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1987-0901_GLENFED DEV CORP_Transmittal Agr to Glenfed twOX, CASTLE & NICHOLSON A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS LAWYERS GEORGE M. Ow GARY A. GLICN TWENTY-EIGHTH FLOOR OF COUNSEL PHILLIP R. NICHOLSONLORA LEE MOORE 2049 CENTURY PARK EAST RICHARD R0 N. CASTLE RONALDLAWRENCE TEPLIN ROBERT M. VANTRES$ LAWRENCE J. TRACY' EICE.E I. 51 SH.PYRN' STANLEY W LAMPORT LO$ ANGELES, CALIFORNIA 90067 JAMES E, BARNETTt STEPHEN G.WATSOND CYNTHIA R. UAINA JAMES P, MT50N CHRIS LL O, NAIMgN TELEPHONE (213) 277-4222 ROBERT G, HLINES T MARIO E D. CA CHRIS L GABLA W. S B. LINES GEORGE KI CALMIN$ II 1. SCOTT W BLACK DOUGLAS B. DAVIDSON JOHN H. MUHL p, SCOTT TORN£R TELECO PIER 12131 277-7889 PHILARTHUR p E. SPAULDIN JANE AI C. STE WA RT ORANGE COUNTY OFFICE ARTHUR O. SPAVLOIN G. JR. JUNE AILIN TELEX 5101006096 5000 BIRCH STREET. SUITE 300 JEFFREY LAPOTA DESS R. PRESS I ANSWERSACK CCNW-LSA NEWPORT BEACH, CALIFORNIA 92660 C.I. A, LE`PZIGER STEVEN A. JUNG (714)476-2111 JOHN S. MILLER, JR, MICHELLE M. OSBORNE FAX )213) 201-0568 KENNETH B. BUSY LORNA M. MELLIES IRA J. WALDMAN BRIAN J. MURPHY JOHN E NICHOLSON STEVEN .. MRAUS OUR FILE NO: SAMUEL H, GRVENBAUM BARRY R, MECPOS CHARLES E NONEMAN ONE H, LEE WILLIAM KAMER KENNETH WILLIAMS February 26, 1988 15838 MARLCNE O. GOOOFRICO .AWN G. FRI£OMPN EVEBARRY G. BEERS MICHAEL CONWAY WRITER'S DIRECT DIAL NUMBER BARRY P, JASILON MAST MICHAEL O. MACSENBNESS ERG JEFFREY . MASTERS ODEA. S. ROSENR. RDBERT G ANFCUSE $USAN J, JACKSON (213) 284-2239 EDWARD LE G. SHIRLEYRAZIEVAMMATHERIE C. MAN VS KV BRADLEY p, FRA 2IER MATHEW A. WAMIN TAVIR C. STEIN MICHAEL J. KIMIN SKY HERB M. WEBER .AVID BC ECRET CARBO HERBERT J. KLCIN JAMES A. CAIPCOP EDYTHE L. IFLAND ON ADAM G.GROSSMANLO$ CAROL M. LIF LA N. ADAM O. ROSSMA DOUGLAS P, BNYOER PHILLIP J_COLLIA$ LISA JOHN R. CAVBLE, JR. LIRA A. STERES MINpY SHEPS BARRY C. SEITON John R. Shaw, Esq. City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: Glenfed Slope Warranty Agreement - Amendment No. 1 Dear Mr. Shaw: I have just received from Ms. Hanover, the City Clerk, executed copies of the Amendment to the Slope Warranty Agreement. Apparently, these crossed in the mail with the executed originals I mailed to you on February 19, 1988. I had added to the recitals the recording date for the Slope Warranty Agreement to assist the title company in locating the document for future title reports. I have made the same change on the enclosed originals, so that the last clause of Recital A includes the recording information. After Ms. Hanover has had the amendment recorded, kindly return a copy to me bearing the recorder's stamp and instrument f� number. John R. Shaw, Esq. February 26, 1988 Page 2 Thanks for your continuing courtesy and cooperation. Best regards . Very truly yours, "T4 Je� D. Masters y JDM/ss02-26-02 Enclosures JDM/12-24-01 12/24/87 "City Copy" RECORDING REQUESTED BY Recording fees exempt due to AND WHEN RECORDED RETURN TO: Government Code 6103 Documentary Transfer Tax - No Consideration City of San Juan Capistrano 32400 Paseo Adelanto222A�e4�� !�� San Juan Capistrano, CA 92675 Mary Ann anover , City Clerk Attention: Mary Ann Hanover , City of an Juan Capistrano City Clerk AMENDMENT NO. 1 TO AGREEMENT ESTABLISHING SLOPE DISPLACEMENT WARRANTY PROGRAM RECITALS A. Glenfed Development Corp. and Glendale Federal Savings & Loan Association, on the one hand, and the City of San Juan Capistrano ( "City" ) , on the other hand, are the parties to that certain Agreement Establishing Slope Displacement Warranty Program ( "Agreement" ) , entered into as of September 1, 1987 , and recorded with the Orange County Recorder on October 20, 1987, as Instrument No. 87-585801. B. The parties to the Agreement desire to amend the Agreement as follows . AGREEMENT 1. As used in this amendment, the terms "Mortgage" and "Development Property" shall have the definitions set forth in that certain Declaration of Covenants, Conditions and Restrictions (Mesa & Loma Vista Park Site, Maintenance Area and Slope Fund Association) , recorded on December 15, 1987 , with the Recorder of the County of Orange, State of California, Instrument No. 87-693146. 2. Notwithstanding any provision of this Agreement to the contrary, no breach or a violation of any provision of this Agreement shall defeat or render invalid the lien of any Mortgage encumbering all or any portion of the Development Property, but all provisions of this Agreement shall be binding upon any person or entity acquiring title to real property to the extent that such real property may be affected by the Agreement whether such acquisition be by judicial foreclosure , trustee' s sale or otherwise. Dated: January 5, 1988 THE CITY OF SAN JUAN CAPISTRANO By: Z AnthonyTdBla4n , CMayor ATTEST: Mary A Hanover , City Clerk, City of San Juan Capistrano Dated: GLENFED DEVELOPMENT CORPORATION By: Its: v OSS J L ) I-Ale Dated: Z�II�p GLENDALE FEDERAL SAVINGS & LOAN ASSOCIATION Bylz.f� Its : , ,C_k Richard Reba1 Approved as to Form and Content: q44V Joh F. Shaw, City Attorney, Cit Pf San Juan Capistrano COX, CASTLE & NICHOLSON By: JdfIrty V. Masters , Attorneys for GLENFED DEVELOPMENT CORP. and GLENDALE FEDERAL SAVINGS & LOAN ASSOCIATION -2- (Corporation) ) GLEM4LE FEDERAL STATE OF CALIFORNIA },ss. SAVINGS AND LOAN ASSOCIATION COUNTY OF Los AngeleS 11 On February 1r 1988 before me,the undersigned,a Notary Public in and for said State,personally appeared R-r1^^rd R ba personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as Exec tf'lye Mice President,and personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as Secretary =•=�_� on behalf of the corporation therein named and '- OFFICIAL SEAL acknowledged to me that such corporation executed C,C/'- �" DORDTNY FRANCES PAGE 'S�� Notary PubNc-Calltomla the within instrument pursuant to it's by-laws or a ,"� LDS ANGELES COUNTY 'resolution of it's board of directors. WITNESS my hand and official seal. I My Comm. Exp.Dec. 15,1989 Signatur'alc X'rn-y�p—}-j��1 r ' � .-cam cnonn »K 3r-A/A"hi F Ce5 Page /" (This area for official notarial seat) CORPORATE ACKNOWLEDGMENT NO.202 State of Californi a On this the 9th day of February 19—M before me, SS. County of Orange Mary Ann Hanover the undersigned Notary Public,personally appeared J. Ross Willard ❑ personally known tome IN proved to me on the basis of satisfactory evidence to be the person( who executed the within instrument as L SEAL Assistant Vice Presidentoronbehalf ofthe corporation therein HANOVER named,and acknowledged #:MA:RYAN1',4 C - CALIFORNIA ged to me that the corporation executed it. E COUNTY WITNESS my hand and official seal. ires APR 20, 1988 Notary's Sign re Me 122 NATIONAL NOTARY ASSOCIATION • 23012 Ventura Blvd. • P.O.Box 4625 • Woodland Hills,CA 91365-4625 CORPORATE ACKNOWLEDGMENT N0.202 State of California Onthisthe 5th dayof January 19�,beforeme, SS. Countyof Orange } Cheryl A. Johnson the undersigned Notary Public, personally appeared Anthony L. Bland and Mary Ann Hanover _ W personally known tome ;e_t OF'r'ICIAL SEAL C proved to me on the basis of satisfactory evidence CHrRYL A JOHNSON "��7- NOTARY nucLc - cnuFORNIA to be the persons)who executed the within instrument as Mayor and Cit Clerk munic al Or,R."{�:� COUNit y y or onb loft rporaI 'a flTerein w�-" fty ccrv:cl. expires NDV il, 1989 named,and acknowledged to me that thdcorporat on executed it. WITNESS my hand and official seal. Chz� aj _ Notary's Sign re 7120122 NATIONAL NOTARY ASSOCIATION 0 23012 Ventura Blvd. • P.O.Box 4625 0 Woodland Hills,CA 91365-4625 88-.I T3645 acquisition be by judicial foreclosure, trustee ' s sale or otherwise. Dated: January S, 1988 THE CITY OF SAN JUAN C-A-PIISSTRRANO By: L%Eaa � Anthony L Bland, Mayor ATTEST: _ Mary A Han ver, City Clerk, City of San Juan Capistrano Dated: GLENFEDLA V O MENT CORPORATION � By: Its : rad _ C-,ur Dated: l - 15 `6 GLENDALE FEDERAL SAVINGS & LOAN ASSOCIATION By: Its : 4j—epct ntt 2 i Approv a to Form and Content : JohnR. haw, City Attorney, City of an Juan Capistrano COX, CAS LE & NICHOLSON By: Je y . Masters , Attorneys for GLENFED DEVELOPMENT CORP. and GLENDALE FEDERAL SAVINGS & LOAN ASSOCIATION -2- (Corporation) ) GLEM4LE FEDERAL STATE OF CALIFORNIA �V CPL cS },5s. SAVINGS AND LOAN ASSOCIATION S COUNTY OnA',) ` A '�` 3 i before me,the undersigned,a Notary Public in and for said State,personally appear/ R�� °S' personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instryr�nt as f t president 4nxd 88_ -173645 \\ personally - - - known to me or proved to me on the basis of satisfactory E�S=Notary CIAL SEALevidence to be the person who executed the within SE C. KENTinstrument ns + ublic-Callfomlaon behalf of the corporation therein named and GELES COUNTYacknowledged to me that such corporation executed the within instrument pursuant to it's by-laws or a �'�'28'19W 'resolution of it's board of directors. WITNESS my he and official fgal. /,' Sionamra� -. - CAT, NO. NNO0737 TO 1945 CA(8-84) (Corporation) TICOR TITLE INSURANCE STATE OF CALIFORNIA ) COUNTYOF LOS Angeles } SS. On January 11 , 1988 )before me, the undersigned, a Notary Public in and for said State,personally appeared Kathleen Dantagnan personally known to me or proved to me on the basis u of satisfactory evidence to be the person who executed - _ -- W - the within instrument as the Vice t President X XXXX}�XX Ly ; p %� �� X ANGELAAL SEAL M. RYBKA • t I7t >.ys tx IX X .„fir NOTARY PUBLIC CAUFORNIA XXXXXXXXXXXXXxx��{XX of the Corporation PRINCIPAL OFFICE IN that executed the within instrument and acknowledged Los ANGELES COUNTY to me that such corporation executed the within instru- NY r4mmesioa UP. Na. 6, 1990 ment pursuant to its by-laws or a resolution board of directors. WITNESS my d and official seal l.A '///�I. lf�/(� Signature 10 1�1 EdJ 'L V`J, (This area for official notarial seal) CORPORATE ACKNOWLEDGMENT Eenia On this the 1st day of March 19 88,before me, ge SS Cheryl A. Johnson IIIthe undersigned Notary Public,personally appeared Anthony L. Bland and Mary Ann Hanover X personally known tome ❑ proved tome on the basis of satisfactory evidence FFICIAL SEALto be the person(s)who executed the within instrument as . \" A K' ifJSONMayor and City Clerk or onbehalf.of.thPP�� oilorati ntherein cu a.I ^r,AmuniciUp6., named,and acknowledgedl]o me that th�corpor i on executed it. "'��. ct;:s ri;7 11, 135WIT ESS my hand and 000fffiichallseal.