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1986-0815_WLBD ASSOCIATION_Cooperation Participation AgreementftAgericy Copy" SECOND AMENDMENT TO PARTICIPATION AGREEMENT THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is entered into this 5th day of August, 1986, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO, a public body corporate and politic (the "Agency"), and WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, (the "Participant"), amending that certain PARTICIPATION AGREEMENT dated March 5, 1985, as amended by the FIRST AMENDMENT TO PARTICIPATION AGREEMENT between the parties hereto (the PARTICIPATION AGREEMENT and FIRST AMENDMENT TO PARTICIPATION AGREEMENT are hereinafter collectively referred to as the "PARTICIPATION AGREEMENT, as amended"). RECITALS A. WHEREAS, Agency and Participant entered into a PARTICIPATION AGREEMENT, as amended, pursuant to which, among other things, Participant was required to construct a "Housing Project" as defined therein, and Agency was required to pay to Participant "Site Increment" as described therein; and 4 0 0 B. WHEREAS, Participant has completed the Housing Project p and now Agency and Participant desire that Agency pay, in full, its obligation under the PARTICIPATION AGREEMENT, as amended, thereby discharging Participant and the Agency of their respective obligations thereunder, except as set forth herein. AGREEMENT NOW, THEREFORE, it is hereby agreed as follows: 1. The Agency agrees to pay to Participant the sum of $850,000 dollars all cash on or before September 1, 1986. Said payment shall constitute full and complete payment of Agency's obligations under the PARTICIPATION AGREEMENT, as amended, and shall discharge Agency of any further obligations thereunder. 2. Upon such payment, the obligations of Participant under the PARTICIPATION AGREEMENT, as amended, shall terminate except that the obligations under Sections III C (to the extent required to maintain insurance coverage during the period of construction), IV, and V A, B, C, and D of the PARTICIPATION AGREEMENT, as amended, shall survive in accordance with the provisions of the PARTICIPATION AGREEMENT, as amended; 07-29-86 2611k/2299/08 -2- • 0 3. In the event that Agency, at its election, fails to pay the sum described in Paragraph I hereof, on or before September 1, 1986, this SECOND AMENDMENT TO PARTICIPATION AGREEMENT, as amended, shall be of no force and effect and the parties shall be governed by the terms of the PARTICIPATION AGREEMENT, as amended. IN WITNESS WHEREOF, the Agency and the Participant have duly executed this Agreement as of the date first above written. Date August 5 ATTEST: THE REDEVELOPMENT AGENCY OF THE CITY OF SA JUAN CAPISTRANO 198.6 GAR L. HAUSDORFER, HAIRMAN MAA ANOVER, AGENCY SECRETARY WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership APPROVED AS TO FORM: By: L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, general partner By: L/M NO.1 (SAN JUAN CAPISTRANO), A NCY COUNS INC., a California corporation, general partner `/�� By: J✓ �/l Its:/ t/ c. PreAe By: s : Vice. re s i 07-29-86 2611k/2299/08 -3- STATE OF CALIFORNIA ss. COUNTY OF ORANGE GAAV' On y �oa.�s� \�, \�\gio 1-0 �, before me, the undersigned a Notary Public in and for said State, personally appeared Bohr G.Ma�We�TCRchn.d s. Romans known to me to be the VkreQves. �Acsfsn� of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, a general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California -limited partnership, a general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, that L/M NO. 1 (SAN JUAN CAPISTRANO), INC., executed the same as general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, that L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES executed the same as general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership and that WLBD (SAN JUAN CAPISTRANO) ASSOCIATES executed the same. WITNESS my hand and official seal. OFSEAL CHERYL A MARTIN NOTARY PUBLIC • CALIFORNIA ORNIGE COUNTY MY comm. e>tDires DEC 23, 1988 07-29-86 2611k/2299/08 . V Notary Pu I is FIRST AMENDMENT TO PARTICIPATION AGREEMENT THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is entered into this �n day ofvNE y 1985, b and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO, a public body corporate and politic (the "Agency"), and the WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership (the "Participant"). The Agency and the Participant agree as follows: R E C I T A L S: A. On or about March 5, 1985, Agency and Participant entered into a Participation Agreement relating to the development and operation of a multi -family housing complex (the "Housing Project") on certain real property located within the Downtown Center Redevelopment Project (the "Site"). B. The parties desire to amend the Participation Agreement as set forth herein. NOW, THEREFORE, Agency and Participant agree as follows: AGREEMENT 1. Section III.B.3 of the Participation Agreement is hereby amended to read in its entirety as follows: 0 "3. In consideration of the Participant's performance of its obligations under this Agreement, the sum of Nine Hundred Sixty -Six Thousand Eight Hundred Dollars ($966,800) expended by the Participant in acquiring the Site and developing the Housing Project shall be deemed to be a loan by the Participant to the Agency, repayable on the following terms and conditions: (a) Principal Amount of Loan. The principal amount of the loan is Nine Hundred Sixty -Six Thousand Eight Hundred Dollars ($966,800). (b) Interest Rate. Interest on the unpaid principal balance of the loan shall accrue at the rate of Ten Percent (10%) simple interest per annum, commencing on February 1, 1985, and continuing until principal and interest are paid in full or discharged pursuant to subparagraph (c) and (d) hereinbelow. (c) Installment Payments of Accrued Interest and Principal. The first installment payment of interest and principal shall be due and payable within thirty (30) days after the first receipt by the Agency of "Net Site Increment," as that term is defined in subparagraph (d) hereinbelow following the Agency's issuance of a Certifi- cate of Completion for the Housing Project pursuant to Section III.F of this Agreement. Thereafter, and provided that the Participant is not in default of its obligations under this Agreement, the Agency shall continue to make -2- installment payments of accrued interest and principal within thirty (30) days after the Agency receives further payments of Net Site Increment. Payments shall continue until the earlier of the following two occurrences: (i) principal and interest have been paid in full; or (ii) the Agency has paid to the Participant all of the Net Site Increment allocated to and received by the Agency through the 1998-1999 fiscal year (ending on June 30, 1999). All payments shall be applied first to accrued interest and then to principal. (d) Source of Loan Payment Obligation. The City shall have no monetary or other obligations by virtue of this Agreement, incuding without limitation the repayment of the Participant's loan. The Agency's obligations to repay the outstanding principal balance and any accrued interest on the Participant's loan shall not be a general obligation of the Agency. Subject only to subparagraph (e) below, the sole source of funds for repayment of the Participant's loan shall be the "Net Site Increment." As used herein, the term "Net Site Increment" shall mean the amount of the net property tax revenues allocated to and received by the Agency with respect to the Site in accordance with California Health & Safety Code Section 33670(b) from and after the date that the Site is included within a redevelopment project area pursuant to a -3- redevelopment plan making tax increment financing applicable to the Site. The term "Net Site Increment" shall refer to the gross amount of Site Increment received by the Agency with respect to the Site, less that amount resulting by subtracting from such Site Increment an amount produced by applying the percentage of its total tax increment revenues from the Project Area in the fiscal year in question which the Agency may have agreed to pay to affected taxing agencies pursuant to California Health & Safety Code Sections 33401 and 33445. In the event that and for so long as the Site is not included within a redevelopment project area, the Agency's obligation to repay the Participant's loan shall be limited as set forth in subparagraph (e). Furthermore, the Agency shall not be obligated to repay the Partici- pant's loan if the Participant commits a default under this Agreement and fails to cure such default within the time provided in Section VI.A hereof. (e) Repayment Obligation in Event Site Not Timely Included Within Redevelopment Project Area. Notwithstanding the foregoing, if the Site is not included within a redevelopment project area pursuant to ordinance approved on or before December 31, 1985, the Agency shall be obligated to repay only that certain portion of the Participant's loan equal to the Saddleback Fee and interest -4- thereon subject to the terms and conditions set forth in this subparagraph (e). The amount to be repaid shall be equal to the Saddleback Fee, plus interest thereon at the rate of Eleven Percent (11%) simple interest per annum accruing from the date the Participant paid such fee until the Agency repays such amount (the "Saddleback Amount") in full. The Agency shall repay the Saddleback Amount from tax increment revenues of the existing Project Area or other available revenues on or before July 1, 1986; provided, that the Agency shall have no other obligation to make payment from such tax increment revenues from any area included as of the execution of this Agreement as part of the Project Area. In the event the inclusion of the Site in a redevelopment project area is legally challenged, no obligation of the Agency to repay the Saddleback Fee from tax increment revenues of the existing Project Area shall arise unless and until such litigation is terminated by a judgment that is final (and with respect to which no appeal is made or an appeal is unsuccessful) which invalidates the inclusion of the Site within a redevelopment project area; in such event payment of the Saddleback Fee shall be payable within one hundred eighty (180) days after such judgment is final or, if appealed, after such appeal is adjudicated, and shall bear interest at the rate of Eleven Percent (11%) computed commencing with the payment by the -5- • • Participant of the Saddleback Fee and continuing until such obligation has been paid in full. In the event that the Site is included within a Project Area, then, notwith- standing anything to the contrary contained in this Agreement, the Agency shall have no obligation to make any payment to the Participant pursuant to this Agreement except from Net Site Increment." 2. Except as specifically amended herein, the Participation Agreement shall be unchanged and shall remain in full force and effect. IN WITNESS WHEREOF, the Agency and the Participant have duly executed this Agreement as of the date first above written. THE REDEVELOPMENT AGENCY OF THE CITY OF SAN,JUAN CAPISTRANO Date August 5 , 1986 ATTEST: M RY ANN H' VER, A EN Y SECRETARY APPROVED AS TO FORM: Cq71' A ENCY COUNSEL QZ r_� WLBD (SAN JUAN ASSOCIATES, a partnership • CAPISTRANO) California limited By: L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partner- ship, general partner -7- By: L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, general partner / l� �fY�I IItt/ vire, res G STATE OF CALIFORNIA ss. COUNTY OF ORANGE On T ✓E /7. /97a 1985, before me, the undersigned, a Notary Public in nd for said State, personally appeared TdNN G /7i9 eKLCy known to me or proved to me on the basis of satisfact y evidence to be the vic 6 of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, a general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, a general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, that L/M NO. 1 (SAN JUAN CAPISTRANO), INC., executed the same as general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, that L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES executed the same as general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership and that WLBD (SAN JUAN CAPISTRANO) ASSOCIATES executed the same. WITNESS my hand and official seal. OFFICIAL SEAL H ANNE LORENZ NOTARY PUBLIC - CALL(-Or`I ORANGE COUNTY MY Comm. expires MN 17, 1989 a� Notary Public om STATE OF CALIFORNIA SS. COUNTY OF ORANGE On J4//jt / ] 1985, before me, the undersigned, a Notary Public in and for said State, personally appeared RICHtj"gf �. i2U/�i.0So� known to me or proved to me on the s basis of atisfactory evidence to be the ViC G /2FSiDE.