FOR HUMANITY FOR SAN
LUIS OBISPO COUNTY, a California
nonprofit public benefit corporation
By:
Its:
By:
Its:
Item 8.h. - Page 42
State of California
County of
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
State of California )
County of )
On
before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
394/024600 -0013
1160644.9 a05/08/13
-3-
(Seal)
Item 8.h. - Page 43
State of California
County of
On , before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
394/024600 -0013
1160644.9 a05/08/13
M
(Seal)
Item 8.h. - Page 44
That certain real property located in the City of Arroyo Grande, County of San Luis
Obispo, State of California, described as follows:
That portion of Lot 106 of the Subdivision of the Ranchos Corral de Piedra,
Pismo and Bolsa de Chamisal, in the City of Arroyo Grande, County of San Luis
Obispo, State of California, according to map filed in Book A, Page 65 of Maps,
in the office of the County Recorder of said County, described as follows:
Commencing at a point in the Southeasterly line of the right of way conveyed to
the County of San Luis Obispo, by Deed Dated May 7, 1941 and recorded May
29, 1941 in Book 300 at Page 12 of Official Records, distant thereon North 56 °50'
East, 1377.10 feet from the Southwesterly line of Lot 13 of the Folsom Tract,
according to the map filed for record September 26, 1891 in Book B at Page 75 of
Maps; said point being the most Northerly corner of the property conveyed to Roy
S. Slean etux, by deed dated December 30, 1946 and recorded January 21, 1947 in
Book 428 Page 463 of Official Records; thence North 56 °50' East along the
Southeasterly line of the right of way above referred to, 66.25 feet to the most
Westerly corner of the property conveyed to William Q. O'Connor etux., by Deed
dated August 8, 1949 and recorded February 16, .1950 in Book 522 Page 199 of
Official Records; thence South 33 °10' East along the Southwest line of the
property so conveyed, 328.73 feet to the most Southerly corner thereof; thence
South 56 °50' West, 66.25 feet to the Easterly corner of the property conveyed to
Roy S. Slean etux., so conveyed, 328.73 feet to the point of beginning.
Said Property is also shown on map recorded May 27, 1941 in Book 2 Page 74 of
Record of Surveys.
Excepting therefrom that portion as conveyed to the City of Arroyo Grande, a
Municipal Corporation by deed recorded June 29, 1984 Instrument No. 34576 in
Book 2609 Page 458 of Official Records.
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' 10 1,04 01 t
6A: Regulatory Agreement and Declaration of Covenants and Restrictions
6B: Notice of Affordability Restrictions on Transfer of Property
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AND RESTRICTIONS AND OPTION TO PURCHASE
[Attached —See Following Pages]
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RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
Attn: City Clerk
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
This Regulatory Agreement and Declaration of
Covenants and Restrictions is recorded at the request
and for the benefit of the City of Arroyo Grande and
is exempt from the payment of a recording fee
pursuant to Government Code Section 27383.
o] U 1 , . .
11111111111rWITE Non Of
so
c; r,
This REGULATORY AGREEMENT AND DECLARATION OF COVENANTS ND
RESTRICTIONS ( "Agreement ") is entered into as of this day of
, 201 , by and among CITY OF ARROYO GRANDE AS
HOUSING SUCCESSOR TO THE DISSOLVED REDEVELOPMENT AGENCY OF THE
CITY OF ARROYO GRANDE ( "City "), HABITAT FOR HUMANITY FOR SAN LUIS
OBISPO COUNTY, a California nonprofit public benefit corporation ( "Habitat "), and
(together with its successors and assigns in and to the
Property, the "Owner ").
RECITALS
A. City as successor -in- interest to the dissolved Redevelopment Agency of the City
of Arroyo Grande ( "Agency "), and Habitat are parties to that certain Loan and Negotiation
Agreement dated December 14, 2010, pursuant to which Agency provided financial assistance to
Developer from Agency's Low and Moderate Income Housing Fund for Developer's acquisition
of certain real property, and that certain Affordable Housing Agreement ( "AHA ") dated
, 2013, pursuant to which Developer developed thereon an affordable housing
project, which project includes that certain property located at , Arroyo
Grande, CA , and more particularly described in the legal description attached hereto as
Exhibit "A" ( "Property "). Pursuant to the AHA, Developer is required to sell the Property to a
person or family of low income and the Property is required to remain available to low income
buyers at an affordable sales price for a term of forty -five (45) years.
B. On or about the date of the recordation of this Agreement, Developer conveyed
fee title to the Property to Owner. Owner is a person or family whose household income does
not exceed the income limits for low income households for San Luis Obispo County, adjusted
for applicable household size, as computed in accordance with applicable law.
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Item 8.h. - Page 48
C. Pursuant to Health and Safety Code Section 33334.3(f)(1), all new housing units
assisted with funds from the Low and Moderate Income Housing Fund must remain available at
an affordable housing cost to, and occupied by, persons and families of low or moderate income,
which requirement is implemented through the terms and conditions of this Agreement which
restrict the sale of the Property to persons and families of low income at a restricted resale price
for a term of forty -five (45) years ( "Affordable Legal restriction ").
