Regulatory Agreement 2002-0669579
,{.:.' '-'~ecorded'atthe reque. 005487 DOG. 2002-0689579'
Cflicago Title AUG 08. 2002 10::t 9AM
RECORDING REQUESTED BY ) ..
. _. . c. " '.' . OFFICIAL RECORDS
AND WHEN RECORDED MAIL TO.) SAN DIEGO COUNTY' RECORDER'S OFFICE
~.o;a~o~~~;;elopme.nt Agency.- III 111)/11111 111111 IIIGREIGORY tu~~ITH, COU~:6/ECORDER
(0. Poway,CahfornIa92074c0789,
\;~~f> Attention: Executive Director , ?002.0671579 '
~,( I 3 D b61.f. kD A . UJ(D This document is exempt from the payment of a recording fee
r~ pursuant to Government Code Section 27383.
\ REGULATORY AGREEMENT '
THlS.REGI1L~TORY AGREEMENT (the "Agreefuent").is entered into as of August I,
2002, byand,among the .POWAY REDEVELOPMENT A9ENCY,a public body, corporate and
politic (the "A,gency"), LOSARC<;>SpMITED PARTNERSHIP, a California limiteo partnership
(the "DeveIoper"),and RETIREMENT HOUSING FOUNDATION, a California nonprofit public
benefit corporation (the "Nonprofit"),
RECITALS
A. In furtherance of the objectives oftheCoihinunity Redevelopment Law of the
State of California, Health and Safety Code Section 33000, el seq (the "Act"), the Agency and the
Developqdesire to develop certain real property within the Paguay Redevelopment Project Area,
identified as, Assessor's Parcel No. 275-780-04, as shown on the:Site Map which is attached hereto as
Attachment No. I and incorp()rated herein, and as more fully described in the Legal Description
which'isattached hereto as Attachment No. 2 and incorporated herein (the "Site"). The Site is
approximately 3,36 acres in size and is owned by the Agency The Site is locateo on the north side
of Gateway Park, approximately 250'feet east of Pomerado Road, in the City of Po way, California
(the "City").
B. The parties have entered into a Disposition and Development Agreement
dated'as of MaY,2,,2000 (the "DDA"); pursuant to which the.Agency has ground leased the Site to
the Nonprofit pursuant toJhat "Ground Lease" dated asof June 8, 2001, the Nonprofithas subleased
the Site to Developer pursuantto,a"Ground Sublease" dated asofJune 8, 2001, and the Developer
has.agreed to develop a housing project{the "Deveiopmene') on the Site. The Development will
generally consist of an eightyCfour (84) unit senior ciiizen ap~rtmentcomplex. The Development,is
intended to implement the Agency's goals and objectives under'the Act to provide decent, safe and
sanitaryhousing,for persons and families of low and moderate income, and to increase, improve and
preserve housing available at.affordable housingcost to persons andJamilies oflow,andmoderate
income, pursuant to,theRedevel6pment Plan and Health & Safety Code Sections 33334.2, el seq,
and 334\3
C. The execution and recording. of this:Regulatory Agreement is a requirement
ofthe DDA.
'NOW, THEREFORE, the parties hereto agree asfcillows:
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DOCSOC\710513v6\22345,0075
. 005'4:88 .
100. DEFINITIONS
"Act"means theCo1TIlllunity Redevelopment La~ oftheStateofCalifornia, Health and
Safety Code Section 33000, et seq;, as the same mayfrom.time to time be amended.
'!ADA" shall mean.the.Americanswitli Disabilities Act of 19~0, 42 U.S.c. S 12101. et seq"
as the same may from time to time be amended.
"AJJo~dability Period" sliall m!;'an the duration ofthe'affordable housing requirements which
are,set forth in'this Agreement, tlieDDA and the Grouna Lease, asset forth in Section 402.2 hereof.
"Affordable Rent" shall have'the'rrieaning set foithiin Health and Safety Code ,
Section 50053, as further defined in Section 402.5 hereof.
"Agency" means the I'oway Redevelopment Agency; a public body, corporate and politic,
exercising govefIlmental functions and powers and organized and existing under the Act, and any
assignee of or successor to its rights, powers and responsibilities.
"Agreement" means tIlis Regulatory Agreement between the Agency, the Nonprofitand the
Developer
"City "means the City o['Poway, California, a Californi'a.municipal corporation. The City is
not a party to this Agreement and. shall have no obligations hereunder.
"County" shall'mean the County of San Diego, California,
"DDA" means the Disposjtionand Development Agreement. entered into as of May 2,2000
between the Agency, the Developer and the Nonprofit, as it rriay be amended from time to time.
"Default" means the failure of,a party to perform,any action ,or;covenant required, by this
Agreement within the time periods:.provided herein followingnotice.and opportunity to cure,as set
forth in Section 50 I hereof.
"Developer" means Los.Arcos Limited Partnership,:a.Califomia limited partnership, or its
assignee or transferee which is permitted or approved pursuant to,Section 603 hereof. The managing
general partner of,the Developer isand'shall be RetirerilentHousingFoundation, a California
nonprofit corporation, or its' assignee or transferee which is permitted or approved pursuant to
Section 603 hereof.
"DeVl!lOpment"inearis the' senior citizen'rental apartment complex and associated
improvements to be constructed by the Developer upon the Site, all more particularly described in
Section 301 hereof and inthe Scope of Developr\1ent which is attached to the DDA.
!'Develop'i,entPlans"means those plans and drawings to be submitted to City for its
approval; pursuant to Section 30 I hereof.
"GovernmentaIRequirements" means all.1aws, ordinances, statutes, codes,. rules,
regulations, orders, and decrees of the United States, the state, the County, the City, or any other
political subdivisibninwh,ich the Site is located, and o(al1y other political ,subdivision, agency, or
instrumentality exercising jurisdiction over the Developer or the Site.
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D0CSOC\71051 Jv6\22345.0075
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005489
"Ground Lease" ll}eanstheGround Lease ofthe Site from the Agency to the Nonprofit,
dated.as.6fJu'ne 8, 2001
"Hazardiius Materials" means im'ys'ubstance, material, or waste which is or becomes
regulated by any local governmentahuthority, the County, the State of California, regional
governmental ~uthoritY, or the !Jnited States Government,.including, bulnot limited to, any material
or substance which is' (i) de filled ,as a "hazardous waste," "extremel'yhazardous waste," or'''restricted
.hazardouswaste" under Section 25115, 25117 or 25122,7, or listed pursuant to Section 25140 of the
Calif(jIT1ia Health,and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii)
defil1edas.ii"haziudous.substance"'under Section 25316 of the California Health and Safety Code,
Division 20, Chapter 6,8 (Carpenter-Presley-Tanner Haz~rdous.Substance Account Act),(iii).defined
asa "hazardous material," "hazardous s'ubstance," or "hazardous waste" under Section 2550'1 of the ,
CalifoiiliaHealth and Safety Code"Bivision 20, Chapter 6.95 (Hazardous Materials.Release
Response Plans and Inventory),-(iv).defined as a "hazardous substance" under Section 25281 of the
California. Health and Safety C6de;Division 20, Chapter 6,7 (Undergroul1dStorage of Hazardous.