�� Notary's Sigffature 7120112 NATIONAL NOTARY ASSOCIATION • 23012 Ventura BWd. • P.0 Box 4625 • Wootl\and N\\\s,CA 9\36Sa62s JDM/12-24-01 ± 2/24/87 uri MFT 8 88-173645 C SL1 • r RECORDING REQUESTED BY Recording fees exempt due to AND WHEN RECORDED RETURN TO: Government Code 6103 Documentary Transfer Tax No Consideration City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 gary?AAn anover , City Clerk Attention: Mary Ann Hanover , City of San Juan Capistrano City Clerk AMENDMENT NO. 1 TO AGREEMENT ESTABLISHING SLnPF DISPLACEMENT WARRANTY PROGRAM RECITALS A. Glenfed Development Corp. and Glendale Federal Savings & Loan Association, on the one hand, and the City of San Juan Capistrano ( "City" ) , on the other hand, are the parties to that certain Agreement Establishing Slope Displacement Warranty Program ( "Agreement" ) , entered into as of September 1, 1987, and recorded with the Orange County Recorder on October 20, 1987, as Instrument No. 87- B. The parties to the Agreement desire to amend the 585801. Agreement as follows . AGREEMENT 1 . As used in this amendment, the terms "Mortgage" and "Development Property" shall have the definitions set forth in that certain Declaration of Covenants, Conditions and Restrictions (Mesa & Loma Vista Park Site, Maintenance Area and Slope Fund Association) , recorded on December 15, 1987 , with the Recorder of the County of Orange, State of California, Instrument No. 87-693146 . 2. Notwithstanding any provision of this Agreement to the contrary, no breach or a violation of any provision of this Agreement shall defeat or render invalid the lien of any Mortgage encumbering all or any portion of the Development Property, but all provisions of this Agreement shall be binding upon any person or entity acquiring title to real property to the extent that such real property may be affected by the Agreement whether such RECORDED IN OFF1C1`ht!RECORDS OF ORANGE COUNTY CALIFORNIA -34—m PM WR 15'88' Ct,%i.etL REOORDER GOVERNMENT CODE 27361.7 88- 173645 I certify under penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary LNAY, A . JOHWSQn/ Date Commission Expires 1V6l/G14j32'—/Z-- County where bond is filed (� L Place of Execution SAN J'1JAnJ GAjoaElgdLo Date 4p/2/4 ice}, Signature "City Copy" 87-585801. AECORDING REQUESTSBY Recording fees Ompt due to Government Code 6103 AND WHEN RECORDED RETURN TO: Documentary Transfer Tax - No Consideration City of San Juan Capistrano 32400 Paseo Adelanto ary Ann Ha er, City Clerk San Juan Capistrano, CA 92675 Attention: Mary Ann Hanover City of San an Capistrano City Clerk MEXEMPT C2 AGREEMENT ESTABLISHING SLOPE DISPLACEMENT WARRANTY PROGRAM This Agreement Establishing Slope Displacement Warranty Program ( "Agreement") is entered into as of September 1, 1987, by and between Glenfed Development Corp. and Glendale Federal Savings & Loan Association, on the one hand, and the City of San Juan Capistrano ( "City" ) , on the other hand. RECITALS A. Glenfed Development Corp. is a California corpora- tion and is a wholly-owned subsidiary of Glendale Federal Savings & Loan Association, a federally chartered savings & loan associa- tion. Glenfed Development Corp. and Glendale Federal Savings & Loan Association are collectively referred to herein as "Glenfed" . Glenfed Development Corp. and Glendale Federal Savings & Loan Association are jointly responsible for the obligations imposed upon Glenfed Development Corp. hereunder . B. Glenfed is the developer of the Lomas San Juan residential development located in the City of San Juan Capistrano. RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY. CALIFORNIA JDM08-08-04 .2 i s PM Off Z o r 67 RECOJNTY `�"S"" GOROEF i 81-5858 C. On December 3, 1985, the City Council of the City of San Juan Capistrano ( "Council" ) passed, approved and adopted Resolution No. 85-12-3-5, approving Tentative Tract Map 12423 , Parcel E Area Plan, and composite development plans. Pursuant to the Parcel E Area Plan and composite development plans, Glenfed proposed to subdivide approximately 55 acres of land located in the Glendale Federal planned community (Lomas San Juan) into residential and common lots to provide for the construction of 267 attached dwelling units. D. The Council approved Tentative Tract Map 12423 , the Parcel E Area Plan, and accompanying preliminary grading, landscape, and architectural plans , subject to certain condi- tions, including: 1 . Home Warranty: The provisions of Chapter 8-6 of the Municipal Code (Home Warranty Ordinance) shall apply to any person, firm or corporation selling or offering for sale within the project three or more dwelling units - not previously occupied for residen- tial purposes - during any 12-month period. 3 . Soils Subsidence Insurance: The devel- oper shall participate in a program to insure against damage from soils subsidence. Prior to the issuance of a grading permit for work within Parcel E, the developer shall enter into a program of soils subsidence insurance as established by the City. The insurance elements shall include, but not be limited to named insureds, coverage, deductibles, and premiums . Once the insurance program has been -2- } • 87-58580 put in placed (sic) by the City, the developer shall have the right to show cause within ten calendar days to the City Council why any part of the insurance program is not feasible. The Planning Commission and City Council shall review the insurance program prior to its implementation within this project. E. On December 3 , 1985, the City Council of the City of San Juan Capistrano passed, approved and adopted Resolution No. 85-12-3-6, approving Tentative Tract Map 12262, Parcel F Area Plan, and composite development plans. F. Pursuant to the Parcel F Area Plan and composite development plans, Glenfed proposed to subdivide approximately 93 acres of land located in the Glendale Federal planned community (Lomas San Juan) into residential and common lots to provide for the construction of 196 detached and 40 attached dwelling units . G. The Council approved Tentative Tract Map 12262 , the Parcel F Area Plan, and accompanying preliminary grading, landscape, and architectural plans, subject to certain condi- tions, including: 1. Home Warranty: The provisions of Chapter 8-6 of the Mu icipal Code (Home Warranty Ordinance) shall apply to any person, firm or corporation selling or offering for sale within the project three or more dwelling units - not previously occupied for resi- dential purposes - during any 12-month period. -3- 87-58580 3 . Soils Subsidence Insurance: The developer shall participate in a program to insure against damage from soils subsidence. Prior to the issuance of a grading permit for work within Parcel F, the developer shall enter into a program of soils subsidence insurance as established by the City. The insurance elements shall include, but not be limited to named insureds, coverage, deductibles, and premiums. Once the insurance program has been put in placed (sic) by the City, the developer shall have the right to show cause within ten calendar days to the City Council why any part of the insurance program is not feasible. The Planning Commission and City Council shall review any proposed insurance program prior to its implementation within this project. H. Thereafter , it was determined that the proposed insurance program was not feasible due to unavailability and/or excessive cost of the contemplated soils subsidence insurance. I . In February, 1986 , Glenfed filed grading plans and geotechnical reports with the Department of Community Planning and Development of the City, and made application for grading and on-site improvement permits. The plans and reports were reviewed by the Planning and Building and Safety Divisions of the City to verify compliance with all applicable codes and conditions of approval . The geotechnical aspects of the project were reviewed by the City' s geotechnical consultant. J. On May 20, 1986, the Council accepted the Develop- ment Agreement for On-Site and Off-Site Grading, Improvements, -4- • 87-5851 Landscaping and Irrigation ( "Development Agreement" ) for Parcels E and F. The Development Agreement provides , in pertinent part : Prior to the issuance of a grading permit, the Developer shall submit to the City a plan for providing a soil subsidence insurance program and shall demonstrate that such a program will be in place and operational within ninety ( 90 ) calendar days after issuance of Grading Permit No. 603G. (Development Agreement at Para- graph 3(D) . ) K. On May 20, 1986, the Council passed, approved and adopted Resolution No. 86-5-20-7 , amending Resolutions 85-12-3-5 and 85-12-3-6, so that Conditions 3 of the referenced resolutions were amended to read as follows : The developer shall participate in a program to insure against damage from soil subsi- dence. Within 90 days from date of issuance of grading permits for the work provided for the subject parcel (sic) , the developer shall enter unto a program of soil subsidence insurance established by the City. The insurance elements shall" include, but not be limited to named insureds, coverage( , ) deductibles, and .premiums. In the event that insurance is not available, the developer shall provide an alternative form of security as required by the City. Once the City has formulated an insurance or other viable security option, the developer shall have the right to show cause within ten calendar days to the City Council why any part of the insurance program is not feasible. The Planning Commission and City Council shall -5- • 87-585.1 review the insurance program prior to its implementation within this project . L. By this Agreement, Glenfed will satisfy in full Conditions 3 of the referenced resolutions, as amended by Resolution No. 86-5-2Q-7 M. On May 3, 1983, the Council passed, approved and adopted Ordinance No. 486 of the City of San Juan Capistrano adopting a new Chapter 6, Title 8-Home Warranty Program. Ordinance No. 486 requires every seller, as defined, of dwelling units, as