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by all of the parties, and incorporating the foregoing Recitals
as a part hereof, Owner, Habitat and City agree as follows:
1. Definitions. The following terms as used in this Agreement shall have the
meanings set forth below unless expressly provided to the contrary:
"Affordable Legal Restriction" shall have the meaning ascribed in Recital C of
this Agreement.
"Affordable Purchase Price" shall mean the purchase price that would result in a
Housing Cost amount that does not exceed the maximum percentage of income that can be
devoted to Housing Costs by low income households under Health & Safety Code
Section 50052.5, as may be amended, or any successor statute thereto, and the implementing
regulations in Title 25 of the California Code of Regulations.
"Affordable Transfer" shall mean the Transfer of the Property to a Qualified
Purchaser at an Affordable Purchase Price, as more fully explained in Section 5.2 of this
Agreement.
"Agreement" means this Regulatory Agreement and Declaration of Covenants
and Restrictions by and among City, Habitat, and Owner.
"Exempt Transfer" shall have the meaning ascribed in Section 5.1.1 of this
Agreement.
"First Deed of Trust" shall have the meaning ascribed in Section 5.1.1(v) of this
Agreement.
"Habitat Transfer" shall have the meaning ascribed in Section 5.3 of this
Agreement.
"Housing Cost" shall include all of the following costs associated with the
Property, estimated or known as of the date of the proposed sale of the Property: (i) principal
and interest payments on a mortgage loan, and any loan insurance fees associated therewith not
exceeding the prevailing conventional home mortgage lending rates applied by any reputable
institutional home mortgage lender, or the lending rates of any government- subsidized or special
mortgage program for which the Qualified Purchaser qualifies and has obtained a loan for the
acquisition of the Property; (ii) property taxes and assessments; (iii) fire and casualty insurance
covering replacement value of property improvements; (iv) property maintenance and repair;
(v) homeowner association dues; and (vi) a reasonable utility allowance, including garbage
collection, sewer, water, electricity, gas, and other heating, cooking, and refrigeration fuels, but
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Item 8.h. - Page 49
excluding telephone and cable service. The Housing Cost shall be an average of estimated costs
for the next twelve (12) months.
"Median Income" shall mean the San Luis Obispo County area median income, as
published annually by the California Department of Housing and Community Development.
Upon request by Owner, City shall provide Owner the amount of the Median Income.
"Owner" shall mean the person(s) identified in the preamble to this Agreement as
the Owner, and the successors and assigns of such person(s) in and to the Property.
"Permitted Transfer" shall mean either an Exempt Transfer, an Affordable
Transfer or a Habitat Transfer made in compliance with the terms of this Agreement.
"Prohibited Sales Proceeds" shall have the meaning ascribed in Section 11.2 of
this Agreement.
"Prohibited Transfer" shall mean (i) any Transfer that is not expressly permitted
under this Agreement, or (ii) any Transfer that is expressly permitted under this Agreement but is
not made in compliance with the terms and conditions of this Agreement. Affordable Transfers,
Exempt Transfers and Habitat Transfer made in compliance with this Agreement do not
constitute Prohibited Transfers. A Prohibited Transfer constitutes a default under this
Agreement.
"Property" shall mean and refer to the property described on Exhibit "A" to this
Agreement.
"Qualified Purchaser" shall mean a person or family who meets all of the
requirements of City to qualify to acquire the Property, including the following, and whose
eligibility is subject to verification by City:
(a) Income Qualifications. The household's total combined gross household
income does not exceed the qualifying limits for low income families, adjusted for
household size, as established and amended from time to time pursuant to Section 8 of
the United States Housing Act of 1937. Gross household income shall be calculated in
accordance with Title 25 of the California Code of Regulations Section 6914.
(b) No Ownership of Other Property. Ownership of other real property
disqualifies an applicant for eligibility to purchase the Property.
(c) Household Size. The household size of the applicant must not exceed two
persons per bedroom, plus one person (e.g., if the home has three bedrooms the
maximum number of persons in the household can be seven persons).
(d) Legal Residency. The persons in the household must lawfully reside in the
United States.
In connection with each proposed Transfer, the City Manager shall have the authority to issue
waivers, interpretations and variances in connection with the implementation of the foregoing
requirements.
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"Transfer" shall mean any sale, assignment, transfer, disposition, alienation,
encumbrance, hypothecation or lease of all or any portion of any interest in the Property, whether
direct or indirect or voluntarily or involuntarily, including without limitation any sale or lease of
the Property or any part thereof for any period of time, execution of a real estate installment
contract regarding the Property, grant of any real property interest in the Property or part thereof,
the recordation of a deed of trust or mortgage which creates a lien on the Property, or a transfer
of the Property or part thereof upon the death of an Owner.
"Low Income Household" shall mean a household whose annual household
income does not exceed the income limit for low income households for San Luis Obispo
County, adjusted for applicable household size, as computed in accordance with applicable law.
Household income shall be determined in accordance with the requirements of applicable law
including Title 25 California Code of Regulations Section 6914.
