Loading...
HomeMy WebLinkAboutC-8970-1 - Termination of Affordable Housing Agreement10/20/22, 11:52 AM Batch 14864291 Confirmation RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: Attention: City Clerk's Office City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder III IIIIIIIIIIIIIII �� IIII IIIIIIIIIIIIII II III NO FEE *$ R 0 0 1 4 0 1 9 6 4 0$ 202200034035411:26 am 10120122 90 CR-SC06 T02 44 0.00 0.00 0.00 0.00 129.00 0.00 0.000.000.00 0.00 Space above this line reserved for recorder's use only EXEMPT FROM RECORDING FEES PURSUANT TO GOWT CODE §§ 6103 & 27383 EXCEPT FOR GOWT CODE § 27361.3 TERMINATION OF AFFORDABLE HOUSING AGREEMENT WHEREAS, the City of Newport Beach, a California municipal corporation and charter city ("City"), and Newport Harbor Apartments, a general partnership, ("Developer"), entered into that certain Affordable Housing Agreement, dated October 22, 1987, and recorded on November 16, 1987, by the Office of the County Recorder in the Official Records of Orange County as Instrument Number 87-643417 ("Agreement'); WHEREAS, City approved Developer's request for a density bonus to construct a multifamily residential project of 26 dwelling units, commonly known as the Newport Harbor Apartments I, located at 1538 Placentia Avenue, in the City of Newport Beach, California (APN No. 424-161-02), and as legally described in Exhibit A attached hereto and incorporated herein by this reference ("Property"); WHEREAS, a true and correct copy of the Agreement is attached hereto as Exhibit B and incorporated herein by this reference; WHEREAS, in connection with the Agreement, Developer granted a power of termination of its interest in the Property to the City by way of that certain Grant Deed recorded November 16, 1987, by the Office of the County Recorder in the Official Records of Orange County as Instrument Number 87-643418 ("Grant Deed"), a true and correct copy of which is attached hereto as Exhibit C and incorporated herein by this reference; WHEREAS, pursuant to the Agreement, Developer promised, covenanted, and agreed to maintain the 26 dwelling units constructed on the Property as affordable to lower income families for a period of 30 years; WHEREAS, pursuant to the Agreement, the Agreement was made binding upon and inured to the benefit of the parties' respective successors and assigns; WHEREAS, DRC Investments, Inc., a California corporation, and Capilouto Incorporated, a California corporation, are the successors in interest to Developer and the legal https:Hgs.secure-recording.com/Batch/Confirmation/14864291 1 /2 RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: Attention: City Clerk's Office City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 Space above this line reserved for recorder's use only EXEMPT FROM RECORDING FEES PURSUANT TO GOV'T CODE §§ 6103 & 27383 EXCEPT FOR GOV'T CODE § 27361.3 TERMINATION OF AFFORDABLE HOUSING AGREEMENT WHEREAS, the City of Newport Beach, a California municipal corporation and charter city ("City"), and Newport Harbor Apartments, a general partnership, ("Developer"), entered into that certain Affordable Housing Agreement, dated October 22, 1987, and recorded on November 16, 1987, by the Office of the County Recorder in the Official Records of Orange County as Instrument Number 87-643417 ("Agreement"); WHEREAS, City approved Developer's request for a density bonus to construct a multifamily residential project of 26 dwelling units, commonly known as the Newport Harbor Apartments 1, located at 1538 Placentia Avenue, in the City of Newport Beach, California (APN No. 424-161-02), and as legally described in Exhibit A attached hereto and incorporated herein by this reference ("Property"); WHEREAS, a true and correct copy of the Agreement is attached hereto as Exhibit B and incorporated herein by this reference; WHEREAS, in connection with the Agreement, Developer granted a power of termination of its interest in the Property to the City by way of that certain Grant Deed recorded November 16, 1987, by the Office of the County Recorder in the Official Records of Orange County as Instrument Number 87-643418 ("Grant Deed"), a true and correct copy of which is attached hereto as Exhibit C and incorporated herein by this reference; WHEREAS, pursuant to the Agreement, Developer promised, covenanted, and agreed to maintain the 26 dwelling units constructed on the Property as affordable to lower income families for a period of 30 years; WHEREAS, pursuant to the Agreement, the Agreement was made binding upon and inured to the benefit of the parties' respective successors and assigns; WHEREAS, DRC Investments, Inc., a California corporation, and Capilouto Incorporated, a California corporation, are the successors in interest to Developer and the legal owner of all rights, title, and interest in the Property pursuant to the Grant Deed recorded July 27, 1994, by the Office of the County Recorder in the Official Records of Orange County as Instrument Number 94-0474085, the Quitclaim Deed recorded June 7, 2022, in the Office of the County Recorder in the Official Records of Orange County as Instrument Number 2022000207337, and the corrective Grant Deed recorded June 7, 2022, in the Office of the County Recorder in the Official Records of Orange County as Instrument Number 2022000207336, true and correct copies of which are attached hereto respectively as Exhibits D, E, and F and incorporated herein by this reference; WHEREAS, the obligation under the Agreement to maintain the 26 dwelling units constructed on the Property as affordable to lower income families for 30 years has expired; WHEREAS, in connection with the expiration of the obligations under the Agreement, the City is obligated under Section II.2. of the Grant Deed to release and quitclaim its interest in the Property; and NOW, THEREFORE, the parties