defined, within the City to warrant in writing to the buyer , as defined, of such dwelling units and/or such buyer ' s heirs, devisees, assigns or successors in interest, that the units shall, for a period of three years after the date of sale, be free from faulty workmanship and materials and major construc- tion defects, all as defined in the Ordinance. N. Ordinance No. 486 further requires the seller to deposit "financial security for the warranties" required by the Ordinance in an amount which shall be the equivalent of one percent of the aggregate valuation used to determine building permit fees of the dwelling units covered by the Ordinance. O. Ordinance No. 486 further provides, at Section 8-6 .04 , in pertinent part: -6- 87-585#1 The security shall be in such form and manner as to guarantee and secure the performance of the seller under the terms of such warranties and shall consist of one of the following, at the option of the seller and with the approval of the City: (a) Bond or bonds by one or more duly authorized corporate sureties. (b) A deposit , either with the City or a responsible escrow agent or trust company, of money or negotiable bonds of the kind approved for securing deposits of public moneys; or (c) An instrument of credit, from one or more financial institutions subject to regulation by the state or federal government, pledging that the funds necessary to carry out the warranty are on deposit and guaranteed for payment . P. By this agreement, Glendale will satisfy its obligations under Ordinance No. 486 with respect to financial security, as required by Section 8-6 . 04 of the Municipal Code of the City. AGREEMENT 1. Slope Displacement Warranty. 1 . 1 Warranty. Glenfed warrants for a period of ten years after the date of final grading approval for each tract within Parcels E and F, the manufactured slopes within each such tract against slope displacement, as defined herein. -7- • 8T-58�(3I 1 . 2 Definition. "Slope Displacement" is defined as (a) displacement of soil on a manufactured slope at a depth of two feet or more with vertical movement of one foot or more, regardless of cause, and regardless of the square footage involved, or (b) displacement of soil on a manufactured slope with vertical movement of one foot or more and involving an area of at least 900 square feet, regardless of depth and regardless of cause. 1 .3 Exclusions. Slope Displacement does not include: 1 . 3 .1 Surface cracking and fissures, including without limitation dessication cracks . 1 . 3 . 2 Erosion, defined as the wearing away of the surface of the slope, as opposed to movement of the slope, resulting from the force of water, wind, persons or vehicles moving over the surface, unless erosion ultimately results in Slope Displacement . 1 . 4 Reserved Rights. Glenfed reserves the right to assert claims against any person or entity responsible in whole or in part for displacement of soil on the slopes, whether covered by this definition or not . This Agreement also reserves the right of the homeowners associations for tracts within Parcels E and F to assert claims against any person or entity, including without limitation Glenfed, responsible in whole or in -8- 87-5811 part for displacement of soil, whether covered by this definition or not . These reserved rights are subject to any applicable statutes of limitation, including without limitation the ten-year limitations period provided by California Code of Civil Procedure 337. 15 . 1 . 5 Covered Repairs. During the first five years of the warranty program, Glenfed will make or cause to be made all repairs to correct Slope Displacement . These repairs will be made at Glenfed ' s sole expense. After the end of the fifth year of the warranty program, repairs for Slope Displacement will be financed out of the Homeowner Assessment Fund, defined below. If the amount in the Homeowner Assessment Fund is insufficient to cover the cost of such repairs, Glenfed 's contributions to the slope warranty program will be available to fund covered repair work. Once Glenfed has recovered all of its funding, as provided herein, the sole source of financing for covered repairs will be the Homeowner Assessment Fund. 1 . 6 Penalty. If, during the first five years of the warranty, Glenfed (or its successor ) fails to make reasonably necessary covered repairs, the City Attorney will provide written notice to Glenfed of such failure and provide Glenfed with an opportunity to cure. "Cure" will be defined as commencement of reasonably necessary covered repairs by or on behalf of Glenfed (or its successor ) within 15 calendar days of receipt by Glenfed -9- (or its successor ) of the notice. If Glenfed (or its successor ) fails to commence performance of such repair work within fifteen ( 15) calendar days of Glenfed' s (or its successor ' s) receipt of written notice of the condition as to which the repair work is to be performed, from the City Attorney, then the Council may, by resolution or other official Council action, after a noticed public hearing, authorize the Director of Planning and Community Development ( "Director" ) to apply monies from Glenfed 's Contribution, as defined herein, to perform such work as is reasonably necessary to remedy the condition as to which the repair work is to be performed ( the "Authorized Monies" ) . Glenfed ' s Contribution will be vested in a Glendale Federal Savings account such that the Director can access the funds after such Council action and any judicial reference regarding such action, pursuant to Section 1.8, below. 1 . 7 Public Hearing. Glenfed (or its successor) will be entitled to reasonable notice of such public hearing, will have the right to appear at the hearing where the Council action is considered, and will be entitled to assert any and all defenses which Glenfed (or its successor ) may possess as to such Council action, including without limitation a claim that the work proposed to be performed is not within the scope of Glenfed' s obligations under this Agreement or is not reasonably necessary. -10- 87-58* 1 1 . 8 Dispute Resolution. In the event of a dispute between the City and Glenfed (or its successor ) involving any aspect of the penalty provided for herein, including without limitation the propriety of the Council action provided for herein, such dispute shall be resolved by a judicial reference pursuant to Section 3.8, below. 1. 9 Deemed Reduction In Glenfed' s Contribution. Glenfed agrees and acknowledges that if such Council action is taken properly, pursuant to this Agreement and under the laws of the State of California, then as a penalty for the nonperformance by Glenfed (or its successor) , Glenfed's Contribution will be deemed ( for purposes of the timing of recovery of Glenfed' s Contribution only) to have been reduced by an amount equal to the amount of the Authorized Monies . Under those circumstances, Glenfed' s recovery of its funding from the program will be delayed until the homeowner assessments build sufficiently to compensate for the deemed reduction in Glenfed' s Contribution. 2 . Funding for the Warranty Program. Glenfed' s total contribution to the homeowner warranty program and to the slope warranty program shall be $750,000.00, with $400,000. 00 allocated to the slope warranty program, as provided herein, and the remaining approximately $350, 000. 00 allocated to the homeowner warranty program, as provided herein. Total funding for the slope warranty program will be $900 ,000, consisting of a total -11- 87-58580! contribution by Glenfed of $400,000 ( "Glenfed' s Contribution" ) plus $500, 000 in anticipated homeowner assessments and interest thereon. The homeowner assessments and interest thereon shall be referred to as the "Homeowner Assessment Fund. " Glenfed' s $400,000 will be contributed as follows: $250, 000 contributed immediately upon final grading approval and $150,000 in phased contributions as escrows on lots close, pursuant to the regulations of the California Department of Real Estate. The homeowner assessments will commence on a per-lot basis as escrows for the lots close, consistent with the regulations of the California Department of Real Estate. 2 . 1 Credit . The $250, 000 initial contribution by Glenfed will be deemed to be a credit against Glenfed' s contributions for the Homeowner Warranty Accounts for the last residences in the tracts, rather than the first . 2 . 2 Allocation. The remaining $350,000 of Glenfed' s total contribution of $750, 000 will be allocated to the homeowner warranty program. Glenfed will satisfy its obligations under Section 8-6. 04 of the Municipal Code by opening a passbook savings account for each lot within Parcels E and F upon the close of each escrow in an amount equal to one percent ( 1% ) of the valuation used to determine the building permit fee for each lot (the "Homeowner Warranty Accounts" ) . Monies in each of the Homeowner Warranty Accounts will remain there for the duration of -12- 87-585801 the homeowner warranty period, then be returned to Glenfed, unless such monies are applied pursuant to the terms of Ordinance No. 486. 2.3 Recovery of Glenfed' s Contribution. Glenfed will begin recovering its funding for the slope warranty program commencing at the end of the three-year homeowner warranty period, when homes begin rolling out of the homeowner warranty program. Glenfed' s total contribution of approximately $750 ,000 will over time be reduced to $400,000, which amount will remain in the slope warranty program, subject to Section 2. 4 . 2.4 When the amount in the Homeowner Assessment Fund reaches $500,000 , Glenfed will begin reduction of its remaining $400,000 contribution. All of Glenfed' s Contribution to the slope warranty program will be returned to Glenfed when the amount of homeowner assessments plus interest reaches $900,000 or at the end of year 10 whichever is earlier . 2.5 Replenishment of Fund at the End of Year 10 . If the amount in the Homeowner Assessment Fund is less than $500,000 at the end of year 10, Glenfed will replenish the funding to $500,000 at that time. 2.6 Interest . Glenfed will retain all interest on its $400,000 contribution. The interest on the homeowner assessments will remain in the Homeowner Assessment Fund. -13- 8 -58580 1 2 . 