Substances); ,(v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) listed under
Article 90r defined as "hazardous"or "extremely hazardous" pursuanttoArticle II of Title 22 of the
Califorriia'Code of Regulations,. Division 4, Chaptef20, (ix}designated as "hazardous substances"
pursuantto Section 311 ofthe:Clean Water Act (33US:C. 913J,7), (x) defined asa,;"hazardous
waste"'pursuantto Section 1004 ofthe,Resource Conservation arid Recovery Act, 42 U.S,c. 96901 et
seq:(42 U.8,<::,'9(903) or (xi) defined as:'hazardous substances" pursuant to Section 101 of the
Comprehensive Environm~ntal Response, Compensation"andLiability Act, 42 U.S.c. 99601 etseq
Notwithstanding the foregoing, "Hazardous Materials" shallnotil1clude such products,inquantities
as are customarily used.in the construction, maintenance, rehabilitation or management of residential
developmentsor..associat$'d bllildi!1gs and grounds, or typically used in residential activities.il1.a.
manner typical of othercOlnparableresidential developments, (>rsubstances commonly ingested by a
significanlpopulation living within the Development, including without limitation alcohol, aspirin,
tobacco and saccharine.
"Housing Fund" means ,the Agency's Low and Moderate Income Housing Fund, established
pursuant to Health and Safety Code Section 33334.3
"Housing Units" means the individual apartment units within the Development to be
constructed and operated by the Developer on the Site, as provided in Section 30 I hereof and in the
Scope of Development.
"lI1oc{eratelncome Household" shall mean a household earningnot:b'Teater than that
percentageofSal1 Diego County area.ri1edian income (generally 120%), adjusted for. household size,
whicj1 is s~tforth by regulation ofthe'CaliforniaDepartment'ofHousing and Community
Development, pursuant to Health:and Safety Code Section 50093
"Nonprofit" means ~,tirement Housing I;ou.n~aJion, a.California nonprofit public benefit
corporation, or its assignee or transferee which is permitted or, approved pursuant to Section 603
hereol'
"Notice'; shall mean a notice in the form prescribed by Section 60 I hereof
"Redevelopment Plan "means the Redevelopment Plan for the RedevelopmentProje~t, as
originally adopted on December 13, 1983 by Ordinance No, 117 of the City Council of the City, and
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.QOCSOCI 7105 I 3v6\22345 .0075
~;; . .
005490
amended on June 15, 1993 by Ordinance No. 415, as such redevelopment plan may be amended from
time to tiine, all of which are incorporated'herein by reference;
"Redevelopment Project" means the Paguay Redevelopment Project, adopted by the City
pursuant to the Redevelopment Plan.
"Rent" shall mean the total.6finonthly payments'.bythe tenants of a Housing Unit for use
aJid occupancy for the Housing Unitand facilities associated therewith, including a reasonable
allowance 'for utilities for an.a~equate.1evel of service, as. defined in 25 California Code of
Reglilations96918.
"SChedule of Performailce" means that certain Schedule of Performance attached to the ,
DDA as Attachment No. 3:and incorp{)ratedherein by reference, which sets forth the time for
performing the various obligations of the DDA and this Agreement.
"Scope of Development"ineans ,that certain Scope of Developmentattached to the DDA as
Attachment No 4 and incorporaied'herein by referen.ce, which describes the scope, amount, and
quality ofthe Development to be constructed by the Developer pursuant to the terms and conditions
oftlie DDA arid this Agreement.
"Site'; means that approximately three and thirty-six hundredths (3,36) acre parcel of real
property which is owned by the 1\gency, located on the north side of Gateway Park,approximately
250 feet east'of Pomerado Road, in' the City and more particularly described in the Site Legal
Description and depicted on.the,Site Map
"Site Legal Descriptioll"means the descriptionoftheSite which is attached'hereto as
Attachment No 2 and incorpofatedherein.
"Site Map" means the map of the Site which is attached hereto as Attachment No. I and
incorporated herein.
"Tax. Credits" shall mean Low Income Housing TaxCfedits granted pursuant to Section 42
.ofthe Internal Revenue Code.and/or California Revenue and Taxation Code Sections 17057.5,
17058,23610 4 and 23610.5 and California Health and Safety. Code Section 50199, et seq
"Tax Credit Rules" means Section 42 of the Internal Revenue.Code and/or California
Revenueand'Taxation Code Sections 17057.5, 17058, 236104 and 23610.5 and California Health
and.safety Code Section 50199, et seq., as the foregoing may be.amended from time to time, and the
rules and regulations impleinenting the foregoing.
"Ta:<: Credit llegulCftory Agreement" shall mean the regulatory agteementwhich.may be
required to be recorded against.the Site with respect to.the issuance'ofTax Credits, as set forth in
Section 402.6 hereof.
"Very Low1ncome.-Household" shall mean a household earning not greater than fifty
percent (50%)of San Diego County area median incOine,..adjusted for household size, as set forth by
regulatiori of the California Department of Housing and Community Development, pursuant to
Health' and SafdyCode Section 50105
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DOCSOC\ 7105 13v6\22345 .007 5
. . 005491 .
200. CONDITION OFTHESITE
2010 Nonprofitand.Developer Precautions. NonprofitandDeveloper sl1all take all
necessary and,rea~onabl'eprecautions to prevent the release inio the environment of any Hazardous
Materials which are located in, onor under the Site. Such precautions shall include compliance with
all Governmental Requirements withrespect to Hazardous M~terials. In addition, Nouprofit and
Developer shall install and utilize such. equipment and implement and adhere to such procedures as
areconsisteiltwith commercially'reasonable standards asrespeCtsthe disclosure, storage, use,
rernoval' and disposal of Hazardous. Materials.