hereto agree to terminate the Agreement, and thereby terminate all promises, covenants, agreements, rights, duties, and obligations under the Agreement to maintain the 26 dwelling units constructed upon the Property as affordable housing units and remove the affordable housing unit obligation as a matter affecting title to the Property, and the City hereby remises, releases and quitclaims the Property to DRC Investments, Inc., a California corporation, and Capilouto Incorporated, a California corporation. Exhibits: A - Property Legal Description B - Affordable Housing Agreement, dated October 22, 1987 C - Grant Deed recorded November 16, 1987 D - Grant Deed recorded July 27, 1994 E — Quitclaim Deed recorded June 7, 2022 F — Corrective Grant Deed recorded June 7, 2022 [Remainder of page intentionally left blank; signature page follows.] IN WITNESS WHEREOF this instrument is duly executed as of the date first above written. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE By Nam Aq 4,W C _ �z► Title:rn� y ATTEST: 44� 1kyh C I CITY OF NEWPORT BEACH a California municipal corporation :1 6 DRC INVESTMENTS, INC., a California corporation By: L4a6re Name: f15 - Title: CAPILOUTO INC., a California corporation By: Name: Oil �vr.'7S: C 5 Title: Pr e 5 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or of that document. State of California County of .� On v — , 2022, before me, ;�� ,- ,_ � - , a Notary Public, personally appeared pC NfAIS , who proved to me on the basis of satisfactory evidence to be the person(s) whose ame(s) mare subscribed to the within instrument, and acknowledged to me that hoi4w/they executed the same in h r/their authorized capacity(ies), and that by h*ilmT/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 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. Notary Public SAM BEIK� ' NotaryPublic - California z Orange County > Commission # 2333095 My Comm. Expires Sep 29, 2024 (seal) EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO IN THIS DOCUMENT IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF NEWPORT BEACH, COMMONLY KNOWN AS 1538 PLACENTIA AVENUE AND DESCRIBED AS THE SOUTH 128.66 FEET OF THE NORTH 235.66 FEET OF THE WEST 308.55 FEET OF LOT 715, FIRST ADDITION TO NEWPORT MESA TRACT, AS SHOWN ON A MAP THEREOF, RECORDED IN BOOK 8, PAGE 61, MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, THE EAST LINE OF SAID PARCEL BEING PARALLEL WITH THE 338.55 FEET EAST OF THE CENTER LINE OF PLACENTIA AVENUE. EXHIBIT B AFFORDABLE HOUSING AGREEMENT N 87-64341 T. Recorded at the rquat of 61mir Amin. iiTU His. M 8:00 To BE RECORDED AND A.M. NOV 161987 WHEN RECORDED RETURN TO: Orfi6if Records Orange County, California City Clerk I Citv of Newport Beach 3300 Newport t?oulevard 315.(;0 Newport Beach, CA 92663 C14 AFFORDABLE HOUSING AGftEEMENrr f 7111S AGREEMFtrr is entered into this 22- nd � day of T , 198-7—, by and between WE CITY OF NEWPORT BEACH, a municipal corporation and charter city, (hereinafter "City") and NEWPORT HARBOR APARIM04TS, a general partnership (hereinafter "Developer"), and is made with reference to the following facts: RCCITA.LS WHEREAS, Developer is the owner of that certain parcel of land described on Exhibit "A" attached hereto and located in the City of Newport Beach (hereinafter "The Property"); and WHEREAS, on July 27, 1987, City approved the Developer's request for a Density Bonus pursuant to Section 65925 of the California Government Code so as to construct an apartment complex with 26 units affordable to lower -income families; and WILEREAS, the City's Housing Element of the General Plan has established goals and objectives pertaining to preserving and increasing rental h,.)using opportunities for lower -income house- holds; and W1iEREAS, City and Developer desire to enter into this Agreement establishing certain criteria related to a thirty (30) year period of affordability, tenancy, and rents within this 87--64 3417 housing development; and WIiEREAS, the City has granted Developer the sum of three hundred fifty thousand dollars ($350,000) of Community Development Block Grant funds to acquire an interest in the property so as to guarantee the affordability of the development for the thirty (30) year period, and City and Developer shall execute a grant deed to be recorded against the Property in the form attached hereto as Exhibit "B. " WHEREAS,. the parties, through this agreement, wish to establish procedures for the ad.ministrdtion of the affordable housing requirements. NOW, r EREFORE, in consideration of the mutual covenants, promises and conditions stated below, the parties agree as follows: AGREEME WS I. Developer, for itself and for its successors-in-in-- terest, agrees to provide, and maintain for a period of thirty (30) years, a 26-unit rental apartment development consisting of 21 two -bedroom units and 5 three -bedroom units affordable to "lower - income" individuals or families as that term is herein defined, at "restricted rents," as that term is herein defined. 2. As used herein, the term "lower -income families" shall mean an individual or individuals, or families, who possess an "active" Section 6 Existing Rental Assistunce Certificate or Voucher, and currently receive rental assistance or are eligible to receive rental assistance. The parties to this agreement and their - 2 - 87-643417, successors or assigns, shall select or develop z substitute income standard should the Section 8 Existing Rental Assistance Certifi- cate or Voucher programs be discontinued. 