7 Funds Placed in Glendale Federal Savings & Loan Association. All of Glenfed ' s contributions to the slope warranty program and the homeowner warranty program will be maintained in Glendale Federal Savings passbook accounts . The Homeowner Assessment Fund also will be maintained in Glendale Federal Savings passbook accounts . However , the homeowners associations will be permitted to move the Homeowner Assessment Fund to another institution at their option after the homeowners take control of the associations and Glenfed' s control of the associations has ceased, pursuant to the regulations of the California Department of Real Estate. 3. Miscellaneous. 3 .1 The warranty provided herein will apply only to manufactured slope areas within the boundaries of the final tracts within Parcels E and F, prepared by or on behalf of Glenfed. The warranty expressly excludes slope displacement or any other soils movement or failure of slopes, regardless of cause, on or from the ridgeline area. 3 . 2 Appropriate provisions in the CC&Rs and in the deeds will grant Glenfed an exclusive license and right to enter onto common areas and individually-owned lots so that Glenfed or its agents can maintain and inspect all landscaping, irrigation and drainage devices , and all other natural and artificial -14- 87#85801 conditions which affect or might affect the integrity of the slopes which are the subject of the warranty. 3 . 3 Glenfed will in its sole discretion determine the scope of repair work under this Agreement and will direct the work. Such work will be performed by an entity selected by Glenfed and compensated during the first five years of the slope warranty by Glenfed and during years six through ten of the slope warranty from the Homeowner Assessment Fund. 3 . 4 Any proposed alterations by homeowners to the landscaping, grading, irrigation or drainage on their individually-owned property will be subject to review by the board of the appropriate homeowners associations. 3 . 5 In years six through ten of the warranty, an independent claims adjusting service, selected by Glenfed and the City and compensated from the Homeowner Assessment Fund, will adjust all claims for work which are claimed to be within the coverage of the warranty. Claims asserted to be within the coverage of the warranty will be processed by forms provided by the board of the homeowners associations and filed with the independent adjuster, who will promptly adjust such claims after obtaining from Glenfed an analysis of the scope and cost of necessary repair work. 3 . 6 Individual purchaser deeds and the CC&Rs will reference the slope warranty provided herein. -15- � 87�858D I 3. 7 During the period of Glenfed ' s control of the homeowners associations, Glenfed will be responsible for the collection of assessments and placement of such assessments into the passbook accounts referenced herein. During such period, Glenfed will report to the Director of Planning and Community Development of the City of San Juan Capistrano the incidence of covered and noncovered claims, as well as the balances in the accounts containing Glenfed ' s Contribution, the Homeowner Assessment Fund, and amounts allocated to the homeowner warranty program, all as of the date of the report . Glenfed will make such reports on or before January 30 and July 30 of each year in which Glenfed retains control of the homeowners associations . Thereafter, the collection and reporting responsibilities with respect to the Homeowner Assessment Fund will devolve upon the board of directors of the involved homeowners associations. After Glenfed' s control of each homeowners association has ceased, the board of each such association will report to Glenfed the incidence of covered and noncovered claims, as well as the balance in the Homeonwer Assessment Fund as of the date of the report. Such reports will be made on or before January 30 and July 30 of each year. Each such board will also provide to Glenfed at Glenfed' s request any further information and documentation as is reasonably necessary to effectuate the purposes of this Agreement . -16- 8785801 3 . 8 Dispute Resolution. Any dispute arising out of this Agreement shall be heard by a reference pursuant to the provisions of California Code of Civil Procedure Section 638 et. seq. , for a determination to be made which shall be binding upon the parties as if tried before a court or jury. 3 . 8 . 1 Within five ( 5 ) business days after service of a demand by a party hereto, the parties shall agree upon a single referee who shall then try all issues, whether of fact or law, then report a finding and judgment thereon. If the parties are unable to agree upon a referee, either party may seek to have one appointed, pursuant to California Code of Civil Procedure Section 640, by the presiding judge of the Orange County Superior Court . 3 . 8 . 2 The compensation of the referee shall be such charge as is customarily charged by the referee for like services. The cost of such proceedings shall initially be borne equally by the parties . However , the prevailing party in such proceedings shall be entitled, in addition to all other attorney' s fees and costs, to recover its contribution for the cost of the reference as an item of recoverable costs . 3 . 8 . 3 The referee shall apply all California rules of procedure and evidence and shall apply the substantive law of the State of California in deciding the issues to be heard. -17- • 87- 5801 3 . 9 Within 60 days after execution of this Agreement by the parties, the City will enact an ordinance providing that certain developers of hillside property in the City will participate in a slope displacement warranty problem and will provide a form of security for the warranty as required by the City. The ordinance will apply to residential development proposals consisting of (a) ten or more subdivision lots or (b) any development which in the exercise of the City' s reasonable discretion is deemed to involve significant slope stability concerns. 3 . 10 The parties to this Agreement agree to perform such other and further acts and execute such other and further documents as are necessary to effectuate the intent of this Agreement. 3 . 11 The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, define, or limit the scope, intent or interpretation of this Agreement or any provision hereof . 3 . 12 No party or any agent, employee, representative, or attorney of or for any party has made any statement or representation to any other party regarding any fact relied upon in entering into this Agreement, and no party relies upon any statement, representation or promise of any other party or of any agent , employee, representative, or attorney of any -18- • 10-585801 other party, in executing this Agreement, or making this settlement provided for herein, except as expressly stated in this Agreement. 3 . 13 This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions . This Agreement may be amended only by an agreement in writing. 3 . 14 This Agreement is binding upon and shall inure to the benefit of the parties hereto, their respective agents, employees, representatives, assigns, heirs, and successors in interest. 3 . 15 Each party has cooperated in the drafting and the preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party. This Agreement shall be construed under California law. 3 . 16 This Agreement may be executed in counterparts, and when each party has signed and delivered to the other at least one such counterpart, each counterpart shall be deemed an original, and when taken together with the other signed counterparts, shall constitute one agreement, which shall be binding upon and effective as to all parties . -19- 87-5858 3 . 17 All notices given pursuant to this Agreement and all documents to be transmitted shall be sent by United States mail, postage prepaid, certified return receipt requested, as follows : To Glenfed: Glenfed Development Corporation 16601 Ventura Boulevard, Suite 200 Encino, California 91436 Attn: Mr . J. Ross Willard With a copy to: Jeffrey D. Masters, Esq. Cox, Castle & Nicholson Two Century Plaza 2049 Century Park East Suite 2800 Los Angeles, California 90067 -20- 87-58W 1 I To the City: The City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: Mr . Thomas G. Merrell Director, Planning and Community Development John R. Shaw, Esq. City Attorney Dated: September 1, 1987 THE CITY OF SAN JUAN CAPISTRANO By: Anthony L. and Its: May ATTEST: ti- MARY ANN H ER, CITY CLERK (Signatures continued on page 221 -21- 87-585801 CORPORATE ACKNOWLEDGMENT NO.202 State of California Onthisthe 1st dayof September 198L, me, SS. County of Orange Cheryl A. Johnson the undersigned Notary Public,personally appeared Anthony L. Bland and Mary Ann Hanover personally known tome OFFICIAL SEAL Al ❑ roved to me on the basis of satisfactory evidence ,.. A JOHNSON rY o gf ;- NOTARY au>uc - CALIFORNIA to be the person(s)who executed the within instrument as. Try Mayor and City Clerk munic a>f oronbemun°cih clorpora n herein f;,y COm^. el NOV 11, 1989 D) named,and acknowledged to me that the/corporation executed it. WITNESS my hand and official seal. as Notary's Sign re ]120122 NATIONAL NOTARY ASSOCIATION • 23012 Ventura Blvd. PO.Box4625 • Woodland Hill;CA 91365-4625 r � 87-585801 [Signatures continued from page 211 Dated: GLENFED DEVELOPMENT CORPORATION By: Its : Dated: 52=O7"• -30,/1 ,P7 1 GLENDALE FEDERAL SAVINGS & LOAN ASSOCIATION By Its: Approved as to form and content: (Uz' Jo R. Shaw C tjy Attorney C y of San Juan Capistrano Cox, Castle & Nicholson By: VNi4vD h1 dd—k l JLdffteyUD. Masters Attorneys for Glenfed Development Corp. -22- 87-585801 (Corporation) GLEM4LE FEDERAL STATE OF CALIFORp1& ANGELES �iss. SAVINGS AND LOAN ASSOCIATION COUNTY On V On ep em er 30, 1967 ,RICHARD KK [[ee ome %Versigned,a Notary Public in and for said State,personally appeared- personally REtS[-ll personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instfumen as Executive ice President,an4 -------------------------------- ------------------------ personally ictrawrrtomevrproved-to-meorrthe basisof32ttstactory— JACLYOFFICIAL SEAL L ertlenee-to-�fe the lxrsorr-who-execated�fte wrthn �nsuwne�Lac--------------------See<B[a•,Y Notary Public-California W8 ANGELES COUNTY on behalf of the corporation therein named and acknowledged to me that such corporation executed My Comm.Exp.Dae.3o,l9ea the within instrument pursuant to it's by-laws or a EQ resolution of it's board of directors. WITNESS my hand and official seal. Signature�`a'r— C GFS FORM 1252(L 6/82) (This arae for official notarial seal) CAT. NO. NNO0737 TO 1945 CA(8-84) (Corporation) TICOR TITLE INSURANCE STATE OF CALIFORNIA COUNTY OF Los Angeles SS. On September 29 . 