202. Nonprofit and DeveloJler Disclosures. The Nonprofit and the Developer shall
notify Agency; and provide to Agen'c)'-acopy or copies, of all environmental permits, disclosures, ,
ajJplications"eiltitlemeilts, ot inquiries relating to the Site, includingnoiices of violation, notices' to
comply"citations; irquiries, c1ean-up'or abatement orders, ccase and desist orders, reports filed
pursuanttoself~reportingfequirernents'and reports filed or appiications made pursuant to any
Governmental Requiremenfrelating to Hazardous Materials, Nonprofit and Developer shall report to
Agency, as soon as possible after each'incident, any unusual or'potentially important incidents with
respect to the'eilvironmental.conditibil bfthe Site. In the.event of a release of any Hazardous
Materials'into the,environmeni, Nonprofit and Developer shall, ~ssoon as possible afterthe.release,
furnish' to Agency a copy orany and all. reports relating thereto and copies of all correspondence with
governrnentalagencies relatlng,totherelease, Upon request, the Nonprofit and the Developer shall
furnish to Agency a copy or copies'ofany and all other environmental entitlements or inquiries
relating to or affecting:the Site including, but not limited to, all perinit applications, permits and
reports'including, without limitation, those reports and other matt!"rs which may be characterized as
confidentiaL The Nonprofit and Developer shall notify Agency of,bankruptcy, insolvency,
receivership orother financial conditions that would rnaterially impaittheability of the Nonprofit.or
Developer to complete construction of or operate the Development
203. Nonpnifit'ard De.v~loper Indemnity. Nonprofitand Developer each agrees to
indemnifY,. defend and hold Agericy and City, and their offic~rs, ernployees, agents and
representatives, harmless from and against any claim, action; suit, proceeding, loss, cost, damage,
liability; deficitmcy,fire, penalty; punitive damage, or expense'(iilclUding, without limitation,
attorneys:.fees), resulting from, arising out of, or based upon (i) the release from the Site, use on the
,
Site, generation on theSite;,discharge from the Site, storageon.the Site, disposal on or from the Site,
+ '..' - . ~
or tran,<;portation to or-from the Site'of any Hazardous Materials during the term of the Ground Lease,
ot (ii) the violation, or alleged violation, of anystatute,ordilJ.ance; order, rule, regulation,.permit,
judgment. or license relating,to.theuse, generation, reiease; discharge, storage, disposal or
transportation of Hazardous Materials on, under, in'or about;,to or from, the Site during the term of
the Ground Lease, exceptto the extent caused orcontributed to bY",tlie negligence or willful
misconduct.ofthe Agency_or'City, or their officers, employees, agents or representatives; provided,
however, under no circumstances shall these indemnity obligations' of Nonprofit and Developer
include any obligation for payment ofpuriitivedarnages,assessed against Agency or City, or their
officers, employees, agents orrepresentatives. This'incte)lUlityshallinclude, without limitation, any
damage;liability"fine, penalty, cost or expense arising frorn'.or,outof any claim, action, suit or
proceeding, includiilginjunctive, mandamus~ equity or action at law, for personal injury (including
sickness, disease or death); targible or intangible property damage, compensation for lost wages,
business income, profits or other economic loss, damage.,toJhe natural resource or the environment,
nuisance, contamination,.leak, spill, release or other adverse effect on the environment
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DOCSOC\710513v6\22345,0075
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300. DEVELOPMENT OF THE SITE
. 301. "Scope of Development. Developer shaiLdeveiop.t1Ie Devel<?pment in accordance
with the,Sco'peofDevelopment which is attached to the DbA as Attachment NoA and which is
incorporated herein by reference,:andt,heapprovedplans,.drawjngs and documents.for.the
Dev~lop~en(,(the "DevelopmenlPlans"). The Developmentshall generally consist orone or more
multifamily,apartment buildings containing eighty-four (84) apartment units (the "Housing Units").
In the event of any inconsistetlcy between the Scope of Dev,e!oPJ11entand the plans for the
Develollfilent wliich have been approved by the Agency and/or.City, the approved.Development
PlansshalJ.C:ontrol. Developer,shall commence and complete all construction of the Development,
and,satis,fy alloth~r obligatjons a!1dconditionsofthis Regulatory Agreement within,the.times
established therefor in the DDA,and:the Schedule ofPerformahce attached to the DDA. ,
302. Indemnity, Developershall defend, indemnify, assume all responsibility for, and
hold Agency and City, and,their respective officers, employeei<age~ts, and representatives,harmless
from.alllclaims, demands, damages, defense costs or liability'ofanykind or natlire (inCluding
attorneys?; fees and costs) and for anydamages.to property or injuries to persons, including ~ccidental.
death,wnjch may be;causegby.or arise. out of the Developer's.performance or failure,to perforin.its
obligations pursuant to this Agreement, whether such activitlesiotperfOrn1ance thereofbe,by the
Developer or by anyone employed or contracted with by the Developer and wheth~rsuchldamage
~hall;a,<::.cru~.or bediscovere.d,gefore;or,after termination ofthis.Agreement. Developer shall nolbe
liabldofpropertydamage or bodilY injury occasioned by the ri~gligence of, willful misconduct of,.or
brea_cli ofthisA:greement-byNonprofit or Agency or City, ortheir, officers, employees, agents or
representAtives,
Nonprofit shall defend, indemnify, assumeali responsibilityfor, al)d hold Ag'encyand Gity,
and their respective officers; employees,agents, and representatrv,es, hafmless from laIr ~laims,
demands, damAges, defense.costs.or.liability of any kind or natlire(iiicluding attorneys' fees and
costs).and fotanydamages.to.property or injuries to persons, including accidental death;wh(ch:may
be caused byorarise.out of the Nonprofit's performanceo,r failure to perform its, obligations
pursuant to this'Agreement, whether stlchactivities or perfoimance.thereofbe by the Nonprofit orby
anyone'einployed or contracted with by the Nonprofit and whether such damage shall accrue. or be
discovered before or after terminiltion ofthis Agreement. NbnprofitshaIrnot be liabie'j'or property
damage'or b\ldily injury occasioiiedby'the negligence of, wIntul.misconduct of, or breach of this
Agreement by Developer or Agency or City, or their officers, employees, agents or ~epresentatives.
Agency: shall defend, indemnify, 'assume all',responsibility for, and hold Developer and
Noriprbfitand their officers, employees, agents, and representatives, harmless'from all claims,
demands; d'!If1ages, defense costs or,liability ofanykind,or.natlire'(including attorneys' fees,and
costs)'and fohinydariiages,to'propert)f or injurieiLto persons;including accidental deathwhic!1.may
be'caused by,o.r'i1riseouj.,o,ftheAgency's performance.or,failure to perform its obligations pursuant
to this Agreeinent"wnethersuch-,activities.or performancethereofbe'by theAg'ency or by anyone
employe<Ior contracted with by the Agency and whether-sl1ch d'!Ulage shall accrueorbe <!iscovered
before:or:after'termination ofthis Agreement. Agen'6y shall nottJe liable for property damage or
bodily.injury.occasiohedbYthe.negligence of, willful misconduct of, or breach of this Agreement by
Developer or Nonprofit'or their officers, employees, agen,!s or representatives,
303. Conlllliance WttiI Laws. Developer shall carry out the design, construction and
operation onhe, DeveloPfuent, -and Nonprofit shall carry out all ,of its obligations hereunder, in
conformity with all applicable laws, including all applicable state labor standards, the City zoning
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DOCSOC\ 7,1 0513v6122345,007 5
. . 005~93 .
and dev.elopment standards, building,j:>Iumbing, mechanica1.and eJectrical.codes,.and all other
provisioiis:of,the'CityMunicipal Code; and all applicable:disabled.and handicapped access
requirements;)ncliIding,without limitation the ADA. Goven1.lI1el1t.Code Section4450, et seq.,
GovernmejifCo,de Section 11135, etseq., theUnnih Civil Rights Act, Civil Code Section 51, et seq"
and the California Building Standards Code, Health and Safety Code Section 18900, et seq
.400. COVENANTS AND RESTRICTIONS
401. Use Covenants. Developer covenants and agr.ees for itself, its successors, assigns,
and e~ery sllccess()r in interesHo,the Site or any part thereof; that upon the Ground Lease
Commencementandduring construction and thereafter, the Developer shall devote the Site to the
uses;specified in this Agreement,..theQDA, the Ground Lease and the approved DevelopmentPlans, ,
whichever isthe more restrictive. All uses conducted on the Site" including, without limitation, all
aCtivities undertaken by the Developer pursuant to this Agreement, ,shall conform to the
RedeveIopmenlPlan.andall applicable provi~ions of the City Municipal Code and requirements of
the City's Affordable Housing Overlay Zone.