✓T of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, a general partner of L/M'NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, a general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of L/M NO. I (SAN JUAN CAPISTRANO), INC., a California corporation, that L/M NO. 1 (SAN JUAN CAPISTRANO), INC., executed the same as general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, that L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES executed the same as general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership and that WLBD (SAN JUAN CAPISTRANO) ASSOCIATES executed the same. WITNESS my hand and official seal. ------------ OFBICIAL SrAL H ANNE LORENZ N01W pVBLIC • CALIFORtJIA Notary Public Y ORAME COUNT! YP M7 comm. exp1m MN 1� 7IM V V ME "Agency" PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO 0 WLBD (SAN JUAN CAPISTRANO) ASSOCIATES • • TABLE OF CONTENTS I. SUBJECT OF AGREEMENT A. Purpose of the Agreement B. Description of the Site C. Parties to the Agreement 1. The Agency 2. The Participant 3. Prohibition Against Change in Ownership, Management and Control of Participant II. ASSEMBLY OF THE SITE III. DEVELOPMENT OF THE SITE A. Development According to Terms of Approval B. Agency Assistance C. Bodily Injury and Property Damage Insurance; Workers' Compensation D. Rights of Access for Inspection of Construction E. Local, State and Federal Laws F. Certificate of Completion IV. USE OF THE SITE V. OTHER PROVISIONS A. Obligation to Refrain from Discrimination B. Form of Nondiscrimination and Nonsegregation Clauses Table of Contents (Continued) C. Taxes, Assessments, Encumbrances and Liens D. Notices, Demands and Communications Between the Parties E. Conflict of Interest; Agency's or City's Representatives Not Individually Liable F. Enforced Delay, Extensions of Times of Performance G. Titles of Sections VI. DEFAULT, REMEDIES AND TERMINATION A. Defaults B. Legal Actions C. Specific Performance D. Applicable Law E. Acceptance of Service of Process F. Rights and Remedies are Cumulative G. Inaction Not a Waiver of Default H. Counterparts I. Entire Agreement, Waivers and Amendments; Execution ATTACHMENTS Attachment No. 1 MAP OF THE SITE Attachment No. 2 PARTICIPANT COVENANTS PARTICIPATION AGREEMENT THIS AGREEMENT is entered into on March 5 , 1985 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO, a public body corporate and politic (the "Agency"), and the WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, (the "Participant"). The Agency and the Participant agree as follows: I. SUBJECT OF AGREEMENT A. Purpose of the Agreement The purpose of this Agreement is to facilitate the development of the Site (as defined herein) in accordance with this Agreement. Specifically, the Participant shall develop on the Site a multi -family housing complex consisting of approximately 274 units and not less than 270 units; such units and associated improvements, which shall hereafter be collectively referred to as the "Housing Project", all as more particularly described in the following approvals by the City of San Juan Capistrano (the "City"): Tentative Tract Map 12276, Rezone 84-1, General Plan Amendment 84-1B, Growth Management 84-1, and Architectural Control 84-2 (collectively, the "Land Use Permits"). Such development of the Site will further the purposes of the Community Redevelopment Law (Health and Safety Code Section 33000 et seq.). Specifically, the Housing Project will help to effectuate the Redevelopment Plan for the Downtown , PARTICIPATION AGREEMENT THIS AGREEMENT is entered into on March 5 , 1985 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO, a public body corporate and politic (the "Agency"), and the WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, (the "Participant"). The Agency and the Participant agree as follows: I. SUBJECT OF AGREEMENT A. Purpose of the Agreement The purpose of this Agreement is to facilitate the development of the Site (as defined herein) in accordance with this Agreement. Specifically, the Participant shall develop on the Site a multi -family housing complex consisting of approximately 274 units and not less than 270 units; such units and associated improvements, which shall hereafter be collectively referred to as the "Housing Project", all as more particularly described in the following approvals by the City of San Juan Capistrano (the "City"): Tentative Tract Map 12276, Rezone 84-1, General Plan Amendment 84-1B, Growth Management 84-1, and Architectural Control 84-2 (collectively, the "Land Use Permits"). Such development of the Site will further the purposes of the Community Redevelopment Law (Health and Safety Code Section 33000 et seq.). Specifically, the Housing Project will help to effectuate the Redevelopment Plan for the Downtown Center Redevelopment Project (the "Redevelopment Project") by providing low- or moderate -income housing near and of benefit to the Project Area (the "Project Area") of the Redevelopment Project. The provision of low- or moderate -income housing pursuant to this Agreement will benefit the Project Area and the City and will promote the public health, safety, welfare and morals. The City and the Agency agree to use best efforts to institute and conduct appropriate proceedings to amend the Project Area to include the Site. It is intended that development of the Site, pursuant to this Agreement, will also provide a resource that may assist the Agency in furnishing replacement/relocation housing necessitated by Agency actions unrelated to the subject matter of this Agreement. B. Description of the Site The "Site" is all of the real property shown on the Map of the Site, which is incorporated herein and attached hereto as Attachment No. 1. C. Parties to the Agreement 1. The Agency The Agency is a public body, corporate and politic, exercising governmental functions and powers, organized and existing under the Community Redevelopment Law of the State of California. The principal office of the Agency is located at 32400 Paseo Adelanto, San Juan Capistrano, California 02-13-85 3478p/2299/00 -2- 92675. "Agency", as used in this Agreement, includes the Redevelopment Agency of the City of San Juan Capistrano, California, and any successor to its rights, powers and responsibilities. 2. The Participant Participant is a California limited partnership. The address of the Participant for the purpose of this Agreement is WLBD c/o William Lyon Company, 19 Corporate Plaza, Newport Beach, California 92660, Attn: John Markley. 3. Prohibition Against Change in Ownership, Management, and Control of Participant. Participant recognizes that, in view of (a) the importance of the redevelopment of the ,Site to the general welfare of the community; (b) the substantial financing and other public aids that have been made available by law and by the government for the purpose of making such redevelopment possible; and (c) the fact that a change in ownership or control of Participant or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or control of Participant or the degree thereof, is for practical purposes a transfer or disposition of the property then owned by the Participant; 02-13-85 3478p/2299/00 -3- the qualifications and identities of Participant, and its principals, are of particular concern to City and Agency. It is because of those qualifications and identities that Agency has entered into this Agreement with Participant. No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this Agreement except set forth herein. Prior to the date Agency is required to issue a Certificate of Completion of construction as hereinafter provided, Participant shall not, except as expressly permitted by this Section IC3, assign all or any part of this Agreement or sell, transfer, convey, assign or lease (hereinafter "Transfer") the whole or any part of the Site or the improvements on the Site without the prior written approval of Agency. This prohibition shall not apply to any of the following: (i) Any mortgage, deed of trust, sale and leaseback or other form of conveyance required for any reasonable method of financing the direct and indirect costs, including financing costs, interest and commissions, of acquiring, developing, leasing and operating the improvements to be constructed on the Site and any other expenditures necessary and appropriate to acquire, develop, lease and operate the Site pursuant to this Agreement. (ii) The dedication of portions of the Site to the City or other appropriate governmental agency, or the granting 02-13-85 3478p/2299/00 -4- of easements or permits, to facilitate the development of the Site. (iii) The prior leasing of any of the units pending completion of the improvements. (iv) Transfers resulting from the death or mental or physical incapacity of an individual. (v) A transfer or assignment in trust for the benefit of a spouse, children, grandchildren or other family members. (vi) A transfer of stock resulting from or in connection with a reorganization as contemplated by the provisions of the Internal Revenue Code of 1954, as amended or otherwise, in which the ownership interests of a corporation are assigned directly or by operation of law to a person or persons, firm or corporation which acquires the control of the voting capital stock of such corporation or all or substantially all of the assets of such corporation. (vii) A transfer of stock in a publicly held corporation or of the beneficial interest in any publicly held partnership or real estate investment trust. (viii) A transfer or assignment from one partner or joint venturer in Participant to another or, if tenant is a corporation, from one shareholder to another; provided that the assignee assumes personal liability for the obligations of the transferring or assigning partner, joint venturer or shareholder. 02-13-85 3478p/2299/00 -5- (ix) A transfer to an "affiliated entity," i.e., one in which a minimum of fifty-one percent (51%) of the beneficial interest is owned and controlled by the same person(s) who have the beneficial interest in the transferor. In the absence of specific written agreement by Agency, no transfer by Participant shall be deemed to relieve it or any successor party from any obligations under this Agreement until the date Participant or such successor is entitled to a Certificate of Completion with respect to the Site. No assignment of any of Participant's obligations shall be effective unless and until the successor party executes an assumption agreement in form and content satisfactory to Agency assuming such obligations. The restrictions of this Section IC3 shall terminate upon the date Participant is entitled to the issuance and recordation by Agency of a Certificate of Completion therefor. Notwithstanding any other provisions hereof, Participant reserves the right, at its discretion, to join and associate in a joint venture, partnership or similar arrangement, for the purpose of financing the acquisition and development of the Site and, in that connection, Participant shall be entitled to convey or contribute the Site to such entity and assign to such entity some or all of its rights under this Agreement; provided, however, that (i) any such assignee entity shall execute an assumption agreement in form and content satisfactory to Agency assuming the obligations of Participant 02-13-85 3478p/2299/00 -6- under this Agreement consistent with its interest, and (ii) Participant shall remain jointly and severally responsible to Agency as provided in this Agreement with respect to all obligations pertaining to the Site. In considering whether it will grant approval to any assignment by Participant of its interest in the Site, which assignment requires Agency approval, Agency shall consider factors such as (i) the financial strength and capability of the proposed assignee to perform Participant's obligations to be assumed and (ii) the proposed assignee's experience and expertise in the planning, financing, development, ownership and operation of similar projects. The Agency shall not unreasonably refuse to approve an assignment. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Participant and the permitted successors and assigns of the Participant. Whenever the term "Participant" is used herein, such term shall include any other permitted successors and assigns as herein provided. II. ASSEMBLY OF THE SITE The Participant represents and warrants to each of the Agency and the City that the Participant has fee simple ownership of the Site as of the execution by the Participant of this Agreement. 02-13-85 3478p/2299/00 -7- III. DEVELOPMENT OF THE SITE A. Development According to Terms of Approval The Participant shall develop the Site in accordance with the terms of the City's Land Use Permits. All discretionary land use approvals necessary for the development of the Housing Project have been obtained by the Participant. The Participant shall be required to pay all fees of the Agency, the City, and the Capistrano Valley Water District (the "CVD") applicable to the development of the Housing Project (including without limitation, fees for processing of maps, plan check, building permits, water and sewage connection, and park and recreation). The Participant will proceed with diligence to complete construction of the Housing Project at the earliest possible time, but in no event later than October 1, 1987. B. Agency Assistance 1. At the request of the City and Agency, the Participant has previously paid certain development fees for the Housing Project and development of the Site to the Agency instead of the City and the CVD. Future City development and building fees with respect to the Site shall likewise be paid to the Agency. Unless a specific time for payment of a fee is set forth in this Agreement, which specific time shall be controlling, the participant shall make such payments in the amounts and at the times that would otherwise be required by the City if such payments were to be made to the City and CVD. 02-13-85 3478p/2299/00 -8- 0 0 The Agency agrees to assume all of the Participant's obligations to make such payments to the City and the CVD of fees imposed by the City and CVD upon the development activities set forth in this Agreement but not including the "Saddleback Fee", as defined in Section III B 2 of this Agreement. 