1987 before me, the undersigned, a Notary Public in and for said State,personally appeared mak F71]i i personally known to me or proved to me on the basis y of satisfactory evidence to be the person who executed the within instrument as the, Senior Vice X President,*** vvvvvvavvvvv} XXXXXXXXXXXXXXX OFFICIAL SEAL s �ppi�Ep4]�([�Cxxaxxa]xx[n}}[E�xxuxmx}c�xmggs�cax7Exx Xy]{ X�X7xxClx7Cxxgg ANGELA M. RYBKA 7cX7le3E3N7C743{7C}F7f9E�X3E 347E ]PJFRgf VOTARY PUBLIC CALIFOMIA XXXXXxXXXXXXXXx(�F. of the Corporation OS IPAL ANULOr'FICE r LW A/s o E CAL 1,r that executed the within instrument and acknowledged Y1 fswniasir EaF Nos.6, 0Y0: to me that such corporation executed the within instru- ment pursuant to its by-laws or a resolution of its board of directors. WITNESS m and and official seal. Signature �� (This area for official notarial seal) OUNTY OF 1 s a RANGE COUNTY / 30 N. Broadway, RmE 01 V P.O. Box 238 Santa Ana, CA 92702 Telephones 7141834-2500 LEE A. BRANCH COUNTY RECORDER City of San Juan Capistrano April 13 , 1988 City Clerk ' s Department 32400 Paseo Adelanto San Juan Capistrano , CA 92675 We are returning UNRECORDED Admendment No . 1 to Agreement Establishing Slope Displacement Warranty Program naming City of San Juan Capistrano , together with your remittance of $None, Ck . No . None . Second Request The red check mark ( s ) on the document ( s ) indicate problem areas . The notary seal is missing, is illegible or has been altered . The seal must legibly reproduce underep otographic methods . (Gov . Code sec . 8205 ) You may have the notary place a legible seal on the document or complete and attach the enclosed affidavit . LEE A . BRANCH COUNTY RECORDER Ah is Herrn By Deputy ecor er AH: cr �l1 Qe� / r 4 OUNTY OF �I s a RANGE COUNTY RECORDER: 630 N. Broadway, Rm. 101 V P.O. Boz 238 Santa Ana, CA 92702 Telephone. 714/834-2500 LEE A. BRANCH COUNTY RECORDER City Clerk Dept . April R , 1933 City of San Juan Capistrano 32100 Paseo Adelanto San Juan Capistrano , CA 92675 We are returning UNRECORDED Amendent # 1 to Agreement Establishing Slope Displaceruent Warranty Program naming Glenfed Development Corp, together with your remittance of $Alone , Ck . No . None . The red check mark ( s ) on the document ( s ) indicate problem areas . The notary seal is missing , is illegible or has been altered . The seal must legibly re—proTuce under photographic methods . ( Gov . Code sec . 3205 ) The notary signature is missing or incomplete . ( Gov . Code sec . 3207 ) b rn i T M _ m LEE A . BRANCH COUNTY RECORDER By Li Austin Deputy Recorder LA : jg TDM/12-24-01 a/24/87 • "Glenfed Copy" RECORDING REQUESTED BY Recording fees exempt due to AND WHEN RECORDED RETURN TO: Government Code 6103 Documentary Transfer Tax - No Consideration City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Mary Ann Hanover, City Clerk Attention: Mary Ann Hanover , City of San Juan Capistrano City Clerk AMENDMENT NO. 1 TO AGREEMENT ESTABLISHING SLOPE DISPLACEMENT WARRANTY PROGRAM RECITALS A. Glenfed Development Corp. and Glendale Federal Savings & Loan Association, on the one hand, and the City of San Juan Capistrano ( "City" ) , on the other hand, are the parties to that certain Agreement Establishing Slope Displacement Warranty Program ( "Agreement" ) , entered into as of September 1, 1987 . and recorded with the Orange County Recorder on October 20, 1987, as Instrument No. 87-585801. B. The parties to the Agreement desire to amend the Agreement as follows . AGREEMENT 1 . As used in this amendment , the terms "Mortgage" and "Development Property" shall have the definitions set forth in that certain Declaration of Covenants, Conditions and Restrictions (Mesa & Loma Vista Park Site, Maintenance Area and Slope Fund Association) , recorded on December 15, 1987 , with the Recorder of the County of Orange, State of California, Instrument No. 87-693146. 2. Notwithstanding any provision of this Agreement to the contrary, no breach or a violation of any provision of this Agreement shall defeat or render invalid the lien of any Mortgage encumbering all or any portion of the Development Property, but all provisions of this Agreement shall be binding upon any person or entity acquiring title to real property to the extent that such real property may be affected by the Agreement whether such acquisition be by judicial foreclosure, trustee ' s sale or otherwise. Dated: January 5, 1988 THE CITY OF SAN JUAN CAAPI�STRANO By: Anthony L Bland, Mayor ATTEST: Mary A Hano er, City r Clek, City of San Juan Capistrano Dated: � 10, GLENFED DEVELOPMENT CORPORATION . � By: z4v Its : Dated: GLENDALE FEDERAL SAVINGS & LOAN r ASSOCIATION By; Its: .�`.i . -_ ice' fC • � Approved as to Form and Content : Q 4 Joh . Shaw, City Attorney, Citf San Juan Capistrano COX, CASTLE & NICyHOL'SONd4�By: � IV Jef y D Masters, Attorneys for GLENFED DEVELOPMENT CORP. and GLENDALE FEDERAL SAVINGS & LOAN ASSOCIATION -2- (Corporation) GLEM4LE FEDERAL STATE OF CALIFORNIA },ss. SAVINGS AND LOAN ASSOCIATION COUNTY OF Los Angeles ) On February 1, 1988, before me,the undersigned,a Notary Public in and for said State,personally appeared Richard Rebal personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as Executive Vice President,and personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as Secretary _ on behalf of the corporation therein named and OFFICIAL SEAL ' acknowledged to me that such corporation executed DOROTHY FRANCES PAGE Notary Putale-CallPomle - the within instrument pursuant to it's by-laws or a s LOS ARGELES CAGNTY ,resolution of it's board of directors. WITNESS /mAy hand and official seal. My Comm. Exp. Dec. 15,7969 Signatur ro y rances Page _GFS FORM 1252(L 6/82) (This area for official notarial seat) MEMBERS OF THE CITY COUNCIL ANTHONY L. BLAND LAWRENCE FEIM KENNETH E. FRIESS It Ali ffXtp �i X961 GARY L. RFER R. SCHW V70 PHILLIP R. SCARTZE • CITY MANAGER STEPHEN B JULIAN February 18, 1988 Jeffrey D. Masters Cox, Castle, and Nicholson 2049 Century Park East, Suite 2800 Los Angeles, California 90067 Re: Slope Warranty Warranty Program, Amendment No, l (Glendale Federal)Amendment No. 1 (Glendale Federal) Dear Mr. Masters: Enclosed are two copies of the Amendment No. 1 to Agreement Establishing Slope Displacement Warranty Program between the City of San Juan Capistrano, Glendale Development Corporation, and Glendale Federal Savings and Loan Association. Please sign both copies of the Agreement as Attorney for Glenfed Development Corporation and Glendale Federal Savings and Loan Association and return them to this office. Thank you for your cooperation. Very truly yours, Mary Ann Hairover, CMC City Clerk MAH/mac Enclosures 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 MEMBERS OF THE CITY COUNCIL M� ANTHONY L. BLAND LAWRENCE F. BUCHH EIM � . M.... KENNETH E. FRIES .... S IflAlIRn10 1861 GARY L. HAUSDORFER 1776 PHILLIP R. SCHWARTZE 0/A\ • CITY MANAGER STEPHEN B JULIAN January 13, 1988 Ross Willard Glenfed Development Corporation 32221 Camino Capistrano B-105, Suite 311 San Juan Capistrano, California 92675 Re: Sloe Warrant Pro ram/Securit Agreement and Amendment No. 1 (Glendale Federal Dear Mr. Willard: The City Council of the City of San Juan Capistrano at its regular meeting held January 5, 1988, approved the Slope Warranty Program Security Agreement and Amendatory Agreement between Glenfed Development Corporation, Glendale Federal Savings and Loan Association, and the City. Enclosed is a fully executed copy of the Security Agreement for your records. Also enclosed are two copies of the Amendatory Agreement which have been executed by the City. Please have them signed by Glenfed Development Corporation and Glendale Federal Savings and Loan Association and return the "City Copy" to this office. The City's copy of the Agreement will be forwarded for recording; therefore, the signatures need to be notarized. The second copy of the Amendatory Agreement is for your records. Thank you for your cooperation. If we can be of further assistance, please call. Very truly yours, �2�� Mary Ann over, CMC City Clerk MAH/mac Enclosures cc: City Attorney 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 lob Jd/. LA14UJ 12/16/87 • "Cit py" SECURITY AGREEMENT THIS SECURITY AGREEMENT ( "Agreement" ) is made this Sri, day of Jsnunry , 198g, by GLENFED DEVELOPMENT CORP. , a California corporation, and GLENDALE FEDERAL SAVINGS & LOAN ASSOCIATION, a federally chartered savings & loan association, hereinafter collectively referred to as "Glenfed" , in favor and for the benefit of the CITY OF SAN JUAN CAPISTRANO, hereinafter referred to as the "City" , with reference to the following: R E C I T A L S A. Glenfed is the developer of the Lomas San Juan residential development located in the City of San Juan Capistrano ( the "Development" ) . Glenfed and the City are parties to that certain Agreement Establishing Slope Displacement Warranty Program, dated September 1 , 1987 ( the "Slope Fund Agreement" ) . All capitalized terms used herein shall have the same meaning as set forth in the Slope Fund Agreement unless otherwise indicated. A true copy and correct copy of the Slope Fund Agreement is attached is Exhibit 1. B. Pursuant to Paragraph 1 . 1 of the Slope Fund Agreement , Glenfed provides a ten-year warranty against Slope Displacement with respect to the manufactured slopes within each tract within Parcels E and F of the Development ( the "Warranty" ) . C. Pursuant to Paragraph 2 et seq. of the Slope Fund Agreement, Glenfed will deposit into a Glendale Federal Savings & Loan Association passbook account ( the "Warranting Parties Fund Account" ) , the sum of approximately Four Hundred Thousand Dollars ( "Glenfed ' s Contribution" ) , together with certain other sums . Glenfed' s Contribution is intended to secure the performance by Glenfed, at its sole expense, of any necessary Slope Displacement repairs during the first five years of the Warranty. D. Pursuant to Paragraph 1 . 