402. Affordable Housirig,Requirements.
402.1 Number.o,fAffordable Units. Developer agrees to make available"restrict
occupancy to, al)d rent forty-one,(41)ofthe Housing Units to Very Low Income Households, and the
remaining forty-three (43) Ho'using Units to Moderate Income Households, all at an Affordable Rent.
402.2 Duration of Affordability Requirements. The HousingUnits shall be
subject to the requirements oftl1is Section 402 in perpetuity ThediIration of this requirement shall
be known as the "Affordability Period."
402.3 Selection of Tenants. Developer shall be responsible for the selection of
tenants for the Housing Units in compliance with lawful and reasomible criteria, asset forth in the
ManagementPlan which is.requinid'tobe submitted and approved by the Agency pursuant to Section
4.2 of the Grouiid Lease. Preferenge shall be given to tenants'who have been displaced by
redevelopment activities of Ag~f1cy in the implementation of the RedevelopmentPlan, to the extent
authorized by applicable Jederal, state or local laws or regulations.
402.4 HouseholllJncome Requirements. Followingthe initial lease-up of the
HousingUnits, and anl1ually there~fter, the Developer shall submit to Agency, at Developer's
expense, a summary of the income,. household size and rent payable by each of the tenants of the
HousingUnits, AHhe Agencts request, the Developer'shall :ilso,provide to the Agency completed
incofuecomputationand,certificatioh forms, in a form acceptable to the Agency, for any such tenant
or tenants, 'Developer $h!lll obtain; orshall cause to be obtained.by the Property Manager, a
certification:fromeachhotiseiiold leasing a Housing Unit.demonstratingtharsuch household is a
Very Lowdncome.IIousehold or Moderate Income Household', as applicable; and meets the
eligibility r~,quirementsestablishedfor the Housing Unit. Developer shall verify, or shall cause to be
verified!bythePropeetxManager, the income certification of the household. Following the issuance
of the Release.of Construction Covenants, Devel()per, as an expense of the Development, shall
annually submit.to AgencytherejJorts requiiedpursuanUo Health and Safety Code Section 33418,
as the.sam,: may;be amended from time to time, with each suchreport to be in the form' prescribed', by
Agency Each annual report shall cover the immediately preceding fiscal year.
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DOCSOCl710513v6122345.0075
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402.5 Deteriniilation of,Affordable RentJor the Housing Units. Each Housing
Unit shall be-rented at an "Affordable,Rent" to be established'asprovidedherein:
(a) The.maximum monthly ren(al-'all,l(lUnt for the;H(,lUsing Units to be
rented to Very Low Income Households (JesFeasonable, utility allowance) shall be established at
one-twelfth (1II2) of thirty peicent (30%}bffiftypercent (50%) of San Diego County median
income fOLa family of a,size appropriate to the Housing Unit(as defined in Health and Safety Code
Section 50053),
(b) The.maxiniummonthly rental amount for the Housing Units to be
rented to Moderate Income Households (less.reasonableutility allbw<lllce) shall.be established at the
lesser of (i) one-twelfth (III 2}of thirty percent (30%) of one. hund red ten percent (110%) of San I
Diego County median incomeJoia'Jamily of a.size appropriate to the Housing Unit (as defined in
Health and Safety Code Section 50053), or (ii) the fair market rent for the units, as reasonably
determined by the Agency-and the Developer.
402.6 Relationship to Tax Credit,and'Bond'Requirements. Notwithstanding any
other,provisions of this Agreement, to the extent that theregulatory agreements executed by ,the
Developer as a requirementofrecceiving the Tax CreditsJthe."Tax Credit Regulatory. Agreement") or
asa'Tequirement'ofreceivil)g an. allocation of multifamily housing revenue bonds(the "Bond
Reglilatofy Agreement") are less r~strictive with respect to the requi!ementsapplicabl~,totenant
selection, tenant income levels an<l unit rent levels than as provided in this Agreement and the DDA,
this Agreement and the DDA shall control.
403. Design and 0ccupancy of Senior Units. Develop,ersball restrictoc,cupancyofall
Housing Units,toSenior Citizer.s Jlnd"Qualified Permanent Residents" (as those terrils are or-maybe
defined in California CivilCode SeCtion 51,3). California Civil Code Section 5l,3,presently
provides as follows: At least one person,in residence in each dwelEllg unit must be a Senior Citizen,
and other residents)n the'same.dwelling unit whoare.not Senior Citizens must be Qualified
PermanentResidents, Temporary,guests of a Senior Citizen or Qualified Permanent Resident shall
be allowed for,a period of not more than sixty (60) days in any'twelve (12) month period. Upon,the
death; dissol!ltjon'ofmarriage, hospitalization or other prolonged absence of the Senior,Citizen in a
dwelling unit, .anyQualified' Perinanent Resident who hascoll.i~lluously resided in the dwelling unit
with such Senior Citizen shall be:,permitted.to continueas'a,resident6fthat dwelling unit. "Permitted
Health Care Residents" (as that tehn isor may be defined in California Civil Code Section 51,3)
shal1.b.e permitted to occupy any dwelling unit during any period that such person is actually
providing;live,jn, long,term or hospice health careto'a SeniorJ':itizen tenant..or Qualified"Permanent
Resident tenantfor compensation: Notwithstanding the,foregoing, however, in the eventth'at
Developer in. its sokdiscretion.elects to provide one of the Housing,Units.for residency by.an on-site
manageiancVor!on-sitemaintenance manager, such unit or ullits shall.not be requiredpythis
AgreementJo be;restricted,to Senior Citizens and Qualified PerinanentResidents, except as required
by applicalile law
404. Marketing I'lall' Developer shall sUl:Jrnit for Jhe.approval oIthe Agency, which
approyal shan.no,tmnrea.sonalily be, withheld, a'plan fOr marketing th'e.rental of the Housing Units in
compliance withJederal' and state fair housing law Such maikeJingplan:shall include a plan for
publicizin& theavailabiliiy ofthe Housing Units within the City, such as notices in any City
sponsored newsletter;.newspapei.advertising.in local newspapers and notices in City offices, The
marketing plan :Shall require Developerto obtain from.th~'A);el1cy.the names of low- a.J1dmoderate-
income persons who have been displaced by the Redevelopment Project, and to notify persons on
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DOCSOC\71 0513v6\22345 .0075
. 005495 .
such list of the. availability of units in tbe Development,priort() undertaking other forms of
marketing. The mari<eting plan sliall,provide,that the personslon such list of displaced persons be
givennoHewer than ten (10) days afterdeceipt of such notice tO'respond by completing application
forms fonental of Housing Units, as'applicable.