2. Term. The term of this Agreement shall commence on the date of the recordation
of this Agreement and shall continue thereafter for a term of forty -five (45) years. No
termination of this Agreement shall release any party then in default from liability for such
default.
3. Owner Representations and Warranties. Owner covenants, represents and
warrants to City that the financial and other information previously provided to City by Owner
for the purpose of qualifying to purchase the Property was true, complete, and correct at the time
it was given and remains true, complete, and correct as of the date of Owner's acquisition of the
Property. Owner acknowledges that City is relying upon such financial and other information
and City would not have approved Owner's purchase of the Property if Owner did not so qualify.
4. Use; Occupancy Standards. Owner shall use the Property as the principal and
permanent residence of Owner and for no other purpose. Owner may not rent or lease the
Property, or any portion thereof. The home on the Property shall only be occupied by a total
number of persons not to exceed the total number of bedrooms in the home multiplied by 2, plus
1 person (e.g., a three bedroom home would be limited to occupancy by 7 persons). Owner shall,
upon demand by City, submit to City such documents and other evidence verifying Owner's
compliance with this Section including Owner's occupancy of the Property as Owner's principal
residence, and verifying that there have been no changes in the manner in which title to the
Property is held. Such evidence may include without limitation, written certifications under
penalty of perjury and copies of current utility bills or mortgage statements reflecting Owner's
name and the address of the Property.
5. Transfer of Property; Permitted Transfers and Transfer Restrictions. Owner
shall not Transfer the Property unless the Transfer is a "Permitted Transfer." The following
Transfers constitute Permitted Transfers: (i) Exempt Transfers, which are more fully explained
in Section 5.1; (ii) Affordable Transfers, which are more fully explained in Section 5.2; and (iii)
Habitat Transfers, which are more fully explained in Section 5.3. All other Transfers are
prohibited under this Agreement and are referred to herein as "Prohibited Transfers." The
occurrence of a Prohibited Transfer shall constitute a default under this Agreement by the
transferor and transferee of the Prohibited Transfer.
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Item 8.h. - Page 51
5.1 Exempt Transfers.
5.1.1 Defined. The provisions of this Section 5.1 shall apply to
Transfers that constitute Exempt Transfers. Each of the following shall constitute an "Exempt
Transfer" provided the Transfer is made in compliance with the terms and procedures set forth
in Section 5.1.2:
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(i) Conveyance as a Result of Marriage. A Transfer of title to
the Property by an Owner to himself /herself and his /her spouse (such that the
spouses become co- owners of the Property) as a result of a marriage.
(ii) Conveyance to a Trust. A Transfer of title to the Property
by an Owner to a revocable living trust comprised of Owner established by such
Owner for estate planning purposes.
(iii) Conveyances between Co- Owners as a Result of Death,
Voluntary Conveyance, or Divorce. If there is more than one individual
constituting Owner (i.e., spouses, joint tenants, etc.), a Transfer of one Owner's
interest in the Property to the other Owner by reason of death, voluntary
conveyance, or divorce.
(iv) Conveyance to a Party who is Not a Co -Owner as a Result
of Death. Upon the death of an Owner, a Transfer of the Property to a Low
Income Household that meets the other requirements of City to acquire and own
the Property, including the obligation to reside at the Property as the Owner's
principal and permanent residence. If the transferee of the Property upon the
death of an Owner is not a Low Income Household who meets the requirements
of City to own the Property, the Transfer is not an Exempt Transfer and the
transferee shall, within one hundred twenty (120) days after the date the transferee
obtains title to the Property, Transfer fee title to the Property to a Qualified
Purchaser at an Affordable Purchase Price pursuant to Section 5.2 of this
Agreement.
(v) First Deed of Trust Financing. The execution of a deed of
trust in favor of an institutional lender to secure repayment of a loan to acquire the
Property pursuant to an Affordable Transfer ( "First Deed of Trust "), provided
that the lien is being created in good faith and for value.
(vi) Refinancing of First Deed of Trust. The execution of a
deed of trust in favor of an institutional lender to secure repayment of a loan the
proceeds of which are used only for the purpose of repaying the First Deed of
Trust described above or any successor loan executed in connection with
refinancing of the prior encumbrance, provided that the loan is being created in
good faith and for value and the amount does not exceed the then outstanding sum
secured by the First Deed of Trust or a successor loan executed in connection with
refinancing of the prior encumbrance plus reasonable closing costs associated
with the refinance.