6 et sec . of the Slope Fund Agreement, should Glenfed fail to make reasonably necessary covered repairs during the first five years at the Warranty, the City Attorney will provide written notice to Glenfed of such failure and provide Glenfed with an opportunity to cure . In the event that Glenfed fails to commence such repairs within the period provided, the City Council may, by resolution or other official Council action, after a noticed public hearing, author- ize the Director of Planning and Community Development ( "Director" ) to apply monies from Glenfed ' s Contribution to perform such work, subject to other provisions of the Slope Fund Agreement, as described in sections 2 ( c) and (d) , below. E. By the terms of the Slope Fund Agreement, Glenfed will satisfy its obligations under City Ordinance No. 486 ( the "Homeowners Warranty Ordinance" ) . F. Pursuant to Paragraph 2 et seq. of the Slope Fund Agreement, Glenfed will also deposit into the Warranting Parties Fund Account the sum of approximately $350,000 ( the "Homeowners Warranty Portion" ) , which is intended to secure the performance by Glenfed of its obligations under Section 8-6 . 06(b) of the Homeowners Warranty Ordinance. G. Section 8-6 . 06 (c) of the Homeowners Warranty Ordinance provides that, should Glenfed fail or refuse to discharge its obligation( s) as specified in Section 8-6 . 06 (b) , the City will, upon request of the homeowner making the claim under the Homeowners Warranty Ordinance, cause the covered defects to be corrected. Any and all costs and expenses incurred in connection with such correction shall be deducted from the Homeowners Warranty Portion of the Warranting Parties Fund Account . H. The City and Glenfed agree that should a dispute arise as to whether Glenfed has discharged its obligation( s) as specified in Section 8-6 . 06 (b) , such dispute will be resolved by judicial reference, pursuant to the procedures set forth in Section 3 . 8 of the Slope Fund Agreement . I . This Security Agreement is intended to provide the exclusive means , unless the parties agree otherwise in writing , for the Director to ( i ) access Glenfed' s Contribution pursuant to sections 1 . 6-1 . 8 of the Slope Fund Agreement, and ( ii ) access the Homeowners Warranty Portion of the Warranting Parties Fund Account . Glenfed agrees to grant the City a security interest in and to all of Glenfed' s right and interest in the Warranting Parties Fund Account on the terms and conditions provided herein . NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and agreements hereinafter contained, the parties hereto agree as follows : 1 . TheSecurity Agreement . Glenfed hereby grants to the City a security interest in the deposit account containing Glenfed' s Contribution and the Homeowners Warranty Portion, but excluding interest thereon ( the "Collateral" ) . 2 . Glenfed ' s Obligations . The security interest in the Collateral granted hereby is given to permit the Director to obtain access to the funds in the account holding Glenfed ' s Contribution and the Homeowners Warranty Portion on the following terms and conditions : -2- 2.1 As To The Slope Warranty. (a) During the first five years of the slope warranty program, Glenfed (or its successor ) will make or cause to be made all repairs to correct Slope Displacement . These repairs will be made at Glenfed ' s sole expense. ( Slope Fund Agreement S 1 . 5 . ) (b) If, during the first five years of the slope warranty, Glenfed (or its successor ) fails to make reason- ably necessary covered repairs, the City Attorney will provide written notice to Glenfed (or its successor ) of such failure and provide Glenfed (or its successor ) with an opportunity to cure. "Cure" will be defined as commencement of reasonably necessary covered repairs by or on behalf of Glenfed (or its successor ) within 15 calendar days of receipt by Glenfed (or its successor ) of the notice. If Glenfed (or its successor) fails to commence performance of such repair work within fifteen ( 15) calendar days of Glenfed ' s (or its successor ' s ) receipt of written notice of the condition as to which the repair work is to be performed, from the City Attorney, then the City Council may, by resolution or other official Council action, after a noticed public hearing, authorize the Director to apply monies from Glenfed' s Contribu- tion, as defined in the Slope Fund Agreement , to perform such work as is reasonably necessary to remedy the condition as to which the repair work is to be performed ( the "Authorized Monies" ) . ( Slope Fund Agreement § 1 . 6 . ) ( c) Glenfed ( or its successor ) will be entitled to reasonable notice of such public hearing, will have the right to appear at the hearing where the Council action is considered, and will be entitled to assert any and all defenses which Glenfed (or its successor ) may possess as to such Council action, including without limitation a claim that the work proposed to be performed is not within the scope of Glenfed ' s obligations under the Slope Fund Agreement or is not reasonably necessary. ( Slope Fund Agreement § 1 . 7 . ) (d) In the event of a dispute between the City and Glenfed ( or its successor ) involving any aspect of the provisions of sections 1 . 5 through 1 . 7 of the Slope Fund Agree- ment, including without limitation the propriety of the Council action provided for therein, such dispute shall be resolved by a judicial reference pursuant to Section 3 . 8 of the Slope Fund Agreement . ( Slope Fund Agreement § 1 . 8 . ) -3- 2. 2 As To The Homeowners Warranty. In the event of a dispute between the City and Glenfed involving Glenfed ' s performance of its Warranty Obliga- tions or Glenfed' s alleged failure or refusal to perform such obligations, such dispute shall be resolved by a judicial reference pursuant to the procedures set forth in Section 3 .8 of the Slope Fund Agreement. 3. Glenfed' s Representations and Warranties . Glenfed hereby represents and warrants to the City as follows : (a) Glenfed shall not sell, encumber or otherwise voluntarily or involuntarily transfer or dispose of the Collateral or any portion thereof, or create, permit or suffer any encumbrances thereon without the prior written consent of the City. (b) Glenfed shall not permit any lien or security interest other than that created hereby to attach to the Collateral , or permit the Collateral to be levied upon, attached or seized, nor subject to any other legal or equitable process of any kind or character . Glenfed will defend the Collateral against the claims and demands of all persons . ( c) Glenfed shall give any notices and take any other actions reasonably requested by the City, to perfect, continue the perfection of or protect the priority of the security interest granted under this Agreement . 4 . Enforcement . 4 . 1 As To The Slope Warranty. (a) After opening the Warranting Parties Fund Account , Glenfed will notify the City Attorney in writing of the account number and the office of Glendale Federal Savings & Loan Association where the Warranting Parties Fund Account is main- tained ( the "Office" ) . The City may enforce its security interest and withdraw funds from the Account by presenting a written demand and a certified copy of the record of the official City Council action contemplated by sections 1 . 6 and 1 . 7 of the Slope Fund Agreement , together with a certified copy of the referee ' s report and judgment thereon, if any, contemplated by sections 1 . 8 and 3 . 8 of the Slope Fund Agreement, to Richard Rebal (or his successor ) ,, Executive Vice President, Investment Lending, Glendale Federal Savings & Loan Association, 700 North Brand Blvd. , Glendale, California 91206. A copy of the demand and supporting documents will be personally served by the City on -4- Glenfed and its counsel not less than two business days prior to presentation of the demand to Glendale Federal Savings & Loan Association. (b) The City shall be entitled to enforce its security interest and withdraw funds from the Warranting Parties Fund Account only after full compliance with the provisions of sections 1. 6 through 1 . 8 of the Slope Fund Agreement , including without limitation notice to Glenfed (or its successor ) and opportunity to cure, official City Council action, and any judicial reference and judgment thereon. The remedy provided for herein shall be the City' s sole and exclusive remedy as to the Warranting Parties Fund Account and Glenfed ' s Contribution under the Uniform Commercial Code and/or any other state or federal law. 4 . 2 As To The Homeowners Warranty. (a) The City may enforce its security interest and withdraw funds from the Account by presenting a written demand and a certified copy of the referee ' s report and judgment thereon, if any, contemplated by Section 3 . 8 of the Slope Fund Agreement , to Richard Rebal (or his successor ) , Executive Vice President, Investment Lending, Glendale Federal Savings & Loan Association, 700 North Brand Boulevard, Glendale, California 91206 . A copy of the demand and supporting documents will be personally served by the City on Glenfed and its counsel not less than two business days prior to presentation of the demand to Glendale Federal Savings & Loan Association. ( b) The City shall be entitled to enforce its security interest and withdraw funds from the Homeowners warranty Portion of the Warranting Parties Fund Account only after full compliance with the provisions of the Homeowners Warranty ordinance and any judicial reference and judgment thereon contemplated by this Agreement . The remedy provided for herein shall be the City ' s sole and exclusive remedy as to the Homeowners Warranty Portion of the Warranting Parties Fund Account under the Uniform Commercial Code and/or any other state or federal law. 5 . Termination. This Agreement and the security interest in the Collateral will terminate on the date which is five years after the Warranty commences to run on the last tract within parcels E and F of the Development to which the Warranty applies, except that the security interest in the Homeowners Warranty Portion of the Warranting Parties Fund Account will terminate on the date which is . three years after the homeowners -5- warranty commences to run on the last unit within Parcels E and F of the Development to which the homeowners warranty applies . 