405. Maintenance of Sit~. Developer agrees forit,selfand its successors in interest to all
or anyporiipn of the. Site, to maintain.theirilprovements on the portion of the Site.owned by
Developer in conformity with the City Municipal Code and the c;onditionsset forth in the Ground
Lease and this Agreement, and shalLlc,"ep the Site free from any. accumulation of debris or wa'ste
materials. During such period, the Developer shall also maintain the landscaping planted on the Site
iri a healthy condition. Ifat any time Developer fails to maintain the Site and such' condition is not
corrected within five days after writtenpotice from Agency withTespect to graffiti, debris, waste ,
,material,and,general maintenance, or thirty days after written notice from Agency with respect to
lahd~capirig and buildingimprovements,.then Agency, in addi!ion to whatever remedy it may have at
law or at eq!lity,.shall have the righLto enter upon the. applicable ,portion ofthe Site and ,perform all
acts and work necessary.to,protect,,1:naintain, and preserve the improvements' and landscaped areas
on the,Site, and"to attach a lien !IpoIl the Site, or to assess the ~ite, in the amount ofthe expenditures
arising)iom:such acts and work of protection, maintenance, and preservation by Agency and/or costs
of suclicure, including a fifteen percent,(l5%) administrative charge, which amount shall be
promptly paid by Developer to Agency upon demand,
406. Nondiscrimination'Covenants. Developer'and Nonprofit covenant by and for
themselves and any successors in interest thatthere shall be no discrimination against or segregation
of any person or group of persons on account of race, color, creed, religion, sex, marital status,
national origin. or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment
of the Site, nor shall the Developer or Nonprofit themselves'Df.anyperson claiming under or through
it establish or permit any such prac.ticeor 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 The foregoing covenants shall run with, the land.
Developer and Nonprofit shall refrain from restricting the rental, sale or lease of the
Site on the basis of race, color, religion, sex, marital status, ancestry or national origin of any person.
All such' deeds, leases or contracts shall contain or be subject,to'substantially the following
nondiscrimination or nonsegregation clauses:
(a) In deeds: "The grantee herein covenants. by and for him~elf or
herself, his;or'herheirs, ex~cutors, administrators and assigns, and all persons claiming under or
through'them,that there shall be no discrimination againstof'segregation of, any person or group of
.persons, on account of,i-ace, color, creed, religion; sex, ,marital. status, national origin or.ancestry in
the s~le, lease; ' sublease, transfer, use, occupancy, teni1reor enjoymentofthe land herein conveyed,
nor shalUhe grantee or any person claiming under or through.him'orher, establish or permit any.such
pnlctice or prafticesof discrimination or segregationwith,refere.nce to the, selection, location,
number, use or occupaiYcy of tenants, lessees, subtenants,:subJ'essees.or vendees in the land herein
conveyed. The foregoing covenants shall run with.the land."
(b) In leases: "The,h,ssee herein covenants by, and for himself or herself,
his or her.heirs" executors, adininistrators, and. assigns, and all' persons claiming under or through him
or her, andthis..1ease is made and accepted upon and subject to the following conditions:
9
DOCSOC\710513v6\22345.0075
r
,
.. 00549"
"That there shall.be,no discrlininaiion against or segregation.ofany person or group of
persons, on accountofface;.color"creed, religion,se.x, l1larital status,. national origin, or
ancestry in the leasiilg,'subleasing; transferring, lise, occupancy, tenure, or enj~yment of the
, '
premises herein leased nor shall"thelessee himself or herself, or any person claiming under or
thrbugh.himor her, establish'or pennit any such practice or practices of discriniinationor
segregation with referenceto.the selection, location, miinber, use, or occupancy of tenants,
lessees, sublessees, subtenants, or vendees in the premises herein leased,"
(c) In contracts: "There shall be no' discrimination against or
segregation of, any person, or group of persons on account offace, color, creed, religion, sex, marital
st::,tus, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or
erijoyroentofthepremises, nor shall.the transferee himself or herself or any person claiming under or \
through him or her,establish'or:'llermitany such practice o'r practices of discrimination or segregation
with'feferenceto the selection, location, number, use or occupancy oftenants, lessees, subtenants,
sublessees or vendees of the premises."
407. Effect of Violation of the Terms and Provisions:of this Agreement After
Completion of Construction. Agency. is deemed the beneflciaryofthe terms and provisions of this
Agreement and of the covenants running with the land, for and in its own right and for the purposes
of protecting the interests of the community and other parties"j:lUblic or private, in whose favor and
for whose benefiNhisAgreement.'and the covenantsrunning.with the land have been provided,
without regard to whether Agency has been, remains or is an.ownerof any land or interest therein.in
the Site or in the Redevelopment Project Area. Agency shall have the right, if this Agreement or any
covenants in any agreement pursuant to this Agreement are breached, to exercise all rights and
remedies; and to maintain anya~tions or suits at law or in equity.;or other proper proceedings to
enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and such
covenants may be entitled.
500. DEFAULTS AND REMEDIES
501. DefaulfRemedies. Subject to the extensions oftime set forth in Section 602 of this
Agreement for events or force majeure, a material failure by either party to perform any action or
covenant required bythis.Agreernel}t, the Ground Lease, the Agen'cy Loan Agreenient; orthe.DDA
within the time periods provided herein following notice and failure to cure as describeclhereafter,
constitutes a "Default" under this Agreement A party claiming a Default shall give written notice of
Default to the other party 'specifying the Default complainedQf, Except asotheiWise expressly
provided in this Agreement, the claimant shall not institute any,Proceeding.against any other party;
al}d the other party shalll10t be.in Default if such party within thirty (30) days from'feceipt o'f:such
notice cures such default, or ifsuchdefault is of a' nature that.it cannot reasonably be expected to be
cured within such thirty (30) day period, if such party immediately, with due diligence; commences
to'cure,.correct or remedy such failure or delay and shall complete such cure, correction or remedy
with diligence,
502. Institution of Legal Actions. In addition to any other rights or remedies and subject
to therestrictions otherwise set forth in this Agreement, either party may institute an action at law or
equity to seek.specific performance ofthe terms of.thisAgreemeni, or to cure, correct or remedy any
Default,. to'fecove_ridam;:1ges for any Default, or to obtain any other remedy consistent with the
purpose ofthis Agreement Such legal actions must be instituted in the Superior Court of the County
of San Diego, State of California; in an appropriate municipal court in that county, or in the United
States District Court for the Southern District of California.
10
,DOCSOC\710513v61:!2345.0075
,
." 005497 .
503. AcceptanceofSeivice of Process. In th'eevent that any legal. action is commenced
by the.Developer'or Nonprofit.against Agency, serviceo(process on Agency shall be m~de by
personal service'upontheSecr~tary:or'Executive Director of-Agency or in such other manner as may
be,providedbylaw Intheevent,thatany legal action is commend:d:by Agency against the
Developer oi,Nonprofit, service of process shall be made in such manner as may be provided by law
and shall be effective whether served inside or outside of California.
504; Rights and.Remel!ies,Are Cumulative. Except as otherwise expressly stated in this
Agreernent"therightsand remedies of the parties are cuinulative, and the exercise by either party of
oheorinore of such rights or remedies shall not preclude the exercise by it, at the same or different
times; of any other rights'or remedies for the same Default or any other Default by the other party
,
505. Inaction Nota Waiver of Default. Any failures or delays by either party in
asserting any of its,rights and.reinedies as to any Defaullshall,not operate as a'waiver of any, Default
or of any such rights or remedi~s"or deprive either such party of its right to institute and'maihtain
any actions or proceedingswhichitinay deem necessary to protect, assert or enforce any such rights
or remedies.
506. Applicable Law.nte laws of the State of California shall govern the interpretation
and enforcement of this Agreement.