3. As used herein, the term "Restricted Rents" shall mean the maximum rent which may be charged and which may be adjusted from time to time by the Developer. The maximum monthly rant which may be charged for the 26 units is the Section 8 Fair Market Rent (FRR) as established by unit size and published by the Department of Housing and Urban Development (IiUD) . The rental rates may be adjusted periodically to reflect published changes in the Section 8 FMR as published by HUD. However, rents may not be increased within 6 months of the initial occupancy of the apart- ments nor may the rents of individual tenants be increased within 6 months of an occupancy occuring after the initial occupancy. 4. Because of the use of Community Development Block Grant funds, the substitute income standard discussed in No. 2 above shall never exceed the lower -income standard of eighty percent (8G%) of the median income as calculated for a family of four in the Anaheim -Santa Ana SM.SA (Orange County, California) , as determined by the Secretary of the United States Department of Housing and Urban Development ("HUD") in the "Revised Section 8 Income Limits" published annually. 'lice maximum monthly rent shall be based on the substitute income and never exceed 30; of that income divided by 12, nor ever exceed 301 of the l[UD lower -income (801) standard divided by 12 [(maximum annual income x .30)/12]. The income and rental rates may be adjusted periodically to reflect 3 8* -6434I 7 published changes in the HUD area median income. When no acccp- t'able Section 8 Existing Rental Assistance Certifi_cdte or Voucher holders Are available, the 26 units may also be rented to in- dividuals and families at or be'_,•fw the 80% HUD standard described above. The rent shall never exceed 30% of that standard as also described above. 5. At the request of the Developer and no more than once in any calendar year, City shall reevaluate the income and rent standards. -In no event shall the income standard exceed eighty percent (Bo%) of the median income as described in paragraph No. 4 above. 6. The Developer shall be responsible for ensuring that the "lower --income" individuals or families as defined herein, who rent a unit in this development, properly meet the income limits set forth herein. in order to ensure that the individuals or families are properly qualified in terms of income level, and to ensure that: the process by which the occupants or the Affordable Units are selected is fair and equitable, the Developer shall, at a minimum for the initial occupancy, do the following: a. Advise the orange County Housirg Authority, in writing, of the availability of the affordable units and/or advertise the availability of the affordable units on at least two separate occasions in a newspaper of general circulation within the County of Orange; b. Allow a reasonable period or time Cur in- dividuals or families to be assisted by the Orange -- 4 - 87-643417 County Housing Authority or to apply with the Developer for rental of an Affordable Unit, and accept applications for occupancy for a period of not less than 10 days after the' last date on which the availability of the unit is advertised; C. Develop for use a form that requires all information necessary to make a determination of the income earned by the person or family applying, and the Developer shall investigate the facts and representations contained in all applications submitted and/or take other appropriate action to attempt, in good faith, to confirm that those facts and representations are accurate. d. After an impartial screening of applicants, the developer shall accept Section 8 Existing ce rtific?ite holders without prejudice. 7. When no acceptable Section B tenants are available, vacancies occurring after the initial occupancy may be filled through a method of randomly selecting qualified tenants from a list of all rtnown qualified prospective tenants that have expressed an interest in renting a unit over the previous 12 months. All prospective tenants must be advised that they must renew their interest after a period of one year. B. In the event that an Affordable Unit is rented to an individual or family who does not qualify under the terms of this Agreement, the Developer shall, within 90 days from the date on which it learns of the failure of, the individual or family to - 5 - 81-6434IT. qualify, replace the occupant or occupants of that unit with an individual or a family who do qualify as provided in this Agree- ment. 9. The Developer shall require that any individual or family occupying a unit in this development enter into a rental agreement which shall contain at least the following terms: a. The occupant or occupants of any unit shall be required, at least once a year, to provide the Developer under the penalty of perjury, with information regarding the income of the occupants to determine if the indi- vidual or family still qualifies for occupancy as set forth herein. This information shall also be provided to the City on an annual basis; and b. A provision that gives the Developer the right, in the event of a material misrepresentation made by an individual or family with respect to income, or in the event the individual or family no longer qualifies, as provided in this Agreement, to terminate the tenancy upon 30 days written notice. When requali£ying a tet,ant, an income increase occurring during the previous year of tenancy shall not disqualify a previously qualified tenant if the resulting income is not more than 10% higher than the maximum allowable income. 10. Developer understands that. the Davis -Bacon regulations, as set forth in Section 110 of the Housing and Community Development Act of 1974, may be applicable. If 81-643417 applicable, Developer agrees to fully cc:mply, at its sole cost, with the Davis -Bacon regulations. 