2. The Participant recognizes that the Saddleback Valley Community College District (the "District") has, with the cooperation of the City and the Agency, established a fee of Seven Hundred Dollars ($700) per residential lot applicable to development activities such as those proposed in this Agreement (the "Saddleback Fee"), which Fee is normally applicable by its terms to the development of certain property when that property is included as part of a redevelopment project area. The Participant agrees to make payment of the Saddleback Fee to the Agency; provided that in no event shall the responsibility of the Participant for the payment of the Saddleback Fee (or equivalent amount) exceed the amount of Seven Hundred Dollars ($700) per unit for cost of the 274 units to be constructed on the Site. The sum of One Hundred Ninety -One Thousand Eight Hundred Dollars ($191,800), which is the product of $700 and 274, shall be paid by the Participant to the Agency within ten (10) days after the Agency executes this Agreement. Upon receipt of the sum of One Hundred Ninety -One Thousand Eight Hundred Dollars ($191,800) from the Participant, the Agency shall hold the Participant harmless 02-13-85 3478p/2299/00 -9- from any liability or responsibility for payment of the Saddleback Fee as to the 274 units to be constructed on the Site. 3. Conditioned upon (i) the Participant not being in default of its obligations under this Agreement and (ii) completion of proceedings providing for inclusion of the Site within a redevelopment project area providing for tax increment financing, the Agency agrees to pay to the Participant for the term specified below the "Net Site Increment" as hereinafter defined. As used herein, the term "Site Increment" shall mean the amount of the net property tax revenues allocated to and received by the Agency with respect to the Site in accordance with California Health & Safety Code §33670(b) from and after the date that the Site is included within a redevelopment project area pursuant to a redevelopment plan making tax increment financing applicable to the Site. The term "Net Site Increment" shall refer to the gross amount of Site Increment received by the Agency with respect to the Site, less that amount resulting by subtracting from such Site Increment an amount produced by applying the percentage of its total tax increment revenues from the Project Area in the fiscal year in question which the Agency may have agreed to pay to affected taxing agencies pursuant to California Health & Safety Code §33401. 02-13-85 3478p/2299/00 -10- The first payment of Net Site Increment from the Agency to the Participant shall be made within thirty (30) days after the first receipt by the Agency of Net Site Increment following the Agency's issuance of a Certificate of Completion for the Housing Project pursuant to Section III F of this Agreement. Thereafter, provided that the Participant is not in default of its obligations under this Agreement, the Agency shall continue to make payments of the Net Site Increment within thirty (30) days after the Agency receives payments of Net Site Increment. Payments shall continue until the earlier of the following two occurrences: (i) payments have been made for a period of eleven (11) years total or (ii) assuming that the Participant had loaned the Agency the sum of Nine Hundred Sixty -Six Thousand Eight Hundred Dollars ($966,800) as of February 1, 1985, the amount of the Net Site Increment paid to the Participant would be sufficient to fully amortize such a loan amount with interest calculated at the rate of eleven percent (11%) per annum. In the event that and for so long as the Site is not included within a redevelopment project area, the Agency shall have no obligation to make any payment to the Participant except that the Agency shall repay to the Participant from tax increment revenues of the existing Project Area on or before the fifth (5th) anniversary date of the execution of this Agreement an amount equal to the Saddleback Fee, plus interest thereon at the rate of eleven percent (11%) simple per annum; 02-13-85 3478p/2299/00 -11- 0 • provided that the Agency shall have no other obligation to make payment from such tax increment revenues from any area included as of the execution of this Agreement as part of the Project Area. In the event that the Site is included within a Project Area, then, not withstanding anything to the contrary contained in this Agreement, the Agency shall have no obligation to make any payment to the Participant pursuant to this Agreement except from Net Site Increment. The City shall have no monetary or other obligations by virtue of this Agreement. C. Bodily Injury and Property Damage Insurance; Worker's Compensation Prior to the commencement of any construction hereunder, the Participant shall obtain a policy of comprehensive bodily injury and property damage liability insurance and maintain such policy in effect until the final Certificate of Completion provided for in this Agreement has been issued, providing coverage for bodily injury and property damage in the minimum amount of One Million Dollars ($1,000,000.00) combined single limit per occurrence. The policy shall name, as additional assured, the Agency, the City, and their officers and employees while acting within the scope of their duties, against all claims, suits or other actions of any nature brought for or on account of any deaths, injuries, 02-13-85 3478p/2299/00 -12- • • damage or loss arising out of or connected with the work of Participant under this Agreement. Participant shall furnish Agency a certificate of insurance from the insurer evidencing compliance with this paragraph and providing that the insurer shall not cancel or modify the policy without thirty (30) days' written notice to Agency. Participant shall give Agency prompt and timely notice of any claim made or suit instituted with respect to the Site or work performed on the Housing Project. Agency, City and their officers and employees shall also be named as additional insured in any policies of Participant's contractors covering work under this Agreement, and such policies shall comply with this paragraph. Participant shall comply with all of the provisions of the Worker's Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or Federal acts or laws applicable, and Participant shall hold Agency and City harmless from any claims arising thereunder. Participant shall furnish to Agency a certificate of Worker's Compensation insurance providing that the insurer shall not cancel or modify the policy without thirty (30) days' prior written notice to Agency. In the alternative, Participant may show proof of a certificate of consent to self -insure issued by the Director of Industrial Relations according to California Labor Code Section 3800. 02-13-85 3478p/2299/00 -13- D. Rights of Access for Inspection of Construction Representatives of the Agency and the City shall have the right to access to the Site, without charges or fees, at normal working hours during the period of construction for the purpose of the inspection of the work being performed in constructing the improvements (provided that such representatives comply with job -site safety rules). Such representatives of the Agency shall be City employees who normally carry out such functions or persons who are so identified in writing by the Chief Executive Officer of the Agency. E. Local, State and Federal Laws The Participant shall carry out the construction of the improvements in conformity with all the applicable laws and regulations. F. Certificate of Completion 1. Promptly after completion of all construction to be carried out by the Participant upon the Site, the Agency shall furnish the Participant with a Certificate of Completion. Such Certificate of Completion shall be conclusive determination of satisfactory completion of the construction required by this Agreement upon said Site, and of full compliance with the terms hereof with respect to said Site. After issuance of such Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest therein shall not (because of such 02-13-85 3478p/2299/00 -14- 4 v� ownership, purchase, lease or acquisition), incur any obligation or liability with respect to the construction of the Housing Project. In no event will this Certificate of Completion process prevent the occupancy of individual residential units by Participant or its tenants. 2. If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Participant, the Agency shall, within ten (10) days after receipt of said written request, provide the Participant with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Participant must take to obtain a Certificate of Completion. If the reasons for such refusal are confined to the immediate unavailabilty of specific items or materials for landscaping or beautification, the Agency will issue its Certificate of Completion upon the posting of a bond by the Participant with the Agency in an amount representing a fair value of the work not yet completed. 3. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Participant to any entity providing construction loan financing, contract or subcontract services,or any other form of obligation. Such Certificate of Completion is not a certificate of occupancy or a notice of 02-13-85 3478p/2299/00 -15- completion as referred to in the California Civil Code, Section 3093. IV. USE OF THE SITE The Participant shall develop the Site as a housing project in conformity with the Land Use Permits and the Participant shall comply with legal limitations imposed by the use of bond financing. The Participant additionally agrees that not less than twenty percent (20%) of the units of the Housing Project shall be devoted to use for low- or moderate -income housing (meeting the criteria referenced in Section 33334.2 of the Health and Safety Code) for the period equal to the greater of (i) twelve (12) years or (ii) the period required pursuant to any bonds used to finance the Housing Project. The Participant further agrees to cooperate with the Agency (insofar as permitted by law, including any conditions imposed by virtue of the use of mortgage revenue bond financing) to provide a preference in leasing to tenants referred by the Agency who may have been displaced or seek relocation from elsewhere in the Project Area. Such preference shall apply to any of the forty (40) affordable units which may be available at the time. The rents to be charged shall be consistent with the Regulatory Agreement by and among the County of Orange, the Bank of California, N.A., and WLBD '(San Juan Capistrano) Associates, a California limited partnership. 02-13-85 3478p/2299/00 -16- The Agency shall advise the Participant when the Agency has or will have a need for units. Such notice will be provided on a periodic basis, such as every six months. The Participant will cooperate in attempting to accommodate the Agency and any persons referred by the Agency as hereinabove provided. This covenant shall remain in effect for the duration of the Regulatory Agreement. Within sixty (60) days after the execution of this Agreement, the Participant shall execute and cause the recordation of the "Participation Covenants" which are attached hereto, marked Attachment No. 2, and incorporated herein by this reference. V. OTHER PROVISIONS A. Obligation to Refrain from Discrimination Insofar as consistent with the terms of any bond financing, there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, religion, national origin, marital status or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the Housing Project, nor shall the Participant itself or any person claiming under or through it establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, 02-13-85 3478p/2299/00 -17- sublessees or vendees U The covenants set forth in this Article V shall remain in effect in perpetuity. B. Form of Nondiscrimination and Nonsegregation Clauses Insofar as consistent with the terms of any bond financing, the Participant shall refrain from restricting the use, occupancy, rental, sale or lease of the Site or the im- provements thereon or any portion thereof on the basis of sex, race, color, religion, ancestry, marital status or national origin of any person. Any deed, lease or contract entered into between Participant and Agency in furtherance of this Agreement, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The Grantee herein covenants by and for himself or herself, his or her heirs, executors, adminis- trators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 02-13-85 3478p/2299/00 -18- 0 • 2. In leases: "The Lessee herein covenants by and for himself or herself, his or her heirs, executors, adminis- trators and assigns and all persons claiming under or through him or her and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimin- ation against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, trans- ferring, use, or enjoyment of the land herein leased, nor shall the lessee himself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessee, subtenants or vendees in the land herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number use or occupancy of permits, tenants, lessees, subtenants, sublessees or vendees of the land." 02-13-85 3478p/2299/00 -19- C. Taxes, Assessments, Encumbrances and Liens Without prejudice to the right of the Participant to protest or appeal the determination or imposition of taxes, the Participant shall pay when due all real estate taxes and assessments assessed and levied upon the Site or arising from this Agreement for the duration of the Redevelopment Plan. D. Notices. Demands and Communications Between the Parties Written notices, demands and communication between the Agency and the Participant shall be sufficiently given if delivered personally to the other party or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal office of the Agency and to the local office of the Participant as specified in Section I C of this Agreement. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section. Mailed notices shall be effective three (3) business days after deposit in the mail. E. Conflict of Interest; Agency's or City's Representatives Not Individuallv Liable No member, official or employee of the Agency or the City shall have any personal interest, direct or indirect, in this Agreement; nor shall any such member, official or employee participate in any decision relating to this Agreement that affects his personal interest or the interest of any 02-13-85 3478p/2299/00 -20- . 'L corporation, partnership or association in which he is, directly or indirectly, interested. No member, official or employee of the Agency or the City shall be personally liable to Participant or any successor in interest in the event of any default or breach by the Agency or the City, or for any amount that may become due to Participant or successor for any obligation under the terms of this Agreement. F. Enforced Delay, Extensions of Times of Performance Performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of public enemy, epidemics, quarantine restriction, freight embargoes, lack of transportation, governmental restriction or priority or .acts by a governmental agency or entity excepting the City's growth management allocation system (other than the act or failure to act of the Agency or City shall not excuse performance by the Agency), litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplier, or any other cause beyond the control of the party seeking to be excused. An extension of time for any such cause shall only be for the period of the enforced delay. Times of performance under this Agreement may also be extended in writing by the Agency and the Participant. 02-13-85 3478p/2299/00 -21- G. Titles of Sections Any titles of the several Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. VI. DEFAULT, REMEDIES AND TERMINATION A. Defaults Subject to the extensions of time set forth in Section VF, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement; however, if the party who so fails or delays commences to cure, correct or remedy such failure or delay within thirty (30) days after receipt of a notice specifying such failure or delay, and shall diligently prosecute such cure, correction or remedy to completion, then such party shall not be in default. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this agreement, any failure or delay by either party in asserting . 02-13-85 3478p/2299/00 -22- any of its remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or deprive either such party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. B. Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, or recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such action shall not be brought unless the party seeking to institute proceedings has delivered or served written notice of default on the other party not less than thirty (30) days prior to filing suit. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate Municipal Court in the County, or in the Federal District Court in the Central District of California. C. Specific Performance If the Participant or the Agency defaults under any of the provisions of this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days of the service of the notice of default, the nondefaulting party, at its option, may institute 02-13-85 3478p/2299/00 -23- an action for specific performance of the terms of this Agreement. D. Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement, except as to matters governed by federal laws and regulations. E. Acceptance of Service of Process In the event that any legal action is commenced by the Participant against the Agency, service of process on the Agency shall be made by personal service upon the Chief Executive Officer of Chairman of the Agency, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Participant, service of process on the Participant shall be made by personal service upon any authorized agent or person authorized by law to receive service of process for the Participant (or a successor) and shall be valid whether made within or without the State of California, or in such other manner as may be provided by law. F. Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative; and the exercise by either party of one or more of 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. 02-13-85 3478p/2299/00 -24- G. Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. H. Counterparts This Agreement is executed in three (3) counterparts, each of which is deemed to be an original. I. Entire Agreement, Waivers and Amendments; Execution The Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter thereof. All waivers of the provisions of this Agreement must be executed in writing by the appropriate authorities of the Agency or the Participant and all amendments hereto must be executed in writing by the appropriate authorities of the Agency and the Participant. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after the date of execution by the Participant or this Agreement shall be 02-13-85 3478p/2299/00 -25- r... a . u is U void, except to the extent that the Participant shall consent in writing to a further extension of time for the authorization, execution and delivery of this agreement. The date of this Agreement shall be the date when the Agreement shall have been signed by the Agency. IN WITNESS WHEREOF, the Agency and the Participant have duly executed this Agreement as of the date first above written. Date March 5 ATTEST: THE REDEVELOPMENT AGENCY OF THE CITC/Y/ OF SAN JUAN CAPISTRANO 1985 Chairman Phillip R. Schwartze APPROVED ency Berk Tom Clark, Ag Mary Ann Hanover TO FORM: /�i e WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership By: L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, general partner By: L/M NO.1 (SAN JUAN CAPISTRANO), INC., a California corporation, general partner ,/ DSD / By: �� / `K'w l tii�/ l�a�►ir�rrmr�ti� 02-13-85 3478p/2299/00 -26- 0 CAT. NO. NN00636 TO 21964 CA (1-63) (Corporation as a Partner of a Partnership) STATE OF CALIFORNIA COUNTY OF 0(`MA'-%iQ-- On • j 0 TICOR TITLE INSURANCE } SS. said State, personally appeared tj,. M,0-4 the undersigned, a Notary Public in and for personally known to me Vtety mdenee to be the person who executed the within instrument as the \1 44esid"t, and QN� S Qo�ow s�Y personally known to meIM to be t e perso% who executed the within ins �(ment as the 1)�cc Ps.�C.,��k SecnYary of .\ 1 �yawN c. the corporation that executgd the within in trument on �ehaif of L� M NO ) l ` v�—'Tan ��s`k4.rra k g ,— the partnership that e ecuted " •�� t 1L the within instrument, and acknowledged to me that such cmn 1ARTIN CH_�• A f corporation executed the same as such partner and that NOTARY P )POC • CALIFORNIA such partnership executed the same. D?- expires OcC CDU My comm. WITNESS my hand and official seal. 23, 198E Signature -=� � I (This me for official notarial Berl) n LJ STATE OF CALIFORNIA as. • AMU • •:�� 0 On , 1985, before me, the undersigned a Notary Public in and for said State, personally appeared known to me or proved to me on the basis of satisfactory evidence to be the of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, a general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, a general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of L/M NO. 1 (SAN JUAN CAPISTRANO), INC., a California corporation, that L/M No. 1 (SAN JUAN CAPISTRANO) INC. executed the same as general partner of L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, that L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES executed the same as general partner of WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership and that WLBD (SAN JUAN CAPISTRANO) ASSOCIATES executed the same. WITNESS my hand and official seal. Notary 02-13-85 3478p/2299/00 i, i IN THE CITY OF BAN JUANF CALIRANO, CCUNTY ORANGE, STAT- OF CALIFORNIA OEN6E CONSULTANTS OF SOUT14CAN CALIFORNIA ,tp I t I,rr 22219 n MARK S. ANDERSON, PIC.E. 16841 SEPTEMBER, 1980 �r""fe"'"r'0""""•r+e� e4nrrsnr wr•vr AM PA9C6% �fff flrlffl ! /V IJ Y�I i I'1' vi 91t �1� lir II '..✓•/ cwt � %' ON•Ii NiRaO Yl 4 r I_N'r I , .�iiiw',r,.• •�"=Y%,ls.v".�ar a "ri_='1� �AMti �.wrrl'_'�i, �. .moi vw•.r,vn"~i.+"• I'N•A: • � ...�•'r...l r n11..Ri:✓., /.4/ Ieax. OrEGc SAN *H-'; .W).✓ .4 %fRlpl.V/ M/YIr / N Ai4lI �•/ - � � --i wr.. w.v' .YMW/.tM•NV fV Mii�'1/N.i `^ .T _, Iarr sr'I This is not a survey of the land, but is compiled for information only, nor is it a part of the report or policy to .,hick it may be attached. ATTACHMENT NO. 1 ( 73NNC40 W33YO NVn1' NCS ) W) C Z ti n v ♦ � M I M Co 9 I U U U O W C m an V z Z CZ V) z LU V) a: .O Q a H W Z EXHIBIT B O !Q Z J Ci- ORDING REQUESTED BYANDM LTO 0 u Llll w $��0 C 85--196132 EXEMPT C% (Scorn , C.lAII � °�4'�-'( " PARTICIPANT COVENANTS 9, �, RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency of the ) City of San Juan Capistrano ) San Juan Capistrano ) California 92675 ) &ING FEES EXEMPT DUE TO GOVERNMENT CODE SECTION 6103 MARY ANN,- ANOVER, CITY CLERK/SEC. SAN JUAN CAPISTRANO, CALIFORNIA COMMUNITY REDEVELOPMENT AGENCY (Space above for recorder's use only) WHEREAS, WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership (the "Covenantor"), and the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO (the "Agency") have entered into a certain Participation Agreement dated March 5 1985 (the "Agreement", a copy of which is on file with the Agency at its offices and which is incorporated herein by reference) pursuant to which the Covenantor has agreed to subject certain real property belonging to the Covenantor (which property -is referred to as the "Affected Property", and is described in the "Legal Description of the Affected Property", which is attached hereto as Exhibit A and incorporated herein) to certain covenants,; and WHEREAS, the enforcement of said covenants will ensure proper implementation of the Redevelopment Plan for the Agency (the "Redevelopment Plan"), and will, therefore, benefit the Agency and the City of San Juan Capistrano (the "Covenantee"); and WHEREAS, the Covenantee is the owner of that real property described in Exhibit B hereto as the "Benefitted Property" (which Exhibit B is attached hereto and incorporated herein); and WHEREAS, the Benefitted Property shall be benefitted and the Affected Property shall be affected by the covenants herein contained; and WHEREAS, the Covenantor and the Covenantee intend that the Benefitted Property be deemed a dominant tenement and that the Affected Property be deemed a servient tenement if necessary or convenient to maintain the enforceability or effectiveness of the covenants herein contained; and 02-13-85 3478p/2299j00 Page 1 of 3 WHEREAS, the Community Redevelopment Law (California Health & Safety Code §33000 et sem.) provides that a redevelopment agency shall establish covenants running with the land in furtherance of the relevant redevelopment plan; NOW, THEREFORE, the Covenantor agrees and covenants as follows: 1. Covenantor agrees for itself, and its successors and assigns, and every successor in interest to the Affected Property, or any part thereof that: (a) The Covenantor, and such successors and assigns shall comply with provisions of the Regulatory Agreement entered into by and among the County of Orange, the Bank of California N.A., and WLBD (San Juan Capistrano) Associates, a California limited partnership dated as of November 1, 1984 (the "Regulatory Agreement"), for the time set forth therein; (b) The Covenantor, and such successors and assigns shall cooperate with the Agency (insofar as permitted by law, including any conditions imposed by virtue of the use of mortgage revenue bond financing) to provide a preference in leasing to tenants referred by the Agency who may be displaced or seek relocation from elsewhere in the Project Area. Such preference shall apply to any of the forty (40) affordable units which may be available at the time. The rents to be charged shall be consistent with the Regulatory Agreement by and among the County of Orange, the Bank of California, N.A., and WLBD (San Juan Capistrano) Associates, a California limited partnership. The Agency shall advise the Participant when the Agency has or will have a need for units. Such notice will be provided on a periodic basis, such as every six months. The Participant will couperate in att=_mpting to accommodate the Agency and any persons referred by the Agency as hereinabove provided. This covenant shall remain in effect for the duration of the Regulatory Agreement; and (c) There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Affected Property, nor shall the Covenantor itself or any person claiming under or 02-13-85 3478p/2299/00 Page 2 of 3 • 8532 through the Covenantor, establish or permit any such unlawful practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees, or vendees in the Affected Property. All deeds, leases, or contracts for the sale, lease, sublease or other transfer of the Affected Property shall contain such non-discrimin- ation provisions. The foregoing covenants as set forth in this part (c) of Section 1 shall run with the land and shall remain in effect in perpetuity. 