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Item 8.h. - Page 52
5.1.2 Transfer Review. No Owner shall cause or permit an Exempt
Transfer of the Property to occur, and no person or entity shall accept a Transfer, without prior
written confirmation from City that City has determined that the proposed Transfer constitutes an
Exempt Transfer. City shall not be obligated to approve an Exempt Transfer until and unless the
proposed transferee has submitted to City such information and completed such forms and
certifications as City shall request in connection with insuring compliance with this Agreement,
which, with respect to Exempt Transfers other than a transfer involving a First Deed of Trust
Financing or Refinancing under Section 5.1.1(v) or (vi), may include, but will not be limited to,
certifications as to the proposed transferee's gross income and agreement to abide by the terms
and conditions of this Agreement (provided, however, this Agreement shall be binding on any
transferee whether or not such an agreement is executed). In addition, prior to conveyance of the
Property and as a condition to the effectiveness thereof, each transferee of an Exempt Transfer
other than a First Deed of Trust Financing or Refinancing under Section 5.1.1(v) or (vi) shall, if
requested by City, submit to the City an executed disclosure statement which certifies that the
transferee is aware that the transferee may only sell the Property at an Affordable Purchase Price
to a Qualified Purchaser, that the maximum permitted sales price may be less than the fair
market value, and that the Property must remain Owner occupied at all times and cannot be
rented or leased. Each Owner shall cooperate with the City in providing such forms to proposed
transferees, and acknowledges and agrees that its right to Transfer the Property is subject to and
conditioned upon its compliance with the requirements of the City applicable to implementation
of the foregoing provisions.
5.1.3 Transferee of Exempt Transfer Subject to Agreement. This
Agreement shall remain in full force and effect upon an Exempt Transfer. Other than an Exempt
Transfer that is for the recordation of the First Deed of Trust in accordance with Section 5.1.1(v)
or a refinancing under Section 5.1.1(vi), the transferee of an Exempt Transfer shall constitute the
"Owner" under this Agreement (together and jointly with any other party that constitutes Owner)
upon the Exempt Transfer and shall be subject to, and required to comply with, all of the terms
and conditions of this Agreement, including without limitation the requirement in Section 4 that
the Owner occupy the Property as its principal place of residence.
5.2. Affordable Transfers.
5.2.1 Defined. If Owner desires to Transfer the Property and the
Transfer does not constitute an Exempt Transfer or a Habitat Transfer, the Property must be
Transferred as an Affordable Transfer. An "Affordable Transfer" is the Transfer of the
Property to a Qualified Purchaser at an Affordable Purchase Price, made in compliance with the
terms and procedures set forth in this Agreement.
5.2.2 Notice to City. Prior to Transferring the Property to a Qualified
Purchaser at an Affordable Purchase Price, Owner shall notify City in writing of the proposed
Affordable Transfer and the identity of the proposed buyer.
5.2.3 Determination of Qualified Purchaser Status. Owner shall
cooperate with and reasonably assist City with the determination of whether a proposed buyer is
a Qualified Purchaser. In order to verify the buyer's status as a Qualified Purchaser, Owner shall
submit to City the identity of the proposed buyer and adequate information as requested by City
evidencing the buyer's status as a Qualified Purchaser, including evidence of income and
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Item 8.h. - Page 53
evidence that the buyer lawfully resides in the United States. Said information shall be
submitted not less than thirty (30) days prior to the proposed Affordable Transfer and shall
include original or true copies of pay stubs, income tax records or other financial documents in
order that City may determine and verify the household income of the proposed buyer and
qualification as a Qualified Purchaser. Owner shall complete or cause to be completed any
applications, verification documents or other forms that may be provided by City for Owner or
the proposed buyers to complete. If City is unable to verify the buyer's Qualified Purchaser
status, then the buyer shall not be eligible to purchase the Property and Owner shall select
another buyer for approval of Qualified Purchaser status.
5.2.4 Affordable Purchase Price. The sales price of the Property for an
Affordable Transfer shall not exceed the Affordable Purchase Price.
OWNER INITIALS:
[Failure of Owner to initial above shall not void this Section 5.2.4.]
5.2.5 Conditions to Transfer. Owner shall not Transfer the Property
pursuant to this Section 5.2, and no person or entity shall accept a Transfer of the Property, until
such time as City has provided written confirmation that it has determined (i) the proposed buyer
intends to occupy the Property as its principal residence; (ii) the proposed buyer is a Qualified
Purchaser and meets the other requirements of City; (iii) the Transfer is at an Affordable
Purchase Price; and (iv) the Qualified Purchaser has executed all other documents that may be
reasonably required by City to implement the terms of this Agreement.
5.2.6 Successive Affordable Transfers. The foregoing provisions of
this Section 5.2 shall apply to every successive Affordable Transfer.
5.2.7 Affordable Legal Restriction. Owner shall comply with and
cause the Affordable Legal Restriction to be satisfied. The failure of the Affordable Legal
Restriction to be satisfied shall constitute a default of this Agreement by Owner and its
successors and assigns, including any transferee of a Prohibited Transfer.
5.3 Habitat Transfers. The provisions of this Section 5.3 shall apply to
Transfers that constitute Habitat Transfers. A "Habitat Transfer" is a transfer of the Property
by Owner to Habitat that is made during the term of the Habitat Documents and in accordance
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Item 8.h. - Page 54
with the Habitat Documents approved by City. The term "Habitat Documents" shall mean the
documents entered into between Owner and Habitat relating to Owner's ownership and use of
the Property. The Habitat Documents specifically include Habitat's right of first refusal to
purchase the Property. Upon such a Habitat Transfer, Habitat shall be the Owner hereunder and
shall be required to comply with this Agreement, provided, however, that notwithstanding
anything to the contrary set forth in this Agreement, Habitat is not required to comply with the
Affordable Transfer restrictions set forth in this Agreement, but rather Habitat must comply with
the conveyance requirements set forth in the AHA by conveying the Property to a Qualified
Homebuyer (as such term is defined in the AHA) at the Affordable Purchase Price (as such term
is defined in the AHA) pursuant to the terms and conditions of the AHA, including, without
limitation Section 4.2 of the AHA, as expeditiously as possible and in no event later than six (6)
months from the date of the Habitat Transfer.