11. The pa:.,ties agree that any breach of this Agreement by the Developer shall cause irreparable injury to the City of Newport Beach and that monetary damages, or any other legal remedy, would be inadequate to remedy such a breach. The parties further agree that the City, in the event of a breach of the Agreement by the Developer, is entitled to obtain an Order of the Superior Court requiring the Developer to specifically perform in accordance with this Agreement, and that the City would be entitled to interim injunctive relief pending the issuance of such an order. In the event the City is required to enforce the terms and conditions of this Agreement, the City shall be entitled to recover reasorable attorney's fees and costs incurred in Conjunction with such litiga- tion. The City and Developer agree that the terms of this Paragraph No. 11 are in addition to all rights and remedies set forth in the grant deed attached hereto as Exhibit "B.'r 12. Notices required or permitted hereunder shall be sufficiently given if made in writing and delivered either personally or by registered or certi;ied mail, postage prepaid, to the following addresses, or to such other address as may be designated for formal notice: City of Newport Beach City Manager P.O. Box 068 Vewport Beach, CA 92658-8915 Newport harbor Apartments c/o Mesa Development Co., Inc. 2925 College Ave . , A-3 Costa Mesa, CA 92626 - 7 - 87-6434 1 7. 33. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, and shall be recorded in the County Recorder"s Office, Orange County, California. 3.4. No change in or addi".ion to this Agreement or any part hereof shall be valid unless in writing and signed by or on behalf of the parties hereto. 15. If any portion of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, void and unenforceable, the rerrainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 16. This Agreement constitutes the entire understanding between the parties with respect to the subiecst matter hereof, superseding all negotiations, prior discussions and preliminary agreements or understandings, written or oral. 17. 11iis Agreement shall be governed by, and construed and enforced in arc:ordance with, the laws of the State of California, and the Developer shall, in the performance of its duties under this Agreement, comply with all applicable Federal, State and local Fair Housing Laws. 18. libe parties shall each execute and deliver or cause to be executed and delivered such further instruments and documents and shall take such other action as may be reasonably required to more effectively carry out the intent and purpose of this Agreement.. - 8 - 8T-643417 IN WITNESS WHEREOF, the parties have executed th. Agreemen4 on the day and year first above written. CIT By ATTEST: G � 1� City Clerk APPROVED AS TO FORM: City Attorney NEWPORT HARDOR APARTMENTS a General Partners l B 0-7 ames G. Whit Jr. By Lawrence Campeau By �� Layne aser C:\CTB\NP1UU1BOR.AA _ 9 STALE OF MtFOIttttk *� aX"M OF Orange s: U{� T-64J417, Orr this (rldday of,cL. i n the year / before me, the undersigned a Notary Pub is in and for said State, oer•sonally appeared ( , known to me to be the Mayor of the City of Newport Beach and 9F Alw fr known to Pic to be the City Clerk of the City o` tJewpur•t Beach and known to me Wbe the persons who executed the within instrument on behalf of said governmental agency, and acknowledged to me that such governmental agency executed the same. W!TNESS my hand and official seal. Iintar► Ic rrt aW for said Stile ...,. W41AL SEAL DOROTHY L. PALEN NOTARY nlel.Ic • CALWO " PRIIIMAL WFIM Me ORANGE cou" Y Yl Ca mWan EW APr, Sr IM SlAlt L) CAI'ss c Cuurtr•I 01 C rx ge Octoher 14 , 19 87 E fl•i W- I -rl. me•. !hr• undln!rignod :1 Nn:dry Put"': .n and .•t O u •..nu 51.tIa Irnrsonllly rrpinr.gtrd Jc7If1C:.S G. Miitl.', Jr., I.dArf I7CE: Campeau, and Wayne Fraser E v11 the 0.1-W 01 b.lhy n _ (.11 I(),)t•.•dt•n; t•I !n lu• Ihtr rlpt inn 1h.rt l u rn'ulrq! Ta wdhm �.......,.. ......��.,........ ---- {..... OFFICIAL SEAL R In!.ttumont .ts pJrtnl•tIS1 j NORira CiF:Ou • i on t•IrhalI D, Ncart 11arbor Apartman '� ; hUTNt I•:.FlLtC "�LII OANIA C / Pul..(' PAL IN thl• plrtntaahKt ORAtiNGL COUNTY 01 Q M Commission Is, i:es A-•rll 12.1988 Ihpium nansrrd Ind &4rwo6;l•da Nd to tote Ih.11 we p•Ittnt-Ish-rl r,..._....,,..� .... .. n yJ e,l•cuh•d 4 B7-6434d' Tlie: icuui reierr^dto in this document is situated in the State of California, County of Orange, City of Newport Beach, commonly known as 1538 Placentia Avenue and described as the South 128.66 feet of the North 235.66 feet of the West 308.55 feet of Lot 715, First Additicn to Newport Mesa Tract, as shown on a map thereof, recorded in book 8, page 61, Miscellaneous Maps, records of said orange County, the East line of said parcel being parallel with and 338.55 feet East of the center line of Placentia Avenue. Exhibit "A" to the Affordable Agreement -- 10 EXHIBIT C GRANT DEED RECORDED NOVEMBER 16, 1987 87-643418 WHEN RECOP.DED MAIL TO: City of Newport Beach EnElrl'� 3303 Newport Boulevard �C14 Newport Beach, CA 92663 Attention: James D. Hewicker, Planning Director MAT :. TAX S'1'A'1't: ENI S TO ADDRESS ABOVE )4S'f,4 [ - 6 (Space above line for Recorder's use) Recorded at the request of nWST TIMER. TITLE INS. CO. 810 A.M. A .M NOV 161987 Official Recolds AA()rannge County, CaiifOmia DOCUMENTARY 'TRANSFER TAX $ Exemot ( ) Comouted on the consideration or value of property conveyed; or ( ) Computed on the consideration or value less liens and encumbrances remaining at time of sale. ( ) Unincorporated area: (X) City of Newport Beach G R A N T D E E D For valuable consideration in the form of the payment to Grantor of three hundred fifty thousand dollars ($350,000) of Community Development Block Grant Funds from the U. S. Department of Housing and Urban Develop- ment, the receipt (and sufficiency) of which is hereby acknowledged, NEWPORT HARBOR APARIM124TS, a General Partnership (hereinafter the "Gran- tor";, grants to the CITY OF NEWPORT BEACH, a California Municipal corpora- tion (hereinafter the "Grantee"), a power to terminate the interest. cf Grantor in that certain parcel of real property described on EXHIBIT "A" attached hereto, exercisable upon and subject to the following terms and conditions: Exhibit "B" to the Affordable Agreement - 1 87-643418 I. The power of termination can only be exercised upon the occurrence o!