2. Agreements and covenants contained herein shall be covenants running with the land and shall, in any event, and without regard to technical classification or designation, legal or otherwise, except only as otherwise specifically provided in the Agreement, be binding, to the fullest extent permitted by law and in equity with the benefit and in favor of, and enforceable by, the Agency, its successors and assigns and the Covenantee and its successors and assigns as to the Benefitted Property, or any part thereof, against the Covenantor, its successors and assigns and every successor in interest to the Affected Property, or any part thereof or any interest therein. WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, California limited partnership By: L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, general partner By: L/M NO.1 (SAN JUAN CAPISTRANO), INC., a California corporation, general partner By: Its:V VLLe�O✓e i John G. Markley By: ItZS VICE PRESIDFwr Richard S. Robinson 02-13-85 3478p/2299/00 Page 3 of 3 85-_1 86132 0. N CAT. NN 00636 TO NO. CA W36 TICOR TITLE INSURANCE (Corporation as a Partner of a Partnership) STATE OF CALIFORNIA COUNTY OF E'— SS' On f �\ '2- `�) S before met the undersigned, a Notary Public in and for said State, personally appeared �- ` personally known to me a to 4e the person who executed e`�'\thin instrument as the `(..Q� President, and �� -tel c— v�"ti� personally known to me e to be tt}, ersQn who executed the within instrument as the V°�le, QreS �Ln.-SeeF"aty of on kN5C L Co.7fsi the partnership that executed the within instrument, and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. WITNESS my hand and official seal. Signature 01111CIAL SEAL CHERYL A MARTIN EQ NOTARY PUBLIC - CALIFORNIA ORANGE COUNTY My comm. expires OEC Z3,1913 (This area for official notarial seal) STATE OF CALIFORNIA an. COUNTY OF ORANGE On , 1985, before me, the undersigned a Notary Public in and for said State, personally appeared , ]mown to me or proved to me on the basis of satisfactory evidence to be the of L/M NO. I (SAN JUAN CAPISTRANO), INC., a California corporation, a general partner of L/N NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, a general partner of WLSD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, the partnership that executed the within instrument, and acknowledged to me that he executed the same on behalf of L/M NO. i (SAN JUAN CAPISTRANO), INC., a California corporation, that L/M NO. 1 (SAN JUAN CAPISTRANO), INC., executed the same as general partner of L/M 140. 1 (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership, that L/M NO. 1 (SAN JUAN CAPISTRANO) ASSOCIATES executed the same as general partner of WLSD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership and that WLSD (SAN JUAN CAPISTRANO) ASSOCIATES executed the same. WITNESS my hand and official seal. Notary Public 02-13-85 •trema„ i1'7aa inn FORM 100.29 <MODIFIE J"196132 Fee$ 3,194.00 ENDORSEMENT ATTACHED TO POLICY NO. 670772—A ISSUED BY Ticor Title Insurance Company of California THE COMPANY INSURES THE INSURED AGAINST LOSS WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE EXERCISE OF ANY RIGHT TO USE THE SURFACE OF SAID LAND FOR THE EXTRACTION OR DEVELOPMENT OF THE MINERALS EXCEPTED FROM THE DESCRIPTION OF SAID LAND OR SHOWN AS A RESERVATION IN SC;IEDULE S. The total liability of the Company under said policy and any endorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the conditions and stipulations thereof to pay. This endorsement is made a part of said policy and is subject to the scheduies, ccnditiors and stipulations therein, except as modified by the provisions hereof. ENDORSEMENT A T1COR TITLE INSURANCE COMPANY OF CALIFORNIA ByY President Attest /r'. Secretary EXHIBIT A Page 1 of 2 Principal Office: 6300 Wilshire Boulevard, P.O. Box 92792, Los Angeles, California 90009 SCHEDULE C THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1, IN THE CITY OF SAN JUAN CAPISTRANO, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 153 PAGES 12 TO 14 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES IN, UPON AND UNDER SAID LAND TOGETHER WITH ONE --HALF OF ALL RENTALS, ROYALTIES, BONUS PAYMENTS AND OTHER THINGS OF VALUE, HOW OR HEREAFYER ACCRUING FROM SAID 'UNDIVIDED ONL•-HALF INTEREST, IN AND TO SAID SUBSTANCES, AS RESERVED BY HOWARD L. KRUM AND FAY WILSON KRUM, HUSBAND AND WIFE, BY DEED RECORDED JUNE 8, 1956 IN BOOK 3538 PAGE 550 OF OFFICIAL RECORDS AND RE-RECORDED JULY 20, 1956 IN BOOK 3584 PAGE 339 OF OFFICIAL RECORDS. EXHIBIT A Page 2 of 2 0670772 k 0 PAGE 06 ..Cit RECEIVEtooPERATION AGREEMENT mm Z1 li 37 FM '85 CtTl' CLERK C DL"PhR.T�1EMT THIS,��j'y;i it& J�HSfi'K�'IF,7N AGREEMENT is entered into this 5th day of March , 1985, by and between the CITY OF SAN JUAN CAPISTRANO (the "City") and the REDEVELOPMENT AGENCY OF THE CITY OF SAN JUAN CAPISTRANO (the "Agency"). R E C I T A L S A. The City has previously activated the Agency upon completion of appropriate legal proceedings therefor. The Agency is proceeding to implement the Redevelopment Plan for the Downtown Center Redevelopment Project (the "Project"). B. The City and the Agency have undertaken proceedings to amend the Project Area for the Project to add territory including the "Site", which is that real property so described in the "Participation Agreement", which is attached hereto marked Exhibit "A" and is incorporated herein by reference. AGREEMENTS SECTION I: A. City agrees to provide for Agency such staff assistance, supplies, technical services and other services and facilities of City as Agency may require in exercising functions under the California Community Redevelopment Law. Such assistance and services may include the services of employees and special consultants. B. City agrees that, contingent upon the approval by Agency of an agreement substantially in the form of the Participation Agreement (Exhibit "A"), and the assumption by the Agency of the obligation to pay required City fees, the City shall defer receipt of its fees as set forth in such Participation Agreement pursuant to part B of Section II of this Agreement. SECTION II: A. City may, but is not required to, advance necessary funds to Agency or to expend funds on behalf of Agency for the preparation and implementation of a redevelopment plan including, but not limited to, the costs of surveys, planning, studies and environmental assessments for the adoption of a redevelopment plan, the costs of acquisition of property within the project area, demolition and clearance of properties acquired, building and site preparations, public improvements and relocation assistance to displaced residential and non-residential occupants as required by law. 3031p/2299/00 -2- to & B. City agrees to defer receipt of those fees referenced in part B of Section I of this Agreement until such time as the Agency reasonably determines that it has sufficient funds to repay in whole or in part such indebtedness to the City. The City agrees that, upon request therefor by the Agency, it shall subordinate the indebtedness referred to in part B of Section I to all other indebtedness heretofore or hereafter incurred by the Agency. SECTION III: City will keep records of fees deferred and activities and services undertaken pursuant to this Agreement and costs thereof in order that an accurate record of Agency's liability to City can be ascertained. City shall periodically, but not more frequently than annually, submit to Agency a statement of the costs incurred by City in performing pursuant to this Agreement. Such statement of costs may include a pro -rata share of expense attributable to the use of City employees and departments where directly related to the purposes of the Agency and allowable pursuant to sections 33678 and 33679 of the California Health and Safety Code. SECTION IV: Agency agrees to reimburse City for all costs incurred for services by City pursuant to this Agreement and other 3031p/2299/00 -3- r a indebtedness of Agency to City from and to the extent that funds are available to Agency for such purpose pursuant to California Health and Safety Code section 33670 or from other t sources; provided, however, that Agency shall have the sole and exclusive right to pledge any such sources of funds to the repayment of other indebtedness incurred by Agency in carrying out the redevelopment project. The costs and deferrals of City under this Agreement will be shown on statements submitted to Agency pursuant to Section III above. Although the parties recognize that payment may not occur for a few years and that repayment may also occur over a period of time, it is the express intent of the parties that City shall be entitled to repayment of the expenses incurred by City under this Agreement, consistent with Agency's financial ability, in order to make City whole as soon as practically possible. SECTION V: City agrees to include Agency within the terms of City's liability insurance policy. Agency shall pay, subject to deferral to City, its pro -rata share of the costs of insurance applicable to its activities resulting from Agency's inclusion in City's policy. SECTION VI: The obligations of Agency under this Agreement shall constitute an indebtedness of Agency within the meaning of 3031p/2299/00 -4- 40 0 California Community Redevelopment Law sections 33670 et seq., to be repaid to City by Agency with interest at twelve percent (128) per annum or the maximum rate allowed by law. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ATTEST: City CljVrY7f the City San Juan Capistrano Mary Ann Hanover ATTEST: CITY OF SAN JUAN CAPISTRANO Mayor of the City o (Tuan Capistrano Gary L. Hausdorfer APPROVED AS TO FORM: 2� K �AY��J� Seery , O Mary Ann Hanover Shaw, City Attorney REDEVELOPMENT AGENCY OF THE CITY OFSAN JUAN API OBy Chairma Phillip R. Schwartze APPROVED AS TO FO : Tom Clark, Agency Cpunsel 3031p/2299/00 -5- July 21, 1989 J� ❑uanm 1961 1776 Mr. Stephen B. Julian Executive Director City of San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 MEMBERS OF THE CITY COUNCIL ANTHONY L. SLANG LAWRENCE F. BUCHHEIM KENNETH E. FRIESS GARY L. HAUSDORFER PHILLIP R. SCHWARTZE CITY MANAGER STEPHEN B JULIAN Re: Cooperation Agreement - Wm. Lyon Company - Deferred Fees dated January 30, 1985 Dear Steve, Statement of Principal & Interest due @ June 30, 1989 on Deferred City Fees. This statement is based on fees still due as of June 30, 1989 as some fees have been paid. Description of Fees Sewer Connection Fee ($654,500) Drainage Fees (26,250) Ag. Preservation Fee (137,000) Street Light Fees (180.00) Park & Recreation Fees (434,200) Total due P&I at 6/30/89 Total Principal 1/30/85 (original) Total Interest Accrued 6/30/89 Total P&I @ 6/30/89 Total Due $ 1,081,363 43,373 226,349 299 717 382 2,068,766 $ 1,252,130 816,636 $ 2,068,766 It is anticipated in the F/Y 1989-90 budget that some $500,000.00 will be needed from the deferred Park & Recreation fee to complete major park projects. If you have any questions or concerns, please let me know. Very truly yours, BobBoone Director of Administrative Services BB:ja cc Ti�m[n Merrell Mary Ann Hanover Cindy Pendleton Nancy Erickson 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 499.1171 L1 so August 5, 1988 Jin 40 IAf0A,9A91f0 �Nnlalo 1961 1776 Mr. Stephen B. Julian Executive Director Community Revelopment Agency 32400 Paseo Adelanto San Juan Capistrano, California 92675 MEMBERS OF THE CITY COUNCIL ANTHONY L. BLAND LAWRENCE F. BUCHHEIM KENNETH E. PRIESS GARY L. HAUSOORFER PHILLIP R. SCHWARTZE CITY MANAGER STEPHEN B JULIAN Re: Cooperation Agreement - Wm. Lyon Co. - Deferred Fees Dated