600. GENERAL PROVISIONS
601. Notices, Demands,andCommunications Between .the Parties. Any approval,
disapproval, demand, document or other notice ("Notice") which either party may desireto give to
the other party under this Agreementrimst be in writing and maybe given either by (i) pe~sonal
service, (ii) deiiveryby reputable document delivery service such as Federal Expressthat provides a
receipt showing date and time o(delivery, or (iii) mailing in the United States mail, ce'rtified mail,
postage prepaid, retuin receipttequested, addressed to. the address of the party as set forth, below: or
at any other address as that pafo/may later designate by Notice,
To Agency- Poway Redevelopment Agency
POBox 789
Poway, California 92074-0789
Attention: Assistant Executive Director
To Nonprofit: Retirement Housing Foundation
911 North.8tudebaker Road
Long Beach, California 90815
Attention: Chief Executive Officer
To Developer: Los Arcos Linlite'dPartnership
911 North'StudebakerRoad
Long Beach, California 90815
Attention. Chief Executive Officer
Anywritten,hotice, demand or communication shall be deemed received immediately
upon receipt; provjded"however; that:refusal toaccept'deljveryafter reasonable attempts. thereto
shall cOI1stifutereceipt. Any notices attempted to be delivered to an address from whichthe
receiving 'patty.hasmov'ed without notice shall be effective on the third day from the date of the
attempted delivery or depositin the United States mail.
II
DOCSOC\710513v6122345,0075
r
, ) 'OQ5~98: .
.
60,2. Enforc<<;,dDelay; Extension of Timeso(PerforinaIice. In addition to specific
provisions of this Agreement, perfohnance by either party hereun4e,r shallnotbe deemed to be in
Default, and iil performanc,e:and other dates.~pecified'in.thi~,Agreementshall be extended, where
delays:orDefaults;are'due to caus.es,beyond the contiolOi"without thefault of the party claiming an
extension of time to perform, induding: 'war; insurrection; strikes; lockouts; riots; floods;
earthquakes;:tires; casualtie~;acislOfGod;acts of the public enemy; epidemics; quarantine
restrictjons; freight embargoes; lack of transportation; governmentaL restrictions or priority;
litigatio'ri; unusuall~severeweather;,inabilitytosecure negessarylabor, materials or tools;.delays of
any contractor, ,subcontractor or suppli,er (other thana contiaetor"subcontractoror.supplierin which
Developerhas"a !Wentycfive percent (25%) or more ownership interest, or which is controlled by
Developer, of which is,anaffiliatedentity of Developer); acts'or.omissions of.the other;party;acts or
failures(oact.ofthe City, TQ!\,Cor any other public or goverrunenta1'agency or entity (other than the \
actsor.'f~ilures to aCt of Agency ,'which shall not excuse performance by Agency); or any'other causes
beyond the control or without the fatilt of the party daiming,an extension of time topeffornL
Notwithstan.ding:anything tot!J~ contrary in this Agreement, an extension oftimeJor any such cause
shall be for-the,period of the erifofceddelay and shall comm,encdo run from the time of the
commencement of the cause; if notice by,the party daiming such extension is sent to the other party
within' thirty (30) daysofthe.coll!mericement ofthe cause. 'Times of performance under this
Agreementmayalso.be'exteridedin writing by the mutual agre,ell1ent of Agency and Developer or
Nonprofit,as.applicab!e, The Executive Director of Agency shall,have the authority in his,or her
sole' and absolutediscretiori'.ori behiM of Agency toapproverextensions of time no! to,e.xceed a
cumulative total'ofthree hundred sixty (360) days, Notwithstanding-any provision of this Agreement
to the contrary, the lackoffyndingto'complete the Developmentshallnot constitute 'grounds of'
enforced delay pursuant to this Section 602.
603. Transfers'of Interest in Site or Agreement.
603.1 Prohibition. The qualitications and;identity,oftheDeveloper,and Nonprofit
are of particular concern to Agency It is;because of those quaiificatioll,s,and identitythat.Agency
has entered into this Agreement with the Developer and Nonprofit 'For the term of this,Agreement,
no voluntary or involuntary succe~sor in interest 'oftheDeveloper.or Nonprofit shallacquireiaIlY
right.s or powers under thisAgreement,:nor shall any intere~is::in,the,Developer be transferred, nor
shali'-tiieDevelopetor;Nonprofit make any,totalor partial sa"e;tr~?sfer, conveyance, assig'nment,
subdivision, refinancing or lease'ofthe 'whole or any part of the Site or the DevelopmenUhereon,
without prior written approval of Agency, except as expressly,seiJorth herein. Notwithstanding.the
above,Developer andNonprofit~ovenant that Retirement Housing Foundation or itsafftliate shall be
the managinggeneralpartrier of the Developer
,.
603;2 Permitted Transfers. NOlV\'it,hstanding any other provision of this
Agre,?,ll1.ent to th,e contrary, Agency appfoval of an' assignment ofthis,Agreemenior conveyance of
the Site of Development; or any part thereof,. shall not b,e required:in connection 'with any of the
following:
(a) The conveyanceot cledication,ofanyportion of the Site to the.<::ity or
otheraj\propriategoverIlmental agency, or the granting:of easements or permits to facilitate
construction of the Development
. (b) Any requestedassigrtmeritJot,financing purposes (subject to such
financing being.considefedahd approved by Agencypursuantio:Section 312 of the DDA), including
the'grant of a deed of trustto secure the funds necessary for construction and pehnanent'financing.of
12
DOCSOC\710513v6122345.0075
." .
005'499
the Development.
(c) AllY transfer oflimited paitnership;iilterests in the Developer, subject
to the approval ofthe identity oHhe limited partner pursuant to Section 312 of the DDA.
(d) The. Ground Sublease of the Site from Nonprofit to Developer, as
provided in Section 204 10ftheDDA.
(e) Any transfer of the Site orlimited partnership interests in the
D,eveloper to Retirement Housing Foundation or an affiliate thereof after the expiration of the fifteen
year Tax Credit compliance periodpursuant to Internal Revenue Code Section 42(I)( I).
In,the event of an assignment by Developer ,under subparagraphs (a) through (e), \
inclusive, above not requiring Agency's .prior approval, Developer and Nonprofit nevertheless each
agreesthatafleast thirty (30) days'prior to such assignment itshall give written notice to Agency of
such assignment and satisfactory evidence that the assignee has assumed jointly with Developer or
Nonprofit, as applicable, the obligations of this Agreement.
603.3 Agency-Consideration of Requested Transfer. Agency agrees that it will
not unreasonably withhold' approval of a request made pursuant to this Section 603,.provided the
Developer or Nonprofit delivers written notice to Agency requesting such. approval. Such notice
shall be. accompanied by sufficient evidence regarding the proposed assignee's or,purchaser's
development and/or operational ,qualifications and experience, and its. financial commitments and
resources, in'sufficient detaiLtoenable Agency to evaluate the proposed assignee or purchaser
pursuanltothe criteria set forth in this,Section 603 and as reasonably determined by Agency
Agency shall.evaluate each proposed transferee or assignee on .the basis of its qualifications an<i
experience in the development and/or operation offacilities similar to the Development, and its
financial commitments and resources, and may reasonably disapprove any proposed transferee. or
assignee, during the period for ,which this Section 603 applies, which Agency reasonably determines
does not possess suffiCient qualifications. An assignment and.assumption agreement in form
satisfactory to the Agency shall also be.required for all proposed assigrlments. Within thirty (30)
days after the receipt of the, Developer's or Nonprofit's.written noticerequesting:approval of.an
assignment or transfer pursuant to this Section 603, including. assignments that donotrequire
Agency/Executive Director approval, Agency shall either approve or disapproveisuch proposed
assignment or shall respondin writing by stating what further information, if any, Agency reasonably
requires in order todetermin~ ijIe'request complete and determine whether or not to grant the
requested approval. Upon receipt of such a response; the Developer or Nonprofit, as.applicable,.shall
promptly furnish to Agency S1.1ch further informationas.may be reasonably requested.