- the following condition subsequent: In the event that, following completion and construction of twen- ty-one (21) taro -bedroom rental units and five (5) three -bedroom rental units on the subject property and issuance of Certificates of Occupan- cy therefore, and thereafter for a period of thirty (30) years from the date on which the first fotirteen (14) of the rental units are oc- cupied, Grantor fails to make said twenty-six (26) rental units available for rent to "lower -income families" as that term is herein defined and at "restricted rents," as that term is herein defined. As used herein, the term "lower -income families" shall mean an individual or individuals, or families, who possess an "active" Section 8 Existing Rental Assistance certificate or Voucher, and currently receive rental assistance or are eligible to receive rental assis- tance. The parties to this agreement and their successors or assigns. shall select or develop a substitute income standard should the Section 8 Existing Rental Assistance Certificate or Voucher programs be discontinued. As used herein, the term "Restricted Rents" shall mean the maximum rent which may be charged and which may be adjusted from time to time by the Grantor. The maximum monthly rent which may be charged for the 26 units is the Section 8 Fair Market Rent (FMR) as established by unit size and published by the Department of Housing and Urban Development (HUD). The rental rates may be adjusted periodically to reflect published changes in the Section 8 FM as published by HUD. However, rents may not be increased within 6 months of the initial occupancy of the apartments nor may the rents of Exhibit "B" to the Affordable Agreement - 2 8T-643418 individual tenants be increased within 6 months of an occupancy occurring after the initial occupancy. Because of the use of Com- m pity Development Block Grant funds, the substitute income standard discussed above shall never exceed the lower income standard of eighty percent (80%) of the median income as calculated for a family of four in the Anaheim -Santa Ana SMSA (Orange County, California), as deter- mined by the Secretary of the United States Department of Housing and Urban Development ("HUD") in the "Revised Section 8 Income Limits" published annually. The maximum monthly rent shall be based on the substitute income and never exceed 30% of that income divided by 12, nor ever exceed 30% of the HUD lower -income (80%) standard divided by 12 ((maximum annual income x .30)/12). The income and rental rates may be adjusted periodically to reflect published changes in the HUD area median income• when no acceptable Section 8 Existing Rental Assistance Certificate or voucher holders are available, the 26 units may also be rented to individuals and families at or below the 80% HUD standard described above. The rent shall never exceed 30b of that standard as also described above. II. This power of termination shall be SUBJECT' TO the following terms and conditions: 1. Nothing herein shall be interpreted to prohibit occupancy of any two -bedroom unit constructed on the Subject Property by fewer than a four-perran household or of any three -bedroom unit con- structed on the Subject Property by fewer than a six -person household. Exhibit "B" to the Affordable Agreement - 3 87-643418 2. Grantee agrees that upon written request of Grantor following satisfaction of the condition opecified in I. above, Grantee shall record a quitclaim deed in a form which is customary at such time and is acceptable at such time to the Orange County Recorder, in which Grantee shall release and forever quitclaim any interest it holds in the Subject Property. 3. The Condition specified in I. above shall also be considered a covenant of Grantor. Grantee, its successors or assigns may, in addition to the power to terminate the estate of Grantor as provided herein, seek any remedy available at law or in equity for Grantor's breach thereof including, without limitation, the right to seek specific perfor- mance or enjoin the continuance of the breach of any such covenants or restrictions on use. It is specifically understood that any of the foregoing remedies may be employed at the option of Grantee, its successors and assigns, and the. failure of Grantee to employ any such remedies shall not be a waiver of the right to employ such remedies upon the continuance of any such occurrences or any subsequent occurrence. 4. It the event Grantee determines that Grantor, its successors or assigns has violated any restriction or covenant contained herein, Grantee shall promptly send written notice of such violation to Grantor, its successors or assigns. Grantor, its successors or assigns shall have sixty (60) days from receipt of such notice to commence curing any noticed violation, or to seek a judicial determination by way of an action for declaratory relief that Grantor is not in violation hereof, before Grantee may commence any action to enforce any restrictions or covenant contained herein, including any action to terminate Grantor's Exhibit "B" to the Affordable Agreement - 4 B7-643418 estate in the Subject Property. In the event and only in the event that Grantor, its successors and assigns do not cowence correction and, thereafter diligently pursue correction, of any noticed violation within sixty (60) nays after the later to occur or (i) receipt or such notice or (i.i) entry of a final declaratory judgment that Grantor is in violation hereof, Grantee may commence an action at law or in equity to compel compliance. with such restrictions or covenants and/or exercise its power of I termination. in the