January 30, 1985 Dear Steve, Statement of Principal & Interest Due @ June 30, 1988 on Deferred City Fees. This statement is based on fees still due as of June 30, 1988 as some fees have been paid. Description of Fees Total Due Sewer Connection Fee ($654,500) $ 965,503 Drainage Fees (26,250) 38,726 Ag. Preservation Fee (137,000) 202,097 Street Light Fees (180.00) 267 Park & Recreation Fees (434,200) 640,520 Total Due P&I (u 6/30/88 $1,847,113 Total Principal 1/30/85 (original) $1,252,130 Total Interest Accrued 6/30/88 594 983 Total P&I @ 6/30/88 ,847,113 $1,8 During 1987-88 The Agency paid $380,000.00 to the City which references SB 201 School Fees. After reviewing the Wm. Lyon file in the Building Department, it appears that the fees collected were credited to the wrong accounts. Total SB 201 Fees collected reflects $380,000.00 Total Fees actually charged 277 600.00 Balance should have been Systems Development Tax 102,400.00 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 k Stephen B. Julian August 5, 1988 Page 2 M I will adjust the balance due on SB 201 School Fees to the proper account and the balance to Systems Development Tax Fund. Very truly yours, /*X Bofi(Boone BB:ja cc: Tom Merrell Nancy Erickson W. D. Murphy Mary Ann Hanover Tom Baker 3. FIRST AMENDMENT TO PARTICIPATION AGREEMENT - Written Communications: Report dated August 5, 1986, from the Deputy Director, forwarding an amendment to the Participation Agreement dated March 5, 1986, to clarify that the sum of $966,800 was a loan to the Agency by WLBD and to define the terms of repayment. The developer was required to construct a minimum of 270 apartment units of which 40 units were to be set aside for low and moderate income households. The Agency agreed to repay the loan at 11 percent interest from the tax increment generated on the project for the amount of certain development fees on the project. The Agreement changes the interest rate from 11 percent to 10 percent simple interest per annum. Approval of Agreement: It was moved by Director Schwartze, seconded by Director Buchheim and unanimously carried to approve the First Amended Participation Agreement and to authorize the Chairman and Secretary to execute the Agreement on behalf of the Agency. 4. SECOND AMENDMENT TO PARTICIPATION AGREEMENT - CAPISTRANOI ASSOCIATES (6nO.40 5. Written Communications: Report dated August 5, 1986, from the Deputy Director, advising that the Agency currently has a $966,800 debt to WLBD (San Juan Capistrano) Associates, pursuant to an existing Participation Agreement, and advising that the developer agreed to accept $850,000 as full repayment by September 1, 1986. Approval of Agreement: It was moved by Director Schwartze, seconded by Director Buchheim and unanimously carried to approve the Second Amended Participation Agreement and to authorize the Chairman and Secretary to execute the Agreement on behalf of the Agency. written commui-cations: Report dated Augufst.5, 1986, from the Director of Public Works, forwarding anreement with the County of Orange to implement the Stoneh:'al il friv e Extension project. The agreement provides that the ty participate financially in right-of-way acquisition, preli ry and final engineering, and construction, at a total estimat cost of $355,000. The Agency's Capital Projects budget for roject -7- 8 r ., AGENDA ITEM TO: FRONT: SUBJECT: SITUATION Stephen B. Julian, Executive Director Community Redevelopment Agency Thomas G. Merrell, Deputy Director Community Redevelopment Agency • August 5, 1986 Second Amended Participation Agreement - WLBD (San Juan Capistrano) Associates A. Summary and Recommendation The Agency currently has a $966,800 debt to WLBD (San Juan Capistrano) Associates per an existing Participation Agreement. The Developer has agreed to accept $850,000 as full repayment of the debt by September 1, 1986, from proceeds of the tax allocation note rather than receive payments on the amount over a period of 1 f years at 11 percent interest. It is recommended that the Agency by motion, approve the attached Second Amended Participation Agreement and authorize the Chairman of the Agency to execute said agreement.. B. Background Tile Agency and WLBD (San Juan Capistrano) Associates entered into a Participation Agreement dated %larch 5, 1985, under which the Developer was required to construct a minimum of 270 apartment units, of which 40 units were to be set aside for low and moderate income households. The Agency agreed to repay WLBD the sum of $966,800 at 1.1 percent interest over a period of 11 years from the tax increment generated on the project for the amount of certain development fees on the project. The First Amendment Participation agreement clarified that the loan from WLBD Associates to the Agency was indeed a note and changed the interest rate from 11 percent to 10 percent simple interest per annum. At this time, the Agency is in the process of issuing a tax allocation note. The interest rate on the note is anticipated to be approximately 6 percent or less. If proceeds from the note are used to repay the Agency's obligation to WLBD, the interest rate on the debt can be reduced from 11 percent to approximately 6 percent. Additionally, the tax increment generated on the project will allow for a higher tax allocation note amount. WLBD has agreed to accept the sum of $850,000 as full repayment of the Agency's debt. The Amended Participation Agreement will continue to require the Developer to devote riot less than twenty (20 percent) of the units for use by low and moderate income households. Additionally, the developer will continue to provide preference in leasing to tenants referred by the Agency who may have been displaced or seeking relocation from elsewhere in the Project Area. / rd Agenda Item 0 PUBLIC NOTIFICATION Not applicable. -2- + August 5, 1986 COMMISSION/BOARD REVIEW, RECOMMENDATION Not applicable. FINANCIAL CONSIDEi2AJJON The Second Amended Participation Agreement requires the Agency to pay WLBD $850,000 by September 1, 1986. The funds will come from the tax allocation note proceeds which the Agency is expected to receive on August 20, 1986. ALTERNATE ACTIONS 1. Do not approve the Agreement. 2. Direct staff to return on August 19 with a modified agreement. RECOMMENDATION By motion, approve the attached Second Amended Participation Agreement and authorize the Chairman of the Agency to execute said agreement. Respectfully submitted, Thomas G. Merrell, Deputy Director Community Redevelopment Agency TGM:NE:kjs Attachment i • 375 I FIRST AMENDMENT TO PARTICIPATION AGREEMENT - WLBD (SAN JUAN CAPISTRANO) ASSOCIATES 600.40 Written Communications: Report dated August 5, 1986, from the Deputy Director, forwarding an amendment to the,Participation Agreement dated March 5, 1986, to clarify that the sum of $966,800 was a loan to the Agency by WLBD and to define the terms of repayment. The developer was required to construct a minimum of 270 apartment units of which 40 units were to be set aside for low and moderate income households. The Agency agreed to repay the loan at 11 percent interest from the tax increment generated on the project for the amount of certain development fees on the project. The Agreement changes the interest rate from 11 percent to 10 percent simple interest per annum. Approval of Aqreement: It was moved by Director Schwartze, seconded by Director Buchheim and unanimously carried to approve the First Amended Participation Agreement and to authorize the Chairman and Secretary to execute the Agreement on behalf of the Agency. 4. SECOND AMENDMENT TO PARTICIPATION AGREEMENT - WLBD (SAN JUAN /.AnTAmnAATA\ /CAA Afl Written Communications: Report dated August 5, 1986, from the Deputy Director, advising that the Agency currently has a $966,800 debt to WLBD (San Juan Capistrano) Associates, pursuant to an existing Participation Agreement, and advising that the developer agreed to accept $850,000 as full repayment by September 1, 1986. Approval of by Agreeme; It was moved r; tor Schwartze, seconded by Director Buchheim and unanimously carried to approve the Second Amended Participation Agreement and to authorize the Chairman and Secretary to execute the Agreement on behalf of the Agency. 5. AGREEMENT TO PARTICIPATE IN STONEHILL DRIVE EXTENSI Written Communica£4ons: Report dated August 5,86, from the Director of Public Works, forwarding an agree t with the County of Orange to implement the Stonehill Drive sion project. The agreement provides that the City par ate financially in right-of-way acquisition, preliminary and i engineering, and construction, at a total estimated cost of $3 00. The Agency's Capital Projects budget for the project -7- 8/5/86 1 AGENDA ITEM TO: FROM: SUBJECT: SITUATION • Stephen B. Julian, Executive Director Community Redevelopment Agency Thomas G. Merrell, Deputy Director Community Redevelopment Agency 0 August 5, 1986 First Amended Participation Agreement - WLBD (San Juan Capistrano)Associates A. Summar and Recommendation -The proposed amendment clarifies that the sum of 966,800 is a loan to the Agency by WLBD and defines the terms of repayment. It is recommended that the amended agreement be approved subject to the Agency also approving the Second Amended Participation Agreement which will repay the note in total. The recommended action by the Agency is that the First Amended Participation Agreement be approved and the Chairman of the Agency be authorized to execute said agreement. B. Background - The Agency and WLBD (San Juan Capistrano) Associates entered into a Participation Agreement dated March 5, 1985, under which the developer was required to construct a minimum of 270 apartment units of which 40 units were to be set aside for low and moderate income households. The Agency agreed to repay WLBD the sum of $966,800 at 11 percent interest from the tax increment generated on the project for the amount of certain development fees on the project. The proposed amendment to this agreement clarifies for the developer that repayment of the $966,800 constitutes repayment of a loan by the developer to the Agency. An additional item on the Agency's agenda is repayment in full of this loan for an amount of $850,000 from the proceeds of the tax allocation note anticipated to be sold August 12, 1986. PUBLIC NOTIFICATION Not applicable. COMMISSION/BOARD REVIEW, RECOMMENDATION Not applicable. FINANCIAL CONSIDERATIONS None at this time. ALTERNATE ACTIONS Approve the attached First Amended Participation Agreement and authorize Agency to execute said agreement. the ��/T .&I Agenda Item 2. Do not approve the agreement. RECOMMENDATION -2- August 5, 1986 By motion, approve the attached First Amended Participation Agreement and authorize the Agency to execute said agreement. Respectfully submitted, Thomas G. Merrell, Deputy Director Community Redevelopment Agency TGM:NEacl 2. 1 These items were continued from the meeting of February 19, 1985. 4P Written Communications: (1) Report dated March 5, 1985, advising that slight changes were expected in the agreement with the Water District, and forwarding copies of the reports submitted"February 19, 1985. (2) Revised "Cooperation Agreement by and Between the Capistrano Valley Water District and the Redevelopment Agency" advising that District fees required to meet the immediate obligations of the District resulting from the development of Tract 12276, in the amount of $93,575, shall not be deferred. Fees not required to meet such immediate obligations of the District, in the amount of $413,491.75, shall be deferred until such time as the Community Redevelopment Agency determines it has sufficient funds to repay in whole or in part such indebtedness. f It was moved by Director Hausdorfer, seconded by Director Bland and unanimously carried to approve the Participation Agreement between the Redevelopment Agency and WLBD (San Juan Capistrano) Associates. The Chairman and Secretary were authorized to execute the Agreement on behalf of the Agency. of Resolution tion Agreement with It was moved by Director Hausdorfer, seconded by Director Bland that the following Resolution be adopted: NO. CRA 85- CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY APPROVING A COOPERATION AGREEMENT BETWEEN THE AGENCY AND THE CITY OF SAN JUAN CAPISTRANO The motion carried by the following vote: AYES: Directors Friess, Bland, Hausdorfer, Buchheim, and Chairman Schwartze NOES: None ABSENT: None The Resolution authorized the Chairman to execute the agreement on behalf of the Agency. Adoption of Resolution Approving Agreement with Capistrano Valley Water District: Citing a conflict of interest, Director Buchheim advised he would abstain from action on this item. It was moved by Director Hausdorfer, seconded by Director Friess that the following Resolution be adopted: REDEVELOPMENT AGENCY APPROVING A COOPERATION AGREEMENT BETWEEN THE AGENCY AND THE CAPISTRANO VALLEY WATER DISTRICT F,% The motion carried by the following vote: AYES: Directors Friess, Bland, Hausdorfer, and Chairman Schwartze NOES: None ABSTAIN: Director Buchheim ABSENT: None The Resolution authorized the Chairman to execute the agreement on behalf of the Agency. Director Buchheim returned to the dais and