603.4 Successors.and Assigns. All ofthe.terms, covenants and conditions of this
Agreement shall be binding upon .the Developer; Nonprofitand their permitted successors and
assigns. Whenever the term "Developer" or "Nonprofit" is' used in this Agreement, such term shall
include any other perrl1itted successors and assigns as herein provided,
603.5 Assignment by Agency. Agency may'assign.or transfer any of its rights or
obligations under this Agreement with the approval of the Developer and Nonprofit, which approval
shall not be unreasonably withheld; provided, however,'that Agency may assign or transfer any of its
interests' hereunder. to the City at any time withoutthe consent-'of the Developer or Nonprofit;
provided that the City agrees to assume all of Agency'sobiigatlons hereunder
13
DOCSOC\710513V6\22J45.OD75
.' 005500 .
"
604. Non"LiablIity of.OthCials,and Employees'ofAgency. No member, official, officer
or employee of Agency or iheCit'y:shall be personally 11<ib!.e.to{l:!e Developer or Nonprofit, or any
successor in interest, ill.theevent;of any Default or breach;by Agency (or the City) or,Jor any amount
" ,
which may,become due to the Developer or Nonprofit or their successors, or on any obligations
under the tems of this Agreement.
605. Relationship ~etwe~n Agency, Developer'and Nonprofit. It is hereby
acknO\yledged thatthe relationship between Agency, Developer arid Nonprofit is not thatofa
partnership orjoint venture',an(i' that Agency, Developer and Nonprofit shall not be deemed or
, . ,. -..,
construed for any purpose t() be the age!lt of the other, According]y, except as expressly provided in
this Agreement,.including tlieAttachments hereto, Agency shall have no rights, powers, duties or
obligaiions with respect to the development, operation, maintenance or management of the \
Development.
606. Agency Approvals and Actions. Whenever airef'erence is madeherein.to an action
or approval tobe\mdertak:en liy Agency, the Executive Director of Agency orhis,or her designee is
authorized.to act on behalf of Agency unless specifically provided otherwise orthe law otherwise
requires,
607. CounterpartS; This Agreement may be signed in multiple counterpa.rts whicn,jwhen
signed by all parties, shall constitute a binding agreement. This Agreement is executed in three (3)
originals, each of which is deemed to be an original.
608. Integration., This Agreement, together with the DDA, the Ground Lease, the Loan
Agreement, the Sale Contract and ail attachments and documents executedpursuantthereto,contaiils
the enJireunderstandingbetween the partiesrelating to the transaction contemplated by this
Agreement.
609. Real Estate Brokerage Commission. Agency, Developer and NonprQfit each
represent andwarrani to the other that no broker or finder is entitled to any commission or finder's
fee in, connection with this transaction, and each agrees to defend and hold harmless ihe other from
any claim to any such commission or fee resulting from any action on' its part,
610. Attorneys' F~es. In any action between the parties'to interpret,.enforce, reform,
modify, rescind, or otherwise:inconnection with any of the temsor provisions ofiJiis Agreement,
the prevailing party inthe:actionshall be ,entitled, in addition to any, other relief to which'itmight be
entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable
attorneys' fees.
611. Titles and Captions. Titles and'captions are for convenience' of reference only and
do ,not define, describe, or limit the.scope ,or the intent of this Agreement or of any of its terms,
Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise,
612. Interpretation. As used in this Agreement, masculine" feminine or neuter gender
andihe singular ot. plural number shall each be deemed to include the others where and when the
context so dictates: The word "including" shall be construed asjffollowed by the words "without
limitation," This Agreement shall be interpreted as though'preparedjointly by both parties.
613. No Waiver; A waiver by either party'of a breach of any of the covenants, conditions
or agreements underthis,Agreement to be performed by the other party shall not be construed as a
14
DOCSOC\710513v6\22345,0075
.- .
005,501
waiver ofal1Y succeedingbreach"ofthe same or other covenants, agreements, restrictions or
conditions of this Agreement.
614. Modifications. Ariy,aiteration, change, or modification of or to this Agreement, in
order to become effective; shall be made in writing and in'each instance signed on behalf of each
party
615. Severability. Ifanyterm,provision, condition, or covenant of this Agreement or its
application t~ any party or circumstances shall be held, to any ~xtent, invalid or unenforceable, the
rematnder, of this Agreement, oFthe application of the term, provision, condition or covenant to
personsoHircumstarices.other, than those as to whom or whitn it is held invalid or unenforceable,
shall not be affected, and shall bevalid"and enforceable to the .fullest extent permitted by law \
616. Computation of Time. 1ne time.in which any.act is to be done under this
Agreement is, computed by excltidingthe first day (such as the day escrow opens), and including the
last day, unless the last day is a holiday or Saturday or Sunday, arid then that day is also excluded.
The term "holiday" shall mean all' holidays as specified in Section 6700 and 6701 of the California
GoverrimehtCode, .If any actis.to.be'done by a particular time, during a day, that time shall be
Pacific Time Zone time.
617. Legal Advice. Each party represents and warrants.,tothe other the following: they
have carefully read this Agreemerit, and,in signing this Agreement, they do so with full knowledge of
any right which theyimay have; they have received independent legal advice from their respective
legal counsel as to the matters 'set forth:in this Agreement, or;have knowingly chosen not to'consult
legal counsel.as to the matters set forth in this Agreement; and, they have freely signed this
Agreement without any reliance. upon any agreement, promise, statement or representation by or. on
behalfofthe otherparty, or their respective agents, employees, or attorneys, except as specifically set
forth in this Agreement,.and without-duress or coercion, whether economic or otherwise.
618. Time of Essence. Time is expressly made of the essence with respect to the
performance by the parties of each and every obligation and condition of this Agreement.
619. Cooperation. Each party agrees to cooperate with the other in this transaction and,
in that regard, to sign any and all documents which may be reasonablynecessary, helpful, or
appropriate to carry out the purposes and intent of this Agreement including, but not limited to,
releases or additional agreements.
620, Conflicts ofInterest. No member"official or employee of Agency shall have any
personai interest, direct or indirect, in'thisAgreement, nor shall any such member, officialor
employee participate in any decision relating to the Agreement.which affects his personal interests or
the interests of any limited partnership, partnership or association in which he is directly or indirectly
interested,
621. No Third Party Beneficiaries. Notwithstanding any other provision of this
Agreehieht to tlfe contrary, nothing herein is intended to create any third party beneficiaries to this
Agreement, and no person or entity other than Agency, Beveloper and Nonprofit, and the permitted
successors and assigns of any of them, shall be authorized to enforce the provisions of this
Agreement.