event Grantor cures or corrects the violation, the term of affordability shall be extended by the time Grantor was in viola- tion of the covenants and restrictions. Grantee hereby covenants on behalf of itself and any successors in interest herein and in the Subject Property that, in the event Grantee exercises its power of termination hereunder, Grantee and its successors and assigns thereafter shall reconvey title to the Subject Property to Grantor by quitclaim deed, subject only to the same conditions, restrictions, exceptions to title as may have existed at the time of exercise of the power of termination, upon (i) the expiration of j the thirty (30) year period specified in Condition I. above, for twenty-six (26) rental units to be available for occupancy by "lower -income families" plus the time from the Notice of Violation to the exercise of the Power of i Termination, and (ii) the tender to Grantee, or its successors or assigns, of an amount equal to all costs, plus interest thereon at the rate of 10% per annum, incurred by Grantee, or its successors or assigns related to the exercise of the Power of Termination and ownership, operation and rrain- tenance of the Subject .Property, which costs are in excess of revenues received by Grantee, or its successors or assigns, from the Subject Property. Exhibit "B" to the Affordable Agreement - 5 g1-643418 5. Grantor and Grantee acknowledge that any funds paid by Grantee to Grantor for the purpose of this power of termination shall have been received by Grantee from HUD and that such trio funding is conditioned upon compliance by Grantor and Grantee with all applicable Federal, state and local statutes and regulations restricting the uses of such funds. In the event that prior to satisfaction of Condition I. above, HUD requires repayment of funds utilized by Grantee to acquire this power of termina- tion, Grantor will refund to Grantee any funds it has received frock. Grantee that are so required by HUD to be refunded and Grantee shall execute a quitclaim deed in a form which is customary at such time and is acceptable at such time to the Orange County Recorder, in which Grantee shall release and f:)rever quitclaim any interest it holds in the Subject Property to Grantor. In the event that HUD requires the repayment of funds utilized by Grantee to acquire this power of termination, the 9 units for which the Density Bonus was granted pursuant to Section 65915 of the California Government Code shall be rented at restricted rents as provided for in Section 65915 of the California Government Code for the balance of the thirty (30) year period of affordability. 6. Grantor and Grantee recognize the reasonableness of the foregoing covenants, conditions and restrictions on use, which recognition and covenants, conditions and restrictions shall be binding on Grantor's and Grantee's respective successors and assigns. 7. If any term, provision, condition or covenant of this Deed or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Deed or the application of such term, provision, condition or covenant to persons or Exhibit "511 to the Affordable Agreement - 6 8T-64341 8 unenforceable shall not be affected thereby, and each term and provision of this Deed shall be valid and enforceable to the fullest extent permitted by law. CITY OF NEWPORT BEACH A By ATTEST: ty Clerk APPROVED AS TO FORM: r1G�paM`r �.Q City Attorney NE'WPORT HARBOR APARTMENTS A. General Partners 'p ames G. WtMtd Orr_ By once a r By Wayn Fraser C:\CTB\GRANTDED.NHA Exhibit "B" to the Affordable Agreement -- 7 1 STATE OF CALIFOROK ► oT--6434 8 j �n OF Orange _ T+ j! On this day of 1i `r� I y ��{N{ in the year �� 7 f re me the ndersigned a Notary Public in and for said State, personally appeared ►. (" known to me to be the Mayor of the City of Newport Belch and Te c 4,) , known to me to be the City Clerk of the City of Newport Beach and known to me t e the persons who executed the within instrument on behalf of said governmental agency, and acknowledged to me that such governmental agency executed the same. l WITNESS my hand and official seal. _• ..,mow OFFICIAL SEA. /DOROTHY L. PALEN G LCV �r NOTARV %JOUC • CALOORWA rRINCMA4 OFFICE no Mabry 1 In and for file State. Yi coamm W. Is" STATE OF CALIFORNIA cowiry C!F orange Or. Octnber 14, 1987 1—f—. 1r . a Not.vy f'Uhh; . 1 ,w(l ha saki State pcsonally ,Ippe,ued Jams G. %11-iite f Jr., Lawrence C. Canpeait, and Wayne Fraser :5.1 p••r5on,11Iy known to ' 1e Of prpv ed to file Un thr• bapn, of Sa 1,> factory #•rdencel IC he the p,•Itoo that e—culed the wlth:n .nmtumenl as partnerim. on behalf at Lwsaport Harbor Aplartmmts thl• U,lrtnet5h �(1 thereof named and aceY OK;ed.jvrj to me th,lt the panrlel5hq) e XeCUt1•d ,1 WITNESS my hanJ and 01-11 5ew1 = OFFICIAL SEAL NORI FA CIROU �� y s_•„ NOTAltr f•;IIIL.L 1 A111ONNIA I.MItICo'.1 .,"-,:L Ifs OHANGE COUNTY My Commisslp-1 Il;ves A;.rll l2, 19118 l h., lot otf 141 nW.11 ,11 •,eat, 87-64 30 8 The land referred to in this document is situated in the State of Califor- nia, County of Orange, City of Newport Beach, commonly known as 1538 Placentia Avenue and described as the South 128.66 feet of the North 235.66 feet of the West 308.55 feet of Lot 715, First Addition to Newport Mesa Tract, as shown on a map thereof, recorded in book. 8, page 61, Miscel- laneous Maps, records of said Orange County, the East line of said parcel being parallel with and 338.55 feet East of the center line of Placentia Avenue. Exhibit "A" to the Grant Deed - 1 81.