resumed his duties. IT 00 r i RESOLUTION NO. CRA 85-3-5-1 APPROVING COOPERATION AGREEMENT WITH CITY A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY APPROVING A COOPERATION AGREEMENT BETWEEN THE AGENCY AND THE CITY OF SAN JUAN CAPISTRANO WHEREAS, the Community Redevelopment Agency of the City of San Juan Capistrano (the "Agency") is authorized to carry out redevelopment activities pursuant to the Downtown Center Redevelopment Project (the "Project"); and, WHEREAS, the Agency purposes to enter into an agreement with WLBD (SAN JUAN CAPISTRANO) ASSOCIATES, a California limited partnership (the "Participation Agreement") which provides for the development of certain housing resources in furtherance of the Redevelopment Plan for the Project; and, WHEREAS, the City of San Juan Capistrano (the "City") is agreeable to deferring its receipt of fees to facilitate the implementation of the Project; and, WHEREAS, provisions for the payment by the Agency of those fees deferred by the City are set forth in the "Cooperation Agreement," which is attached hereto, marked Exhibit "A," and is incorporated herein by reference. NOW, THEREFORE, the Community Redevelopment Agency of the City of San Juan Capistrano does hereby resolve as follows: SECTION 1. The Cooperation Agreement is approved. The Chairman is hereby authorized and directed to execute the Cooperation Agreement substantially in the form attached hereto as Exhibit "A." PASSED, APPROVED AND ADOPTED this 5th day of March 1985 PHILLIP . SCHWARTZE, CHAIIrAv ATTEST: �- SECRETARYd —� �- -1- E dP APPROVAL OF PARTICIPAT L71 Written Communications: 1 Report dated February 19, 1985, from the Executive Director, advising that the William Lyon Company, Tract 12276, requested the Agency to assist in the project by underwriting a portion of the various capital facilities charges levied by the City and other agencies; that participation of the Agency will assure that the project will be built and the public facilities necessary to support the project will be fully funded. The report forwarded the Participation Agreement and set forth several important provisions regarding benefit to the Central Downtown Project; State requirements for affordable housing being met; and, the availability of housing for 12 years. Approval of the Agreement creates a debt to the Agency of $966,800, to be repaid at 108 interest from tax increment within 11 years following completion of the project. (2) Memorandum dated February 19, 1985, from the Executive Director, requesting the matter be continued to the meeting of March 5, 1985. Continuation of Item: It was moved by Director Hausdorfer, seconded by Director Buchheim, and unanimously carried to continue this item to the meeting of March 5, 1985. a(�4 MEMORANDUM February 19, 1985 TO: Board of Directors, Community Redevelopment Agency FROM: Stephen B. Julian, Executive Director SUBJECT: Resolutions / Agreements - Payment of Development Fees The Agency Agenda Items pertaining to the William Lyon Company (Items B -2-a, b, and c) should be continued to the March 5, 1985 Agency meeting. Staff will provide an oral report on this item. V A 0040C. COMMUNITY REDEVELOPMENT AGENCY AGENDA ITEM February 19, 1985 TO: Stephen B. Julian, Executive Director FROM: Pamela Gibson, Senior Administrative Assistant SUBJECT: Resolution Agreements and Payment of Development Fees SITUATION: The agreements for payment of development fees between the Community Redevelopment Agency and the William Lyon Company, the Community Redevelop- ment Agency and the City of San Juan Capistrano, and the Community Redevelopment Agency and the Capistrano Valley Water District will be available prior to meeting. Respectfully submitted, Pamela Gibson PHG:fwm CPA .8a Q, h, 4P 0 COMMUNITY REDEVELOPMENT AGENCY AGENDA ITEM February 19, 1985 TO: Board of Directors, Community Redevelopment Agency FROM: Stephen B. Julian, Executive Director SUBJECT: Participation Agreement Between Community Redevelopment Agency and WLBD (San Juan Capistrano) Associates (406.17) SITUATION: The William Lyon Company has received approval from the City to construct a 274 unit apartment complex. The project will be financed largely through the County of Orange Multi -Family Housing Revenue Bond Program. In addition, the William Lyon Company has requested the Community Redevelopment Agency to assist in the project by underwriting a portion of the various capital facilities charges levied by the City and other agencies. The participation of the Community Redevelopment Agency will assure that not only will the project be built but that the public facilities necessary to support this project will also be fully funded. The Participation Agreement, which is before the Board of Directors, has a number of provisions which benefit not only the Community Redevelopment Agency but the Community at large. In this regard it is worthwhile to note several of the more important provisions - Benefit to the Central Downtown Project. An initial source of funding to help the agencies initiate the central downtown redevelopment project will be provided under the terms of this agreement. The Agency will receive all fees due the City and the Capistrano Valley Water District. The Agency, in turn, through cooperation agreements with the City and the CVWD will guarantee that all fees will be paid. The Agency will pay to both City and the CVWD those fees immediately required for use. Those funds not immediately required will be retained by the Agency to carry out Agency projects. All funds will be repaid with interest. 2. State Requirement for Affordable Housing Met. The State of California housing. The Community expend an amount equal housing. Participation and the CRA fulfill the without sacrificing the 3. Availabilitv of Housi requires communities to provide affordable Redevelopment Agency is required by law to to 20% of its tax increment for affordable in this project will not only help the City requirements of State law, but it will do so communities development standards. for Twelve Years. Under the terms of this agreement and the bond program, the apartment complex may not be converted to condominiums for a minimum of twelve years following completion of the project and further, 20; of the units shall remain affordable for inaffordable housing use. C AQ 'a ;t CL COMMUNITY REDEVELOPMENT AGENCY -2- AGENDA ITEM Participation Agreement Between Community Redevelopment Agency and WLBD (San Juan Capistrano) Associates (406.17) (Continued) Under the terms of this agreement, the Agency will participate in the project by underwriting $966,800. in fees. These fees will be advanced to the Agency by the William Lyon Company and will be repaid from tax increment generated by the project when it is included within the project area. BOARD AND COMMISSION REVIEW: Not applicable. FINANCIAL CONSIDERATIONS: Approval of this agreement will create a debt to the Agency of $966,800. to be repaid at 10% interest from tax increment within eleven (11) years following completion of the project. The $966,800. will be available for Agency use during the interim period in the downtown area of the City. ALTERNATE ACTIONS: 1. Approve the Participation Agreement as submitted. 2. Modify the Participation Agreement. 3. Request additional information from staff. 4. Do not approve the Agreement. --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- RECOMMENDATION: Approve the Participation Agreement between the Redevelopment Agency of the City of San Juan Capistrano and WLBD (San Juan Capistrano) Associates. --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- Respectfully Submitted, Stephen B. Julian Executive Director SBJ/fwm 14' 6 4P 0 COMMUNITY REDEVELOPMENT AGENCY February 19, 1985 AGENDA ITEM TO: Board of Directors, Community Redevelopment Agency FROM: Stephen B. Julian, Executive Director SUBJECT: Resolution Approving an Agreement Between the Community Redevelopment Agency and the City of San Juan Capistrano SITUATION: The Cooperation Agreement between the Community Redevelopment Agency and the City of San Juan Capistrano is attached for your review. The agreement provides for the Agency to receive all fees, normally paid to the City, and guarantees that these fees will be paid to the City over a period of time. Fees collected, on behalf of the Capistrano Unified School District, will be paid to the District as necessary. While the funds remain in the Agency's control, interest in the amount of 12% per year will be accrued and paid to the City at the time repayment is made. FINANCIAL CONSIDERATION: The amount of funds which will be paid to the Community Redevelopment Agency total $2,237,187.50. This figure does not include some preliminary fees which have already been paid. COMMISSION/BOARD REVIEW AND RECOMMENDATION: Not applicable. ALTERNATIVE ACTION: 1. Adopt the resolution approving an Agreement Between the Community Redevelopment Agency and the City of San Juan Capistrano and authorize the portion so designated to sign on behalf of Agency. 2. Request further information. --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- RECOMMENDATION: By motion, adopt the resolution approving an Agreement Between the Community Redevelopment Agency and the City of San Juan Capistrano and authorize the parties so designated to sign on behalf of Agency. --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- Respectfully Submitted, f Stephen B. Julian Executive Director SBJ/fwm 4P r AGREEMENTS FOR PAYMENT OF DEVELOPMENT FEES (yp(o,17-1`06IF, l written Communications: Report dated February 5, 1985, from the Senior Administrative Assistant, advising that information required for preparation of agreements with the William Lyon Company, Tract 12276; the City of San Juan Capistrano; and, the Capistrano Valley Water District, had been delayed. Continuation of Item: It was moved by Director Hausdorfer, seconded by Director Buchheim, and unanimously carried to continue consideration of the agreements to the meeting of February 19, 1985. �A ;-j51v5 COMMUNITY REDEVELOPMENT AGENCY AGENDA ITEM February 5, 1985 TO: Stephen B. Julian, Executive Director FROM: Pamela Gibson, Senior Administrative Assistant SUBJECT: Agreement for Payment of Development Fees STTIIATTON- The agreements for payment of development fees between the Community Redevelopment Agency and the William Lyon Company, the Community Redevelop- ment Agency and the City of San Juan Capistrano, and the Community Redevelopment Agency and the Capistrano Valley Water District will be distributed prior to the meeting. Respectfully submitted, C�v _ Pamela Gibson PHG:cj COMMUNITY REDEVELOPMENT AGENCY AGENDA ITEM February 5, 1985 TO: Stephen B. Julian, Executive Director FROM: Pamela Gibson, Senior Administrative Assistant pa;wsd a/s/ss SUBJECT: Agreements for Payment of Development Fees (Wm. Lyon Company) SITUATION: Information required for the preparation of the following agreements has been delayed: a. Community Redevelopment Agency / Wm. Lyon Co., Tract 12276 b. Community Redevelopment Agency / City of San Juan Capistrano C. Community Redevelopment Agency / Capistrano Valley Water District All of these agreements can be agendized for the next meeting. COMMISSION/BOARD REVIEW & RECOMMENDATIONS: None FINANCIAL CONSIDERATIONS: None AI TFRNATF ACTMNS- 1. Hold the items over until the next meeting. 2. Request further information. RECOMMENDATION: By motion, hold the above items over until the meeting of February 19, 1985. Respectfully submitted, 1` Pamela Gibson PHG:cj C RA MC)( POcAYS- R Q 6 G INFINITE IMAGING SYSTEMS 21011 Moulton Pail wav, Suite #E -R l"lor a PBifl,, Ca�itorma 92653 S:or luaur Gq�i+u.uw Cuurnlunirl. RedrsrlopIll. w Agew .August 7, 1986 i illiam Lyon Company 19 Corporate Plaza P. O. Box 7520 Newport Beach, California 92660 Re: First dud Second Amended Participation A r<cn,ci Caoistranu .Associates l.,cnLIeuicn: - 'l L The Board of Directors of the San Juan Capistrano Cun nn-uuty Reoecelopu ent .Agency at its regular meeting held August 5, 1986, took the fulloHing actions: 1. Approved the First Amended Participation Agreement between the Agency and lC LBD (San Juan Capistrano) The arnendn ent clarifies that the sum of $966,800 is a loan to the-Ngency by A LBD and deluies the terms of repayment. 