5.4 Prohibited Transfers. A Transfer that is not an Exempt Transfer
(Section 5.1) or an Affordable Transfer (Section 5.2) or a Habitat Transfer (Section 5.3) is a
Prohibited Transfer and is not permitted under this Agreement. No person or entity shall accept
a Transfer of the Property, until such time as City has provided written confirmation that the
proposed Transfer is an Exempt Transfer or Affordable Transfer. A transferee of a Prohibited
Transfer shall be subject to and required to comply with all of the terms and conditions of this
Agreement. The occurrence of a Prohibited Transfer shall constitute a default under this
Agreement of the transferor and transferee. In addition to any other rights and remedies
available to City upon the occurrence of a Prohibited Transfer, City shall have the right to
require payment of the Prohibited Sales Proceeds pursuant to Section 11.2 of this Agreement and
shall have the right to bring legal actions as deemed necessary by City to enforce the terms and
conditions of this Agreement, including without limitation the requirement that the Affordable
Legal Restriction be satisfied. A transferor Owner of a Prohibited Transfer shall not be released
from the obligations and liabilities under this Agreement and shall be jointly and severally
responsible with the transferee Owner for all obligations of Owner hereunder.
6. Maintenance of Property. Owner shall maintain or cause to be maintained all
improvements on the Property in first class condition and repair (and, as to landscaping, in a
healthy condition) and in accordance with all applicable laws, rules, ordinances, orders, and
regulations, including without limitation the City of Arroyo Grande Municipal Code, and all
federal, state, county, municipal, and other governmental agencies and bodies having or claiming
jurisdiction and all their respective departments, bureaus, and officials. In addition, Owner shall
make or cause to be made all repairs and replacements necessary to keep the improvements in
first class condition and repair and shall promptly eliminate or cause to be eliminated all graffiti
and debris and replace dead and diseased plants and landscaping with comparable materials. In
the event that Owner breaches any of the covenants contained in this Section 6 and such default
continues for a period of seven (7) days after written or verbal notice from City (with respect to
landscaping, graffiti, debris, waste material, or general maintenance) or thirty (30) days after
written notice from City (with respect to building improvements), then City, in addition to
whatever other remedy it may have at law or in equity, shall have the right to enter upon the
Property and perform or cause to be performed all such acts and work necessary to cure the
default. Pursuant to such right of entry, City shall be permitted (but not required) with due
notice to enter upon the Property and perform all acts and work necessary to protect, maintain,
and preserve the improvements and landscaped areas on the Property, and to attach a lien on the
Property, or to assess the Property, in the amount of the expenditures arising from such acts and
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work of protection, maintenance, and preservation by City and /or costs of such cure, including a
fifteen percent (15 %) administrative charge, which amount shall be promptly paid by Owner to
City upon demand.
7. Notice of Inspection. Owner agrees and acknowledges that City and its
employees and agents shall have the right to enter upon the Property during normal business
hours (Monday through Friday, between 9:00 a.m. and 5:00 p.m.) to ensure compliance with this
Agreement and other applicable federal, state and local laws and regulations. City agrees to
notify Owner not less than twenty -four (24) hours prior to City's proposed time of inspection of
the Property. Upon receipt of such notice, Owner agrees to cooperate with City in making the
Property available for inspection by City.
8. Public Nuisance; City Option to Purchase. In addition to any other remedies
City may have against Owner in accordance with this Agreement and applicable law, in the event
the Property is declared to be a public nuisance under the City's Public Nuisance Ordinance and
the nuisance is not timely abated in accordance with the City's Public Nuisance Ordinance, City
shall have the option to purchase the Property at the Affordable Purchase Price following the
expiration of any appeal period applicable to the public nuisance determination. In the event
City exercises the option, an escrow shall be established to close within sixty (60) days after
delivery of City's notice of exercise, and Owner shall convey fee title to the Property to City free
and clear of all monetary liens and encumbrances. The Option to Purchase set forth in this
Section 8 shall expire on the date that is forty -five (45) years after the date of recordation of this
Agreement. Notwithstanding the foregoing, the Option to Purchase set forth in this Section 8
shall be subordinate to Habitat's right of first refusal to purchase the Property under the Habitat
Documents.
9. Indemnification. Owner shall defend, indemnify and hold harmless City and its
officers, officials, agents, employees, representatives, and volunteers from and against any loss,
damage, costs, expenses, liability, claim, or judgment relating in any manner to the Property or
Owner's performance under this Agreement.
10. Insurance. Owner hereby certifies that it has obtained or provided for obtaining
(by its payment of its homeowner's association fees) a policy of all -risk property insurance in an
amount equal to the full replacement value of the structures, or portion thereof, within the
Property, and Owner shall continue to maintain or pay all dues required to provide for
maintaining such insurance in full force and effect during the period Owner owns the Property.