-643418 This is to certify that the interest in real property convPvr-d by the affordable housing agreement and grant deed dated October 22, 1987, from i Newport Harbor Apartments, a General Partnership, to thr, City of Newport Beach, a Municipal Corporation and Charter City, is hereby accepted by I order of the City Council on July 27, 1987, and by the undersigned officer on behalf of the City Council pursuant to authority conferred by Resolution 6773 of the City Council adopted on May 13, 1968, and the grantee consents to recordation thereof by its duly authorized officer. Dated October1987, By Lr' (it —i 1 L Z _ Robert L. Wynn City Manager 6r i 8T-643418 ! STATE OF CALIFORNIA ) 1 ss. COUNTY OF ORANGE ) On this 22nd day of October, 1987, before me, the undersigned, a Notary Public in and for said State, personally appeared Robert L. Wynn, personally known to me (or proved to me on the basis of satisfactory evidence) to be the City Manager of the City of Newport Beach and known to me to be the person who executed the within instrument on behalf of said governmental agency, and acknowledged to me that such governmental agency executed the same. WITK�SS�r� -haod aid % A� OFFICIAL SEAL MAUREEN l HUFFMAN NOTAOY VWUC - CALIFORNIA ORANGE COUNTY T� -yr c^mm. :.:wr, tiJY 3 »s;. Notary Public M ol-: _Y 07 GRANT DEED RECORDED JULY 27, 1994 `--Sdar Na U33201-3 b0ow No. 10016 s/m Lean Me. DOC 0 94-0474085 27-JUL-1994 03237 PM CWi 1 auto Inc. itl3 lbrits Aeiva Smatimatem Esm&, Ca 92749 bm6d ie offkiel 01CV61 of from Cwdh. CGliftnis LW A. Iriach. Contr beerder h"lof 7 r",I A." Text t IMA MAIL TAX 87ATEAAEM TO; WWAY Trvv"- FWR x i...».....---- ........... Mon as abme .1.. OMW Md en Me aN4uMlen a vebw of PRO" MA Old OR !� Oen*AM en Me eaiwuMMn V %OA Mee eau V eemrearMe APN WIM CW TMI C4 Llmm�un,m �airiZo �t GRANT DEED FOR A VAU AM CONSIDERATION, receipt of wtaoh is hweby seWaMedged. D Newport Harbor Aparbnrnt, 11, a California Oeneral Partnership herahy ORAWIM 10 5 MC I1-M tliiUa. Ism.. a California Corporation as to as undivided 302 interest and Copilouto Ina.. a California Corporation as to an undivided 302 Interest OW MW a coody ha GN Newport Beach State of CalHor► * ds m lbed at �e The South 128.66 feet of the North 235.66 feet of the Meat 308.55 of Lot 715 of First Addition to Newport Mesa Tract, in the City of Newport Beach, County of Orange, State of California, as per Map recorded in Book 8 page 6l of Miscellaneous Maps, records of said County, the But line of said Parcel beirq parallel with and 338.55 feet East of the center line of Placentia Avenue. STMVTE OF CAUPOIINIA �es. COUNTY OF Oraw�. ll On .1e li- peel betme me, frlaa raft , � penansy eppesN tarty CaTresan ana+efp brew+ b +ne lo► pregd w wie er, we bard .M.Molory eomm mowkeftpeeeeri}er+oeenmumbfteeubealbedbeeworn r+Mnrewr end aebr+ewUdped a nu �+e�belrneAliey eweotAed Me aiwe M MIAMI 4 WINOWI ed bwtq an to Me pweaNq w,TNtas ebrwe OW by MM.INW*0 .ion.. on* adoi ^. - Pat ~ Newport garbor Apartsent, 11, a California ra - - - - %a MWa"b< m0WW 600 VM=s Or cAr iFORNsn ) coum or _ Grande on June 16, 1994~� before no, arias poxcroft Personally appeared L nmence K. commanu e personally known to " (or proved to me on the basis of satisfactory evidence to be the person(*) whose nas (s) is/are subscr.lbed to the within instrument and acknowledged to me that he/sho/they smauted the same in bis/her/their authorised capacity(ies), and that by his/her/their signatnre(s) on the instru- slant the peraon(s) o%r� entity upon behalf of which the person(*) acted, executed the instrnisdt %-1 wz�s Signature, e� 6AY►W FMCROFT oo�� �eae�t d<;,. � NaMyPubneco�romia C ; [ t ORANGE COUNiv ��• �+tYCOmr►+b�bnf.c�ryy � 4A00--M 11 loot GOVERNMENT CODE 27361.7 1 CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO ,WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: NAME OF HE NOTARY. DATE COMMISSION EXPIRES: COUNTY WHERE BOND IS FILED: COMMISSION NO,: MANUFACTURERIVENDOR NO.: PLACE OF EXECUTION. - SIGNATURE: ORANGE xw►r.ww..a».. .. — TITLE COMPANY DATE: r-wm Na OMM or CAUPOMA sum COUNTr or Ore oa July 1. 1994 -- - before spa ) ) Drina ToRcroft • personally appeared Jaoes C. Vbite Jr. a personally laoowa to " (or proved to as on the basis of satistactory evidence to be the persos(s) whose name(s) is/are subscribed to the within instrum"t and acknowledged to " that he/she/they executed the sane in his/hsv/their aatborised capacity(ies), sad that bT his/her/their signatures) on the instru- sent the person(*) or th�s+ titr upon behalf of which the person(s) actede executed the wimms signature BMAN FOXCROs t COWA *oeoe7 t Naft CX A M CCOVNTV Moio 1� 1V9? GOVERNMENT CODE M61.7 I RflFY LINDER PENALTY OF PERJURY THAT AS ���sSEAL ON THE DOCUMENT TO ICH THIS STATEMENT IS ATTACHED READ 0 E OF THE NCrrA . 7 _ DATE COMMISSION EXPIRES: — COUNTY WHERE BOND IS FILED: COMMISSION NO.: - --p MANUFACTURER/VENDOR NO.: PLACE OF EXECUTION:.... SIGNATURE: ORANGE COAST 55 / DATE: Form Na OCT-!W -AWE OF c.L.ir+oWlA CWJWZV 01 on Jully Ina. 1294. before so, persoaallr appeared irate A. Framer persoaall known to me p , r (or roomed to we on the basis of satisfactory evidence to be the persons) whose name(s) is/are subscribed to the within instru"at mad acknowledged to as that he/she/tbey executed the same is his/ber/their ■uthorised capacity(ism), and that by him/her/their signature(a) an the instru- •eat the person(s) or executed the 11I' =82 may Signature GOVERNMENT CODE M1.7 ty upon behalf of which the person(s) acted, I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO ICH THIS STATEMENT 18 ATTACHED READS AS F LOWS; AME OF THE NOTARY: COMMISSION EXPIRES;; COUNTY WHERE BOND IS FILED: COMMISSION NO.: MANUFACTURER/VENDOR NO.: PLACE OF EXECUTION; SIGNATURE: DATE: ORANGE COAST TITLE COMPA AY - Form No. OC't-n t EXHIBIT E QUITCLAIM DEED RECORDED JUNE 7, 2022 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder II I I II III III! II III I II I I II II 114.00 *$ R 0 0 1 3 7 7 8 6 2 4$ 2022000207337 3:32 pm 06/07122 340 NC-5 Q01 4 Recording Requested By: 0.00 0.00 0.00 20.00 9.00 0.00 0.000.0075.00 3.00 Daniel S. Wiesel, Esq. When Recorded Return To: Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP 11400 