2. Approved the Second Amended Participation Agieen ent in Ahich the De%eloper agrees to accept $850,000 as full repayment of the debt by Septeinber 1, t986. Ltictosed are tao copies of the Second Amended Pdrtiupauon Agreeu�ont. Please cxectne both copies and return the one marked "Agent, Copy" to this office. The second copy is for your records. .After receipt of the executed copy of the Second Awended Participation Agreement in this office, the executed cupy of the First Amended Participation Agreement will be fortiarded to you. Thank you lur your cooperation. It you have any questions, please uo not hesitdte to call. Very truly your. MARY HAfvOVLR, Ch1C Agency Secretary MAH/111. Enclosures cc: Executive Director Deputy Director Capistrano Valley \later District 12900 Pasco Adrlanuu Sail loan Capisnaux� California 921175 719-191-1171 LYON JO WILLIAM LWONq;m1fax RECEIVED u 19 CORPORATE PLAZA, P.O. BOX 7520, NEWPORT BEACH, CA 92660-MY'14)18331630 N 185 CITY CLERK DEPARTMENT CITY OF SAtj JUAN May 1, 1985 Ms. Mary Ann Hanover Agency Secretary San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Notarization of Participant Covenants Dear Marfa Ann: Per your letter dated April 29, 1985, please find the acknowledgement for the Covenants from the Participation Agreement between the San Juan Capistrano Community Redevelopment Agency and The William Lyon Company that has been renotarized. Please feel free to call me should you require anything further. Sincerely, Sherri Martin Assistant Project Manager Enclosure REAL ESTATE DEVELOPMENT 69 0 San Juan Capistrano (A)MMUnih Redelclopmem \,Grncc April 29, 1985 Cheryl A. Martin William Lyon Company 19 Corporate Plaza Newport Beach, California 92660 Re: Notarization of Participant Covenants Dear Cheryl: Enclosed are the Participant Covenants from the Participation Agreement between the the San Juan Capistrano Community Redevelopment Agency and the William Lyon Company. As you can see by the cover letter from Lee A. Branch, County CLerk/Recorder, the notary acknowledgment is not clear. Please attach an acknowledgment that is clear and return to me at your earliest convenience. Thank you for your cooperation. Very truly yours, MARY ANN HANOVER, Agency Secretary MAH/mac Enclosure '32 100 llaeco Adelanto tial) )11311 (.1pist Allo (-di(omw 92675 i1-1-193-117) CMC r OF 40 RECEIVED CA F— APR Z9 1114 AM '05 CITY Ci_ERI. DEPART MEET CITY OF S II JOAf; C1 "R A, LEE A. BRANCH COUNTY CLERK/ RECORDER City of Huntington Beach City Clerk's Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675 COUNTY CLERK: 700 Civic Center Drive, West P.O. Box SW Santa Ana, CA 92702 Telephone: 714/834-2200 COUNTY RECORDER: 830 N. Broadway, Rm. 101 P.O. Box 238 Sante Ane, CA 92702 Telephone: 71418342500 April 25, 1985 We are returning UNRECORDED Covenants, naming San Juan Capistrano, together with your remittance of $None. The red check mark(s) on the document(s) indicate problem areas. The notary acknowledgment is incomplete, incorrect or missing. Please complete the form on the document, or the one we have attached. The acknowledgment must show the complete venue, complete date, correct wordin and names of parties being acknowledged. (Civil Code sec. 1189-1200 The acknowledgment must be a corporation as a partner of a partnership, as a partner of a partnership form. The notary seal is missing, is illegible or has been altered. The seal must legibly reproduce under photographic methods. (Gov. Code sec. 8205) Lee A. Branch, County Recorder By Rozell Drake Deputy RD: frc � w 7, 32400 PA"O.AD 4A41 r SAN J VA i@:CAPISTRA#)O, CAI FQ 1� 92675 b � pHONEt!493•117)' l a` r t April 23, 1985 Community Redevelopment Agency City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Re: Resolution Regarding Deferral of Receipt of Fees Associates) and ADDrovina Aareement with Communi Gentlemen: The City Council of the City of San Juan Capistrano at its regular meeting held March 5, 1985, adopted Resolution No. 85-3-5-3 determining that the deferral of receipt of fees from WLBD (San Juan Capistrano) Associates is of benefit to the Downtown Center Redevelopment Project and the immediate neighborhood in which the project is located and authorizing execution of the Cooperation Agreement with the Community Redevelopment Agency. Copies of Resolution No. 85-3-5-3 and the Cooperation Agreement are on file in the City Clerk's Department. Thank you for your cooperation. Very truly yours, f MARY ANCNZ'OVER, CMC City Clerk MAH/mac LYON 9�wILLIAM LYON'Kiit�/ p CEIVED,u eecc 19 CORPORATE PLAZA, P.O. BOX 7520, NEWPORT BEACH, CAAM69 • (44266193% CITY CL[Ro, DEPhh�Ni:"!'F April 5 1985 CITY 4t" <r,, P . JUA � C, � ; Ms. Mary Ann Hanover Agency Secretary San Juan Capistrano Community Redevelopment Agency City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Community Redevelopment Participation Agreement Dear Ms. Hanover: Perur letter dated March 7, 1985, received in this office Apri 29, 1985, please find the following enclosed: (1) Fully executed Participation Agreement between the Agency and WLBD (San Juan Capistrano) Associates. (2) Check in the amount of $191,800 payable to the Agency for Saddleback Fee paid in full. Please feel free to call should you have any further questions, or require any further information. Sincerely, hn G. Markley Vice President/Manager Multi -Family Division JM: cam Enclosures cc: Stephen Julian REAL ESTATE DEVELOPMENT oVa.,v-e c V-0 ,v. /matC San Juan Capistrano Community Redevelopment Agency t a March 8, 1985 Tom Clark Stradling, Yocca, Carlson & Rauth P. O. Box 7680 Newport Beach, California 92660-0680 Re: Community Redevelopment Agency Agreements Dear Mr. Clark: Enclosed are several agreements which require your signature as Agency Counsel of the Community Redevelopment Agency. A yellow clip is attached on those pages requiring your signature. After signing, please remove the yellow clips and forward as follows: (1) Two copies of the Cooperation Agreement between the City of San Juan Capistrano and the Community Redevelopment Agency. Please sign each copy and return them both to this office in the enclosed envelope. (2) Two copies of the Cooperation Agreement between the Capistrano Valley Water District and the Community Redevelopment Agency. One copy is to be returned to this office after you sign and is attached to our return envelope. The second copy is to be forwarded to the Capistrano Valley Water District and is enclosed with a cover letter and envelope to them. After signing this copy, please forward it to the Water District. 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 Tom Clark, Agency Counsel -2- March 8, 1985 (3) Two copies of the Participation Agreement between the Agency and WLBD (San Juan Capistrano) Associates. Please forward both copies to the William Lyon Company with the enclosed cover letter and envelope. Thank you for your cooperation. If you have any questions, please don't hesitate to call my office and speak with my Deputy, Mary Carlson. Very truly yours, 90A � V l.Ii�2Pf.��Gcy. MARY AYYNN HANOVER, CMC Agency Secretary MAH/mac Enclosures cc: Agency Director Deputy Director Director of Administrative Services TO: Stephen B. Julian, Agency Director Tom Merrell, Deputy Director Bob Boone, Director of Administrative Services FROM: Mary Ann Hanover, Agency Secretary DATE: March 8, 1985 SUBJECT: Attached are copies of letters to Tom Clark, the Capistrano Valley Water District, and the William Lyon Company. When all copies of the agreements are returned to this office, copies of the Resolutions and fully executed Agreements will be forwarded to you. MARY ANN HANOVER MAH/mac Attachments -San Juan Capistrano Communin Redevelopment Agency = March 7, 1985 William Lyon Company P. 0. Box 7520 Newport Beach, California 92660 Re: Gentlemen: The Community Redevelopment Agency of the City of.San Juan Capistrano at its regular meeting held March 5; 1985, took the following actions: (1) Approved the Participation Agreement between the Agency and WLBD (San Juan Capistrano) Associates. (2) Approved Resolution No. CRA 85-3-5-1 adopting the Agreement between the Community Redevelopment Agency and the City of San Juan Capistrano. (3) Approved Resolution No. CRA 85-3-5-2 adopting the Agreement between the Community Redevelopment Agency and the Capistrano Valley Water District. The City Council of the City of San Juan Capistrano at its regular meeting held March 5, 1985, adopted Resolution No. 85-3-5-3 deferring receipt of fees and authorizing execution of the Cooperation Agreement with the Community Redevelopment Agency. Enclosed are two copies of the Participation Agreement. Please sign both copies as indicated by the orange clips. The blue clips indicate the notary forms for these signatures. Please return the "Agency" copy to this office and retain the second copy for your files. 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 At 9• William Lyon Company -2- 40 March 7, 1985 Also enclosed are copies of Resolution No. 85-3-5-3, Resolution No. CRA 85-3-5-1, and Resolution No. CRA 85-3-5-2 for your information. Please note, the Participation Agreement is to be included in Resolution No. 85-3-5-3 and Resolution No. CRA 85-3-5-1 as Exhibit A of the Cooperation Agreement. Since you have a copy of the Participation Agreement, it has not been duplicated in these Resolutions. Thank you for your cooperation. If you have any questions, please don't hesitate to call. Very ctruly yours, / t✓/aw,--4, M� ilstd4 ARY ANN HANOVER, CMC Agency Secretary MAH/mac Enclosures cc: Executive Director Deputy Director Director of Administrative Services *• a COMMUNITY REDEVELOPMENT AGENCY AGENDA ITEM March 5, 1985 TO: Stephen B. Julian, Executive Director FROM: Pamela Gibson, Senior Administrative Assistant SUBJECT: Resolutions / Agreements - Payment of Development Fees SITUATION: The resolutions and agreements pertaining to this item were provided as supplements to Council packets at the last meeting. Slight changes are expected in the agreement between the Community Redevelopment Agency and the Capistrano Valley Water District. There also may be a change in the Participation Agreement between the CRA and WLBD (San Juan Capistrano) Associates. These changes will be submitted prior to the meeting. Respectfully submitted, Pamela Gibson PHG:cj Copies of the Participation Agreement are available in the City Clerk's Department. C7 ; r'! FY MU INC1L AGENDAee CIQA B ;� Q, b, c February 21, 1985 Mr. John Markley William Lyon Company P. O. Box 7520 Newport Beach, California 92660 Re: Payment of Development Fees Dear Mr. Markley: The Community Redevelopment Agency of the City of San Juan Capistrano at its regular meeting held February 19, 1985, continued action on the following items to the meeting of March 5, 1985: a. Participation Agreement between the Community Redevelopment Agency and WLBD (San Juan Capistrano) Associates b. Resolution approving an Agreement between the Community Redevelopment Agency and the City of San Juan Capistrano C. Resolution approving an Agreement between the Community Redevelopment Agency and Capistrano Valley Water District The City Council at its meeting held the same evening continued action on the Resolution regarding Deferral of Receipt of Fees (WLBD Associates) and the Agreement with the Community Redevelopment Agency to the meeting of March 5, 1985. Copies of the agendas and staff reports will be forwarded to you prior to the March 5, 1985, meetings. 32900 Pasco Adelanto San Juan Capistrano California 92675 719-993-1171 San Juan Capistrano Cbnnnunin- Rede1 elopment AgencN February 21, 1985 Mr. John Markley William Lyon Company P. O. Box 7520 Newport Beach, California 92660 Re: Payment of Development Fees Dear Mr. Markley: The Community Redevelopment Agency of the City of San Juan Capistrano at its regular meeting held February 19, 1985, continued action on the following items to the meeting of March 5, 1985: a. Participation Agreement between the Community Redevelopment Agency and WLBD (San Juan Capistrano) Associates b. Resolution approving an Agreement between the Community Redevelopment Agency and the City of San Juan Capistrano C. Resolution approving an Agreement between the Community Redevelopment Agency and Capistrano Valley Water District The City Council at its meeting held the same evening continued action on the Resolution regarding Deferral of Receipt of Fees (WLBD Associates) and the Agreement with the Community Redevelopment Agency to the meeting of March 5, 1985. Copies of the agendas and staff reports will be forwarded to you prior to the March 5, 1985, meetings. 32900 Pasco Adelanto San Juan Capistrano California 92675 719-993-1171 •" William Lyon Compey -2- Wary 21, 1985 If you have any questions, please don't hesitate to call. Very truly yours, ))�ax� MARY ANN HANOVI CMC City Clerk MAH/mac cc: City Manager Capistrano Valley Water District N"In Juan Capislialm (.V III I➢ 11 I I I IN RcdrecIopnlenl Ag( 11( 4 4OR_. \ MR TO: FROM: DATE: SUBJECT: a Interested Persons Mary Ann Hanover, Agency Secretary February 7, 1985 40 Agreements for Payment of Development Fees The Community Redevelopment Agency of the City of San Juan Capistrano at its regular meeting held February 5, 1985, continued action on the Agreements for Payment of Development Fees for the following to February 19, 1985: (1) Community Redevelopment Agency/William Lyon Company, Tract 12276 (2) Community Redevelopment Agency/City of San Juan Capistrano (3) Community Redevelopment Agency/Capistrano Valley Water District The City Council of the City of San Juan Capistrano at its regular meeting held February 5, 1985, continued action on the following item to February 19, 1985: (1) Agreement with the Community Redevelopment Agency regarding Development Fees (William Lyon Company) 32-100 Pasco kdvlanto SMI ,Juan Gipistlano Califutnia 92675 719-993-1171 r Development Fees -2- February 7, 1985 Copies of the agenda and staff reports will be forwarded to you prior to that meeting. If you have any questions, please don't hesitate to call. MARY ANN 41ANOVER MAH/mac cc: City Manager William Lyon Company Capistrano Valley Water District