15
DOCSOC\7\ 05\ 3v6122345.007 5
.' 005502.
IN WITNESS WIIEju:OF',Agency, the Developer. and theiNonprofit have executed this
Regulatory Agreement as of the date..first setfi>rth abovt;:
AGENCY:
T AGENCY, a public
By'
A TIEST
. ~ ~Q~~
Secr ry
STO FORM.
Stra rig Yocc Carlson & Rauth
Agen y Legal Counsel
\
LOS ARC ~LIMITEDPARTNERSmp,
a California 'rnited partnership
By' RETI !"fENT HOUSING
FOUND TION, a California nonprofit
cOiporatio its Managing General Partner
By'
-
.
16
DOCSOC\71 051 3v5\22345 .0075
. OOSSar
STATE OF CALIFORNIA )
o \) ) ss.
COUNTY OF ...)Qh 'l'efj'D )
On f\\t.(~pc"i"' S. ~()O~ ,before me, e\,z.a.~~i-I, E ~OIV) ,Notary Public,
I (PrinfName of Notary Public)
personally appeared ~~()v"lA \. -::>0 ~ V)';() VI
..M persomilly known to me
-or-
o proved to me on the basis of satisfactory evidence to be the person~) whose name(s,) is/al'e-
subscribed, to the within,.instrument and acknowledgedto,me that he/she/t~executed the same
in ffis/her/tbeil:-authorized capacity( i@st, and that by ms/her/tbeii' signature(,g) on the instrument the
person(,g.), or the entity-upon behalf ofwhich.tlieperson(stacted, executed the instrument.
~iii -, ~ - ~E,.~~ ,E~H.,~; D'-,EAN,'" .~ .... ~ WITNESS my hand and., official seal.
. Commission' 1256279
- . - - r Z
~. . ,'NDta,y'P,U.b.llc,caliromia l:. jD
j San DMog~County t 'f ~. ~ Q;t~ )
,1.Iy,Comm:ExpIi'eaAPr7;2004 \ ,,) ~ N\
- ,;.. - - - - - - _ _ ____ 'signatureo~
OPTIONAL
Though the data below.is not required by law; it may prove valuable to persons relying on the document and could prevent
fraudulentreattachmentofthis form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
D Individual
D Corporate Officer
I;< Qed. \Gr\-~ 1+f9'n' E'W)PV\-r
Tille(s) . Title Type 0 ocument
D Partner(s) D Limited
D General
D Attorney-In-Fact
o Trustee(S) .
D Guardian/Conservator Number Of Pages
D Other:
Signer. is,representing:
Name Of.Persori(~) Or Eittity(ies)
Date Of I!oCUTne"!1ts
'Signer(s) Other Than Named Above
'" DOCSOC\710513v5\22345.0075
. . . 005504 .
" ~.
INWITNESS'WlIEJtEOF\ Agency, the DeveJopepnd the Nonprofit have executed this
Regulatory Agreement asofthe,date'first set forth above.
AGENCY:
POWAY REDEVELOPMENT AGENCY, a public
body, corporate'and politic
By
ATTEST
\
Secretary
APPROVED AS TO FORM.
Stradling Yoccil' Carlson&. Rauth
Agency Legal Counsel
DEVELOPER:
LOS ARCOS LIMITED PARTNERSHIP,
a California limited partnership
By' Los Arcos RHF'Housihg, Inc.,.aCalifornia
nonprofit corporation, its Managing General
Partner
By fi;1/L (/\M{ ~,tr
. . 1
16
DOCSOC\71 051 3v6\22315,0075
.. . .
005505
NONPROFIT:
RETIREl\fENTHOUSING FOUNDATION, a
California nonprofit public benefit corporation
By" MAil ~ ---t-
y
\
17
DOCSOC\7 105 IJv6\22345.0075
'. . .
OO~i506 '
CALlFORNIAALL.PURPOSE ~CI(NOWLEDGMENT
0'.~-<:.~'X:,":,c.<A,..,-{;..(j{'."J.(~'( :;.c':'(;o.::-7<.A:.-'f."M:'d:.Cf,f:;;{";'d4S;{>:':': ."-c. (';z,~;''{::<:.z''-<.'/~('-<;{--c". -" ....~.::.:, ..,~Y;":';''';<?;S:;('A';;~ ,'<:<?<:X;'C<: Q'~'i;Ri
:'1
~~)!
.',
,\ State Of.Calitornia} ').
, '
r:; 55. :)
,~:~ County of Los Angeles ,;,
"
': 1, On -Au..guat" h J ?C10? before me, P:cIt"r;-ri'j'l ~ _ lJ~l pr " ;'~':
Dale Name and ,Title 01 0 Icer (e,g.. "Jane Doe. Notary PublIC") I">
"
personally appeared Richard T. Washington {
Name{s)of S,gne,.\sJ
, 0 personally known'to me ,
I. W' proved .to me on the basis of satisfactory /
evidence I,
to be the' persori(oj whose nameJll) is/e",
subscribed ",to the within instrument and ~I
acknowledged to me that ha/sllQ1lAey executed /,
PATRICIAE.I'iYLER the same in histl>6<ll!:lai( authorized
.':-'" Commission #"135.9864 ~ capacity(iosj, and that by. hislhe<llheir
~.' _,,; NOlary.iubl\c,c. a. 1i.!Orni" ~ signatur~~) on the instrument the person~). or
.. ... San Francl.scocounlY the entity upon behalf of'which the perso~
. My Comin:'Expires Ju1.4, 2006 acted, executed'-the instrument.
,S,gnature 01 Notary Public
OPTIONAL
Though the information below is not required by law,:it may prove valuable tc? persons relying on 'the document and could prevent
fiaudulenf, removal and reattachment of this form to another documenl.
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Description of;Atlached'Document ,;:
Title or Type otDocument:
Document Date: Number 01 Pages:
Signer(s) Other Than Named Above: "
~, Capacity(ies) Claimed by Signer :,'
~ Ii
,: .
Signer's Name: /
:1 ~ I]
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,
o Individual .Top ollhumb-here )
o Corporate Officer - Titlels): "
o Partner - 0 Limited 0 General
o Altorney'in,Fact
o Trustee ;'
o Guardian or Conservator
o Other")
.: '.;
Signer Is'Represent,ing: "1
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I;;) 1999 National Notary Association- 9350 De SotoA~e_, P.O. Box 2402' Chalsworlh, CA91313.2402 - www,nahonalnotary,org Plod, No, 5907 Reofder: Call T~I.Free 1-800-676-6827
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. . 005507 .
AT,TACHMENTNO 1
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3.;-GATEWAY PARK RD. 36.0'
(STONEGARDEN RD)
SITE MAP
ATTACHMENT NO ]-1
. . . 005.
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ATTACHMENT. 2
SITE LEGAL DESCRiPTION
Los Arcos Senior HousiIi'g
The land referred to herein is situated in the State of Cali fomi a, County of San
Diego, City of Po way, described as follows:
Parcel I of Parcel Map No. 18617 in the City of Poway, County of San Diego,
State of California, recorded in the Office of the .county Recorder of San Diego
County onDecember 27, 2000 as File No. 2000-0708415 of the Official Records.
Attachment 2