In no event shall the limits of any policy be considered as limiting the liability of Owner
hereunder or limiting the indemnity obligation set forth in Section 9 of this Agreement. In the
event of damage to or destruction of the Property, Owner shall reconstruct or cause to be
reconstructed the improvements on the Property to their prior condition to the extent of available
insurance proceeds and to the extent permitted by applicable law and declarations of record with
respect to the Property.
11. Defaults and Remedies.
11.1 Defaults. Failure or delay by any party to perform any term or provision
of this Agreement which is not cured within thirty (30) days after receipt of notice from the other
party specifying the default (or such other period specifically provided herein) constitutes a
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Item 8.h. - Page 56
default under this Agreement; provided, however, if such default is of the nature requiring more
than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing
to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to
completion within an additional thirty (30) days following the conclusion of such thirty (30) day
period (for a total of sixty (60) days). Except as required to protect against further damages, the
injured party may not institute proceedings against the party in default until expiration of such
cure period. Failure or delay in giving such notice shall not constitute a waiver of any default,
nor shall it change the time of default.
11.2 Prohibited Sales Proceeds. In the event of a Prohibited Transfer that
involves a sale of the Property for an amount greater than the Affordable Purchase Price, in
addition to any other remedy City shall have for such default, to the extent permitted by law,
City shall have the right to require that the transferor Owner pay to City the entire amount of the
sales price received in excess of the Affordable Purchase Price permitted pursuant to this
Agreement ( "Prohibited Sales Proceeds "); provided, however, that nothing herein shall be
deemed to limit City's remedy for such a Prohibited Transfer, and City shall be entitled to pursue
any other remedy permitted by law or this Agreement, including specific performance, and
injunctive relief, or seeking other legal or equitable remedies against Owner and the transferee of
the Prohibited Transfer.
11.3 City Option to Purchase. In addition to any other remedies City may
have against Owner in accordance with this Agreement and applicable law, in the event of a
default of Owner under this Agreement which is not cured within the applicable cure period, City
shall have the option to purchase the Property at the Affordable Purchase Price (less any amounts
that may be owing to City) following the expiration of any cure period applicable to the default,
and if the default by Owner. In the event City exercises the option, an escrow shall be
established to close within sixty (60) days after delivery of City's notice of exercise, and the
conveyance shall be subject to reasonable closing conditions, including City's inspection and
acceptance of the Property. Owner shall convey the Property to City free and clear of all
monetary liens and encumbrances. The Option to Purchase under this Section 11.3 shall expire
on the date that is forty -five (45) years after the date of recordation of this Agreement.
Notwithstanding anything to the contrary set forth in this Agreement, City shall not exercise the
Option to Purchase set forth in this Section 11.3 until the following has occurred: (i) sixty (60)
days following City's written notice to Habitat that City intends to exercise its Option to
Purchase under this Section 11.3 and (ii) in the event Habitat provides City written notice within
such 60 -day period that Habitat intends to exercise its right of first refusal to purchase the
Property under the Habitat Documents ( "Habitat's Notice "), Habitat fails to purchase the
Property within thirty (30) days following Habitat's Notice.
11.4 Rights and Remedies are Cumulative. Except as otherwise expressly
stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise
by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the
same or different times, of any other rights or remedies for the same default or any other default
by the other party.
12. Nondiscrimination. In addition to any other nondiscrimination provisions
applicable to the Property under federal, state or local law, Owner covenants by and for itself, its
successors and assigns, and all persons claiming under or through them that there shall be no
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discrimination against, or segregation of, any person, or group of persons, on account of any
basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1,subdivision (m) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code in the sale, lease, or rental or in the
use, occupancy, or enjoyment of the Property, nor shall Owner itself, or any person claiming
under or through it, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use, or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of the Property or any portion thereof. All deeds,
leases or contracts for the Property shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
i. In deeds: "The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or
through them, that there shall be no discrimination against or segregation of, any person
or group of persons on account of any basis listed in subdivision (a) or (d) of Section
12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section
12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy,
tenure, or enjoyment of the land herein conveyed, nor shall the grantee or any person
claiming under or through him or her, establish or permit any practice or practices of
discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein
conveyed. The foregoing covenants shall run with the land."
ii. In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or
through him or her, and this lease is made and accepted upon and subject to the following
conditions: There shall be no discrimination against or segregation of any person or
group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955
of the Government Code, as those bases are defined in Sections 12926, 12926. 1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section
12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy,
tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself,
or any person claiming under or through him or her, establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location,
number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the
premises herein leased."
iii. In contracts relating to the sale, transfer, or leasing of land or any interest
therein: "There shall be no discrimination against or segregation of any person or group
of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision
(m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, transfer, use, occupancy, tenure, or enjoyment of the
premises, nor shall the contracting party itself, or any person claiming under or through
it, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy of tenants, lessees,
subtenants, sublessees, or vendees of the premises. The foregoing provisions shall be
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binding upon and shall obligate the contracting party or parties and any subcontracting
party or parties, or other transferees under the contract."