6 . Governing Law. This Agreement shall be governed by and construed in accordance with, and enforced under , the laws of the State of California. Any dispute arising out of this Agreement , or the Slope Fund Agreement, shall be resolved pursuant to the provisions of section 3 . 8 of the Slope Fund Agreement . 7 . Notice. All written notices, demands and requests of any kind which either party may require or may desire to serve upon the other party in connection with this Agreement may be served (as an alternative to personal service) by registered or certified mail , return receipt requested. Any such notice or demand so served by registered or certified mail, shall be deposited in the United States mail with postage thereon, fully prepaid, registered or certified, and addressed to the parties to be served as follows : If to Glenfed: Glenfed Development Corporation 16601 Ventura Blvd. , Suite 200 Encino, CA 91436 Attn: J. Ross Willard With a copy to: Cox, Castle & Nicholson 2049 Century Park East 28th Floor Los Angeles , CA 90067 Attn: Jeffrey D. .Masters , Esq. If to the City: The City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Thomas G. Merrell , Director , Planning and Community Development John R. Shaw, Esq. City Attorney Service of any such notice or demand so made by mail shall be deemed complete on the day of actual delivery thereof as shown by the addressee ' s registry or certification receipt or at the expiration of the third ( 3rd) day after the date of mailing , whichever is earlier in time. Either party hereto may from time to time by notice in writing served upon the other as aforesaid designated a different mailing address or a different or addi- -6- tional person to which all such notices or demands thereafter are to be addressed. 8 . Time of Essence. Time is hereby declared to be of the essence of this Agreement and of every part hereof. 9 . Modifications . The provisions of this Agreement may not be amended or altered except by a written instrument duly executed by each of the parties hereto. 10 . Severability. Should any one or more provisions of this Agreement be determined to be illegal or unenforceable, all other provisions of this Agreement nevertheless shall be effec- tive. 11 . Agreements in Counterpart . This Agreement may be executed in several counterparts , and all so executed shall constitute one Agreement , binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the original of the same counterpart. 12 . Survival of Rights. Except as otherwise provided to the contrary elsewhere in this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, their personal representatives, heirs, successors and assigns. 13 . Section Headings . The headings contained in this Agreement in no way define, limit, extend or interpret the scope of this Agreement or of any particular section, and are used solely for the convenience of the parties . 14 . Number and Gender . Whenever the singular number is used in this Agreement and when required by the context the same shall include the plural , and the masculine gender shall include the feminine and neuter genders . 15 . Integrated Agreement . Except as otherwise expressly provided elsewhere herein, this Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior written and oral, and all contemporaneous oral agreements , understandings , restrictions , representations or warranties among the parties other than those set forth herein or herein provided for . -7- IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written. "Glenfed" GLENFED DEVELOPMENT CORPORATION, a Californ' a corporation By: Its: "Glendale" GLENDALE FEDERAL SAVINGS & LOAN ASSOCIATION, a federally chartered savings and loan association BY: Z-52 Its: "The City" CITY OF SAN JUAN CAP/I�STR�ANO By: Its : An Mayor APPROVED AS T F By: Its : jDhn Sb& A ATTEST: Mary Ann nover , City Clerk -8- AGENDA ITEM: January 5, 1987 TO: Stephen B. Julian, City Manager FROM: John I2. Shaw, City Attorney SUBJECT: Glendale Federal Slope Warranty Program/Wrap-up Documents SITUATION: Attached are two wrap-up documents relating to the Glendale Federal Slope Warranty program. These consist of a "Security Agreement" and "Amendatory Agreement" to the earlier slope warranty agreement approved by the City Council. By way of background, the City Council, on September 1, 1987, approved the slope warranty program which is embodied in an agreement between GlenFed and City. Since the approval of that agreement, GlenFed has filed CC&Rs approved by this office which fully implement the slope warranty program as set forth in the underlying agreement. Recently, GlenFed filed documents evidencing the creation of a slope "warranting fund" consisting of the initial deposit of $250,000. Thus, the initial funding mechanism for slope displacement is now in place. The attached Security Agreement in essence provides that City has the right to access the slope warranty fund monies in the event of an occurrence and failure to repair damages by GlenFed. The Security Agreement will act in much the same way that a letter of credit would operate. The Security Agreement is fully consistent with the underlying slope agreement and the CC&Rs for the project. The second agreement referred to as the "Agreement No. 1" provides that the slope warranty program shall not invalidate the lien of any mortgage affecting the property covered under the slope agreement. This is only a technical change requested by GlenFed which will not adversely affect the operation of the slope fund. COMMISSION/BOARD REVIEW, RECOMMENDATION: Not applicable. FINANCIAL CONSIDERATIONS: None. NOTIFICATION: Not applicable. ALTERNATE ACTIONS: 1. Table matter. 2. Approve the Security Agreement and the Amendatory Agreement. y:-WNCR, AGENDA RECOMMENDATION: Approve the Security Agreement and Amendatory Agreement and authorize the Mayor to execute same. Respectfully submitted, �— - 9ZR. SHAW City Attorney 7RS/ef o00 Attachments The Director of Administrative Services was appointed as coordinator for the program. 2. REVISED COMMISSIONER HANDBOOK (110.10) Written Communications: Report dated September 1, 1987, from the Assistant City Manager, forwarding a revised Commissioner Handbook for review and comment. The report set forth highlights of the Handbook and advised that the book was intended to be an orientation and reference resource for commissioners. Comments will be incorporated into the final draft, which was tentatively scheduled for adoption at the September 15th meeting. The report further advised that staff was developing a one-day training program which would discuss short- and long-term plans and goals and stress positive communications. The proposed training program will be scheduled for Council review in the near future. Council concurred with Councilman Friess' suggestion for inclusion of a follow-up review to assure an understanding of the topics presented in the Commissioner Handbook. The Assistant City Manager was commended for the quality of the Handbook. CITY ATTORNEY 1. SLOPE DISPLACEMENT WARRANTY PROGRAM AGREEMENT 7 TRACT 12423 GLENDALE FEDERAL 600.30 Written Communications: Report dated September 1, 1987, from the City Attorney, forwarding an agreement which would implement the slope displacement warranty program required as a condition of approval of the Glenfed Tract 12423. The program provides for a source of funds to pay for damages occurring because of soil subsidence. The warranty will be effective for a period of ten years after the date of final grading approval for each tract within Parcels E and F. Funds in the amount of $750,000 will be deposited by Glenfed over a phased period within the 10-year program; $400,000 will be allocated to the slope warranty program and $350,000 will be allocated to the home warranty program. Additionally, funding will be deposited through monthly contributions from lot owners over the 10-year period to total $500,000. Total funding of the slope warranty, program will be $900,000. The City's Home Warranty requirements were incorporated into the agreement. Due to the requirement that Glenfed deposit 1% of improvements into the slope displacement warranty program, the existing Home Warranty Program requirement will be waived. The City Attorney discussed the proposed funding mechanism. He noted that the program will be implemented through the CC&R's and the White Paper Report. Ross Willard, Glenfed Development, advised that each homeowner would be required to sign as having read the White Paper Report, which would contain information about the program. He stated that there were no plans to post notices in the sales offices. Fie further advised that the monthly homeowner assessment for the program was estimated at $20. -7- 9/1187 _ A Councilman Hausdorfer cited concerns regarding notification of home buyers. He noted Glenfed's request that the City enact an ordinance requiring all significant hillside development to be subject to the same type of requirements imposed through this agreement. He stated concerns that the City not be committed to the program on a permanent basis in the event that it cannot be legally imposed or that it does not ultimately meet the City's needs. He cited additional concerns regarding long- term management of the program. Discussion ensued regarding additional notification and management of the funds. Mr. Willard stated there would be no problem with an additional notice as part of the escrow package. Approval of Slope Displacement Warranty Agreement: It was moved by Councilman Friess, seconded by Councilman Schwartze and unanimously carried to approve the agreement between the City, Glenfed and Glendale Federal which establishes the Slope Displacement Warranty Program, with the addition of a mutually-agreed upon form of