Olympic Blvd., 91h Floor Los Angeles, CA 90064 Quitclaim Deed DOCUMENTARY TRANSFER TAX$ wwr — -- COMPUTED ON FULL VALUE OF PROPERTY CONVEYED. OR COMPUTED ON FULL VALUE LESS LIENS A ENCUyI ANC S REMAINING AT TIME OF SALE. �i) I PR61 Il'C�9Z_s,it'd SUc�'i Signature of Declarant or Agent determining tax. Firm Name "This is a bonafide gift and the grantor received nothing in return, R & T 11911." L RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: Wolf, Rifkin, Shapiro, Schulman & Rabkin LLP 11400 Olympic Blvd, 9'h Floor Los Angeles, California 90064 Attention: Daniel S. Wiesel, Esq. Space above this line reserved for recorder's use only QUITCLAIM DEED "This is a bona fide gift and grantor received nothing in return, Rev. and Tax. Code § 1191 L" FOR NO CONSIDERATION, Newport Harbor Apartments, a California general partnership, and Newport Harbor Apartments I, a California general partnership, hereby remise, release and forever quitclaim to DRC Investments, Inc., a California corporation, as to an undivided 50% interest and Capilouto Inc., a California corporation, as to an undivided 50% interest, the following described real property in the City of Newport Beach, County of Orange, State of California: THE SOUTH 128.66 FEET OF THE NORTH 235.66 FEET OF THE WEST 308.55 OF LOT 715 OF FIRST ADDITION TO NEWPORT MESA TRACT, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8, PAGE 61 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, THE EAST LINE OF SAID PARCEL BEING PARALLEL WITH AND 338.55 FEET EAST OF THE CENTER LINE OF PLACENTIA AVENUE. APN: 424-161-02 Dated: ' 2-0 - 1. G ;LZ Newport Harbor Apartments, a California general partnership By - Name: Title: f l tSk A ewr, 0 c Z�UeK +4,Q-VrA s.yp Newport Harbor Apartments I, a California general partnership By: Name: v O Title: 2Les ije G.0 T pverTw4ewTS. Lwc ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of D7 "�K On o 1 -'L,* , 2022, before me, Sct w, �. ; �- , a Notary Public, personally appeared De,nin, c CA Pi 16 k-tTo , who proved to me on the basis of satisfactory evidence to be the person(* whose name(K) ishW subscribed to the within instrument, and acknowledged to me that he/s*Mroy executed the same in his/lreir authorized capacity(i-*), and that by his/lr signature(o) on the instrument the person.(), or the entity upon behalf of which the person(s�,acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ` rti SAM BER t a Notary Public • California Orange County " Commission # 2333095 My Comm. Expires Sep 29, 2024 Notary Public —_� (seal) EXHIBIT F CORRECTIVE GRANT DEED RECivRDEi) ,i NE 7, 2022 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder 131.00 *$ R 0 0 1 3 7 7 8 6 2 3$ 2022000207336 3:32 pm 06107122 340 NC-5 D10 4 Recording Requested By: 0.00 0.00 20.00 20.00 9.00 0.00 0.000.0075.00 0.00 Daniel S. Wiesel, Esq. When Recorded Return To: Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP 11400 Olympic Blvd., 911 Floor Los Angeles, CA 90064 Grant Deed DOCUMENTARY TRANSFER TAX $ MIJ COMPUTED ON FULL VALUE OF PROPERTY CONVEYED. O COMPUTED ON FULL VALUELESS LIENS rENCU a� ANCES REMAINING AT TIME OF SALE. �I ,Lean o6r ifmz 5wwrr Livo Signature of Declarant or Agent determining tax. Firm Name "The grantors and the grantees in this conveyance are comprised of the same parties who continue to hold the same proportionate interest in the property, R & T 11925(d)." RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: Wolf, Rifkin, Shapiro, Schulman & Rabkin LLP 11400 Olympic Blvd, 91h Floor Los Angeles, California 90064 Attention: Daniel S. Wiesel, Esq. Space above this line reserved for recorder's use only GRANT DEED This is a correction deed only. This document is being recorded to correct the grantor of the premises reflected in that certain Grant Deed recorded on July 27, 1994, as document number 94- 0474085 in the official records of Los Angeles County. "The grantor and the grantee in this conveyance are comprised of the same parties who continue to hold the same proportionate interest in the property, Rev. and Tax. Code § 11925(d)." Newport Harbor Apartments, a California general partnership, erroneously identified as Newport Harbor Apartments II, a California general partnership, on that certain Grant Deed recorded on July 27, 1994, as document number 94-0474085 in the official records of Los Angeles County, hereby GRANTS TO DRC Investments, Inc., a California corporation, as to an undivided 50% interest and Capilouto Inc., a California corporation, as to an undivided 50% interest, the following described real property in the City of Newport Beach, County of Orange, State of California: THE SOUTH 128.66 FEET OF THE NORTH 235.66 FEET OF THE WEST 308.55 OF LOT 715 OF FIRST ADDITION TO NEWPORT MESA TRACT, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8, PAGE 61 OF MISCELLANEOUS MAPS, RECORDS OF SAID COUNTY, THE EAST LINE OF SAID PARCEL BEING PARALLEL WITH AND 338.55 FEET EAST OF THE CENTER LINE OF PLACENTIA AVENUE. APN: 424-161-02 Dated: (- 0 - �, 0 Newport Harbor Apartments, a California general partnership By: Name: @ v a Title: R es I d e w i d fl, C i 4, ve s-' w4p,.vT 5, .T7vc ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California , County of �►n On o 1 — LO , 2022, before me, � M �-- , a Notary Public, personally appearede-,nh•j-c Ca p; I o Ara — , who proved to me on the basis of satisfactory evidence to be the person() whose name( is/M subscribed to the within instrument, and acknowledged to me that he/ T executed the same in his/1Q4**ni-r authorized capacity(*, and that by his/lam signature(A) on the instrument the person(y), or the entity upon behalf of which the person(w) 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. 6 Notary Public SAM BEIK T Notary Public • California i Orange County Commission p 2333095 1-4 PIVMWWWMW— My Comm. Expires Sep 29, 2024 (seal)