Notwithstanding the foregoing, Owner acknowledges and agrees that Owner shall occupy
the Property as Owner's principal residence and shall not rent or lease the Property.
13. Miscellaneous.
13.1 Attorneys' Fees and Costs. If any party to this Agreement commences
an action against any other party to this Agreement arising out of or in connection with this
Agreement, the prevailing party in such proceeding shall be entitled to recover reasonable
attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party.
13.2 Entire Agreement, Waivers, and Amendments. This Agreement and
the agreements referred to herein and any disclosure document executed by Owner in favor of
City contain the entire agreement between and among the parties relating to the subject matter
hereof, and supersedes all negotiations and previous agreements between and among the parties
with respect to all or part of the subject matter hereof. All waivers of the provisions of this
Agreement must be in writing and signed by the appropriate authorities of the party to be
charged. A waiver of the breach of the covenants, conditions or obligations under this
Agreement by any party shall not be construed as a waiver of any succeeding breach of the same
or other covenants, conditions or obligations of this Agreement. Any amendment or
modification to this Agreement must be in writing and executed by the appropriate authorities of
City and Owner.
13.3 Interpretation; Governing Law. This Agreement shall be construed
according to its fair meaning and as if prepared by all of the parties hereto. This Agreement shall
be construed in accordance with the internal laws of the State of California without regard to
principles of conlficts of law.
13.4 Severability. If any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
then such provision or provisions shall be deemed severable from the remaining provisions
contained in this Agreement, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision(s) had never been contained herein.
13.5 No Assignment. Except as provided above with respect to Exempt
Transfers and Affordable Transfers, Owner shall not assign any interest in this Agreement,
without the express prior written consent of City, which consent may be withheld in City's sole
and absolute discretion. The City Manager shall have authority to act on behalf of the City with
respect to any approvals requested by Owner under this Section 15.3.
13.6 Notices. Formal notices required to be delivered under this Agreement to
any other party must be in writing and shall be effective (i) when personally delivered by the
other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United
States mail, registered or certified; or (iii) one (1) business day after deposit before the daily
deadline time with a reputable overnight courier or service; in each case postage fully prepaid
and addressed to the respective parties as set forth below or to such other address and to such
other persons as the parties may hereafter designate by written notice to the other parties hereto:
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Item 8.h. - Page 59
To City: City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
Attn: City Manager
To Habitat: Habitat for Humanity for San Luis Obispo County
P.O. Box 613
San Luis Obispo, CA 93406
Attn: Julia K. Ogden, Chief Executive Officer
To Owner: At the address set forth in Recital A of this Agreement.
13.7 Covenants Run with the band. All conditions, covenants, and
restrictions contained in this Agreement shall be covenants running with the land, and shall, in
any event, and without regard to technical classification or designation, legal or otherwise, be, to
the fullest extent permitted by law and equity, binding for the benefit and in favor of, and
enforceable by, City and its successors and assigns, against Owner, its successors and assigns, to
or of the Property or any portion thereof or any interest therein, and any party in possession or
occupancy of said Property or portion thereof. Upon a Transfer of the Property by Owner, the
transferee shall be subject to and shall comply with this Agreement. In amplification and not in
restriction of the provisions set forth hereinabove, it is intended and agreed that City shall be
deemed a beneficiary of the agreements and covenants provided hereinabove both for and in its
own right and also for the purposes of protecting the interests of the community. All covenants
without regard to technical classification or designation shall be binding for the benefit of City
and such covenants shall run in favor of City for the entire period during which such covenants
shall be in force and effect, without regard to whether City is or remains an owner of any land or
interest therein to which such covenants relate. City shall have the right, in the event of any
breach of any such agreement or covenant, to exercise all the rights and remedies, and to
maintain any action at law or suit in equity or other proper proceedings to enforce the curing of
such breach of agreement or covenant.
13.8 Joint and Several Obligations. If at any time the Property is owned by
more than one individual, all of the multiple owners shall be jointly and severally liable for the
obligations imposed by this Agreement.
13.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed and delivered shall be deemed an original and all
of which, when taken together, shall constitute one and the same instrument.
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Item 8.h. - Page 60
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first written above.
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"CITY"
CITY OF ARROYO GRANDE AS HOUSING
SUCCESSOR TO THE DISSOLVED
REDEVELOPMENT AGENCY OF THE
CITY OF ARROYO GRANDE
Its:
"HABITAT"
HABITAT FOR HUMANITY FOR SAN
LUIS OBISPO COUNTY
By:
Its:
By:
Its:
"OWNER"
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Item 8.h. - Page 61
State of California
County of
On , before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
State of California
County of
311
before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
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(Seal)
Item 8.h. - Page 62
State of California )
County of )
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
State of California )
County of )
On , before me,
(Seal)
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
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(Seal)
Item 8.h. - Page 63
All that certain property located in the City of Arroyo Grande, County of San Luis
Obispo, State of California, described as follows:
[to be inserted — legal description of home]
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[Attached]
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11100 M • 1.4 P a '
City of Arroyo Grande
300 E. Branch Street
Arroyo Grande, CA 93420
Attn: City Clerk
(SPACE ABOVE THIS LINE FOR RECORDER'S USE)
This Notice of Affordability Restrictions on
Transfer of Property is recorded at the
request and for the benefit of the City of
Arroyo Grande and is exempt from the
payment of a recording fee pursuant to
Government Code Section 273 83.