homeowner notification regarding the Program and the monthly assessment. The Mayor and City Clerk were authorized to execute the agreement on behalf of the City. DIRECTOR OF COMMUNITY PLANNING AND DEVELOPMENT 1. APPEAL OF ARCHITECTURAL BOARD OF REVIEW ACTION - MODIFICATION TO SIGN PROGRAM ARCHITECTURAL CONTROL 84-9 CAPISTRANO INDUSTRIAL CENTER CONTINUED 410.60 Written Communications: Report dated September 1, 1987, from the Director of Community Planning and Development, recommending continuance of the item due to the complexity of issues raised by the property owner. Continuation of Appeal: There was a consensus of Council to continue the appeal to the meeting of September 15, 1987. DIRECTOR OF PUBLIC WORKS 1. APPROVAL OF SPECIFICATIONS AND CALL FOR BIDS - STREET SWEEPER 370.30 Written Communications: Report dated September 1, 1987, from the Director of Public Works, advising that the current 1980 model mobile street sweeper had reached the end of its effective service life. A recent study completed to evaluate the current street sweeping operations had substantiated the need to purchase a new street sweeper and continue with the in-house street sweepinprogram. Cost for a new sweeper was estimated at $95,000; funds in the amount of V00,000 were budgeted in the Internal Service Fund 16-6313-4440-000. Approval of Specifications/Call for Bids: It was moved by Councilman Hausdorfer, seconded by Councilman Buchheim and unanimously carried to approve the specifications and call for bids for purchase of a new street sweeper. -8- 9/1/87 MEMORANDUM T(> Department Secretaries FROM: Mary Ann Hanover, City Clerk DATE: December 15, 1987 SUBJECT: Mailings for Glenfed Development Corporation My Department had a call from Ross Willard of Glenfed Development Corporation. In the past,mailings for Glenfed Development have been directed to Michael Hines. In the future, he asked they be forwarded to him instead of Michael Hines at the following address: Ross Willard Glenfed Development Corporation 32221 Camino Capistrano B-105, Suite 311 San Juan Capistrano, California 92675 Please update your files. )2. MARY ANN ANOVER MAH/mac AGENDA ITEM: September 1, 1987 TO: Stephen B. Julian, City Manager FROM: John R. Shaw, City Attorney SUBJECT: Glenfed Soils Warranty Agreement SITUATION: After many months of negotiations, staff, the City Council subcommittee, and Glenfed have reached a basic agreement on a methodology to implement the soils warranty program required of Glenfed in its subdivision approval for subdivision tract 12423. This subdivsion consists of approximately 500 homes. The following is a brief overview of the key provisions of the tentative agreement between the City, Glenfed, and Glendale Federal Savings & Loan Association which agreement is attached for Council consideration. 1. Nature of Soils Warranty Program. The agreement calls for a soils warranty program which in essence provides that there shall be a source of funds to pay for damages occurring because of soil subsidence. The type of damages covered under the program are specifically defined in Paragraph 1 of the agreement. The definition is: "1.2 Definition. 'Slope Displacement' is defined as (a) dis- placement of soil on a manufactured slope at a depth of two feet or more with vertical movement of one foot or more, regardless of cause of cause, and regardless of the square footage involved, or (b) displacement of soil on a manufactured slope with vertical movement of one foot or more and involving an area of a least 900 square feet, regardless of depth and regardless of cause." 2. Soils Warranty Funding Mechanism. The agreement calls for funding to consist of two components. The first component is funding directly from Glenfed in the amount of $750,000 which shall be deposited over a phased period within the 10 year program. The second component of funding will come from monthly contributions from lot owners over the 10 year period. More specifically, Glenfed will immediately post $250,000 cash. The $250,000 shall be rapidly supplemented up to a total amount of $750,000, and this funding shall come from home warranty payments on each house as they are sold by Glenfed. It is anticipated that the total amount contributed by Glenfed shall rise to $750,000 over a 3 to 7 year period. The reason for this approach is that Glenfed has offered to undertake this mechanism as a substitute for the City's existing home warranty program. As you will recall, the home warranty program requires each developer to pay 1% of the value of the improvements to a home warranty account. Under the agreement with Glenfed, this requirement would be waived by Glenfed paying 1 f improvements into the soils warranty program. HU � , . • Agenda Item: Glenfed Soils Warranty Agreement September 1, 1987 Page Two (In the agreement, Glenfed will promise to take care of any defective workmanship problems that occur after the first 3 years of construction). Thus, what we are doing is having Glenfed provide this new funding mechanism for soils warranty protection in place of the 3 year home warranty proram found in the Municipal Code. It is also provided that lot owners will begin contributing monthly assessments toward the soils warranty account. As this fund begins to build up, namely to a level of $500,000, Glenfed would be able, at the end of the 10 year warranty program, to recover its $750,000 funding. (See Para. 2). 3. Program Protection in the Event of Occurrence. Should damage occur within the project, the agreement provides built in protection for repair of the damage without argument over causation or fault. Should an event occur during the first 5 years, Glenfed would have to pay for the damage out of its own pocket without resorting to the soils warranty account. In the event of damage between years 6 and 10, the soils warranty account itself would be responsible for repair of the damage. Should the cost of repairs exceed the amount of the fund, Glenfed would be responsible for the difference. (See Para. 1.5). 4. Written Warranty. The agreement requires that Glenfed and Glendale Federal execute a written warranty in favor of purchasers of the property, guaranteeing the workmanship of the slopes (See Para. 1.0. 5. Funds Held by Glendale Federal. The initial seed funding and monthly assessments shall be deposited directly with Glendale Federal. In the case of the homeowner assessments, those funds can be moved to an independent account once the homeowners board is controlled by individual lot owners (See Para. 2.7). 6. Claims Adjusting. In the event of an occurrence in years 6 through 10, Glenfed and the City shall select a claims adjuster who will handle all aspects of adjusting the amount of the claim. (See Para. 3.5). 7. Soils Warranty Ordinance. At Paragraph 3.10, Glenfed has requested that the City enact an ordinance requiring all significant hillside development to be subject to the same type of requirements now imposed through this agreement. Staff has indicated to Glenfed that we have no general objections to this. This office has already prepared such an ordinance which will be submitted to Council for consideration at the second meeting in September. (See Para. 3.10). Agenda Item Re. Glenfed Soils Warranty Agreement September 1, 1987 Page Two Finally, it is noted that the CC&Rs for the Glenfed project will incorporate and add to the key provisions of this agreement so as to make the program fully operational. This office will closely review the CC&Rs once they are submitted by Glenfed to the City. COMMISSION/BOARD REVIEW, RECOMMENDATION: Not applicable. FINANCIAL CONSIDERATIONS: None. NOTIFICATION• Not applicable. ALTERNATE ACTIONS: 1. Approve the agreement between City, Glenfed and Glendale Federal. 2. Request further information. RECOMMENDATION: Move to approve the agreement between the City, Glenfed and Glendale Federal. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Respectfully submitted, '�(fr�it� /C• �.C2�� HN R. SHAW City Attorney JRS/ef • • from private development through a negotiated process. The report forwarded a resolution setting forth enabling legislation establishing a procedure for approving development agreements. Approval of Procedures for Development Agreements: It was moved by Councilman Schwartze, seconded by Councilman Buchheim that the following Resolution be adopted: RESOLUTION NO. 88-1-5-6 ESTABLISHING PROCEDURES FOR APPROVAL OF DEVELO MENT AGREEMENTS - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, ADOPTING PROCESSING PROCEDURES GOVERNING THE APPROVAL OF DEVELOPMENT AGREEMENTS AUTHORIZED UNDER GOVERNMENT CODE SECTIONS 65864, ET SEQ. The motion carried by the following vote: AYES: Councilmen Schwartze, Friess, Buchheim, Hausdorfer, and Mayor Bland NOES: None ABSENT: None 2. SLOPE WARRANTY PROGRAM/SECURITY AGREEMENT AND AMENDMENT NO. 1 GLENDALE FEDERAL 600.30) 11� — Written Communications: Report dated January 5, 1988, from the City Attorney, forwarding a Security Agreement and Amendatory Agreement to the Slope Warranty Agreement approved by Council on September 1, 1987. The Security Agreement allows the City access to slope warranty fund monies in the event of an occurrence and failure to repair damages by Glenfed; the Agreement is similar to a letter of credit. The Amendatory Agreement provides that the slope warranty program will not invalidate the lien of any mortgage affecting the property covered under the slope agreement and was requested by Glenfed. Approval of Agreement: It was moved by Councilman Hausdorfer, seconded by Councilman Schwartze and unanimously carried to approve the Security Agreement and the Amendment No. l to Agreement Establishing Slope Displacement Warranty Program with Glenfed Development Corporation and Glendale Federal Savings and Loan Association, and to authorize the Mayor and City Clerk to sign the agreements on behalf of the City. DIRECTOR OF COMMUNITY PLANNING AND DEVELOPMENT 1. 1987-88 HOUSING AND COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM - APPROVAL OF 13TH YEAR CONTRACT 600.50 Written Communications: Report dated January 5, 1988, from the Director of Community Planning and Development, forwarding an operating agreement with the County of Orange for use -10- 1/5/88