ON TRANSFER OF PROPERTY
Important notice to owners, purchasers, tenants, lenders, brokers, escrow and
title companies, and other persons, regarding affordable housing restrictions on
the real property described in this Notice: Affordable housing restrictions have
been recorded with respect to the property described below (referred to in this
Notice as the "Property ") which require that the Property be sold to ow income
households at a restricted sale price for a period of forty -five (45) years.
This Notice of Affordability Restrictions on Transfer of Property is executed
and recorded pursuant to Section 33334.3(f)(3)(B) of the Health and Safety Code.
The City of Arroyo Grande as Housing Successor to the dissolved Redevelopment
Agency of the City of Arroyo Grande ( "City "), acting to carry out certain
obligations under the Community Redevelopment Law of the State of California
(Health and Safety Code Section 33000 et seq.), has entered into a Regulatory
Agreement and Declaration of Covenants and Restrictions ( "Regulatory
Agreement ") with ( "Owner "),
with respect to that certain real property ( "Property ") located at
, Arroyo Grande, CA , San Luis Obispo County,
Assessor's Parcel No. , and described in Exhibit "A" attached
hereto and incorporated herein by reference.
The Regulatory Agreement establishes certain covenants, conditions and
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Item 8.h. - Page 66
restrictions, as recited therein, which provide that the Property is to be owner
occupied and restricts the sale of the Property to persons or families whose
household income does not exceed the qualifying limits for low income households
as published periodically by the State of California Department of Housing and
Community Development, at a restricted resale price, all as more fully set forth in
the Regulatory Agreement.
The Regulatory Agreement is being recorded on or about the date hereof and
will remain in effect for a period of forty -five (45) years.
This Notice does not contain a full description of the details of all of the
terms and conditions of the Regulatory Agreement. You will need to obtain and
read the Regulatory Agreement to fully understand the restrictions and
requirements which apply to the Property.
This Notice shall be indexed against the City of Arroyo Grande and the
current Owner of the Property.
ATTEST:
Kelly Wetmore, City Clerk
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"City"
CITY OF ARROYO GRANDE AS
HOUSING SUCCESSOR TO THE
REDEVELOPMENT AGENCY OF
THE CITY OF ARROYO GRANDE
By:
City Manager
Item 8.h. - Page 67
CONSENT TO RECORDATIO
, owner of the fee interest in the real property legally
described in Exhibit "A" hereto, hereby consents to the recordation of the
foregoing Notice of Affordability Restrictions on Transfer of Property against said
real property.
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• 'k
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Item 8.h. - Page 68
State of California )
County of )
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
State of California
County of
On , before me,
(Seal)
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature,
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M
(Seal)
Item 8.h. - Page 69
State of California
County of
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
394/024600 -0013
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(Seal)
Item 8.h. - Page 70
[to be inserted]
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That certain property located in the City of Arroyo Grande, County of San Luis Obispo,
State of California, described as follows:
That portion of Lot 106 of the Subdivision of the Ranchos Corral de Piedra,
Pismo and Bolsa de Chamisal, in the City of Arroyo Grande, County of San Luis
Obispo, State of California, according to map filed in Book A, Page 65 of Maps,
in the office of the County Recorder of said County, described as follows:
Commencing at a point in the Southeasterly line of the right of way conveyed to
the County of San Luis Obispo, by Deed Dated May 7, 1941 and recorded May
29, 1941 in Book 300 at Page 12 of Official Records, distant thereon North 56 °50'
East, 1377.10 feet from the Southwesterly line of Lot 13 of the Folsom Tract,
according to the map filed for record September 26, 1891 in Book B at Page 75 of
Maps; said point being the most Northerly corner of the property conveyed to Roy
S. Slean etux, by deed dated December 30, 1946 and recorded January 21, 1947 in
Book 428 Page 463 of Official Records; thence North 56 °50' East along the
Southeasterly line of the right of way above referred to, 66.25 feet to the most
Westerly corner of the property conveyed to William Q. O'Connor etux., by Deed
dated August 8, 1949 and recorded February 16, 1950 in Book 522 Page 199 of
Official Records; thence South 33 °10' East along the Southwest line of the
property so conveyed, 328.73 feet to the most Southerly corner thereof; thence
South 56 °50' West, 66.25 feet to the Easterly corner of the property conveyed to
Roy S. Slean etux., so conveyed, 328.73 feet to the point of beginning.
Said Property is also shown on map recorded May 27, 1941 in Book 2 Page 74 of
Record of Surveys.
Excepting therefrom that portion as conveyed to the City of Arroyo Grande, a
Municipal Corporation by deed recorded June 29, 1984 Instrument No. 34576 in
Book 2609 Page 458 of Official Records.
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